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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 20-F

☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR

☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2023

OR

☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report       
For the transition period from      to      
Commission file number 001-41412
IONEER LTD
(Exact name of Registrant as specified in its charter)

N/A
  
AUSTRALIA
(Translation of Registrant’s name into English)
  
(Jurisdiction of incorporation or organization)
Suite 16.01, Level 16, 213 Miller Street
North Sydney, NSW 2060, Australia
(Address of principal executive offices)
Bernard Rowe
Managing Director and Chief Executive Officer
61 (2) 9922-5800 (telephone)
Suite 16.01, Level 16, 213 Miller Street
North Sydney, NSW 2060, AU
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class:
Trading Symbol(s):
Name of each exchange on which registered or to be registered:
American Depositary Shares each representing 40 Ordinary Shares, no par value
IONR
The Nasdaq Capital Market
(1)
Evidenced by American Depositary Receipts

Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Number of outstanding shares of each of the issuer’s classes of capital or common stock as of June 30, 2023: 2,098,818,267 ordinary shares.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes  ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes  ☐ No  ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes  ☒ No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.

Large accelerated filer  ☐
  
Accelerated filer  ☐
  
Non-accelerated filer ☒
  
Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.
U.S. GAAP  ☐
International Financial Reporting Standards as issued by the International Accounting Standards Board ☒
Other  ☐
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17  ☐ Item 18  ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  ☐ No  ☒
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes  ☐ No  ☐


TABLE OF CONTENTS
 
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ii
graphic

INTRODUCTION
 
ioneer Ltd (“ioneer” or the “Company”) is the operator and 100% owner of the Rhyolite Ridge Lithium-Boron Project (“Rhyolite Ridge” or “the Project”) located in Nevada, the only known lithium-boron deposit in North America and one of only two known such deposits in the world.  Rhyolite Ridge is expected to become a globally significant, long-life, cost-effective source of lithium and boron vital to a sustainable future.
 
Rhyolite Ridge’s unique mineralogy allows lithium and boron to be extracted in a low-cost and environmentally sustainable manner.  The Project’s commercial viability is made possible by having both lithium and boron revenue streams.
 
On April 30, 2020, we completed a definitive feasibility study (the “DFS”) which demonstrated that the Project can operate at scale, over a long life and with the potential to be a low-cost and globally significant producer of both lithium and boron.  Following the completion of all technical studies and all necessary permitting activities, we may undertake mining and processing activities to become a U.S. source of lithium and boron.  As of June 30, 2023, we had invested US$152.2 million in the Rhyolite Ridge Project.
 
On September 16, 2021, we reached an agreement to enter into a strategic placement (the “Sibanye-Stillwater Placement”) and a joint venture (the “Joint Venture” and, together with the Sibanye-Stillwater Placement, the “Strategic Partnership”) with Sibanye-Stillwater Limited (“Sibanye-Stillwater”), one of the world’s largest precious metals mining companies, to develop the Rhyolite Ridge Project.  Under the terms of the Sibanye-Stillwater Placement, Sibanye-Stillwater subscribed for a strategic placement of US$70 million of ioneer’s ordinary shares.  On October 21, 2021, our shareholders approved the Sibanye-Stillwater Placement at an extraordinary general meeting of shareholders.  We closed the Sibanye-Stillwater Placement in October 2021 by issuing Sibanye-Stillwater approximately 145.9 million ordinary shares of ioneer at a price of A$0.6553 per share.
 
Under the terms of the Joint Venture, subject to certain closing conditions set forth in the agreement, Sibanye-Stillwater will contribute US$490 million to acquire a 50% interest in the Project, with ioneer operating the Project and retaining a 50% interest in the Project.  We expect the transactions encompassing the Joint Venture to close in the calendar year 2024, subject to the satisfaction of the closing conditions, including us making a final investment decision (“FID”) regarding the Project, obtaining necessary project permits, and securing debt financing for the Project.
 
On January 16, 2023, we announced finalization of a term sheet and offer of a Conditional Commitment for a proposed loan of up to US$700 million from the U.S. Department of Energy (DOE) Loan Programs Office for financing the construction of the Rhyolite Ridge Lithium-Boron Project. Under the term sheet, the proposed loan is for an amount up to US$700 million with a term of approximately 10 years. The loan will be at an interest rate fixed from the date of each advance for the term of the loan at applicable U.S. Treasury rates.
 
The proposed loan amount is necessarily based on preliminary and partially complete information that the DOE required from ioneer pertaining to capital expenditures for a conceptual mine plan, macroeconomic cost escalation assumptions and capital expenses to meet DOE’s stipulated requirements for participation in the Advanced Technology Vehicles Manufacturing program. As a result, the proposed loan amount remains subject to negotiation and documentation of long-form agreements and various conditions, and may be subsequently revised to appropriately match updated project economics upon satisfaction of several closing conditions.
 
The subscription agreement providing for the Joint Venture is included as an exhibit to this annual report on Form 20-F.
 
3
graphic

Location of the Rhyolite Ridge Project in Nevada
 
Our U.S. office is located at 9460 Double R. Blvd, Suite 200, Reno, Nevada 89521.  Our corporate office is located at Suite 16.01, Level 16, 213 Miller Street North Sydney, NSW 2060, Australia.  The telephone number of our U.S. office is +1 (775) 382-4800 and the telephone number of our corporate office is +61 (2) 9922-5800.
 
Our ordinary shares are publicly traded on the Australian Securities Exchange, or ASX, under the symbol “INR”.
 
Our American Depositary Shares (“ADSs”), each representing 40 of our ordinary shares, are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “IONR”.  The Bank of New York Mellon acts as depositary for the ADSs.
 
We also maintain a website at www.ioneer.com and a project website at therhyoliteridgeproject.com.  The information contained on our website or available through our website is not incorporated by reference into and should not be considered a part of this annual report on Form 20-F, and the reference to our website in this annual report on Form 20-F is an inactive textual reference only.
 
4
ABOUT THIS ANNUAL REPORT
 
Unless otherwise indicated or the context implies otherwise, any reference in this annual report on Form 20-F to:
 
•
“ioneer” refers to ioneer Ltd, unless otherwise indicated;
 
•
“the Company”, “we”, “us”, or “our” refer to ioneer Ltd and its consolidated subsidiaries, through which it conducts its business, unless otherwise indicated;
 
•
“shares” or “ordinary shares” refers to our ordinary shares;
 
•
“ADS” refers to the American depositary shares; and
 
•
“ASX” refers to the Australian Securities Exchange.
 
Unless otherwise indicated, all references to “A$” are to Australian dollars, and all references to “US$” are to United States dollars.  Our reporting and functional currency has traditionally been the Australian dollar, although our U.S. subsidiaries have used U.S. dollars as their reporting and functional currency.  Effective July 1, 2022, we changed our reporting currency from Australian dollars to U.S. dollars, in order to better align the reporting currency with the underlying transactions.  This annual report contains translations of certain Australian dollar amounts into U.S. dollar amounts for convenience.  Unless otherwise noted, all translations from Australian dollars to U.S. dollars in this annual report were made at A$0.67 to US$1.00, the noon buying rate for June 30, 2023 as set forth in the H. 10 statistical release of the Board of Directors of the Federal Reserve System.
 
This annual report on Form 20-F contains references to U.S. dollars where the underlying transaction or event was denominated in U.S. dollars.  This annual report on Form 20-F contains forward-looking statements that involve risks and uncertainties.  See “Cautionary Note Regarding Forward-Looking Statements.” This annual report on Form 20-F also includes statistical data, market data and other industry data and forecasts, which we obtained from market research, publicly available information and independent industry publications and reports that we believe to be reliable sources.
 
5
CAUTIONARY NOTE TO UNITED STATES INVESTORS
 
We are subject to the reporting requirements of the applicable U.S. and Australian securities laws, and as a result we report our mineral reserves and mineral resources as required by both of these standards.  As an Australian listed public company, we are required to report estimates of mineral resources and ore reserves in terms of “Measured, Indicated and Inferred” Mineral Resources and “Proved and Probable” Ore Reserves in compliance with the JORC 2012, Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the “JORC Code”).  The JORC Code was prepared by the Joint Ore Reserves Committee of The Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia.  These defined terms contained within the JORC Code differ in some respects from the definitions under the U.S. Securities Act of 1933, as amended (the “Securities Act”), including in Regulation S-K, Subpart 1300 (“Subpart 1300”).
 
Information about mineral reserves and resources contained in this annual report on Form 20-F is also presented in compliance with Subpart 1300.  While guidelines for reporting mineral resources, including subcategories of measured, indicated and inferred resources, are largely similar between JORC Code and Subpart 1300 standards, information contained herein that describes our mineral deposits may not be directly comparable to similar information made public by other U.S. companies under the SEC’s old reporting standard, Industry Guide 7, or to similar information published by other ASX-listed companies.  Investors are cautioned that public disclosure by us of such mineral resources in Australia in accordance with ASX Listing Rules do not form a part of this annual report on Form 20-F.
 
6
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
Certain information included or incorporated by reference in this annual report on Form 20-F may be deemed to be “forward-looking statements” within the meaning of applicable securities laws.  Such forward-looking statements concern our anticipated results and progress of our operations in future periods, planned exploration and, if warranted, development of our properties, plans related to our business and other matters that may occur in the future.  These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.  All statements contained herein that are not clearly historical in nature are forward-looking, and the words “anticipate”, “believe”, “expect”, “estimate”, “may”, “will”, “could”, “leading”, “intend”, “contemplate”, “shall” and similar expressions are generally intended to identify forward-looking statements.  Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements.  Forward-looking statements in this annual report on Form 20-F include, but are not limited to, statements with respect to:
 
•
risks related to our limited operating history in the lithium and boron industry;
 
•
risks related to our status as a development stage company;
 
•
risks related to our ability to identify mineralization and achieve commercial mining at the Project;
 
•
risks related to mining, exploration and mine construction, if warranted, on our properties;
 
•
risks related to our ability to achieve and maintain profitability and to develop positive cash flow from our mining activities;
 
•
risks related to investment risk and operational costs associated with our exploration activities;
 
•
risks related to our ability to access capital and the financial markets;
 
•
risks related to compliance with government regulations;
 
•
risks related to our ability to acquire necessary mining licenses, permits or access rights;
 
•
risks related to environmental liabilities and reclamation costs;
 
•
risks related to volatility in lithium or boron prices or demand for lithium or boron;
 
•
risks related to stock price and trading volume volatility;
 
•
risks relating to the development of an active trading market for the ADSs;
 
•
risks related to ADS holders not having certain shareholder rights;
 
•
risks related to ADS holders not receiving certain distributions; and
 
•
risks related to our status as a foreign private issuer and emerging growth company.
 
All forward-looking statements reflect our beliefs and assumptions based on information available at the time the assumption was made.  These forward-looking statements are not based on historical facts but rather on management’s expectations regarding future activities, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities.  By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, known and unknown, that contribute to the possibility that the predictions, forecasts, projections or other forward-looking statements will not occur.  Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended.  Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected.  We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.  Except as otherwise required by the securities laws of the United States and Australia, we disclaim any obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.  We qualify all the forward-looking statements contained in this annual report on Form 20-F by the foregoing cautionary statements.
 
7
PRESENTATION OF FINANCIAL INFORMATION
 
Unless otherwise indicated, the consolidated financial statements and related notes included in this annual report on Form 20-F have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and interpretations issued by the International Accounting Standards Board, (the “IASB”) which differ in certain significant respects from Generally Accepted Accounting Principles in the United States (“U.S. GAAP”) and thus may not be comparable to financial statements of United States companies.  Because the SEC has adopted rules to accept financial statements prepared in accordance with IFRS as issued by the IASB without reconciliation to U.S. GAAP for foreign private issuers such as us, we will not be providing a description of the principal differences between U.S. GAAP and IFRS.
 
Our fiscal year ends on June 30.  We designate our fiscal year by the year in which that fiscal year ends – for example, “fiscal 2023” refers to our fiscal year ended June 30, 2023.
 
COMPETENT PERSONS STATEMENT
 
As required by Australian securities laws and the ASX Listing Rules, we hereby notify Australian investors that the information in this annual report that relates to mineral resources and ore reserves is based on estimates included in the report dated October 25, 2023, by WSP USA Inc. (“WSP”, formerly Golder Associates Inc.) entitled “Technical Report Summary of the Rhyolite Ridge Lithium-Boron Project” (the “TRS”), which is filed as an exhibit to this annual report on Form 20-F.
 
We confirm to Australian investors that:  a) we are not aware of any new information or data that materially affects the information included in the original ASX announcement or the TRS; b) all material assumptions and technical parameters underpinning the Mineral Resource Statement and Parameters and Ore Reserve Statement and Parameters included in the original ASX announcements continue to apply and have not materially changed; and c) the form and context in which the relevant Competent Persons’ findings are presented in this report have not been materially modified from the original ASX announcement or the TRS.
 
8
PART I.
 
ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
 
Not applicable.
 
ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE
 
Not applicable.
 
ITEM 3.
KEY INFORMATION
 
A.
[Reserved]
 
B.
Capitalization and Indebtedness
 
Not applicable.
 
C.
Reasons for the Offer and Use of Proceeds
 
Not applicable.
 
D.
Risk Factors
 
You should carefully consider the risks described below, together with all of the other information in this annual report on Form 20-F.  If any of the following risks occur, our business, financial condition and results of operations could be seriously harmed and you could lose all or part of your investment.  Further, if we fail to meet the expectations of the public market in any given period, the market price of the ADSs could decline.  We operate in a competitive environment that involves significant risks and uncertainties, some of which are outside of our control.  If any of these risks actually occurs, our business and financial condition could suffer and the price of the ADSs could decline.
 
Business Risks
 
We will need additional funds to develop the Project.
 
We estimated in April 2020 that development of the Project would require approximately US$785 million. We will update that cost estimate prior to making a FID.  We expect to fund a substantial part of the preliminary capital expenditure for the Project with proceeds of a loan from the U.S. Department of Energy (DOE) Loan Programs Office (conditional commitment of up to US$700 million), along with Sibanye Stillwater Limited’s expected US$490 million of equity contribution to secure a 50% stake in the Project, subject to all conditions precedent for the joint venture having been fulfilled or waived. Sibanye-Stillwater’s obligation to provide its equity contributions and the DOE Loan Programs Office obligation to provide debt are subject to various conditions, including us making an FID regarding the Project, obtaining necessary project permits, and securing equity and debt financing for the Project. A final capital estimate will not be determined until a new Class II engineering estimate is completed in the second half of 2023. Any shortfall in funding would be borne 50:50 by ioneer and Sibanye-Stillwater.
 
We cannot assure you that we will have, or will be able to raise on favorable terms or at all, sufficient cash to fully develop the Project and also to maintain adequate liquidity to satisfy future working capital requirements.  If we are unable to raise additional funds through equity or debt financing, we may not have the necessary cash resources to finance our business plan.  If we are able to raise additional funds, these funds may be on less favorable terms than anticipated, which may adversely affect our future profitability and financial flexibility.
 
Funding terms may also place restrictions on the manner in which we conduct our business and impose limitations on our ability to execute on our business plan and growth strategies.
 
9
Our future performance is difficult to evaluate because we have a limited operating history.
 
We are a development stage company and have not realized any revenues to date from the sale of lithium or boron.  Our immediate operating cash flow needs are expected to be significant and to be financed primarily through issuances of our ordinary shares and not through cash flows derived from our operations.  As a result, we have little historical financial and operating information available to help you evaluate our performance.
 
We cannot guarantee that our properties will result in the commercial extraction of mineral deposits.
 
We are engaged in the business of developing mineral properties with the intention of locating economic deposits of minerals.  Our Rhyolite Ridge property interest is at the development stage.  Accordingly, it is unlikely that we will realize profits in the short term, and we cannot assure you that we will realize profits in the medium to long term.  Any profitability in the future from our business will be dependent upon development of mineral deposits and further exploration and development of other economic deposits of minerals, each of which is subject to numerous risk factors.  Further, we cannot assure you that, even to the extent mineral deposits have been located, any of our property interests can be commercially mined.  The exploration and development of mineral deposits involves a high degree of financial risk over a significant period of time which a combination of careful evaluation, experience and knowledge of management may not eliminate.  While discovery of additional ore-bearing deposits may result in substantial rewards, few properties which are explored are ultimately developed into producing mines.  Major expenses may be required to construct mining and processing facilities.  It is impossible to ensure that our current development and exploration programs will result in profitable commercial mining operations.  The profitability of our operations will be, in part, directly related to the cost and success of our development and exploration programs which may be affected by a number of factors.  Additional expenditures are required to commercially mine and to construct, complete and install mining and processing facilities in those properties that are actually mined and developed.
 
In addition, development stage projects like ours have no operating history upon which to base estimates of future operating costs and capital requirements.  Estimates of reserves, ore recoveries and cash operating costs are to a large extent based upon the interpretation of geologic data, obtained from a limited number of drill holes and other sampling techniques, and feasibility studies.  Actual operating costs and economic returns of any and all projects may materially differ from estimated costs and returns, and accordingly, our financial condition, results of operations and cash flows may be negatively affected.
 
We face risks related to mining, exploration and mine construction on our properties.
 
Our level of profitability, if any, in future years will depend to a great degree on lithium and boron prices and whether our properties can be brought into production.  Whether it will be economically feasible to extract ore deposits depends on a number of factors, including, but not limited to:  the particular attributes of the deposit, such as size, grade and proximity to infrastructure; sale prices; mining, processing and transportation costs; the willingness of lenders and investors to provide project financing; labor costs and possible labor strikes; and governmental regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting materials, foreign exchange, environmental protection, employment, worker safety, transportation, and reclamation and closure obligations.  The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us receiving an inadequate return on invested capital.  In addition, we are subject to the risks normally encountered in the mining industry, such as:
 
•
the discovery of unusual or unexpected geological formations;
 
•
accidental fires, floods, earthquakes or other natural disasters;
 
•
unplanned power outages and water shortages;
 
•
controlling water and other similar mining hazards;
 
•
operating labor disruptions and labor disputes;
 
10
•
the ability to obtain suitable or adequate machinery, equipment, or labor;
 
•
our liability for pollution or other hazards; and
 
•
other known and unknown risks involved in the conduct of exploration and operation of mines.
 
The nature of these risks is such that liabilities could exceed any applicable insurance policy limits or could be excluded from coverage.  There are also risks against which we cannot insure or against which we may elect not to insure.  The potential costs which could be associated with any liabilities not covered by insurance, or in excess of insurance coverage, or compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, adversely affecting our future earnings and competitive position and, potentially our financial viability.
 
Our long-term success will depend ultimately on our ability to achieve and maintain profitability and to develop positive cash flow from our mining activities.
 
Our long-term success, including the recoverability of the carrying values of our assets, our ability to acquire additional projects, and continuing with development, exploration and commissioning and mining activities on our existing projects, will depend ultimately on our ability to achieve and maintain profitability and to develop positive cash flow from our operations by establishing ore bodies that contain commercially recoverable deposits and develop profitable mining activities.  The economic viability of our mining activities has many risks and uncertainties including, but not limited to:
 
•
a significant, prolonged decrease in the market prices of lithium or boron;
 
•
difficulty in marketing and/or selling lithium or boron;
 
•
significantly higher than expected capital costs to construct our mine;
 
•
significantly higher than expected extraction costs;
 
•
significantly lower than expected ore extraction;
 
•
significantly lower than expected recoveries;
 
•
significant delays, reductions or stoppages of ore extraction activities;
 
•
significant delays in achieving commercial operations; and
 
•
the introduction of significantly more stringent regulatory laws and regulations.
 
Our future mining activities may change as a result of any one or more of these risks and uncertainties, and we cannot assure you that any ore body that we extract mineralized materials from will result in achieving and maintaining profitability and developing positive cash flow.
 
We depend on our ability to successfully access the capital and financial markets.  Any inability to access the capital or financial markets may limit our ability to execute our business plan or pursue investments that we may rely on for future growth.
 
We rely on access to long-term capital markets as a source of liquidity for our capital and operating requirements.  We will require additional capital to establish any future mining operations, which would require funds for construction and working capital.  We cannot assure you that such additional funding will be available to us on satisfactory terms, or at all, or that we will be successful in commencing commercial lithium extraction, or that our sales projections will be realized.
 
11
In order to finance our future capital needs, we expect to raise additional funds through the issuance of additional equity or debt securities.  Depending on the type and the terms of any financing we pursue, shareholders’ rights and the value of their investment in our ordinary shares or the ADSs could be reduced.  Any additional equity financing will dilute shareholdings, and new or additional debt financing, if available, may involve restrictions on financing and operating activities.  In addition, if we issue secured debt securities, the holders of the debt would have a claim to our assets that would be prior to the rights of shareholders until the debt is paid.  Interest on such debt securities would increase costs and negatively impact operating results.  If the issuance of new securities results in diminished rights to holders of our ordinary shares or the ADSs, the market price of the ADSs could be negatively impacted.
 
If we are unable to obtain additional financing, as needed, at competitive rates, our ability to implement our business plan and strategy may be affected, and we may be required to reduce the scope of our operations and scale back our exploration, development and mining programs.  There is, however, no guarantee that we will be able to secure any additional funding or be able to secure funding which will provide us with sufficient funds to meet our objectives, which may adversely affect our business and financial position.
 
Certain market disruptions may increase our cost of borrowing or affect our ability to access one or more financial markets.  Such market disruptions could result from:
 
•
adverse economic conditions;
 
•
adverse general capital market conditions;
 
•
poor performance and health of the lithium or mining industries in general;
 
•
bankruptcy or financial distress of unrelated lithium companies or marketers;
 
•
significant decrease in the demand for lithium; or
 
•
adverse regulatory actions that affect our exploration and construction plans or the use of lithium generally.
 
Our efforts to grow may adversely affect our business, financial condition and results of operations.
 
Future growth may place strains on our financial, technical, operational and administrative resources and cause us to rely more on project partners and independent contractors, potentially adversely affecting our financial position and results of operations.  Our ability to grow will depend on a number of factors, including:
 
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our ability to develop existing properties;
 
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our ability to obtain leases or options on properties;
 
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our ability to identify and acquire new exploratory prospects;
 
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our ability to continue to retain and attract skilled personnel;
 
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our ability to maintain or enter into new relationships with project partners and independent contractors;
 
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the results of our development and exploration programs;
 
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the market prices for our production;
 
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our access to capital; and
 
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our ability to enter into sales arrangements.
 
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We may not be successful in upgrading our technical, operational and administrative resources or increasing our internal resources sufficiently to provide certain of the services currently provided by third parties, and we may not be able to maintain or enter into new relationships with project partners and independent contractors on financially attractive terms, if at all.  Our inability to achieve or manage growth may materially and adversely affect our business, results of operations and financial condition.
 
Our failure to successfully consummate, manage and integrate our Joint Venture with Sibanye-Stillwater, our proposed loan from the DOE Loan Programs Office or any other strategic partnerships we may enter into, could have an adverse effect on us.
 
We believe that the Joint Venture with Sibanye-Stillwater and the loan from the DOE Loan Programs Office will give us additional capital to substantially fund our growth and expand our operational capabilities.  However, our failure to successfully manage and integrate the Joint Venture, the loan from the DOE Loan Programs Office or any future strategic partnerships we enter into could have adverse consequences on us.  Additionally, at this time we cannot predict what effect, if any, the Joint Venture, the loan from the DOE Loan Programs Office or an investment by any potential future strategic partners will have on the trading price of our ordinary shares or the ADSs.
 
We expect the transactions encompassing the Joint Venture to close in calendar year 2024.  However, the closing of such transactions is subject to various conditions precedent, including us making an FID regarding the Rhyolite Ridge Project, obtaining necessary project permits, and securing adequate debt financing.  We cannot guarantee that these conditions precedent will be satisfied or that the Joint Venture transactions will be consummated successfully or at all, or according to our anticipated timeline.  If for any reason the Joint Venture is not consummated successfully or at all, or according to our anticipated timeline, the trading price of our ordinary shares or the ADSs may be adversely affected and we may need to seek a new strategic partnership or other sources of capital in order to fund our growth, which we cannot guarantee we will successfully obtain.
 
Additionally, on January 16, 2023, we announced the finalization of a term sheet and offer of a Conditional Commitment for a proposed loan of up to US$700 million from the DOE Loan Programs Office for financing the construction of the Rhyolite Ridge Project. The proposed loan amount remains subject to negotiation and documentation of long-form agreements and various conditions (including the receipt of a positive record of decision from the U.S. Department of Interior) and may be subsequently revised to appropriately match updated project economics upon satisfaction of several closing conditions. We cannot guarantee that these conditions precedent will be satisfied or that the loan will be consummated successfully or at all, or according to our anticipated timeline.  If for any reason the loan is not consummated successfully or at all, or according to our anticipated timeline, the trading price of our ordinary shares or the ADSs may be adversely affected and we may need to seek other sources of capital in order to fund our growth, which we cannot guarantee we will successfully obtain.
 
We are dependent upon key management employees.
 
The responsibility of overseeing the day-to-day operations and the strategic management of our business depends substantially on our senior management and our key personnel.  Loss of such personnel may have an adverse effect on our performance.  The success of our operations will depend upon numerous factors, many of which are beyond our control, including our ability to attract and retain additional key personnel in sales, marketing, technical support and finance.  We currently depend upon a relatively small number of key persons to seek out and form strategic alliances and find and retain additional employees.  Certain areas in which we operate are highly competitive regions and competition for qualified personnel is intense.  We may be unable to hire suitable field personnel for our technical team or there may be periods of time where a particular position remains vacant while a suitable replacement is identified and appointed.  We may not be successful in attracting and retaining the personnel required to grow and operate our business profitably.
 
Our growth will require new personnel, which we will be required to recruit, hire, train and retain.
 
Members of our management team possess significant experience and have previously carried out or been exposed to exploration and production activities including development of greenfield lithium projects into commercial production.  However, we have limited operating history with respect to lithium projects and our ability to achieve our objectives depends on the ability of our directors, officers and management to implement current plans and respond to any unforeseen circumstances that require changes to those plans.  The execution of our exploration and development plans will place demands on us and our management.  Our ability to recruit and assimilate new personnel will be critical to our performance.  We will be required to recruit additional personnel and to train, motivate and manage employees, which may adversely affect our plans.
 
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Lawsuits against us or affecting our interests in the Rhyolite Ridge Project may be filed, and an adverse ruling in any such lawsuit may adversely affect our business, financial condition or liquidity or the market price of the ADSs.
 
In the normal course of our business, we may become involved in, named as a party to, or be the subject of, various legal proceedings, including regulatory proceedings, tax proceedings and legal actions, relating to personal injuries, property damage, property taxes, land rights, endangered species, the environment and contract disputes, or our interests may be indirectly affected by such legal proceedings.  The outcome of outstanding, pending or future proceedings cannot be predicted with certainty and may be determined adversely to us and as a result, could have a material adverse effect on our assets, liabilities, business, financial condition or results of operations.  Even if we prevail in any such legal proceeding, the proceedings could be costly and time-consuming and may divert the attention of management and key personnel from our business operations, which could adversely affect our financial condition.
 
While such lawsuits and regulatory proceedings have not impacted our permitting or development activities, future legal challenges by third parties, such as environmental advocacy groups, could materially adversely affect our operations.
 
Government regulations relating to mineral rights tenure, permission to disturb areas and the right to operate have the potential to materially adversely affect us.
 
The Project is located on federal lands administered by the Bureau of Land Management (the “BLM”) under the Federal Land Policy and Management Act of 1976 (“FLPMA”).  Proposed BLM actions require review under the National Environmental Policy Act (“NEPA”), and we are currently seeking NEPA review and BLM approval under FLPMA to mine our properties at Rhyolite Ridge.  The process for permitting applications is often complex and time-consuming, requiring a significant amount of time and other resources.  The duration and success of efforts to obtain permits are contingent upon many variables outside of the Company’s control.  Any amendments to our development, mining or production plans would need to be approved by relevant regulatory authorities.  There is no certainty that any future permitting changes will be approved.
 
Certain key federal and other state permits are required for the Rhyolite Ridge Project to proceed.  These include air quality, water pollution control, and reclamation permits and approvals of the Company’s use of water under the water rights certificates and permits the Company holds.  Applications have been submitted for many of the necessary permits and rights.  The Company has received a Water Pollution Control Permit and Class II Air Quality Permit from the State of Nevada.  The Company believes its applications are compliant with applicable laws and regulations and that the regulatory authorities will approve them.  There can be no assurance that all necessary approvals and permits will be obtained for either of the Company’s projects, projected timelines for agency permitting decisions will be met, or the projected costs of permitting will prove accurate.  In addition, most major permitting authorizations are subject to appeals or administrative protests, resulting in the potential for litigation that could lead to administrative reconsiderations or reversals of permitting decisions.  Appeals and similar litigation processes can cause lengthy delays, with uncertain outcomes.  Such issues could impact the expected development timelines of the Company’s projects and have a material adverse effect on our business.
 
Endangered or threatened species protections may impact the development of the project by subjecting it to time delays, restrictions or mitigation measures.  For example, the Center for Biological Diversity petitioned both the U.S. Fish and Wildlife Services (“FWS”) and the Nevada Department of Conservation and Natural Resources (“NDCNR”) to require additional protection for Tiehm’s buckwheat, a plant found along the western margin of the Company’s Rhyolite Ridge ore deposit.  On December 14, 2022, FWS listed Tiehm’s buckwheat as an endangered species under the Endangered Species Act (“ESA”).  The Secretary of Interior also designated critical habitat after taking into consideration the economic impact, the impact on national security and any other relevant impacts.  Given the ESA listing of Tiehm’s buckwheat, BLM is obligated to complete an ESA Section 7 Consultation with FWS and obtain a determination from FWS that the proposed mine plan of operations is not likely to jeopardize the continued existence of Tiehm’s buckwheat or cause the destruction or adverse modification of any designated critical habitat for Tiehm’s buckwheat, before BLM could grant its approval.  The ESA also authorizes FWS to propose “reasonable and prudent measures” to minimize impact on the plant, which would become conditions of BLM’s approval.  The NDCNR process is ongoing.
 
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There is a risk that these and any other habitat protections for endangered and threatened species could compromise the economic viability of future development of the Rhyolite Ridge Project.  The Company is currently working with State and Federal regulators on protection and conservation efforts, including having submitted a revised mine plan of operations in July 2022 that 1) avoids all direct impact to Tiehm’s buckwheat, 2) minimizes and mitigates indirect impacts using standard operating measures and 3) minimizes disturbances within designated critical habitat.
 
Our mineral properties consist of unpatented mining claims that may carry certain risks and uncertainties.
 
Our mineral properties consist of unpatented mining claims which are located on lands administered by the BLM.  The United States retains and manages the surface of these lands and the Company holds only possessory title to the minerals and the right to use the surface to extract and process the minerals.  Title to unpatented mining claims is subject to inherent uncertainties.  These uncertainties relate to such things as the sufficiency of the Company’s discovery of a deposit of valuable minerals as required under the Mining Law of 1972, proper location and posting and marking of boundaries, and possible conflicts with other claims which are not determinable from descriptions of record.  The Company has undertaken investigations of the unpatented mining claims that it acquired from third parties and which it located and is confident that its unpatented mining claims are compliant with federal and state laws.  Substantial mineral exploration, development and mining in the western United States occurs on unpatented mining claims, and these uncertainties are inherent in the mining industry.
 
The present status of our unpatented mining claims located on public lands allows us the right to mine and remove valuable minerals, including lithium and other metals, from the claims conditioned upon applicable environmental reviews and permitting programs.  We also are generally allowed to use the surface of the land solely for purposes related to mining and processing the mineral-bearing ores.  Legal ownership of the land remains with the United States.  We remain at risk that the mining claims may be forfeited either to the United States or to rival private claimants if we fail to comply with statutory requirements, including payment of the federal annual mining claim maintenance fees which presently are US$165.00 for each unpatented mining claim.
 
Before 1994, a mining claim locator who was able to prove the discovery of valuable, locatable minerals on an unpatented mining claim, and to meet all other applicable federal and state requirements and procedures pertaining to the location and maintenance of the unpatented mining claim, had the right to prosecute a patent application to secure fee title to the mining claim from the federal government.  The right to pursue a patent, however, has been subject to a moratorium since October 1994, through federal legislation restricting the BLM from accepting any new mineral patent applications.  If we do not obtain fee title to our unpatented mining claims, we can provide no assurance that we will be able to obtain compensation in connection with an action by BLM to contest or condemn our claims.
 
Legislation has been proposed periodically that could, if enacted, significantly affect the cost of our operations on our unpatented mining claims or the amount of net proceeds of mineral tax we will pay to the State of Nevada on the commencement of production of minerals from the Rhyolite Ridge Project.
 
Members of the U.S. Congress have periodically introduced bills which would supplant or alter the provisions of the Mining Law of 1872.  Such bills have proposed, among other things, to impose a federal royalty on production from unpatented mining claims.  Such proposed legislation could change the cost of holding unpatented mining claims and could significantly impact our ability to develop mineralized material on unpatented mining claims.  Our mining claims are unpatented claims.  Although we cannot predict what legislated royalties might be, the enactment of these proposed bills could adversely affect the potential for development of our unpatented mining claims and the economics of our existing operating mines on federal unpatented mining claims.  Passage of such legislation could adversely affect our financial performance and results of operations.
 
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We are subject to net proceeds of mineral tax payable to the State of Nevada on up to 5% of net proceeds generated the Rhyolite Ridge Project.  Net proceeds are calculated as the excess of gross yield over certain direct costs.  Gross yield is determined as the value received when minerals are sold, exchanged for anything of value or removed from the state.  Direct costs generally include the costs to develop, extract, produce, transport and refine minerals.  From time-to-time Nevada legislators introduce bills which aim to increase the amount of net proceeds of minerals tax which Nevada mining companies pay.
 
Cybersecurity risks and cyber incidents may adversely affect our business.
 
Attempts to gain unauthorized access to our information technology systems become more sophisticated over time. These attempts, which might be related to industrial or other espionage, include covertly introducing malware to our computers and networks and impersonating authorized users, among others. We seek to detect and investigate all security incidents and to prevent their recurrence, but in some cases, we might be unaware of an incident or its magnitude and effects. The theft, unauthorized use, or publication of our intellectual property and/or confidential business information could harm our competitive position, reduce the value of our investment in research and development and other strategic initiatives or otherwise adversely affect our business. In addition, the devotion of additional resources to the security of our information technology systems in the future could significantly increase the cost of doing business or otherwise adversely impact our financial results.
 
Regulatory and Industry Risks
 
The Project will be subject to significant governmental regulations, including the U.S. Federal Mine Safety and Health Act and the Endangered Species Act.
 
Mining activities in the United States are generally subject to extensive federal, state, local and foreign laws and regulations governing environmental and endangered species protection, natural resources, prospecting, development, production, post-closure reclamation, taxes, labor standards and occupational health and safety laws and regulations, including mine safety, toxic substances and other matters.  The costs associated with compliance with such laws and regulations are substantial.  In addition, changes in such laws and regulations, or more restrictive interpretations of current laws and regulations by governmental authorities, could result in unanticipated capital expenditures, expenses or restrictions on or suspensions of our operations and delays in the development of our properties.
 
We must obtain and renew governmental permits in order to develop our mining operations, a process which is often costly and time-consuming.
 
We are required to obtain and renew the licenses, permits, rights-of-way and regulatory consents necessary for our development and exploration activities.  Obtaining and renewing these licenses, permits, rights-of-way and regulatory consents is a complex and time-consuming process.  The timeliness and success of permitting efforts are contingent upon many variables not within our control, including the interpretation of approval requirements administered by the applicable authority.  We may not be able to obtain or renew licenses, permits and regulatory consents that are necessary to our planned operations or the cost and time required to obtain or renew such licenses, permits and regulatory consents may exceed our expectations.  Further, we may not be able to maintain our existing licenses, permits and regulatory consents in full force and effect without modification or revocation adverse to our interests.  Any unexpected delays or costs associated with the permitting process could delay the development, exploration or operation of our properties, which in turn could materially adversely affect our future revenues and profitability.  In addition, key licenses, permits and regulatory consents may be revoked or suspended or may be changed in a manner that adversely affects our activities.
 
Private parties, such as environmental activists, frequently attempt to intervene in the approval process and to persuade regulators to deny necessary licenses, permits and regulatory consents or seek to overturn those that have been issued.  Obtaining the necessary governmental licenses, permits and regulatory consents involves numerous jurisdictions, public hearings, and possibly costly undertakings.  These third-party actions can materially increase the costs and cause delays in the process and could cause us to not proceed with the development or operation of a property.  In addition, our ability to successfully obtain key permits and approvals to develop, explore, operate, and expand operations will likely depend on our ability to undertake such activities in a manner consistent with the creation of social and economic benefits in the surrounding communities, which may or may not be required by law.  Our ability to obtain permits and approvals and to successfully operate in particular communities may be adversely affected by real or perceived detrimental events associated with our activities.
 
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Compliance with environmental regulations and litigation based on environmental regulations could require significant expenditures, and the physical effects of climate change could have an adverse effect on our operations.
 
Environmental regulations mandate, among other things, the maintenance of air and water quality standards, land development and land reclamation, and set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste.  Environmental legislation is evolving in a manner that may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for mining companies and their officers, directors and employees.  New environmental laws and regulations or changes in existing environmental laws and regulations could have a negative effect on exploration activities, operations, production levels and methods of production.  In connection with our current exploration and development activities or in connection with our prior mining operations, we may incur environmental costs that could have a material adverse effect on financial condition and results of operations.  Any failure to remedy an environmental problem could require us to suspend operations or enter into interim compliance measures pending completion of the required remedy.
 
Moreover, governmental authorities and private parties may bring lawsuits based upon damage to property and injury to persons resulting from the environmental, health and safety impacts of prior and current operations.  These lawsuits could lead to the imposition of substantial fines, remediation costs, penalties and other civil and criminal sanctions.  We cannot assure you that any such law, regulation, enforcement or private claim would not have a material adverse effect on our financial condition, results of operations or cash flows.  Mining companies may also be held responsible for the costs of addressing contamination at the site of current or former activities or at third party sites.  Under the Comprehensive Environmental Response, Compensation, and Liability Act and its state law equivalents, present or past owners of a property may be held jointly and severally liable for cleanup costs or forced to undertake remedial actions in response to unpermitted releases of hazardous substances at such property, in addition to, among other potential consequences, potential liability to governmental entities for the cost of damages to natural resources, which may be substantial.
 
Environmental regulations require us to obtain various operating permits, approvals and licenses and also impose standards and controls relating to development and production activities—see above.  For example, FWS has designated critical habitat areas it believes are necessary for survival of Tiehm’s buckwheat, which it listed as an endangered species.  The critical habitat designation could result in further material restrictions to land use and may materially delay or prohibit land access for our development.  Failure to obtain necessary permits or authorizations required under environmental regulations could also result in delays in beginning or expanding operations, incurring additional costs for investigation or cleanup of hazardous substances, litigation, payment of penalties for non-compliance or discharge of pollutants, and post-mining closure, reclamation and bonding, all of which could have a material adverse impact on our financial performance, results of operations and liquidity.
 
We cannot predict at this time what changes, if any, to federal laws or regulations may be adopted or imposed by Congress and the Biden Administration.  We cannot provide any assurance that future changes in environmental laws and regulations will not adversely affect our current operations or future projects.  Any changes to these laws and regulations could have an adverse impact on our financial performance and results of operations by, for example, requiring changes to operating constraints, technical criteria, fees or financial assurance requirements.
 
Congress has from time to time considered adopting legislation to reduce emissions of greenhouse gas emissions (“GHGs”), and a number of state and regional efforts have emerged that are aimed at tracking and/or reducing GHG emissions by means of cap and trade programs.  Cap and trade programs typically require major sources of GHG emissions to acquire and surrender emission allowances in return for emitting those GHGs.  Further, the United States has rejoined the Paris Agreement and has committed to reduce U.S. GHG emissions by up to 52% by 2030.  Various states and local governments such as Nevada’s have also vowed to continue to enact regulations to satisfy their proportionate obligations under the Paris Agreement.  The adoption of legislation or regulatory programs or other government action to reduce emissions of GHGs could require us to incur increased operating costs.  Finally, some scientists have concluded that increasing concentrations of GHGs in the earth’s atmosphere may produce climate changes that could have significant physical effects, such as increased frequency and severity of storms, droughts, and floods and other climatic events; if such effects were to occur, they could have an adverse impact on our operations.
 
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Lithium and boron prices are subject to unpredictable fluctuations.
 
We currently expect to derive revenues, if any, principally from the sale of refined lithium and boron compounds.  The price of these materials may fluctuate widely and is affected by numerous factors beyond our control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities, increased production due to new extraction developments and improved extraction and production methods and technological changes in the markets for the end products.  The effect of these factors on prices, and therefore the economic viability of any of our properties, cannot accurately be predicted.
 
Changes in technology or other developments could result in preferences for substitute products.
 
Lithium, boron and their derivatives are preferred raw materials for certain industrial applications, such as lithium-ion batteries.  Many materials and technologies are being researched and developed with the goal of making batteries lighter, more efficient, faster charging and less expensive.  Some of these technologies could be successful and could adversely affect demand for lithium batteries in personal electronics, electric and hybrid vehicles and other applications.  We cannot predict which new technologies may ultimately prove to be commercially viable and on what time horizon.  In addition, alternatives to such products may become more economically attractive as global commodity prices shift.  Any of these events could adversely affect demand for and market prices of lithium, thereby resulting in a material adverse effect on the economic feasibility of extracting any mineralization we discover and reducing or eliminating any reserves we identify.
 
New production of lithium from current or new competitors in the lithium markets could adversely affect prices.
 
In recent years, new and existing competitors have increased the supply of lithium, which has affected its price.  Further production increases could negatively affect prices.  There is limited information on the status of new lithium production capacity expansion projects being developed by current and potential competitors and, as such, we cannot make accurate projections regarding the capacities of possible new entrants into the market and the dates on which they could become operational.  If these potential projects are completed in the short term, they could adversely affect market lithium prices, thereby resulting in a material adverse effect on the economic feasibility of extracting any mineralization we discover and reducing or eliminating any reserves we identify.
 
Risks Related to an Investment in the ADSs
 
ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiffs in any such action.
 
The deposit agreement governing the ADSs provides that, to the fullest extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to our ordinary shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws.  The waiver of jury trial provision applies to all holders of ADSs, including purchasers who acquire ADSs on the open market.  If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law.  To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court.  However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of New York, which govern the deposit agreement, by a federal or state court in the City of New York, which has non-exclusive jurisdiction over matters arising under the deposit agreement.  In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial.  We believe that this is the case with respect to the deposit agreement and the ADSs.  In addition, New York courts will not enforce a jury trial waiver provision in order to bar a viable setoff or counterclaim sounding in fraud or one which is based upon a creditor’s negligence in failing to liquidate collateral upon a guarantor’s demand, or in the case of an intentional tort claim (as opposed to a contract dispute), none of which we believe are applicable in the case of the deposit agreement or the ADSs.  It is advisable that you consult legal counsel regarding the jury waiver provision before entering obtaining ADSs.
 
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If you or any other holder of ADSs bring a claim against us or the depositary in connection with matters arising under the deposit agreement or the ADSs, including claims under federal securities laws, you or such other holder may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us and/or the depositary.  If a lawsuit is brought against us or the depositary under the deposit agreement, it may be heard only by a judge of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiffs in any such action.
 
Nevertheless, if this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the deposit agreement with a jury trial.
 
Limitations in the deposit agreement may not be effective to waive claims against the Company based on compliance with the federal securities laws.
 
Although the deposit agreement provides a waiver of jury trial as described above, we have been advised that no condition, stipulation or provision of the deposit agreement or ADSs can serve as a waiver by any owner or holder of ADSs or by us or the depositary of compliance with any substantive provision of the U.S. federal securities laws and the rules and regulations promulgated thereunder.  Accordingly, we expect to be subject to a jury trial in actions based on such laws, rules and regulations.
 
The market price and trading volume of the ADSs may be volatile and may be affected by economic conditions beyond our control.
 
The market price of the ADSs may be highly volatile and subject to wide fluctuations.  In addition, the trading volume of the ADSs may fluctuate and cause significant price variations to occur.  If the market price of the ADSs declines significantly, you may be unable to resell the ADSs at or above the purchase price, if at all.  We cannot assure you that the market price of the ADSs will not fluctuate or significantly decline in the future.
 
Some specific factors that could negatively affect the price of the ADSs or result in fluctuations in their price and trading volume include:
 
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changes or delays in development or exploration activities;
 
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actual or expected fluctuations in our prospects or operating results;
 
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changes in the demand for, or market prices of, lithium or boron;
 
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additions to or departures of our key personnel;
 
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fluctuations of exchange rates between the U.S. dollar and the Australian dollar;
 
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changes or proposed changes in laws and regulations;
 
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changes in trading volume of ADSs on Nasdaq and of our ordinary shares on the ASX;
 
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sales or perceived potential sales of the ADSs or ordinary shares by us, our directors, senior management or our shareholders in the future;
 
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•
announcement or expectation of additional financing efforts; and
 
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conditions in the U.S. or Australian financial markets or changes in general economic conditions.
 
An active trading market for the ADSs may not be maintained, and the trading price for our ordinary shares may fluctuate significantly.
 
We listed our ADSs on Nasdaq in June 2022, and we cannot assure you that an active public market for the ADSs will be maintained.  If an active public market for the ADSs is not maintained, the market price and liquidity of the ADSs may be adversely affected, and you may experience a decrease in the value of the ADSs regardless of our operating performance.  We are aware that following past periods of volatility in the market price of a company’s securities, shareholders of those companies have often instituted securities class action litigations.  If we were to become involved in a class action suit, it could divert the attention of senior management and, if adversely determined, could have a material adverse effect on our results of operations and financial condition.
 
ADS holders are not our shareholders and do not have shareholder rights.
 
The Bank of New York Mellon, as depositary, registers and delivers the ADSs.  ADS holders are not treated as our shareholders and do not have shareholders rights.  The depositary is the holder of our ordinary shares underlying the ADSs.  Holders of ADSs have ADS holder rights.  A deposit agreement among us, the depositary, ADS holders, and the beneficial owners of ADSs, sets out ADS holder rights as well as the rights and obligations of the depositary.  New York law governs the deposit agreement and the ADSs.  We and the depositary may amend or terminate the deposit agreement without the ADS holders’ consent in a manner that could prejudice ADS holders.  For a description of ADS holder rights, see “Additional Information—Constitutional Documents—Description of Share Capital—American Depositary Shares.” Our shareholders have shareholder rights.  Australian law and our Constitution govern shareholder rights.
 
ADS holders do not have the same voting rights as our shareholders.  Shareholders are entitled to receive our notices of general meetings and to attend and vote at our general meetings of shareholders.  At a general meeting, every shareholder present (in person or by proxy, attorney or representative) and entitled to vote has one vote on a show of hands.  Every shareholder present (in person or by proxy, attorney or representative) and entitled to vote has one vote per fully paid ordinary share on a poll.  This is subject to any other rights or restrictions that may be attached to any shares.  ADS holders may instruct the depositary to vote the ordinary shares underlying their ADSs.  ADS holders will not be entitled to attend and vote at a general meeting unless they surrender their ADSs and withdraw the ordinary shares.  However, ADS holders may not have sufficient advance notice about the meeting to surrender their ADSs and withdraw the shares.  If we ask for ADS holders’ instructions, the depositary will notify ADS holders of the upcoming vote and arrange to deliver our voting materials and form of notice to them.  If we ask the depositary to solicit voting instructions, the depositary will try, as far as practical, subject to Australian law and the provisions of the depositary agreement, to vote the shares as ADS holders instruct.  The depositary will not vote or attempt to exercise the right to vote other than in accordance with the instructions of ADS holders.  We cannot assure ADS holders that they will receive the voting materials in time to ensure that they can instruct the depositary to vote their shares.  In addition, there may be other circumstances in which ADS holders may not be able to exercise voting rights.
 
ADS holders do not have the same rights to receive dividends or other distributions as our shareholders.  Subject to any special rights or restrictions attached to any shares, the directors may determine that a dividend will be payable on our ordinary shares and fix the amount, the time for payment and the method for payment (although we have never declared or paid any cash dividends on our ordinary shares and we do not anticipate paying any cash dividends in the foreseeable future).  Dividends may be paid on our ordinary shares of one class but not another and at different rates for different classes.  Dividends and other distributions payable to our shareholders with respect to our ordinary shares generally will be payable directly to them.  Any dividends or distributions payable with respect to ordinary shares represented by ADSs will be paid to the depositary, which has agreed to pay to ADS holders the cash dividends or other distributions it or the custodian receives on shares or other deposited securities, after deducting its fees and expenses.  Before the depositary makes a distribution to you in respect of your ADSs, any withholding taxes that must be paid will be deducted.  Additionally, if the exchange rate fluctuates during a time when the ADS depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution.  ADS holders will receive these distributions in proportion to the number of ordinary shares their ADSs represent.  In addition, there may be certain circumstances in which the depositary may not pay to ADS holders amounts distributed by us as a dividend or distribution.
 
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There are circumstances where it may be unlawful or impractical to make distributions to the holders of the ADSs.
 
The deposit agreement requires the depositary to convert foreign currency distributions it receives on deposited ordinary shares into U.S. dollars and distribute the net U.S. dollars to ADS holders if it can do so on a reasonable basis and transfer the money to the United States.  If it cannot make that conversion and transfer, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so.  If a distribution is payable by us in Australian dollars, the depositary will hold the foreign currency it cannot convert for the account of ADS holders who have not been paid.  It will not invest the foreign currency and it will not be liable for any interest.  If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, ADS holders may lose some of the value of the distribution.  The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders.  This means that ADS holders may not receive the distributions we make on our ordinary shares or any value for them if it is illegal or impractical for us to make them available to them.
 
Rights as a holder of ordinary shares are governed by Australian law and our Constitution and differ from the rights of shareholders under U.S. law.  Holders of the ADSs may have difficulty in effecting service of process in the United States or enforcing judgments obtained in the United States.
 
We are a public company incorporated under the laws of Australia.  Therefore, the rights of holders of our ordinary shares are governed by Australian law and our Constitution.  These rights differ from the typical rights of shareholders in U.S. corporations.  The rights of holders of ADSs are affected by Australian law and our Constitution but are governed by U.S. law.  Circumstances that under U.S. law may entitle a shareholder in a U.S. company to claim damages may also give rise to a cause of action under Australian law entitling a shareholder in an Australian company to claim damages.  However, this will not always be the case.
 
Holders of the ADSs may have difficulties enforcing, in actions brought in courts in jurisdictions located outside the United States, liabilities under U.S. securities laws.  In particular, if such a holder sought to bring proceedings in Australia based on U.S. securities laws, the Australian court might consider whether:
 
•
it did not have jurisdiction;
 
•
it was not an appropriate forum for such proceedings;
 
•
applying Australian conflict of laws rule, U.S. law (including U.S. securities laws) did not apply to the relationship between holders of our ordinary shares or ADSs and us or our directors and officers; or
 
•
the U.S. securities laws were of a public or penal nature and should not be enforced by the Australian court.
 
Certain of our directors and executive officers are residents of countries other than the United States.  Furthermore, a portion of our and their assets are located outside the United States.  As a result, it may not be possible for a holder of our ordinary shares or ADSs to:
 
•
effect service of process within the United States upon certain directors and executive officers or on us;
 
•
enforce in U.S. courts judgments obtained against any of our directors and executive officers or us in the U.S. courts in any action, including actions under the civil liability provisions of U.S. securities laws;
 
21
•
enforce in U.S. courts judgments obtained against any of our directors and senior management or us in courts of jurisdictions outside the United States in any action, including actions under the civil liability provisions of U.S. securities laws; or
 
•
bring an original action in an Australian court to enforce liabilities against any of our directors and executive officers or us based upon U.S. securities laws.
 
Holders of our ordinary shares and the ADSs may also have difficulties enforcing in courts outside the U.S. judgments obtained in the U.S. courts against any of our directors and executive officers or us, including actions under the civil liability provisions of the U.S. securities laws.
 
The dual listing of our ordinary shares and the ADSs may adversely affect the liquidity and value of the ADSs.
 
Our ordinary shares are listed on the ASX.  We cannot predict how the dual listing of our ordinary shares on ASX and our ADSs on Nasdaq will affect the value of these securities.  Dual listing may dilute the liquidity in one or both markets and may adversely affect the development of an active trading market for the ADSs in the United States.
 
Currency fluctuations may adversely affect the price of the ADSs relative to the price of our ordinary shares.
 
The price of our ordinary shares is quoted in Australian dollars and the price of the ADSs is quoted in U.S. dollars.  Movements in the Australian dollar/U.S. dollar exchange rate may adversely affect the U.S. dollar price of the ADSs and the U.S. dollar equivalent of the price of our ordinary shares.  If the Australian dollar weakens against the U.S. dollar, the U.S. dollar price of the ADSs could decline, even if the price of our ordinary shares in Australian dollars increases or remains unchanged.  If we pay dividends, we will likely calculate and pay any cash dividends in Australian dollars and, as a result, exchange rate movements will affect the U.S. dollar amount of any dividends holders of the ADSs will receive from the depositary.
 
As a foreign private issuer, we are permitted and expect to follow certain home country corporate governance practices in lieu of certain Nasdaq requirements applicable to domestic issuers.
 
As a foreign private issuer listed on Nasdaq, we will be permitted to, and intend to, follow certain home country corporate governance practices in lieu of certain Nasdaq practices.  In particular, we follow home country law instead of Nasdaq practice regarding:  (i) the requirement that a majority of the board of directors be independent; (ii) the establishment of independent committees to oversee compensation matters and director nominations; (iii) the requirement that we obtain shareholder approval for certain dilutive events, such as an issuance that may result in a change of control of the company, certain transactions other than a public offering involving issuances of a 20% or more interest in the company and certain acquisitions of the stock or assets of another company; and (iv) the requirement to have at least annual meetings of independent directors in executive sessions.  See “Item 16G.  Corporate Governance” for additional information with respect to these differences.
 
As a foreign private issuer, we are permitted to file less information with the SEC than a company that files as a domestic issuer.
 
As a foreign private issuer, we are exempt from certain rules under the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, that impose disclosure requirements as well as procedural requirements for proxy solicitations under Section 14 of the Exchange Act.  In addition, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act.  Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as a company that files as a domestic issuer whose securities are registered under the Exchange Act, nor are we generally required to comply with the SEC’s Regulation FD, which restricts the selective disclosure of material non-public information.
 
Under Australian law, we prepare financial statements on an annual and semi-annual basis, we are not required to prepare or file quarterly financial information other than quarterly updates.  Our quarterly updates have consisted of a brief review of operations for the quarter together with a statement of cash expenditure during the quarter, the cash and cash equivalents balance as at the end of the quarter and estimated cash outflows for the following quarter.
 
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For as long as we are a “foreign private issuer,” we intend to file our annual financial statements on Form 20-F and furnish our semi-annual financial statements and quarterly updates on Form 6-K to the SEC as long as we are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act.  However, the information we file or furnish is not the same as the information that is required in annual and quarterly reports on Form 10-K or Form 10-Q for U.S. domestic issuers.  Accordingly, there may be less information publicly available concerning us than there is for a company that files as a U.S. issuer.
 
We may lose our foreign private issuer status, which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur additional legal, accounting and other expenses.
 
We are required to determine our status as a foreign private issuer on an annual basis at the end of our second fiscal quarter.  We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies:  (1) the majority of our executive officers or directors are U.S. citizens or residents; (2) more than 50% of our assets are located in the United States; or (3) our business is administered principally in the United States.  Since more than 50% of our assets are located in the United States, we will lose our status as a foreign private issuer if more than 50% of our outstanding voting securities are held by U.S. residents as of the last day of our second fiscal quarter in any year.  If we lost this status, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers.  We may also be required to make changes in our corporate governance practices and to comply with United States generally accepted accounting principles, as opposed to IFRS.  The regulatory and compliance costs to us under U.S. securities laws if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be higher than the cost we would incur as a foreign private issuer.  As a result, we expect that a loss of foreign private issuer status would increase our legal and financial compliance costs.
 
We are an emerging growth company, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies may make the ADSs less attractive to investors and, as a result, adversely affect the price of the ADSs and result in a less active trading market for the ADSs.
 
We are an emerging growth company as defined in the U.S. Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies.  For example, we have elected to rely on an exemption from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act relating to internal control over financial reporting, and we will not provide such an attestation from our auditors.
 
We may avail ourselves of these disclosure exemptions until we are no longer an emerging growth company.  We cannot predict whether investors will find the ADSs less attractive because of our reliance on some or all of these exemptions.  If investors find the ADSs less attractive, it may adversely affect the price of the ADSs and there may be a less active trading market for the ADSs.
 
We will cease to be an emerging growth company upon the earliest of:
 
•
the last day of the fiscal year during which we have total annual gross revenues of US$1,235,000,000 (as such amount is indexed for inflation every five years by the United States Securities and Exchange Commission, or SEC) or more;
 
•
the last day of our fiscal year following the fifth anniversary of the completion of our first sale of common equity securities pursuant to an effective registration statement under the Securities Act, which is currently expected to be June 30, 2028, unless we change our fiscal year;
 
•
the date on which we have, during the previous three-year period, issued more than US$1,000,000,000 in non-convertible debt; or
 
23
•
the date on which we are deemed to be a “large accelerated filer”, as defined in Rule 12b-2 of the Exchange Act, which would occur in future fiscal years if the market value of our ordinary shares and ADSs that are held by non-affiliates exceeds US$700,000,000 as of the last day of our most recently-completed second fiscal quarter.
 
We will incur significant increased costs as a result of operating as a company whose ADSs are publicly traded in the United States, and our management will be required to devote substantial time to new compliance initiatives.
 
As a company whose ADSs will be publicly traded in the United States, we will incur significant legal, accounting, insurance and other expenses that we did not previously incur.  In addition, the Sarbanes-Oxley Act, Dodd-Frank Wall Street Reform and Consumer Protection Act and related rules implemented by the SEC, have imposed various requirements on public companies including requiring establishment and maintenance of effective disclosure and internal controls.  Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives, and we will need to add additional personnel and build our internal compliance infrastructure.  Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly.  These laws and regulations could also make it more difficult and expensive for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our senior management.  Furthermore, if we are unable to satisfy our obligations as a public company in the United States, we could be subject to delisting of the ADSs, fines, sanctions and other regulatory action and potentially civil litigation.
 
We do not anticipate paying dividends in the foreseeable future.
 
We do not anticipate paying dividends in the foreseeable future.  We currently intend to retain future earnings, if any, to finance the development of our business.  Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion of our Board of Directors on the basis of our earnings, financial requirements and other relevant factors, and subject to Australian law.  As a result, a return on your investment will only occur if the ADS price appreciates.  We cannot assure you that the ADSs will appreciate in value or even maintain the price at which you purchase the ADSs.  You may not realize a return on your investment in the ADSs and you may even lose your entire investment in the ADSs.
 
If U.S. securities or industry analysts do not publish research reports about our business, or if they issue an adverse opinion about our business, the market price and trading volume of our ordinary shares or ADSs could decline.
 
The trading market for our ordinary shares and ADSs will be influenced by the research and reports that U.S. securities or industry analysts publish about us or our business.  Securities and industry analysts may discontinue research on us, to the extent such coverage currently exists, or in other cases, may never publish research on us.  If no or too few U.S. securities or industry analysts commence coverage of our Company, the trading price for the ADSs would likely be negatively affected.  In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover us downgrade the ADSs or publish inaccurate or unfavorable research about our business, the market price of the ADSs would likely decline.  If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for the ADSs could decrease, which might cause our price and trading volume to decline.  In addition, research and reports that Australian securities or industry analysts publish about us, our business or our ordinary shares may impact the market price of the ADSs.
 
You may be subject to limitations on transfers of the ADSs.
 
The ADSs are transferable on the books of the depositary.  However, the depositary may close its transfer books at any time or from time to time when it deems expedient in connection with the performance of its duties.  In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deems it advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.
 
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Our Constitution and Australian laws and regulations applicable to us may adversely affect our ability to take actions that could be beneficial to our shareholders.
 
As an Australian company we are subject to different corporate requirements than a corporation organized under the laws of the United States.  Our Constitution, as well as the Australian Corporations Act, set forth various rights and obligations that are unique to us as an Australian company.  These requirements may operate differently than those of many U.S. companies.  You should carefully review the summary of these matters set forth under the section entitled “Additional Information—Share Capital” as well as our Constitution, which is included as an exhibit to this registration on Form 20-F, prior to investing in the ADSs.
 
If we fail to maintain proper internal controls, our ability to produce accurate financial statements or comply with applicable regulations could be impaired.
 
We are subject to the reporting obligations under the U.S. securities laws.  The SEC, as required under Section 404 of the Sarbanes-Oxley Act, has adopted rules requiring a public company to include a report of management on the effectiveness of such company’s internal control over financial reporting in its annual report on Form 20-F.  In addition, once we cease to be an “emerging growth company,” as such term is defined in the JOBS Act, an independent registered public accounting firm for a public company must issue an attestation report on the effectiveness of our internal control over financial reporting.  If in the future we are unable to conclude that we have effective internal controls over financial reporting or our independent auditors are unwilling or unable to provide us with an unqualified report on the effectiveness of our internal controls over financial reporting as required by the Sarbanes-Oxley Act, investors may lose confidence in our operating results, the price of the ADSs could decline and we may be subject to litigation or regulatory enforcement actions.  In addition, if we are unable to meet the requirements of the Sarbanes-Oxley Act, we may not be able to remain listed on Nasdaq.
 
We believe that we were a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes for the taxable year ended June 30, 2023, and we expect to be a passive foreign investment company for the taxable year ending June 30, 2024, which could have adverse tax consequences for our investors.
 
The rules governing PFICs can have adverse consequences for U.S. investors for U.S. federal income tax purposes.  Under the Internal Revenue Code of 1986, as amended (the “Code”), we will be a PFIC for any taxable year in which, after the application of certain “look-through” rules with respect to our subsidiaries, either (i) 75% or more of our gross income consists of “passive income,” or (ii) 50% or more of the average quarterly value of our assets consist of assets that produce, or are held for the production of, “passive income.” Passive income generally includes interest, dividends, rents, certain non-active royalties and capital gains.  As discussed in “Taxation—Material U.S.  Federal Income Tax Considerations—Certain Tax Consequences If We Are a PFIC,” we believe that we were a PFIC for the taxable year ended June 30, 2023 because we did not have active business income in that taxable year, and we expect to be a PFIC for the current taxable year ending June 30, 2024 because we do not expect to begin active business operations in the current taxable year.
 
If we are characterized as a PFIC for any taxable year during which a U.S. Holder (as defined in “Taxation—Material U.S. Federal Income Tax Considerations”) holds ADSs or ordinary shares, we generally would continue to be treated as a PFIC with respect to that U.S. Holder for all succeeding years during which the U.S. Holder holds ADSs or ordinary shares, even if we ceased to meet the threshold requirements for PFIC status.  Such a U.S. Holder may suffer adverse tax consequences, including ineligibility for any preferential tax rates on capital gains or on actual or deemed dividends, interest charges on certain taxes treated as deferred and additional reporting requirements under U.S. federal income tax laws and regulations.  A U.S. Holder may, in certain circumstances, make a timely qualified electing fund (“QEF”) election or a mark-to-market election to avoid or minimize the adverse tax consequences described above.  We do not, however, expect to provide the information regarding our income that would be necessary in order for a U.S. Holder to make a QEF election.  Potential investors should consult their own tax advisors regarding all aspects of the application of the PFIC rules to the ADSs and ordinary shares.
 
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If we fail to maintain proper internal controls, our ability to produce accurate financial statements or comply with applicable regulations could be impaired.

We are subject to the reporting obligations under the U.S. securities laws. The SEC, as required under Section 404 of the Sarbanes-Oxley Act, has adopted rules requiring a public company to include a report of management on the effectiveness of such company’s internal control over financial reporting in its annual report on Form 20-F. In addition, once we cease to be an “emerging growth company,” as such term is defined in the JOBS Act, an independent registered public accounting firm for a public company must issue an attestation report on the effectiveness of our internal control over financial reporting. If in the future we are unable to conclude that we have effective internal controls over financial reporting or our independent auditors are unwilling or unable to provide us with an unqualified report on the effectiveness of our internal controls over financial reporting as required by the Sarbanes-Oxley Act, investors may lose confidence in our operating results, the price of the ADSs could decline and we may be subject to litigation or regulatory enforcement actions.

ITEM 4.
INFORMATION ON THE COMPANY
 
A.
History and Development of the Company
 
Overview
 
ioneer Ltd’s primary business is developing a lithium-boron mine and processing facility, known as the Rhyolite Ridge Project, in Esmeralda County, Nevada, United States.  The Project is located on public land administered by the BLM of the U.S. Department of Interior. ioneer Ltd. currently holds a 100% interest in the project; however, under the terms of the Joint Venture with Sibanye-Stillwater, if certain conditions are met and Sibanye-Stillwater makes its US$490 million equity contribution, ioneer will operate and hold a 50% interest in the Project.
 
The SEC maintains an internet site at http://www.sec.gov that contains reports, information statements, and other information regarding issuers that file electronically with the SEC.
 
History
 
Several previous drilling and exploration projects have occurred at or near the project site, with the earliest known boron exploration beginning in the 1890s.  Major exploration activities at the site have included:
 
•
Stauffer Chemicals drilling boreholes in the vicinity more than 50 years ago.
 
•
U.S. Borax drilled 16 holes on the Cave Spring property between 1987 and 1992 and excavated and sampled numerous trenches. U.S. Borax held claims until sometime after 2000, at which time the property was released by U.S. Borax and acquired by Gold Summit Corp.
 
•
In 2003, our predecessor, Global Geoscience Limited, began exploratory operations in Nevada under the leadership of our current Managing Director, Bernard Rowe.
 
•
In 2010 and 2011, JOGMEC-American Lithium, after acquiring the property from Gold Summit, resampled existing trenches and drilled a total of 21 diamond core HQ-sized core holes (approximately 16,850 feet) as well as 15 reverse circulation (RC) rotary percussion holes (approximately 12,000 feet) in the South Basin, for a total of nearly 29,000 feet of drilling.
 
•
In 2015, Boundary Peak Minerals acquired mineral rights to the property prior to its transfer to us in 2016.
 
ioneer’s history at Rhyolite Ridge has included:
 
•
In 2016, we acquired our initial interest in the Rhyolite Ridge Project under a Mining Lease and Option to Purchase Agreement with Boundary Peak Minerals dated June 3, 2016.  We exercised our option to purchase and acquired title to the unpatented mining claims.
 
•
During 2016 and 2017, we drilled an additional 28 RC holes (17,330 feet) and 3 diamond HQ core holes (about 2,800 feet) at the property, for a total of over 20,000 feet of drilling.
 
26
•
During 2017 and 2018, we performed all payment obligations under the mining lease.
 
•
In October 2018, we completed a Prefeasibility Study (PFS).
 
•
During 2018 and 2019, we commissioned additional infill drilling to further define the lithium-boron resource at the site, collecting and testing approximately 29,000 feet of additional core and installing one test well, three monitoring wells, and five vibrating wire piezometers.  In addition, we signed our first binding offtake agreement for boron.
 
•
In 2020, we completed a definitive feasibility study which affirmed the Project’s scale, long life and potential to become a low-cost and globally significant producer of both lithium and boron products.
 
•
During 2021, we announced our first lithium offtake agreement and continued to advance engineering, funding discussions and project permitting.
 
•
In September 2021, we agreed to enter into the Strategic Partnership with Sibanye-Stillwater to develop the Rhyolite Ridge Project.  Under the terms of the agreement, subject to the satisfaction of conditions precedent, Sibanye-Stillwater will contribute US$490 million for a 50% interest in the Joint Venture holding the project, with ioneer maintaining a 50% interest and retaining operatorship.
 
•
In October 2021, the Company completed a US$70 million strategic investment by Sibanye-Stillwater.
 
•
In February 2022, we announced that EcoPro Group, a major Korean battery manufacturer had increased its 3-year lithium offtake volume to 7,000 tpa.
 
•
In June 2022, our ADSs were listed and commenced trading on Nasdaq.
 
•
In July 2022, we agreed a binding 5-year offtake agreement with the Ford Motor Company for 7,000 tpa of lithium carbonate.
 
•
In August 2022, we announced a binding 5-year offtake agreement with Prime Planet Energy & Solutions, Inc. (“PPES”), a joint venture between Toyota Motor Corporation and Panasonic Corporation, for 4,000 tpa of lithium carbonate.
 
•
In December 2022, the BLM announced its decision to publish the Notice of Intent for Rhyolite Ridge Lithium-Boron Project in the federal register, representing a major milestone toward completion of the NEPA process and approval of the Project’s Plan of Operations.
 
•
In January 2023, we announced finalization of a term sheet and offer of a Conditional Commitment 1 for a proposed loan of up to US$700 million from the DOE Loan Programs Office for financing the construction of the Rhyolite Ridge Lithium-Boron Project.
 
Following the completion of all permitting activities, pre-construction engineering works, offtake agreements for lithium and boron and funding discussions, we intend to undertake mining and processing activities to become a U.S. source of lithium and boron.
 
27
graphic

Location of the Rhyolite Ridge Project in Nevada
 
Our U.S. office is located at 9460 Double R. Blvd, Suite 200, Reno, Nevada 89521.  Our corporate office is located at Suite 16.01, Level 16, 213 Miller Street North Sydney, NSW 2060, Australia.  The telephone number of our U.S. office is +1 (775) 382-4800 and the telephone number of our corporate office is +61 (2) 9922-5800.
 
Our ordinary shares are publicly traded on the Australian Securities Exchange, or ASX, under the symbol “INR”.
 
Our ADSs, each representing 40 of our ordinary shares, are listed on Nasdaq under the symbol “IONR”.  The Bank of New York Mellon acts as depositary for the ADSs.
 
We also maintain a web site at www.ioneer.com and therhyoliteridgeproject.com.  The information contained on our website or available through our website is not incorporated by reference into and should not be considered a part of this annual report on Form 20-F, and the reference to our website in this annual report on Form 20-F is an inactive textual reference only.
 
We were originally incorporated on October 26, 2001 as Paradigm Geoscience Pty Ltd.  The Company changed its name to Global Geoscience Pty Limited on September 21, 2007 and was listed on the Australian Stock exchange as a public company on December 19, 2007.  On October 31, 2018, the Company changed its name to ioneer Ltd.
 
Strengths
 
We believe that we are well-positioned to successfully execute our business strategies because of the following competitive strengths:
 
•
Demonstrated potential to become a world-class lithium-boron producer
 
•
DFS confirms plans for a large, long life, low cost operation
 
•
Strategically advantageous location in a tier-one mining jurisdiction with easy access to key US and Asian markets
 
•
Set to produce two materials essential in a modern world and well-positioned to capitalize on expected electric vehicle demand boom in 2023 and beyond
 
•
Completed offtake strategy for both boron and lithium production, and obtained significant equity financing, subject to the satisfaction of conditions precedent, via the Strategic Partnership with Sibanye-Stillwater
 
•
Highly experienced board and management with necessary skills to develop, build and operate a world-class lithium-boron mine
 
•
Engaged top-tier mining, engineering, processing and environmental partners in Fluor, WSP, Veolia, and SNC Lavalin.
 
Development Plans
 
Subject to market conditions and the ability to define an economically viable project, our business plan for the Project is to become a low-cost and globally significant producer of both lithium and boron products.  We plan to effect our business plan by:
 
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•
Complete required permitting and zoning activities.  Though we must obtain several permits, there are three key permits necessary before we can begin construction at Rhyolite Ridge, namely:
 
•
a Class II Air Quality Permit from the Nevada State Government (Received in June 2021),
 
•
a Water Pollution Control Permit from the Nevada State Government (Received July 2021); and
 
•
completion of an environmental review and final decision by the federal government authorizing the use of federal land under the National Environmental Policy Act (“NEPA”).
 
•
Undertake discussions with potential offtake parties for future sales of lithium and boron products.
 
•
Lithium – We announced our first lithium offtake agreement on June 30, 2021 with EcoPro, a large Korean battery manufacturer.  On February 16, 2022 we announced that EcoPro had exercised an option under the agreement to increase the annual supply volume.  Under the agreement, we will deliver 7,000 tonnes per annum (tpa) of lithium carbonate to EcoPro over a three-year term, which we estimate will represent approximately one-third of our projected lithium carbonate production over that period.  On July 22, 2022 we announced a five-year binding offtake agreement with the Ford Motor Company for the supply of 7,000 tpa of technical grade lithium carbonate.  On August 1, 2022 we announced the signing of a further five-year binding offtake agreement with PPES, a joint venture battery company between Toyota Motor Corporation and Panasonic Corporation.  The agreement is for a total of 4,000 tonnes per annum of lithium carbonate from ioneer’s Rhyolite Ridge Lithium-Boron operation in Nevada and represents approximately 19% of annual output in the first five years of production.  In total, the three binding offtake agreements account for approximately 87% of our expected first three years of production of lithium carbonate. In May 2023, we announced a commercial offtake agreement partnership with Dragonfly Energy Holdings Corp. (“Dragonfly”) for a variable amount of surplus tons available after meeting previously announced offtake commitments. The contract duration is three years beginning when ioneer notifies Dragonfly that the project has been fully completed and commissioned.
 
•
Boron – On December 18, 2019, we announced our first binding offtake agreement for the sale of boric acid to Dalian Jinma Boron Technology Group Co. Ltd (“Jinma”) for 105,000 tpa of boric acid which included a distribution agreement for the territories of China and Taiwan.  On May 21, 2020, we announced that we had secured two separate boric acid Distribution and Sales Agreements for the supply of boric acid to Kintamani Resources Pte Limited and Boron Bazar Limited.  In aggregate, the volume commitments and minimum volume targets in these agreements place 100% of our first year of projected boric acid production, and more than 85% of boric acid production in years two and three.  As with our lithium carbonate agreements, we anticipate entering into offtake and other sales agreements with a variety of partners to build a diversified customer base for our boric acid production.  We anticipate that our boric acid production will account for approximately 30% of the Project’s revenue.
 
•
Complete pre-construction engineering.  This workstream includes progressing engineering from the DFS phase to the start of the Full Notice to Proceed (“FNTP”) phase; also known as the Engineering, Procurement, and Construction Management (“EPCM”) phase.  The key aim of ongoing activities is to be construction ready to support construction mobilization following FNTP award.  The FNTP award will be dependent on the receipt of all permitting.
 
•
Complete required financing activities.  We estimated in April 2020 that development of the Rhyolite Ridge Project would require approximately US$785 million, and we will update the cost estimate prior to making a FID. If we ultimately make an FID to develop the Project, we will need to secure substantial additional funds to complete development. We expect to obtain a US$490 million equity contribution from Sibanye- Stillwater as part of the Strategic Partnership, subject to the satisfaction of conditions precedent. In January 2023, the Project received a conditional commitment from the DOE Loan Program’s Office to provide up to US$700 million of debt financing. Even if the conditions precedent are met and Sibanye-Stillwater makes a US$490 million equity contribution, we may need to secure substantial additional funds, through future debt or equity financings, to complete development of the Project.
 
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•
Complete Construction at the Rhyolite Ridge Project.  We will commence construction as soon as all permitting is received, funding is in place and the Company makes an FID to construct the Project.  Our best current estimate for starting construction is in the first half of calendar year 2024, the construction period is anticipated to be 24 months, meaning we expect to complete the construction of the mine by the first half of calendar year 2026.
 
•
First production by calendar year 2026.  We aim to have our first production by calendar year 2026 (assuming an FID is taken in the first half of calendar year 2024). We anticipate a 6-month period of ramp-up of production. At this stage we anticipate producing 20,600 tonnes per annum (tpa) of lithium carbonate in the first 3 years of production and 174,400 tpa of boric acid.
 
•
Continue our exploration program.  Our development of the Rhyolite Ridge Project is situated in the southern basin (the “South Basin”) and all resource and reserve estimates are for the South Basin.  Pursuant to our mine plan of operations, we intend to conduct further activities to define additional reserves and resources in the South Basin.  We are also currently undertaking technical studies to assess the additional economic potential of the northern basin of Rhyolite Ridge (the “North Basin”) and defining additional reserves and resources.
 
Summary Mineral Resource and Ore Reserve Data
 
We are required by ASX Listing Rules to report ore reserves and mineral resources in Australia in compliance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code 2012 Edition) prepared by the Joint Ore Reserves Committee of The Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia (JORC).  In contrast, the SEC generally requires disclosure of mining reserves in accordance with Regulation S-K, Subpart 1300.
 
The information included in the tables below regarding estimated quantities and quality of our resources and reserves is based on estimates included in the TRS, which is filed as an exhibit to this annual report on Form 20-F.
 
30
Mineral Resource Estimate – South Basin Rhyolite Ridge (March 2023)
 
Processing
Stream
Group
Classification
Short
Tons
(Mt)
Li
(ppm)
B
(ppm)
Li2CO3
(wt. %)
H3BO3
(wt. %)
Li2CO3
(kt)
H3BO3
(kt)
Stream 1
(> 5,000 ppm B)
Upper Zone
B5 Unit
Measured
3.4
1,900
17,950
1.0
10.3
30
350
Indicated
20.6
1,750
17,450
0.9
10.0
190
2,060
Inferred
6.1
1,950
15,200
1.0
8.7
60
530
Total
30.2
1,800
17,050
1.0
9.7
290
2,940
Upper Zone
M5 Unit
Measured
0.6
2,450
5,450
1.3
3.1
10
20
Indicated
2.0
1,600
6,550
0.9
3.8
20
70
Inferred
0.0
0
0
0.0
0.0
0
0
Total
2.5
1,800
6,300
1.0
3.6
20
90
Upper Zone
S5 Unit
Measured
0.8
1,800
6,250
0.9
3.6
10
30
Indicated
2.5
950
6,700
0.5
3.8
10
90
Inferred
0.0
0
0
0.0
0.0
0
0
Total
3.2
1,150
6,600
0.6
3.8
20
120
Upper Zone
Total
Measured
4.7
1,950
14,550
1.0
8.3
50
400
Indicated
25.1
1,650
15,550
0.9
8.9
220
2,230
Inferred
6.1
1,950
15,200
1.0
8.7
60
530
Total
35.9
1,750
15,350
0.9
8.8
330
3,160
Lower Zone
L6 Unit
Measured
14.1
1,350
7,650
0.7
4.4
100
620
Indicated
42.9
1,400
11,300
0.7
6.5
320
2,770
Inferred
12.8
1,350
12,750
0.7
7.3
90
930
Total
69.8
1,400
10,800
0.7
6.2
510
4,320
Total Stream 1
(all zones)
Measured
18.9
1,500
9,400
0.8
5.4
150
1,010
Indicated
68.0
1,500
12,850
0.8
7.4
540
5,000
Inferred
18.9
1,550
13,550
0.8
7.7
160
1,470
Total
105.8
1,500
12,350
0.8
7.1
850
7,480
Stream 2
(> 1,090 ppm Li,
no B COG)
Upper Zone
B5 Unit
Indicated
0.0
2,200
4,150
1.2
2.4
0
0
Inferred
0.0
0
0
0.0
0.0
0
0
Total
0.0
2,200
4,150
1.2
2.4
0
0
Upper Zone
M5 Unit
Indicated
66.3
2,400
1,300
1.3
0.7
850
490
Inferred
16.4
2,500
750
1.3
0.4
220
70
Total
82.8
2,450
1,200
1.3
0.7
1,070
560
Upper Zone
S5 Unit
Indicated
18.3
1,700
1,350
0.9
0.8
170
140
Inferred
3.9
1,500
400
0.8
0.2
30
10
Total
22.2
1,650
1,200
0.9
0.7
200
150
Upper Zone Total
Indicated
84.7
2,250
1,300
1.2
0.8
1,020
640
Inferred
20.3
2,300
650
1.2
0.4
250
80
Total
105.0
2,250
1,200
1.2
0.7
1,270
710
Lower Zone
L6 Unit
Indicated
90.0
1,500
1,600
0.8
0.9
710
830
Inferred
29.2
1,600
1,050
0.8
0.6
250
170
Total
119.2
1,500
1,450
0.8
0.8
960
1,000
Total Stream 2
(all zones)
Indicated
174.7
1,850
1,450
1.0
0.8
1,730
1,460
Inferred
49.5
1,900
900
1.0
0.5
500
250
Total
224.2
1,850
1,350
1.0
0.8
2,230
1,720
Grand Total Both Streams and All Units
330.0
1,750
4,900
0.9
2.8
3,080
9,200

Notes:
 
1.
Mt = Million short tons; Li = Lithium; B = Boron; ppm = parts per million; Li2CO3 = Lithium carbonate; H3BO3 = boric acid; kt = thousand short tons.
 
31
2.
Totals may differ due to rounding, Mineral Resources reported on a dry in-situ basis and are exclusive of Mineral Reserves. Lithium is converted to Lithium carbonate (Li2CO3) using a conversion factor of 5.322 and Boron is converted to boric acid (H3BO3) using a conversion factor of 5.718.
 
3.
The Statement of Estimates of Mineral Resources has been compiled by Mr. Jerry DeWolfe, who is a full-time employee of WSP and a Professional Geologist (P.Geo.) with the Association of Professional Engineers and Geoscientists of Alberta (APEGA). Mr. DeWolfe has sufficient experience that is relevant to the style of mineralization and type of deposit under consideration and to the activity that he has undertaken to qualify as a QP as defined in S-K 1300.
 
4.
All Mineral Resources figures reported in the table above represent estimates at March 31, 2023. Mineral Resource estimates are not precise calculations, being dependent on the interpretation of limited information on the location, shape and continuity of the occurrence and on the available sampling results. The totals contained in the above table have been rounded to reflect the relative uncertainty of the estimate. Rounding may cause some computational discrepancies.
 
5.
Mineral Resources are reported in accordance with S-K 1300.

6.
The reported Mineral Resource estimate was constrained by a conceptual Mineral Resource optimized pit shell for the purpose of establishing reasonable prospects of economic extraction based on potential mining, metallurgical and processing grade parameters identified by mining, metallurgical and processing studies performed to date on the Project. Key inputs in developing the Mineral Resource pit shell included a 5,000 ppm Boron cut-off grade for the HiB-Li Mineralization and a 1,090 ppm Lithium cut-off grade for the LoB-Li mineralization., Mining cost of US$2.07/short ton plus $0.00163/short ton-vertical meter of haulage; plant feed processing and grade control costs of US$41.23/ short ton of plant feed for the HiB-Li processing stream and US$36.91/ton for the LoB-Li clay processing stream; Boron and Lithium recovery of 83.5% and 81.8%, respectively for the HiB-Li processing stream and by unit recoveries of 76% (M5), 85% (S5) and 86% (L6) for the LoB-Li clay processing stream; boric acid sales price of US$635/short ton; Lithium carbonate sales price of US$9,070/short ton; and sales/transport costs of US$145/short ton of product.
 
The Mineral Resource estimates presented in this section are based on the factors related to the geological and grade models presented in section 11.2 of the TRS, and the criteria for reasonable prospects of economic extraction are described in Section 11.3 of the TRS.  The Mineral Resource estimates may be affected positively or negatively by additional exploration that expands the geological database and models of lithium-boron mineralization on the project.  The Mineral Resource estimates could also be materially affected by any significant changes in the assumptions regarding forecast product prices, mining, and process recoveries, or production costs.  If the price assumptions are decreased or the assumed production costs increased significantly, then the cut-off grade must be increased and, if so, the potential impacts on the Mineral Resource estimates would likely be material and need to be re-evaluated.
 
In December 2022, the United States Fish and Wildlife Service (USFWS) listed Tiehm’s buckwheat as an endangered species under the Endangered Species Act (ESA) and has designated critical habitat by way of applying a 500 meter radius around several distinct plant populations that occur on the Project site. ioneer is committed to the protection and conservation of the Tiehm’s buckwheat. The Project’s Mine Plan of Operations submitted to the BLM in July 2022 and currently under NEPA review has no direct impact on Tiehm’s buckwheat and includes measures to minimize and mitigate for indirect impacts within the designated critical habitat areas identified.
 
The Mineral Resource estimates are also based on assumptions that a mining project may be developed, permitted, constructed, and operated at the project.  Any material changes in these assumptions would materially and adversely affect the Mineral Resource estimates for the project; potentially reducing to zero.  Examples of such material changes include extraordinary time required to complete or perform any required activities, or unexpected and excessive taxation, or regulation of mining activities that become applicable to a proposed mining project on the project.  Except as described in this section, the WSP QP does not know of environmental, permitting, legal, title, taxation, socio-economic, marketing, political, or other relevant factors that could materially affect the Mineral Resource estimates.
 
32
Mineral Reserve Estimate – Rhyolite Ridge Project
 
 
Area
  
Classification
  
Short
Tons2
(Mt)
  
Li
Grade3
(ppm)
  
B
Grade3
(ppm)
  
Equivalent Grade4
  
Equivalent
Contained Short
Tons5
 
Li2CO3
(%)
  
H3BO3
(%)
  
Li2CO3
(kt)
  
H3BO3
(kt)
 
Stage 1
Quarry
  
Proved
  
12.0
  
2,050
  
14,950
  
1.1
  
8.5
  
130
  
1,030
 
Provable
  
0.0
  
0
  
0
  
0.0
  
0.0
  
0
  
0
 
Total
  
12.0
  
2,050
  
14,950
  
1.1
  
8.5
  
130
  
1,030
 
Stage 2
Quarry
  
Proved
  
20.0
  
1,800
  
17,100
  
1.0
  
190
  
190
  
1,950
 
Provable
  
34.5
  
1,700
  
14,650
  
0.9
  
310
  
310
  
2,880
 
Total
  
54.5
  
1,750
  
15,550
  
0.9
  
8.9
  
500
  
4,830
 
Stage 1 + 2
Quarry
  
Proved
  
32.0
  
1,900
  
16,250
  
1.0
  
9.3
  
320
  
2,970
 
Provable
  
34.5
  
1,700
  
14,650
  
0.9
  
8.4
  
310
  
2,880
 
Total
  
66.5
  
1,800
  
15,400
  
1.0
  
8.8
  
630
  
5,850

Notes:
 
1.
Mt = million short tons; Li = Lithium; B = Boron; ppm = parts per million; Li2CO3 = Lithium Carbonate; H3BO3 = boric acid; kt = thousand tonnes.
 
2.
Proven and Probable Reserve Tons have been rounded to the nearest 0.5 Mt.  Total Mineral Reserve Tons have been calculated from the unrounded tonnages and rounded to the nearest 0.5Mt.
 
3.
Lithium (Li) and Boron (B) grades have been rounded to the nearest 50 parts per million (ppm).
 
4.
Equivalent Lithium Carbonate (Li2CO3) and Boric Acid (H3BO3) grades have been rounded to the nearest tenth of a percent.
 
5.
Equivalent Contained Lithium Carbonate (Li2CO3) and Boric Acid (H3BO3) tonnages for the Proven and Probable Reserve classifications have been rounded to the nearest 10,000 short tons.  Total Contained Tons have been calculated from the unrounded tonnages and rounded to the nearest 10,000 short tons.
 
6.
Mineral Reserves reported on a dry basis delivered to the processing plant stockpile.  Lithium is converted to equivalent contained tons of lithium carbonate (Li2CO3) using a stochiometric conversion factor of 5.3228, and boron is converted to equivalent contained tons of boric acid (H3BO3) using a stochiometric conversion factor of 5.718.  Equivalent stochiometric conversion factors are derived from the molecular weights of the individual elements which make up Li2CO3 and H3BO3.
 
7.
The statement of estimates of Mineral Reserves has been compiled by Mr. Terry Kremmel, who is a full-time employee of  WSP and a certified Professional Engineer (PE) in the US and a registered member of the Society for Mining, Metallurgy, & Exploration (SME).  Mr. Kremmel has sufficient experience that is relevant to the style of mineralization and type of deposit under consideration and to the activity that he has undertaken to qualify as a qualified person (“QP”) as defined in Regulation S-K Subpart 1300.
 
8.
All Mineral Reserve figures reported in the table above represent estimates at March 17, 2020.  The Mineral Reserve estimate is not a precise calculation, being dependent on the interpretation of limited information on the location, shape and continuity of the occurrence and on the available sampling results.  The totals contained in the above table have been rounded to reflect the relative uncertainty of the estimate.  Mineral Reserves are reported in accordance with the US SEC Regulation S-K Subpart 1300.
 
33
9.
The reported Mineral Resource estimate was constrained by a conceptual Mineral Resource optimized pit shell for the purpose of establishing reasonable prospects of economic extraction based on potential mining, metallurgical and processing grade parameters identified by mining, metallurgical and processing studies performed to date on the Project. Key inputs in developing the Mineral Resource pit shell included a 5,000 ppm Boron cut-off grade for the HiB-Li Mineralization and a 1,090 ppm Lithium cut-off grade for the LoB-Li mineralization., Mining cost of US$2.07/short ton plus $0.00163/short ton-vertical meter of haulage; plant feed processing and grade control costs of US$41.23/ short ton of plant feed for the HiB-Li processing stream and US$36.91/ton for the LoB-Li clay processing stream; Boron and Lithium recovery of 83.5% and 81.8%, respectively for the HiB-Li processing stream and by unit recoveries of 76% (M5), 85% (S5) and 86% (L6) for the LoB-Li clay processing stream; boric acid sales price of US$635/short ton; Lithium carbonate sales price of US$9,070/short ton; and sales/transport costs of US$145/short ton of product.
 
10.
Key inputs included a 5,000 ppm boron cut-off grade, Mining cost of US$2.07/short ton plus $0.00163/short ton-vertical foot of haulage plant feed processing and grade control costs of US$41.23/ short ton of plant feed boron and lithium recovery of 83.5% and 81.8%, respectively; boric acid sales price of US$635/short ton; lithium carbonate sales price of US$9,072/short ton; and sales/transport costs of US$145/short ton of product.
 
U.S. Regulations
 
We have internal controls for reviewing and documenting the information supporting the mineral reserve and mineral resource estimates, describing the methods used, and ensuring the validity of the estimates. These internal control processes were not materially impacted by the adoption of S-K 1300. Information that is utilized to compile mineral reserves and mineral resources is prepared and certified by appropriate QPs and is subject to our internal review process, which includes review by a QP. The QP and management agree on the reasonableness of the criteria for the purposes of estimating resources and reserves. Calculations using these criteria are reviewed and validated by the QP. We recognize the risks inherent in mineral resource and reserve estimates, such as the geological complexity, interpretation and extrapolation of data, changes in operating approach, macroeconomic conditions and new data, among others. Overestimated resources and reserves resulting from these risks could have a material effect on future profitability.

We are an “emerging growth company” under the U.S. Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and will continue to qualify as an “emerging growth company” until the earliest to occur of:
 
•
the last day of the fiscal year during which we have total annual gross revenues of US$1,235,000,000 (as such amount is indexed for inflation every five years by the SEC) or more;
 
•
the last day of our fiscal year following the fifth anniversary of the completion of our first sale of common equity securities pursuant to an effective registration statement under the Securities Act , which is currently expected to be June 30, 2028, unless we change our fiscal year;
 
•
the date on which we have, during the previous three-year period, issued more than US$1,000,000,000 in non-convertible debt; or
 
•
the date on which we are deemed to be a “large accelerated filer”, as defined in Rule 12b-2 of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur in future fiscal years if the market value of our ordinary shares and ADSs that are held by non-affiliates exceeds US$700,000,000 as of the last day of our most recently-completed second fiscal quarter.
 
An emerging growth company may take advantage of specified exemptions from various requirements that are otherwise applicable to public companies in the United States.  Generally, a company that registers any class of its securities under Section 12 of the Exchange Act is required to include in the second and all subsequent annual reports filed by it under the Exchange Act, a management report on internal control over financial reporting and an auditor attestation report on management’s assessment of the company’s internal control over financial reporting.  However, for so long as we continue to qualify as an emerging growth company, we will be exempt from the requirement to include an auditor attestation report in our annual reports filed under the Exchange Act.  In addition, Section 103(a)(3) of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, has been amended by the JOBS Act, to provide that, among other things, auditors of an emerging growth company are exempt from any rules of the Public Company Accounting Oversight Board minimum mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the company.
 
We are also considered a “foreign private issuer” pursuant to Rule 405 under the Securities Act.  As a foreign private issuer, we are exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act.  In addition, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our ordinary shares or ADSs.  Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as United States companies whose securities are registered under the Exchange Act.  In addition, we are not required to comply with Regulation FD (Fair Disclosure), which restricts the selective disclosure of material information.
 
34
Under Australian law, we prepare financial statements on an annual and semi-annual basis, and we are not required to prepare or file quarterly financial information other than quarterly updates.  Our quarterly updates consist of a brief review of operations for the quarter together with a statement of cash expenditure during the quarter, the cash and cash equivalents balance as at the end of the quarter and estimated cash outflows for the following quarter.
 
For as long as we are a “foreign private issuer” we intend to file our annual financial statements on Form 20-F and furnish our semi-annual financial statements and quarterly updates on Form 6-K to the SEC for so long as we are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act.  However, the information we file or furnish is not the same as the information that is required in annual and quarterly reports on Form 10-K or Form 10-Q for U.S. domestic issuers.  Accordingly, there may be less information publicly available concerning us than there is for a company that files as a domestic issuer.
 
We may take advantage of these exemptions until such time as we are no longer a foreign private issuer.  We are required to determine our status as a foreign private issuer on an annual basis at the end of our second fiscal quarter.  We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies:  (1) the majority of our executive officers or directors are U.S. citizens or residents; (2) more than 50% of our assets are located in the United States; or (3) our business is administered principally in the United States.  Since more than 50% of our assets are located in the United States, we will lose our status as a foreign private issuer if more than 50% of our outstanding voting securities are held by U.S. residents as of the last day of our second fiscal quarter in any year.  See “Risk Factors— We may lose our foreign private issuer status, which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur additional legal, accounting and other expenses.”
 
35
Capital Expenditures
 
Our capital expenditures for fiscal 2023, 2022 and 2021 amounted to US$33.6 million, US$32.0 million, US$20.9 million, respectively.
 
Our capital expenditures have historically consisted principally of expenditures on exploration drilling, permitting, PFS engineering, the Rhyolite Ridge pilot plant, DFS, vendor engineering and post DFS engineering.  We financed these expenditures principally through the issue of new ordinary shares in the Company.
 
B.
Business Overview
 
Overview
 
ioneer Ltd’s primary business is to develop a lithium-boron mine and processing facility, known as the Rhyolite Ridge Project, in Esmeralda County, Nevada, United States.  The project is located on public land administered by the BLM of the U.S. Department of Interior. ioneer Ltd. currently holds a 100% interest in the project.  Under the terms of a Joint Venture agreement with Sibanye-Stillwater, if certain conditions are met and Sibanye-Stillwater makes its US$490 million equity contribution, Sibanye-Stillwater will acquire a 50% ownership interest in the Joint Venture and ioneer will operate and retain a 50% interest in the Joint Venture. Under the terms of a conditional loan from the U.S. Department of Energy Loans Program Office, if certain conditions are met, a loan of up to US$700 million will be available to help fund the Project.
 
Marketing
 
Because we are a development stage company, we do not currently have any marketing or distribution channels or sales agreements. We continue to develop our marketing and sales plans as we progress toward development of the Project. We have completed our pre-production plans for the sale of lithium carbonate and boric acid. These offtakes deliver on ioneer’s strategy to ensure our lithium, produced in the U.S., is delivered into the U.S. supply chain for electric vehicles. For boric acid, we have entered into one binding offtake and two sales and distribution agreements with committed and minimum target volumes totaling 100% of our expected first year and more than 85% of our expected boric acid production for years two and three. All of the aforementioned agreements are subject to conditions precedent, including the taking of an FID. We expect to enter into additional agreements of the same type in the near term and from time to time. The primary agreements we have entered into as of the date hereof include:

•
Binding lithium offtake supply agreement between the Company and EcoPro Innovation Co. Ltd, a three-year agreement for a total of 7,000 tpa of lithium carbonate, upon commencement of production.
 
•
Binding lithium offtake supply agreement between the Company and the Ford Motor Company, a five-year agreement for a total of 7,000 tpa of lithium carbonate, upon commencement of production.
 
•
Binding lithium offtake supply agreement between the Company and PPES, a joint venture between Toyota Motor Corporation and Panasonic Corporation, a five-year agreement for a total of 4,000 tpa of lithium carbonate, upon commencement of production.
 
•
Binding boric acid offtake agreement between the Company and Dalian Jinma Boron Technology, a five-year agreement for 105,000 tpa of boric acid, upon commencement of production.
 
•
Three-year boric acid distribution and sales agreement with Kintamani Resources Pte Limited for certain minimum sales volume targets of boric acid, upon commencement of production.
 
•
Three-year boric acid distribution and sales agreement with Boron Bazar Limited for certain minimum sales volume targets of boric acid, upon commencement of production.
 
36
Permitting
 
We currently have permits authorizing the exploration drilling activities we have conducted with respect to the Project.  We are required to obtain governmental permits for our exploration activities and may be required to renew the permits we already have.  Prior to developing or mining any mineralization that we discover, we will be required to obtain new governmental permits authorizing, among other things, any mine development activities and mine operating activities.  We have obtained two key permits:  a Class II Air Quality Permit from the Nevada State Government (Received in June 2021), and a Water Pollution Control Permit from the Nevada State Government (received July 2021).  On December 20, 2022, the BLM published a Notice of Intent (NOI) regarding the Project Mine Plan of Operations (Plan).  Publication of the NOI marked the beginning of the National Environmental Policy Act (NEPA) review process.  Following a public comment period on the scope of the environmental review, the Environmental Impact Statement (EIS) contractor Stantec, the BLM, and other cooperating government agencies are evaluating comments received during scoping and resource information gathered by ioneer to prepare the EIS.  The Plan will be updated to reflect the outcomes of the NEPA review before it is finalized.  The NEPA process culminates in the BLM’s Record of Decision (ROD), which represents the Department of Interior’s final decision on ioneer’s application for an approved Plan of Operations.  Obtaining and renewing governmental permits is a complex and time-consuming process and involves numerous jurisdictions, public hearings and possibly costly undertakings.  The timeliness and success of permitting efforts are contingent upon many variables not within our control, including the interpretation of permit approval requirements administered by the applicable permitting authority.  We may not be able to obtain or renew permits that are necessary to our planned operations or the cost and time required to obtain or renew such permits may exceed our expectations.  Any unexpected delays or costs associated with the permitting process could delay the exploration, development or operation of our properties.
 
See “Risk Factors—We must obtain and renew governmental permits in order to develop our mining operations, a process which is often costly and time-consuming.” Please also refer to the Executive Summary of the DFS, available on our website at https://www.ioneer.com/rhyolite-ridge/dfs-summary, for a full list of the permits that are required for us to mine, refine and produce lithium and boron products at Rhyolite Ridge.
 
Specialized Skills and Knowledge
 
We rely on specialized skills and knowledge to gather, interpret and process geological and geophysical data, successfully permit and then design, build and operate extraction facilities and numerous additional activities required to extract lithium and boron.  We expect to employ a strategy of contracting consultants and other service providers to supplement the skills and knowledge of our permanent staff in order to provide the specialized skills and knowledge to undertake our lithium operations effectively.
 
Competition
 
We compete with other mining companies, many of which possess greater financial resources and technical facilities than we do, in connection with the acquisition of suitable exploration properties and in connection with the engagement of qualified personnel.  The mining development and exploration industry is fragmented, and we are a very small participant in this sector.  Many of our competitors explore for a variety of minerals and control many different properties around the world.  Many of them have been in business longer than we have and have established more strategic partnerships and relationships and have greater financial accessibility than we have.
 
While we compete with other exploration companies in acquiring suitable properties, we believe that there would be readily available purchasers of lithium, boron and other minerals if they were to be produced from any of our leased properties.  The price of minerals can be affected by a number of factors beyond our control, including:
 
•
fluctuations in the market prices for lithium or boron;
 
•
fluctuating supplies of lithium or boron;
 
•
changes in the demand for, or market prices of, lithium or boron; and
 
37
•
mining activities of others.
 
Government Regulations
 
Overview
 
Our exploration operations at the Project are subject to extensive laws and regulations, which are overseen and enforced by multiple U.S. federal, state and local authorities.  These laws govern exploration, development, production, exports, various taxes, labor standards, occupational health and safety, waste disposal, protection and remediation of the environment, protection of endangered and protected species and other matters.  Mineral exploration operations are also subject to U.S. federal and state laws and regulations that seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment.  Various permits from government bodies are required for drilling operations to be conducted, and we cannot assure you such permits will be received.  Environmental laws and regulations also may:
 
•
require notice to stakeholders of proposed and ongoing operations;
 
•
require the installation of pollution control equipment;
 
•
restrict the types, quantities and concentration of various substances that can be released into the environment in connection with mining or drilling activities;
 
•
limit or prohibit mining or drilling activities on lands located within wetlands, areas inhabited by endangered species and other protected areas, or otherwise restrict or prohibit activities that could impact the environment, including scarce water resources;
 
•
impose substantial liabilities for pollution resulting from current or former operations on or for any preexisting environmental impacts at the Project site; and
 
•
require preparation of an Environmental Assessment or an Environmental Impact Statement.
 
As of the date hereof, other than with respect to the acquisition of the Project and related permitting activities, we have not been required to spend material amounts on compliance with environmental regulations.  However, compliance with these laws and regulations may impose substantial costs on us, subject us to significant potential liabilities, and have an adverse effect upon our capital expenditures, results of operations or competitive position.  Violations and liabilities with respect to these laws and regulations could result in significant administrative, civil, or criminal penalties, remedial clean-ups, natural resource damages, permit modifications or revocations, operational interruptions or shutdowns and other liabilities.  The costs of remedying such conditions may be significant, and remediation obligations could adversely affect our business, results of operations and financial condition.  Additionally, Congress and federal and state agencies frequently revise environmental laws and regulations, and any changes in these regulations could require us to expend significant resources to comply with new laws or regulations or changes to current requirements and could have a material adverse effect on our business operations.
 
U.S. Legal Framework
 
The Project will be required to comply with applicable environmental protection laws and regulations and licensing and permitting requirements.  The material environmental, health and safety laws and regulations that we may need to comply with include, among others, the following United States federal laws and regulations:
 
•
NEPA, which requires evaluation of the environmental impacts of mining operations that require federal approvals;
 
•
Clean Air Act, or CAA, and its amendments, which governs air emissions;
 
38
•
Clean Water Act, or CWA, which governs discharges to and excavations within the waters of the United States;
 
•
Safe Drinking Water Act, or SDWA, which governs the underground injection and disposal of wastewater;
 
•
FLPMA, which governs BLM’s management of the federal public lands;
 
•
Resource Conservation and Recovery Act, or RCRA, which governs the management of solid waste;
 
•
Comprehensive Environmental Response, Compensation, and Liability Act, or CERCLA, which imposes liability where hazardous substances have been released into the environment (commonly known as Superfund); and
 
•
Federal Mine Safety and Health Act, which established the primary safety and health standards regarding working conditions of employees engaged in mining, related operations, and preparation and milling of the minerals extracted, as well as the Occupational Safety and Health Act, which regulates the protection of the health and safety of workers to the extent such protection is not already addressed by the Federal Mine Safety and Health Act.
 
In addition, the ESA restricts activities that may affect endangered and threatened species or their habitats.  Some of our operations may be located in areas that are designated as habitats for endangered or threatened species.  In February 2016, FWS published a final policy which alters how it identifies critical habitat for endangered and threatened species.  A critical habitat designation could result in further material restrictions to federal and private land use and could delay or prohibit land access or development.  Moreover, the United States Fish and Wildlife Service continues its effort to make listing decisions and critical habitat designations where necessary for over 250 species, as required under a 2011 settlement approved by the United States District Court for the District of Columbia, and many hundreds of additional anticipated listing decisions have already been identified beyond those recognized in the 2011 settlement.  The designation of previously unprotected species as being endangered or threatened could cause us to incur additional costs or become subject to operating restrictions in areas where the species are known to exist.  On December 14, 2022, FWS listed Tiehm’s buckwheat as an endangered species under the Endangered Species Act (“ESA”).  The Secretary of Interior also designated critical habitat to accompany the Tiehm’s buckwheat listing.  On January 18, 2023, the BLM issued a trespass notice to us for the unauthorized use of certain Tiehm’s buckwheat habitat. Upon receipt of the notice, we have fully cooperated with the BLM and have not received further notice.  Our operations are also subject to certain analogous and other state environmental law and regulations, including laws and regulations related to the reclamation of mined lands, which require the Company to provide financial assurances to secure reclamation permits before the commencement of mining operations.
 
Compliance with these and other federal and state laws and regulations could result in delays in obtaining, or failure to obtain, government permits and approvals, delays in beginning or expanding operations, limitations on production levels, incurring additional costs for investigation or cleanup of hazardous substances, payment of fines, penalties or remediation costs for non-compliance, and post-mining closure, reclamation and bonding.  We cannot presently predict which federal laws and regulations may be amended by Congress and the Biden Administration, respectively.
 
C.
Organizational Structure
 
ioneer Limited is principally a holding company with a number of subsidiaries.  Through these subsidiaries ioneer Limited owns 100% of the Project.
 
ioneer Limited owns all of the voting common stock issued by ioneer Holdings Nevada Inc. (a Nevada corporation) which in turn wholly owns ioneer USA Corporation (a Nevada corporation) and ioneer Minerals Corporation (a Nevada corporation). ioneer Limited wholly owns ioneer Canada ULC (a Canadian unlimited liability company) which in turn wholly owns ioneer Holdings USA Inc. (a Nevada corporation). ioneer Holdings USA Inc. owns all of the nonvoting preferred stock issued by ioneer Holdings Nevada Inc. (a Nevada corporation).
 
39
ioneer USA Corporation and Ioneer Minerals Corporation wholly own ioneer Rhyolite Ridge Holdings LLC (a Nevada limited liability company), which wholly owns ioneer Rhyolite Ridge MidCo LLC (a Nevada limited liability company), which wholly owns Ioneer Rhyolite Ridge LLC (a Nevada limited liability company), which wholly owns Ioneer Rhyolite SLP LLC.  Ioneer Rhyolite Ridge LLC and Ioneer Rhyolite SLP LLC own the Project assets.
 
As of September 30, 2023, we hold our 100% interest in the Project through the foregoing described entities.  Upon the completion of the transactions encompassing the Joint Venture, which we expect to close in calendar year 2024 subject to various conditions precedent, our interests in the Project will be held through ioneer Rhyolite Ridge Holdings LLC, which will be 50% owned by us and 50% owned by an entity or entities affiliated with Sibanye-Stillwater.
 
In addition to its ownership interest in ioneer Rhyolite Ridge Holdings LLC, ioneer USA Corporation wholly owns Gerlach Gold LLC (a Nevada limited liability company), which owns certain mining claims which are not part of the Project, and Paradigm AZ LLC (an Arizona limited liability company), an inactive entity which has no assets.
 
D.
Property, Plant and Equipment
 
Description of the Property
 
Our principal asset is the Rhyolite Ridge Lithium-Boron project in Nevada, USA.
 
Location and Coordinates
 
The property is located in the west-central portion of Nevada’s Esmeralda County on public land administered by the BLM within the Silver Peak Range.  Rhyolite Ridge is approximately 13 miles northeast from Dyer, Nevada (nearest town); 65 miles southwest of Tonopah, Nevada (closest city); 215 miles from Reno (third largest city in Nevada); and 255 miles from Las Vegas (largest city in Nevada) (all driving distances).  Surface elevations at the Project site range from 5,535 to 6,010 feet (1,687 to 1,832 meters) above sea level.  The South Basin, where our development of the Project is currently situated, measures 4 miles by 1 mile and covers an area of just under 2,000 acres.  Rhyolite Ridge South Basin extends from approximately UTM 14,232,000 N to 14,246,000 N, and from 2,830,000 E to 2,842,000 E (NVSPW 1983, feet).  Total surface area for the Rhyolite Ridge South Basin Project is approximately 7,861 acres.  The Project site is located 15 miles west of Albermarle’s Silver Peak Lithium Mine (Figure 3.1), currently the only producing Lithium mine in the US.  The coordinate system is presented in imperial units using the using the Nevada State Plane Coordinate System of 1983, West Zone (NVSPW 1983) projection, and the North American Vertical Datum of 1988 (NAVD 88).
 
No private surface rights are required for the project as the project is located on BLM ground including the access road which ioneer will have a right of way.  Groundwater surface rights will be transferred from existing Fish Lake Valley (FLV) basin water rights holders to ioneer, as FLV is a closed basin such that it is closed to new groundwater rights. ioneer currently has sufficient lease options in place with landowners to cover all construction and operational water needs.  Groundwater change applications will then need to be submitted to NDWR to officially transfer point of diversion and place of use for all Project groundwater rights.  The groundwater change process will include NDWR review as well as a public comment period.  Surface water rights will be required for the three Project ponds; and will be acquired through new surface water right applications from NDWR.  These applications are in preparation and will be submitted at a later date. ioneer has agreements in place securing the necessary water rights for the Project.  There are no known encumbrances to the Mineral Resources or Mineral Reserves on the Property.  See sections 3 and 15 of the TRS for additional information about the Project’s location and coordinates.
 
40
Infrastructure
 
The Project area is readily serviced by sealed highways (Hwy 95 or Hwy 6 and Hwy 264) and an unimproved gravel county road.  The Project site may be reached from the towns of Tonopah or Dyer.  Regular airline access to the Project area is available via international airports in Las Vegas 240 miles by road) or Reno (225 miles by road). ioneer is working with Esmeralda County officials in developing a traffic management plan that will integrate new access roads to the facility with the existing county roads in the area.  Consideration will be given to make certain that the safety of all users of county roads is not compromised through development of the Project.  The Project is near a region of active lithium brine extraction and open-pit gold mining.  The nearest operations are the Mineral Ridge Gold Mine, which has been in operation or under care and maintenance since 2011, and the Silver Peak Lithium Mine, which has been in operation since the 1960s.  There are paved roads, powerlines and small towns that have a history of servicing the mining industry in the area.  Nevada is considered one of the world’s most favorable and stable mining jurisdictions, and there is a high degree of experienced, qualified, and skilled personnel available to meet workforce requirements for the Project.  Housing options near the site are limited and there are not currently any plans to construct a workforce camp.  ioneer plans to contribute to individual housing support, which is included in the operating costs estimate, and may also invest in local housing infrastructure.  The Rhyolite Ridge Project is designed to operate separately from the Nevada power grid.  Power will be produced onsite using a steam turbine generator.  Steam will be produced from the waste heat boiler in the sulphuric acid plant, to supply the steam turbine generator.  Fresh water will be supplied by wells that are approximately 1.5-miles from site near the quarry perimeter.  The line will supply the site’s domestic and firewater needs, as well as the process make-up water.  Water derived from sources of groundwater will be integrated into the water supply and distribution system using pipelines to provide water to meet site needs (i.e., make-up process water, dust control, fire suppression, potable needs).  There is sufficient water available to meet processing and dust control requirements, with water recycling and reuse systems in place where possible.  See sections 4 and 15 of the TRS for additional information about the Project’s infrastructure.
 
Mining Claims
 
The mineral tenement and land tenure for the Project comprises a total of 386 unpatented lode mining claims (totaling approximately 7,861 acres). in three claim groups, held by two wholly owned subsidiaries of ioneer.  Most of the claims, 366 (7,448 acres), are held by ioneer Minerals Corporation, with the remaining 20 claims (413 acres) held by ioneer USA Corporation.  The three claim groups include, South Lithium Basin (SLB), Solid Leasable Mineral (SLM), and Rhyolite Ridge (RR).  The 386 claims are shown in Figure 3.2.  Each claim is subject to a yearly maintenance fee of $165.00, totaling $63,690 for the 386 claims.
 
Please see Figures 3.1 and 3.2 in the TRS, which is filed as an exhibit to this annual report on Form 20-F, for maps showing the boundaries of the Project and the lode mining claims.
 
Development Plans
 
We continue to work towards securing all necessary permits and approvals required for the construction and operation of the Project.  In addition, other key remaining workstreams include completing the equity and debt funding agreements for the Project and completing detail engineering and vendor engineer to ensure we are construction ready.  We may also elect to undertake additional exploration and evaluation drilling, and optimization works.  See “A. History and Development of the Company” for more information about our development plans.
 
ITEM 4A.
UNRESOLVED STAFF COMMENTS
 
Not applicable.
 
ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
 
The following discussion and analysis should be read in conjunction with our financial statements and related notes included elsewhere in this annual report on Form 20-F.  The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.  Our actual results could differ materially from those discussed in the forward-looking statements.  Factors that could cause or contribute to these differences include those discussed below and elsewhere in this annual report on Form 20-F, particularly those in the section of this annual report on Form 20-F entitled “Risk Factors.” The consolidated general purpose financial statements of the consolidated group have been prepared in accordance with IFRS as issued by the IASB.

 
41
Material accounting policies adopted in the preparation of this financial report are presented below and have been consistently applied unless otherwise stated.
 
Our annual consolidated financial statements for the fiscal years ended June 30, 2023, 2022 and 2021 are presented in U.S. dollars and have been prepared in accordance with IFRS.  Effective July 1, 2022, we changed our reporting currency from Australian dollars to U.S. dollars, in order to better align the reporting currency with the underlying transactions. See “About This Annual Report.”
 
Business Strategy
 
Subject to market conditions and the ability to define an economically viable project, our business plan for the Project is to become a low-cost and globally significant producer of both lithium and boron products.  We plan to effect our business plan as described in “Item 4. Information on the Company—A.  History and Development of the Company—Development Plans.”
 
A.
Operating Results
 
The group changed its reporting currency from Australian dollars (AUD) to United States dollars (USD) from July 1, 2022. The comparative balances for 2022 and 2021 have been presented in USD. For additional information see “Note 1—Basis of Presentation” of our financial statements and related notes included elsewhere in this annual report on Form 20-F.
 
Summary
 
The following table sets forth our selected financial information for the periods indicated:
 
Consolidated Statement of Profit and Loss and Other
Comprehensive Income
(in thousands)
  
Fiscal
2023
    
Fiscal
2022
    
Fiscal
2021
  
   
US$’000
    
US$’000
    
US$’000
  
Exploration expenditure written off
    
(45
)
    
(17
)
    
(34
)
Other income
    
-
      
-
      
-
  
Employee benefits expensed
    
(5,967
)
    
(5,056
)
    
(4,429
)
Other expenses
    
(3,684
)
    
(6,899
)
    
(2,217
)
Loss from operating activities
    
(9,696
)
    
(11,972
)
    
(6,680
)
Finance income
    
3,321
      
3,486
      
218
  
Finance costs
    
(16
)
    
(17
)
    
(7,580
)
Net finance income / (costs)
    
3,305
      
3,469

   
(7,362
)
Loss before tax
    
(6,391
)
    
(8,503
)
    
(14,042
)
Income tax expense
    
-
      
-
      
-
  
Loss for the year
    
(6,391
)
    
(8,503
)
    
(14,042
)
Loss attributable to equity holders of the company
    
(6,391
)
    
(8,503
)
    
(14,042
)

Consolidated Statement of Financial Position (in thousands)
  
Fiscal
2023
    
Fiscal
2022
  
   
US$’000
    
US$’000
  
Current assets
            
Cash assets
    
52,709
      
94,177
  
Receivables
    
353
      
141
  
Total current assets
    
53,062
      
94,318
  
Non-current assets
                
Receivables
    
307
      
195
  
Plant and equipment
    
522
      
-
  
Right of use asset
    
202
      
245
  
Exploration and evaluation expenditure
    
152,226
      
118,487
  
Total non-current assets
    
153,257
      
118,927
  
Total assets
    
206,319
      
213,245
  
Current liabilities
                
Payables
    
8,340
      
8,794
  
Lease liabilities
    
134
      
168
  
Provisions
    
368
      
497
  
Total current liabilities
    
8,842
      
9,459
  
Non-current liabilities
                
Lease liabilities – non-current
    
78
      
87
  
Total non-current liabilities
    
78
      
87
  
Total liabilities
    
8,920
      
9,546
  
Net assets
    
197,399
      
203,699
  
Equity
                
Contributed equity
    
255,364
      
254,273
  
Reserves
    
(5,438
)
    
(4,438
)
Accumulated losses
    
(52,527
)
    
(46,136
)
Total equity
    
197,399
      
203,699
  
 
42
Revenues
 
We are a development stage company and have had no revenue from sales. Finance income for fiscal 2023 was US$3,321,000, which is US$165,000 lower than fiscal 2022 primarily due to lower net foreign exchange gains of $1,181,000, partially offset by higher interest income of US$1,484,000. Finance income for fiscal 2022 was US$3,486,000, which is US$3,268,000 higher than fiscal 2021, principally as a result of a realized net foreign exchange loss in fiscal 2021.
 
Expenses
 
Expenses incurred (in thousands)
  
Fiscal
2023
    
Fiscal
2022
    
Fiscal
2021
  
Exploration expenditure written off
    
(45
)
    
(17
)
    
(34
)
Employee benefits expensed
    
(5,967
)
    
(5,056
)
    
(4,429
)
Other expenses
    
(3,684
)
    
(6,899
)
    
(2,217
)
Finance costs
    
(16
)
    
(17
)
    
(7,580
)

Exploration expenditure written off.  Exploration expenditure written off includes permitting costs for non-core assets. Exploration expenditure written off increased US$28,000 or 165% from fiscal 2022 to 2023 as ioneer has increased the activity on a reduced number of non-core permits.  Exploration expenditure written off decreased US$17,000 or 50%, from fiscal 2021 to fiscal 2022 as historic non-core permits were relinquished in fiscal 2021.
 
Employee benefits expensed.  Employee benefits expensed includes Non-executive Director fees, Executive director fees, employee benefits and share based payments expenses. Employee benefits expensed increased US$911,000 or 18% from fiscal 2022 to fiscal 2023 and increased US$627,000, or 14%, from fiscal 2021 to fiscal 2022. These increases have been driven by an increase in the number of directors and employees year on year, increases to underlying salaries and the award of share-based payments.
 
Other expenses.  Other expenses include general and administrative expenses, consulting and professional costs and depreciation and amortization. Other expenses decreased US$3,215,000, or 47%, from fiscal 2022 to fiscal 2023 largely as a result of consulting and professional fees for the Sibanye-Stillwater joint venture agreement, the Nasdaq listing and the Department of Energy Loans Program Office due diligence process incurred in fiscal 2022. Other expenses increased US$4,682,000, or 211%, from fiscal 2021 to fiscal 2022 as a result of the higher consulting and professional costs in fiscal 2022 as noted above.
 
Finance costs.  Finance costs include bank charges, net foreign exchange losses and lease interest expenses. Finance costs decreased by US$1,000, or 6%, from fiscal 2022 to fiscal 2023. Finance costs decreased US$7,563,000, or 100%, from fiscal 2021 to fiscal 2022 as a result of the net foreign exchange loss of US$7,555,000 incurred in fiscal 2021.
43
Comparison of the fiscal years 2023 and 2022
 
Our net loss for fiscal 2023 and fiscal 2022 was US$6,391,000 and US$8,503,000, respectively. Significant items contributing to the current year loss and the differences from the previous financial year include:
 
•
Employee benefits expense increased US$911,000;
 
•
Other expenses decreased US$3,215,000;
 
•
Finance income decreased US$165,000; and
 
•
Finance costs decreased US$1,000
 
Comparison of the fiscal years 2022 and 2021
 
Our net loss for fiscal 2022 and fiscal 2021 was US$8,503,000 and US$14,042,000, respectively. Significant items contributing to the fiscal 2022 loss and the differences from fiscal 2021 include:
 
•
Employee benefits expense increased US$627,000;
 
•
Finance income decreased US$3,268,000; and
 
•
Finance costs decreased US$7,563,000.
 
Historical Sources and Uses of Cash
 
Consolidated Statement of Cash Flows (in thousands)
  
Fiscal 2023
    
Fiscal 2022
    
Fiscal 2021
  
   
US$’000
    
US$’000
    
US$’000
  
Cash flows from operating activities
                  
Payment to suppliers and employees
    
(8,069
)
    
(9,345
)
    
(4,848
)
Interest and other finance costs paid
    
-
      
-
      
-
  
Net cash flows used in operating activities
    
(8,069
)
    
(9,345
)
    
(4,848
)
Cash flows from investing activities
                        
Expenditure on mining exploration
    
(33,333
)
    
(28,436
)
    
(17,694
)
Purchase of equipment
    
(601
)
    
-
      
(5
)
Interest received
    
1,462
      
49
      
29
  
Net cash flows used in investing activities
    
(32,472
)
    
(28,387
)
    
(17,670
)
Cash flows from financing activities
                        
Proceeds from the issue of shares
    
-
      
71,793
      
61,472
  
Proceeds from exercise of options
    
-
      
5,689
      
-
  
Equity raising expenses
    
(12
)
    
(1,928
)
    
(2,700
)
Payments of lease liability
    
(213
)
    
(162
)
    
(79
)
Net cash flows received / (used in) financing activities
    
(225
)
    
75,392
      
58,693
  
Net increase / (decrease) in cash held
    
(40,766
)
    
37,660
      
36,175
  
Cash at the beginning of the financial year
    
94,177
      
62,475
      
26,264
  
Effect of exchange rate fluctuations on balances of cash held in USD
    
(702
)
    
(5,958
)
    
36
  
Closing cash carried forward
    
52,709
      
94,177
      
62,475
  
 
44
Operating Activities
 
Net cash used in operating activities of US$8,069,000 in fiscal 2023 decreased by US$1,276,000 compared to fiscal 2022 and was driven primarily by decreased payments to suppliers and employees. Net cash used in operating activities of US$9,345,000 in fiscal 2022 increased US$4,497,000 compared to fiscal 2021 and was driven primarily by increased payments to suppliers and employees in relation to consulting and professional fees for the Sibanye-Stillwater joint venture agreement, the Nasdaq listing and the Department of Energy Loans Program Office due diligence process incurred in fiscal 2022.
 
Investing Activities
 
Net cash used in investing activities of US$32,472,000 in fiscal 2023 increased by US$4,085,000 compared to fiscal 2022 and was driven primarily by increased Project engineering work. Net cash used in investing activities of US$28,387,000 in fiscal 2022 increased US$10,717,000 compared to fiscal 2021 and was driven primarily by a significant increase in Project engineering work.
 
Financing Activities
 
Net cash used in financing activities of US$225,000 in fiscal 2023 decreased by US$75,617,000 compared to fiscal 2022 and was driven primarily by the Sibanye-Stillwater placement of US$71,793,000 and the exercise of unlisted options of US$5,689,000, offset by share issue costs. Net cash provided by financing activities of US$75,392,000 in fiscal 2022 increased US$16,700,000 compared to fiscal 2021 and was driven by a US$61,427,000 placement of ordinary shares in ioneer Limited.
 
B.
Liquidity and Capital Resources
 
In fiscal 2023, 2022 and 2021, we incurred a loss of US$6,391,000, US$8,503,000 and US$14,042,000, respectively, and had accumulated losses of US$52,527,000 as of June 30, 2023. We have not yet commenced commercial production at any of our properties and expect to continue to incur losses during the exploration, evaluation, and development of the Project.
 
Our operations have been financed primarily by proceeds from issuances of ordinary shares. Our cash and cash equivalent position at June 30, 2023 was US$52,709,000, compared to US$94,177,000 as at June 30, 2022 and US$62,475,000 as at June 30, 2021.

Management believes that the current working capital is sufficient to support our operations up to October 31, 2024.
 
Capital Expenditures and Requirements
 
Our capital expenditures for fiscal 2023, 2022 and 2021 amounted to US$33,600,000, US$32,000,000 and US$20,900,000, respectively. Our capital expenditures for fiscal 2023, 2022, and 2021 related primarily to permitting expenditures, resource drilling, land option and water rights payments, ongoing detail engineering and vendor engineering.
 
We estimated in April 2020 that development of the Project would require approximately US$785 million, and we will update the cost estimate prior to making an FID.  If we ultimately make an FID to develop the Project, we will need to secure substantial additional funds to complete development. We expect to obtain a US$490 million equity contribution from Sibanye-Stillwater as part of the Strategic Partnership, subject to the satisfaction of conditions precedent.  In January 2023, the Project received a conditional commitment from the DOE Loan Program’s Office to provide up to US$700 million of debt financing.  Even if the conditions precedent are met and Sibanye-Stillwater makes a US$490 million equity contribution, we may need to secure substantial additional funds, through future debt or equity financings, to complete development of the Project.
 
45
We also may decide to pursue additional debt or equity financing activities to facilitate further exploration, evaluation and development activities.
 
If we decide to raise capital by issuing equity securities, the issuance of additional ordinary shares or ADSs would result in dilution to our existing shareholders. We cannot assure you that we will be successful in completing any financings or that any such debt or equity financing will be available to us if and when required or on satisfactory terms.
 
C.
Research and Development, Patents and Licenses
 
Not Applicable.
 
D.
Trend Information
 
Not applicable, as the Company is in development stage and therefore has no material trends in production, sales or inventory.
 
E.
Critical Accounting Estimates
 
The preparation of these financial statements in conformity with IFRS has required management to make judgements, estimates and assumptions which impact the application of policies and reported amounts of assets and liabilities, income and expenses.  These estimates and associated assumptions are based on historical knowledge and various other factors that are believed to be reasonable in the circumstance.  Actual results may differ from these estimates.
 
Estimates and underlying assumptions are reviewed regularly and revisions to accounting estimates are reviewed in the period in which the estimate is revised.  The most significant estimates and assumptions which have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year relate to:
 
Reserve Estimates
 
Reserves are estimates of the amount of product that can be economically and legally extracted, processed and sold from our properties under current and foreseeable economic conditions.  We determine and report reserves under the standards incorporated in the Australian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves, 2012 edition (the JORC code).
 
The determination of ore reserves includes estimates and assumptions about a range of geological, technical and economic factors including quantities, grades, production techniques, recovery rates, commodity prices and exchange rates.  Changes in ore reserve impact the assessment of recoverability of exploration and evaluation assets.
 
Estimating the quantity and/or grade of reserves requires the size, shape and depth of ore to be determined by analyzing geological data.  This process may require complex and difficult judgements to interpret the data.  We use expert consultants to prepare and review our ore reserve estimates.
 
The information in this annual report that relates to mineral resources and ore reserves is based on estimates included in the TRS, which is filed as an exhibit to this annual report on Form 20-F.
 
Exploration and Evaluation Assets
 
Our policy for exploration and evaluation expenditure is set out in note 4.5 of our Financial Statements as of June 30, 2023.  The application of this policy requires certain judgements, estimates and assumptions as to the future events and circumstances, in particular the assessment of whether economic quantities of reserves will be found.  Any such estimates and assumptions may change as new information becomes available.  If, after capitalization of expenditure under the policy, it is concluded that the capitalized expenditure will not be recovered by future exploitation or sale, then the relevant amount will be written off in the statement of profit or loss.  Changes in assumptions may result in a material adjustment to the carrying amount of exploration and evaluation assets.
  
46
Share-based Payment Transactions
 
We measure the cost of equity-settled transactions with employees by reference to the fair value of the equity investments at the date on which they are granted.  Additional information is set out in note 7.3, Share-based payments.
 
ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
 
A.
Directors and Senior Management
 
The following discussion sets forth information regarding our directors and executive officers as of September 30, 2023.  In accordance with the ASX Listing Rules, a Director (other than the Managing Director) must not hold office, without re-election, past the third annual general meeting following the Director’s appointment or three years, whichever is longer.  In addition, under our Constitution, at every annual general meeting, one-third of the Directors (other than the Managing Director), are required to retire from office.  Such Directors are entitled to submit for re-election.  The following table lists the names of our directors and executive officers.  The business address for each director and member of senior management is c/o Suite 16.01, Level 16, 213 Miller Street, North Sydney, NSW 2060, Australia.
 
Name
  
Age
  
Position
James D. Calaway
  
65
  
Executive Chairman
Bernard Rowe
  
56
  
Managing Director & Chief Executive Officer
Alan Davies
  
52
  
Independent Non-executive Director
Stephen Gardiner
  
65
  
Independent Non-executive Director
Rose McKinney-James
  
71
  
Independent Non-executive Director
Margaret Walker
  
71
  
Independent Non-executive Director
Ian Bucknell
  
53
  
Chief Financial Officer & Company Secretary
Ken Coon
  
62
  
Vice President of Human Resources
Yoshio Nagai
  
62
  
Vice President Commercial Sales & Marketing
Matt Weaver
  
57
  
Senior Vice President of Engineering & Operations
Chad Yeftich
  
48
  
Vice President Corporate Development & External Affairs
 
James D. Calaway (65 years of age) – Executive Chairman
 
James Calaway has considerable experience and success in building young companies into successful commercial enterprises.  He was the non-executive chairman Orocobre Ltd from May 2009 to July 2016, helping lead the company from its earliest development to becoming a significant producer of lithium carbonate and a member of the ASX 300.  He joined the board of ioneer as a non-executive director in April 2017, has served as Chairman since June 2017 and was appointed Executive Chairman in July 2020.
 
James is currently Chairman of Distributed Power Partners Inc, a US international distributed power development company which is a leader in clustered distributed solar power development.  He has also been a chair of several other U.S. corporate boards including the Centre for Houston’s Future, and the Houston Independent School District Foundation.
 
47
Bernard Rowe (56 years of age) – Managing Director & Chief Executive Officer
 
Bernard was appointed managing director and Chief Executive Officer in August 2007.  He has more than 30 years’ international experience in mineral exploration and mine development.  His diverse mineral industry experience includes gold, copper, zinc, diamond, lithium and boron exploration in Australia, Europe, Africa, North America and South America.  He led the Company’s listing on the ASX in 2007 with a focus on gold and copper exploration in Nevada and Peru.  In early 2016 Bernard visited a little-known lithium-boron deposit in southern Nevada – later to be renamed Rhyolite Ridge.  He realized the potential opportunity and quickly secured a 12-month option over the Project to give the Company sufficient time to fully assess and evaluate the unique and poorly understood deposit.  Bernard is a member of the Australian Institute of Geoscientists, the Society of Economic Geologist and the Geological Society of Nevada.
 
Alan Davies (52 years of age) – Independent Non-executive Director
 
Alan joined the board as a non-executive director in May 2017.  He has expertise in running and leading mining businesses with Rio Tinto, most recently as chief executive, Energy & Minerals.  Former roles include chief executive, Diamonds & Minerals and chief financial officer of Rio Tinto Iron Ore.  Alan held management positions in Australia, London and the US for Rio Tinto’s Iron Ore and Energy businesses, and has run and managed operations in Africa, Asia, Australia, Europe and North and South America.  He is also a former director of Rolls Royce Holdings plc.  He is currently the chief executive officer of the Moxico Resources PLC a Zambian copper and zinc explorer and developer.  He is also Chairman of Trigem DMCC, a vertically integrated diamond and colored stone service provider.  Alan is a Fellow of the Institute of Chartered Accountants in Australia.
 
Stephen Gardiner (65 years of age) – Independent Non-executive Director
 
Stephen joined the board as a non-executive director in August 2022.  He has over 40 years of corporate finance experience at major international companies listed on the ASX, culminating in 17 years at Oil Search Limited including eight years as Chief Financial Officer.  Stephen has covered a range of executive responsibilities including corporate finance and control, treasury, tax, audit and assurance, risk management, investor relations and communications, ICT and sustainability.  He also served as Group Secretary for ten years while performing his finance roles.  Prior to Oil Search, he held senior corporate finance roles at major multinational companies including CSR Limited and Pioneer International Limited, including being based in the US for a period.  He currently serves as a non-executive director of Central Petroleum Limited (appointed July 2021).  He holds a Bachelor of Economics from Sydney University and is a fellow of CPA Australia.
 
Rose McKinney-James (71 years of age) – Independent Non-executive Director
 
Rose is an experienced and accomplished public company director, clean energy advocate, and small business leader with a broad history in public service, private sector corporate sustainability, social impact, and non-profit volunteerism.  She is the former President and CEO of the Corporation for Solar Technology and Renewable Resources (“CSTRR”), and former Commissioner with the Nevada Public Service Commission, she also served as Nevada’s first Director of the Department of Business and Industry.  She is currently the Managing Principal of Energy Works LLC and McKinney-James & Associates, which provides business-consulting services and advocacy in public affairs, energy policy, strategy and economic and sustainable development.  She is also a Non-Executive Director of MGM Resorts International,  the Energy Foundation, and the American Council of Renewable Energy.  Rose holds a Juris Doctorate from Antioch School of Law and a BA in Liberal Arts from Olivet College.  She has been honored by the American Solar Energy Society (“SOLAR NV”) as the Advocate of the Year.  She is the recipient of the inaugural GreenBiz Verge VANGUARD Award and the DirectWomen Sandra Day O’Connor Award for Board Excellence.
 
Margaret R. Walker (71 years of age) – Independent Non-executive Director
 
Margaret brings over 40 years’ experience and leadership in large-scale chemical engineering, project management and organizational development gained through a career as a chemical engineer with The Dow Chemical Company (“Dow Chemical”).  From 2004 until her retirement in December 2010, Mrs. Walker was Vice President of Engineering & Technology for Dow Chemical.  Prior to this, Margaret held other senior positions with Dow Chemical including Senior Leader in Manufacturing & Engineering and Business Director of Contract Manufacturing.  Dow Chemical provides chemical, plastic and agricultural products and services.  She is currently a Non-Executive Director of Methanex Corp., the world’s largest producer and supplier of methanol, where she is a member of the Responsible Care Committee and Human Resources Committee.  Margaret holds a Bachelor of Chemical Engineering from Texas Tech University, and in 2018 became a National Association of Corporate Directors Board Leadership Fellow.
 
48
Ian Bucknell (53 years of age) – Chief Financial Officer & Company Secretary
 
Ian joined ioneer in November 2018 as Chief Financial Officer and became Company Secretary in April 2019.  Ian is responsible for the finance, investor relations, IT and company secretarial functions of the Company.  He has more than 20 years of international resource sector experience, most recently as Chief Financial Officer and Company Secretary of AWE Limited and previously held the position of Chief Financial Officer of Drillsearch Energy Limited.
 
Ken Coon (62 years of age) – Vice President of Human Resources
 
Ken Coon is responsible for the human resource function of the Company.  He has more than 30 years of human resources experience holding international and regional leadership roles with Royal Dutch Shell’s downstream refining and chemicals organization and Entergy, a large US Gulf Coast utility company.
 
Yoshio Nagai (62 years of age) – Vice President Commercial Sales & Marketing
 
Yoshio Nagai is responsible for the sales and marketing function of the Company.  He has more than 20 years chemical and mining industry sales and marketing experience, most recently as Sales Vice President at the Rio Tinto Group Company accountable for borates, salt and talc products, in Asia and the USA.
 
Matt Weaver (57 years of age) – Senior Vice President of Engineering & Operations
 
Matt Weaver is responsible for all engineering and operational aspects of the Rhyolite Ridge lithium-boron Project in Nevada and for delivering the Project through the Definitive Feasibility Study and project execution and into full commercial production.  He has 30 years of international mining experience, having worked with BHP, Rio Tinto and Newmont, and several junior mining companies.
 
Chad Yeftich (48 years of age) – Vice President Corporate Development & External Affairs

Chad Yeftich is responsible for US government relations, public relations, community affairs and corporate development.  He has over 20 years finance and investment industry experience, having worked with Maverick Capital, H.I.G Capital, Trafelet Brokaw & Company, and PwC.
 
Family Relationships
 
There are no family relationships between any members of our executive management and our directors.
 
Arrangements for Election of Directors and Members of Management
 
There are no contracts or other arrangements pursuant to which directors have been or must be selected.
 
B.
Compensation
 
Overview
 
Our remuneration policy for our key management personnel (“KMP”) has been developed by our Board taking into account our size, the size of our management team, the nature and stage of development of our current operations, and market conditions and comparable salary levels for companies of a similar size and operating in similar sectors.
 
In addition to considering the above general factors, the Board has also placed emphasis on the following specific issues in determining the remuneration policy for KMP:
 
49
•
we are currently focused on undertaking exploration, appraisal and development activities;
 
•
risks associated with developing resource companies whilst exploring and developing projects; and
 
•
other than profit which may be generated from asset sales, we do not expect to be undertaking profitable operations until sometime after the commencement of commercial production on any of our projects.
 
Executive Remuneration
 
Our remuneration framework and executive reward strategy provides a mix of fixed and variable remuneration with a blend of short and long-term incentives.  The key elements of the remuneration packages are as follows:
 
•
Fixed:  Annual base salary.
 
•
Variable short-term incentive:  annual cash bonus.
 
•
Variable equity:  performance rights granted under shareholder approved equity incentive plans
 
•
Post-employment benefits:  superannuation contributions and similar retirement benefits savings for non-Australian executives.
 
We believe our executive compensation strategy provides for fair, competitive remuneration that aligns potential rewards with the Company’s objectives while being transparent to shareholders.  Key remuneration elements are reviewed annually to determine appropriate awards based upon factors such as individual performance, Company results and competitive benchmark survey data.
 
Fixed
 
Base salaries are reviewed annually and adjusted based upon individual performance and competitive benchmarks that may be reviewed from time to time to ensure competitiveness.
 
Variable short-term incentive
 
Annual (short-term) cash bonuses are reviewed annually with awards granted based upon individual performance and Company results.  Bonus targets are benchmarked from time to time to ensure competitiveness.  Bonuses may range from 0 to 200% of target.  The Board reserves the right to grant bonuses larger than 200% for exceptional contributions to Company objectives.
 
Variable equity
 
Equity (long-term) grants are reviewed annually with a portion of the grants being performance based and a portion restricted time based.  The Board has a current practice of granting a ratio of 60% performance-based equity rights and 40% restricted time-based equity rights.  Typically, equity grants awarded as part of the Company’s annual review cycle will vest over a 3-year period.  Vesting of performance-based grants are reviewed with the time-based grants at the time of vesting with the size of the vested award to be based upon the degree to which pre-established objectives were achieved, and the overall value of the vested award determined by market share price.  Performance based equity grants may range between 0 and 200% at time of vesting based upon achievement of pre-established business targets.  Equity targets are benchmarked from time to time to ensure competitiveness.
 
Post-employment benefits
 
Superannuation funds are accessible by Australian employees after retirement, as mandated by Australian law.  Similar retirement benefits savings for non-Australian executives are accessible after retirement.
 
50
Non-Executive Director Remuneration
 
Total remuneration for all non-executive directors, last voted upon by shareholders at the 2017 Annual General Meeting of the Company, is not to exceed A$1,000,000 (US$670,000) per annum, inclusive of superannuation (excluding special exertion fees).
 
This total pool enables the Company in the future, if required, to provide for:
 
•
Adequate financial incentives, commensurate with the market to attract and retain suitably qualified and experienced directors to replace existing non-executive directors;
 
•
Appropriate arrangements to be put in place to ensure a smooth transition on replacement of directors, including a period of overlap if required; and
 
•
Increases in non-executive directors in the future should it be considered appropriate.
 
Total remuneration paid to non-executive directors in the financial year was US$416,136 (2022: US$392,256, 2021: US$368,055). The non-executive director fees included US$165,103 (2022: US$112.932, 2021: US$20,675) paid in the form of performance rights and US$ nil (2022: US$20,688, 2021: US$124,047) paid in the form of options. The board believes that providing remuneration to directors in the form of options and/or performance rights in consideration for their services as directors more effectively aligns the interests of directors with those of shareholders, by giving directors an opportunity to share in the success of the Company. In addition, given the pre-production stage of the Project, the Company conserves cash by providing non-executive directors with non-cash remuneration.
 
Non-executive directors are also entitled to be paid reasonable travelling, accommodation and other expenses incurred as a consequence of their attendance at Board meetings and otherwise in the execution of their duties as directors. These expenses do not contribute to the A$1,000,000 cap set by the Company’s shareholders. The Chair of each of the Audit & Risk Committee, the Nomination & Remuneration Committee, the Project Execution Committee and the ESG Committee receive an additional US$5,000 per annum to reflect the time spent in managing the Committees.
 
The Board has determined that there will be no increase in fees payable to non-executive directors for the financial year ending June 30, 2024. The Board has determined to put to shareholders at the 2023 Annual General Meeting, that non-executive directors receive US$25,000 in performance Rights (2022: US$25,000 in performance rights) of the Company in lieu of receipt of directors’ fees in cash.
 
51
Details of Remuneration for Fiscal 2023
 
Details of the nature and amount of each element of the emoluments of our Directors and executive officers are presented below. Julian Babarczy retired from his role as non-executive director on July 4, 2022 and did not receive any remuneration for Fiscal 2023. Stephen Gardiner was appointed non-executive director on August 25, 2022.
 
Statutory Remuneration
 
Name
                                       
 
(Position)
Year Base Salary
    
Super-annuation, Health & Life Benefits
    
Non-
Monetary
Benefits
    
STI
    
Long
Service
Leave
    
Share
Based
Payment
Options
& Rights
    
Total
Statutory
Remuneration
    
% of performance- based rem.
  
Non-Executive Director
                                                  
Julian Babarczy
2023
    
-
      
-
      
-
      
-
      
-
      
-
      
-
      
N/A
  
 
 2022    
63,636
      
-
      
-
      
-
      
-
      
27,199
      
90,835
      
30
%
Alan Davies
2023
    
65,000
      
-
      
-
      
-
      
-
      
26,032
      
91,032
      
29
%
 
 2022    
65,000
      
-
      
-
      
-
      
-
      
27,199
      
92,199
      
30
%
Stephen Gardiner
2023
    
56,033
      
-
      
-
      
-
      
-
      
42,973
      
99,006
      
43
%
 
 2022    
-
      
-
      
-
      
-
      
-
      
-
      
-
      
N/A
  
Rose McKinney-James
2023
    
65,000
      
-
      
-
      
-
      
-
      
48,049
      
113,049
      
43
%
 
 2022    
65,000
      
-
      
-
      
-
      
-
      
39,611
      
104,611
      
38
%
Margaret R Walker
2023
    
65,000
      
-
      
-
      
-
      
-
      
48,049
      
113,049
      
43
%
 
 2022    
65,000
      
-
      
-
      
-
      
-
      
39,611
      
104,611
      
38
%
Executive Director
                                                                  
James D Calaway
2023
    
450,000
      
-
      
-
      
216,000
      
-
      
323,314
      
989,314
      
55
%

2022    
450,000
      
-
      
-
      
226,000
      
-
      
251,753
      
927,753
      
51
%
Bernard Rowe
2023
    
379,984
      
18,502
      
-
      
331,200
      
-
      
378,135
      
1,107,821
      
64
%
 
 2022
 
386,676
      
18,964
      
-
      
194,053
      
-
      
449,691
      
1,049,384
      
61
%
Executives
                                                                  
Ian Bucknell
2023
    
277,884
      
18,502
      
4,639
      
161,400
      
-
      
133,474
      
595,899
      
49
%
 
 2022    
271,565
      
18,964
      
5,594
      
92,682
      
-
      
179,019
      
567,824
      
48
%
Ken Coon
2023
    
249,333
      
1,027
      
43,220
      
120,000
      
-
      
94,225
      
507,805
      
42
%
 
 2022    
241,417
      
1,027
      
32,190
      
67,760
      
-
      
96,366
      
438,760
      
37
%
Yoshio Nagai
2023
    
264,375
      
16,800
      
-
      
127,200
      
-
      
102,686
      
511,061
      
45
%
 
 2022    
256,875
      
21,800
      
-
      
72,100
      
-
      
194,589
      
545,364
      
49
%
Chad Yeftich
2023
    
225,000
      
23,305
      
-
      
129,600
      
-
      
118,147
      
496,052
      
50
%
 
 2022    
-
      
-
      
-
      
-
      
-
      
-
      
-
      
n/a
  
Matt Weaver
2023
    
302,869
      
23,229
      
-
      
175,375
      
-
      
185,603
      
687,076
      
53
%

2022    
292,792
      
20,506
      
-
      
102,725
      
-
      
314,540
      
730,563
      
57
%
Total
2023
    
2,400,478
      
101,365
      
47,859
      
1,260,775
      
-
      
1,500,687
      
5,311,164
          
 
 2022    
2,157,961
      
81,261
      
37,784
      
755,320
      
-
      
1,619,578
      
4,651,903
          
 
KMP Shareholdings
 
   
Ordinary shares
    
Performance rights
    
Options
  
Name
  
Balance at
30/06/22
    
Acquired1
    
Disposed2
    
Other
    
Balance at
30/06/23
    
Balance
at
30/06/22
    
Net change
    
Balance at
30/06/23
    
Balance at 30/06/22
    
Net change
    
Balance
at
30/06/23
  
Non-Executive Directors
                                                                  
Julian Babarczy3
    
13,600,000
      
-
      
-
      
(13,600,000
)
    
-
      
-
      
(46,407
)
    
-
      
326,323
      
(326,323
)
    
-
  
Alan Davies
    
3,250,152
      
746,407
      
-
      
-
      
3,996,559
      
3,996,559
      
25,042
      
71,449
      
1,010,830
      
-
      
1,010,830
  
Stephen Gardiner4
    
-
      
-
      
-
      
-
              
-
      
271,449
      
271,449
      
-
      
-
      
-
  
Rose McKinney-James
    
-
      
46,407
      
-
      
-
      
-
      
46,407
      
25,042
      
371,449
      
-
      
-
      
-
  
Margaret R Walker
    
-
      
126,407
      
-
      
-
      
46,407
      
126,407
      
25,042
      
371,449
      
-
      
-
      
-
  
Executive Directors
                                    
126,407
                                                  
James D Calaway
    
56,268,106
      
64,970
      
-
      
-
              
56,333,076
      
717,253
      
2,044,963
      
1,010,830
      
-
      
1,010,830
  
Bernard Rowe
    
64,107,962
      
1,654,231
      
(700,000
)
    
-
      
56,333,076
      
65,062,193
      
(1,366,063
)
    
6,112,050
      
-
      
-
      
-
  
Executives
                                    
65,062,193
                                                  
Ian Bucknell
    
2,373,378
      
774,038
      
(215,000
)
    
-
              
2,932,416
      
(562,926
)
    
3,254,224
      
-
      
-
      
-
  
Ken Coon
    
471,254
      
956,145
      
(229,663
)
    
-
      
2,932,416
      
1,197,736
      
(268,978
)
    
2,195,039
      
-
      
-
      
-
  
Yoshio Nagai
    
-
      
1,145,197
      
-
      
-
      
1,197,736
      
1,145,197
      
(415,552
)
    
2,333,853
      
-
      
-
      
-
  
Matt Weaver
    
3,471,918
      
1,409,692
      
(1,049,112
)
    
-
      
1,145,197
      
3,832,498
      
(736,168
)
    
4,142,957
      
-
      
-
      
-
  
Chad Yeftich5
    
1,155,665
      
-
      
-
      
-
      
3,832,498
      
1,155,665
      
511,645
      
2,267,704
      
-
      
-
      
-
  
Total
    
144,698,435
      
6,923,494
      
(2,193,775
)
    
(13,600,000
)
    
1,155,665
      
135,828,154
      
(1,820,621
)
    
23,436,586
      
2,347,983
      
(326,323
)
    
2,021,660
  
 
(1)
During the year Alan Davies bought 700,000 ordinary shares from Bernard Rowe, Margaret Walker bought 2,000 ADRs, with all other ordinary shares acquired being the direct result of KMP exercising options or PRs vesting.
(2)
All disposals were made by KMP in their capacity as shareholders.
(3)
Julian Babarczy retired as a Company Director on July 4, 2022.
(4)
Steve Gardiner was appointed as a Company Director on August 25, 2022.
(5)
Chad Yeftich June 30, 2022 balance represents PRs and shares on issue on September 1, 2022, being the date of his promotion to the executive team.

52
Option Movement During the Year
 
All options are exercisable following vesting.  The following table presents all the options that have vested or been granted that have not lapsed.  Options are exercised into ordinary shares on a 1-for-1 basis.  The option terms are set out in section 5.1 of the notes to and forming part of the financial statements.
 
Name
Grant Date
  
Vesting Date
  
Expiry Date
  
Fair value
at grant
    
Exercise Price
    
Balance at
30/06/22
    
Options
Granted
    
Options
Exercised
    
Options
Lapsed
    
Balance at
30/06/23
    
Financial
year to vest
  
James D Calaway
9/11/2018
  
9/11/2019
  
9/11/2023
    
0.126
      
0.242
      
357,710
      
-
      
-
      
-
      
357,710
      
2020
  
 14/11/2019
  
14/11/2020
  
14/11/2024
    
0.138
      
0.243
      
326,797
      
-
      
-
      
-
      
326,797
      
2021
  
 16/11/2020
  
16/11/2021
  
16/11/2025
    
0.138
      
0.185
      
326,323
      
-
      
-
      
-
      
326,323
      
2022
  
Sub Total
                              
1,010,830
      
-
      
-
      
-
      
1,010,830
          
Julian Babarczy1
16/11/2020
  
16/11/2021
  
16/11/2025
    
0.138
      
0.185
      
326,323
      
-
      
-
      
(326,323
)
    
-
      
2022
  
Sub Total
                              
326,323
      
-
      
-
      
(326,323
)
    
-
          
Alan Davies
9/11/2018
  
9/11/2019
  
9/11/2023
    
0.126
      
0.242
      
357,710
      
-
      
-
      
-
      
357,710
      
2020
  
 14/11/2019
  
14/11/2020
  
14/11/2024
    
0.138
      
0.243
      
326,797
      
-
      
-
      
-
      
326,797
      
2021
  
 16/11/2020
  
16/11/2021
  
16/11/2025
    
0.138
      
0.185
      
326,323
      
-
      
-
      
-
      
326,323
      
2022
  
Sub Total
                              
1,010,830
      
-
      
-
      
-
      
1,010,830
          
Total
                              
2,347,983
      
-
      
-
      
(326,323
)
    
2,021,660
          
 
(1)
Options lapsed as Julian Babarczy retired as a Company Director on July 4, 2022
 
53
Performance Rights Movement During the Year
 
The following table presents all performance rights that have vested or been granted that have not lapsed.  The rights terms are set out in section 5.1 of the notes to and forming part of the financial statements.
 
Name
                                             
 
Plan
Grant
Date
Vesting
Date
  
Fair
value at
grant
    
Balance at
30/06/22
    
Rights
Granted
    
Rights
Vested
    
Rights
Lapsed
    
Balance at
30/06/23
    
%
vested
    
Financial year to
vest
  
Julian Babarczy
                                                    
In lieu of director fees
5/11/2021
5/11/2022
    
0.790
       46,407
      
-
      
-
      
(46,407
)
    
-
      
-
      
2023
  
Sub Total
                
46,407
      
-
      
-
      
(46,407
)
    
-
                  
James D Calaway
                                                                    
In lieu of director fees
5/11/2021
5/11/2022
    
0.790
      
64,970
      
-
      
(64,970
)
    
-
              
100
%
    
2023
  
2021 LTI - time based
1/07/2021
1/07/2024
    
0.790
      
505,096
      
-
      
-
      
-
      
505,096
      
-
      
2024
  
2021 LTI - performance based
1/07/2021
1/07/2024
    
0.724
      
757,644
      
-
      
-
      
-
      
757,644
      
-
      
2024
  
In lieu of director fees
4/11/2022
4/11/2023
    
0.570
      
-
      
100,028
      
-
      
-
      
100,028
      
-
      
2024
  
2022 LTI - time based
4/11/2022
4/11/2025
    
0.570
      
-
      
272,878
      
-
      
-
      
272,878
      
-
      
2026
  
2022 LTI - performance based
4/11/2022
4/11/2024
    
0.525
      
-
      
409,317
      
-
      
-
      
409,317
      
-
      
2026
  
Sub Total
                
1,327,710
      
782,223
      
(64,970
)
    
-
      
2,044,963
                  
Alan Davies
                                                                    
In lieu of director fees
5/11/2021
5/11/2022
    
0.790
      
46,407
      
-
      
(46,407
)
    
-
      
-
      
100
%
    
2023
  
In lieu of director fees
4/11/2022
4/11/2023
    
0.570
              
71,449
      
-
      
-
      
71,449
      
-
      
2024
  
Sub Total
                
46,407
      
71,449
      
(46,407
)
    
-
      
71,449
                  
Stephen Gardiner
                                                                    
Granted on employment
25/08/2022
25/08/2025
    
0.660
      
-
      
200,000
      
-
      
-
      
200,000
      
-
      
2026
  
In lieu of director fees
4/11/2022
4/11/2023
    
0.570
      
-
      
71,449
      
-
      
-
      
71,449
      
-
      
2024
  
Sub Total
                
-
      
271,449
      
-
      
-
      
271,449
                  
Rose McKinney-James
                                                                    
Granted on employment
1/02/2021
1/02/2024
    
0.330
      
300,000
      
-
      
-
      
-
      
300,000
      
-
      
2024
  
In lieu of director fees
5/11/2021
5/11/2022
    
0.790
      
46,407
      
-
      
(46,407
)
    
-
      
-
      
100
%
    
2023
  
In lieu of director fees
4/11/2022
4/11/2023
    
0.570
      
-
      
71,449
      
-
      
-
      
71,449
              
2024
  
Sub Total
                
346,407
      
71,449
      
(46,407
)
    
-
      
371,449
                  
Margaret R Walker
                                                                    
Granted on employment
1/02/2021
1/02/2024
    
0.330
      
300,000
      
-
      
-
      
-
      
300,000
      
-
      
2024
  
In lieu of director fees
5/11/2021
5/11/2022
    
0.790
      
46,407
      
-
      
(46,407
)
    
-
      
-
      
100
%
    
2023
  
In lieu of director fees
4/11/2022
4/11/2023
    
0.570
      
-
      
71,449
      
-
      
-
      
71,449
      
-
      
2024
  
Sub Total
                
346,407
      
71,449
      
(46,407
)
    
-
      
371,449
                  
Ian Bucknell
                                                                    
2019 LTI - time based
8/08/2019
1/07/2022
    
0.175
      
517,751
      
-
      
(517,751
)
    
-
      
-
      
100
%
    
2023
  
2019 LTI - performance based
1/07/2020
1/07/2022
    
0.140
      
776,627
      
-
      
(256,287
)
    
(520,340
)
    
-
      
33
%
    
2023
  
2020 LTI - time based
1/07/2020
1/07/2023
    
0.125
      
718,841
      
-
      
-
      
-
      
718,841
      
-
      
2024
  
2020 LTI - performance based
1/07/2020
1/07/2023
    
0.137
      
1,078,261
      
-
      
-
      
-
      
1,078,261
      
-
      
2024
  
2021 LTI - time based
1/07/2021
1/07/2024
    
0.330
      
290,268
      
-
      
-
      
-
      
290,268
      
-
      
2025
  
2021 LTI - performance based
1/07/2021
1/07/2024
    
0.371
      
435,402
      
-
      
-
      
-
      
435,402
      
-
      
2025
  
2022 LTI - time based
1/07/2022
1/07/2025
    
0.425
      
-
      
292,581
      
-
      
-
      
292,581
              
2026
  
2022 LTI - performance based
1/07/2022
1/07/2025
    
0.453
      
-
      
438,871
      
-
      
-
      
438,871
              
2026
  
Sub Total
                
3,817,150
      
731,452
      
(774,038
)
    
(520,340
)
    
3,254,224
                  
Ken Coon
                                                                    
Retention on employment
1/07/2019
1/07/2022
    
0.135
      
956,145
      
-
      
(956,145
)
    
-
      
-
      
-
      
2023
  
2020 LTI - time based
1/07/2020
1/07/2023
    
0.125
      
440,171
      
-
      
-
      
-
      
440,171
      
-
      
2024
  
2020 LTI - performance based
1/07/2020
1/07/2023
    
0.137
      
660,257
      
-
      
-
      
-
      
660,257
      
-
      
2024
  
2022 cash bonus conversion
1/07/2022
1/07/2023
    
0.425
      
-
      
308,170
              
-
      
308,170
                  
2021 LTI - time based
1/07/2021
1/07/2024
    
0.330
      
162,978
      
-
      
-
      
-
      
162,978
      
-
      
2025
  
2021 LTI - performance based
1/07/2021
1/07/2024
    
0.371
      
244,466
      
-
      
-
      
-
      
244,466
      
-
      
2025
  
2022 LTI - time based
1/07/2022
1/07/2025
    
0.425
              
151,599
              
-
      
151,599
              
2026
  
2022 LTI - performance based
1/07/2022
1/07/2025
    
0.453
              
227,398
              
-
      
227,398
              
2026
  
Sub Total
                
2,688,734
      
687,167
      
(956,145
)
    
-
      
2,195,039
                  
Yoshio Nagai
                                                                    
2021 cash bonus conversion
1/07/2021
1/07/2022
    
0.330
      
404,077
      
-
      
(404,077
)
    
-
      
-
      
100
%
    
2023
  
Retention on employment
1/08/2019
1/08/2022
    
0.186
      
741,120
      
-
      
(741,120
)
    
-
      
-
      
100
%
    
2023
  
2020 LTI - time based
1/07/2020
1/07/2023
    
0.125
      
468,267
      
-
      
-
      
-
      
468,267
      
-
      
2024
  
2020 LTI - performance based
1/07/2020
1/07/2023
    
0.137
      
702,401
      
-
      
-
      
-
      
702,401
              
2024
  
2022 cash bonus conversion
1/07/2022
1/07/2023
    
0.425
              
327,908
              
-
      
327,908
              
2023
  
2021 LTI - time based
1/07/2021
1/07/2024
    
0.330
      
173,416
      
-
      
-
      
-
      
173,416
      
-
      
2025
  
2021 LTI - performance based
1/07/2021
1/07/2024
    
0.371
      
260,124
      
-
      
-
      
-
      
260,124
      
-
      
2025
  
2022 LTI - time based
1/07/2022
1/07/2025
    
0.425
      
-
      
160,695
              
-
      
160,695
              
2026
  
2022 LTI - performance based
1/07/2022
1/07/2025
    
0.453
      
-
      
241,042
              
-
      
241,042
              
2026
  
Sub Total
                
2,749,405
      
729,645
      
(1,145,197
)
    
-
      
2,333,853
                  
Bernard Rowe
                                                                    
2019 LTI - time based
6/11/2020
1/07/2022
    
0.195
      
1,106,509
      
-
      
(1,106,509
)
    
-
      
-
      
100
%
    
2023
  
2019 LTI - performance based
6/11/2020
1/07/2022
    
0.1695
      
1,659,763
      
-
      
(547,722
)
    
(1,112,041
)
    
-
      
33
%
    
2023
  
2020 LTI - time based
6/11/2020
1/07/2023
    
0.195
      
1,344,516
      
-
      
-
      
-
      
1,344,516
      
-
      
2024
  
2020 LTI - performance based
6/11/2020
1/07/2023
    
0.1665
      
2,016,774
      
-
      
-
      
-
      
2,016,774
      
-
      
2024
  
2021 LTI - time based
5/11/2021
1/07/2024
    
0.790
      
540,220
      
-
      
-
      
-
      
540,220
      
-
      
2025
  
2021 LTI - performance based
5/11/2021
1/07/2024
    
0.724
      
810,331
      
-
      
-
      
-
      
810,331
      
-
      
2025
  
2022 LTI - time based
1/07/2022
1/07/2025
    
0.425
      
-
      
560,084
      
-
      
-
      
560,084
              
2026
  
2022 LTI - performance based
1/07/2022
1/07/2025
    
0.453
      
-
      
840,125
      
-
      
-
      
840,125
              
2026
  
Sub Total
                
7,478,113
      
1,400,209
      
(1,654,231
)
    
(1,112,041
)
    
6,112,050
                  
Chad Yeftich1
                                                                    
2020 LTI - time based
6/11/2020
1/07/2023
    
0.125
      
602,894
      
-
      
-
      
-
      
602,894
      
-
      
2024
  
2020 LTI - performance based
6/11/2020
1/07/2023
    
0.137
      
602,894
      
-
      
-
      
-
      
602,894
      
-
      
2024
  
2022 cash bonus conversion
1/07/2022
1/07/2023
    
0.425
      
104,103
      
-
      
-
      
-
      
104,103
              
2023
  
2021 LTI - time based
5/11/2021
1/07/2024
    
0.510
      
223,084
      
-
      
-
      
-
      
223,084
      
-
      
2025
  
2021 LTI - performance based
5/11/2021
1/07/2024
    
0.457
      
223,084
      
-
      
-
      
-
      
223,084
      
-
      
2025
  
2022 LTI - time based
1/07/2022
1/07/2025
    
0.615
      
-
      
204,658
      
-
      
-
      
204,658
              
2026
  
2022 LTI - performance based
1/07/2022
1/07/2025
    
0.645
      
-
      
306,987
      
-
      
-
      
306,987
              
2026
  
Sub Total
                
1,756,059
      
511,645
      
-
      
-
      
2,267,704
                  
Matt Weaver
                                                                    
2019 LTI - time based
1/07/2020
1/07/2022
    
0.175
      
607,683
      
-
      
(607,683
)
    
-
      
-
      
100
%
    
2023
  
2019 LTI - performance based
1/07/2020
1/07/2022
    
0.140
      
899,736
      
-
      
(296,913
)
    
(602,823
)
    
-
      
33
%
    
2023
  
2021 cash bonus conversion
1/07/2021
1/07/2022
    
0.330
      
505,096
      
-
      
(505,096
)
    
-
      
-
      
100
%
    
2023
  
2020 LTI - time based
1/07/2020
1/07/2023
    
0.125
      
800,737
      
-
      
-
      
-
      
800,737
      
-
      
2024
  
2020 LTI - performance based
1/07/2020
1/07/2023
    
0.137
      
1,201,106
      
-
      
-
      
-
      
1,201,106
      
-
      
2024
  
2022 cash bonus conversion
1/07/2022
1/07/2023
    
0.425
      
-
      
467,189
      
-
      
-
      
467,189
      
-
      
2023
  
2021 LTI - time based
1/07/2021
1/07/2024
    
0.330
      
345,907
      
-
      
-
      
-
      
345,907
      
-
      
2025
  
2021 LTI - performance based
1/07/2021
1/07/2024
    
0.371
      
518,860
      
-
      
-
      
-
      
518,860
      
-
      
2025
  
2022 LTI - time based
1/07/2022
1/07/2025
    
0.615
      
-
      
323,663
      
-
      
-
      
323,663
              
2026
  
2022 LTI - performance based
1/07/2022
1/07/2025
    
0.645
      
-
      
485,495
      
-
      
-
      
485,495
              
2026
  
Sub Total
                
4,879,125
      
1,276,347
      
(1,409,692
)
    
(602,823
)
    
4,142,957
                  
Total
                
23,257,207
      
6,604,484
      
(6,143,494
)
    
(2,281,611
)
    
23,436,586
                  
 
(1)
Chad Yeftich 6/30/22 balance represents performance rights on issue on September 1, 2022, being the date of his promotion to the executive team.
 
54
Employment Agreements
 
The key provisions of the employment agreements are set out below for each of our executive officers.  None of these employment agreements have termination dates.
 
Mr. Calaway, Executive Chairman
 
Mr. Calaway’s employment agreement has a fixed term of 12 months from July 1, 2023 and was established effective July 1, 2022. It provides for fixed remuneration of US$300,000. At risk STI is 60% of base salary and at risk LTI is 60% of base salary. The split of LTI performance-based vs time based is 60% to 40%. The agreement can be terminated by Mr. Calaway on one months’ notice and by the Company on one months’ notice.
 
Mr. Rowe, Managing Director & Chief Executive Officer
 
Mr. Rowe’s employment agreement has an open term and was established effective July 1, 2019. It provides for fixed remuneration of A$536,000. At risk STI is 75% of the base salary (actual awards may range from 0 to 200% contingent upon individual and company performance compared to established targets) and at risk LTI is 100% of the base salary. The split of LTI performance-based vs time based is 60% to 40%. The agreement can be terminated by Mr. Rowe on six months’ notice and by the Company on six months’ notice.
 
Mr. Bucknell, Chief Financial Officer & Company Secretary
 
Mr. Bucknell’s employment agreement has an open term and was established effective July 1, 2019. It provides for fixed remuneration of A$400,000. At risk STI is 50% of the base salary (actual awards may range from 0 to 200% contingent upon individual and company performance compared to established targets) and at risk LTI is 60% of the base salary. The split of LTI performance-based vs time based is 60% to 40%. The agreement can be terminated by Mr. Bucknell on three months’ notice and by the Company on six months’ notice.
 
Mr. Coon, Vice President Human Resources
 
Mr. Coon’s employment agreement has an open term and was established effective July 1, 2019. It provides for fixed remuneration of US$250,000. At risk STI is 40% of the base salary (actual awards may range from 0 to 200% contingent upon individual and company performance compared to established targets) and at risk LTI is 40% of the base salary. The split of LTI performance-based vs time based is 60% to 40%. The agreement can be terminated by Mr. Coon on three months’ notice and by the Company on six months’ notice.
 
Mr. Nagai, Vice President Commercial Sales & Marketing
 
Mr. Nagai’s employment agreement has an open term and was established effective July 1, 2019. It provides for fixed remuneration of US$265,000. At risk STI is 40% of the base salary (actual awards may range from 0 to 200% contingent upon individual and company performance compared to established targets) and at risk LTI is 40% of the base salary. The split of LTI performance-based vs time based is 60% to 40%. The agreement can be terminated by Mr. Nagai on three months’ notice and by the Company on six months’ notice.
 
55
Mr. Weaver, Senior Vice President of Engineering & Operations
 
Mr. Weaver’s employment agreement has an open term and was established effective July 1, 2019.  It provides for fixed remuneration of US$305,000.  At risk STI is 50% of the base salary (actual awards may range from 0 to 200% contingent upon individual and company performance compared to established targets) and at risk LTI is 70% of the base salary.  The split of LTI performance-based vs time based is 60% to 40%.  The agreement can be terminated by Mr. Weaver on three months’ notice and by the Company on six months’ notice.
 
Mr. Yeftich, Corporate Development & External Affairs
 
Mr. Yeftich’s employment agreement has an open term and was established effective July 1, 2019. It provides for fixed remuneration of US$270,000. At risk STI is 40% of the base salary (actual awards may range from 0 to 200% contingent upon individual and company performance compared to established targets) and at risk LTI is 50% of the base salary. The split of LTI performance-based vs time based is 60% to 40%. The agreement can be terminated by Mr. Yeftich on three months’ notice and by the Company on six months’ notice.
 
C.
Board Practices
 
Our board of directors consists of James Calaway (appointed Director in April 2017 and Chairman in June 2017), Bernard Rowe (appointed Managing Director in August 2007), Stephen Gardiner (appointed Director in August 2022), Alan Davies (appointed Director in May 2017), Rose McKinney-James (appointed Director in February 2021) and Margaret Walker (appointed Director in February 2021).  Julian Babarczy retired as a Director of the Company on July 4, 2022.
 
In accordance with the ASX Listing Rules, a Director (other than the Managing Director) must not hold office, without re-election, past the third annual general meeting following the Director’s appointment or three years, whichever is longer.  In addition, under our Constitution, at every annual general meeting, one-third of the Directors (other than the Managing Director), are required to retire from office.  Such Directors are entitled to submit for re-election.
 
Service Contracts
 
Other than as disclosed under “Item 6. Directors, Senior Management and Employees—Compensation—Employment Agreements—Termination and Change of Control Benefits” we do not have any service contracts with directors which provide for benefits upon termination of employment.
 
Board Committees
 
Audit and Risk Committee
 
The Company has an Audit and Risk Committee established in accordance with the Company’s constitution that operates under a charter approved by the board of directors.  The Audit and Risk Committee’s roles include overseeing corporate reporting, external audits, risk management and compliance, and related party transactions.
 
The current membership of the Audit and Risk Committee is:
 
•
Stephen Gardiner (Chairman, independent, non-executive director – Appointed August 25, 2022);
 
•
Margaret R. Walker (independent, non-executive director); and
 
•
Alan Davies (independent, non-executive director).
 
Stephen Gardiner served as chairman of the Audit and Risk Committee during Fiscal 2023.
 
56
Nomination and Remuneration Committee
 
The Company has a Nomination and Remuneration Committee established in accordance with the Company’s constitution that operates under a charter approved by the board of directors.  The Nomination and Remuneration Committee’s nomination responsibilities include making recommendations regarding board size and director competencies; developing a board skills matrix; making recommendations regarding director selection, appointment and re-election; providing information to security holders; assessing director and executive performance, time commitment and independence; overseeing succession planning; and making other recommendations regarding governance matters.  The Nomination and Remuneration Committee’s remuneration responsibilities include developing, reviewing and making recommendations to the board regarding directors’ fees, senior executive remuneration, bias, policies, incentive schemes, equity-based programs, superannuation and retirement benefits, and other perquisites, as well as reviewing and administering incentive schemes and equity-based remuneration plans, including whether shareholder approval is required and ensuring that payments and awards of equity are made in accordance with their terms.
 
The current membership of the Nomination and Remuneration Committee is:
 
•
Alan Davies (Chairman, independent, non-executive director);
 
•
Rose McKinney-James (independent, non-executive director); and
 
•
Stephen Gardiner (independent, non-executive director – appointed August 25, 2022).
 
Stephen Gardiner served as a member of the Nomination and Remuneration Committee during Fiscal 2023.
 
Project Execution Committee
 
The current membership of the Project Execution Committee is:
 
•
Margaret R. Walker (Chairman, independent, non-executive director);
 
•
Alan Davies (independent, non-executive director); and
 
•
Bernard Rowe (managing director and CEO).
 
Environmental, Sustainability and Governance Committee
 
The current membership of the Environmental, Sustainability and Governance Committee is:
 
•
Rose McKinney-James (Chairman, independent, non-executive director); and
 
•
James D. Calaway (executive director).
 
D.
Employees
 
As of June 30, 2023, we had 29 employees and 8 employee contractors based in five different countries, as shown in the chart below.
 
   
United
States
    
Australia
    
Canada
    
Netherlands
    
Singapore
  
Employees
    
24
      
3
      
1
      
0
      
1
  
Employee Contractors
    
4
      
1
      
0
      
1
      
2
  
 
The workforce is non-unionized.
 
As of June 30, 2022, we had 24 employees and 8 employee contractors.
 
57
E.
Share Ownership
 
The following table lists as of September 30, 2023, the number of our shares beneficially owned by each of our directors, our chief executive officer and other members of our senior management as a group. Beneficial ownership is calculated based on 2,109,412,789 ordinary shares outstanding as of September 30, 2023. For any shareholder holding options or performance rights that are currently exercisable or exercisable within 60 days of September 30, 2023, beneficial ownership is calculated based on 2,109,412,789 ordinary shares outstanding as of September 30, 2023 plus any options or performance rights currently exercisable or exercisable within 60 days of September 30, 2023 held by such shareholder.
 
   
Ordinary Shares
Beneficially Owned(1)
  
Shareholder
  
Number
    
Percent
  
Officers and Directors
            
James D. Calaway(2)
    
57,443,934
      
2.723
%
Bernard Rowe(3)
    
67,112,580
      
3.182
%
Stephen Gardiner
    
5,078,838
      
0.241
%
Alan Davies(4)
    
71,449
      
0.003
%
Rose McKinney-James
    
117,856
      
0.006
%
Margaret R. Walker
    
197,856
      
0.009
%
Ian Bucknell
    
4,028,649
      
0.191
%
Ken Coon
    
1,778,062
      
0.084
%
Yoshio Nagai
    
2,187,213
      
0.104
%
Matt Weaver
    
5,110.227
      
0.242
%
Chad Yeftich
    
1,600,257
      
0.076
%
Officers and directors as a group (11 persons)
    
144,726,921
      
6.861
%
 
(1)
Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power of that security, including options and performance rights that are currently exercisable or exercisable within 60 days of September 30, 2023. As of September 30, 2023, the number of options and performance rights beneficially owned by each of our directors, our chief executive officer and other members of our senior management, currently exercisable or exercisable within 60 days of September 30, 2023 is 2,407,404.
 
(2)
56,333,076 ordinary shares are held of record by Lithium Investors Americas LLC, an entity controlled by Mr. Calaway. 1,010,830 options (currently exercisable), and 100,028 Performance rights (vesting in the next 60 days) are held of record in the name of Mr. Calaway.
 
(3)
36,690,902 ordinary shares and 400,000 American Depositary Receipts are held of record by Mopti Pty Limited, an entity controlled by Mr. Rowe. 5,826,182 ordinary shares are held of record by Mopti Management Pty Limited, an entity controlled by Mr. Rowe. 8,595,496 ordinary shares and are held of record in the name of Mr. Rowe.
 
(4)
1,300,854 ordinary shares are held of record by Diversa Trustees Limited as trustee for HUB24 Super Fund, an entity controlled by Mr. Davies. 2,695,705 ordinary shares, 1,010,830 options (currently exercisable), and 71,449 Performance rights (vesting in the next 60 days) are held of record in the name of Mr. Davies
 
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ITEM 7.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 
A.
Major Shareholders
 
The following table and accompanying footnotes sets forth, as of September 30, 2023, information regarding beneficial ownership of our ordinary shares by each person known by us to be the beneficial owner of more than 5% of our ordinary shares. In preparing the disclosure below, we have relied to the extent we believe appropriate on substantial shareholder notices provided to us by our substantial shareholders and released to ASX.
 
Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power of that security, including options and performance rights that are currently exercisable or exercisable within 60 days of September 30, 2023. Ordinary shares subject to options and performance rights currently exercisable or exercisable within 60 days of September 30, 2023 are deemed to be outstanding for computing the percentage ownership of the person holding these options and/or performance rights and the percentage ownership of any group of which the holder is a member, but are not deemed outstanding for computing the percentage of any other person.
 
Our calculation of the percentage of beneficial ownership is based on 2,109,412,789 ordinary shares issued and outstanding as at September 30, 2023. A large number of our ordinary shares are held by nominee companies so we cannot be certain of the identity of those beneficial owners.
 
Unless otherwise indicated, to our knowledge each shareholder possesses sole voting and investment power over the ordinary shares listed subject to community property laws, where applicable. None of our shareholders has different voting rights from other shareholders.
 
   
Ordinary Shares
Beneficially Owned
  
Shareholder
  
Number
    
Percent
  
Centaurus Capital LP(1)
    
282,411,108
      
13.4
%
Sibanye-Stillwater(2)
    
145,862,742
      
6.9
%
 
(1)
John D. Arnold is the natural person with ultimate voting or investment control over Centaurus Capital LP and thus indirectly controls voting with regard to shares of ioneer owned by Centaurus Capital LP.  The address of Centaurus Capital LP is 1717 West Loop South, Suite 1800 Houston, TX 77027.
 
(2)
As a publicly traded entity, Sibanye-Stillwater has a board of directors, a chief executive officer and a chief financial officer, as well as other individuals, who have significant and material input into investments made by Sibanye-Stillwater.
 
Record Holders
 
As of August 31, 2023, we had 2,109,412,789 ordinary shares outstanding. Based on information known to us, as of August 31, 2023, 586,157,300 (27.8%) of our ordinary shares were being held in the United States by 92 holders and 596,933,633 (28.3%) of our ordinary shares were being held in Australia by 214 holders. A large number of our ordinary shares are held by nominee companies so we cannot be certain of the identity of those beneficial owners.
 
We are not controlled by another corporation, by any foreign government or by any natural or legal persons except as set forth herein, and there are no arrangements known to us which would result in a change in control of us at a subsequent date.
 
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B.
Related Party Transactions
 
Other than as disclosed below, since the start of fiscal 2021, other than employment and “Compensation”, matters described under “Executive Compensation”, there have been no transactions or loans between us and:
 
(a)
enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with us;
 
(b)
associates, meaning unconsolidated enterprises in which we have a significant influence or which have significant influence over us;
 
(c)
individuals owning, directly or indirectly, an interest in the voting power of us that gives them significant influence over our us, and close members of any such individual’s family;
 
(d)
key management personnel, that is, those persons having authority and responsibility for planning, directing and controlling the activities of ours, including directors and senior management of us and close members of such individuals’ families; and
 
(e)
enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) above or over which such a person is able to exercise significant influence, including enterprises owned by directors or major shareholders of us and enterprises that have a member of key management in common with us.
 
C.
Interests of Experts and Counsel
 
Not Applicable.
 
ITEM 8.
FINANCIAL INFORMATION.
 
A.
Consolidated Statements and Other Financial Information.
 
See “Item 18. Financial Statements.”
 
Legal Proceedings
 
We are not a party to any material legal proceedings.
 
Dividends
 
We have not declared any dividends during fiscal 2023, 2022 or 2021 and do not anticipate that we will do so in the foreseeable future.  We currently intend to retain future earnings, if any, to finance the development of our business.  Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion of our Board of Directors on the basis of our earnings, financial requirements and other relevant factors, and subject to Australian law.
 
Any dividend we declare will be paid to the holders of ADSs, subject to the terms of the deposit agreement, to the same extent as holders of our ordinary shares, to the extent permitted by applicable law and regulations, less the fees and expenses payable under the deposit agreement.  Any dividend we declare will be distributed by the depositary bank to the holders of the ADSs, subject to the terms of the deposit agreement.  See “Additional Information—Constitutional Documents—Description of Share Capital—American Depositary Shares.”
 
B.
Significant Changes
 
No significant change, other than as otherwise described in this annual report on Form 20-F, has occurred in our operations since the date of our consolidated financial statements included in this annual report on Form 20-F.
 
ITEM 9.
THE OFFER AND LISTING
 
A.
Offer and Listing Details
 
The principal trading market for our ordinary shares is the ASX in Australia.  Our ordinary shares trade under the symbol “INR”.
 
On October 25, 2023, the closing price of our ordinary shares as traded on the ASX was A$0.15 per ordinary share.  Our ADSs are listed on Nasdaq under the symbol “IONR”.
 
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B.
Plan of Distribution
 
Not applicable.
 
C.
Markets
 
Our ordinary shares are publicly traded on the ASX under the symbol “INR”.  Our ADSs are publicly traded on Nasdaq under the symbol “IONR”.
 
D.
Selling Shareholders
 
Not applicable.
 
E.
Dilution
 
Not applicable.
 
F.
Expenses of the Issue
 
Not applicable.
 
ITEM 10.
ADDITIONAL INFORMATION
 
A.
Share Capital
 
Not Applicable.
 
B.
Constitutional Documents
 
DESCRIPTION OF SHARE CAPITAL
 
The following description of our ordinary shares is only a summary.  We encourage you to read our Constitution, which is included as an exhibit to our Annual Report on Form 20-F.  All references to the “Company,” “we,” “us,” “our” and “ours” refer to ioneer Ltd. and its consolidated subsidiaries.
 
General
 
We are a public company limited by shares registered under the Corporations Act by the Australian Securities and Investments Commission (“ASIC”).  Our corporate affairs are principally governed by our Constitution, the Corporations Act and the ASX Listing Rules.  Our ordinary shares trade on the ASX.  Our ADSs, each representing 40 of our ordinary shares, are listed on Nasdaq under the symbol “IONR.” The Bank of New York Mellon, acting as depositary, registers and delivers the ADSs.
 
The Australian law applicable to our Constitution is not significantly different from U.S. laws applicable to a U.S. company’s charter documents except we do not have a limit on our authorized share capital, as the concept of par value is not recognized under Australian law.
 
Subject to restrictions on the issue of securities in our Constitution, the Corporations Act and the ASX Listing Rules of the Australian Securities Exchange and any other applicable law, we may at any time issue shares and grant options or warrants on any terms, with the rights and restrictions and for the consideration that our Board of Directors determine.
 
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The rights and restrictions attaching to ordinary shares are derived through a combination of our Constitution, the common law applicable to Australia, the ASX Listing Rules, the Corporations Act and other applicable law.  A general summary of some of the rights and restrictions attaching to our ordinary shares are summarized below.  Each ordinary shareholder is entitled to receive notice of, and to be present, vote and speak at, general meetings.
 
Constitution
 
Our constituent document is a Constitution.  The Constitution is subject to the terms of the ASX Listing Rules and the Australian Corporations Act.  The Constitution may be amended or repealed and replaced by special resolution of shareholders, which is a resolution of which notice has been given and that has been passed by at least 75% of the votes cast by shareholders entitled to vote on the resolution.  Where there is an inconsistency between the provisions of the Constitution and the ASX Listing Rules, the provisions of the ASX Listing Rules will prevail over any inconsistent provisions of the Constitution.
 
Purposes and Objects
 
As a public company, we have all the rights, powers and privileges of a natural person.  Our Constitution does not provide for or prescribe any specific objects or purposes.
 
The Powers of the Directors and Management of the Company
 
The business is managed by the directors who may exercise all the powers of the Company that are not required to be exercised by shareholders in a general meeting.  The exercise of these powers is subject to the provisions of this Constitution, the ASX Listing Rules and the Australian Corporations Act (to the extent applicable).
 
Members Approval to Significant Changes
 
We must not make a significant change (either directly or indirectly) to the nature and scale of our activities except after having disclosed full details to the ASX in accordance with the requirements of the ASX Listing Rules (and if required by the ASX, subject to us obtaining the approval of shareholders in a general meeting).  We must not sell or otherwise dispose of the main undertaking of our company without the approval of shareholders in a general meeting.  We need not comply with the above obligations if the ASX grants us an applicable waiver to be relieved of our obligations.
 
Rights Attached to Our Ordinary Shares
 
All of our issued shares are ordinary shares and as such the rights pertaining to these ordinary shares are the same.  As at the date of this annual report on Form 20-F, there are no ordinary shares that have superior or inferior rights.
 
The concept of authorized share capital no longer exists in Australia and as a result, our authorized share capital is unlimited.  All our ordinary shares on issue are validly issued, fully paid and rank pari passu (equally).  The rights attached to our ordinary shares are as follows:
 
•
Dividend Rights.  Under our Constitution, subject to the rights of persons (if any) entitled to shares with special rights to dividends, the directors may declare an interim or final dividend be paid to the members in accordance with the Australian Corporations Act and may authorize the payment or crediting by us to the members of such a dividend.  No dividend carries interest as against us.  Under the Australian Corporations Act, we must not pay a dividend unless:  (a) our assets exceed our liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend; (b) the payment of the dividend is fair and reasonable to our shareholders as a whole; and (c) the payment of the dividend does not materially prejudice our ability to pay our creditors.  Unless the resolution for the payment of the dividend otherwise directs, all dividends are to be apportioned and paid proportionately to the amounts paid, or credited as paid on the relevant shares.
 
62
•
Voting Rights.  Holders of ordinary shares have one vote per person on a show of hands, or one vote for each fully paid ordinary share held (or for a partly paid share, a fraction of a vote equal to the proportion which the amount paid up bears to the total issue price of the share) on all matters submitted to a vote of shareholders conducted by way of a poll.
 
The quorum required for a general meeting of shareholders consists of at least five shareholders or shareholders representing at least 10% of our voting shares present in person, or by proxy, attorney or representative appointed pursuant to our Constitution.  A meeting at which there is a lack of a quorum after 30 minutes (excluding a meeting convened on the requisition of shareholders) will be adjourned to the date, time and place as the Directors may by notice to shareholders appoint, or failing any appointment, to the same day in the following week at the same time and place.  The meeting is dissolved if a quorum is not present within 30 minutes from the time appointed for the reconvened meeting.
 
Under the Australian Corporations Act, an ordinary resolution requires approval by the shareholders by a simple majority of the votes cast (namely, a resolution passed by more than 50% of the votes cast by shareholders entitled to vote on the resolution).  Under our Constitution and the Australian Corporations Act, a special resolution (such as in relation to amending our Constitution, approving any variation of rights attached to any class of shares or our voluntary winding-up), requires approval of a special majority (namely a resolution that has been passed by at least 75% of the votes cast by shareholders entitled to vote on the resolution).
 
•
Rights in the Event of Liquidation.  Under our Constitution, in the event of our liquidation, after satisfaction of liabilities to creditors and other statutory obligations prescribed by the laws of Australia, and the passing of a special resolution giving effect to the following, the liquidator may distribute our assets to the holders of ordinary shares in proportion to the shares held by them respectively.  This right may be affected by the grant of preferential dividend or distribution rights to the holders of a class of shares with preferential rights, such as the right in winding up to payment in cash of the amount then paid up on the share, and any arrears of dividend in respect of that share, in priority to any other class of shares.
 
Changing Rights Attached to Shares
 
Under the Australian Corporations Act and our Constitution, the rights attached to any class of shares, unless otherwise provided by the terms of the class, may be varied with either the written consent of the holders of not less than 75% of the issued shares of that class or the sanction of a special resolution passed at a separate general meeting of the shares of that class.
 
Annual and Extraordinary Meetings
 
Under the Australian Corporations Act, our directors must convene an annual meeting of shareholders at least once every calendar year and within five months after the end of our last financial year.  Notice of at least 28 days prior to the date of the meeting is required.  A general meeting may be convened by any director, or one or more shareholders holding in the aggregate at least 5% of the votes that may be cast at a general meeting of shareholders.  A general meeting must be called by the directors if requested by one or more shareholders holding in aggregate at least 5% of the votes that may be cast at a general meeting of shareholders.  The directors must call the meeting not more than 21 days after the request is made.  The meeting must be held not later than two months after the request is given.
 
Limitations on the Rights to Own Securities in Our Company
 
Subject to certain limitations on the percentage of shares a person may hold in our Company, imposed by the takeover provisions in the Australian Corporations Act which prohibit a person from acquiring voting shares or interests above the 20% level unless the person uses one of several permitted transactions types, neither our Constitution nor the laws of the Commonwealth of Australia (excluding the Foreign Acquisitions and Takeovers Act 1975 (as amended from time to time) and related regulations) restrict in any way the ownership of shares in our Company.
 
63
Changes in Our Capital
 
Pursuant to the ASX Listing Rules, we may in our discretion issue securities without the approval of shareholders, if such issue of securities, when aggregated with securities issued by us during the previous 12 month period would be an amount that would not exceed 15% of our issued capital at the commencement of the 12 month period.  The Company may seek shareholder approval by special resolution at its annual general meeting to increase its capacity to issue equity securities by an additional 10% for the proceeding 12-month period.  Issues of securities in excess of this limit or the issue of securities to our related parties, certain substantial shareholders and their respective associates require approval of shareholders (unless otherwise permitted under the ASX Listing Rules or unless we have obtained a waiver from the ASX in relation to the 15% limit).
 
The Foreign Acquisitions and Takeovers Act 1975
 
Overview
 
Australia’s foreign investment regime is set out in the Foreign Acquisitions and Takeovers Act 1975 (Cth) (“FATA”) and Australia’s Foreign Investment Policy, or the Policy.  The Australian Treasurer administers the FATA and the Policy with the advice and assistance of the Foreign Investment Review Board, or FIRB.
 
In the circumstances set out below in the section entitled ‘Mandatory notification requirements’, foreign persons are required to notify and receive a prior statement of no objection, or FIRB Clearance, from the Australian Treasurer.  In the circumstances set out below in the section entitled ‘Other situations where FIRB clearance might be sought’, it is generally recommended that foreign persons obtain FIRB Clearance.
 
The Australian Treasurer has powers under the FATA to make adverse orders, including prohibition of a proposal, ordering disposal of an interest acquired or imposing conditions on a proposed transaction, in respect of a relevant acquisition if he or she considers it to be contrary to Australia’s national interest.  The issue of a FIRB Clearance removes the risk of the exercise of the Australian Treasurer’s powers.
 
The obligation to notify and obtain FIRB Clearance is upon the acquirer of the interest, and not the Company.  The failure to obtain FIRB Clearance may be an offence under Australian law.
 
Investor’s Responsibility
 
It is the responsibility of any persons who wish to acquire shares of the Company to satisfy themselves as to their compliance with the FATA, regulations made under the FATA, the Policy, guidelines issued by the FIRB and with any other necessary approval and registration requirement or formality, before acquiring an interest in the Company.
 
Mandatory Notification Requirements
 
Broadly, FIRB Clearance is required for the following transactions involving the acquisition of shares by foreign persons in an Australian corporation:
 
•
the acquisition of a substantial interest if the Australian corporation is valued in excess of the applicable monetary threshold (see below);
 
•
any direct investment by a foreign government investor; and
 
•
the acquisition of shares in an Australian land corporation where applicable monetary thresholds are met.
 
As at May 31, 2023, the prescribed threshold applicable to the majority of non-land investments is A$310 million though a higher threshold of A$1.339 billion applies for private foreign investors from the United States, New Zealand, China, Japan, South Korea, Singapore, Hong Kong, Peru, Chile, United Kingdom, Canada, Mexico, Malaysia and Vietnam unless the transaction involves certain prescribed sensitive sectors.
 
64
Application of these Requirements to the Company
 
As at June 30, 2023, the Company did not have any interests in Australian land and hence is not an Australian land corporation.  However, the Company’s gross assets were valued above A$289 million.  Accordingly, an investor in the Company would currently be subject to the mandatory notification regime if they are a foreign government investor making a direct investment in the Company or a private foreign person that acquires a substantial interest in the Company’s shares.  Applications for FIRB Clearance may be made by prospective investors in accordance with the information on FIRB’s website.
 
Other Situations Where FIRB Clearance Might be Sought
 
In addition to those circumstances where it is mandatory under the FATA for a foreign person to notify FIRB and seek FIRB Clearance for a particular transaction (see above), there are other instances where, despite there being no mandatory notification obligation, the Australian Treasurer may make adverse orders under the FATA if he or she considers a particular transaction to be ‘contrary to the national interest’.
 
For example, FIRB has stated in its guidance as at April 12, 2022 that foreign persons proposing to invest in a business or entity involved in the extraction, processing or sale of lithium are encouraged to seek FIRB Clearance on a voluntary basis.
 
In this circumstance, clearance may be sought on a voluntary basis.  This would then preclude the Australian Treasurer from exercising his powers to make adverse orders in respect of the proposed transaction.
 
The Company as a Foreign Person
 
If foreign persons have an aggregate substantial interest in the Company, the Company would be considered to be a foreign person under the FATA.  In such event, we would be required to obtain FIRB Clearance for our own transactions involving the acquisitions of interests in Australian land and certain types of acquisitions of interests in Australian corporations.  FIRB Clearance for such acquisitions may or may not be given or may be given subject to conditions.  If FIRB Clearance is required and not given in relation to a proposed investment, we may not be able to proceed with that investment.  There can be no assurance that we will be able to obtain any required FIRB Clearances in the future.
 
Defined Terms Used in this Section
 
Foreign Persons
 
Under Australia’s foreign investment regime, it is the responsibility of any person (including, without limitation, nominees and trustees) who is:
 
•
a natural person not ordinarily resident in Australia;
 
•
a corporation in which a natural person not ordinarily resident in Australia, or a corporation incorporated outside of Australia, or a foreign government, holds a substantial interest (being a direct or indirect, actual or potential, voting power of 20.0% or more);
 
•
a corporation in which two or more persons, each of whom is either a non-Australian resident, a non-Australian corporation or a foreign government, hold an aggregate substantial interest (being a direct or indirect, actual or potential, voting power in aggregate of 40.0% or more);
 
•
a trustee of a trust or the general partner of a limited partnership in which a non-Australian resident, non-Australian corporation, or a foreign government, holds a substantial interest;
 
65
•
a trustee of a trust or the general partner of a limited partnership in which two or more persons, each of whom is either a non-Australian resident, a non-Australian corporation or a foreign government, hold an aggregate substantial interest; or
 
•
a foreign government investor,
 
to ascertain if they may be required to notify the Australian Treasurer of their investment.
 
Associates
 
Under the FATA, an associate of a person is broadly defined to include:
 
•
relatives (including spouse or de facto partner) of the person;
 
•
any person with whom the person is acting, or proposes to act, in concert in relation to an action;
 
•
any business partner of the person;
 
•
any entity of which the person is a senior officer;
 
•
any holding entity of the person or any senior officer of the person (where the person is a corporation);
 
•
any entity whose senior officers are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the person or, where the person is an entity, of the senior officers of the person;
 
•
any entity in accordance with the directions, instructions or wishes of which, or of the senior officers of which, the person is accustomed or under an obligation, whether formal or informal, to act;
 
•
any corporation in which the person holds a substantial interest;
 
•
where the person is a corporation—a person who holds a substantial interest in the corporation;
 
•
the trustee of a trust in which the person holds a substantial interest;
 
•
where the person is the trustee of a trust —a person who holds a substantial interest in the trust estate.
 
Australian Land Corporation
 
An Australian land corporation, or ALC, is a corporation where the value of its total assets comprising interests in Australian land exceeds 50% of the value of its total gross assets.  An ALC is not necessarily a company registered in Australia.  It may be registered anywhere.  It is the composition of the assets of the corporation that will make it an ALC for the purposes of the Australian foreign investment regime.
 
Substantial Interest
 
A substantial interest in an entity is an interest in at least 20% or more of the actual or potential voting power or issued shares in that entity held by a single foreign person.
 
An aggregate substantial interest in an entity is an aggregate interest in at least 40% or more of the actual or potential voting power or issued shares in that entity held by multiple foreign persons.
 
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Direct Investment
 
Any investment of an interest of 10% or more is considered to be a direct investment.  Investments that involve interests below 10% may also be considered direct investments if the acquiring foreign government investor is building a strategic stake in the target, or can use that investment to influence or control the target.  In particular, it includes investments of less than 10% which include any of the following:
 
•
preferential, special or veto voting rights;
 
•
the ability to appoint directors or asset managers;
 
•
contractual agreements including, but not restricted to, agreements for loans, provision of services and off take agreements; or
 
•
building or maintaining a strategic or long-term relationship with a target entity.
 
Foreign Government Investor
 
A Foreign Government Investor is:
 
•
a foreign government or separate government entity;
 
•
an entity in which a foreign government or separate government entity has a substantial interest of 20% or more; or
 
•
an entity in which foreign governments or separate government entities of more than one foreign country have an aggregate substantial interest of 40% or more.
 
Our Constitution does not contain any additional limitations on a nonresident’s right to hold or vote our securities.
 
Australian law requires the transfer of shares in our Company to be made in writing pursuant to an instrument of transfer (as prescribed under the Australian Corporations Act) if the Company’s shares are not quoted on the ASX or another prescribed financial market in Australia.  Under current stamp duty legislation no Australian stamp duty will be payable in Australia on the issue or trading of shares in the Company as the Company is not a “landholder” in any Australian State or Territory, and it is expected that all of the Company’s issued shares will remain quoted on the ASX at all times and no shareholder will acquire or commence to hold (on an associate inclusive basis) 90% or more of the Company’s total issued shares.
 
American Depositary Shares
 
The Bank of New York Mellon, as depositary, registers and delivers American Depositary Shares, also referred to as ADSs.  Each ADS represents 40 shares (or a right to receive 40 shares) deposited with HSBC Bank Australia Limited, as custodian for the depositary in Australia.  Each ADS also represents any other securities, cash or other property that may be held by the depositary.  The deposited shares together with any other securities, cash or other property held by the depositary are referred to as the deposited securities.  The depositary’s office at which the ADSs are administered and its principal executive office are located at 240 Greenwich Street, New York, New York 10286.
 
You may hold ADSs either (A) directly (i) by having an American Depositary Receipt, also referred to as an ADR, which is a certificate evidencing a specific number of ADSs, registered in your name, or (ii) by having uncertificated ADSs registered in your name, or (B) indirectly by holding a security entitlement in ADSs through your broker or other financial institution that is a direct or indirect participant in The Depository Trust Company, also called DTC.  If you hold ADSs directly, you are a registered ADS holder, also referred to as an ADS holder.  This description assumes you are an ADS holder.  If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section.  You should consult with your broker or financial institution to find out what those procedures are.
 
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Registered holders of uncertificated ADSs receive statements from the depositary confirming their holdings.
 
As an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights.  Australian law governs shareholder rights.  The depositary will be the holder of the shares underlying your ADSs.  As a registered holder of ADSs, you will have ADS holder rights.  A deposit agreement among us, the depositary, ADS holders and all other persons indirectly or beneficially holding ADSs sets out ADS holder rights as well as the rights and obligations of the depositary.  New York law governs the deposit agreement and the ADSs.
 
The following is a summary of the material provisions of the deposit agreement.  For more complete information, you should read the entire deposit agreement and the form of ADR.
 
Dividends and Other Distributions
 
How will you receive dividends and other distributions on the shares?
 
The depositary has agreed to pay or distribute to ADS holders the cash dividends or other distributions it or the custodian receives on shares or other deposited securities, upon payment or deduction of its fees and expenses.  You will receive these distributions in proportion to the number of shares your ADSs represent.
 
•
Cash.  The depositary will convert any cash dividend or other cash distribution we pay on the shares into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States.  If that is not possible or if any government approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so.  It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid.  It will not invest the foreign currency and it will not be liable for any interest.
 
Before making a distribution, any withholding taxes, or other governmental charges that must be paid will be deducted.  The depositary will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent.  If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some of the value of the distribution.
 
•
Shares.  The depositary may distribute additional ADSs representing any shares we distribute as a dividend or free distribution.  The depositary will only distribute whole ADSs.  It will sell shares which would require it to deliver a fraction of an ADS (or ADSs representing those shares) and distribute the net proceeds in the same way as it does with cash.  If the depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new shares.  The depositary may sell a portion of the distributed shares (or ADSs representing those shares) sufficient to pay its fees and expenses in connection with that distribution.
 
•
Rights to purchase additional shares.  If we offer holders of our securities any rights to subscribe for additional shares or any other rights, the depositary may (i) exercise those rights on behalf of ADS holders, (ii) distribute those rights to ADS holders or (iii) sell those rights and distribute the net proceeds to ADS holders, in each case after deduction or upon payment of its fees and expenses.  To the extent the depositary does not do any of those things, it will allow the rights to lapse.  In that case, you will receive no value for them.  The depositary will exercise or distribute rights only if we ask it to and provide satisfactory assurances to the depositary that it is legal to do so.  If the depositary will exercise rights, it will purchase the securities to which the rights relate and distribute those securities or, in the case of shares, new ADSs representing the new shares, to subscribing ADS holders, but only if ADS holders have paid the exercise price to the depositary.  U.S. securities laws may restrict the ability of the depositary to distribute rights or ADSs or other securities issued on exercise of rights to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.
 
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•
Other Distributions.  The depositary will send to ADS holders anything else we distribute on deposited securities by any means it thinks is legal, fair and practical.  If it cannot make the distribution in that way, the depositary has a choice.  It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash.  Or, it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property.  However, the depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from us that it is legal to make that distribution.  The depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution.  U.S. securities laws may restrict the ability of the depositary to distribute securities to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.
 
The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders.  We have no obligation to register ADSs, shares, rights or other securities under the Securities Act.  We also have no obligation to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders.  This means that you may not receive the distributions we make on our shares or any value for them if it is illegal or impractical for us to make them available to you.
 
Deposit, Withdrawal and Cancellation
 
How are ADSs issued?
 
The depositary will deliver ADSs if you or your broker deposits shares or evidence of rights to receive shares with the custodian.  Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person or persons that made the deposit.
 
How can ADS holders withdraw the deposited securities?
 
You may surrender your ADSs to the depositary for the purpose of withdrawal.  Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the shares and any other deposited securities underlying the ADSs to the ADS holder or a person the ADS holder designates at the office of the custodian.  Or, at your request, risk and expense, the depositary will deliver the deposited securities at its office, if feasible.  However, the depositary is not required to accept surrender of ADSs to the extent it would require delivery of a fraction of a deposited share or other security.  The depositary may charge you a fee and its expenses for instructing the custodian regarding delivery of deposited securities.
 
How do ADS holders interchange between certificated ADSs and uncertificated ADSs?
 
You may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs.  The depositary will cancel that ADR and will send to the ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated ADSs.  Upon receipt by the depositary of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the depositary will execute and deliver to the ADS holder an ADR evidencing those ADSs.
 
Voting Rights
 
How do you vote?
 
ADS holders may instruct the depositary how to vote the number of deposited shares their ADSs represent.  If we request the depositary to solicit your voting instructions (and we are not required to do so), the depositary will notify you of a shareholders’ meeting and send or make voting materials available to you.  Those materials will describe the matters to be voted on and explain how ADS holders may instruct the depositary how to vote.  For instructions to be valid, they must reach the depositary by a date set by the depositary.  The depositary will try, as far as practical, subject to the laws of Australia and the provisions of our constitution or similar documents, to vote or to have its agents vote the shares or other deposited securities as instructed by ADS holders.  If we do not request the depositary to solicit your voting instructions, you can still send voting instructions, and, in that case, the depositary may try to vote as you instruct, but it is not required to do so.
 
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Except by instructing the depositary as described above, you won’t be able to exercise voting rights unless you surrender your ADSs and withdraw the shares.  However, you may not know about the meeting enough in advance to withdraw the shares.  In any event, the depositary will not exercise any discretion in voting deposited securities and it will only vote or attempt to vote as instructed.
 
We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote the shares represented by your ADSs.  In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions.  This means that you may not be able to exercise voting rights and there may be nothing you can do if the shares represented by your ADSs are not voted as you requested.
 
In order to give you a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to Deposited Securities, if we request the Depositary to act, we agree to give the depositary notice of any such meeting and details concerning the matters to be voted upon at least 30 days in advance of the meeting date.
 
Payment of Taxes
 
You will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented by any of your ADSs.  The depositary may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities represented by your ADSs until those taxes or other charges are paid.  It may apply payments owed to you or sell deposited securities represented by your ADSs to pay any taxes owed and you will remain liable for any deficiency.  If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid the taxes.
 
Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities
 
The depositary will not tender deposited securities in any voluntary tender or exchange offer unless instructed to do so by an ADS holder surrendering ADSs and subject to any conditions or procedures the depositary may establish.
 
If deposited securities are redeemed for cash in a transaction that is mandatory for the depositary as a holder of deposited securities, the depositary will call for surrender of a corresponding number of ADSs and distribute the net redemption money to the holders of called ADSs upon surrender of those ADSs.
 
If there is any change in the deposited securities such as a sub-division, combination or other reclassification, or any merger, consolidation, recapitalization or reorganization affecting the issuer of deposited securities in which the depositary receives new securities in exchange for or in lieu of the old deposited securities, the depositary will hold those replacement securities as deposited securities under the deposit agreement.  However, if the depositary decides it would not be lawful and practical to hold the replacement securities because those securities could not be distributed to ADS holders or for any other reason, the depositary may instead sell the replacement securities and distribute the net proceeds upon surrender of the ADSs.
 
If there is a replacement of the deposited securities and the depositary will continue to hold the replacement securities, the depositary may distribute new ADSs representing the new deposited securities or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities.
 
If there are no deposited securities underlying ADSs, including if the deposited securities are cancelled, or if the deposited securities underlying ADSs have become apparently worthless, the depositary may call for surrender of those ADSs or cancel those ADSs upon notice to the ADS holders.
 
Amendment and Termination
 
How may the deposit agreement be amended? We may agree with the depositary to amend the deposit agreement and the ADRs without your consent for any reason.
 
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If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended.
 
How may the deposit agreement be terminated?
 
The depositary will initiate termination of the deposit agreement if we instruct it to do so.  The depositary may initiate termination of the deposit agreement if:
 
•
60 days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its appointment;
 
•
we delist the ADSs from an exchange in the United States on which they were listed and do not list the ADSs on another exchange in the United States or make arrangements for trading of ADSs on the U.S. over-the-counter market;
 
•
we delist our shares from an exchange on which they were listed and do not list the shares on another exchange;
 
•
the depositary has reason to believe the ADSs have become, or will become, ineligible for registration on Form F-6 under the Securities Act of 1933;
 
•
we appear to be insolvent or enter insolvency proceedings;
 
•
all or substantially all the value of the deposited securities has been distributed either in cash or in the form of securities;
 
•
there are no deposited securities underlying the ADSs or the underlying deposited securities have become apparently worthless; or
 
•
there has been a replacement of deposited securities.
 
If the deposit agreement will terminate, the depositary will notify ADS holders at least 90 days before the termination date.  At any time after the termination date, the depositary may sell the deposited securities.  After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement, unsegregated and without liability for interest, for the pro rata benefit of the ADS holders that have not surrendered their ADSs.  Normally, the depositary will sell as soon as practicable after the termination date.
 
After the termination date and before the depositary sells, ADS holders can still surrender their ADSs and receive delivery of deposited securities, except that the depositary may refuse to accept a surrender for the purpose of withdrawing deposited securities or reverse previously accepted surrenders of that kind that have not settled if it would interfere with the selling process.  The depositary may refuse to accept a surrender for the purpose of withdrawing sale proceeds until all the deposited securities have been sold.  The depositary will continue to collect distributions on deposited securities, but, after the termination date, the depositary is not required to register any transfer of ADSs or distribute any dividends or other distributions on deposited securities to the ADSs holder (until they surrender their ADSs) or give any notices or perform any other duties under the deposit agreement except as described in this paragraph.
 
Limitations on Obligations and Liability
 
Limits on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADSs The deposit agreement expressly limits our obligations and the obligations of the depositary.
 
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It also limits our liability and the liability of the depositary. We and the depositary:
 
•
are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith, and the depositary will not be a fiduciary or have any fiduciary duty to holders of ADSs;
 
•
are not liable if we are or it is prevented or delayed by law or by events or circumstances beyond our or its ability to prevent or counteract with reasonable care or effort from performing our or its obligations under the deposit agreement;
 
•
are not liable if we or it exercises discretion permitted under the deposit agreement;
 
•
are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages for any breach of the terms of the deposit agreement;
 
•
have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf of any other person;
 
•
are not liable for the acts or omissions of any securities depository, clearing agency or settlement system; and
 
•
the depositary has no duty to make any determination or provide any information as to our tax status, or any liability for any tax consequences that may be incurred by ADS holders as a result of owning or holding ADSs or be liable for the inability or failure of an ADS holder to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund of amounts withheld in respect of tax or any other tax benefit.
 
In the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.
 
Requirements for Depositary Actions
 
Before the depositary will deliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of shares, the depositary may require:
 
•
payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other deposited securities;
 
•
satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and
 
•
compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.
 
The depositary may refuse to deliver ADSs or register transfers of ADSs when the transfer books of the depositary or our transfer books are closed or at any time if the depositary or we think it advisable to do so.
 
Your Right to Receive the Shares Underlying your ADSs
 
ADS holders have the right to cancel their ADSs and withdraw the underlying shares at any time except:
 
•
when temporary delays arise because:  (i) the depositary has closed its transfer books or we have closed our transfer books; (ii) the transfer of shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are paying a dividend on our ordinary shares;
 
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•
when you owe money to pay fees, taxes and similar charges; or
 
•
when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of ordinary shares or other deposited securities.
 
This right of withdrawal may not be limited by any other provision of the deposit agreement.
 
Direct Registration System
 
In the deposit agreement, all parties to the deposit agreement acknowledge that the Direct Registration System, also referred to as DRS, and Profile Modification System, also referred to as Profile, will apply to the ADSs.  DRS is a system administered by DTC that facilitates interchange between registered holding of uncertificated ADSs and holding of security entitlements in ADSs through DTC and a DTC participant.  Profile is a feature of DRS that allows a DTC participant, claiming to act on behalf of a registered holder of uncertificated ADSs, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS holder to register that transfer.
 
In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an ADS holder in requesting registration of transfer and delivery as described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code).  In the deposit agreement, the parties agree that the depositary’s reliance on and compliance with instructions received by the depositary through the DRS/Profile system and in accordance with the deposit agreement will not constitute negligence or bad faith on the part of the depositary.
 
Shareholder Communications; Inspection of Register of Holders of ADSs
 
The depositary will make available for your inspection at its office all communications that it receives from us as a holder of deposited securities that we make generally available to holders of deposited securities.  The depositary will send you copies of those communications or otherwise make those communications available to you if we ask it to.  You have a right to inspect the register of holders of ADSs, but not for the purpose of contacting those holders about a matter unrelated to our business or the ADSs.
 
Jury Trial Waiver
 
The deposit agreement provides that, to the extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws.  The waiver of jury trial provision applies to all holders of ADSs, including purchasers who acquire ADSs on the open market.  If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable in the facts and circumstances of that case in accordance with applicable case law.
 
Although the deposit agreement provides a waiver of jury trial, we have been advised that no condition, stipulation or provision of the deposit agreement or ADSs can serve as a waiver by any owner or holder of ADSs or by us or the depositary of compliance with any substantive provision of the U.S. federal securities laws and the rules and regulations promulgated thereunder.  Accordingly, we expect to be subject to a jury trial in actions based on such laws, rules and regulations.
 
C.
Material Contracts
 
There are no other contracts, other than those disclosed in this annual report on Form 20-F and those entered into in the ordinary course of our business, that are material to us and which were entered into in the last two completed fiscal years or which were entered into before the two most recently completed fiscal years but are still in effect as of the date of this annual report on Form 20-F.
 
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D.
Exchange Controls
 
Australia has largely abolished exchange controls on investment transactions.  The Australian dollar is freely convertible into U.S. dollars or other currencies.  In addition, there are currently no specific rules or limitations regarding the export from Australia of profits, dividends, capital or similar funds belonging to foreign investors, except that certain payments to non-residents must be reported to the Australian Cash Transaction Reports Agency, which monitors such transaction, and amounts on account of potential Australian tax liabilities may be required to be withheld unless a relevant taxation treaty can be shown to apply and under such there are either exemptions or limitations on the level of tax to be withheld.
 
E.
Taxation
 
The following is a summary of material U.S. federal and Australian income tax considerations to U.S. Holders, as defined below, of the acquisition, ownership and disposition of their absolute beneficial ownership of ADSs and ordinary shares.  This discussion is based on the laws in force as of the date of this annual report, and is subject to changes in the relevant income tax law, including changes that could have retroactive effect.  The following summary does not take into account or discuss the tax laws of any country or other taxing jurisdiction other than the United States and Australia.  Holders are advised to consult their tax advisors concerning the overall tax consequences of the acquisition, ownership and disposition of ADSs and ordinary shares in their particular circumstances.  This discussion is not intended, and should not be construed, as legal or professional tax advice.
 
This summary does not address the 3.8% U.S. federal Medicare Tax on net investment income, the effects of U.S. federal estate and gift tax laws, the alternative minimum tax, or any state and local tax considerations within the United States, and is not a comprehensive description of all U.S. federal or Australian income tax considerations that may be relevant to a decision to acquire or dispose of ADSs or ordinary shares.  Furthermore, this summary does not address U.S. federal or Australian income tax considerations relevant to holders subject to taxing jurisdictions other than, or in addition to, the United States and Australia, and does not address all possible categories of holders, some of which may be subject to special tax rules.
 
Material U.S. Federal Income Tax Considerations
 
The following summary, subject to the limitations set forth below, describes the material U.S. federal income tax consequences to a U.S. Holder (as defined below) of the acquisition, ownership and disposition of the ADSs and ordinary shares as of the date hereof.  This summary is limited to U.S. Holders that hold the ADSs or ordinary shares as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended, or the Code.
 
This section does not discuss the tax consequences to any particular holder, nor any tax considerations that may apply to U.S. Holders subject to special tax rules, such as:
 
•
insurance companies;
 
•
banks or other financial institutions;
 
•
individual retirement and other tax-deferred accounts;
 
•
regulated investment companies;
 
•
real estate investment trusts;
 
•
individuals who are former U.S. citizens or former long-term U.S. residents;
 
•
brokers, dealers or traders in securities, commodities or currencies;
 
•
traders that elect to use a mark-to-market method of accounting;
 
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•
persons holding the ADSs or ordinary shares through a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) or S corporation;
 
•
persons that received ADSs or ordinary shares as compensation for the performance of services;
 
•
grantor trusts;
 
•
tax-exempt entities;
 
•
persons that hold ADSs or ordinary shares as a position in a straddle or as part of a hedging, constructive sale, conversion or other integrated transaction for U.S. federal income tax purposes;
 
•
persons that have a functional currency other than the U.S. dollar;
 
•
persons that own (directly, indirectly or constructively) 10% or more of our equity (by vote or value); or
 
•
persons that are not U.S. Holders (as defined below).
 
In this section, a “U.S. Holder” means a beneficial owner of ADSs or ordinary shares that is, for U.S. federal income tax purposes:
 
•
an individual who is a citizen or resident of the United States;
 
•
a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state thereof or the District of Columbia;
 
•
an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
 
•
a trust (i) the administration of which is subject to the primary supervision of a court in the United States and for which one or more U.S. persons have the authority to control all substantial decisions or (ii) that has an election in effect under applicable income tax regulations to be treated as a U.S. person for U.S. federal income tax purposes.
 
In addition, we have not received nor do we expect to seek a ruling from the U.S. Internal Revenue Service, or the IRS, regarding any matter discussed herein.  No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of those set forth below.  Each prospective investor should consult its own tax advisors with respect to the U.S. federal, state and local and non-U.S. tax consequences of acquiring, owning and disposing of the ADSs and ordinary shares.
 
If an entity or arrangement treated as a partnership for U.S. federal income tax purposes acquires, owns or disposes of ADSs or ordinary shares, the U.S. federal income tax treatment of a partner in such partnership generally will depend on the status of the partner and the activities of the partnership.  Such a partner or partnership should consult its own tax advisor as to the U.S. federal income tax consequences of acquiring, owning and disposing of the ADSs or ordinary shares.
 
The discussion below is based upon the provisions of the Code, and the U.S. Treasury regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities may be replaced, revoked or modified, possibly with retroactive effect, so as to result in U.S. federal income tax consequences different from those discussed below.  In addition, this summary is based, in part, upon representations made by the depositary to us and assumes that the deposit agreement, and all other related agreements, will be performed in accordance with their terms.
 
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You are urged to consult your own tax advisor with respect to the U.S. federal, as well as state, local and non-U.S., tax consequences to you of acquiring, owning and disposing of ADSs or ordinary shares in light of your particular circumstances, including the possible effects of changes in U.S. federal and other tax laws.
 
ADSs
 
If you hold ADSs, you generally will be treated for U.S. federal income tax purposes as the owner of the underlying ordinary shares that are represented by such ADSs.  Accordingly, no gain or loss will be recognized for U.S. federal income tax purposes if you exchange ADSs for the underlying shares represented by those ADSs.
 
The U.S. Treasury has expressed concern that parties to whom ADSs are released before shares are delivered to the depositary or intermediaries in the chain of ownership between holders and the issuer of the security underlying the ADSs, may be taking actions that are inconsistent with the claiming of foreign tax credits by U.S. Holders of ADSs.  These actions would also be inconsistent with the claiming of the reduced rate of tax, described below, applicable to dividends received by certain non-corporate U.S. Holders.  Accordingly, the creditability of non-U.S. withholding taxes (if any), and the availability of the reduced tax rate for dividends received by certain non-corporate U.S. Holders, each described below, could be affected by actions taken by such parties or intermediaries.  For purposes of the discussion below, we assume that intermediaries in the chain of ownership between the holder of an ADS and us are acting consistently with the claim of U.S. foreign tax credits by U.S. Holders.
 
Certain Tax Consequences If We Are a PFIC
 
The rules governing PFICs can result in adverse tax consequences to U.S. Holders.  We generally will be classified as a PFIC for any taxable year if (i) at least 75% of our gross income for the taxable year consists of certain types of passive income or (ii) at least 50% of our gross assets during the taxable year, based on a quarterly average and generally determined by value, produce or are held for the production of passive income.  Passive income for this purpose generally includes, among other things, dividends, interest, rents, royalties, gains from commodities and securities transactions and gains from the disposition of assets that produce or are held for the production of passive income.  In determining whether a foreign corporation is a PFIC, a pro-rata portion of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest (by value) is taken into account.  Under this rule, we should be deemed to own the assets and to receive the income of our wholly-owned subsidiaries for purposes of the PFIC determination.  If we are classified as a PFIC in any taxable year with respect to which you own ADSs or ordinary shares, we generally will continue to be treated as a PFIC with respect to you in all succeeding taxable years, regardless of whether we continue to meet the tests described above, unless we cease to be a PFIC and you make the “deemed sale election” described below.
 
Because we did not have active business income in the taxable year ended June 30, 2023, we believe we were a PFIC in tax year 2023, and, because we do not expect to begin active business operations in the current taxable year ending June 30, 2024, we expect to be a PFIC in tax year 2024. The determination of our PFIC status for any taxable year, however, will not be determinable until after the end of the taxable year, and will depend on, among other things, the composition of our income and assets (which could change significantly during the course of a taxable year) and the market value of our assets for such taxable year, which may be, in part, based on the market price of the ADSs or ordinary shares (which may be especially volatile). The PFIC determination will depend, in part, on whether we are able to generate gross income from mining operations. If we are able to generate sufficient income from such operations more quickly than is currently anticipated, we may not be a PFIC for the taxable year ending June 30, 2024. Our ability to generate such income, however, depends on a number of factors, which cannot be predicted with any certainty. Moreover, the PFIC rules are complex and in some cases their application can be uncertain. In light of the foregoing, and because we must make a separate determination after the close of each taxable year as to whether we were a PFIC for that year, our PFIC status is subject to substantial uncertainty. Accordingly, we cannot assure you that we will not be a PFIC for our current or any future taxable year. You should consult your own tax advisor regarding our PFIC status.
 
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U.S. Federal Income Tax Treatment of a Shareholder of a PFIC
 
If we are a PFIC for any taxable year during which you hold ADSs or ordinary shares, absent certain elections (including the mark-to-market election or qualified electing fund election described below), you generally will be subject to adverse rules (regardless of whether we continue to be classified as a PFIC) with respect to (1) any “excess distribution” (generally, any distributions you receive on the ADSs or ordinary shares in a taxable year that are greater than 125% of the average annual distributions you receive in the three preceding taxable years or, if shorter, your holding period) and (2) any gain recognized from a sale or other disposition (including a pledge) of such ADSs or ordinary shares.  Under these special tax rules:
 
•
the excess distribution or gain will be allocated ratably over your holding period for the ADSs or ordinary shares;
 
•
the amount allocated to the current taxable year and any taxable year prior to the first taxable year in which we were classified as a PFIC in your holding period will be treated as ordinary income arising in the current taxable year (and would not be subject to the interest charge discussed below); and
 
•
the amount allocated to each other taxable year during your holding period in which we were classified as a PFIC (i) will be subject to income tax at the highest rate in effect for that year and applicable to you and (ii) will be subject to an interest charge generally applicable to underpayments of tax with respect to the resulting tax attributable to each such year.
 
In addition, if you are a non-corporate U.S. Holder, you will not be eligible for reduced rates of taxation on any dividends that we pay if we are a PFIC for either the taxable year in which the dividend is paid or the preceding year.
 
If we are a PFIC, the tax liability for amounts allocated to years prior to the year of disposition or excess distribution cannot be offset by any net operating losses, and gains (but not losses) recognized on the transfer of the ADSs or ordinary shares cannot be treated as capital gains, even if the ADSs or ordinary shares are held as capital assets.  Furthermore, unless otherwise provided by the U.S. Treasury Department, if we are a PFIC, you will be required to file an annual report (currently Form 8621) describing your interest in us, making an election on how to report PFIC income, and providing other information about your share of our income.
 
If we are a PFIC for any taxable year during which any of our non-U.S. subsidiaries is also a PFIC, during such year you would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules to such subsidiary.  You should consult your tax advisor regarding the tax consequences if the PFIC rules apply to any of our subsidiaries.
 
If we are classified as a PFIC and then cease to be so classified, a U.S. Holder may make an election (a “deemed sale election”) to be treated for U.S. federal income tax purposes as having sold such U.S. Holder’s ADSs or ordinary shares on the last day of our taxable year during which we were a PFIC.  A U.S. Holder that makes a deemed sale election would then cease to be treated as owning stock in a PFIC.  However, gain recognized as a result of making the deemed sale election would be subject to the adverse rules described above, and loss would not be recognized.
 
PFIC “Mark-to-market” Election
 
In certain circumstances, a holder of “marketable stock” of a PFIC can avoid certain of the adverse rules described above by making a mark-to-market election with respect to such stock.  For purposes of these rules, “marketable stock” is stock which is “regularly traded” (traded in greater than de minimis quantities on at least 15 days during each calendar quarter) on a “qualified exchange” or other market within the meaning of applicable U.S. Treasury Regulations.  A “qualified exchange” includes a national securities exchange that is registered with the SEC.
 
If you make a mark-to-market election, you must include in gross income, as ordinary income, for each taxable year that we are a PFIC an amount equal to the excess, if any, of the fair market value of the ADSs or ordinary shares that are “marketable stock” at the close of the taxable year over your adjusted tax basis in such ADSs or ordinary shares.  If you make such election, you may also claim a deduction as an ordinary loss in each such year for the excess, if any, of your adjusted tax basis in such ADSs or ordinary shares over their fair market value at the end of the year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election.  The adjusted tax basis of the ADSs or ordinary shares with respect to which the mark-to-market election applies would be adjusted to reflect amounts included in gross income or allowed as a deduction because of such election.  If you make an effective mark-to-market election, any gain you recognize upon the sale or other disposition of the ADSs or ordinary shares in a year that we are a PFIC will be treated as ordinary income and any loss will be treated as ordinary loss, but only to the extent of the net amount previously included in income as a result of the mark-to-market election.
 
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Under current law, the mark-to-market election may be available to U.S. Holders of ADSs if the ADSs remain listed on Nasdaq, which constitutes a qualified exchange, although there can be no assurance that the ADSs will be “regularly traded” for purposes of the mark-to-market election.  It should also be noted that it is intended that only the ADSs and not the ordinary shares will be listed on Nasdaq.  While we would expect the ASX, on which the ordinary shares are listed, to be considered a qualified exchange, no assurance can be given as to whether the ASX is a qualified exchange, or that the ordinary shares would be traded in sufficient frequency to be considered regularly traded for these purposes.  Additionally, because a mark-to-market election cannot be made for equity interests in any lower-tier PFIC that we may own, if you make a mark-to-mark election with respect to us, you may continue to be subject to the PFIC rules with respect to any indirect investments held by us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes.
 
If you make a mark-to-market election, it will be effective for the taxable year for which the election is made and all subsequent taxable years unless the ADSs or ordinary shares are no longer regularly traded on a qualified exchange or the IRS consents to the revocation of the election.  You are urged to consult your tax advisors about the availability of the mark-to-market election, and whether making the election would be advisable in your particular circumstances.
 
PFIC “QEF” election
 
Alternatively, in certain cases, a U.S. Holder can avoid the interest charge and the other adverse PFIC tax consequences described above by obtaining certain information from the PFIC and electing to treat the PFIC as a “qualified electing fund” under Section 1295 of the Code.  However, we do not anticipate that this option will be available to you because we do not intend to provide the information regarding our income that would be necessary to permit you to make this election.
 
You are urged to contact your own tax advisor regarding the determination of whether we are a PFIC and the tax consequences of such status.
 
Certain Tax Consequences If We Are Not a PFIC
 
Distributions
 
If you are a U.S. Holder of the ADSs or ordinary shares in a taxable year in which we are a PFIC (and any subsequent taxable years), then this section generally will not apply to you.  Instead, see “—Certain Tax Consequences If We Are A PFIC.”
 
We do not currently anticipate paying any distributions on the ADSs or ordinary shares in the foreseeable future.  However, to the extent there are any distributions made with respect to the ADSs or ordinary shares in the foreseeable future, and subject to the PFIC rules discussed above, the gross amount of any such distributions (without deduction for any withholding tax) made out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) will generally be taxable to you as ordinary dividend income on the date such distribution is actually or constructively received.  Distributions in excess of our current and accumulated earnings and profits, as so determined, will be treated first as a tax-free return of capital to the extent of your adjusted tax basis in the ADSs or ordinary shares, as applicable, and thereafter, as capital gain.  Notwithstanding the foregoing, we do not intend to maintain calculations of earnings and profits, as determined for U.S. federal income tax purposes.  Consequently, you should expect to treat any distributions paid with respect to the ADSs or ordinary shares as dividend income.  See “—Backup Withholding Tax and Information Reporting Requirements” below.  If you are a corporate U.S. Holder, dividends paid to you generally will not be eligible for the dividends-received deduction generally allowed under the Code.
 
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If you are a non-corporate U.S. Holder, dividends paid to you by a “qualified foreign corporation” may be subject to taxation at a maximum rate of 20% if the dividends are “qualified dividends.” Dividends will be treated as qualified dividends if (a) certain holding period requirements are satisfied, (b) we are eligible for benefits under the Convention between the Government of the United States of America and the Government of Australia for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income, as amended (the “Treaty”) or the ADSs or ordinary shares are readily tradable on an established U.S. securities market, and (c) we were not, in the taxable year prior to the year in which the dividend was paid, and are not, in the taxable year in which the dividend is paid, a PFIC.
 
The Treaty has been approved for purposes of the qualified dividend rules.  IRS guidance indicates that the ADSs (which are listed on Nasdaq) are readily tradeable for purposes of satisfying the conditions required for these reduced tax rates, but there can be no assurance that the ADSs will be considered readily tradeable on an established securities market in subsequent years.  We do not expect that our ordinary shares will be listed on an established securities market in the United States.
 
As discussed above, we believe we were a PFIC in our taxable year ending June 30, 2023 and expect to be a PFIC in our taxable year ending June 30, 2024. Therefore, the reduced rate of taxation available to U.S. Holders of a “qualified foreign corporation” is not expected to be available for such years or any subsequent year in which we are classified as a PFIC. See the discussion above under “—Certain Tax Consequences If We Are a PFIC.” You should consult your tax advisor regarding the availability of the reduced tax rate on any dividends paid with respect to the ADSs or ordinary shares.
 
Distributions paid in Australian dollars, including any Australian taxes withheld, will be included in your gross income in a U.S. dollar amount calculated by reference to the spot exchange rate in effect on the date of actual or constructive receipt, regardless of whether the Australian dollars are converted into U.S. dollars at that time.  If Australian dollars are converted into U.S. dollars on the date of actual or constructive receipt, your tax basis in those Australian dollars generally should be equal to their U.S. dollar value on that date and, as a result, you generally should not be required to recognize any foreign exchange gain or loss.
 
If Australian dollars so received are not converted into U.S. dollars on the date of receipt, you will have a tax basis in the Australian dollars equal to their U.S. dollar value on the date of receipt.  Any gain or loss on a subsequent conversion or other disposition of the Australian dollars generally will be treated as ordinary income or loss to you and generally will be income or loss from sources within the United States for foreign tax credit limitation purposes.
 
Dividends you receive with respect to ADSs or ordinary shares generally will be treated as foreign source income, which may be relevant in calculating your foreign tax credit limitation.  The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income.  For these purposes, dividends generally will be categorized as “passive” income.  A foreign tax credit for foreign taxes imposed on distributions may be denied if you do not satisfy certain minimum holding period requirements or if you engage in certain risk reduction transactions.  Subject to certain limitations, you generally will be entitled, at your option, to claim either a credit against your U.S. federal income tax liability or a deduction in computing your U.S. federal taxable income in respect of any Australian taxes withheld.  If you elect to claim a deduction, rather than a foreign tax credit, for Australian taxes withheld for a particular taxable year, the election will apply to all foreign taxes paid or accrued by you or on your behalf in the particular taxable year.
 
The availability of the foreign tax credit and the application of the limitations on its availability are fact-specific and are subject to complex rules.  You are urged to consult your own tax advisor as to the consequences of Australian withholding taxes and the availability of a foreign tax credit or deduction.  See “—Certain Australian Income Tax Considerations—Taxation of Dividends.” You should also consult your tax advisor regarding the application of the foreign tax credit rules to the QEF and mark-to-market regimes described above in the event we are a PFIC (as we believe to be the case with respect to taxable years 2023 and 2024).
 
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Sale, Exchange or Other Disposition of ADSs or Ordinary Shares
 
If you are a U.S. Holder of the ADSs or ordinary shares in a taxable year in which we are a PFIC (and any subsequent taxable years), then this section generally will not apply to you—instead, see the discussion above under “—Certain Tax Consequences If We Are A PFIC.”
 
Subject to the PFIC rules discussed above, you generally will, for U.S. federal income tax purposes, recognize capital gain or loss on a sale, exchange or other disposition of ADSs or ordinary shares equal to the difference between the amount realized on the disposition (determined in the case of sales or exchanges in currencies other than U.S. dollars by reference to the spot exchange rate in effect on the date of the sale or exchange or, if sold or exchanged on an established securities market and you are a cash basis taxpayer or an electing accrual basis taxpayer, the spot exchange rate in effect on the settlement date) and your adjusted tax basis (as determined in U.S. dollars) in the ADSs or ordinary shares.  Your initial tax basis will be your U.S. dollar purchase price for such ADSs or ordinary shares.
 
Assuming we are not a PFIC and have not been treated as a PFIC during your holding period for the ADSs or ordinary shares, this recognized gain or loss will generally be long-term capital gain or loss if you have held the ADSs or ordinary shares for more than one year.  Generally, if you are a non-corporate U.S. Holder, long-term capital gains are subject to U.S. federal income tax at preferential rates.  For foreign tax credit limitation purposes, gain or loss recognized upon a disposition generally will be treated as from sources within the United States.  However, in limited circumstances, the Treaty can re-source U.S. source income as Australian source income.  The deductibility of capital losses is subject to limitations for U.S. federal income tax purposes.
 
You should consult your own tax advisor regarding the availability of a foreign tax credit or deduction in respect of any Australian tax imposed on a sale or other disposition of ADSs or ordinary shares.  See “Certain Australian Income Tax Considerations—Tax on Sales or other Dispositions of Shares.”
 
Backup Withholding Tax and Information Reporting Requirements
 
Payments of dividends with respect to the ADSs or ordinary shares and proceeds from the sale, exchange or other disposition of the ADSs or ordinary shares, by a U.S. paying agent or other U.S. intermediary, or made into the United States, will be reported to the IRS and to you as may be required under applicable Treasury regulations.  Backup withholding may apply to these payments if you fail to provide an accurate taxpayer identification number or certification of exempt status or otherwise fail to comply with applicable certification requirements.  Certain U.S. Holders are not subject to backup withholding and information reporting.  Backup withholding is not an additional tax.  Any amounts withheld under the backup withholding rules from a payment to you will be refunded (or credited against your U.S. federal income tax liability, if any), provided the required information is timely furnished to the IRS.  Prospective investors should consult their own tax advisors as to their qualification for exemption from backup withholding and the procedure for establishing an exemption.
 
Certain individual U.S. Holders (and under Treasury regulations, certain entities) may be required to report to the IRS (on Form 8938) information with respect to their investment in the ADSs or ordinary shares not held through an account with a U.S. financial institution.  If you acquire any of the ADSs or ordinary shares for cash, you may be required to file an IRS Form 926 with the IRS and to supply certain additional information to the IRS if (i) immediately after the transfer, you own directly or indirectly (or by attribution) at least 10% of our total voting power or value or (ii) the amount of cash transferred to us in exchange for the ADSs or ordinary shares when aggregated with all related transfers under applicable regulations exceeds an applicable dollar threshold.  You are urged to consult with your own tax advisor regarding the reporting obligations that may arise from the acquisition, ownership or disposition of the ADSs or ordinary shares.
 
The discussion above is not intended to constitute a complete analysis of all tax considerations applicable to an investment in ADSs or ordinary shares.  You should consult with your own tax advisor concerning the tax consequences to you in your particular situation.
 
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Certain Australian Income Tax Considerations
 
In this section, we discuss the material Australian income tax, stamp duty and goods and services tax considerations related to the acquisition, ownership and disposal by the absolute beneficial owners of the ordinary shares or ADSs.
 
It is based upon existing Australian tax law as of the date of this annual report, which is subject to change, possibly retrospectively.  This discussion does not address all aspects of Australian tax law which may be important to particular investors in light of their individual investment circumstances, such as shares held by investors subject to special tax rules (for example, financial institutions, insurance companies, tax exempt organizations or funds managers).  In addition, this summary does not discuss any foreign or state tax considerations, other than stamp duty.
 
Prospective investors are urged to consult their tax advisors regarding the Australian and foreign income and other tax considerations of the acquisition, ownership and disposition of the shares.  As used in this summary a “Non-Australian Shareholder” is a holder that is not an Australian tax resident and is not carrying on business in Australia through a permanent establishment.
 
Nature of ADSs for Australian Taxation Purposes
 
A U.S. holder of ADSs will be treated for Australian taxation purposes as being “absolutely entitled” to the underlying ordinary shares in the Company in accordance with Taxation Ruling TR 2004/D25.  Consequently, the underlying ordinary shares will be regarded as owned by the ADS holder for Australian income tax and capital gains tax purposes.  Dividends paid on the underlying ordinary shares will also be treated as dividends paid to the ADS holder, as the person beneficially entitled to those dividends.  Therefore, in the following analysis we discuss the tax consequences to Non-Australian Shareholders of holding ordinary shares for Australian taxation purposes.  We note that the holder of an ADS will be treated for Australian tax purposes as the owner of the underlying ordinary shares that are represented by such ADSs.
 
Taxation of Dividends
 
Australia operates a dividend imputation system under which dividends may be declared to be “franked” to the extent of tax paid on company profits.  Fully franked dividends are not subject to dividend withholding tax.  An exemption for dividend withholding tax can also apply to unfranked dividends that are declared to be conduit foreign income, or CFI, and paid to Non-Australian Shareholders.
 
Dividend withholding tax on unfranked dividends that are not declared to be CFI will be imposed at 30%, unless a shareholder is a resident of a country with which Australia has a double taxation agreement and qualifies for the benefits of the treaty.  Under the provisions of the current Double Taxation Convention between Australia and the United States, the Australian tax withheld on unfranked dividends that are not declared to be CFI and are paid by the Company to a resident of the United States which is beneficially entitled to that dividend is limited to 15% where that resident is a qualified person for the purposes of the Double Taxation Convention between Australia and the United States, and provided the shares are not effectively connected with a permanent establishment or a fixed base of the resident of the United States in Australia through which the resident of the United States carries on business in Australia or provides independent personal services.
 
The Australian tax withheld on dividends paid by the Company is limited to 5% where the dividends are paid by the Company to a beneficial owner that is a non-Australian Shareholder which is a company, is a qualified person for the purposes of the Double Taxation Convention between Australia and the United States and which owns a 10% or greater interest in the voting power of the Company.  In limited circumstances the rate of withholding can be reduced to zero.
 
Tax on Sales or other Dispositions of Shares—Capital gains tax
 
Non-Australian Shareholders who hold their shares on capital account will not be subject to Australian capital gains tax on the gain made on a sale or other disposal of ordinary shares, unless (1) they, together with associates, hold 10% or more of the Company’s issued capital, at the time of disposal or for 12 months of the last 2 years prior to disposal and (2) more than 50% of the market values of the Company’s assets are attributable to Australian real property assets (discussed below).
 
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Non-Australian Shareholders who own an associate inclusive interest (directly or indirectly) of 10% or more in the underlying ordinary shares in the Company would be subject to Australian capital gains tax where more than 50% of the Company’s direct or indirect assets, determined by reference to market value, consists of Australian land, leasehold interests or Australian mining, quarrying or prospecting rights.  The Double Taxation Convention between the United States and Australia is unlikely to limit Australia’s right to tax any gain in these circumstances.  Net capital gains are calculated after reduction for capital losses, which may only be offset against capital gains.  The net capital gain is included in the Non-Australian Shareholder’s income.
 
A 12.5% non-final withholding obligation applies to when a non-resident disposes of certain taxable Australian property (which can include a non-portfolio interest (an interest of 10% or more) in a company whose underlying value is principally derived from Australian real property).
 
Tax on Sales or other Dispositions of Shares—Shareholders Holding Shares on Revenue Account or as Trading Stock
 
Some Non-Australian Shareholders may hold shares on revenue account or as trading stock rather than on capital account for example, share traders.  These shareholders may have the gains made on the sale or other disposal of the shares included in their assessable income under the ordinary income taxing provisions of the income tax law, if the gains are sourced in Australia (subject to the application of the Double Taxation Convention between the United States and Australia as outlined below)
 
Non-Australian Shareholders assessable under these ordinary income provisions in respect of gains made on shares held on revenue account or as trading stock would be assessed for such gains at the Australian tax rates for non-Australian residents, which start at a marginal rate of 32.5% for non-Australian resident individuals.  Where the Non-Australian Shareholder is entitled to the benefit of the Double Taxation Convention between the United States and Australia, any Australian-sourced gains on disposal of the shares will only be subject to tax in Australia where the Company’s assets consist wholly or principally of real property situated in Australia, or where the shares are attributable to a PE of the non-resident in Australia.  Non-Australian Shareholders that are companies will be assessed at a rate of 30%.
 
To the extent an amount would be included in a Non-Australian Shareholder’s assessable income under both the capital gains tax provisions and the ordinary income provisions, the capital gain amount would generally be reduced, so that the shareholder would not be subject to tax twice in Australia on any part of the income gain or capital gain.
 
Dual Residency
 
If a shareholder is a resident of both Australia and the United States under those countries’ domestic taxation laws, that shareholder may be subject to tax as both an Australian resident and a US resident.  Shareholders should obtain specialist taxation advice in these circumstances.
 
Stamp Duty
 
No Australian stamp duty is payable by Australian residents or non-Australian residents on the issue and trading of our shares because:
 
•
the Company is not (directly or indirectly) a ‘landholder’ for the purposes of the duties legislations in each Australian State and Territory; and
 
•
all of our issued shares remain quoted on the ASX at all times, and no shareholder acquires or commences to hold (on an associate inclusive basis) 90% or more of all of our issued shares.
 
No Australian stamp duty is payable on the issue and trading of ADSs, for the same reasons.
 
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Australian Death Duty
 
Australia does not have estate or death duties.  As a general rule, no capital gains tax liability is realized upon the inheritance of a deceased person’s shares.  The disposal of inherited shares by beneficiaries may, however, give rise to a capital gains tax liability if the gain falls within the scope of Australia’s jurisdiction to tax.
 
Goods and Services Tax
 
The issue or transfer of shares to a non-Australian resident investor will not incur Australian goods and services tax.
 
F.
Dividends and Paying Agents
 
Not applicable.
 
G.
Statement by Experts
 
Not applicable.
 
H.
Documents on Display
 
We are subject to the information reporting requirements of the Exchange Act applicable to foreign private issuers and under those requirements file reports with the SEC.  You may read and copy the annual report on Form 20-F, including the related exhibits and schedules, and any document we file with the SEC without charge at the SEC’s public reference room at 100 F Street, N.E., Room 1580, Washington, DC 20549.  You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Room 1580, Washington, DC 20549.  Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.  The SEC also maintains an Internet website that contains reports and other information regarding issuers that file electronically with the SEC.  Our filings with the SEC will also available to the public through the SEC’s website at www.sec.gov.
 
As a foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.  In addition, we are not required under the Exchange Act to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as U.S. domestic companies whose securities are registered under the Exchange Act.  However, we will file with the SEC, within 120 days after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm, and may submit to the SEC, on a Form 6-K, unaudited quarterly financial information.
 
In addition, since our ordinary shares are traded on the ASX, we have filed annual and semi-annual reports with, and furnish information to, the ASX, as required under the ASX Listing Rules and the Corporations Act.  Copies of our filings with the ASX can be retrieved electronically at www.asx.com.au under our symbol “INR”.  We also maintain a web site at ioneer.com.  The information contained on our website or available through our website is not incorporated by reference into and should not be considered a part of this annual report on Form 20-F, and the reference to our website in this annual report on Form 20-F is an inactive textual reference only.
 
I.
Subsidiary Information.
 
Not applicable.
 
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J.
Annual Report to Security Holders.
 
If we are required to provide an annual report to security holders in response to the requirements of Form 6-K, we intend to submit such annual report to security holders in electronic format in accordance with the EDGAR Filer Manual.
 
ITEM 11.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Interest Rate Risk
 
Our exposure to the risk of changes in market interest rates relates primarily to the cash and short-term deposits with a floating interest rate. These financial assets with variable rates expose us to cash flow interest rate risk. All other financial assets and liabilities, in the form of receivables and payables are non-interest bearing. At June 30, 2023, 2022 and 2021, we had US$52.7 million, US$94.2 million, and US$62.5 million, respectively, of cash and short-term deposits. We currently do not engage in any hedging or derivative transactions to manage interest rate risk.
 
Foreign Currency Risk
 
We currently do not enter into hedging or derivative transactions to manage foreign currency risk as our exposure to foreign currency risk is not material.
 
Commodity Price Risk
 
Although we are currently engaged in exploration and development activities, we are exposed to commodity price risk because commodity prices affect the economic feasibility of mining on our properties and the value of such properties.  These commodity prices can be volatile and are influenced by factors beyond our control.  We currently do not enter into hedging or derivative transactions to manage commodity price risk.
 
ITEM 12.
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
 
A.
Debt Securities.
 
Not applicable.
 
B.
Warrants and rights.
 
Not applicable.
 
C.
Other Securities.
 
Not applicable.
 
D.
American Depositary Shares
 
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Fees and Expenses
 
Persons depositing or withdrawing ordinary shares or ADS holders must pay the depositary:
  
For:
     
US$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
  
•         Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property
•         Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
     
US$0.05 (or less) per ADS
  
•         Any cash distribution to ADS holders
     
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs
  
•         Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders
     
US$0.05 (or less) per ADS per calendar year
  
•         Depositary services
     
Registration or transfer fees
Expenses of the depositary
  
•         Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares
•         Cable (including SWIFT) and facsimile transmissions (when expressly provided in the deposit agreement)
•         Converting foreign currency to U.S. dollars
     
Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes
  
•         As necessary
     
Any charges incurred by the depositary or its agents for servicing the deposited securities
  
•         As necessary

The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them.  The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees.  The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them.  The depositary may collect any of its fees by deduction from any cash distribution payable (or by selling a portion of securities or other property distributable) to ADS holders that are obligated to pay those fees.  The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.
 
From time to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment and maintenance of the ADS program, waive fees and expenses for services provided to us by the depositary or share revenue from the fees collected from ADS holders.  In performing its duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency dealers or other service providers that are owned by or affiliated with the depositary and that may earn or share fees, spreads or commissions.
 
The depositary may convert currency itself or through any of its affiliates, or the custodian or we may convert currency and pay U.S. dollars to the depositary.  Where the depositary converts currency itself or through any of its affiliates, the depositary acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own account.  The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the depositary or its affiliate receives when buying or selling foreign currency for its own account.  The depositary makes no representation that the exchange rate used or obtained by it or its affiliate in any currency conversion under the deposit agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS holders, subject to the depositary’s obligation to act without negligence or bad faith.  The methodology used to determine exchange rates used in currency conversions made by the depositary is available upon request.  Where the custodian converts currency, the custodian has no obligation to obtain the most favorable rate that could be obtained at the time or to ensure that the method by which that rate will be determined will be the most favorable to ADS holders, and the depositary makes no representation that the rate is the most favorable rate and will not be liable for any direct or indirect losses associated with the rate.  In certain instances, the depositary may receive dividends or other distributions from us in U.S. dollars that represent the proceeds of a conversion of foreign currency or translation from foreign currency at a rate that was obtained or determined by us and, in such cases, the depositary will not engage in, or be responsible for, any foreign currency transactions and neither it nor we make any representation that the rate obtained or determined by us is the most favorable rate and neither it nor we will be liable for any direct or indirect losses associated with the rate.
 
85
PART II.
 
ITEM 13.
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
 
None.
 
ITEM 14.
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
 
None.
 
ITEM 15.
CONTROLS AND PROCEDURES
 
Disclosure Controls and Procedures
 
Our management, with the participation of our chief executive officer and our chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2023. “Disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.  Based on the evaluation of our disclosure controls and procedures, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2023.  Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
 
Management’s Report on Internal Control over Financial Reporting
 
Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS as issued by the IASB. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS as issued by the IASB, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
86
Our Chief Executive Officer and Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of the end of the period covered by this Annual Report based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of our internal control over financial reporting. Based on that assessment, our Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2023, our internal control over financial reporting was effective.
 
Attestation Report of the Registered Public Accounting Firm
 
This annual report does not include an attestation report of our company’s Registered Public Accounting firm, because we qualify as an “emerging growth company” under section 3(a) of the Securities Exchange Act of 1934, as amended, and we are exempted from such attestation requirement.
 
Changes in Internal Control over Financial Reporting
 
During fiscal 2023, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
ITEM 16.
[RESERVED]
 
ITEM 16A.
AUDIT COMMITTEE FINANCIAL EXPERT
 
Our board of directors has determined that Mr. Gardiner is an audit committee financial expert and is independent under the listing standards of Nasdaq for audit committee members and the heightened independence requirement for audit committee members required by Rule 10A-3 under the Exchange Act.
 
ITEM 16B.
CODE OF ETHICS
 
We have adopted a code of conduct that applies to our executive officers, including our chief executive officer, chief financial officer, or persons performing similar functions.  The code of conduct is publicly available under the “Corporate Governance” section of our website at www.ioneer.com/about/corporate-governance.  Written copies are available upon request.  If we make any substantive amendment to the code of conduct or grant any waivers, including any implicit waiver, from a provision of the codes of conduct, we will disclose the nature of such amendment or waiver on our website.
 
ITEM 16C.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
The following table sets forth, for each of the years indicated, the fees billed by Ernst & Young, which has served as our independent registered public accounting firm for the last two completed fiscal years.
 
Services Rendered
Fiscal 2022
Fiscal 2023
Audit Fees
US$114,053
US$148,363
Audit Related Fees
US$133,588
US$17,811
Tax Fees
US$-
US$-
All Other Fees
US$4,905
US$561
Total
US$252,546
US$166,735
 
Pre-Approval Policies and Procedures
 
Our Audit and Risk Committee has adopted policies and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm.  Pre-approval of an audit or non-audit service may be given as a general pre-approval, as part of the Audit and Risk Committee’s approval of the scope of the engagement of our independent registered public accounting firm, or on an individual basis.  Any proposed services exceeding general pre-approved levels also requires specific pre-approval by our audit committee.  All of the fees described above were pre-approved by our board of directors prior to our listing on Nasdaq and by the Audit and Risk Committee after our listing on Nasdaq.
 
87
ITEM 16D.
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
 
In connection with our initial listing on Nasdaq and registration under the Exchange Act, we did not elect to use the exemption from audit committee standards set forth in Rule 10A-3(b)(1)(iv).
 
ITEM 16E.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
 
Neither we, nor any affiliated purchaser of us, purchased any of our securities during the year ended June 30, 2023.
 
ITEM 16F.
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
 
None.
 
ITEM 16G.
CORPORATE GOVERNANCE
 
Corporate Governance Differences
 
Nasdaq allows a foreign private issuer, such as ioneer, to follow its home country practices in lieu of certain of Nasdaq’s corporate governance standards.  We rely on exemptions from certain corporate governance standards and instead follow laws, rules, regulations or generally accepted business practices in Australia.  In particular, we follow home country law instead of Nasdaq practice regarding:
 
•
We rely on an exemption from the requirement that our independent directors meet regularly in executive sessions.  The ASX Listing Rules and the Corporations Act do not require the independent directors of an Australian company to have such executive sessions and, accordingly, we have claimed this exemption.
 
•
We rely on an exemption from the quorum requirements applicable to meetings of shareholders under Nasdaq.  Our Constitution provides that five shareholders present shall constitute a quorum for a general meeting.  Nasdaq requires that an issuer provide for a quorum as specified in its bylaws for any meeting of the holders of ordinary shares, which quorum may not be less than 33 1/3% of the outstanding shares of an issuer’s voting ordinary shares.  Accordingly, because applicable Australian law and rules governing quorums at shareholder meetings differ from Nasdaq’s quorum requirements, we have claimed this exemption.
 
•
We rely on an exemption from the requirement that our nomination and remuneration committee be independent as defined by Nasdaq.  We instead maintain the independence of such a committee in compliance with the ASX Corporate Governance Principles and Recommendations.
 
•
We rely on an exemption from the requirement prescribed by Nasdaq that issuers obtain shareholder approval prior to the issuance of securities in connection with certain acquisitions, changes of controls or private placements of securities, or the establishment or amendment of certain stock option, purchase or other compensation plans.  Applicable Australian law and rules differ from Nasdaq requirements, with the ASX Listing Rules providing generally for prior shareholder approval in numerous circumstances, including (i) issuance of equity securities exceeding 15% (or an additional 10% capacity to issue equity securities for the proceeding 12 month period if shareholder approval by special resolution is sought at the Company’s annual general meeting) of our issued share capital in any 12 month period (but, in determining the available issue limit, securities issued under an exception to the rule or with shareholder approval are not counted), (ii) issuance of equity securities to related parties, certain substantial shareholders and their respective associates (as defined in the ASX Listing Rules) and (iii) directors or their associates acquiring securities under an employee incentive plan.  Due to differences between Australian law and rules and Nasdaq shareholder approval requirements, we have claimed this exemption.
 
88
•
We rely on an exemption from the requirement that issuers must maintain a code of conduct in compliance with Nasdaq.  Instead, we maintain a code of conduct consistent with the ASX Corporate Governance Principles and Recommendations.
 
Following our home country governance practices, as opposed to the requirements that would otherwise apply to a United States company listed on Nasdaq, may in certain circumstances provide less protection than is accorded to investors in a U.S. issuer.
 
ITEM 16H.
MINE SAFETY DISCLOSURE
 
Not applicable because we do not currently operate any mines subject to the U.S. Federal Mine Safety and Health Act of 1977.
 
ITEM 16I.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
 
Not applicable.
 
ITEM 16J.
INSIDER TRADING POLICIES
 
Not applicable.

89
PART III.
 
ITEM 17.
FINANCIAL STATEMENTS
 
We have elected to provide financial statements and related information pursuant to Item 18.
 
ITEM 18.
FINANCIAL STATEMENTS
 
ioneer Limited

ANNUAL CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2023, 2022 and 2021

TABLE OF CONTENTS
PAGE
   
F-2
   
FINANCIAL STATEMENTS
  
   
F-3
F-4
F-5
F-6
F-7

90
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Shareholders and the Board of Directors of ioneer Limited

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of ioneer Limited and its subsidiaries (the Company) as of June 30, 2023 and 2022, the related consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for each of the three years in the period ended June 30, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2023, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”).

Change in Accounting Principle
 
As discussed in Note 1 to the consolidated financial statements, the Company has elected to change its presentation currency from Australian dollars to United States dollars from July 1, 2022. Our opinion is not modified with respect to this matter.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
 
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
 
/s/ Ernst & Young

We have served as the Company’s auditor since 2017

Sydney, Australia

October 27, 2023

F-2
Table of Contents

Consolidated statement of profit or loss and other comprehensive income
For the years ended June 30 2023, 2022 and 2021

         
2023
    
2022
    
2021
  
                 Restated     Restated
 
   
Note
    
US$'000
    
US$'000
    
US$'000
  
Exploration expenditure written off
    
2.2
      
(45
)
    
(17
)
    
(34
)
Employee benefits expensed
    
7.1
      
(5,967
)
    
(5,056
)
    
(4,429
)
Other expenses
    
2.3
      
(3,684
)
    
(6,899
)
    
(2,217
)
Loss from operating activities
            
(9,696
)
    
(11,972
)
    
(6,680
)
Finance income
    
2.4
      
3,321
      
3,486
      
218
  
Finance costs
    
2.4
      
(16
)
    
(17
)
    
(7,580
)
Net finance income / (costs)
    
2.4
      
3,305
      
3,469
   
(7,362
)
Loss before tax
            
(6,391
)
    
(8,503
)
    
(14,042
)
Income tax expense
    
3.1
      
-
      
-
      
-
  
Loss for the year
            
(6,391
)
    
(8,503
)
    
(14,042
)
Loss attributable to equity holders of the company
            
(6,391
)
    
(8,503
)
    
(14,042
)
                                 
Items that may be reclassified subsequently to profit and loss
                          
Foreign currency translation difference on foreign operations
            
(2,523
)
    
(9,361
)
    
(1,786
)
Other comprehensive income/(loss) (net of tax)
            
(2,523
)
    
(9,361
)
    
(1,786
)
Total comprehensive profit / (loss) for the year
            
(8,914
)
    
(17,864
)
    
(15,828
)
Total comprehensive income / (loss) attributable to the owners of the company
            
(8,914
)
    
(17,864
)
    
(15,828
)
                                 
             
2023
      
2022
      
2021
  
                   Restated      Restated  
Earnings per share
          
Cents
    
Cents
    
Cents
  
Basic loss per ordinary share
    
2.5
      
(0.30
)
    
(0.42
)
    
(0.80
)
Diluted loss per ordinary share
    
2.5
      
(0.30
)
    
(0.42
)
    
(0.80
)

The consolidated statement of profit and loss and other comprehensive income should be read in conjunction with the accompanying notes.

F-3
Table of Contents
Consolidated statement of financial position
As at June 30 2023, 2022 and 2021

         
2023
     2022    
2021
  
                Restated    
Restated
  
   
Note
    
US$'000
     US$'000    
US$'000
  
Current assets
                        
Cash assets
    
4.1
      
52,709
      
94,177
      
62,475
  
Receivables
    
4.2
      
353
      
141
      
253
  
Total current assets
            
53,062
      
94,318
      
62,728
  
                                 
Non-current assets
                                
Receivables
    
4.2
      
307
      
195
      
200
  
Plant and equipment
    
4.3
      
522
      
-
      
2
  
Right of use asset
    
4.4
      
202
      
245
      
232
  
Exploration and evaluation expenditure
    
4.5
      
152,226
      
118,487
      
85,988
  
Total non-current assets
            
153,257
      
118,927
      
86,422
  
Total assets
            
206,319
      
213,245
      
149,150
  
                                 
Current liabilities
                                
Payables
    
4.6
      
8,340
      
8,794
      
4,969
  
Lease liabilities
    
4.6
      
134
      
168
      
188
  
Provisions
    
4.7
      
368
      
497
      
256
  
Total current liabilities
            
8,842
      
9,459
      
5,413
  
                                 
Non-current liabilities
                                
Lease liabilities - non-current
    
4.6
      
78
      
87
      
59
  
Total Non-current liabilities
            
78
      
87
      
59
  
Total liabilities
            
8,920
      
9,546
      
5,472
  
Net assets
            
197,399
      
203,699
      
143,678
  
                                 
Equity
                                
Contributed equity
    
5.1
      
255,364
      
254,273
      
174,390
  
Reserves
    
5.2
      
(5,438
)
    
(4,438
)
    
6,921
  
Accumulated losses
            
(52,527
)
    
(46,136
)
    
(37,633
)
Total equity
             197,399
      
203,699
      
143,678
  

The consolidated statement of financial position should be read in conjunction with the accompanying notes.

F-4
Table of Contents
Consolidated statement of changes in equity
For the years ended June 30 2023, 2022 and 2021

         
Issued
capital
    
Foreign
currency
translation
reserve
    
Equity compensation reserve
    
Accumulated losses
    
Total equity
  

  Note    
US$'000
    
US$'000
    
US$'000
    
US$'000
    
US$'000
  
                                     
As at July 1 2022 (Restated)
          
254,273
      
(10,193
)
    
5,755
      
(46,136
)
    
203,699
  
Loss for the year ended June 30 2023
          
-
      
-
      
-
      
(6,391
)
    
(6,391
)
Other comprehensive income
                                              
Foreign currency translation differences on foreign operations
          
-
      
(2,523
)
    
-
      
-
      
(2,523
)
Total other comprehensive income
          
-
      
(2,523
)
    
-
      
-
      
(2,523
)
Total comprehensive income for the year
          
-
      
(2,523
)
    
-
      
(6,391
)
    
(8,914
)
Share-based payments
                                              
Share-based payments expensed/capitalised
    
5.2
      
-
      
-
      
2,626
      
-
      
2,626
  
Fair value of performance rights vested
    
5.2
      
1,103
      
-
      
(1,103
)
    
-
      
-
  
Share issue costs
    
5.1
      
(12
)
    
-
      
-
      
-
      
(12
)
As at June 30 2023
            
255,364
      
(12,716
)
    
7,278
      
(52,527
)
    
197,399
  
                                                 
As at July 1 2021 (Restated)
            
174,390
      
(832
)
    
7,753
      
(37,633
)
    
143,678
  
Loss for the year ended June 30 2022
            
-
      
-
      
-
      
(8,503
)
    
(8,503
)
Other comprehensive income
                                                
Foreign currency translation differences on foreign operations
            
-
      
(9,361
)
    
-
      
-
      
(9,361
)
Total other comprehensive income
            
-
      
(9,361
)
    
-
      
-
      
(9,361
)
Total comprehensive income for the year
            
-
      
(9,361
)
    
-
      
(8,503
)
    
(17,864
)
Issue of share capital
                                                
Ordinary shares cash
    
5.1
      
71,793
      
-
      
-
      
-
      
71,793
  
Ordinary shares non-cash
     5.1
      
-
      
-
      
-
      
-
      
-
  
Proceeds from unlisted options exercised
      5.1       5,689       -       -       -       5,689  
Share-based payments
                                                
Share-based payments expensed/capitalised
    
5.2
      
-
      
-
      
2,331
      
-
      
2,331
  
Fair value of unlisted options exercised
    
5.2
      
3,317
      
-
      
(3,317
)
    
-
      
-
  
Fair value of performance rights vested
    
5.2
      
1,012
      
-
      
(1,012
)
    
-
      
-
  
Share issue costs
    
5.1
      
(1,928
)
    
-
      
-
      
-
      
(1,928
)
As at June 30 2022 (Restated)
            
254,273
      
(10,193
)
    
5,755
      
(46,136
)
    
203,699
  
                                                 
As at July 1 2020 (Restated)
            
114,927
      
954
      
6,255
      
(23,591
)
    
98,545
  
Loss for the year ended June 30 2021
            
-
      
-
      
-
      
(14,042
)
    
(14,042
)
Other comprehensive income
                                                
Foreign currency translation differences on foreign operations
            
-
      
(1,786
)
    
-
      
-
      
(1,786
)
Total other comprehensive income
            
-
      
(1,786
)
    
-
      
-
      
(1,786
)
Total comprehensive income for the year
            
-
      
(1,786
)
    
-
      
(14,042
)
    
(15,828
)
Issue of share capital
                                                
Ordinary shares cash
    
5.1
      
61,472
      
-
      
-
      
-
      
61,472
  
Proceeds from unlisted options exercised
    
5.1
      
272
      
-
      
-
      
-
      
272
  
Share-based payments
                                                
Share-based payments expensed/capitalised
    
5.2
      
-
      
-
      
1,917
      
-
      
1,917
  
Fair value of performance rights vested
    
5.2
      
419
      
-
      
(419
)
    
-
      
-
  
Share issue costs
    
5.1
      
(2,700
)
    
-
      
-
      
-
      
(2,700
)
As at June 30 2021 (Restated)
            
174,390
      
(832
)
    
7,753
      
(37,633
)
    
143,678
  

The consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

F-5
Table of Contents
Consolidated statement of cashflows
For the years ended June 30 2023, 2022 and 2021

         
2023
    
2022
    
2021
  
                Restated     Restated  

  Note    
US$'000
    
US$'000
    
US$'000
  
Cash flows from operating activities
                        
Payment to suppliers and employees
          
(8,069
)
    
(9,345
)
    
(4,848
)
Net cash flows used in operating activities (inclusive of GST)
    
4.1
      
(8,069
)
    
(9,345
)
    
(4,848
)
                                 
Cash flows from investing activities
                                
Expenditure on mining exploration and evaluation
            
(33,333
)
    
(28,436
)
    
(17,694
)
Purchase of equipment
    
4.3
      
(601
)
    
-
      
(5
)
Interest received
            
1,462
      
49
      
29
  
Net cash flows used in investing activities
            
(32,472
)
    
(28,387
)
    
(17,670
)
                                 
Cash flows from financing activities
                                
Proceeds from the issue of shares
    
5.1
      
-
      
71,793
      
61,472
  
Proceeds from exercise of options
    5.1
      -       5,689       -  
Equity raising expenses
    
5.1
      
(12
)
    
(1,928
)
    
(2,700
)
Payments of lease liability
            
(213
)
    
(162
)
    
(79
)
Net cash flows received / (used in) financing activities
            
(225
)
    
75,392
      
58,693
  
Net increase / (decrease) in cash held
            
(40,766
)
    
37,660
      
36,175
  
                                 
Cash at the beginning of the financial year
            
94,177
      
62,475
      
26,264
  
Effect of exchange rate fluctuations on balances of cash held in USD
            
(702
)
    
(5,958
)
    
36
  
Closing cash carried forward
    
4.1
      
52,709
      
94,177
      
62,475
  

The consolidated statement of cash flows should be read in conjunction with the accompanying notes.

F-6
Notes to the Consolidated Financial Statements
For the years ended June 30 2023, 2022 and 2021

Section 1.
Basis of preparation
 
INTRODUCTION - What’s New in this Report

Change in presentation currency

The Group changed its presentation currency from Australian dollars (AUD) to United States dollars (USD) from 1 July 2022.  With the exception of the parent entity, all of the Group’s entities utilise USD as their functional currency and the major asset of the Group is capitalised exploration and evaluation expenditure relating to the Rhyolite Ridge Lithium-Boron Project located in Western Nevada, USA. As a result, the Group has historically experienced volatility in its financial position and performance as a result of volatility in the applicable AUD:USD exchange rate each period. As the Group plans to raise debt funding denominated in USD and aims to develop and operate the Rhyolite Ridge Project, which would earn revenues and incur expenses almost entirely in USD, the volatility in the consolidated position and performance could significantly worsen due to movements in the AUD:USD foreign exchange rate in the future. In order to reduce this presentation currency translation volatility and provide more comparative financial reporting against US based peer companies, the Board determined with effect from 1 July 2022, that Ioneer will present its consolidated results in US dollars.

The change in presentation currency is accounted for retrospectively under IASB 108 Accounting Policies, Changes in Accounting Estimates and Errors (“IASB 108”).  The comparative balances in the consolidated statement of financial position have been presented showing the impact of the change in presentation currency on the 30 June 2022 and 30 June 2021 respectively and the consolidated statement of profit and loss and other comprehensive income has been presented showing the impact of the change in presentation currency for the years ending on 30 June 2022 and 30 June 2021.

Accordingly, to satisfy the requirement of IASB 21 The Effects of Changes in Foreign Exchange Rates, the reported results have been translated from AUD to USD using the following procedures:


 •
Assets and liabilities denominated in non-USD currencies were translated into USD at the closing rates of exchange on the relevant balance sheet date;

•
Income and expenses whose functional currency was other than USD were translated into USD at the relevant proxy of daily rates of exchange;

•
Share capital was translated at the historic rates prevailing on the date of each transaction;

•
Movements in other reserves were translated into USD at the relevant average rates of exchange; and,

•
Any exchange differences arising from the above procedures are recorded in other comprehensive income.

1.1.
Reporting entity
 
The financial report of ioneer Ltd for the year ended 30 June 2023 was authorised for issue in accordance with a resolution of the Directors on September 20, 2023.

ioneer Ltd is a for profit company limited by shares and incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange under the ticker code “INR” and on Nasdaq under ticker code “IONR”.  The registered office of the Company is suite 16.01, 213 Miller Street, North Sydney, NSW 2060 Australia.

The Company is principally engaged in the development of the Rhyolite Ridge lithium-boron deposit in the state of Nevada, United States of America.  Further information about the nature of the Group’s operations and activities is provided in the directors’ report.  Information on the group structure is set out in Section 8 of this report and information on other related party disclosures of the Group is provided in Section 9.
 
1.2.
Basis of preparation
 

 •
These financial statements comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board ('IASB'), including new or amended accounting standards effective for reporting periods beginning July 1 2022.

•
Unless otherwise stated, the accounting policies disclosed have been consistently applied.

•
The financial report has been prepared on a historical cost basis.

•
The financial statements have been presented in US dollars which is the Groups presentation currency.

•
The financial statements have been prepared on the going concern basis which assumes the company and consolidated entity will have sufficient cash to pay its debts as and when they become payable for a period of at least 12 months from the date the financial report was authorised for issue.

1.3.
New and amended accounting standards and interpretations

The Group has adopted all the new or amended Accounting Standards and Interpretations issued by the International Accounting Standards Board (“IASB”) that are mandatory for the current reporting period.

Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the Group.

The following standards and interpretations that have recently been issued but are not yet mandatory, have not been early adopted by the Group for the annual reporting period ended 30 June 2023.  The Group’s assessment of the impact of these new or amended Accounting Standards and Interpretations, which are most relevant to the Group are set out below:

Classification of Liabilities as Current or
Non-current (IAS 1)
A liability is classified as current if the entity has no right at the end of the reporting period to defer settlement for at least 12 months after the reporting period.  The IASB issued amendments to IAS 1 Presentation of Financial Statements to clarify the requirements for classifying liabilities as current or non-current. Specifically:
•      The amendments specify that the conditions which exist at the end of the reporting period are those which will be used to determine if a right to defer settlement of a liability exists.
•      Management intention or expectation does not affect classification of liabilities.
•      In cases where an instrument with a conversion option is classified as a liability, the transfer of equity instruments would constitute settlement of the liability for the purpose of classifying it as current or non-current.
These amendments had no material impact on the financial statements.
Amendments to IAS 8 – Disclosure of
Accounting Estimates
The definition of a change in accounting estimates is replaced with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”. Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves measurement uncertainty. These amendments had no material impact on the financial statements.
Amendments to IAS 12 - Deferred Tax related to Assets and Liabilities arising from a Single Transaction The initial recognition exemption has been narrowed such that it no longer applies to transactions that, on initial recognition, give rise to equal amounts of taxable and deductible temporary differences. These amendments had no material impact on the financial statements.

F-7
Table of Contents
 
Notes to the Consolidated Financial Statements
For the years ended June 30 2023, 2022 and 2021
1.4.
Basis of consolidation
 
Controlled entities
 
Controlled entities are entities controlled by the Company.  Control exists when the Company has the power, directly or indirectly to govern the financial and operating policies of an entity so as to obtain benefits from its operations.  The financial statements of controlled entities are included in the consolidated financial statements from the date control commences until the date that control ceases.  With the exception of the wind up of three Canadian entities during the financial year there has been no change in the control of any subsidiaries during the financial period.  All subsidiaries are 100% owned by the Company (2022: 100%).

Transactions eliminated on consolidation
 
All inter-company balances and transactions, including unrealized profits arising from intra-group transactions, have been eliminated in full.
 
Accounting policies
 
The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.

1.5
Current versus non-current classification
 
The Group presents assets and liabilities in the statement of financial position based on current/non-current classification.  An asset is current when it is:
-
Expected to be realised or intended to be sold or consumed in the normal operating cycle
-
Held primarily for the purpose of trading
-
Expected to be realised within twelve months after the reporting period

Or
-
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period
 
All other assets are classified as non-current.
 
A liability is current when:
-
It is expected to be settled in the normal operating cycle
-
It is held primarily for the purpose of trading
-
It is due to be settled within twelve months after reporting period

Or
-
There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period

The terms of the liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

The Group classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

1.6.
Critical accounting estimates and judgements
 
The preparation of these financial statements in conformity with International Financial Reporting Standards has required management to make judgements, estimates and assumptions which impact the application of policies and reported amounts of assets and liabilities, income and expenses.  These estimates and associated assumptions are based on historical knowledge and various other factors that are believed to be reasonable in the circumstance.  Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed regularly and revisions to accounting estimates are reviewed in the period in which the estimate is revised. The most significant estimates and assumptions which have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year relate to:

Reserve estimates
Reserves are estimates of the amount of product that can be economically and legally extracted, processed and sold from the Groups properties under current and foreseeable economic conditions.  The group determines and reports reserves under the standards incorporated in the Australian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves, 2012 edition (the JORC code).  The SEC generally requires disclosure of mining reserves in accordance with Regulation S-K, Subpart 1300.

The determination of ore reserves includes estimates and assumptions about a range of geological, technical and economic factors including quantities, grades, production techniques, recovery rates, commodity prices and exchange rates.  Change in ore reserve impact the assessment of recoverability of exploration and evaluation assets.

Estimating the quantity and /or grade of reserves requires the size, shape and depth of ore to be determined by analyzing geological data.  This process may require complex and difficult judgements to interpret the data.

Exploration and evaluation assets
The Group’s policy for exploration and evaluation expenditure is set out in note 4.5.  The application of this policy requires certain judgements, estimates and assumptions as to the future events and circumstances, in particular the assessment of whether economic quantities of reserves will be found. Any such estimates and assumptions may change as new information becomes available. If, after capitalization of expenditure under the policy, it is concluded that the capitalized expenditure will not be recovered by future exploitation or sale, then the relevant amount will be written off in the statement of profit or loss.   Changes in assumptions may result in a material adjustment to the carrying amount of exploration and evaluation assets.

Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity investments at the date on which they are granted.  Additional information is set out in note 7.3, Share-based payments.

F-8
Table of Contents
 
Notes to the Consolidated Financial Statements
For the years ended June 30 2023, 2022 and 2021
1.7.
Foreign Currency Transactions and Balances
 
Functional and presentation currency
 
The functional currency of each of the Group’s entities is measured using the currency of the primary economic environment in which that entity operates.

The functional currency of the entities in the Group is predominantly US Dollars, with the exception of ioneer Limited, which has a functional currency of Australian Dollars.

The consolidated financial statements are presented in United States dollars. The Group changed its presentation currency to United States Dollars in FY2023.

Transactions and balances
 
Foreign currency transactions are translated at the foreign exchange rate at the date of the transaction.  Monetary assets and liabilities denominated in a foreign currency at the end of the reporting period are translated at the year-end exchange rate. Exchange differences arising on the translation of monetary items are recognized in the statement of profit or loss.

Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Exchange differences arising on the translation of non-monetary items are recognized directly in other comprehensive income to the extent that the underlying gain or loss is recognized in other comprehensive income; otherwise, the exchange difference is recognized in profit or loss.

Presentation of foreign exchange gains and losses in the statement of profit or loss
 
The Group presents its foreign exchange gains and losses within net financing income /expense in the statement of profit or loss.

Section 2.
Financial performance
 
2.1.
Operating segments
 
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. An operating segment’s operating results are reviewed regularly by the Chief Operating Decision Maker (CODM) to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. The Managing Director is considered to be the CODM and is empowered by the Board to allocate resources and assess the performance of the Group.

Segment results that are reported to the CODM include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

Description of segments
 
The Company operates predominantly as a mineral exploration and development company.  The operating segments are based on the reports reviewed by the Managing Director for assessing performance and determining the allocation of resources and strategic decision making within the Group.

North America
Represents activity in the US, primarily in relation to Rhyolite Ridge and the Reno office.
Australia
Represents head office expenditure, including ASX listing costs, employee benefits, exchange gains and losses and corporate assets (predominantly cash).

F-9
Table of Contents
 
Notes to the Consolidated Financial Statements
For the years ended June 30 2023, 2022 and 2021
Segment information provided to the CODM:

Segment information   North America     Australia
    Total  
   
2023
     2022
    
2021
     2023
    
2022
    
2021
     2023
    
2022
    
2021
  
   

$’000
    

$’000
    

$’000
    

$’000
    

$’000
    

$’000
    

$’000
    

$’000
    

$’000
  
                                                                         
Exploration expenditure - non core
    
(45
)
    
(17
)
    
(34
)
    
-
      
-
      
-
      
(45
)
    
(17
)
    
(34
)
Other income / (expenses)
    
(1,356
)
    
(2,870
)
    
(1,564
)
    
(2,328
)
    
(4,029
)
    
(653
)
    
(3,684
)
    
(6,899
)
    
(2,217
)
Reportable segment profit / (loss)
    
(1,401
)
    
(2,887
)
    
(1,598
)
    
(2,328
)
    
(4,029
)
    
(653
)
    
(3,729
)
    
(6,916
)
    
(2,251
)
Employee benefits and other expenses
    
(2,043
)
    
(1,379
)
    
(3,472
)
    
(3,924
)
    
(3,677
)
    
(957
)
    
(5,967
)
    
(5,056
)
    
(4,429
)
Net financing  income / (expense)
   
(25
)
    
3
      
1,232
      
3,330
      
3,466
      
(8,595
)
    
3,305
      
3,469
   
(7,362
)
Net loss before income tax
    
(3,469
)
    
(4,263
)
    
(3,838
)
    
(2,922
)
    
(4,240
)
    
(10,205
)
    
(6,391
)
    
(8,503
)
    
(14,042
)
                                                                         
Segment assets
                                                                        
Exploration assets
    
152,226
      
118,487
      
85,988
      
-
      
-
      
-
      
152,226
      
118,487
      
85,988
  
Other assets
    
5,258
      
6,158
      
13,547
      
48,835
      
88,600
      
49,615
      
54,093
      
94,758
      
63,162
  
Total assets
    
157,484
      
124,645
      
99,535
      
48,835
      
88,600
      
49,615
      
206,319
      
213,245
      
149,150
  
Segment liabilities
                                                                        
Payables
    
7,547
      
8,146
      
4,403
      
927
      
816
      
754
      
8,474
      
8,962
      
5,157
  
Provisions
    
167
      
331
      
162
      
201
      
166
      
94
      
368
      
497
      
256
  
Total current liabilities
    
7,714
      
8,477
      
4,565
      
1,128
      
982
      
848
      
8,842
      
9,459
      
5,413
  
Payables
    
78
      
87
      
-
      
-
      
-
      
59
      
78
      
87
      
59
  
Total non-current liabilities
    
78
      
87
      
-
      
-
      
-
      
59
      
78
      
87
      
59
  
Total liabilities
    
7,792
      
8,564
      
4,565
      
1,128
      
982
      
907
      
8,920
      
9,546
      
5,472
  
Net assets
    
149,692
      
116,081
      
94,970
      
47,707
      
87,618
      
48,708
      
197,399
      
203,699
      
143,678
  

Major customers
 
The Company has no major customers and nil revenues (2022 and 2021: nil).

F-10
Table of Contents
 
Notes to the Consolidated Financial Statements
For the years ended June 30 2023, 2022 and 2021

06/30/2023


06/30/2022


06/30/2021



$’000


$’000


$’000

2.2.
Impairment write-off
 
Exploration expenditure written off
    
(45
)
    
(17
)
    
(34
)
Total impairment
    
(45
)
    
(17
)
    
(34
)
 
2.3.
Other expenses
 
General and administrative expenses
    
2,751
      
3,319
      
1,524
  
Consulting and professional costs
    
881
      
3,407
      
517
  
Depreciation and amortization
    
52
      
173
      
176
  
Total other expenses
    
3,684
      
6,899
      
2,217
  
 
2.4.
Net finance costs
 
Interest income from external providers
    
1,484
      
61
      
175
  
Other revenue
    
26
      
50
      
43
  
Net foreign exchange gain
    
1,811
      
3,375
      
-
  
Finance income
    
3,321
      
3,486
      
218
  
                         
Bank charges
    
(6
)
    
(12
)
    
(15
)
Net foreign exchange loss
    
-
      
-
      
(7,555
)
Lease interest
    
(10
)
    
(5
)
    
(10
)
Finance costs
    
(16
)
    
(17
)
    
(7,580
)
Net finance income / (costs)
    
3,305
      
3,469
      
(7,362
)

Interest income is recorded at the effective interest rate applicable to the financial instrument. Interest is recognized as it accrues (using the effective interest method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument) to the net carrying amount of the financial asset.

F-11
Table of Contents
 
Notes to the Consolidated Financial Statements
For the years ended June 30 2023, 2022 and 2021
2.5.
Earnings per share
 
   
06/30/2023
    
06/30/2022
    
06/30/2021
  
   

$’000
    

$’000    

$’000  
                         
Earnings used in calculating earnings per share
                        
Basic and diluted loss
     (6,391 )     (8,503 )     (14,042 )
                         
Weighted average number of ordinary shares used as the denominator
  
Number
    
Number
    
Number
  
                         
Issued ordinary shares - opening balance
    
2,091,299,420
      
1,896,676,204
      
1,680,202,466
  
Effect of shares issued
    
6,894,635
      
117,750,170
      
69,056,018
  
                         
Weighted average number of ordinary shares
    
2,098,194,055
      
2,014,426,374
      
1,749,258,484
  
                         
Weighted average number of ordinary shares (diluted)
                        
Weighted average number of ordinary shares at 30 June for basic EPS
    
2,098,194,055
      
2,014,426,374
      
1,749,258,484
  
Effect of dilution from options and rights on issue
    
-
      
-
      
-
  
Weighted average number of ordinary shares adjusted for effect of dilution
    
2,098,194,055
      
2,014,426,374
      
1,749,258,484
  

   
Cents
    
Cents
    
Cents
  
Basic loss per share attributable to the ordinary equity holders of the company
    
(0.30
)
    
(0.42
)
    
(0.80
)
Diluted loss per share attributable to the ordinary equity holders of the company
    
(0.30
)
    
(0.42
)
    
(0.80
)

Basic EPS is calculated by dividing the profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.

Diluted EPS is calculated by dividing the profit attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares. The effect of dilution from options and rights on issue in the financial year would be 35,840,492 (2022: 35,597,029 and 2021: 76,171,508). The impact the potential ordinary shares is treated as dilutive only when their conversion to ordinary shares would decrease EPS.

F-12
Table of Contents
 
Notes to the Consolidated Financial Statements
For the years ended June 30 2023, 2022 and 2021
Section 3.
Taxation
 
3.1.
Taxation
 
   
06/30/2023
    
06/30/2022
    
06/30/2021
  
   

$’000
    

$’000
    

$’000
 1
Tax expense comprises:
                        
Income tax
                        
Current tax benefit / (expense)
    
-
      
-
      
-
  
Tax expense related to movements in deferred tax balances
    
-
      
-
      
-
  
Total tax (expense) / benefit
    
-
      
-
      
-
  
Numerical reconciliation between tax (expense) / benefit and pre-tax net result:
                        
Loss before tax
    
(6,391
)
    
(8,503
)
    
(14,042
)
Prima facie taxation benefit at 30%
    
(1,917
)
    
(2,551
)
    
(4,213
)
Decrease / (increase) in income tax benefit due to:
                        
Non-deductible expenses
    
1,337
      
964
      
822
  
Foreign exchange and other translation adjustments
    
(586
)
    
(652
)
    
943
Additional tax deductible expenditure
    
(166
)
    
(131
)
    
(54
)
Unrecognised tax losses relating to current year
    
1,181
      
2,528
      
2,321
  
Adjustments for prior years
    
151
      
(158
)
    
181
Income tax (expense) / benefit
    
-
      
-
      
-
  

No provision for income tax is considered necessary in respect of the Company for the year ended June 30, 2023. No recognition has been given to any future income tax benefit which may arise from operating losses not claimed for tax purposes.  The Group has estimated tax loss positions across the group as follows:
 
Deferred Tax
Deferred tax relates to the following:
   
06/30/2023
     06/30/2022  
   

$’000
    
$’000  
Deferred tax relates to the following
                
Foreign exchange gain/loss
    
(1,238
)
     (652 )
Losses available for offsetting against future taxable income
    
1,238
       652  
Net deferred tax asset
    
-
       -  

The Group has tax losses for which no deferred tax asset has been recognized on the Statement of Financial Position that amounted to $29.2 million (2022: $27.4m).

GDC: Can we lose this column? BCW did not go back and work up the STI in US$ for 2021.  Suggests it would be easiest to lose this column, as it is not a simple translation exercise.
F-13
Table of Contents
 
Notes to the Consolidated Financial Statements
For the years ended June 30 2023, 2022 and 2021
   
Jurisdiction 06/30/2023
  
   
Australia
    
USA
    
Canada
  
   
AUD$'000
    
US$'000
    
CAD$'000
  
Non-recognized tax losses - revenue
                  
Balance at the beginning of the period
    
21,144
      
11,830
      
219
  
Movement during the period
    
(944
)
    
3,725
      
37
  
Balance at the end of the period
    
20,200
      
15,555
      
256
  

   
AUD$'000
    
US$'000
    
CAD$'000
  
Non-recognized tax losses - capital
                        
Balance at the beginning of the period
    
7,307
      
-
      
-
  
Movement during the period
    
-
      
-
      
-
  
Balance at the end of the period
    
7,307
      
-
      
-
  
Total revenue and capital losses not recognized
    
27,507
      
15,555
      
256
  

These amounts will only be obtained if:


 •
the Company and Controlled Entities derive future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be recognized,

•
the Company and Controlled Entities continue to comply with the conditions for deductibility imposed by the law, and

•
no changes in tax legislation adversely affect the Company and Controlled Entities in recognizing the benefit from the deductions for the losses, i.e. current tax legislation permits carried forward tax losses to be carried forward indefinitely.

The group has additional tax value embedded in the Rhyolite Ridge exploration asset. Future deductibility is expected against anticipated assessable income from the Project once in production.

Section 4.
Invested and working capital
 
4.1.
Cash assets
 
   
06/30/2023
    
06/30/2022
    
06/30/2021
  
   

$’000
    

$’000
    

$’000
  
                         
Cash at bank
    
16,238
      
69,150
      
62,475
  
Short term deposits
    
36,471
      
25,027
      
-
  
Total cash assets
    
52,709
      
94,177
      
62,475
  
Cash flow reconciliation
                        
Reconciliation of net cash outflow from operating activities to operating loss after tax
                        
Loss for the period
    
(6,391
)
    
(8,503
)
    
(14,042
)
Adjustments to reconcile profit to net cash flows:
                        
Depreciation
    
52
      
173
      
176
  
Exploration expenditure written-off
    
45
      
17
      
34
  
Share-based payments
    
1,378
      
1,456
      
1,536
  
Net foreign exchange differences - unrealized
    
(1,811
)
    
(3,392
)
    
7,346
  
Interest income
    
(1,484
)
    
(61
)
    
(29
)
Interest expense
    
9
      
5
      
3
  
Change in assets and liabilities during the financial year:
                        
Decrease / (Increase) in trade and other receivables
    
(87
)
    
141
      
(232
)
(Decrease) / increase in provisions and employee benefits
    (130 )     241       -  
Increase in accounts payable
    
350
      
578
      
360
  
Net cash used in operating activities
    
(8,069
)
    
(9,345
)
    
(4,848
)

Cash and short-term deposits in the statement of financial position comprise cash at banks and on hand and short-term highly liquid deposits with a maturity of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.

F-14
Table of Contents
 
Notes to the Consolidated Financial Statements
For the years ended June 30 2023, 2022 and 2021
4.2.
Receivables
 
   
06/30/2023
    
06/30/2022
     06/30/2021  
   

$’000
    

$’000
    
 $’000  
Current
                        
Interest receivable
    
-
      
11
       -  
Other debtors
    
246
      
101
       5  
Prepayments
    
107
      
29
       248  
Total current trade and other receivables
    
353
      
141
       253  
                         
Non-current
                        
Other debtors
    
307
      
195
       200  
Total non-current trade and other receivables
    
307
      
195
       200  
                         
Total current and non-current trade and other receivables
    
660
      
336
       453  

Receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest rate method less provision for impairment. Impairment losses are recognized in the profit and loss.
 
4.3.
Plant and equipment
 
Plant and equipment - at cost
    
629
      
56
       63  
Less accumulated depreciation
    
(107
)
    
(56
)
     (61 )
Total plant and equipment
    
522
      
-
       2  
                         
Reconciliation of the movement
                        
Opening balance
    
-
      
2
       7  
Additions
    
601
      
3
       5  
Disposals
     (27 )                
Depreciation expense
    
(52
)
    
(5
)
     (10 )
Closing balance
    
522
      
-
       2  

Tangible plant and equipment assets are stated at cost less accumulated depreciation and any impairment in value.  Depreciation is calculated on a straight-line basis over the useful life of the asset being between 1-4 years.

An item of plant and equipment is derecognized upon disposal.  Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the statement of comprehensive income in the period the item is derecognized.

At each reporting date, the Group assesses whether there is any indication that an asset may be impaired.  Where an indicator of impairment exists, the Group makes a formal estimate of recoverable amount.  Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount. Recoverable amount is the greater of fair value less costs to sell and value in use.

F-15
Table of Contents
 
Notes to the Consolidated Financial Statements
For the years ended June 30 2023, 2022 and 2021
4.4.
Right of Use Asset
 
   
06/30/2023
    
06/30/2022
     06/30/2021  
   

$’000
    

$’000
    
 $’000  
Premises - at cost
    
356
      
352
       349  
Less accumulated amortization
    
(154
)
    
(107
)
     (117 )
Total Right of Use Asset
    
202
      
245
       232  
                         
Reconciliation of the movement
                        
Opening balance
    
245
      
232
       221  
Additions
    
161
      
194
       173  
Disposals
    
-
   
-
       (133 )
Amortization expense
    
(206
)
    
(169
)
     (34 )
Foreign exchange translation difference
    
2
      
(12
)
     5  
Closing balance
    
202
      
245
       232  

The Group recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the Group is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognized right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment.

4.5.
Exploration and evaluation expenditure
 
Exploration and evaluation expenditure incurred by or on behalf of the Group is accumulated separately for each area of interest.  Such expenditure comprises net direct costs and an appropriate portion of related overhead expenditure but does not include general overheads or administrative expenditure not having a specific connection with a particular area of interest.

Exploration and evaluation costs in relation to separate areas of interest for which rights of tenure are current are brought to account in the year in which they are incurred and carried forward provided that:

 •
such costs are expected to be recouped through successful development and exploitation of the area, or alternatively through its sale; or

•
exploration and/or evaluation activities in the area have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves.

The types of costs recognized as exploration and evaluation assets include costs to acquire the legal rights to explore in the specific area and costs incurred in respect of the search for mineral resources, determination of technical feasibility and the assessment of commercial viability of an identified resource, in accordance with IFRS 6.

A Final Investment Decision (FID) to develop the Project is expected to be made after considering the following key factors: required permits are in place, engineering has reached construction ready status, adequate offtake agreements have been signed to underwrite any debt requirements, and the Project is funded through a mix of equity and debt. In order to attract funding, the Project will need to demonstrate technical feasibility and commercial viability.

Once FID has been taken, all past and future exploration and evaluation assets in respect of the area of interest are tested for impairment and transferred to the cost of development. To date, no development decision has been made.

The Directors assess at each reporting date whether there is an indication that an asset has been impaired and for exploration and evaluation costs carried forward whether the above carry forward criteria are met. No indicator of impairment has been identified as at June 30 2023.

When the above criteria do not apply or when the Directors assess that the carrying value may exceed the recoverable amount the accumulated costs in respect of areas of interest are written off in the Statement of profit and loss and other comprehensive income.

F-16
Table of Contents
 
Notes to the Consolidated Financial Statements
For the years ended June 30 2023, 2022 and 2021
   
06/30/2023
    
06/30/2022
     06/30/2021  
   

$’000
    

$’000
    
$’000  
                         
Exploration and evaluation expenditure
    
152,226
      
118,487
       85,988  
Reconciliation of movement
                        
Opening balance
    
118,487
      
85,988
       65,078  
Additions - Rhyolite Ridge
    
33,579
      
32,049
       20,905  
Exploration expenditure - non core
    
205
      
467
       39  
Exploration expenditure - written off
    
(45
)
    
(17
)
     (34 )
Carrying amount at the end of the financial year
    
152,226
      
118,487
       85,988  

The above amounts represent costs of areas of interest carried forward as an asset in accordance with the accounting policy described above.  The ultimate recoupment of exploration and evaluation expenditure in respect of an area of interest carried forward is dependent upon the discovery of commercially viable reserves and the successful development and exploitation of the respective areas or alternatively sale of the underlying areas of interest for at least their carrying value. Amortization, in respect of the relevant area of interest, is not charged until a mining operation has commenced.

All exploration and evaluation costs carried forward relate in large part to the Rhyolite Ridge Lithium–Boron Project in Nevada, USA. Exploration and evaluation expenditure on all other tenements owned by the Company has been fully impaired where applicable.
 
4.6.
Payables
 
Current
                  
Trade creditors and other payables
    
6,805
      
7,878
    
4,065  
Accrued expenses
    
1,535
      
916
       904  
Lease Liabilities
    
134
      
168
       188  
Total current payables
    
8,474
      
8,962
       5,157  
                         
Non-current
                        
Lease Liabilities
    
78
      
87
       59  
Total non-current payables
    
78
      
87
       59  
Total current and non-current payables
    
8,552
      
9,049
       5,216  

All financial liabilities are recognized initially at fair value net of directly attributable transaction costs.

After initial measurement, financial liabilities are subsequently measured at amortized cost.  Current payables, other than lease liabilities, due to their short-term nature are measured at amortized cost and are not discounted.

The current payables, other than lease liabilities, are unsecured and are non-interest bearing generally on 30-60 day terms.  The carrying amounts approximate fair value.
 
At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in - substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognized as expense in the period on which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.

F-17
Table of Contents
 
Notes to the Consolidated Financial Statements
For the years ended June 30 2023, 2022 and 2021
4.7.
Provisions

Employee entitlements
 
   
06/30/2023
    
06/30/2022
     06/30/2021
  
   

$’000
    

$’000
    
 $’000  
                         
Current
                        
Provision for employee benefits
    
368
      
497
       256  
Total provisions
    
368
      
497
       256  

Provision is made for the Group’s liability for employee benefits arising from services rendered by employees to the end of the reporting period. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits. In determining the liability, consideration is given to employee wage increases and the probability that the employee may satisfy vesting requirements. Those cash flows are discounted using market yields on high quality corporate bonds with terms to maturity that match the expected timing of cash flows.

Section 5.
Capital structure
 
5.1.
Share capital
 
Ordinary shares
 
   
06/30/2023
    
06/30/2022
    
06/30/2021
  
   

$’000
    

$’000
    

$’000
  
                         
2,098,818,267 (2022: 2,091,299,420) ordinary shares, fully paid
    
255,364
      
254,273
      
174,390
  

   
Year ended
06/30/2023
    
Year ended
06/30/2022
    
Year ended
06/30/2021
    
Year ended
06/30/2023
    
Year ended
06/30/2022
    
Year ended
06/30/2021
  
   
Number
    
Number
    
Number
    

$’000
    

$’000
    

$’000
  
Reconciliation of movement:
                                          
Balance at the beginning of the financial year
    
2,091,299,420
      
1,896,676,204
      
1,680,202,466
      
254,273
      
174,390
      
114,927
  
Ordinary shares
    
-
      
145,862,742
      
210,526,316
      
-
      
71,793
      
61,472
  
Ordinary shares non-cash
    
-
      
-
      
2,766,272
      
-
      
-
      
272
  
Exercise of unlisted options (1)
    
-
      
40,500,000
      
-
      
-
      
9,006
      
-
  
Performance rights vested (2)
    
7,518,847
      
8,260,474
      
3,181,150
      
1,103
      
1,012
      
419
  
Share issue costs
    
-
      
-
      
-
      
(12
)
    
(1,928
)
    
(2,700
)
Balance at the end of the financial period
    
2,098,818,267
      
2,091,299,420
      
1,896,676,204
      
255,364
      
254,273
      
174,390
  


(1)
Value of unlisted options exercised equals the sum of the exercise price received plus the fair value transferred from the equity compensation reserve

(2)
Ordinary shares issued to employees upon vesting of performance rights

Ordinary shares are classified as equity.  There are no restrictions on voting rights.  On a show of hands every member present or by proxy shall have one vote and upon a poll each share shall have one vote.  Where a member holds shares, which are not fully paid, the number of votes to which that member is entitled on a poll in respect of those part paid shares shall be that fraction of one vote which the amount paid up bears to the total issued price thereof.  They have the right to receive dividends as declared and, in the event of winding up the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held.

Incremental costs directly attributable to the issue of new shares, options or rights are shown in equity as a deduction from the proceeds.

Management controls the capital of the Group in order to maintain a sustainable debt to equity ratio, generate long-term shareholder value and ensure that the Group can fund its operations and continue as a going concern.

F-18
Table of Contents
 
Notes to the Consolidated Financial Statements
For the years ended June 30 2023, 2022 and 2021
The Group is not subject to any externally imposed capital requirements.

During the year ended 30 June 2023 the Company issued:

•
7,518,847 shares as a consequence of Performance Rights vesting under the Equity Incentive Plan.

During the year ended 30 June 2022 the Company issued:

 •
145,862,742 shares as a consequence of a share placement in October 2021;

•
8,260,474 shares as a consequence of Performance Rights vesting under the Equity Incentive Plan; and

•
40,500,000 shares as a consequence of Options exercised under the Share Options Plan.

Share schemes
 
The Company has two share schemes in operation:

 •
The Share Option Plan; and

•
The Equity Incentive Plan.

Under these plans ordinary shares have been granted to senior executives, employees and a number of consultants. Further details about the operation of these plans are set out in note 7.3, Shared-based payments.  The Equity Incentive Plan is capable of issuing both options and performance rights.  The pre-existing Share Option Plan will be phased out as existing options are issued or expire.  The movement in options and performance rights issued under these plans is set out in the following tables.

Share options

Movement in options on issue for the year ended June 30, 2023  

 Grant  Vesting  Expiry
  
FV per
option at
grant date
    
Exercise
price
   
Opening
balance
                      
Closing
balance
  
 
 date
 date  date  
$
    
$
   Issued     Exercised     Transferred  
NED's(1)
09-Nov-18
09-Nov-19
09-Nov-23
    
0.126
      
0.242
      
715,420
      
-
      
-
      
-
      
715,420
  
Ex-NED's (2)
09-Nov-18
09-Nov-19
09-Nov-23
    
0.126
      
0.242
      
715,420
      
-
      
-
      
-
      
715,420
  
NED's(1)
14-Nov-19
14-Nov-20
14-Nov-24
    
0.138
      
0.243
      
653,594
      
-
      
-
      
-
      
653,594
  
Ex-NED's (2)
14-Nov-19
14-Nov-20
14-Nov-24
    
0.138
      
0.243
      
653,594
      
-
      
-
      
-
      
653,594
  
NED's(1)(3)
16-Nov-20
16-Nov-21
16-Nov-25
    
0.138
      
0.185
      
978,969
      
-
      
-
      
(326,323
)
    
652,646
  
Ex-NED's (2)(3)
16-Nov-20
16-Nov-21
16-Nov-25
    
0.138
      
0.185
      
652,646
      
-
      
-
      
326,323
      
978,969
  
Movement for the year ended June 30 2023
                    
4,369,643
      
-
      
-
      
-
      
4,369,643
  

Movement in options on issue for the year ended June 30, 2022  

 Grant  Vesting  Expiry  
FV per
option at
grant date
    
Exercise
price
    
Opening
balance
                      
Closing
balance
  

date  date  date  
$
    
$
     Issued     Exercised     Expired  
NED's(1)
13-Apr-17
13-Apr-17
13-Apr-22
    
0.122
      
0.150
      
16,000,000
      
-
      
(16,000,000
)
    
-
      
-
  
NED's(1)
13-Apr-17
13-Apr-17
13-Apr-22
    
0.113
      
0.200
      
12,000,000
      
-
      
(12,000,000
)
    
-
      
-
  
NED's(1)
13-Apr-17
13-Apr-17
13-Apr-22
    
0.106
      
0.250
      
12,000,000
      
-
      
(12,000,000
)
    
-
      
-
  
NED's(1)
13-Apr-17
23-May-18
23-May-22
    
0.063
      
0.200
      
200,000
      
-
      
(200,000
)
    
-
      
-
  
Ex-NED's (2)
13-Apr-17
23-May-18
23-May-22
    
0.063
      
0.200
      
200,000
      
-
      
-
      
(200,000
)
    
-
  
NED's(1)
13-Apr-17
23-May-19
23-May-22
    
0.088
      
0.200
      
200,000
      
-
      
(200,000
)
    
-
      
-
  
Ex-NED's (2)
13-Apr-17
23-May-19
23-May-22
    
0.088
      
0.200
      
200,000
      
-
      
-
      
(200,000
)
    
-
  
NED's(1)
13-Apr-17
23-May-20
23-May-22
    
0.105
      
0.200
      
100,000
      
-
      
(100,000
)
    
-
      
-
  
Ex-NED's (2)
13-Apr-17
23-May-20
23-May-22
    
0.105
      
0.200
      
100,000
      
-
      
-
      
(100,000
)
    
-
  
NED's (1)
09-Nov-18
09-Nov-19
09-Nov-23
    
0.126
      
0.242
      
715,420
      
-
      
-
      
-
      
715,420
  
Ex-NED's (2)
09-Nov-18
09-Nov-19
09-Nov-23
    
0.126
      
0.242
      
715,420
      
-
      
-
      
-
      
715,420
  
NED's(1)
14-Nov-19
14-Nov-20
14-Nov-24
    
0.138
      
0.243
      
653,594
      
-
      
-
      
-
      
653,594
  
Ex-NED's (2)
14-Nov-19
14-Nov-20
14-Nov-24
    
0.138
      
0.243
      
653,594
      
-
      
-
      
-
      
653,594
  
NED's(1)(3)
16-Nov-20
16-Nov-21
16-Nov-25
    
0.138
      
0.185
      
978,969
      
-
      
-
      
-
      
978,969
  
Ex-NED's (2)(3)
16-Nov-20
16-Nov-21
16-Nov-25
    
0.138
      
0.185
      
652,646
      
-
      
-
      
-
      
652,646
  
Movement for the year ended June 30 2022
                    
45,369,643
      
-
      
(40,500,000
)
    
(500,000
)
    
4,369,643
  

(1)
NED’s refers to Non-executive directors.
(2)
Ex-NED’s refers to former Non-executive directors.
(3)
During the financial year ended June 30, 2021 each non-executive director was granted 326,323 options under the new Equity Incentive Plan in lieu of director fees.  For further details refer to the remuneration report.

F-19
Table of Contents
 
Notes to the Consolidated Financial Statements
For the years ended June 30 2023, 2022 and 2021
Performance rights

Movement in performance rights on issue for the year ended 30 June 2023
              
Grant
Vesting
  
Market
Value
per
right at
grant
date
    
Opening
balance
    
Issued
    
Exercised
    
Forfeited
    
Closing
balance
  
date
date
  
$
    
Number
    
Number
    
Number
    
Number
    
Number
  
2019 LTI - performance based - KMP
06-Nov-20
01-Jul-22
    
0.1695
      
1,659,763
      
-
      
(547,722
)
    
(1,112,041
)
    
-
  
2019 LTI - time based - KMP
06-Nov-20
01-Jul-22
    
0.1950
      
1,106,509
      
-
      
(1,106,509
)
    
-
      
-
  
2019 LTI -performance based - KMP
01-Jul-20
01-Jul-22
    
0.1400
      
1,676,363
      
-
      
(553,200
)
    
(1,123,163
)
    
-
  
LTI - KMP
08-Aug-19
01-Jul-22
    
0.1750
      
1,125,434
      
-
      
(1,125,434
)
    
-
      
-
  
Sign on Performance Rights - KMP
01-Jul-19
01-Jul-22
    
0.1352
      
956,145
      
-
      
(956,145
)
    
-
      
-
  
Retention on employment- staff
01-Jul-19
01-Jul-22
    
0.1352
      
169,457
      
-
      
(169,457
)
    
-
      
-
  
Retention on employment- staff
15-Jul-19
15-Jul-22
    
0.1850
      
256,156
      
-
      
(256,156
)
    
-
      
-
  
Retention on employment- KMP
01-Aug-19
01-Aug-22
    
0.1862
      
741,120
      
-
      
(741,120
)
    
-
      
-
  
Special award
30-Jun-20
30-Jun-23
    
0.1300
      
280,000
      
-
      
(280,000
)
    
-
      
-
  
Special award
30-Jun-20
30-Jun-23
    
0.1300
      
200,000
      
-
      
(200,000
)
    
-
      
-
  
2020 LTI - performance based - KMP
06-Nov-20
01-Jul-23
    
0.1665
      
2,016,774
      
-
      
-
      
-
      
2,016,774
  
2020 LTI - time based - KMP
06-Nov-20
01-Jul-23
    
0.1950
      
1,344,516
      
-
      
-
      
-
      
1,344,516
  
2020 LTI - performance based - staff
01-Jul-20
01-Jul-23
    
0.1370
      
1,527,255
      
-
      
-
      
-
      
1,527,255
  
2020 LTI - time based - staff
01-Jul-20
01-Jul-23
    
0.1250
      
2,170,190
      
-
      
-
      
-
      
2,170,190
  
2020 LTI - performance based - KMP
01-Jul-20
01-Jul-23
    
0.1370
      
3,642,025
      
-
      
-
      
-
      
3,642,025
  
2020 LTI time based - KMP
01-Jul-20
01-Jul-23
    
0.1250
      
2,428,016
      
-
      
-
      
-
      
2,428,016
  
Retention on employment- staff
30-Sep-20
30-Sep-23
    
0.1200
      
226,129
      
-
      
-
      
-
      
226,129
  
Retention on employment- directors
01-Feb-21
01-Feb-24
    
0.3300
      
600,000
      
-
      
-
      
-
      
600,000
  
2021 LTI - performance based - KMP
01-Jul-21
01-Jul-24
    
0.3710
      
1,458,852
      
-
      
-
      
-
      
1,458,852
  
2021 LTI - time based - KMP
01-Jul-21
01-Jul-24
    
0.3300
      
972,569
      
-
      
-
      
-
      
972,569
  
Retention on employment- staff
01-Jul-21
01-Jul-24
    
0.3300
      
679,146
      
-
      
-
      
-
      
679,146
  
2021 cash bonus conversion -KMP
01-Jul-21
01-Jul-22
    
0.3300
      
909,173
      
-
      
(909,173
)
     -      
-
  
2021 cash bonus conversion - staff
01-Jul-21
01-Jul-22
    
0.3300
      
469,740
      
-
      
(469,740
)
    
-
      
-
  
2021 LTI - performance based - staff
26-Aug-21
01-Jul-24
    
0.4570
      
605,125
      
-
      
-
      
-
      
605,125
  
2021 LTI - time based - staff
26-Aug-21
01-Jul-24
    
0.5100
      
1,028,040
      
-
      
-
      
-
      
1,028,040
  
2021 LTI - performance based - KMP
05-Nov-21
01-Jul-24
    
0.7240
      
1,567,975
      
-
      
-
      
-
      
1,567,975
  
2021 LTI time based - KMP
05-Nov-21
01-Jul-24
    
0.7900
      
1,045,316
      
-
      
-
      
-
      
1,045,316
  
2021 LTI time based - directors
05-Nov-21
05-Nov-22
    
0.7900
      
250,598
      
-
      
(204,191
)
    
(46,407
)
    
-
  
Retention on employment- staff
16-Nov-21
16-Nov-24
    
0.7050
      
115,000
      
-
      
-
      
-
      
115,000
  
2022 LTI – performance based - KMP
01-Jul-22
01-Jul-25
    
0.4528
      
-
      
1,392,806
      
-
      
-
      
1,392,806
  
2022 LTI - timebased – KMP
01-Jul-22
01-Jul-25
    
0.4250
      
-
      
928,538
      
-
      
-
      
928,538
  
Retention on employment – staff
01-Jul-22
01-Jul-25
    
0.4250
      
-
      
157,000
      
-
      
(122,000
)
    
35,000
  
2022 Cash Bonus conversion – KMP
01-Jul-22
01-Jul-23
    
0.4250
      
-
      
1,207,370
      
-
      
-
      
1,207,370
  
2022 Cash Bonus conversion– staff
01-Jul-22
01-Jul-23
    
0.4250
      
-
      
929,307
      
-
      
-
      
929,307
  
2022 LTI – timebased – staff
22-Aug-22
01-Jul-25
    
0.6800
      
-
      
200,000
      
-
      
-
      
200,000
  
Retention on employment – directors
25-Aug-22
25-Aug-25
    
0.6600
      
-
      
200,000
      
-
      
-
      
200,000
  
2022 LTI – performance based – staff
01-Sep-22
01-Jul-25
    
0.6128
      
-
      
59,905
      
-
      
-
      
59,905
  
2022 LTI – timebased – staff
01-Sep-22
01-Jul-25
    
0.6500
      
-
      
179,715
      
-
      
-
      
179,715
  
2022 LTI – performance based - staff
05-Sep-22
01-Jul-25
    
0.6448
      
-
      
306,987
      
-
      
-
      
306,987
  
2022 LTI – timebased – staff
05-Sep-22
01-Jul-25
    
0.6150
      
-
      
204,658
      
-
      
-
      
204,658
  
2022 LTI – performance based – staff
05-Sep-22
01-Jul-25
    
0.5780
      
-
      
681,095
      
-
      
-
      
681,095
  
2022 LTI – timebased – staff
05-Sep-22
01-Jul-25
    
0.6150
      
-
      
1,050,312
      
-
      
-
      
1,050,312
  
2022 LTI – performance based – KMP
04-Nov-22
01-Jul-25
    
0.5245
      
-
      
1,249,442
      
-
      
-
      
1,249,442
  
2022 LTI timebased – KMP
04-Nov-22
01-Jul-25
    
0.5700
      
-
      
832,962
      
-
      
-
      
832,962
  
PR’s in lieu of directors fees
04-Nov-22
04-Nov-23
    
0.5700
      
-
      
385,824
      
-
      
-
      
385,824
  
Retention on employment - staff
01-Jan-23
01-Jan-26
    
0.3700
      
-
      
200,000
              
-
      
200,000
  
                                                     
Movement for the year ended 30 June 2023
              
31,227,386
      
10,165,921
      
(7,518,847
)
    
(2,403,611
)
    
31,470,849
  

Movement in performance rights on issue for the year ended 30 June 2022
              
Grant
Vesting
  
Market
Value
per
right at
grant
date
   
Opening
balance
    
Issued
    
Exercised
    
Lapsed
    
Closing
balance
  
date
date
  
$
    
Number
    
Number
    
Number
    
Number
    
Number
  
Catch-up LTIs - KMP
06-Nov-20
01-Jul-21
    
0.1885
      
2,766,272
      
-
      
(2,766,272
)
    
-
      
-
  
2020 cash bonus conversion  - KMP
01-Jul-20
01-Jul-21
    
0.1242
      
1,334,562
      
-
      
(1,334,562
)
    
-
      
-
  
2020 cash bonus conversion  - staff
01-Jul-20
01-Jul-21
    
0.1242
      
1,475,042
      
-
      
(1,475,042
)
    
-
      
-
  
Catch-up LTIs - KMP
08-Aug-19
01-Jul-21
    
0.1750
      
1,519,208
      
-
      
(1,519,208
)
    
-
      
-
  
Retention on employment- staff
01-Jul-19
01-Jul-21
    
0.1350
      
169,457
      
-
      
(169,457
)
    
-
      
-
  
Retention on employment- staff
15-Jul-19
15-Jul-21
    
0.1850
      
256,156
      
-
      
(256,156
)
    
-
      
-
  
Retention on employment - KMP (1)
08-Aug-19
14-Nov-21
    
0.1750
      
244,378
      
-
      
(244,378
)
    
-
      
-
  
Retention on employment - KMP
08-Aug-19
14-Nov-21
    
0.1750
      
244,378
      
-
      
(244,378
)
    
-
      
-
  
Retention on employment- staff
06-May-19
06-May-22
    
0.1900
      
251,021
      
-
      
(251,021
)
    
-
      
-
  
2019 LTI - performance based - KMP
06-Nov-20
01-Jul-22
    
0.1695
      
1,659,763
      
-
      
-
      
-
      
1,659,763
  
2019 LTI - time based - KMP
06-Nov-20
01-Jul-22
    
0.1950
      
1,106,509
      
-
      
-
      
-
      
1,106,509
  
2019 LTI -performance based - KMP
01-Jul-20
01-Jul-22
    
0.1400
      
1,676,363
      
-
      
-
      
-
      
1,676,363
  
LTI - KMP
08-Aug-19
01-Jul-22
    
0.1750
      
1,125,434
      
-
      
-
              
1,125,434
  
Sign on Performance Rights - KMP
01-Jul-19
01-Jul-22
    
0.1352
      
956,145
      
-
      
-
      
-
      
956,145
  
Retention on employment- staff
01-Jul-19
01-Jul-22
    
0.1352
      
169,457
      
-
      
-
              
169,457
  
Retention on employment- staff
15-Jul-19
15-Jul-22
    
0.1850
      
256,156
      
-
      
-
              
256,156
  
Retention on employment- KMP
01-Aug-19
01-Aug-22
    
0.1862
      
741,120
      
-
      
-
              
741,120
  
Retention on employment- staff
14-Oct-19
14-Oct-22
    
0.1835
      
169,699
      
-
      
(169,699
)
            
-
  
Special award
30-Jun-20
30-Jun-23
    
0.1300
      
280,000
      
-
      
-
      
-
      
280,000
  
Special award
30-Jun-20
30-Jun-23
    
0.1300
      
200,000
      
-
      
-
      
-
      
200,000
  
2020 LTI - performance based - KMP
06-Nov-20
01-Jul-23
    
0.1665
      
2,016,774
      
-
      
-
      
-
      
2,016,774
  
2020 LTI - time based - KMP
06-Nov-20
01-Jul-23
    
0.1950
      
1,344,516
      
-
      
-
      
-
      
1,344,516
  
2020 LTI - performance based - staff
01-Jul-20
01-Jul-23
    
0.1370
      
1,588,715
      
-
      
-
      
(61,460
)
    
1,527,255
  
2020 LTI - time based - staff
01-Jul-20
01-Jul-23
    
0.1250
      
2,354,570
      
-
      
-
      
(184,380
)
    
2,170,190
  
2020 LTI - performance based - KMP
01-Jul-20
01-Jul-23
    
0.1370
      
3,642,025
      
-
      
-
      
-
      
3,642,025
  
2020 LTI time based - KMP
01-Jul-20
01-Jul-23
    
0.1250
      
2,428,016
      
-
      
-
      
-
      
2,428,016
  
Retention on employment- staff
30-Sep-20
30-Sep-23
    
0.1200
      
226,129
      
-
       -      
-
      
226,129
  
Retention on employment- directors
01-Feb-21
01-Feb-24
    
0.3300
      
600,000
      
-
      
-
      
-
      
600,000
  
2021 LTI - performance based - KMP
01-Jul-21
01-Jul-24
    
0.3710
       -      
1,458,852
      
-
      
-
      
1,458,852
  
2021 LTI - time based - KMP
01-Jul-21
01-Jul-24
    
0.3300
      
-
      
972,569
      
-
      
-
      
972,569
  
Retention on employment- staff
01-Jul-21
01-Jul-24
    
0.3300
      
-
      
679,146
      
-
      
-
      
679,146
  
2021 cash bonus conversion  - KMP 01-Jul-21 01-Jul-22     0.3300       -       909,173       -       -       909,173  
2021 cash bonus conversion  - staff 01-Jul-21 01-Jul-22     0.3300       -       469,740       -       -       469,740  
2021 LTI - performance based - staff
26-Aug-21
01-Jul-24
    
0.4570
      
-
      
627,854
      
-
      
(22,729
)
    
605,125
  
2021 LTI - time based - staff
26-Aug-21
01-Jul-24
    
0.5100
      
-
      
1,096,228
      
-
      
(68,188
)
    
1,028,040
  
2021 LTI - performance based - KMP
05-Nov-21
01-Jul-24
    
0.7240
      
-
      
1,567,975
      
-
      
-
      
1,567,975
  
2021 LTI time based - KMP
05-Nov-21
01-Jul-24
    
0.7900
      
-
      
1,045,316
      
-
      
-
      
1,045,316
  
2021 LTI time based - directors
05-Nov-21
05-Nov-22
    
0.7900
      
-
      
250,598
      
-
      
-
      
250,598
  
Retention on employment- staff
16-Nov-21
16-Nov-24
    
0.7050
      
-
      
115,000
      
-
      
-
      
115,000
  
Movement for the year ended 30 June 2022
           
30,801,865
      
9,192,451
      
(8,260,474
)
    
(504,456
)
    
31,227,386
  

(1)
These retention on employment awards represent 50% increase in entitlement due to an administrative error.

For further details regarding the Equity Incentive Plan (2018) and the Option Plan refer to note 7.3.

F-20
Table of Contents
 
Notes to the Consolidated Financial Statements
For the years ended June 30 2023, 2022 and 2021
5.2.
Reserves
 
   
06/30/2023
    
06/30/2022
    
06/30/2021
  
   
$
’000
    
$
’000
    
$
’000
  
                         
Equity compensation reserve
                        
Balance at the beginning of period
    
5,755
      
7,753
      
6,255
  
Share based payment expensed/capitalized
    
2,626
      
2,331
      
1,917
  
Fair value of unlisted options exercised
    
-
      
(3,317
)
    
-
  
Fair value of performance rights vested
    
(1,103
)
    
(1,012
)
    
(419
)
Balance at the end of the financial period
    
7,278
      
5,755
      
7,753
  
                         
Foreign currency translation reserve
                        
Balance at the beginning of period
    
(10,193
)
    
(832
)
    
954
  
Foreign currency translation differences for foreign operations
    
(2,523
)
    
(9,361
)
    
(1,786
)
Balance at the end of the financial period
    
(12,716
)
    
(10,193
)
    
(832
)
Total reserves
    
(5,438
)
    
(4,438
)
    
6,921
  

The equity compensation reserve is used to recognize the value of equity settled share-based payments provided to employees, directors and consultants.  The fair value of such compensation is measured using generally accepted valuation methodologies for pricing financial instruments, and incorporates all factors and assumptions that knowledgeable, willing market participants would consider in setting the price. The fair value of instruments granted is recognized as an expense or capitalized if appropriate over the vesting period with a corresponding increase in equity.

The foreign currency translation reserve comprises all foreign exchange differences arising from the following:

 •
The translation of the financial statements of foreign operations where the functional currency is different to the functional currency of the parent entity; and

•
Exchange differences arise on the translation of monetary items which form part of the net investment in the foreign operation.

Section 6.
Financial instruments
 
6.1.
Classification and measurement
 
The carrying values of financial assets and liabilities of the Group approximate their fair value.

The Group measures and recognizes in the statement of financial position on a recurring basis certain assets and liabilities at fair value in accordance with IFRS 13 Fair value measurement.  The fair value must be estimated for recognition and measurement or for disclosure purposes in accordance with the following hierarchy:


Level 1:  Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2:  Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and

Level 3:  Inputs for the asset or liabilities which are not based on observable market data (unobservable inputs).

The Group has no financial assets where the carrying amount exceeds net fair values at balance date.  The Group’s receivables at balance date are detailed in Section 4.2 of this report.
 
6.2.
Financial risk management
 
Framework
 
The Group is involved in activities that expose it to a variety of financial risks including:

 a)
Credit risk

b)
Liquidity risk

c)
Capital management risk

d)
Market risk related to commodity pricing, interest rates and currency fluctuations.

The Board of Directors has overall responsibility for the establishment and oversight of the financial risk management framework of the Group.  Management is responsible for monitoring the financial risks.

The objective of the financial risk management strategy is to minimize the impact of volatility in financial markets on financial performance, cash flows and shareholder returns.  This requires the identification and analysis of relevant financial risks and possible impact on the achievement of the Group’s objectives.

The Group does not undertake any hedging activities.

a)
Credit risk
 
Credit risk is the risk of sustaining a financial loss as a result of the default by a counterparty to make full and timely payments on transactions which have been executed, after allowing for setoffs which are legally enforceable.

Credit risk arises from investments in cash and cash equivalents with banks and credit exposure to customers and/or suppliers.  Receivables and cash and cash equivalents represent the Group’s maximum exposure to credit risk.

There are no trade receivables past due or impaired at the end of the reporting period (2022: Nil).

F-21
Table of Contents
 
Notes to the Consolidated Financial Statements
For the years ended June 30 2023, 2022 and 2021
b)
Liquidity risk
 
Liquidity risk is the risk that the Group will not have sufficient liquidity to meet its financial obligations as they fall due.

The Group manages liquidity risk by continually monitoring forecast and actual cash flows and matching maturity profiles of financial assets and liabilities. Short and long-term cash flow projections are prepared periodically and submitted to the Board.

         
Less than 1
year
    
1-2 years
    
2-5 years
    
More than 5
years
    
Total
  
Contractual cash flows
  
Note
    
$’000
    

$’000
    

$’000
    

$’000
    

$’000
  
Consolidated – 2023
                                              
Payables
    
4.6
      
8,340
      
-
      
-
      
-
      
8,340
  
Lease Liabilities
    
4.6
      
138
      
38
      
43
      
-
      
219
  
Total
            
8,478
      
38
      
43
      
-
      
8,559
  
                                                 
Consolidated – 2022
                                                
Payables
    
4.6
      
8,794
      
-
      
-
      
-
      
8,795
  
Lease Liabilities
    
4.6
      
168
      
87
      
-
      
-
      
255
  
Total
            
8,962
      
87
      
-
      
-
      
9,050
  

c)
Capital management risk
 
The overriding objective of the Group’s capital management strategy is to increase shareholder returns whilst maintaining the flexibility to pursue the strategic initiatives within a prudent capital structure.

The primary objective of the capital management policy is to ensure the Group maintains a strong credit rating and appropriate capital ratios to support the development of the Company’s assets.

The Company manages its capital structure and adjusts it in light of economic conditions.  During the financial year the company undertook a capital raise through the issue of new shares. The Board believes that this capital raise secures the Company’s financial position until the ‘decision to mine’ stage of the Rhyolite Ridge Lithium-Boron Project.

d)
Market risk
 
The method and assumptions remain consistent with prior periods.

Foreign exchange risk
Foreign exchange risk arises from the commercial transactions and valuations of assets and liabilities that are denominated in a currency that is not the entity’s functional currency.

The Group has monetary items, including financial assets, denominated in currencies other than the functional currency of the entity.  These are primarily US$ cash and intercompany loan balances in the holding company, which has a A$ functional currency.

These items are restated to A$ equivalent at each period end, and the associated gain or loss is taken to the income statement.  The US$ equivalent of these FX balances is reported in the group income statement as the functional currency financial statements are translated to US$ reporting currency for group reporting purposes.

F-22
Table of Contents
 
Notes to the Consolidated Financial Statements
For the years ended June 30 2023, 2022 and 2021
The Group operates in a predominantly USD environment.  The majority of the Group’s financial position is managed and reported in US$.  There is a foreign exchange exposure where the Group holds Financial asset and liabilities in A$. These positions are summarised in the table below.

   
Average rate for the
year ended June 30
2023
    
Spot rate at the end of the
reporting period
2023
  
Exchange rates applied during the year:
            
AUD / USD
    
0.6728
      
0.6651
  
                 
     
2023
      
2022
  
Financial instruments denominated in United States dollars
  

US$’000
    
US$’000
  
Financial assets
                
Cash
    
11,988
      
50,559
  
Trade and other receivables
    
103
      
86
  
Financial liabilities
                
Trade and other payables
    
857
      
720
  
Provisions
     -       68  
Lease liabilities
    
201
      
166
  

An increase in the AUD:USD foreign exchange rate of 10% would result in a:

 •
$1,199,000 increase in A$ cash balance (30 June 2022: $5,056,000) with nil impact on current year loss because the impact is taken to foreign currency translation reserve.

•
$10,000 increase in A$ receivables (30 June 2022: $9,000) with nil impact on current year loss because the impact is taken to foreign currency translation reserve.

•
$86,000 increase in payables (30 June 2022: $72,000) with nil impact on current year loss because the impact is taken to foreign currency translation reserve.

•
No change to lease liabilities (30 June 2022: $7,000 increase) with nil impact on current year loss because the impact is taken to foreign currency translation reserve.

•
$20,000 increase in provisions (30 June 2022: $17,000) with nil impact on current year loss because the impact is taken to foreign currency translation reserve.

A decrease in the AUD:USD foreign exchange rate of 10% would result in:

 •
$1,199,000 decrease in A$ cash balance (30 June 2022: $5,056,000) with nil impact on current year loss because the impact is taken to foreign currency translation reserve.

•
$10,000 decrease in A$ receivables (30 June 2022: $9,000) with nil impact on current year loss because the impact is taken to foreign currency translation reserve.

•
$86,000 decrease in payables (30 June 2022: $72,000) with nil impact on current year loss because the impact is taken to foreign currency translation reserve.

•
No change to lease liabilities (30 June 2022: $7,000 decrease) with nil impact on current year loss because the impact is taken to foreign currency translation reserve.

•
$20,000 decrease in provisions (30 June 2022: $17,000) with nil impact on current year loss because the impact is taken to foreign currency translation reserve.

Interest rate risk
The Company’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a result of reasonable possible changes in the market interest rates arise in relation to the Company’s bank balances.

The Company does not engage in any hedging or derivative transactions to manage interest rate risk.

An increase of interest rates of 1% will result in a $687,000 (30 June 2022 $934,000) decrease in the current year loss and an increase in interest income related to cash deposits.  A decrease of interest rates of 1% will result in a $687,000 (30 June 2022 $934,000) increase in current year loss and decrease in interest income related to cash deposits.

Commodity price risk
The Company is exposed to future commodity price risk. This risk arises from its activities directed at exploration and development of mineral commodities. If commodity prices fall, the share price for companies exploring for these commodities is affected. The Company does not hedge its exposures.

F-23
Table of Contents
 
Notes to the Consolidated Financial Statements
For the years ended June 30 2023, 2022 and 2021

Section 7.
Employee benefits and KMP disclosures
 
7.1.
Employee benefits expensed

     
06/30/2023


06/30/2022


06/30/2021
  
     
$’000


$’000


$’000
  
Non-Executive Director fees
    
401
      
410
      
368
  
Executive Director fees2
    
516
      
527
      
300
  
Employee benefits expense
    
3,674
      
2,906
      
2,225
  
Share-based payments
    
1,376
      
1,213
      
1,536
  
Total employee benefit expense
    
5,967
      
5,056
      
4,429
  
 
7.2.
Key management personnel disclosure
 
Key management personnel (KMP) comprised the following:

   
06/30/2023
    
06/30/2022
    
06/30/2021
  
   
$’000
    

$’000
    

$’000
 3
Salary and Short-term incentive
    
3,709
      
2,951
      
2,597
  
Post-employment benefits
    
101
      
81
      
84
  
Share-based payments
    
1,501
      
1,620
      
1,734
  
Total payments to KMP
    
5,311
      
4,652
      
4,415
  

Transactions with directors and KMP
 
With the exception of the disclosures within this note, no director or executive has entered into any material contracts with the Group since the end of the previous financial year and there were no material contracts involving directors’ or executive interests existing at year end.

The Company has entered into indemnity deeds to indemnify executives of the Company against certain liabilities incurred in the course of performing their duties.

7.3.
 Share-based payments
 
Share-based compensation is provided to employees via rights or options to acquire shares in the Company.  As described in note 5.1 Share capital, the Company has two share schemes in operation.  Under these plans, options or performance rights which may be converted into ordinary shares have been granted to non-executive directors, senior executives, employees and a number of consultants.

The cost of these equity-settled transactions is determined by reference to the fair value at the date at which they are granted. The fair value of the options granted is determined using the Black & Scholes option pricing model.  The fair value of the performance rights granted with time based hurdles is determined by using the 10 day VWAP of the Company’s fully paid share capital, up to and including the date the performance rights are granted, and for the performance based performance rights the fair value is determined by using a Monte Carlo model for the valuation of the performance rights subject to the relative performance hurdle and for those rights subject to the business objectives, the valuation is equal to the value of the share price at grant date, multiplied by the number of shares anticipated to vest.

2 INR – Need to split out Executive Director Fees for FY21
3 INR – This data has not been calculated in USD

The cumulative expense recognized for equity-settled transactions at each reporting date reflects:


 i.
the extent to which the vesting period has expired, and

ii.
the number of awards that, in the opinion of the directors of the Company, will ultimately vest.

This opinion is formed based on the best available information at balance date.   Where an equity-settled award is cancelled, the estimate is treated as if it had vested on the date of cancellation, and any expense not yet recognized for the award is recognized immediately.

Each plan is described in more detail below.

F-24
Table of Contents
 
Notes to the Consolidated Financial Statements
For the years ended June 30 2023, 2022 and 2021
Equity Incentive Plan – established at the 2018 AGM
 
A new Equity Incentive Plan was established following the AGM held on October 31 2018.  The purpose of the new Equity Incentive Plan (“the Plan”) is to provide eligible persons the opportunity to participate in the growth and profits of the Company and to attract, motivate and retain their services to promote the Company’s long-term success.

Under the terms of the Plan, the Board may at its discretion invite eligible persons to participate in a grant of awards.  An award may be either an option or performance right, to acquire a share in the capital of the Company in accordance with the Plan rules.

Options and rights issued under the terms and condition of the new ioneer Equity Incentive Plan are as follows:

Type
Key terms
Expiry Date
Options
Non-Executive
Directors
The options were issued at an exercise price equal to the VWAP for the Company’s shares over the 10 trading days immediately before the date of the AGM.  The options vest after 12 months and expire 60 months from the date of issue.
Tranche 1:   Nov 9 23
Tranche 2: Nov 14 24
Performance rights – time-based
Retention on
Employment
•    Agreements with early recruits included vesting in equal instalments after 12, 24 and 36 months. However, since mid-2019 a standard approach of vesting after 3 years has been implemented.
•    Conditional on the achievement of continuing employment
N/A
Deferred STI
•    12 month vesting period from 1 July the year following the relevant STI period
•    Conditional on the achievement of continuing employment
N/A
LTI grants
•    36 month vesting period from July 1 of relevant period
•    Conditional on the achievement of continuing employment
N/A

F-25
Table of Contents
 
Notes to the Consolidated Financial Statements
For the years ended June 30 2023, 2022 and 2021
Type
Key terms
Expiry Date
Performance rights – performance-based
LTI grants
•     36 month vesting period from July 1 of relevant period
•     The Board will employ discretion in assessing Project results and determining vesting of performance units; below, at or above targets:
o     HSE: Top quartile HSE & Community performance (North American Mining Projects)
o     Construction: Construction schedule on pace for start-up as stated at FID
o     Ops Readiness: Operational readiness (hiring, policies, systems etc) on track
o     Cost Control: Project spend within margin established at FID
o     Share price: INR share price compared to comparator group
•     Unlike producing organizations with established operations that typically aim to deliver performance conditions tied to anticipated revenues, production levels and growth objectives, ioneer has a single pre-production project with less certainty or control over key deliverables.  Providing the Board with the discretion to assess the extent of delivery, the importance/value of the various targets delivered (or not) allows the ability to balance shareholder expectations and KMP reward, motivation and retention.
•     The Board will employ discretion in assessing Project results and determining the vesting of performance units; below, at or above targets (up to 200%)
N/A

Key features include:


 •
The Board may at its discretion make invitations to or grant awards to eligible persons.

•
Award means an option or a performance right to acquire a Share in the capital of the Company.

•
Eligible Persons include executive directors or executive officers of the Group, employees, contractors or consultants of the group or any other person.

•
A participant may not sell or assign awards.

•
Within 30 days after the vesting date in respect of a vested performance right, the Company must either allocate shares or procure payment to the participant of a cash amount equal to the market price of the shares which would have otherwise been allocated.

•
At any time during the exercise period a participant may exercise any or all their vested options by paying the exercise price.

Whilst there are a number of options and performance rights remaining on issue under the terms and conditions of previous schemes, no further options or rights will be issued under these pre-existing schemes which are described below.

Share Option Plan
 
The Group established a Share Option Plan in 2010 (and reconfirmed it at the 2016 AGM) to assist in the attraction, retention and motivation of KMP and in the retention of key consultants.  Key features include:


 •
Full or part time employees or consultants of the Group are eligible to participate.

•
Options issued pursuant to the plan will be issued free of charge.

•
Options are time based and there are no performance conditions.

•
Options cannot be transferred and are not quoted on the ASX.

•
Options expire if not exercised 90 days after a participant resigns from the Company.

•
The exercise price of the options, at grant date, shall be as the directors in their absolute discretion determine, provided the exercise price shall not be less than the weighted average of the last sale price of the Company’s shares on ASX at the close of business on each of the 5 business days immediately preceding the date on which the directors resolve to grant the options.

•
The directors may limit the total number of options which may be exercised under the plan in any year.

A summary of options and performance rights on issue is set out in note 5.1.

F-26
Table of Contents
 
Notes to the Consolidated Financial Statements
For the years ended June 30 2023, 2022 and 2021
Section 8.
Group structure
 
8.1
Controlled entities

         
2023
  
2022
  
2021
Controlled entities of ioneer Ltd
 Note
 
Country of
incorporation
  
ownership
interest
  
ownership
interest
  
ownership
interest
Ioneer USA Corporation
    
USA
  
100
  
100
  
100
Ioneer Minerals Corporation
    
USA
  
100
  
100
  
100
Ioneer Holdings USA Inc.
    
USA
  
100
  
100
  
100
Ioneer Holdings Nevada Inc.
    
USA
  
100
  
100
  
100
Gerlach Gold LLC
    
USA
  
100
  
100
  
100
Paradigm AZ LLC
    
USA
  
100
  
100
  
100
Ioneer Rhyolite Ridge Holdings LLC
    
USA
  
100
  
100
  
-
Ioneer Rhyolite Ridge Midco LLC
    
USA
  
100
  
100
  
-
Ioneer Rhyolite Ridge LLC
    
USA
  
100
  
100
  
-
Ioneer SLP LLC
    
USA
  
100
  
100
  
-
ioneer Canada ULC
    
Canada
  
100
  
100
  
-

Section 9.
Other disclosures
 
9.1
Capital and other commitments
 
   
06/30/2023
   
06/30/2022
 
   
$’000
    
$’000
  
Payable within one year
                
Water rights
    
518
      
208
  
Non-cancellable lease commitments
    
252
      
36
  
Exploration and evaluation expenditure commitments
    
170
      
169
  
Sub total
    
940
      
413
  
Payable after one year but not later than five years
                
Water rights
    
1,370
      
342
  
Non-cancellable lease commitments
    
71
      
29
  
Exploration and evaluation expenditure commitments
    
432
      
338
  
Sub total
    
1,872
      
709
  
Payable later than five years
                
Water rights
    
-
      
-
  
Non-cancellable operating lease rental commitments
    
-
      
-
  
Exploration and evaluation expenditure commitments
    
-
      
-
  
Sub total
    
-
      
-
  
Total commitments
    
2,812
      
1,122
  

Water rights
 
The Company has secured water rights via exclusive options to enter into long-term leases. In addition, there is an option to purchase these water rights and associated land at any time at the Company’s sole election. This is a discretionary purchase and is excluded from the commitments disclosed above.

Non-cancellable lease commitments
 
Included within non-cancellable lease commitments is the lease of a neighboring property to the Rhyolite Ridge Lithium-Boron Project.  The Company has entered into an option agreement to purchase this property. The cost of this discretionary purchase is excluded from the commitments disclosed above.

F-27
Table of Contents
 
Notes to the Consolidated Financial Statements
For the years ended June 30 2023, 2022 and 2021
Exploration license expenditure requirements
 
In order to maintain the Company’s tenements in good standing with the various mines departments and comply with the underlying option agreements, the Company will be required to pay annual claim maintenance fees.  It is likely that the granting of new licenses and changes in license areas at renewal or expiry will change the expenditure commitment to the Company from time to time.

9.2
Contingent liabilities
 
Settlement of Rhyolite Ridge
 
The Company entered an option agreement to purchase Rhyolite Ridge from Boundary Peak Minerals LLC on 3 June 2016. The Company has made 4 progress payments to Boundary Peak under the agreement. A final payment will fall due following Board making a ‘decision to mine’ the Rhyolite Ridge property. Once this decision is made, the Company is required under the terms of the contract to either:


 •
Pay Boundary Peak LLC US$3 million, or

•
Issue shares (or a mix of both shares and cash) to Boundary Peak LLC, to the equivalent of US$3 million at a fixed exchange rate of USD $0.75 = AUD$1.00.

At the date of this report the decision to mine has not yet been made by the Company.

There are no other known contingent liabilities as at 30 June 2023.
 
9.3
Related Party disclosures
 
Non-key management personnel disclosures
 
The Group has a related party relationship with its controlled entities, refer to note 8.2.  The Company and its controlled entities engage in a variety of related party transactions in the ordinary course of business.  These transactions are conducted on normal terms and conditions.

Key management personnel disclosures
 
For all related party transactions with key management personnel, refer to note 7.2, Key management personnel disclosures.

9.4
Events after reporting date
 
In the period since 30 June 2023 and up to the date of this report, there has not been any other item, transaction or event of a material and unusual nature likely in the opinion of directors, to substantially affect the operations of the Group, the results of those operations or the state of affairs of the Group in subsequent financial years.

F-28
ITEM 19.
EXHIBITS
 
Exhibit
Number
  
Description
 
Constitution of ioneer Ltd (incorporated by reference to Exhibit 1.1 to the Company’s Registration Statement on Form 20-F, filed on June 3, 2022)
 
Deposit Agreement among ioneer Ltd, The Bank of New York Mellon, and Owners and Holders of American Depositary Shares (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form 20-F, filed on June 3, 2022)
 
Form of American Depositary Receipt evidencing American Depositary Shares (included in Exhibit 2.1)
 
Description of Share Capital (incorporated by reference to Exhibit 2.3 to the Company’s Annual Report on Form 20-F, filed on October 21, 2022)
 
Unit Purchase and Subscription Agreement, dated as of September 16, 2021, by and among Rhyolite Ridge Holdings LLC, ioneer Ltd and Sibanye Stillwater Limited (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 20-F, filed on June 15, 2022)+
 
First Amendment to Unit Purchase and Subscription Agreement, dated as of October 29, 2021, by and among Rhyolite Ridge Holdings LLC, ioneer Ltd and Sibanye Stillwater Limited
4.3
 		 
Second Amendment to Unit Purchase and Subscription Agreement, dated as of March 31, 2022, by and among Rhyolite Ridge Holdings LLC, ioneer Ltd and Sibanye Stillwater Limited
 
Third Amendment to Unit Purchase and Subscription Agreement, dated as of June 21, 2022, by and among Rhyolite Ridge Holdings LLC, ioneer Ltd and Sibanye Stillwater Limited
 
Fourth Amendment to Unit Purchase and Subscription Agreement, dated as of December 27, 2022, by and among Rhyolite Ridge Holdings LLC, ioneer Ltd and Sibanye Stillwater Limited
 
Fifth Amendment to Unit Purchase and Subscription Agreement, dated as of January 30, 2023, by and among Rhyolite Ridge Holdings LLC, ioneer Ltd and Sibanye Stillwater Limited
 
Sixth Amendment to Unit Purchase and Subscription Agreement, dated as of June 23, 2023, by and among Rhyolite Ridge Holdings LLC, ioneer Ltd and Sibanye Stillwater Limited
 
Seventh Amendment to Unit Purchase and Subscription Agreement, dated as of September 22, 2023, by and among Rhyolite Ridge Holdings LLC, ioneer Ltd and Sibanye Stillwater Limited
 
Amendment to Attachments of Unit Purchase and Subscription Agreement, dated as of December 14, 2021, by and among Rhyolite Ridge Holdings LLC, ioneer Ltd and Sibanye Stillwater Limited
 
Mining Lease and Option to Purchase Agreement, dated June 3, 2016, by and among Boundary Peak Minerals LLC, Paradigm Minerals Arizona Corporation and the other parties thereto (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form 20-F, filed on June 15, 2022)+
 
Form of ioneer Ltd Employee and Consultant Share Option Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8, filed on July 14, 2022).
 
Form of ioneer Ltd Incentive Plan (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8, filed on July 14, 2022).
 
List of Subsidiaries of ioneer Ltd (incorporated by reference to Exhibit 8.1 to the Company’s Registration Statement on Form 20-F, filed on June 3, 2022)
 
Section 302 Certification of Chief Executive Officer
 
Section 302 Certification of Chief Financial Officer
 
Section 906 Certification of Chief Executive Officer
 
Section 906 Certification of Chief Financial Officer
 
Consent of Ernst & Young
 
Consent of Jerry DeWolfe, P.Geo.
 
Consent of Terry L. Kremmel, P.E.
 
Technical Report Summary, dated October 25, 2023
101.1
  
The following financial statements from the Company’s Annual Report on Form 20-F for the year ended June 30, 2023, formatted in Inline XBRL: (i) Consolidated Statements of Profit or Loss and Other Comprehensive Income, (ii) Consolidated Statement of Financial Position, (iii) Consolidated Statements of Changes in Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
104
  
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

+
Certain confidential information contained in this document, marked by ***, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.


91
SIGNATURES
 
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on Form 20-F filed on its behalf.
 
 
IONEER LTD
 

 
By:
/s/ Bernard Rowe
  
 
Bernard Rowe
 
Managing Director and Chief Executive Officer
Date: October 27, 2023
 


92
EX-4.2 2 ef20011049_ex4-2.htm EXHIBIT 4.2
Execution Version

Exhibit 4.2

AMENDMENT TO
UNIT PURCHASE AND SUBSCRIPTION AGREEMENT

This AMENDMENT TO UNIT PURCHASE AND SUBSCRIPTION AGREEMENT (this “Amendment”), dated as of October 29, 2021, is entered into by and among Ioneer Rhyolite Ridge Holdings LLC, a Delaware limited liability company f/k/a Rhyolite Ridge Holdings LLC (the “Company”), ioneer Ltd, a company organized under the laws of Australia (the “ioneer Parent”), and Sibanye Stillwater Limited, a company organized under the laws of South Africa (the “Investor Parent”). The Company, ioneer Parent and Investor Parent are referred to individually herein as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Parties entered into a Unit Purchase and Subscription Agreement on September 16, 2021 (the “Agreement”);

WHEREAS, on October 8, 2021 Investor Parent approved the Company and its subsidiaries changing their respective names, thereby approving the applicable amendments to the organizational documents of such entities, and such name changes were completed on October 19, 2021;

WHEREAS, pursuant to Section 8.10 of the Agreement, the Agreement may be amended by an instrument in writing executed by all Parties and expressly identified as an amendment;

WHEREAS,  the Parties desire to amend the Agreement as contemplated by the terms and conditions of this Amendment; and

WHEREAS, capitalized terms used and not separately defined herein shall have the meanings given to them in the Agreement.

NOW, THEREFORE, for and in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions set forth herein and in the Agreement, the Parties agree as follows:

1.          Amendments to the Agreement.
 

 (a)
All references in the Agreement, including the Exhibits and the Schedules thereto, to “Rhyolite Ridge Holdings LLC”, “Rhyolite Ridge MidCo LLC”, “Rhyolite Ridge LLC” and “Rhyolite SLP LLC” are hereby amended and restated to refer to “Ioneer Rhyolite Ridge Holdings LLC”, “Ioneer Rhyolite Ridge MidCo LLC”, “Ioneer Rhyolite Ridge LLC” and “Ioneer Rhyolite SLP LLC”, respectively, effective as of the effective date of such name changes.
 


 (b)
The first sentence of Section 5.17 of the Agreement is hereby amended and restated in its entirety as follows:
 
“Investor shall file or cause to be filed with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) a Notification and Report Form relating to this Agreement and the transactions contemplated by this Agreement as required by the HSR Act no later than March 31, 2022.”
 
2.          Binding Effect of the Agreement.  Except as expressly amended by Section 1 of this Amendment, the Agreement shall remain in full force and effect in accordance with its terms.
 
3.          Incorporation by Reference.  The Recitals of this Amendment and Section 8.7 (Governing Law) and Section 8.8 (Consent to Jurisdiction; Waiver of Jury Trial) of the Agreement are hereby incorporated herein by reference, modified to the extent necessary to apply to this Amendment.
 
4.          Headings.  The headings in this Amendment are inserted for convenience of reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this Amendment.
 
5.          Invalidity.  In the event that any one or more of the provisions contained in this Amendment or in any other instrument referred to herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Amendment or any other such instrument.
 
6.          Counterparts.  This Amendment may be executed in one or more counterparts, each of which when executed shall be deemed an original but all of which shall constitute one and the same amendment. Delivery of an executed signature page of this Amendment by facsimile or other customary means of electronic transmission (e.g., “pdf” or signature via DocuSign or similar services) shall be effective as delivery of a manually executed counterpart hereof. 
 
[Signature Pages Follow]

2
IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Amendment as of the date first above written.
 
 
IONEER RHYOLITE RIDGE HOLDINGS LLC
   
 
By:
/s/ Bernard Rowe
 
Name:
Bernard Rowe
 
Title:
President

Signature Page to Amendment to Unit Purchase and Subscription Agreement
 

 
SIGNED for IONEER LTD. in accordance with section 127 of the Corporations Act 2001
(Cth):
   
 
By:
/s/ Bernard Rowe
 
Name:
Bernard Rowe
 
Title:
Director
 
 
By:
/s/ Ian Bucknell
 
Name:
Ian Bucknell
 
Title:
Secretary

Signature Page to Amendment to Unit Purchase and Subscription Agreement


 
SIBANYE STILLWATER LIMITED
 
 
By:
/s/ Neal Froneman
 
Name:
Neal Froneman
 
Title:
CEO

Signature Page to Amendment to Unit Purchase and Subscription Agreement


EX-4.3 3 ef20011049_ex4-3.htm EXHIBIT 4.3
Exhibit 4.3

SECOND AMENDMENT TO
UNIT PURCHASE AND SUBSCRIPTION AGREEMENT

This SECOND AMENDMENT TO UNIT PURCHASE AND SUBSCRIPTION AGREEMENT (this “Amendment”), dated as of March 31, 2022, is entered into by and among Ioneer Rhyolite Ridge Holdings LLC, a Delaware limited liability company f/k/a Rhyolite Ridge Holdings LLC (the “Company”), ioneer Ltd, a company organized under the laws of Australia (the “ioneer Parent”), and Sibanye Stillwater Limited, a company organized under the laws of South Africa (the “Investor Parent”). The Company, ioneer Parent and Investor Parent are referred to individually herein as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Parties entered into a Unit Purchase and Subscription Agreement on September 16, 2021, which was amended by that certain Amendment to Unit Purchase and Subscription Agreement, dated as of November 3, 2021, and that certain Amendment to Attachments of Unit Purchase and Subscription Agreement, dated as of December 14, 2021 (the “Agreement”);

WHEREAS, pursuant to Section 8.10 of the Agreement, the Agreement (including any Exhibits thereto) may be amended by an instrument in writing executed by all Parties and expressly identified as an amendment;

WHEREAS,  the Parties desire to amend the Agreement and Exhibit A of the Agreement as contemplated by the terms and conditions of this Amendment; and

WHEREAS, capitalized terms used and not separately defined herein shall have the meanings given to them in the Agreement.

NOW, THEREFORE, for and in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions set forth herein and in the Agreement, the Parties agree as follows:

1.          Amendments to the Agreement.
 

 (a)
The first sentence of Section 5.17 of the Agreement is hereby amended and restated in its entirety as follows:
 
“Investor shall file or cause to be filed with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) a Notification and Report Form relating to this Agreement and the transactions contemplated by this Agreement as required by the HSR Act no later than June 30, 2022.”
 


 (b)
The second sentence of each of (i) footnote 5, which is footnoted in Section 8.2(a), of Exhibit A of the Agreement and (ii) footnote 6, which is footnoted in Section 8.2(f), of Exhibit A of the Agreement is hereby amended and restated in its entirety as follows:
 
“Parties to work to come to agreement by June 30, 2022.”
 
2.          Binding Effect of the Agreement.  Except as expressly amended by Section 1 of this Amendment, the Agreement shall remain in full force and effect in accordance with its terms.
 
3.          Incorporation by Reference.  The Recitals of this Amendment and Section 8.7 (Governing Law) and Section 8.8 (Consent to Jurisdiction; Waiver of Jury Trial) of the Agreement are hereby incorporated herein by reference, modified to the extent necessary to apply to this Amendment.
 
4.          Headings.  The headings in this Amendment are inserted for convenience of reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this Amendment.
 
5.          Invalidity.  In the event that any one or more of the provisions contained in this Amendment or in any other instrument referred to herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Amendment or any other such instrument.
 
6.          Counterparts.  This Amendment may be executed in one or more counterparts, each of which when executed shall be deemed an original but all of which shall constitute one and the same amendment. Delivery of an executed signature page of this Amendment by facsimile or other customary means of electronic transmission (e.g., “pdf” or signature via DocuSign or similar services) shall be effective as delivery of a manually executed counterpart hereof. 
 
[Signature Pages Follow]

2
IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Amendment as of the date first above written.

 
IONEER RHYOLITE RIDGE HOLDINGS LLC
   
 
By:
/s/ Bernard Rowe
 
Name:
Bernard Rowe
 
Title:
President

Signature Page to Second Amendment to Unit Purchase and Subscription Agreement

 
SIGNED for IONEER LTD. in accordance with section 127 of the Corporations Act 2001 (Cth):
   
 
By:
/s/ Bernard Rowe
 
Name:
Bernard Rowe
 
Title:
Director
   
 
By:
/s/ Ian Bucknell
 
Name:
Ian Bucknell
 
Title:
Secretary

Signature Page to Second Amendment to Unit Purchase and Subscription Agreement


 
SIBANYE STILLWATER LIMITED
   
 
By:
/s/ Neal Froneman
 
Name:
Neal Froneman
 
Title:
CEO

Signature Page to Second Amendment to Unit Purchase and Subscription Agreement


EX-4.4 4 ef20011049_ex4-4.htm EXHIBIT 4.4
EXECUTION VERSION

Exhibit 4.4
 
THIRD AMENDMENT TO UNIT
PURCHASE AND SUBSCRIPTION AGREEMENT
 
This THIRD AMENDMENT TO UNIT PURCHASE AND SUBSCRIPTION AGREEMENT (this “Amendment”), dated as of June 21, 2022, is entered into by and among Ioneer Rhyolite Ridge Holdings LLC, a Delaware limited liability company f/k/a Rhyolite Ridge Holdings LLC (the “Company”), ioneer Ltd, a company organized under the laws of Australia (the “ioneer Parent”), and Sibanye Stillwater Limited, a company organized under the laws of South Africa (the “Investor Parent”). The Company, ioneer Parent and Investor Parent are referred to individually herein as a “Party” and collectively as the “Parties.”
 
RECITALS
 
WHEREAS, the Parties entered into a Unit Purchase and Subscription Agreement on September 16, 2021, which was amended by that certain Amendment to Unit Purchase and Subscription Agreement, dated as of November 3, 2021, that certain Amendment to Attachments of Unit Purchase and Subscription Agreement, dated as of December 14, 2021, and that certain Second Amendment to Unit and Purchase and Subscription Agreement, dated as of March 31, 2022 (the “Agreement”);
 
WHEREAS, pursuant to Section 8.10 of the Agreement, the Agreement (including any Exhibits thereto) may be amended by an instrument in writing executed by all Parties and expressly identified as an amendment;
 
WHEREAS, the Parties desire to amend the Agreement and Exhibit A of the Agreement as contemplated by the terms and conditions of this Amendment; and
 
WHEREAS, capitalized terms used and not separately defined herein shall have the meanings given to them in the Agreement.
 
NOW, THEREFORE, for and in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions set forth herein and in the Agreement, the Parties agree as follows:
 
1.          Amendments to the Agreement.
 

 (a)
The first sentence of Section 5.17 of the Agreement is hereby amended and restated in its entirety as follows:
 
“Investor shall file or cause to be filed with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) a Notification and Report Form relating to this Agreement and the transactions contemplated by this Agreement as required by the HSR Act no later than December 31, 2022.”
 




 (b)
The second sentence of each of (i) footnote 5, which is footnoted in Section 8.2(a), of Exhibit A of the Agreement and (ii) footnote 6, which is footnoted in Section 8.2(f), of Exhibit A of the Agreement is hereby amended and restated in its entirety as follows:
 
“Parties to work to come to agreement by December 31, 2022.”
 
2.          Binding Effect of the Agreement. Except as expressly amended by Section 1 of this Amendment, the Agreement shall remain in full force and effect in accordance with its terms.
 
3.          Incorporation by Reference. The Recitals of this Amendment and Section 8.7 (Governing Law) and Section 8.8 (Consent to Jurisdiction; Waiver of Jury Trial) of the Agreement are hereby incorporated herein by reference, modified to the extent necessary to apply to this Amendment.
 
4.          Headings. The headings in this Amendment are inserted for convenience of reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this Amendment.
 
5.          Invalidity. In the event that any one or more of the provisions contained in this Amendment or in any other instrument referred to herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Amendment or any other such instrument.
 
6.          Counterparts. This Amendment may be executed in one or more counterparts, each of which when executed shall be deemed an original but all of which shall constitute one and the same amendment. Delivery of an executed signature page of this Amendment by facsimile or other customary means of electronic transmission (e.g., “pdf” or signature via DocuSign or similar services) shall be effective as delivery of a manually executed counterpart hereof.
 
[Signature Pages Follow]
 
2
IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Amendment as of the date first above written.
 
 
IONEER RHYOLITE RIDGE HOLDINGS LLC
   
 
By:
/s/ Bernard Rowe
 
Name:
Bernard Rowe
 
Title:
President

Signature Page to Third Amendment to Unit Purchase and Subscription Agreement




 
SIGNED for IONEER LTD. in accordance with
section 127 of the Corporations Act 2001 (Cth):
 
 
By:
/s/ Bernard Rowe
 
Name:
Bernard Rowe
 
Title:
Director
   
 
By:
/s/ Ian Bucknell
 
Name:
Ian Bucknell
 
Title:
Secretary

Signature Page to Third Amendment to Unit Purchase and Subscription Agreement




 
SIBANYE STILLWATER LIMITED
   
 
By:
/s/ Neal Froneman
 
Name:
Neal Froneman
 
Title:
CEO

Signature Page to Third Amendment to Unit Purchase and Subscription Agreement


EX-4.5 5 ef20011049_ex4-5.htm EXHIBIT 4.5
EXECUTION VERSION

Exhibit 4.5
 
Certain confidential information contained in this document, marked by asterisks, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
 
FOURTH AMENDMENT AND SUPPLEMENT TO UNIT
PURCHASE AND SUBSCRIPTION AGREEMENT
 
This FOURTH AMENDMENT AND SUPPLEMENT TO UNIT PURCHASE AND SUBSCRIPTION AGREEMENT (this “Amendment”), dated as of December 27, 2022, is entered into by and among Ioneer Rhyolite Ridge Holdings LLC, a Delaware limited liability company f/k/a Rhyolite Ridge Holdings LLC (the “Company”), ioneer Ltd, a company organized under the laws of Australia (the “ioneer Parent”), and Sibanye Stillwater Limited, a company organized under the laws of South Africa (the “Investor Parent”). The Company, ioneer Parent and Investor Parent are referred to individually herein as a “Party” and collectively as the “Parties.”
 
RECITALS
 
WHEREAS, the Parties entered into a Unit Purchase and Subscription Agreement on September 16, 2021, which was amended by that certain Amendment to Unit Purchase and Subscription Agreement, dated as of November 3, 2021, that certain Amendment to Attachments of Unit Purchase and Subscription Agreement, dated as of December 14, 2021, that certain Second Amendment to Unit and Purchase and Subscription Agreement, dated as of March 31, 2022 and that certain Third Amendment to Unit and Purchase and Subscription Agreement, dated as of June 21, 2022 (as amended, the “Agreement”);
 
WHEREAS, pursuant to Section 8.10 of the Agreement, the Agreement (including any Exhibits thereto) may be amended by an instrument in writing executed by all Parties and expressly identified as an amendment;
 
WHEREAS, the Parties desire to amend and supplement the Agreement and Exhibit A of the Agreement as contemplated by the terms and conditions of this Amendment; and
 
WHEREAS, capitalized terms used and not separately defined herein shall have the meanings given to them in the Agreement.
 
NOW, THEREFORE, for and in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions set forth herein and in the Agreement, the Parties agree as follows:
 
1.          Amendments to the Agreement.
 

 (a)
Section 1.1 of the Agreement is hereby amended to include each of the following definitions (which shall appear in Section 1.1 of the Agreement in their respective corresponding location based on alphabetical order):
 



““Approved Feasibility Study” has the meaning set forth in Section 2.3(g).”
 
““BLM” has the meaning set forth in Section 2.3(g).”
 
““Consulting Firm” has the meaning set forth in Section 2.3(g).”
 
““DOE” means the United States Department of Energy.”
 
““Escrow Agreement” has the meaning set forth in Section 5.22.”
 
““Indemnification Agreement” has the meaning set forth in Section 5.21.”
 
““Joint and Several Obligations” has the meaning set forth in Section 2.3(j).”
 
““Longstop Extension Decision” has the meaning set forth in Section 7.1(a).”
 
““ROD Permitted Area” has the meaning set forth in Section 2.3(g).”
 
““Steering Committee” has the meaning set forth in Section 5.12.”
 
““Subpart 1300” has the meaning set forth in Section 2.3(g).”
 

 (b)
Section 1.1 of the Agreement is hereby amended to delete in its entirety the following definition:
 
““Technical Committee” has the meaning set forth in Section 5.12.”
 

 (c)
Section 1.1 of the Agreement is hereby amended to replace in their entirety the respective following definitions, which shall read as follows:
 
““Independent Engineer” has the meaning set forth in Section 2.3(i).”
 
““Project” means the ownership, development, financing, construction, operation and maintenance of the Rhyolite Ridge Lithium-Boron Project in Esmeralda County, Nevada, as further initially identified in the Execution Date Consolidated Project Budget and Feasibility Study, and, from and after completion and delivery to Investor Parent of an Approved Feasibility Study, as further identified in such Approved Feasibility Study.”
 

 (d)
Section 2.2(b) of the Agreement is hereby amended and restated in its entirety as follows:
 
“(b) [Reserved]”
 

 (e)
Section 2.2(c) of the Agreement is hereby amended and restated in its entirety as follows:
 
2
“(c) Financing. (i) The Company, the Ioneer Members or the other applicable parties shall have secured binding commitments for the issuance or incurrence of the Financing on terms and conditions that are compliant with Section 5.9(b) and reasonably satisfactory to the Company, Investor Parent and ioneer Parent (subject to the terms and conditions of the Financing being compliant with Section 5.9(b)) in an aggregate amount not less than the Third Party Financing Amount less the aggregate funding for the Project committed or funded to the Company pursuant to Section 5.9(d) (if any) by or on behalf of either Party (provided that the resulting aggregate amount shall comply with the minimum debt to equity ratio of *** provided in Section 5.9(b), and provided further that under no circumstances shall the terms and conditions of the Financing include, without Investor Parent’s prior written consent, commitments and obligations of Investor or Investor Parent that are in excess of those made by Investor or Investor Parent, as applicable, pursuant to the Agreement), and (ii) all conditions precedent to the closing of the Financing, shall have been satisfied or waived (as applicable) in full, other than those which will be satisfied substantially simultaneously with such closing.”
 

 (f)
Section 2.2 of the Agreement is hereby amended by adding a new Section 2.2(e) of the Agreement, which shall appear immediately following Section 2.2(d) of the Agreement, and which shall read as follows:
 
“(e) Final Investment Decision. The board of directors of Investor Parent shall have made a final investment decision affirming Investor Parent’s commitment to proceed with the Project based on, among other matters, the Approved Feasibility Study, within eight (8) weeks of delivery to Investor Parent of the Approved Feasibility Study.”
 

 (g)
Section 2.3 of the Agreement is hereby amended by adding new Section 2.3(g), Section 2.3(h), Section 2.3(i) and Section 2.3(j) of the Agreement, which shall appear in their respective corresponding location immediately following Section 2.3(f) of the Agreement, and which shall read as follows:
 
3
“(g) Approved Feasibility Study. (i) ioneer Parent shall have delivered a feasibility study (within the meaning of Subpart 1300 of the Securities and Exchange Commission’s Regulation S-K, as amended from time to time (“Subpart 1300”)), prepared by ioneer Parent (A) following completion of all key design documents for the Project, such as piping and instrumentation diagrams (P&ID’s), layouts and electrical single lines, and completion of the Project execution plan, construction plan and overall Project schedule, (B) in accordance with the recommended practices of the Association for the Advancement of Cost Engineering International for a Class 2 Estimate (as set out in AACE International Recommended Practice No. 47R-11, Cost Estimate Classification System - As applied in Engineering, Procurement, And Construction For The Mining And Mineral Processing Industries, August 7, 2020 edition, as amended from time to time, and associated documents available from time to time on the www.aacei.org website), (C) in respect of each of (x) an area within the geographic area fully permitted pursuant to the Mine Plan of Operations submitted to the U.S. Bureau of Land Management (the “BLM”) on July 15, 2022, as amended from time to time, as reflected in the Record of Decision issued by the BLM in respect thereof (the “ROD Permitted Area”), and (y) any adjacent contiguous geographic area that ioneer Parent may determine, respectively, and (D) reviewed and certified by SRK Consulting or another independent internationally recognized leading resource consulting firm designated by Investor Parent (the “Consulting Firm”) as compliant with Subpart 1300 and such recommended practices and for completeness and technical accuracy (the “Approved Feasibility Study”) and (ii) the Company or its authorized contractor, as applicable, shall have obtained in respect of the ROD Permitted Area, (A) all Permits set forth in the Approved Feasibility Study as necessary for the development and construction of the Project and (B) all Permits otherwise necessary for the Project other than, in the case of (B) only, (x) such Permits related to the operation or maintenance of the Project that would ordinarily be obtained at a later date in the ordinary course, (y) the “Radio Communication Authorization” and the “Explosives Permit”, which are granted by the Federal Communications Commission and the US Department of Treasury, Bureau of Alcohol, Tobacco, Firearms and Explosives, respectively, and which would ordinarily be obtained only once construction has commenced and (z) minor construction Permits granted by state or local Governmental Authorities that, in accordance with good industry practice for construction projects on federally administered land in Nevada, are obtained only once construction has commenced, and which, in the case of (x), (y) and (z), ioneer Parent reasonably believes will be obtained in the ordinary course without material conditions or material delay. Investor Parent and ioneer Parent shall jointly engage the Consulting Firm for purposes of the foregoing review and certification, and the fees, costs and expenses thereof shall be shared equally by Investor Parent and ioneer Parent.”
 
“(h) Sufficient Cash. ioneer Parent shall have (i) sufficient freely available cash to fund any equity contribution required to be made by it, as per the Consolidated Project Budget, to maintain at least a ***% interest in the Company, and shall fund the same at Closing to the extent required at Closing, and (ii) placed into escrow, pursuant to the Escrow Agreement, $*** of cash in support of ioneer Parent’s obligations to the relevant lenders or debt providers for any amounts required to be paid by it under any guarantee required under the Financing Documents. Such amount shall be in addition to any amounts required to be placed by ioneer Parent or its Subsidiaries into any reserve, support or similar accounts under the Financing Documents.”

4
“(i) Phase 1 Required Permits. (i) The Company or its authorized representative or construction contractor, as applicable, shall have obtained the Phase 1 Required Permits, and (ii) no condition, limitation, or restriction of any kind shall have been made, issued or otherwise required or imposed pursuant to or in connection with the granting of any of the Phase 1 Required Permits, except as would not reasonably be expected to result, individually or in the aggregate in (A) a net reduction of reserves (contained metal on a lithium equivalent basis) permitted or authorized to be mined in the Phase 1 Geographic Area of ***% or more, after taking into account any increase in reserves (contained metal on a lithium equivalent basis) permitted or authorized to be mined in the Phase 1 Geographic Area resulting from (x) reclassification of resources to reserves (contained metal on a lithium equivalent basis) and/or (y) conversion of undrilled areas into reserves (contained metal on a lithium equivalent basis), in each case as certified by the Independent Engineer, with such certificate to be delivered to the Company and Investor, (B) a reduction of ***% or more of the expected net present value of the Project as set forth in the Feasibility Study as a result of an increase in operating or capital costs, a decrease in mineral reserves (contained metal on a lithium equivalent basis) or a degradation in mineral quality, or any combination of the foregoing, as a result of or in connection with any condition, limitation or restriction issued or otherwise required or imposed related to Tiehm’s buckwheat pursuant to or in connection with any of the Phase 1 Required Permits, as certified by the Independent Engineer (with all other assumptions included in the Feasibility Study deemed to remain unchanged), or (C) a Material Adverse Effect. The “Independent Engineer” shall be an independent engineering firm appropriately qualified with significant experience assessing projects similar to the Project in the United States selected by the Company within *** days of the obtainment of the Phase 1 Required Permits, subject to the prior approval, acting reasonably, of Investor.
 
“(j) Recovery under the Financing Documents. If Investor Parent agrees to the proposed Financing Documents and such Financing Documents include any obligations of Investor Parent and ioneer Parent on a joint and several basis, including the obligation to provide certain guarantees and/or debt service undertakings (“Joint and Several Obligations”), Investor Parent and ioneer Parent shall have entered into the Indemnification Agreement, mutually agreeable to the Parties, providing, inter alia, that (i) each of Investor Parent and ioneer Parent shall, from and after the Closing, indemnify, defend and hold harmless the other Party and such other Party’s equity holders and Affiliates, and their respective managers, directors, officers, employees and agents, for any amounts paid by such other Party under the Financing Documents in excess of the amount resulting from multiplying (x) such other Party’s pro rata Membership Interest in the Company by (y) the aggregate amounts paid by Investor Parent and ioneer Parent and their respective managers, directors, officers, employees and agents under the Financing Documents, and (ii) ioneer Parent shall pay to Investor Parent at the time of signing of the relevant Financing Documents containing such Joint and Several Obligations, and each anniversary thereof, a ticking fee amounting to ***% per annum on an amount representing ***% of the amount guaranteed or committed by Investor Parent under any Joint and Several Obligation required under the Financing Documents.”
 
5

 (h)
Section 2.7(b) of the Agreement is hereby amended and restated in its entirety as follows:
 
“(b) a certificate signed by a senior executive officer of the Company and ioneer Parent dated as of the Closing Date, stating that the conditions set forth in Section 2.3(a), Section 2.3(b) and Section 2.3(h) have been satisfied;”
 

 (i)
Section 3.19(b) of the Agreement is hereby amended and restated in its entirety as follows:
 
“(b) The Execution Date Permits, together with the Phase 1 Required Permits and Phase 2 Required Permits set forth on Schedule 1.1-RP and the Permits set forth in the Approved Feasibility Study, constitute all Permits necessary to construct and develop the Project, other than (i) the “Radio Communication Authorization” and the “Explosives Permit”, which are granted by the Federal Communications Commission and the US Department of Treasury, Bureau of Alcohol, Tobacco, Firearms and Explosives, respectively, and which would ordinarily be obtained only once construction has commenced and (ii) minor construction Permits granted by state or local Governmental Authorities that, in accordance with good industry practice for construction projects on federally administered land in Nevada, are obtained only once construction has commenced, and which, in the case of (i) and (ii), ioneer Parent reasonably believes will be obtained in the ordinary course without material conditions or material delay.”
 

 (j)
Section 5.1(c)(iii) of the Agreement is hereby amended and restated in its entirety as follows:
 
“(iii) notwithstanding the foregoing, any proposed changes to the Consolidated Project Budget or the Project Work Plan and any material proposed changes to the Project from time to time shall be discussed first by the Steering Committee established pursuant to Section 5.12, and the Company shall use its commercially reasonable efforts to incorporate any reasonable comments thereon or changes thereto made by Investor to any such proposed changes.”
 

 (k)
Section 5.2(a) of the Agreement is hereby amended and restated in its entirety as follows:
 
“(a) Efforts to Consummate Generally. Subject to the terms and conditions of this Agreement, each of the Parties will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Law to consummate the transactions contemplated by this Agreement, including, except as set forth in the last sentence of this Section 5.2(a), using commercially reasonable efforts to cause the conditions precedent set forth in Article II to be satisfied, obtain all necessary waivers, consents, approvals, permits, orders or authorizations (including the expiration or termination of any waiting periods) from Governmental Authorities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any) and take all steps as may be necessary to avoid, or to have terminated, if begun, any proceeding by any Governmental Authority by the Closing Date and obtain all necessary waivers, consents, approvals, permits, orders or authorizations from other third parties. Without limiting the generality of the foregoing, the Company shall use its commercially reasonable efforts to obtain the Permits set forth in the conditions precedent under Section 2.3(g)(ii) and Section 2.3(i) as promptly after the Execution Date as possible. Notwithstanding this Section 5.2(a) or anything to the contrary contained in this Agreement, Investor Parent shall be under no obligation to accept the terms and conditions of the Financing and the board of directors of Investor Parent shall be under no obligation to affirm Investor Parent’s commitment to proceed with the Project.”
 
6

 (l)
Section 5.2(b) of the Agreement is hereby amended and restated in its entirety as follows:
 
“(b) As from the date of this Agreement, the Company will keep Investor regularly informed, as reasonably requested by Investor from time to time, as to the progress of the Permits, registrations, declarations and filings and other actions necessary to cause the conditions precedent set forth in Sections 2.2, 2.3(d) and 2.3(i) to be satisfied and as to the satisfaction of each such condition.”
 

 (m)
Section 5.9(a) of the Agreement is hereby amended and restated in its entirety as follows:
 
“(a) The Company shall use its commercially reasonable efforts to secure the Financing as promptly after the Execution Date as possible. The Company shall keep Investor Parent and its counsel regularly informed as to the progress of the Financing. Investor Parent and its counsel shall have the right to (i) participate in all material Financing discussions with the DOE and any other actual or potential lenders and (ii) review and comment on drafts of all agreements as they are provided to the Company or, if prepared on behalf of the Company, shared with Investor Parent and its counsel for comment prior to delivery to the DOE and/or any other actual or potential lenders. The Company shall use commercially reasonable efforts to incorporate any comments made by Investor Parent and its counsel thereon.”
 

 (n)
Section 5.12 of the Agreement is hereby amended and restated in its entirety as follows:
 
7
“Section 5.12 Steering Committee. ioneer Parent and Investor Parent hereby establish a Steering Committee (the “Steering Committee”), which shall consist of up to six (6) members, up to three (3) of which shall be designated by ioneer Parent and up to three (3) of which shall be designated by Investor Parent. The Steering Committee shall meet to discuss and review issues of a commercial, financial and technical nature concerning the Project, including the work being performed by the Consulting Firm as set forth in this Agreement and matters with respect to risks, Permits, technical assurance to the Consolidated Project Budget and the Project Work Plan. Any material contract proposed to be entered into or amended by the Company or any of its Subsidiaries or otherwise relevant to the Project and any proposed material changes to the Project, the Mine Plan of Operations submitted to the BLM on July 15, 2022, the Consolidated Project Budget, the Project Work Plan, or the Project schedule, construction and execution plans will be discussed in the Steering Committee and ioneer Parent shall consider in good faith any matters related thereto and comments thereon raised by Investor Parent and representatives of Investor Parent. Each member of the Steering Committee shall be permitted to conduct at least four site visits per year at reasonable intervals of time and upon reasonable advance notice to the Company; provided, however, that such site visits may be conditioned upon such Steering Committee members executing any applicable liability waivers or other documents reasonably requested by the Company and complying with all applicable policies and procedures of the Company with respect to site visitors. The Steering Committee shall meet (including remotely) at least on a monthly basis unless otherwise agreed by ioneer Parent and Investor Parent. In addition to any regularly scheduled meetings, any member of the Steering Committee may call a meeting of the Steering Committee on no less than 72 hours’ advance notice. The Steering Committee shall be disbanded upon the Closing.”
 

 (o)
The first sentence of Section 5.17 of the Agreement is hereby amended and restated in its entirety as follows:
 
“Investor shall file or cause to be filed with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) a Notification and Report Form relating to this Agreement and the transactions contemplated by this Agreement as required by the HSR Act no later than June 30, 2023.”
 

 (p)
Article V of the Agreement is hereby amended by adding new Section 5.20, Section 5.21, Section 5.22 and Section 5.23, which shall appear in their respective corresponding location immediately following Section 5.19 of the Agreement, and which shall read as follows:
 
“Section 5.20 Project Analysis. The Parties shall cooperate on the preparation and delivery by the Consulting Firm by June 30, 2023 of a detailed analysis of the Project study identifying and setting forth in detail the additional technical and other work required to be performed in respect of each of the geographic areas set forth in Section 2.3(g)(i)(C)(x) and (y) of the Agreement, in order to undertake and complete an Approved Feasibility Study. Investor Parent and ioneer Parent shall jointly engage the Consulting Firm to perform the work set forth in the immediately preceding sentence. The Consulting Firm shall provide feedback jointly to Investor Parent and ioneer Parent and the fees, costs and expenses thereof shall be shared equally by Investor Parent and ioneer Parent.”
 
8
“Section 5.21 Indemnification Agreement. The Parties shall use their respective commercially reasonable efforts to negotiate in good faith a definitive indemnification agreement establishing the terms and conditions set forth in Section 2.3(j) (the “Indemnification Agreement”), to be entered into by the Parties prior to Closing on terms and conditions mutually agreeable to the Parties.”
 
“Section 5.22 Escrow Agreement. The Parties shall use their respective commercially reasonable efforts to negotiate in good faith a definitive escrow agreement establishing an account for the cash funding described in Section 2.3(h)(ii) (the “Escrow Agreement”), to be entered into by the Parties prior to Closing on terms and conditions, and with an escrow agent, in each case, mutually agreeable to the Parties.”
 
“Section 5.23 Notice of Board Action. Investor Parent shall notify the Company and ioneer Parent of any definitive decision by the board of directors of Investor Parent based on, among other matters, the Approved Feasibility Study, (x) affirming its commitment to proceed with the Project or (y) determining that it will not proceed with the Project promptly following (and in any event, no later than seventy-two (72) hours following) any such decision of the board of directors of Investor Parent.”
 

 (q)
Section 7.1(a) of the Agreement is hereby amended and restated in its entirety as follows:
 
“(a) by any Party if the conditions set forth in Article II are not satisfied or, where applicable, waived, by the date (the “Longstop Date”) that is the earlier of (i) six (6) months following the completion and delivery to Investor Parent of the Approved Feasibility Study, (ii) two (2) years following a positive Record of Decision issued by the BLM in respect of the Mine Plan of Operations submitted to the BLM on July 15, 2022 and (iii), if the Approved Feasibility Study has not been completed and delivered to Investor Parent and there has not been a positive Record of Decision issued by the BLM in respect of the Mine Plan of Operations submitted to the BLM on July 15, 2022, December 27, 2025; provided, however, that if at any time during such period (x) a Governmental Authority shall have enacted, issued, promulgated, enforced or entered any decision, injunction, ruling, Law or order (whether temporary, preliminary or permanent), including a decision, injunction, ruling, Law or order affecting the validity or effectiveness of a Permit that is in effect, that enjoins or otherwise prohibits or makes illegal the construction of the Project, or (y) any person has lodged any appeal related to any Permit granted by a Governmental Authority that is required for the ongoing development, construction or operation of the Project that operates as an injunction, ruling, or order that enjoins or otherwise prohibits or makes illegal the construction of the Project (each of (x) and (y), a “Longstop Extension Decision”), then Investor Parent may elect, at its discretion, to cause the Longstop Date then in effect to be suspended for the period of time that the Longstop Extension Decision remains in effect, plus an additional three (3) months, which election shall be made by providing notice thereof to the Company and ioneer Parent on or prior to the Longstop Date then in effect; provided, further, however, that a Party shall not have the foregoing right to terminate if, at the time of such termination, such Party is in material breach of any of its covenants contained herein such as would result in any of the closing conditions set forth in Section 2.2, 2.3 or 2.4 not being satisfied.”
 
9

 (r)
Section 7.1 of the Agreement is hereby amended by adding new Section 7.1(h) and Section 7.1(i) of the Agreement, which shall appear in their respective corresponding location immediately following Section 7.1(g) of the Agreement, and which shall read as follows:
 
“(h) by ioneer Parent if after both (i) delivery to Investor Parent of the Approved Feasibility Study and (ii) the proposed Financing Documents have been substantially finalized, the DOE or any other relevant lenders under the proposed Financing Documents have notified Investor Parent in writing that they are not willing to accommodate changes proposed by Investor Parent or its counsel in the Financing Documents pursuant to Section 5.9(a) or otherwise and Investor Parent thereafter fails to agree proposed Financing Documents within eight (8) weeks of such notification.”
 
“(i) by any Party if, within eight (8) weeks of delivery to Investor Parent of the Approved Feasibility Study, the board of directors of Investor Parent has not affirmed its commitment to proceed with the Project on the basis of the Approved Feasibility Study, exercisable by the terminating Party providing notice in writing to the other Parties no later than 12 weeks after delivery to Investor Parent of an Approved Feasibility Study.”
 

 (s)
Section 7.2(c) of the Agreement is hereby amended and restated in its entirety as follows:
 
“(c) In the event that (i)(A) this Agreement is terminated pursuant to Section 7.1(a) as a result of any of the conditions set forth in Section 2.3(g)(ii) or Section 2.3(i) not being satisfied by the Longstop Date and (B) the conditions set forth in Section 2.2(c)(i) and Section 2.2(d) are (x) satisfied, (y) waived or (z) not satisfied, but only if the failure to satisfy any of such conditions is caused, or is reasonably expected to be caused, by the failure to satisfy any of the conditions set forth in Section 2.3(g)(ii) or Section 2.3(i), by reference to such time of termination rather than at Closing, and (ii) within six (6) months of the date of termination, the Permits referred to in Section 7.2(c)(i)(A) are obtained and ioneer Parent or any of its Affiliates enters into a binding agreement with a third party for the equity financing of all or part of the Project and the transactions contemplated by such binding agreement are thereafter consummated, then (x) ioneer Parent shall notify Investor Parent immediately of the consummation of such equity financing transaction and (y) within *** (***) Business Days after the consummation of such equity financing transaction, ioneer Parent shall pay Investor Parent a lump-sum amount in cash equal to $*** via wire transfer to an account designated by Investor Parent.”
 
10

 (t)
Footnote 3, which is footnoted in Section 2.4 of Exhibit A of the Agreement, is hereby amended and restated in its entirety as follows:
 
“Note to draft: To be updated to refer to the Approved Feasibility Study.”
 

 (u)
The second sentence of each of (i) footnote 5, which is footnoted in Section 8.2(a), of Exhibit A of the Agreement, and (ii) footnote 6, which is footnoted in Section 8.2(f), of Exhibit A of the Agreement is hereby amended and restated in its entirety as follows:
 
“Parties to work to come to agreement by June 30, 2023.”
 
2.          Alternative Transaction. The Company and ioneer Parent represent that, from the time of execution of the Unit Purchase and Subscription Agreement on September 16, 2021 through the date of this Amendment, neither ioneer Parent nor its senior management nor (to the Company’s or ioneer Parent’s knowledge) any of ioneer Parent’s representatives have (i) solicited, initiated or taken any intentional action to facilitate or encourage the submission of any Acquisition Proposal or (ii) entered into or participated in any substantive discussions or negotiations with, furnished any confidential information relating to ioneer Parent or any of its Subsidiaries to, or knowingly assisted, participated in, facilitated or encouraged any effort by, any party that has sought (or is seeking) to make an Acquisition Proposal. Furthermore, neither the Company, ioneer Parent nor their respective senior management have any present intention, as of the date of this Amendment, of engaging either directly or through their representatives in the activities set forth in the immediately preceding sentence.
 
“Acquisition Proposal” means any offer, proposal or inquiry relating to, or any third party indication of interest in, or any agreement regarding (i) any acquisition or purchase, direct or indirect, of ***% or more of the consolidated assets of ioneer Parent and its Subsidiaries or ***% or more of the aggregate voting power of ioneer Parent or (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party’s beneficially owning ***% or more of any class of the aggregate voting power of ioneer Parent, or any merger, consolidation, share exchange, scheme of arrangement, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving ioneer Parent or any of its Subsidiaries.
 
Notwithstanding Section 3.27 of the Agreement, the Parties hereto agree that the representation in this Section 2 of the Amendment shall be regarded as a representation of the Company and ioneer Parent under the Agreement and shall have the same effect as all other representations and warranties of the Company included in Article III of the Agreement, including for purposes of Section 2.3(a) and Article VI of the Agreement.
 
3.          Standstill. (a) Subject to Section 3.(b) and 3.(c) of this Amendment, during the Standstill Period, Investor Parent shall not and shall procure that its Affiliates do not (i) acquire or offer to acquire directly or indirectly, a Relevant Interest in any ioneer Equity Securities or any right or option to acquire any ioneer Equity Securities unless it has received the prior written consent of ioneer Parent; or (ii) enter into any arrangements involving the conferring of rights the economic effect of which is equivalent, or substantially equivalent, to acquiring or holding ioneer Equity Securities.
 
11
(b) Section 3.(a) of this Amendment does not apply (i) to any acquisition made pursuant to (x) a pro-rata entitlement offer (including any accelerated entitlement offer) made by ioneer Parent, including in respect of any shortfall facility, or (y) any other issue of securities by ioneer Parent; (ii) to any acquisition conditional on the approval of shareholders of ioneer Parent under item 7 of section 611 of the Australian Corporations Act 2001 (Cth); (iii) pursuant to participation by Investor Parent in any dividend reinvestment or bonus share scheme of ioneer Parent; (iv) pursuant to a cancellation of capital or a share buy-back by ioneer Parent; or (v) in respect of anything done with the prior written consent or agreement of ioneer Parent.
 
(c) Section 3.(a) of this Amendment shall cease to apply if, after the date of this Amendment, (i) Investor Parent or an Affiliate of Investor Parent makes, or announces  its  intention to make, a change of control proposal for ioneer Parent which is recommended by a majority of the directors of ioneer Parent, (ii) a Competing Proposal is publicly announced by a person other than Investor Parent or an Affiliate of Investor Parent or (iii) a person other than Investor Parent or an Affiliate of Investor Parent (x) holds or acquires a Relevant Interest in ***% or more of the shares of ioneer Parent or (y) directly or indirectly acquires an interest in ***% or more of the shares of ioneer Parent.
 
 For purposes of this Section 3:
 
“Competing Proposal” means any proposal (including a scheme of arrangement) or offer that would if completed substantially in accordance with its terms, result in any person or persons other than Investor Parent or an Affiliate of Investor Parent acquiring (i) an interest in all or a substantial part of the assets or business of ioneer Parent or (ii) a Relevant Interest in ***% or more of the shares of ioneer Parent.
 
“Ioneer Equity Securities” means equity securities of ioneer Parent, as that term is defined in the Listing Rules of the Australian Securities Exchange.
 
“Relevant Interest” has the meaning given to that term in the Australian Corporations Act 2001 (Cth).
 
“Standstill Period” means the period from the date of this Amendment until the first anniversary of the date of this Amendment.
 
4.          Binding Effect of the Agreement; No Waiver. Except as expressly amended hereby, the Agreement shall remain in full force and effect in accordance with its terms. This Amendment shall not, except as expressly provided herein, operate as a waiver or release of any Party under the Agreement, nor constitute a waiver of any provision of the Agreement. Each Party reserves all of their rights under the Agreement except as expressly provided herein.
 
5.          Incorporation by Reference. The Recitals of this Amendment and Section 8.7 (Governing Law) and Section 8.8 (Consent to Jurisdiction; Waiver of Jury Trial) of the Agreement are hereby incorporated herein by reference, modified to the extent necessary to apply to this Amendment.
 
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6.          Headings. The headings in this Amendment are inserted for convenience of reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this Amendment.
 
7.          Invalidity. In the event that any one or more of the provisions contained in this Amendment or in any other instrument referred to herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Amendment or any other such instrument.
 
8.          Counterparts. This Amendment may be executed in one or more counterparts, each of which when executed shall be deemed an original but all of which shall constitute one and the same amendment. Delivery of an executed signature page of this Amendment by facsimile or other customary means of electronic transmission (e.g., “pdf” or signature via DocuSign or similar services) shall be effective as delivery of a manually executed counterpart hereof.
 
[Signature Pages Follow]
 
13
IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Amendment as of the date first above written.
 
 
IONEER RHYOLITE RIDGE HOLDINGS LLC
   
 
By:
/s/ Bernard Rowe
 
Name:
Bernard Rowe
 
Title:
President

Signature Page to Fourth Amendment and Supplement to Unit Purchase and Subscription Agreement
 



 
SIGNED for IONEER LTD. in accordance with section 127 of the Corporations Act 2001 (Cth):
   
 
By:
/s/ Bernard Rowe
 
Name:
Bernard Rowe
 
Title:
Director
   
 
By:
/s/ Ian Bucknell
 
Name:
Ian Bucknell
 
Title:
Secretary

Signature Page to Fourth Amendment and Supplement to Unit Purchase and Subscription Agreement
 



 
SIBANYE STILLWATER LIMITED
   
 
By:
/s/ Neal Froneman
 
Name:
Neal Froneman
 
Title:
CEO

Signature Page to Fourth Amendment and Supplement to Unit Purchase and Subscription Agreement

 
EX-4.6 6 ef20011049_ex4-6.htm EXHIBIT 4.6
EXECUTION VERSION

Exhibit 4.6
 
Certain confidential information contained in this document, marked by asterisks, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
 
FIFTH AMENDMENT AND SUPPLEMENT TO UNIT
PURCHASE AND SUBSCRIPTION AGREEMENT
 
This FIFTH AMENDMENT AND SUPPLEMENT TO UNIT PURCHASE AND SUBSCRIPTION AGREEMENT (this “Amendment”), dated as of January 30, 2023, is entered into by and among Ioneer Rhyolite Ridge Holdings LLC, a Delaware limited liability company f/k/a Rhyolite Ridge Holdings LLC (the “Company”), ioneer Ltd, a company organized under the laws of Australia (the “ioneer Parent”), and Sibanye Stillwater Limited, a company organized under the laws of South Africa (the “Investor Parent”). The Company, ioneer Parent and Investor Parent are referred to individually herein as a “Party” and collectively as the “Parties.”
 
RECITALS
 
WHEREAS, the Parties entered into a Unit Purchase and Subscription Agreement on September 16, 2021, which was amended by that certain Amendment to Unit Purchase and Subscription Agreement, dated as of November 3, 2021, that certain Amendment to Attachments of Unit Purchase and Subscription Agreement, dated as of December 14, 2021, that certain Second Amendment to Unit and Purchase and Subscription Agreement, dated as of March 31, 2022, that certain Third Amendment to Unit and Purchase and Subscription Agreement, dated as of June 21, 2022, and that certain Fourth Amendment and Supplement to Unit and Purchase and Subscription Agreement, dated as of December 27, 2022 (as amended, the “Agreement”);
 
WHEREAS, Ioneer USA Corporation submitted a loan application to the U.S. Department of Energy (the “DOE”), dated October 10, 2021, which was deemed substantially complete on December 15, 2021, and supplemented periodically during the due diligence process conducted by the DOE (as so supplemented, the “Application”). The Application was for a direct loan to the Company under DOE’s Advanced Technology Vehicles Manufacturing Incentive Program, to be made by and through the U.S. Federal Financing Bank. As of January 10, 2023, the DOE, the Company, ioneer Parent, and Investor Parent accepted and agreed to a conditional commitment letter attached as Appendix A hereto (as amended from time to time, the “Conditional Commitment Letter”), which confirmed the understanding and agreement between the parties thereto in connection with the proposed financing for the Project (as defined in the Conditional Commitment Letter);
 
WHEREAS, pursuant to Section 8.10 of the Agreement, the Agreement (including any Exhibits thereto) may be amended or supplemented by an instrument in writing executed by all Parties and expressly identified as an amendment;
 
WHEREAS, the Parties desire to amend and supplement the Agreement as contemplated by the terms and conditions of this Amendment; and
 

WHEREAS, capitalized terms used and not separately defined herein shall have the meanings given to them in the Agreement.
 
NOW, THEREFORE, for and in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions set forth herein and in the Agreement, the Parties agree as follows:
 
1.          Indemnification in Connection with the Conditional Commitment Letter.
 

 (a)
Indemnification.
 

 (i)
ioneer Parent hereby agrees that it shall be responsible for, and shall, as suffered or incurred, indemnify, defend and hold harmless Investor Group and the Company, as applicable, from and against, all Claims, actions or causes of action, assessments, demands, losses, damages, judgments, fines, settlements, Liabilities, indemnification or other payment obligations, costs and expenses, including interest, penalties and reasonable attorneys’, experts’ and accounting fees and expenses of any nature whatsoever (collectively, “DOE Damages”), suffered by, imposed upon or incurred by Investor Group or the Company pursuant to, arising out of, relating to, in connection with or by reason of:
 

 (1)
Section 3 of the Conditional Commitment Letter, including the respective agreements and obligations of Investor and the Company thereunder, other than any DOE Damages suffered by, imposed upon or incurred by Investor Group or the Company pursuant to Section 3(b) of the Conditional Commitment Letter solely to the extent arising out of or relating to any misappropriation of trade secrets or infringement of intellectual property rights by Investor relating to the Project;
 

 (2)
Any breach or alleged breach of Section 4(i) of the Conditional Commitment Letter, but solely to the extent such DOE Damages are caused by, arise from or are based upon a breach or alleged breach of the respective representations and warranties of ioneer Parent or the Company made pursuant thereto;
 

 (3)
Any breach or alleged breach of Section 4(ii), Section 4(iii) or Section 4(v) of the Conditional Commitment Letter; or
 

 (4)
Any breach or alleged breach of Section 4(iv) of the Conditional Commitment Letter, but solely to the extent such DOE Damages are caused by, arise from or are based upon any breach of such Section 4(iv) based upon or relating to any information furnished from time to time by or on behalf of (w) any of ioneer Parent, its equity holders and Affiliates, and their respective managers, directors, officers, employees and agents, but excluding any member of the Investor Group (collectively, the “ioneer Group”), relating to the ioneer Group, excluding the Company and its Subsidiaries and the Project, (x) the ioneer Group or the Company prior to or upon Closing relating to the Company or any of its Subsidiaries or the Project, other than information that is Third Party Pre-Closing Information (as defined below), or (y) the ioneer Group or the Company after Closing relating to the Company or any of its Subsidiaries or the Project without Investor Parent’s prior written consent, not to be unreasonably withheld.
 


 (ii)
Investor Parent agrees that it shall be responsible for, and shall, as suffered or incurred, indemnify, defend and hold harmless ioneer Group and the Company, as applicable, from and against, all DOE Damages suffered by, imposed upon or incurred by ioneer Group or the Company pursuant to, arising out of, relating to, in connection with or by reason of:
 

 (1)
Section 3(b) of the Conditional Commitment Letter, including the respective agreements and obligations of ioneer Parent and the Company thereunder, but solely to the extent the DOE Damages suffered by, imposed upon or incurred by ioneer Parent or the Company pursuant to such Section 3(b) arise out of or relate to any misappropriation of trade secrets or infringement of intellectual property rights by Investor relating to the Project;
 

 (2)
Any breach or alleged breach of Section 4(i) of the Conditional Commitment Letter, but solely to the extent such DOE Damages are caused by, arise from or are based upon a breach or alleged breach of the representations and warranties of Investor Parent made pursuant thereto; or
 

 (3)
Any breach or alleged breach of Section 4(iv) of the Conditional Commitment Letter, but solely to the extent such DOE Damages are caused by, arise from or are based upon any breach or alleged breach of such Section 4(iv) based upon or relating to information furnished from time to time by Investor Group (other than the Company or its Subsidiaries or the Project) relating to the Investor Group (other than the Company or its Subsidiaries or the Project).
 


 (iii)
ioneer Parent and Investor Parent agree that they shall each be responsible for ***% of any DOE Damages suffered by, imposed upon or incurred by ioneer Group, Investor Group or the Company pursuant to, arising out of, relating to, in connection with or by reason of any breach or alleged breach of Section 4(iv) of the Conditional Commitment Letter, but solely to the extent such DOE Damages are caused by, arise from or are based upon any breach or alleged breach of such Section 4(iv) based upon or relating to information (x) furnished from time to time by any of ioneer Group, the Company or Investor Group prior to the Closing with ioneer Parent’s (if such information was furnished by Investor Group) or Investor Parent’s (if such information was furnished by ioneer Group or the Company), prior written consent, not to be unreasonably withheld, conditioned or delayed (provided, that such consent shall be considered granted within *** (***) U.S. business days of ioneer Parent’s or Investor Parent’s, as applicable, notice to Investor Parent or ioneer Parent, respectively, requesting such consent unless the Party receiving such request notifies the requesting Party to the contrary during that period), (y) relating to the Company or any of its Subsidiaries or the Project and (z) prepared by one or more parties unrelated to the ioneer Group or the Investor Group (such information, the “Third Party Pre-closing Information”), and ioneer Parent and Investor Parent shall, as suffered or incurred, indemnify, defend and hold harmless, (A) ioneer Parent and Investor Parent, as applicable, from and against, any such DOE Damages suffered by, imposed upon or incurred by ioneer Parent and Investor Parent, as applicable, in excess of the amount for which it is responsible pursuant to this Section 1(a)(iii), and (B) the Company from and against ***% of any such DOE Damages suffered by, imposed upon or incurred by the Company.
 

 (iv)
ioneer Parent and Investor Parent agree that they shall each be responsible for the amount resulting from multiplying their respective Indemnification Percentage (as defined below) by any DOE Damages suffered by, imposed upon or incurred by ioneer Group, Investor Group or the Company pursuant to, arising out of, relating to, in connection with or by reason of any breach or alleged breach of Section 4(iv) of the Conditional Commitment Letter, but solely to the extent such DOE Damages are caused by, arise from or are based upon any breach or alleged breach of such Section 4(iv) based upon any breach or alleged breach relating to information (x) furnished from time to time by any of the Company, ioneer Group or Investor Group after Closing with ioneer Parent’s (if such information was furnished by Investor Group or the Company) or Investor Parent’s (if such information was furnished by ioneer Group or the Company), as applicable, prior written consent, not to be unreasonably withheld, and (y) relating to the Company or any of its Subsidiaries or the Project, and ioneer Parent and Investor Parent shall, as suffered or incurred, indemnify, defend and hold harmless, (A) ioneer Parent and Investor Parent, as applicable, from and against, any such DOE Damages suffered by, imposed upon or incurred by ioneer Parent and Investor Parent, as applicable, in excess of the amount for which it is responsible pursuant to this Section 1(a)(iv), and (B) the Company, from and against, their respective Indemnification Percentage of any such DOE Damages suffered by, imposed upon or incurred by the Company.
 
“Indemnification Percentage” means, with respect to Investor Parent or ioneer Parent, as applicable, such Person’s and its Subsidiaries’ aggregate ownership percentage of the Company’s total equity at the time the claim for which indemnification is sought is asserted; provided, however, that if Investor Parent or ioneer Parent, as applicable, and its Subsidiaries’ aggregate ownership percentage of the Company’s total equity is higher at the time of the event giving rise to an obligation to indemnify hereunder than at the time the claim for which indemnification is sought is asserted, the Indemnification Percentage shall be measured as of the date of the event giving rise to the obligation to indemnify.
 


 (b)
Expenses. ioneer Parent shall be responsible for any documented costs and expenses incurred by the DOE and payable by any person pursuant to Section 5 of the Conditional Commitment Letter (“DOE Expenses”) and shall, as suffered or incurred, indemnify, defend and hold harmless Investor Group and the Company, as applicable, from and against, any DOE Expenses paid by the Investor Group or the Company to the DOE or any other party pursuant to such Section 5; provided, however, that if the financing contemplated by the Conditional Commitment Letter shall have been consummated and the Closing shall have occurred, (i) Investor Parent shall, promptly following Closing, reimburse ioneer Parent for ***% of any DOE Expenses incurred after the date of the Conditional Commitment Letter and paid by ioneer Parent and (ii) without duplication of any amounts reimbursed by Investor Parent pursuant to Section 1(b)(i), if ioneer Parent or any Affiliate of ioneer Parent (other than the Company and its Subsidiaries) pay after Closing any DOE Expenses, Investor Parent shall, promptly after receipt of ioneer Parent’s invoice therefor, reimburse ioneer Parent for ***% of any such DOE Expenses or such lower percentage equal to Investor Parent’s and its Subsidiaries’ aggregate ownership percentage of the Company’s total equity at such time, as the case may be.
 

 (c)
Application of Indemnity Provisions under the Agreement (Mutatis Mutandis). Except as specifically modified herein, the indemnification provisions contained in this Section 1 shall be subject to the terms and conditions of Section 6.3 (Conditions to Indemnification), Section 6.6 (Recovery) and Section 6.9 (Tax Treatment) of the Agreement (collectively, the “Applicable Indemnity Sections”), which shall in all respects apply (mutatis mutandis) with respect to the indemnification provisions contained in this Section 1. The references in the Applicable Indemnity Sections to “Article VI” as applied to this Section 1 shall be deemed to refer to this Section 1, and references in the Applicable Indemnity Sections to “Damages” as applied to this Section 1 shall be deemed to refer to “DOE Damages”. The Applicable Indemnity Sections, as applied to this Section 1, shall be deemed to have such other changes as shall be necessary to apply to the indemnification provisions contained in this Section 1.
 

 (d)
Survival. The obligations provided for in this Section 1 shall terminate as of the expiration date of each respective representation, warranty, covenant or agreement under the Conditional Commitment Letter, except in each case as to matters for which a specific written claim for indemnity has been delivered to the party from which indemnification is sought on or before such expiration date.
 
2.          Binding Effect of the Agreement; No Waiver.  Except as expressly supplemented hereby, the Agreement shall remain in full force and effect in accordance with its terms. This Amendment shall not, except as expressly provided herein, operate as a waiver or release of any Party under the Agreement, nor constitute a waiver of any provision of the Agreement. Each Party reserves all of their rights under the Agreement except as expressly provided herein.
 

3.          Incorporation by Reference. The Recitals of this Amendment and Section 8.7 (Governing Law) and Section 8.8 (Consent to Jurisdiction; Waiver of Jury Trial) of the Agreement are hereby incorporated herein by reference, modified to the extent necessary to apply to this Amendment.
 
4.          Headings. The headings in this Amendment are inserted for convenience of reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this Amendment.
 
5.          Invalidity. In the event that any one or more of the provisions contained in this Amendment or in any other instrument referred to herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Amendment or any other such instrument.
 
6.          Counterparts. This Amendment may be executed in one or more counterparts, each of which when executed shall be deemed an original but all of which shall constitute one and the same amendment. Delivery of an executed signature page of this Amendment by facsimile or other customary means of electronic transmission (e.g., “pdf” or signature via DocuSign or similar services) shall be effective as delivery of a manually executed counterpart hereof.
 
[Signature Pages Follow]


IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Amendment as of the date first above written.
 
 
IONEER RHYOLITE RIDGE HOLDINGS LLC
   
 
By:
/s/ Bernard Rowe
 
Name:
Bernard Rowe
 
Title:
President

Signature Page to Fifth Amendment and Supplement to Unit Purchase and Subscription Agreement


 
SIGNED for IONEER LTD. in accordance with section 127 of the Corporations Act 2001 (Cth):
   
 
By:
/s/ Bernard Rowe
 
Name:
Bernard Rowe
 
Title:
Director
   
 
By:
/s/ Ian Bucknell
 
Name:
Ian Bucknell
 
Title:
Secretary

Signature Page to Fifth Amendment and Supplement to Unit Purchase and Subscription Agreement


 
SIBANYE STILLWATER LIMITED
   
 
By:
/s/ Neal Froneman
 
Name:
Neal Froneman
 
Title:
CEO

Signature Page to Fifth Amendment and Supplement to Unit Purchase and Subscription Agreement


APPENDIX A
 
CONDITIONAL COMMITMENT LETTER
 
***
 

EX-4.7 7 ef20011049_ex4-7.htm EXHIBIT 4.7
EXECUTION VERSION
Exhibit 4.7
 
SIXTH AMENDMENT AND SUPPLEMENT TO UNIT
PURCHASE AND SUBSCRIPTION AGREEMENT
 
This SIXTH AMENDMENT AND SUPPLEMENT TO UNIT PURCHASE AND SUBSCRIPTION AGREEMENT (this “Amendment”), dated as of June 23, 2023, is entered into by and among Ioneer Rhyolite Ridge Holdings LLC, a Delaware limited liability company f/k/a Rhyolite Ridge Holdings LLC (the “Company”), ioneer Ltd, a company organized under the laws of Australia (the “ioneer Parent”), and Sibanye Stillwater Limited, a company organized under the laws of South Africa (the “Investor Parent”). The Company, ioneer Parent and Investor Parent are referred to individually herein as a “Party” and collectively as the “Parties.”
 
RECITALS
 
WHEREAS, the Parties entered into a Unit Purchase and Subscription Agreement on September 16, 2021, which was amended and/or supplemented by that certain Amendment to Unit Purchase and Subscription Agreement, dated as of November 3, 2021, that certain Amendment to Attachments of Unit Purchase and Subscription Agreement, dated as of December 14, 2021, that certain Second Amendment to Unit and Purchase and Subscription Agreement, dated as of March 31, 2022, that certain Third Amendment to Unit and Purchase and Subscription Agreement, dated as of June 21, 2022, that certain Fourth Amendment and Supplement to Unit and Purchase and Subscription Agreement, dated as of December 27, 2022, and that certain Fifth Amendment and Supplement to Unit and Purchase and Subscription Agreement, dated as of January 30, 2023 (as amended and supplemented, the “Agreement”);
 
WHEREAS, pursuant to Section 8.10 of the Agreement, the Agreement (including any Exhibits thereto) may be amended or supplemented by an instrument in writing executed by all Parties and expressly identified as an amendment;
 
WHEREAS, the Parties desire to amend and supplement the Agreement as contemplated by the terms and conditions of this Amendment; and
 
WHEREAS, capitalized terms used and not separately defined herein shall have the meanings given to them in the Agreement.
 
NOW, THEREFORE, for and in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions set forth herein and in the Agreement, the Parties agree as follows:
 
1.          Amendments to the Agreement.
 

 (a)
The first sentence of Section 5.17 of the Agreement is hereby amended and restated in its entirety as follows:
 
“Investor shall file or cause to be filed with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) a Notification and Report Form relating to this Agreement and the transactions contemplated by this Agreement as required by the HSR Act no later than September 30, 2023.”
 


 (b)
The first sentence of Section 5.20 of the Agreement is hereby amended and restated in its entirety as follows:
 
“The Parties shall cooperate on the preparation and delivery by the Consulting Firm by June 30, 2023, or as soon as practicable thereafter, of a detailed analysis of the Project study identifying and setting forth in detail the additional technical and other work required to be performed in respect of each of the geographic areas set forth in Section 2.3(g)(i)(C)(x) and (y) of the Agreement, in order to undertake and complete an Approved Feasibility Study.”
 

 (c)
The second sentence of each of (i) footnote 5, which is footnoted in Section 8.2(a), of Exhibit A of the Agreement, and (ii) footnote 6, which is footnoted in Section 8.2(f), of Exhibit A of the Agreement is hereby amended and restated in its entirety as follows:
 
“Parties to work to come to agreement by September 30, 2023.”
 
2.          Binding Effect of the Agreement; No Waiver.  Except as expressly amended and supplemented hereby, the Agreement shall remain in full force and effect in accordance with its terms. This Amendment shall not, except as expressly provided herein, operate as a waiver or release of any Party under the Agreement, nor constitute a waiver of any provision of the Agreement. Each Party reserves all of their rights under the Agreement except as expressly provided herein.
 
3.          Incorporation by Reference. The Recitals of this Amendment and Section 8.7 (Governing Law) and Section 8.8 (Consent to Jurisdiction; Waiver of Jury Trial) of the Agreement are hereby incorporated herein by reference, modified to the extent necessary to apply to this Amendment.
 
4.          Headings. The headings in this Amendment are inserted for convenience of reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this Amendment.
 
5.          Invalidity. In the event that any one or more of the provisions contained in this Amendment or in any other instrument referred to herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Amendment or any other such instrument.
 
6.          Counterparts. This Amendment may be executed in one or more counterparts, each of which when executed shall be deemed an original but all of which shall constitute one and the same amendment. Delivery of an executed signature page of this Amendment by facsimile or other customary means of electronic transmission (e.g., “pdf” or signature via DocuSign or similar services) shall be effective as delivery of a manually executed counterpart hereof.
 
[Signature Pages Follow]
 
2
IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Amendment as of the date first above written.
 
 
IONEER RHYOLITE RIDGE HOLDINGS
LLC
   
 
By:
/s/ Bernard Rowe
 
Name:
Bernard Rowe
 
Title:
President

Signature Page to Sixth Amendment and Supplement to Unit Purchase and Subscription Agreement


 
SIGNED for IONEER LTD. in accordance with
section 127 of the Corporations Act 2001 (Cth):
   
 
By:
/s/ Bernard Rowe
 
Name:
Bernard Rowe
 
Title:
Director
   
 
By:
/s/ Ian Bucknell
 
Name:
Ian Bucknell
 
Title:
Secretary

Signature Page to Sixth Amendment and Supplement to Unit Purchase and Subscription Agreement


 
SIBANYE STILLWATER LIMITED
   
 
By:
/s/ Neal Froneman
 
Name:
Neal Froneman
 
Title:
CEO

Signature Page to Sixth Amendment and Supplement to Unit Purchase and Subscription Agreement


EX-4.8 8 ef20011049_ex4-8.htm EXHIBIT 4.8
EXECUTION VERSION

Exhibit 4.8
 
SEVENTH AMENDMENT AND SUPPLEMENT TO UNIT
PURCHASE AND SUBSCRIPTION AGREEMENT
 
This SEVENTH AMENDMENT AND SUPPLEMENT TO UNIT PURCHASE AND SUBSCRIPTION AGREEMENT (this “Amendment”), dated as of September 22, 2023, is entered into by and among Ioneer Rhyolite Ridge Holdings LLC, a Delaware limited liability company f/k/a Rhyolite Ridge Holdings LLC (the “Company”), ioneer Ltd, a company organized under the laws of Australia (the “ioneer Parent”), and Sibanye Stillwater Limited, a company organized under the laws of South Africa (the “Investor Parent”). The Company, ioneer Parent and Investor Parent are referred to individually herein as a “Party” and collectively as the “Parties.”
 
RECITALS
 
WHEREAS, the Parties entered into a Unit Purchase and Subscription Agreement on September 16, 2021, which was amended and/or supplemented by that certain Amendment to Unit Purchase and Subscription Agreement, dated as of November 3, 2021, that certain Amendment to Attachments of Unit Purchase and Subscription Agreement, dated as of December 14, 2021, that certain Second Amendment to Unit and Purchase and Subscription Agreement, dated as of March 31, 2022, that certain Third Amendment to Unit and Purchase and Subscription Agreement, dated as of June 21, 2022, that certain Fourth Amendment and Supplement to Unit and Purchase and Subscription Agreement, dated as of December 27, 2022, that certain Fifth Amendment and Supplement to Unit and Purchase and Subscription Agreement, dated as of January 30, 2023, and that certain Sixth Amendment and Supplement to Unit and Purchase and Subscription Agreement, dated as of June 23, 2023 (as amended and supplemented, the “Agreement”);
 
WHEREAS, pursuant to Section 8.10 of the Agreement, the Agreement (including any Exhibits thereto) may be amended or supplemented by an instrument in writing executed by all Parties and expressly identified as an amendment;
 
WHEREAS, the Parties desire to amend and supplement the Agreement and Exhibit A of the Agreement as contemplated by the terms and conditions of this Amendment; and
 
WHEREAS, capitalized terms used and not separately defined herein shall have the meanings given to them in the Agreement.
 
NOW, THEREFORE, for and in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions set forth herein and in the Agreement, the Parties agree as follows:
 
1.          Amendments to the Agreement.
 

 (a)
The first sentence of Section 5.17 of the Agreement is hereby amended and restated in its entirety as follows:


“Investor shall file or cause to be filed with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) a Notification and Report Form relating to this Agreement and the transactions contemplated by this Agreement as required by the HSR Act no later than November 30, 2023.”
 

 (b)
The second sentence of each of (i) footnote 5, which is footnoted in Section 8.2(a), of Exhibit A of the Agreement, and (ii) footnote 6, which is footnoted in Section 8.2(f), of Exhibit A of the Agreement is hereby amended and restated in its entirety as follows:
 
“Parties to work to come to agreement by November 30, 2023.”
 
2.          Binding Effect of the Agreement; No Waiver.  Except as expressly amended and supplemented hereby, the Agreement shall remain in full force and effect in accordance with its terms. This Amendment shall not, except as expressly provided herein, operate as a waiver or release of any Party under the Agreement, nor constitute a waiver of any provision of the Agreement. Each Party reserves all of their rights under the Agreement except as expressly provided herein.
 
3.          Incorporation by Reference. The Recitals of this Amendment and Section 8.7 (Governing Law) and Section 8.8 (Consent to Jurisdiction; Waiver of Jury Trial) of the Agreement are hereby incorporated herein by reference, modified to the extent necessary to apply to this Amendment.
 
4.          Headings. The headings in this Amendment are inserted for convenience of reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this Amendment.
 
5.          Invalidity. In the event that any one or more of the provisions contained in this Amendment or in any other instrument referred to herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Amendment or any other such instrument.
 
6.          Counterparts. This Amendment may be executed in one or more counterparts, each of which when executed shall be deemed an original but all of which shall constitute one and the same amendment. Delivery of an executed signature page of this Amendment by facsimile or other customary means of electronic transmission (e.g., “pdf” or signature via DocuSign or similar services) shall be effective as delivery of a manually executed counterpart hereof.
 
[Signature Pages Follow]

2
IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Amendment as of the date first above written.
 
 
IONEER RHYOLITE RIDGE HOLDINGS LLC
   
 
By:
/s/ Bernard Rowe
 
Name:
Bernard Rowe
 
Title:
President

Signature Page to Seventh Amendment and Supplement to Unit Purchase and Subscription Agreement


 
SIGNED for IONEER LTD. in accordance with
section 127 of the Corporations Act 2001 (Cth):
   
 
By:
/s/ Bernard Rowe
 
Name:
Bernard Rowe
 
Title:
Director
   
 
By:
/s/ Ian Bucknell
 
Name:
Ian Bucknell
 
Title:
Secretary

Signature Page to Seventh Amendment and Supplement to Unit Purchase and Subscription Agreement


 
SIBANYE STILLWATER LIMITED
   
 
By:
/s/ Neal Froneman
 
Name:
Neal Froneman
 
Title:
CEO

Signature Page to Seventh Amendment and Supplement to Unit Purchase and Subscription Agreement

 
EX-4.9 9 ef20011049_ex4-9.htm EXHIBIT 4.9
Exhibit 4.9
AMENDMENT TO
ATTACHMENTS OF UNIT PURCHASE AND SUBSCRIPTION AGREEMENT

This AMENDMENT TO ATTACHMENTS OF UNIT PURCHASE AND SUBSCRIPTION AGREEMENT (this “Amendment”), dated as of December 14, 2021, is entered into by and among Ioneer Rhyolite Ridge Holdings LLC, a Delaware limited liability company f/k/a Rhyolite Ridge Holdings LLC (the “Company”), ioneer Ltd, a company organized under the laws of Australia (the “ioneer Parent”), and Sibanye Stillwater Limited, a company organized under the laws of South Africa (the “Investor Parent”). The Company, ioneer Parent and Investor Parent are referred to individually herein as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Parties entered into a Unit Purchase and Subscription Agreement on September 16, 2021 (as amended from time to time, the “Agreement”);

WHEREAS, pursuant to Section 8.10 of the Agreement, the Agreement may be amended by an instrument in writing executed by all Parties and expressly identified as an amendment;

WHEREAS, pursuant to Section 8.3(c) of the Agreement, the Parties may agree to amend Part 1 of Schedule 1.1-RP of the Agreement by the Required Permit Schedule Amendment Date;

WHEREAS, the Parties desire to amend Exhibit A and Part 1 of Schedule 1.1-RP of the Agreement as contemplated by the terms and conditions of this Amendment; and

WHEREAS, capitalized terms used and not separately defined herein shall have the meanings given to them in the Agreement.

NOW, THEREFORE, for and in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions set forth herein and in the Agreement, the Parties agree as follows:

1.          Amendments to the Agreement.
 

 (a)
The second sentence of footnote 5, which is footnoted in Section 8.2(a), of Exhibit A of the Agreement is hereby amended and restated in its entirety as follows:
 
“Parties to work to come to agreement by March 31, 2022.”
 

 (b)
The second sentence of footnote 6, which is footnoted in Section 8.2(f), of Exhibit A of the Agreement is hereby amended and restated in its entirety as follows:
 
“Parties to work to come to agreement by March 31, 2022.”



 (c)
Pursuant to Section 8.3(c) of the Agreement, Part 1 of Schedule 1.1-RP of the Agreement is hereby amended, effective as of the Execution Date to add the following sentence:
 
“Satisfaction of Endangered Species Act (ESA) requirements: (1) the Bureau of Land Management (BLM) Record of Decision approval of the Mine Plan of Operations that includes any alternatives determined by U.S. Fish and Wildlife Service (FWS) to be reasonable and prudent as identified in a biological opinion resulting from ESA section 7 consultation regarding Tiehm’s buckwheat, unless FWS determines that listing the species is not warranted; (2) if, after BLM issues its Record of Decision but before Closing, FWS or BLM reinitiates or states in writing that it will reinitiate section 7 consultation regarding Tiehm’s buckwheat, the conclusion of such reinitiated consultation and the issuance by BLM of an amendment to its Record of Decision with any new or revised alternatives determined to be reasonable and prudent by FWS.”
 
2.          Required Permits Schedule Amendments.  The Parties acknowledge that (a) there are no outstanding proposals from Investor pursuant to Section 8.3(c) of the Agreement to amend Part 1 of Schedule 1.1-RP of the Agreement to include an additional Permit and (b) the agreement of the Parties regarding all such proposals is set forth in Section 1(c) of this Amendment. No Party shall have the right to terminate the Agreement pursuant to Section 8.3(c) of the Agreement following the execution of this Amendment.
 
3.          Binding Effect of the Agreement.  Except as expressly amended by Section 1 of this Amendment, the Agreement shall remain in full force and effect in accordance with its terms.
 
4.          Incorporation by Reference.  The Recitals of this Amendment and Section 8.7 (Governing Law) and Section 8.8 (Consent to Jurisdiction; Waiver of Jury Trial) of the Agreement are hereby incorporated herein by reference, modified to the extent necessary to apply to this Amendment.
 
5.          Headings.  The headings in this Amendment are inserted for convenience of reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this Amendment.
 
6.          Invalidity.  In the event that any one or more of the provisions contained in this Amendment or in any other instrument referred to herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Amendment or any other such instrument.
 
7.          Counterparts.  This Amendment may be executed in one or more counterparts, each of which when executed shall be deemed an original but all of which shall constitute one and the same amendment. Delivery of an executed signature page of this Amendment by facsimile or other customary means of electronic transmission (e.g., “pdf” or signature via DocuSign or similar services) shall be effective as delivery of a manually executed counterpart hereof. 
 
[Signature Pages Follow]


IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Amendment as of the date first above written.

 
IONEER RHYOLITE RIDGE HOLDINGS LLC
   
 
By:
/s/ Bernard Rowe
 
Name:
Bernard Rowe
 
Title:
President

Signature Page to Amendment to Attachments of Unit Purchase and Subscription Agreement


 
SIGNED for IONEER LTD. in accordance with section 127 of the Corporations Act 2001 (Cth):
   
 
By:
/s/ Bernard Rowe
 
Name:
Bernard Rowe
 
Title:
Director
   
 
By:
/s/ Ian Bucknell
 
Name:
Ian Bucknell
 
Title:
Secretary

Signature Page to Amendment to Attachments of Unit Purchase and Subscription Agreement


SIBANYE STILLWATER LIMITED
  
   
By:
/s/ Neal Froneman
  
Name:
Neal Froneman
  
Title:
CEO
  

Signature Page to Amendment to Attachments of Unit Purchase and Subscription Agreement


EX-12.1 10 ef20011049_ex12-1.htm EXHIBIT 12.1
Exhibit 12.1

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bernard Rowe, certify that:

1.
I have reviewed this annual report on Form 20-F of ioneer Ltd;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.
The company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the company and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

(d)
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date:
October 27, 2023
 
By:
/s/  Bernard Rowe
Name:
Bernard Rowe
Title:
Managing Director and Chief Executive Officer

(principal executive officer)


EX-12.2 11 ef20011049_ex12-2.htm EXHIBIT 12.2
Exhibit 12.2

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ian Bucknell, certify that:

1.
I have reviewed this annual report on Form 20-F of ioneer Ltd;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.
The company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the company and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

(d)
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date:
October 27, 2023
 
By:
/s/  Ian Bucknell
Name:
Ian Bucknell
Title:
Chief Financial Officer and Company Secretary

(principal financial officer)


EX-13.1 12 ef20011049_ex13-1.htm EXHIBIT 13.1
Exhibit 13.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES OXLEY ACT OF 2002

In connection with the Annual Report of ioneer Ltd (the “Company”) on Form 20-F for the fiscal year ended June 30, 2023 (the “Annual Report”) as filed with the Securities and Exchange Commission on the date hereof, I, Bernard Rowe, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.
the Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act, as amended; and

2.
the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of ioneer Ltd.

Date:
October 27, 2023


By:
/s/  Bernard Rowe
Name:
Bernard Rowe
Title:
Managing Director and Chief Executive Officer

(principal executive officer)


EX-13.2 13 ef20011049_ex13-2.htm EXHIBIT 13.2
Exhibit 13.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES OXLEY ACT OF 2002

In connection with the Annual Report of ioneer Ltd (the “Company”) on Form 20-F for the fiscal year ended June 30, 2023 (the “Annual Report”) as filed with the Securities and Exchange Commission on the date hereof, I, Ian Bucknell, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.
the Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act, as amended; and

2.
the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of ioneer Ltd.

Date:
October 27, 2023


By:
/s/  Ian Bucknell
Name:
Ian Bucknell
Title:
Chief Financial Officer and Company Secretary

(principal financial officer)


EX-15.1 14 ef20011049_ex15-1.htm EXHIBIT 15.1
Exhibit 15.1

Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-266137) pertaining to the Employee and Consultant Share Option Plan and the Incentive Plan of ioneer Ltd of our report dated October 27, 2023, with respect to the consolidated financial statements of ioneer Ltd included in this Annual Report (Form 20-F) for the year ended June 30, 2023.

/s/ Ernst & Young
Sydney, Australia

October 27, 2023


EX-15.2 15 ef20011049_ex15-2.htm EXHIBIT 15.2
Exhibit 15.2

Jerry DeWolfe. P.Geo.
WSP Canada Inc.
237 4th Avenue SW, Calgary,
Alberta, Canada T2P 4K3

CONSENT OF QUALIFIED PERSON

I, Jerry DeWolfe, state that I am responsible for preparing or supervising the preparation of part(s) of the technical report summary titled Technical Report Summary of the Rhyolite Ridge Lithium-Boron Project with an effective date of October 25, 2023, as signed and certified by me (the “Technical Report Summary”).
 
Furthermore, I state that:
 

 (a)
I consent to the public filing of the Technical Report Summary by ioneer Ltd;
 

 (b)
the document that the Technical Report Summary supports is the Registration Statement on Form S-8 and the Registration Statement on Form 20-F of ioneer Ltd (the “20-F”).
 

 (c)
I consent to the use of my name, or any quotation from or summarization in the 20-F of the parts of the Technical Report Summary for which I am responsible, to the filing of the Technical Report Summary as an exhibit to the 20-F, and to the incorporation by reference of the Technical Report Summary into the Company’s Registration Statement on Form S-8 and any amendments thereto (collectively, the “Registration Statements”); and


(d)
I confirm that I have read the 20-F, and that the 20-F fairly and accurately reflects, in the form and context in which it appears, the information in the Technical Report Summary or in the part(s) thereof for which I am responsible.

Dated at Calgary, Alberta, Canada this 27, October 2023.

/s/ Jerry DeWolfe
[Signature of Qualified Person]

Jerry DeWolfe, P. Geo. APEGA Member 101287
[Print name and professional licensures of Qualified Person]

 
EX-15.3 16 ef20011049_ex15-3.htm EXHIBIT 15.3
Exhibit 15.3

Terry L. Kremmel, PE
WSP USA, Inc.
701 Emerson Road, Suite 250
Creve Coeur, Missouri 63141

CONSENT OF QUALIFIED PERSON

I, Terry L. Kremmel, state that I am responsible for preparing or supervising the preparation of part(s) of the technical report summary titled Technical Report Summary of the Rhyolite Ridge Lithium-Boron Project with an effective date of October 25, 2023, as signed and certified by me (the “Technical Report Summary”).
 
Furthermore, I state that:
 

 (a)
I consent to the public filing of the Technical Report Summary by ioneer Ltd;
 

 (b)
the document that the Technical Report Summary supports is the Registration Statement on Form S-8 and the Registration Statement on Form 20-F of ioneer Ltd 20-F”);
 

 (c)
I consent to the use of my name, or any quotation from or summarization in the 20-F of the parts of the Technical Report Summary for which I am responsible, to the filing of the Technical Report Summary as an exhibit to the 20-F, and to the incorporation by reference of the Technical Report Summary into the Company’s Registration Statement on Form S-8 and any amendments thereto (collectively, the “Registration Statements”); and


(d)
I confirm that I have read the 20-F, and that the 20-F fairly and accurately reflects, in the form and context in which it appears, the information in the Technical Report Summary or in the part(s) thereof for which I am responsible.

Dated at St Louis, Missouri USA this 27, October 2023.
 
/s/ Terry L. Kremmel
 
Terry L. Kremmel, P.E. (MO NC) SME Registered Member 01791760
[Print name and professional licensures of Qualified Person]
 
 
EX-15.4 17 ef20011049_ex15-4.htm EXHIBIT 15.4
Exhibit 15.4

 REPORT  Technical Report Summary of the Rhyolite Ridge Lithium-Boron Project  for ioneer Ltd.  Submitted to:  ioneer Ltd.  Suite 5.03  Level 5, 140 Arthur Street North Sydney, NSW 2060  Submitted by:  WSP USA Inc.  701 Emerson Road, Suite 250, Creve Coeur, MO, 63141  T+ 1 314-984-8800  Effective Date: October 25, 2023 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Date and Signature Page  This Report is effective as of October 25, 2023.  Author  Section(s)  Signature  Jerry DeWolfe  1.1-1.5, 1.10, 2-6, 7.1-7.2,  8-9.1, 11, 20, 22.0, 22.1,  23.1, 24  Terry Kremmel  1.6-1.7, 1.10, 9.3.2, 9.3.4-  9.3.11, 12, 13.1.3, 13.2-  13.4, 18, 19, 21, 22.2, 23.2,  25  Peter Ehren  1.4, 1.7, 9.2.1, 9.2.2, 10,  14, 18, 21, 22.2.1.1  Tamer Atiba  1.7, 15, 18, 22.2.1.6  Matt Weaver  1.7, 15, 18, 22.1.1.6  Brent Johnson  7.3, 9.3.3, 13.1.2, 22.2.1.5  Marc Orman  9.3.1, 13.1.1, 22.2.1.3  Nicholas Rocco  7.4, 9.2.3, 15.7, 17.2.5,  17.2.6, 17.6.2.3, 22.2.1.2  Richard Delong  1.8, 17, 22.2.1.9, 22.2.2.2  Yoshio Nagai  1.9, 9.4, 16, 22.2.1.11,  22.2.2.3  i 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table of Contents  ii  EXECUTIVE SUMMARY .............................................................................................................................1-1  Property Description and Ownership ................................................................................................1-1  Geology and Mineralization...............................................................................................................1-1  Status of Exploration .........................................................................................................................1-2  Development and Operations ...........................................................................................................1-2  Mineral Resource Estimate ...............................................................................................................1-4  Mineral Reserve Estimate .................................................................................................................1-8  Capital and Operating Costs ...........................................................................................................1-10  Permitting Requirements.................................................................................................................1-11  Marketing.........................................................................................................................................1-11  QP’s Conclusions and Recommendations......................................................................................1-12  INTRODUCTION ..........................................................................................................................................2-1  Registrant Information .......................................................................................................................2-1  Terms of Reference and Purpose .....................................................................................................2-1  Sources of Information ......................................................................................................................2-6  Personal Inspection Summary ..........................................................................................................2-7  Previously Filed Technical Report Summary Reports ......................................................................2-8  PROPERTY DESCRIPTION ........................................................................................................................3-1  Property Location ..............................................................................................................................3-1  Mineral Rights ...................................................................................................................................3-3  Significant Encumbrances to the Property ........................................................................................3-7  Other Significant Factors and Risks Affecting Access Title, or the Right or Ability to Perform  Work on the Property ........................................................................................................................3-8  Royalty Payments .............................................................................................................................3-9  ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY .......4-1  Topography and Land Description ....................................................................................................4-1  Access to the Property ......................................................................................................................4-2 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Climate Description ...........................................................................................................................4-2  Availability of Required Infrastructure ...............................................................................................4-3  HISTORY......................................................................................................................................................5-1  Exploration and Ownership History...................................................................................................5-1  Development and Production History ...............................................................................................5-1  GEOLOGICAL SETTING, MINERALIZATION, AND DEPOSIT .................................................................6-1  Regional Geology..............................................................................................................................6-1  Local and Property Geology..............................................................................................................6-2  Mineralization ....................................................................................................................................6-7  EXPLORATION............................................................................................................................................7-1  Exploration Work ...............................................................................................................................7-1  Geological Exploration Drilling ..........................................................................................................7-5  Hydrogeological Drilling and Sampling ...........................................................................................7-11  Geotechnical Drilling and Sampling ................................................................................................7-17  SAMPLE PREPARATION, ANALYSES, AND SECURITY ........................................................................8-1  Site Sample Preparation Methods and Security ...............................................................................8-1  Laboratory Sample Preparation Methods and Analytical Procedures ..............................................8-4  Quality Control and Quality Assurance Programs ............................................................................8-5  QP’s Opinion Regarding Sample Preparation, Security and Analytical Procedures ........................8-7  DATA VERIFICATION .................................................................................................................................9-1  Exploration and Mineral Resource Data Verification ........................................................................9-1  Metallurgy and Processing................................................................................................................9-4  Mining and Mineral Reserve Data Verification..................................................................................9-5  Marketing...........................................................................................................................................9-8  MINERAL PROCESSING AND METALLURGICAL TESTING ................................................................10-1  Metallurgical Testing and Analytical Procedures ............................................................................10-1  Representativeness of Metallurgical Testing ..................................................................................10-9  Laboratory Used for Metallurgical Testing ......................................................................................10-9  iii 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Recovery Estimates ........................................................................................................................10-9  QP’s Opinion .................................................................................................................................10-10  MINERAL RESOURCE ESTIMATES ........................................................................................................11-1  Key Assumptions, Parameters, and Methods.................................................................................11-1  Mineral Resource Estimate ...........................................................................................................11-15  Basis for Establishing the Prospects of Economic Extraction for Mineral Resources ..................11-18  Mineral Resource Classification....................................................................................................11-22  Mineral Resource Uncertainty Discussion ....................................................................................11-23  QP’s Opinion on Factors that are Likely to Influence the Prospect of Economic Extraction ........11-25  MINERAL RESERVE ESTIMATES ...........................................................................................................12-1  Key Assumptions, Parameters, and Methods.................................................................................12-1  Modifying Factors ............................................................................................................................12-2  Mineral Reserve Classification......................................................................................................12-17  Mineral Reserve Estimate .............................................................................................................12-17  QP’s Opinion on Risk Factors that could Materially Affect the Mineral Reserve Estimates .........12-20  QUARRY METHODS .................................................................................................................................13-1  Parameters Relative to the Quarry Design and Plans ....................................................................13-1  Mine Design Factors .......................................................................................................................13-8  Stripping and Backfilling Requirements ........................................................................................13-15  Mining Fleet, Machinery, and Personnel Requirements ...............................................................13-16  PROCESSING AND RECOVERY METHODS ..........................................................................................14-1  Process Flow Diagram ....................................................................................................................14-3  Lithium Hydroxide Circuit (Future Phase) .......................................................................................14-6  Process Development .....................................................................................................................14-8  Additional Required Plant Infrastructure .......................................................................................14-11  Processing Plant Throughput and Design, Equipment Characteristics, and Specifications.........14-11  Projected Requirements for Energy, Water, Process Materials, and Personnel ..........................14-17  Updated Process Work for Low-Boron Content Resource Units...........................................14-23  iv 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  INFRASTRUCTURE ..................................................................................................................................15-1  Land Availability ..............................................................................................................................15-5  Onsite Power Plant .........................................................................................................................15-5  Water Usage ...................................................................................................................................15-5  Site Access and Infrastructure ........................................................................................................15-5  Labor and Accommodation .............................................................................................................15-7  Sulphuric Acid Plant ........................................................................................................................15-7  Spent Ore Storage Facility ..............................................................................................................15-8  MARKET STUDIES....................................................................................................................................16-1  Lithium.............................................................................................................................................16-1  Boric Acid ........................................................................................................................................16-4  Contracts .........................................................................................................................................16-7  ENVIRONMENTAL STUDIES, PERMITTING, AND PLANS, NEGOTIATIONS, OR AGREEMENTS  WITH LOCAL INDIVIDUALS OR GROUPS..............................................................................................17-1  Environmental Studies ....................................................................................................................17-1  Requirements and Plans for Waste and Tailings Disposal, Site Monitoring, and Water  Management during Operations and After Mine Closure .............................................................17-13  Permitting Requirements...............................................................................................................17-17  Plans, Negotiations, or Agreements with Local Individuals or Groups .........................................17-20  Descriptions of any Commitments to Ensure Local Procurement and Hiring ...............................17-20  Mine Closure Plans .......................................................................................................................17-20  QP’s Opinion on the Adequacy of Current Plans to Address Any Issues Related to  Environmental Compliance, Permitting, and Local Individuals, or Groups ...................................17-28  CAPITAL AND OPERATING COSTS .......................................................................................................18-1  Capital Cost Estimate......................................................................................................................18-1  Operating Cost Estimate .................................................................................................................18-5  Risks Associates with the Specific Engineering Estimation Methods used to Arrive at the Estimates.......................................................................................................................................18-10  ECONOMIC ANALYSIS ............................................................................................................................19-1  Demonstration of Economic Viability ..............................................................................................19-1  v 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Principal Assumptions .....................................................................................................................19-1  Cashflow Forecast ..........................................................................................................................19-3  Sensitivity Analysis..........................................................................................................................19-8  ADJACENT PROPERTIES........................................................................................................................20-1  OTHER RELEVANT DATA AND INFORMATION ....................................................................................21-1  INTERPRETATION AND CONCLUSIONS ...............................................................................................22-1  Mineral Resources ..........................................................................................................................22-1  Mineral Reserves ............................................................................................................................22-2  RECOMMENDATIONS ..............................................................................................................................23-1  Mineral Resources ..........................................................................................................................23-1  Mineral Reserves ............................................................................................................................23-2  REFERENCES ...........................................................................................................................................24-1  RELIANCE ON INFORMATION PROVIDED BY THE REGISTRANT .....................................................25-1  vi 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  TABLES  Table 1.1: Mineral Processing  Table 1.2: Mineral Resource Estimate - Rhyolite Ridge Project (March 2023) Table 1.3: Mineral Reserve Estimate - Rhyolite Ridge Project  Table 2.1: Terms of Reference  Table 3.1: SLB, SLM, and RR Lode Mining Claims Table 6.1: Stratigraphic Column – South Basin Table 7.1: Summary of Exploration Campaigns  Table 7.2: Exploration Drilling Summary – Geological  Table 7.3: Summary of Mean Core Recovery and RQD by Drilling Program and Target Zone Table 7.4: Summary of Hydrogeological Wells and Monitoring Sites  Table 7.5: Summary of Geotechnical Exploration Locations Table 8.1: Sampling Summary by Drill Program and Drill Type  Table 8.2: Summary of Assay Samples by Model Unit and Drill Type Table 8.3: Summary of QA/QC Samples by Drilling Program and Type Table 9.1: Summary of Validated Drill Holes by Type and Drilling Program Table 10.1: FS Metallurgical Testing and Results  Table 10.2: Rhyolite Ridge Production Recoveries for Lithium and Boron Table 11.1: Summary of Variogram Model Parameters  Table 11.2: Summary of Geological Units and Surfaces Modeled Table 11.3: Differentiated S3 Subunits  Table 11.4: Differentiated S3 Subunit Thickness Summary Statistics Table 11.5: Summary of Modeling and Interpolation Parameters Table 11.6: Summary of Block Model Parameters  Table 11.7: Summary of Density Data by Unit  Table 11.8: Mineral Resource Estimate – South Basin Rhyolite Ridge (March 31, 2023) Table 11.9: Mineral Resource Quarry Shell Parameters  Table 11.10: Mineral Resources Uncertainty  Table 12.1: Economic Criteria Applied to the Cut-off Grade Estimate and Quarry Optimization Exercise from the 2020 FS  Table 12.2: Rhyolite Ridge Cut-off Grade Estimate Table 12.3: Pit Targeting Assumptions  vii 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 12.4: Summary of the Results of the Pit Targeting Exercise  Table 12.5: Pit Design Tonnages, ROM Ore Grades, and Equivalent Contained Metals  Table 12.6: Summary of ROM and Saleable Product Mineral Reserves as of March 17, 2020, Based on a Fixed Price of Boric Acid and Lithium Carbonate  Table 13.1: Summary of EnviroMINE Stage 1 Quarry Design Parameters Table 13.2: Summary of EnviroMINE Stage 2 Quarry Design Parameters Table 13.3: Summary of Annual Material Movement  Table 13.4: Overburden Storage Facility Design Storage Capacities (MCY) Table 13.5: Summary of Quarry-Related Equipment  Table 13.6: Quarry Equipment Performance Factors through Production Year 5 Table 13.7: Quarry Equipment Performance Factors After Production Year 5 Table 13.8: Estimated Loader, Dozer, and Drill Production Rates  Table 13.9: Summary of Estimated Loader and AHT Productivities for the Autonomous Haulage Scenario Table 13.10: Summary of Annual Quarry Equipment Requirements for Autonomous Haulage  Table 14.1: Design Criteria - Process Summary Table 14.2: Operating Schedule and Availability  Table 14.3: Summary - Ore Handling, Sizing, and Storage Table 14.4: Summary - Vat Leach Plant  Table 14.5: Summary - Evaporation and Crystallization Table 14.6: Summary - Boric Acid Circuit  Table 14.7: Summary - Lithium Carbonate Circuit  Table 14.8: Major Plant Equipment Summary - Processing Facilities Table 14.9: Reagent Consumption  Table 14.10: Personnel by Class  Table 14.11: Characterization of Mineralization in South Basin Table 15.1: SOSF Operational Parameters  Table 15.2: Properties of Composite Materials Table 15.3: Properties Used in Stability Analysis Table 15.4: Summary of Seismic Criteria  Table 16.1: ioneer Lithium Carbonate and Lithium Hydroxide Price Assumptions (US$/short ton) Table 16.2: Wood Mackenzie Lithium Carbonate and Lithium Hydroxide Pricing (US$/metric ton) Table 16.3: ioneer Boric Acid Price Assumptions - $USD per short ton  Table 16.4: Contracts for technical-grade lithium carbonate and boric acid  viii 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 17.1: Summary of Baseline Studies  Table 17.2: Design Storm Events (24-hour Duration)  Table 17.3: Summary of Underdrain Pond Storage Requirements Table 17.4: Summary of Stormwater Management Design Criteria  Table 17.5: Rhyolite Ridge Project Permits Register (Fluor Enterprises Inc., 2020a)  Table 18.1: Engineering and Estimate Responsibilities Matrix for the Capital Costs Estimate Table 18.2: Equipment Pricing Source Summary  Table 18.3: Summary of Total Sustaining Capital Costs from the 2020 FS Table 18.4: Summary of Initial Capital Cost Estimate from the 2020 FS Table 18.5: Summary of Total Operating Costs by Area from the 2020 FS  Table 18.6: Summary of Total Operating Costs by Expense Element from the 2020 FS Table 19.1: Key Financial Modeling Assumptions from the 2020 FS  Table 19.2: Total Project Cash Flow – Details from the 2020 FS Table 19.3: Economic Analysis Results – Annual from the 2020 FS Table 19.4: Project Economic Summary from the 2020 FS  ix 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  FIGURES  Figure 1.1: Ore Processing Facilities and Sulphuric Acid Plant - General Layout Figure 1.2: OPEX Cost per Short Ton of Ore Processed (by Year) from the 2020 FS Figure 3.1: Project Location Map  Figure 3.2: Tenement Map  Figure 4.1: Summary of Historical Climate Data for Tonopah, NV Figure 6.1: Geological Cross Section  Figure 6.2: Local Geological Map  Figure 7.1: Summary of ioneer Surficial Geology Mapping in the South Basin Figure 7.2: Exploration Drill Hole Locations – Geological  Figure 7.3: Eastern Project Area Groundwater Monitoring Locations (HGL, 2020a) Figure 7.4: Geotechnical Boring and Test Pit Locations  Figure 8.1: 2018-2019 Sampling Protocol  Figure 9.1: WSP Mineral Resource QP Site Visit Map  Figure 11.1: Example Major Axis Variograms by Unit - Boron (Left) and Lithium (Right) Figure 11.2: Example Downhole Variograms by Unit - Boron (Left) and Lithium (Right) Figure 11.3: Model Extents  Figure 12.1: Grade-Tonnage Curve for the M5 Unit at Incremental Grades of Boron Figure 12.2: Grade-Tonnage Curve for the B5 Unit at Incremental Grades of Boron Figure 12.3: Grade-Tonnage Curve for the L6 Unit at Incremental Grades of Boron Figure 12.4: Grade-Tonnage Curve for the M5 Unit at Incremental Grades of Lithium Figure 12.5: Grade-Tonnage Curve for the B5 Unit at Incremental Grades of Lithium Figure 12.6: Grade-Tonnage Curve for the L6 Unit at Incremental Grades of Lithium Figure 12.7: Stage 1 Quarry Design from the 2020 FS  Figure 12.8: Stage 2 Quarry Design from 2020 FS  Figure 13.1: EnviroMINE Stage 1 Quarry Design Sectors, Oriented Core Hole Locations, and Design Cross-Sections  Figure 13.2: EnviroMINE Stage 2 Quarry Design Sectors, Oriented Core Hole Locations, and Design Cross-Sections  Figure 13.3: Summary of Annual Material Movement  Figure 13.4: Summary of Annual Plant Feed from the Measured and Indicated Resource Classifications Figure 13.5: Summary of Annual Overburden Stacking Requirements  Figure 13.6: Final Mine Layout from the 2020 FS (Note this has changed in the 2022 MPO)  x 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Figure 13.7: Summary of Annual Quarry Labor Requirements for Autonomous Haulage  Figure 14.1: General Layout of the Ore Processing Facilities and Sulphuric Acid Plant Figure 14.2: High-Level Process Flow Block Diagram  Figure 14.3: Vat Leaching Facilities Figure 14.4: Boric Acid Circuit  Figure 14.5: Lithium Carbonate Circuit  Figure 14.6: Process Flowsheet for Producing Lithium Hydroxide Monohydrate Figure 14.7: Rhyolite Ridge Process Block Flow Diagram  Figure 14.8: Summary of all Acid Leach Test Work at Rhyolite Ridge – Over 400 Individual Leach Tests in Total  Figure 14.9: Conceptual Standalone Process Flowsheet for M5, S5, and L6 Mineralization Types Figure 15.1: Overall Site Plan from the 2020 FS (note this has changed in the 2022 MPO) Figure 15.2: Overall Site Plan - Processing Facilities and Sulphuric Acid Plant  Figure 15.3: Sulphuric Acid Plant  Figure 15.4: SOSF Phases and Main Components  Figure 16.1: Boric Acid Supply Demand Balance (INR marketing assumption) Figure 16.2: Boric Acid Supply Demand Balance (INR marketing assumption)  Figure 18.1: Equipment Pricing Source  Figure 18.2: EPCM Project Cash Flow by Month from the 2020 FS  Figure 18.3: Division between Process and Quarry Operating Costs from the 2020 FS (note this layout has been modified in the 2022 MPO)  Figure 18.4: Summary of Annual Operating Costs by Area from the 2020 FS  Figure 18.5: Summary of Average Operating Cost per Ton Processed from the 2020 FS Figure 19.1: Project NPV Sensitivity to Various Factors (Millions of US$) from the 2020 FS Figure 19.2: Project NPV Sensitivity to Discount Rate from the 2020 FS  xi 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  EXECUTIVE SUMMARY  Property Description and Ownership  The Rhyolite Ridge Project (the Project) is a greenfield large-scale, lithium-boron project being developed on federal lands in southern Nevada in the United States. A Preliminary Feasibility Study (PFS) was completed for the Project in 2018 followed by a (Definitive) Feasibility Study (FS) in 2020. The Project area is located in the west-central portion of Nevada’s Esmeralda County on public land administered by the U.S. Department of Interior’s Bureau of Land Management (BLM) within the Silver Peak Range. Rhyolite Ridge is approximately 13 miles northeast from Dyer, Nevada (nearest town); 65 miles southwest of Tonopah, Nevada (closest city); 215 miles from Reno (third largest city in Nevada); and 255 miles from Las Vegas (largest city in Nevada) (all driving distances). Surface elevations at the Project site range from 5,535 to 6,010 feet (1,687 to 1,832 meters) above sea level.  Geology and Mineralization  Rhyolite Ridge is a geologically unique lithium-boron deposit that occurs within lacustrine sedimentary rocks of the South Basin, peripheral to the Silver Peak Caldera. The South Basin within the Project boundaries measures 4 miles by 1 mile and covers an area of just under 2,000 acres.  Regional Geology  The Rhyolite Ridge Project site is situated in the Silver Peak Range, part of the larger geo-physiographic Basin and Range Province of western Nevada. Horst and graben normal faulting is the dominant characteristic of the Basin and Range Province, which is believed to have occurred in conjunction with large-scale deformation due to lateral shear stress. This is evidenced in the disruption of large-scale topographic features throughout the area. The Project area sits within the Walker Lane Fault System, a northwest trending belt of right-lateral strike slip faults.  The regional geology is characterized by relatively young Tertiary volcanic rocks thought to be extruded from the Silver Peak Caldera, which date to approximately 6.1 million to 4.8 million years old. The northern edge of the Silver Peak Caldera is exposed approximately 2 miles to the south of the South Basin area and is roughly 4 miles by 8 miles in size. The Tertiary rocks are characterized by a series of interlayered sedimentary and volcanic rocks, which were deposited throughout west-central Nevada. These rocks unconformably overlie folded and faulted metasedimentary basement rocks that range from the Precambrian through Paleozoic periods.  Local Geology  Rhyolite Ridge is one of only two major lithium-boron deposits globally and the only known deposit associated with the boron mineral searlesite. This mineralization style is different to the brine and pegmatite deposits that are the source of nearly all the lithium produced today.  The lacustrine (lake) beds that host the mineralization lie within the Cave Spring Formation and overlie the  6-million-year-old Rhyolite Ridge Tuff and Argentite Canyon volcanic rocks. The lacustrine section that measures up to 1,500 feet thick is composed of three members, divided by marker beds of “gritstone” comprised of airfall  debris with abundant pumice lapilli. The middle member, which is bounded top and bottom by distinctive gritstones, is dominantly marl, composing nearly 200 feet of section, and bears anomalous lithium in its upper half. About 60 feet of this section contains high concentrations of boron – contained in the sodium borosilicate mineral, searlesite (up to 30,000 parts per million [ppm] boron) – as well as lithium in mixed illite-smectite layers (about 1,500 to 2,500 ppm lithium). This marl is composed of very fine grained, intimately mingled searlesite,  1-1 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  smectite, illite, potassium feldspar, and carbonate. The searlesite zone is capped by about 40 feet of smectite-rich marl with relatively high lithium values (commonly 2,000 to 2,500 ppm). The grade and thickness of this middle member are laterally uniform and continuous over a distance of at least 2 miles north to south.  The Boron (B) and Lithium (Li) mineralization in the South Basin of Rhyolite Ridge occurs as both high-Boron (HiB-Li; > 5,000 ppm B) searlesite mineralization and low-Boron (LoB-Li; < 5,000 ppm B) mineralization.  Differential mineralogical and permeability characteristics of the various units within the Cave Spring Formation resulted in the preferential emplacement of HiB-Li and LoB-Li bearing minerals in the M5, B5, and L6 units. LoB-Li  mineralization occurs primarily in the M5, S5, and L6 units. HiB-Li and LoB-Li mineralization occurs in isolated locations in some of the other units in the sequence, but with nowhere near the grade and continuity observed in the units.  Status of Exploration  Several previous drilling and exploration projects have occurred at or near the Project site, with the earliest known boron exploration beginning in the 1890s. Most recently, exploration drilling programs targeting lithium-boron mineralization have been implemented by American Lithium Minerals (ALM) in 2010-2012 and ioneer in 2016- 2019, the results of which support the current mineral resource and reserve statement.  The exploration and drilling information supporting the mineral resource model stems from work performed by ioneer USA Corp. (ioneer), a wholly owned subsidiary of ioneer Ltd. (ioneer) in 2016-2019. Approximately 112 drill holes totaling 80,000 feet have been drilled, testing approximately one third of the total area of the South Basin, and were integrated into the geological model. The resource remains open in three directions for potential quarry expansion.  Future exploration drilling in the South Basin will initially target the extensions of high-grade mineralization to the south, where it is expected to be increasingly shallow with positive impact on the mine plan. The northern limits of the deposit could be mined subject to additional drilling and the success of environmental management plans.  Development and Operations  The Project will quarry an average 2.6 million short tons per year (stpy) of ore over 25 years and will generate a revenue of US$ 10.0 billion based on annual average production of:  1-2      22,153 short tons of lithium carbonate (99% purity) (years 1 to 3)  176,245 short tons of boric acid (life of quarry) (high purity, 99.9%)  From year 4, the technical-grade lithium carbonate volumes will be converted into lithium hydroxide producing an average of:    19,577 short tons of lithium hydroxide (99.5% purity) (year 4 onward)  The FS quarry plan is based on mining 66.4 million short tons (Mt) of ore over 25.24 years.  The production plan considers an initial ramp-up time frame of 1 year to reach 100% throughput while the plant availability is designed for 95% availability during the 25.24-year life of quarry. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  1.4.1 Mineral Processing  During the 2020 DFS, metallurgical and processing technologies, focused on extraction and processing of only the HiB-Li mineralization. The LoB-Li mineralization was not included in the Lithium-Boron Mineral Resource or Ore Reserve estimates associated with the DFS. The M5, and L6 LoB-Li mineralization was planned to be stockpiled with a potential future consideration for converting to Mineral Resources or Ore Reserves.  ioneer has been conducting metallurgical test work on the LoB-Li mineralization since 2016, which built upon test work completed in 2010-2011 by ALM. After the 2020 DFS, ioneer performed additional exploratory metallurgical investigations for processing LoB-Li mineralization with a second process stream. This secondary process stream is discussed in further detail in Section 14.7 of this TRS.  The remainder of the discussion relating to Mineral Processing presented in this subsection relates to the HiB-Li mineralization that formed the basis of the 2020 DFS.  The Rhyolite Ridge process is expected to produce quality products at an overall recovery for of 85% for lithium carbonate, 95% for the lithium hydroxide circuit, and 79% for boric acid, as shown in Table 1.1.  Table 1.1: Mineral Processing  1-3  Notes:  95% relates to recovery from lithium carbonate feedstock, resulting in ultimate lithium hydroxide recovery of 80%.  The addition of a lithium hydroxide circuit in Year 4 is currently under review and may not eventuate.  The Rhyolite Ridge process plant general layout is shown below in Figure 1.1 and consists of the main unit operations described below.  Product  Recovery Rate  Annual Production  Lithium carbonate  85%  22,153 short tons of lithium carbonate (>98.2% purity) - years 1 to 3  Lithium hydroxide  95%1  19,577 short tons of lithium hydroxide (99.5% purity) - from years 4  to 26 (conversion of lithium carbonate)  Boric acid  79%  176,245 short tons of boric acid (99.9% purity) 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Figure 1.1: Ore Processing Facilities and Sulphuric Acid Plant - General Layout  Ore sizing: Blended ore is transported to primary and secondary sizers  Vat leaching: Sized ore is leached in a series of 7 vats  Boric acid circuit: Vat leach solution is cooled producing boric acid crystals which are subsequently separated and purified  Evaporation and crystallization circuit: Lithium concentrate is produced, and sulphate salts are removed from the mother liquor produced by the boric acid circuit  Lithium carbonate circuit: Technical-grade lithium carbonate is produced from the lithium brine mother liquor  Sulphuric acid plant. commercial-grade (98.5%) sulphuric acid is produced for vat leaching the ore  Lithium hydroxide circuit (addition) technical-grade lithium carbonate is converted to battery-grade lithium hydroxide. The addition of this circuit is currently under review and may not eventuate.  Overall, ioneer’s lithium and boron products will be produced using an energy-neutral process with zero carbon dioxide (CO2) emissions from electricity generation, resulting in a process plant with low emissions of greenhouse gases and minimal hazardous air pollutants.  ioneer’s design is directed toward recovery and recycling of water, to the extent possible, which further reduces make-up water demands.  Low-energy consumption, substantially reduced water needs, and relatively small surface footprint make Rhyolite Ridge a sustainable, environmentally sensitive operation.  1.5 Mineral Resource Estimate  This sub-section contains forward-looking information related to Mineral Resource estimates for the Project. The material factors that could cause actual results to differ materially from the conclusions, estimates, designs, forecasts or projections in the forward-looking information include any significant differences from one or more of  1-4 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  the material factors or assumptions that were set forth in this sub-section including geological and grade interpretations and controls and assumptions and forecasts associated with establishing the prospects for economic extraction.  The lithium and boron Mineral Resource is estimated at 330 Mt as presented in Table 1.2. The effective date of the Mineral Resource estimate is March 31, 2023. The current Mineral Resource estimate reflects an update to the January 2020 Mineral Resource estimate. The Mineral Resource is reported as in-situ and exclusive of the Mineral Reserve tons and grade (tons and grade from within the Stage 2 Mineral Reserve pit have been removed from the stated Mineral Resources).  Relative to the January 2020 Mineral Resource estimate, the updated March 2023 Mineral Resource estimate for the Project reflects a significant increase in the estimated resource tons, including the reporting of the Mineral Resources for the LoB-Li mineralization for the first time for the Project. The updated Mineral Resource estimate also presents an increase to the HiB-Li Mineral Resource tons as the impact of the LoB-Li mineralization resulted in a net expansion of the constraining Mineral Resource pit shell.  1-5 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 1.2: Mineral Resource Estimate - Rhyolite Ridge Project (March 2023)  1-6  Notes:  Mt = Million short tons; Li = Lithium; B = Boron; ppm = parts per million; Li2CO3 = Lithium carbonate; H3BO3 = boric acid; kt = thousand short tons.  Totals may differ due to rounding, Mineral Resources reported on a dry in-situ basis and are exclusive of Mineral Reserves. Lithium is converted to  Lithium carbonate (Li2CO3) using a conversion factor of 5.322 and Boron is converted to boric acid (H3BO3) using a conversion factor of 5.718.  The Statement of Estimates of Mineral Resources has been compiled by Mr. Jerry DeWolfe, who is a full-time employee of WSP and a Professional Geologist (P.Geo.) with the Association of Professional Engineers and Geoscientists of Alberta (APEGA). Mr. DeWolfe has sufficient experience that  is relevant to the style of mineralization and type of deposit under consideration and to the activity that he has undertaken to qualify as a QP as defined in S-K 1300.  All Mineral Resources figures reported in the table above represent estimates at March 31, 2023. Mineral Resource estimates are not precise calculations, being dependent on the interpretation of limited information on the location, shape and continuity of the occurrence and on the  available sampling results. The totals contained in the above table have been rounded to reflect the relative uncertainty of the estimate. Rounding may cause some computational discrepancies.  Mineral Resources are reported in accordance with S-K 1300.  The reported Mineral Resource estimate was constrained by a conceptual Mineral Resource optimized pit shell for the purpose of establishing reasonable prospects of economic extraction based on potential mining, metallurgical and processing grade parameters identified by mining, metallurgical and processing studies performed to date on the Project. Key inputs in developing the Mineral Resource pit shell included a 5,000 ppm Boron cut-off grade for the HiB-Li Mineralization and a 1,090 ppm Lithium cut-off grade for the LoB-Li mineralization., Mining cost of  US$2.07/short ton plus $0.00163/short ton-vertical meter of haulage; plant feed processing and grade control costs of US$41.23/ short ton of plant feed for the HiB-Li processing stream and US$36.91/ton for the LoB-Li clay processing stream; Boron and Lithium recovery of 83.5% and  81.8%, respectively for the HiB-Li processing stream and by unit recoveries of 76% (M5), 85% (S5) and 86% (L6) for the LoB-Li clay processing  stream; boric acid sales price of US$635/short ton; Lithium carbonate sales price of US$9,070/short ton; and sales/transport costs of US$145/short ton of product.  Processing Stream  Group  Classification  Short Tons (Mt)  Li (ppm)  B  (ppm)  Li2CO3  (wt. %)  H3BO3  (wt. %)  Li2CO3  (kt)  H3BO3  (kt)  Stream 1  (> 5,000 ppm B)  Upper Zone B5 Unit  Measured  3.4  1,900  17,950  1.0  10.3  30  350  Indicated  20.6  1,750  17,450  0.9  10.0  190  2,060  Inferred  6.1  1,950  15,200  1.0  8.7  60  530  Total  30.2  1,800  17,050  1.0  9.7  290  2,940  Upper Zone M5 Unit  Measured  0.6  2,450  5,450  1.3  3.1  10  20  Indicated  2.0  1,600  6,550  0.9  3.8  20  70  Inferred  0.0  0  0  0.0  0.0  0  0  Total  2.5  1,800  6,300  1.0  3.6  20  90  Upper Zone S5 Unit  Measured  0.8  1,800  6,250  0.9  3.6  10  30  Indicated  2.5  950  6,700  0.5  3.8  10  90  Inferred  0.0  0  0  0.0  0.0  0  0  Total  3.2  1,150  6,600  0.6  3.8  20  120  Upper Zone Total  Measured  4.7  1,950  14,550  1.0  8.3  50  400  Indicated  25.1  1,650  15,550  0.9  8.9  220  2,230  Inferred  6.1  1,950  15,200  1.0  8.7  60  530  Total  35.9  1,750  15,350  0.9  8.8  330  3,160  Lower Zone L6 Unit  Measured  14.1  1,350  7,650  0.7  4.4  100  620  Indicated  42.9  1,400  11,300  0.7  6.5  320  2,770  Inferred  12.8  1,350  12,750  0.7  7.3  90  930  Total  69.8  1,400  10,800  0.7  6.2  510  4,320  Total Stream 1 (all zones)  Measured  18.9  1,500  9,400  0.8  5.4  150  1,010  Indicated  68.0  1,500  12,850  0.8  7.4  540  5,000  Inferred  18.9  1,550  13,550  0.8  7.7  160  1,470  Total  105.8  1,500  12,350  0.8  7.1  850  7,480  Stream 2  (> 1,090 ppm Li, no B COG)  Upper Zone B5 Unit  Indicated  0.0  2,200  4,150  1.2  2.4  0  0  Inferred  0.0  0  0  0.0  0.0  0  0  Total  0.0  2,200  4,150  1.2  2.4  0  0  Upper Zone M5 Unit  Indicated  66.3  2,400  1,300  1.3  0.7  850  490  Inferred  16.4  2,500  750  1.3  0.4  220  70  Total  82.8  2,450  1,200  1.3  0.7  1,070  560  Upper Zone S5 Unit  Indicated  18.3  1,700  1,350  0.9  0.8  170  140  Inferred  3.9  1,500  400  0.8  0.2  30  10  Total  22.2  1,650  1,200  0.9  0.7  200  150  Upper Zone Total  Indicated  84.7  2,250  1,300  1.2  0.8  1,020  640  Inferred  20.3  2,300  650  1.2  0.4  250  80  Total  105.0  2,250  1,200  1.2  0.7  1,270  710  Lower Zone L6 Unit  Indicated  90.0  1,500  1,600  0.8  0.9  710  830  Inferred  29.2  1,600  1,050  0.8  0.6  250  170  Total  119.2  1,500  1,450  0.8  0.8  960  1,000  Total Stream 2 (all zones)  Indicated  174.7  1,850  1,450  1.0  0.8  1,730  1,460  Inferred  49.5  1,900  900  1.0  0.5  500  250  Total  224.2  1,850  1,350  1.0  0.8  2,230  1,720  Grand Total Both Streams and All Units  330.0  1,750  4,900  0.9  2.8  3,080  9,200 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Note to readers: The Mineral Resources presented in this section are not Mineral Reserves and do not reflect demonstrated economic viability. The reported Inferred Mineral Resources are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Ore Reserves. There is no certainty that all or any part of this Inferred Mineral Resource will be converted into Mineral Reserve. All figures are rounded to reflect the relative accuracy of the estimates and totals may not add correctly.  In December 2022, the United States Fish and Wildlife Service (USFWS) listed Tiehm’s buckwheat as an endangered species under the Endangered Species Act (ESA) and has designated critical habitat1 by way of applying a 1,640-foot radius around several distinct plant populations that occur on the Project site. Ioneer is committed to the protection and conservation of the Tiehm’s buckwheat. The Project’s Mine Plan of Operations (MPO) submitted to the BLM in July 2022 and currently under NEPA review has no direct impact on Tiehm’s buckwheat and includes measures to minimize and mitigate for indirect impacts within the designated critical habitat areas identified.  The mineral resource pit shell used to constrain the March 31, 2023, mineral resource estimate was not adjusted to account for any impacts from avoidance of Tiehm’s buckwheat or minimization of disturbance within the designated critical habitat. Estimates run inside the avoidance polygons identified 32.4 Mt at 1,650 ppm Li and 9,000 ppm B (both HiB-Li and LoB-Li streams combined), reflecting approximately 8% of the March 2023 global Mineral Resource estimate for the Project. The tons and grade within the avoidance polygons have not been removed from the Mineral Resources for the March 2023 estimate. Environmental and permitting assumptions and factors will be taken into consideration during future modifying factors studies for the Project. These permitting assumptions and factors may result in potential changes to the Mineral Resource footprint in the future.  From the effective Mineral Resource date of March 31, 2023, until the date of this report October 25, 2023, the Qualified Person (QP) is aware of no material changes that would affect the resource model or Mineral Resource estimate.  Based on the geological results, supported by the mining method evaluations, metallurgical test work, and other modifying factors studies completed on the Project as part of the 2020 FS, it is the QP’s opinion that the HiB-Li Mineral Resources have reasonable prospects for eventual economic extraction. The results of the additional metallurgical testing of the low boron content M5, S5, and L6 units indicates a reasonable prospect of recovering lithium and boron from these units, sufficient to include this secondary process stream when considering factors supporting the reasonable prospects for Mineral Resources. The QP recommends that further work be conducted to allow for upgrading of the LoB-Li Mineral Resource to a Measured confidence level.  1 Critical habitat is the specific areas within the geographic area, occupied by the species at the time it was listed, that contain the physical or biological features that are essential to the conservation of endangered and threatened species and that may need special management or protection.  1-7 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  1.6 Mineral Reserve Estimate  This sub-section contains forward-looking information related to Mineral Reserve estimates for the Project. The material factors that could cause actual results to differ materially from the conclusions, estimates, designs, forecasts or projections in the forward-looking information include any significant differences from one or more of the material factors or assumptions that were set forth in this sub-section including Mineral Resource model tons and grade, permit status, changes to the Mine Plan of Operations, modifying factors including mining and recovery factors, production rate and schedule, mining equipment productivity, commodity market and prices and projected operating and capital costs.  The lithium and boron Mineral Reserve is estimated at 66.5 Mt, as summarized in Table 1.3. A substantial extension to the 26-year mine life is likely based on the following:  1-8        330 Mt of Mineral Resource is not included in the FS mine plan.  The ore body is open in three directions – south, east, and north  The southern-most drill hole returned the highest-grade lithium-boron intersection on the project to date: 61 feet of 2,364 ppm lithium and 13,044 ppm boron (true thickness).    The effective date of the Mineral Reserve estimate is March 17, 2020.  From the effective Mineral Reserve date of March 17, 2020, until the date of this report October 25, 2023, the QP is aware of no material changes that would affect the Mineral Reserve estimate.  The Rhyolite Ridge lithium-boron ore zone is increasing in grade and shallowing to the south. This means that the delineation of additional mineralization to the south (outside of the current Mineral Resource) is likely and would be expected to have a significant positive impact on project economics – due to the potential for higher grades, lower strip ratios, earlier ability to backfill the quarry (thereby reducing overburden haul distances) and extending the mine life.  Access to the southern extension of the deposit for drilling was not possible during the previous drilling campaign due to statutory limits on surface disturbance during the exploration phase. Geotechnical drilling has been undertaken during 2023 in the southern extension area as part of the NEPA permitting process. Results of this drilling are not yet completed and are not included in current Mineral Resource and Mineral Reserve estimates. Drilling is expected to continue in 2024 and to lead to updated Mineral Resource and Mineral Reserve estimates in late-2024. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 1.3: Mineral Reserve Estimate - Rhyolite Ridge Project  1-9  Notes:  Mt = Million short tons; Li = Lithium; B = Boron; ppm = parts per million; Li2CO3 = Lithium carbonate; H3BO3 = boric acid; kt = thousand short tons.  Proven and Probable Reserve Tons have been rounded to the nearest 0.5 Mt. Total Mineral Reserve Tons have been calculated  from the unrounded tonnages and rounded to the nearest 0.5 Mt.  Lithium (Li) and Boron (B) grades have been rounded to the nearest 50 parts per million (ppm).  Equivalent Lithium Carbonate (Li2CO3) and Boric Acid (H3BO3) grades have been rounded to the nearest tenth of a percent.  Equivalent Contained Lithium Carbonate (Li2CO3) and Boric Acid (H3BO3) tonnages for the Proven and Probable Reserve classifications have been rounded to the nearest 10,000 short tons. Total Contained Tons have been calculated from the unrounded tonnages and rounded to the nearest 10,000 short tons.  Mineral Reserves reported on a dry basis delivered to the processing plant stockpile. Lithium is converted to equivalent contained tons of lithium carbonate (Li2CO3) using a stochiometric conversion factor of 5.3228, and boron is converted to equivalent contained tons of boric acid (H3BO3) using a stochiometric conversion factor of 5.7194. Equivalent stochiometric conversion factors  are derived from the molecular weights of the individual elements which make up Li2CO3 and H3BO3.  The statement of estimates of Mineral Reserves has been compiled by Mr. Terry Kremmel, who is a full-time employee of WSP USA Inc. (WSP; formerly Golder Associates USA Inc. Golder) and a certified Professional Engineer (PE) in the US and a registered member of the Society for Mining, Metallurgy, & Exploration (SME). Mr. Kremmel has sufficient experience that is relevant to the style of mineralization and type of deposit under consideration and to the activity that he has undertaken to qualify as a QP as defined in Regulation S-K Subpart 1300.  All Mineral Reserve figures reported in the table above represent estimates at 17 March 2020. The Mineral Reserve estimate is not a precise calculation, being dependent on the interpretation of limited information on the location, shape and continuity of the occurrence and on the available sampling results. The totals contained in the above table have been rounded to reflect the relative uncertainty of the estimate. Mineral Reserves are reported in accordance with the US SEC Regulation S-K Subpart 1300.  The reported Mineral Reserve estimate was constrained by two designed quarries, referred to as the Stage 1 Quarry and Stage 2 Quarry, and includes diluting materials and allowances for losses. All Proven Reserves were derived from the Measured Mineral Resource classification, and all Probable Reserves were derived from the Indicated Mineral Resource classification only. The  results of the Mineral Reserve estimate are supported by the outcomes of an economic analysis completed in support of the April 2020 FS. The QP is satisfied that the stated Mineral Reserves classification of the deposit appropriately reflects the outcome of the technical and economic studies.  In December 2022, the (USFWS) listed Tiehm’s buckwheat as an endangered species under the Endangered Species Act (ESA) and has designated critical habitat by way of applying a 1,640 foot radius around several distinct plant populations that occur on the Project site. Ioneer is committed to the protection and conservation of the Tiehm’s buckwheat. The Project’s MPO submitted to the BLM in July 2022 and currently under NEPA review has no direct impact on Tiehm’s buckwheat and includes measures to minimize and mitigate for indirect impacts within the designated critical habitat areas identified.  The mineral reserve pit shell used to constrain the March 17, 2020, mineral resource estimate was not adjusted to account for any impacts from avoidance of Tiehm’s buckwheat or minimization of disturbance within the  Area  Classification  Short Tons2 (Mt)  Li Grade3 (ppm)  B  Grade3  (ppm)  Equivalent Grade4  Li2CO3 H3BO3  (%) (%)  Equivalent Contained  Short Tons5  Li2CO3 H3BO3  (kt) (kt)  Stage 1 Quarry  Proven  12.0  2,050  14,950  1.1  8.5  130  1,030  Probable  0.0  0  0  0.0  0.0  0  0  Total  12.0  2,050  14,950  1.1  8.5  130  1,030  Stage 2 Quarry  Proven  20.0  1,800  17,100  1.0  9.8  190  1,950  Probable  34.5  1,700  14,650  0.9  8.4  310  2,880  Total  54.5  1,750  15,550  0.9  8.9  500  4,830  Stage 1 + 2 Quarry  Proven  32.0  1,900  16,250  1.0  9.3  320  2,970  Probable  34.5  1,700  14,650  0.9  8.4  310  2,880  Total  66.5  1,800  15,400  1.0  8.8  630  5,850 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Total Costs, US $  designated critical habitat. Environmental and permitting assumptions and factors will be taken into consideration during future modifying factors studies for the Project. These permitting assumptions and factors may result in potential changes to the Mineral Resource footprint in the future.  1.7 Capital and Operating Costs  This section contains forward-looking information related to capital and operating cost estimates for the Project. The material factors that could cause actual results to differ materially from the conclusions, estimates, designs, forecasts or projections in the forward-looking information include any significant differences from one or more of the material factors or assumptions that were set forth in this section including prevailing economic conditions continue such that unit costs are as estimated in constant (or real) dollar terms, projected labor and equipment productivity levels and that contingency is sufficient to account for changes in material factors or assumptions.  The operating cost estimate (Opex) for the Rhyolite Ridge Project is consistent with a Class 3 AACEI (American Association of Cost Engineering International) estimate, reflecting an accuracy range between ±15%. Fluor and WSP developed the operating cost estimates for the process plant and quarry, respectively. Annual operating costs are shown below in Figure 1.2, averaging a total of US$50.29 per short tons for the life of the quarry.  Figure 1.2: OPEX Cost per Short Ton of Ore Processed (by Year) from the 2020 FS  $90  $80  $70  $60  $50  $40  $30  $20  $10  $0  1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26  Year of Operation  Quarry Cost per Ton of Ore Quarry Cost per Ton of Ore Average over Life of Quarry  In addition, an AACEI Class 3 capital cost estimate (±15%) was also produced for the project. The capital cost estimate was completed to international mining project standards by EPCM companies Fluor and SNC-Lavalin, based on market pricing and 30% engineering completion.  The initial capital cost estimate (Capex) is estimated to be US$785 million. A contingency analysis using Monte Carlo simulation yielded a contingency of 8%. Capex increased from the 2018 Preliminary Feasibility Study (PFS) estimate of US$599 million to the FS estimate of US$785 million due to changes in both scope and growth in cost.  1-10 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  All Capex and Opex cost estimates are as of April 2020. The Capex and Opex estimates will be updated in advance of the final investment decision. The cost estimates do not apply to the low boron resource. Capex and Opex cost estimates have not been adjusted to account for any impacts from avoidance of Tiehm’s buckwheat or minimization of disturbance within the designated critical habitat.  Permitting Requirements  ioneer has secured a number of critical permits for the Project and is in the process of securing other critical permits to advance the overall Project, particularly those required by:  Bureau of Land Management (BLM) of the U.S. Department of Interior – Plan of Operation and State of Nevada, Bureau of Mining Regulation and Reclamation (MRR) – Nevada Reclamation Permit application was submitted to both agencies and the BLM determined the application complete on August 26, 2020. The amended version of the application was submitted to the BLM and MRR in July 2022.  1-11    State of Nevada, BMRR - Water Pollution Control Permit (WPCP) (required to construct, operate, and close a mining facility) was obtained on July 1, 2021 (NVN-2020107)    State of Nevada, Bureau of Air Pollution Control – Air Quality Permit was obtained on June 14, 2021 (AP1099-4256)  The BLM permitting process will require compliance with the National Environmental Policy Act (NEPA); ioneer is actively assisting the BLM to meet these requirements. Preparation of all other permit applications, including state and local permits are also in progress.  The NEPA requirements include the following:    Baseline reports: At report date, baseline reports for applicable resources in the Project area and associated field work are complete for 14 different resource areas of Rhyolite Ridge Project (e.g., air quality, biology, cultural resources, groundwater, recreation, socioeconomics, soils, and rangeland).    Mine Plan of Operations: The Mine Plan of Operations, required by the BLM, includes measures to be implemented to prevent unnecessary or undue degradation of public lands by operations authorized under the General Mining Law of 1872, as amended. It describes all aspects of the Project including construction, operations, reclamation, and environmental protection measures. The Mine Plan of Operations was submitted to the BLM in July 2020. This filing has triggered the BLM’s environmental review process under NEPA that is following the Environmental Impact Statement (EIS) pathway.  The NEPA process will be guided by recently implemented requirement in the NEPA regulations under 40 CFR 1500 and other U.S. Department of Interior guidance, as well as BLM Battle Mountain District Instruction which define the overall environmental review and permitting process.  1.9 Marketing  Lithium demand is growing rapidly due to the increasing demand for lithium-ion batteries used in electric vehicles (EVs) worldwide to meet increasingly stringent carbon dioxide (CO2) emissions regulations. Ioneer’s FS plan was to produce technical-grade lithium carbonate initially and boric acid. The plan was to add lithium hydroxide from year 4, which is currently under review and may not eventuate. A discussion with targeted lithium-ion battery supply chain customers led to a review of the product strategy, identifying that technical-grade lithium carbonate is the preferred product for Rhyolite Ridge production. Subsequently, all offtake agreements have been executed 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  under technical-grade lithium carbonate targeting lithium-ion battery use, using a price formula based on the battery-grade lithium hydroxide index. This change will allow Rhyolite Ridge to market into lithium-ion battery use with the largest application growth, while producing technical-grade lithium carbonate reduces risk around quality and pricing. Boric acid has a wide range of commercially useful functions and is used in more than 300 applications, i.e., glass, ceramics, detergents, and fertilizers, with annual growth of around 4-6%. We assume that the demand will absorb Rhyolite Ridge production of both lithium and boric acid.  ioneer will reliably deliver high-quality products (confirmed by the pilot plant production sample customer approval and offtake and distributor sales agreements) to our customers from a safe, low-cost, efficient operation in Nevada. ioneer will supply global markets through an innovative market to mine solutions for profitable end uses that maximize product value.  QP’s Conclusions and Recommendations  Resources  In the Qualified Person’s (QP) opinion, the geological data, sampling, modeling, and estimate are carried out in a manner that both represents the data well and mitigates the likelihood of material misrepresentations for the statements of Mineral Resources. It is the QP’s opinion that the geological model and Mineral Resource estimates are reliable, representative, and fit for purpose for performing mine design and other modifying factors studies for the Project. Recommendations relating to resource geology are focused on improving geological confidence and decreasing geology related Project risks. They are not seen as having an impact on the prospect of economic extraction.  Reserves  In the QP’s opinion, the resource model and supporting data are fit for the purpose of supporting mine design and scheduling. Recommendations for the Mineral Reserves are focused on slope stability related to the M5a unit and mitigation of the buckwheat constraint.  In the QP’s opinion, the operational and mine planning data, process recovery testing and modeling, LOMP, and estimation are carried out in a manner that both represents the data and operational experience and methodology well and mitigates the likelihood of material misrepresentations for the statements of Mineral Reserves.  1-12 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  INTRODUCTION  Registrant Information  This Technical Report Summary (TRS) for the Rhyolite Ridge Lithium-Boron Project (Rhyolite Ridge or the Project), located in southwestern Nevada, USA was prepared by WSP USA Inc (WSP; formerly Golder Associates USA Inc), for ioneer Ltd. (ioneer). As noted on the Date and Signature Page, several QPs were involved in the technical work summarized in this TRS.  The Project, currently in the development stage following completion of a FS in April 2020, comprises a large, shallow lithium-boron deposit located close to existing infrastructure in southern Nevada, USA. On September 15, 2021, ioneer reached an agreement to enter a 50-50 joint venture with Sibanye-Stillwater Limited where ioneer will retain operatorship.  2-1  2.2 Terms of Reference and Purpose  United States English spelling          Imperial units of measure  Grades are presented in parts per million (ppm), or weight percent (wt.%)  Coordinate system is presented in imperial units using the using the Nevada State Plane Coordinate System of 1983, West Zone (NVSPW 1983) projection, and the North American Vertical Datum of 1988 (NAVD 88)      Constant US Dollars as of the reference date of the report  Within Rhyolite Ridge there is a North and South Basin. Except where otherwise indicated, this report refers only to the South Basin.  The purpose of this TRS is to report Mineral Resources and Mineral Reserves for Rhyolite Ridge. This TRS is a summary of the underlying April 2020 FS report compiled by Fluor (Fluor Enterprises Inc., 2020a), as referenced in Section 24.0.  From the effective Mineral Resource date of March 31, 2023, and the effective Mineral Reserve date of March 17, 2020, until the date of this report October 25, 2023, the QPs are not aware of any material changes that would affect the resource model, Mineral Resource estimate or Mineral Reserve estimate.  Key Acronyms and definitions for this Report include those items listed in Table 2.1. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 2.1: Terms of Reference  2-2  Acronym/Abbreviation  Definition  °C  degrees Celsius  3D  three-dimensional  AAL  American Assay Laboratories  ABA  Acid-base accounting  AFW  Amec Foster Wheeler  AHT  Autonomous Haul Truck  ALM  American Lithium Minerals  amsl  above mean sea level  ANP  acid neutralization potential  APE  area of potential effect  APEGA  Association of Professional Engineers and Geoscientists of Alberta  arb  as-received basis  ARD  acid-rock drainage  asl  above sea level  ATV  all-terrain vehicle  B  Boron  bgs  below ground surface  BH  Borate Hills  BIA  Bureau of Indian Affairs  BLM  U.S. Department of Interior’s Bureau of Land Management  BMRR  Bureau of Mining Regulation and Reclamation  CaCO3  Calcium carbonate / Limestone  Capex  Capital cost estimate  CAT  Caterpillar  cm  centimeter  CO2  Carbon dioxide  CPE  chlorinated polyethylene  CRM  Certified Reference Material  CRZ1  Boric acid crystallization  CRZ2  Sulphate acid crystallization  CRZ3  Boric acid crystallization  Cs  Cesium  CWP  Contact Water Pond  CY  cubic yard  DGPS  Differential Global Positioning System  EA  Environmental Assessment  EBITDA  Earnings Before Interest, Taxes, Depreciation, and Amortization  EDA  Exploratory data analysis  EIS  Environmental Impact Statement  EIS  Environmental Impact Statement  EMS  EM Strategies, a WestLand Resources Inc. Company  EnviroMINE  EnviroMine Inc.  EPCM  Engineering, procurement, and construction 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Acronym/Abbreviation  Definition  ET  Evapotranspiration  EU  Effective Utilization  EV  electric vehicle  EVP1  Downstream PLS evaporation  EVP2  Lithium brine evaporation  F  Florine  FS  Feasibility Study  FCC  Federal Communications Commission  FEL  Front-end loader  FEM  Finite Element  Fluor  Fluor Enterprises, Inc.  FMS  Fleet Management System  FPC  Fleet Production and Cost analysis software  FPPC  Final Plan for Permanent Closure  ft  feet  ft/d  feet per day  Golder  Golder Associates USA Inc., member of WSP  gpm  gallons per minute  GPS  Global Position System  H3BO3  Boric Acid  HCM  Hydrogeological Conceptual Model  HCT  humidity cell testing  HDPE  high-density polyethylene  HGL  HydroGeoLogica, Inc.  HGU  hydrogeological unit  Hr  hour  Hwy  Highway  ICE  internal combustion engine  ICP-MS  ICP mass spectrometry  ID2  Inverse Distance Squared  ID3  Inverse Distance Cubed  IOB  In-Pit Overburden Backfill  iioneer  ioneer Ltd. or ioneer USA Corporation  IR1  Impurity removal 1  IR2  Lithium brine impurity removal  IRR  Internal Rate of Return  IRS  Internal Revenue Service  JOGMEC  Japan Oil, Gas and Metals National Corporation  KCA  Kappes Cassiday Associates  KNA  kriging neighborhood analysis  kt  thousand short tons  kV  kilovolt  Lb  pound  LCE  Lithium Carbonate Equivalent  2-3 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Acronym/Abbreviation  Definition  LDS  leak detection system  LG  Lerch-Grossmann  Li  Lithium  Li2CO3  Lithium carbonate  LiOH  lithium hydroxide  LOM  Life-of-Mine  LOMP  Life-of-Mine Plan  LOQ  life-of-quarry  LS  Lacustrine Sediments of the Cave Springs Formation  m  meter  m2  square meter  MA  Mechanical Availability  MACRS  Modified Accelerated Cost Recovery System  MCY  million cubic yard  MEG  Minerals Exploration & Environmental Geochemistry Inc.  mg/L  milligram per liter  ML  Metals leaching  mm  millimeter  Mo  Molybdenum  Mph  Miles per hour  MPO  Mine Plan Operations  MQC  Manufacturer quality control  MS  Microsoft  MSHA  Mine Safety and Health Administration  Mt  Million Short Tons (Imperial)  MTO  Material take-off  Mtpy  Million tons per year  MW  monitoring well  MW  megawatt  Na2CO3  Soda ash  NaBSi2O5(OH)2  Sodium borosilicate  NAC  Nevada Administrative Code  NaCaB5O6(OH)6·5H2O  Sodium calcium borate hydroxide  NAICS  North American Industry Classification System  NDEP  Nevada Division of Environmental Protection  NEPA  National Environmental Policy Act  Newfields  NewFields Companies, LLC  NLB  North Lithium Basin  NOL  Net operating loss  NPS  National Park Services  NPV  Net Present Value  NRHP  National Register of Historic Places  OEM  Original equipment manufacturer  OHWM  ordinary high water mark  2-4 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Acronym/Abbreviation  Definition  Opex  Operating cost estimate  OSF  Overburden Storage Facility  OU  Operational Usage  P.E.  Professional Engineer  P.Geo.  Professional Geologist  pcf  pounds per cubic foot  PFS  Prefeasibility Study  PLS  pregnant leach solution  ppm  parts per million  psi  pounds per square inch  QA/QC  Quality Assurance / Quality Control  QAL  Quaternary Alluvium  QP  Qualified Person  RAM  Reliability, availability, and maintenance  Rb  Rubidium  RC  Reverse Circulation  Rhyolite Ridge or the Project  Rhyolite Ridge Lithium-Boron Project  ROM  Run-of-Mine  ROW  right-of-way  RQD  Rock Quality Index  RR  Rhyolite Ridge  S  seconds  SAP  sulphuric acid plant  SD  standard deviation  S-K 1300  United States Security and Exchange Commission’s Regulation Subpart S-K 1300  SLB  South Lithium Basin  SLM  Solid Leasable Minerals  SME  Society for Mining, Metallurgy, & Exploration  SMU  Service Meter Units  SOP  Standard operating procedure  SOSF  Spent Ore Storage Facility  spty  short tons per year  SQM  Sociedad Química y Minera de Chile  Sr  Strontium  SRM  Standard Reference Material  Stantec  Stantec Consulting Services, Inc.  STG  Steam Turbine Generator  Stpd  short tons per day  SWBM  Site-wide, operational water balance model  Tbx  Rhyolite Ridge Tuff and volcanic breccia  TDS  Total dissolved solids  Trinity  Trinity Consultants  TRS  Technical Report Summary  2-5 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Acronym/Abbreviation  Definition  TS  Tertiary Sedimentary  TW  testing well  UNR  University of Nevada, Reno  US$  United States dollar  USACE  U.S. Army Corps of Engineers  USFS  U.S. Forest Service  USFWS  U.S. Fish and Wildlife Service  VWP  vibrating-wire piezometers  WBS  Work Breakdown Structure  WOTUS  waters of the United States  WPCP  Water Pollution Control Permit  WSP  WSP USA Inc.  Ω-cm  ohm-centimeters  2-6  2.3 Sources of Information  The primary source for exploration and geological data supporting the modeling and Mineral Resource estimates presented in this TRS were the data and observations collected by ioneer during the exploration campaign on the Project between 2017 and 2019. The current data was supplemented by compiled historical data collected from 2010 to 2012, provided by ioneer. General regional and local geological interpretation and information for the Project area is sourced from various geological reports on the area prepared by or on behalf of ioneer as well as from publicly available peer-reviewed geological papers; these geological reports and papers are referenced throughout this Report were relied upon.  The primary sources of information for the Mineral Reserves stated in this TRS are the Mineral Reserve estimate documented within the April 2020 FS report compiled by Fluor (Fluor 2020). The primary source for exploration and geological data supporting the modeling and Mineral Resource estimates presented in this TRS were the data and observations collected by ioneer during the exploration campaign on the Project between 2017 and 2019. The current data was supplemented by compiled historical data collected from 2010 to 2012, provided by ioneer.  General regional and local geological interpretation and information for the Project area is sourced from various geological reports on the area prepared by, or on behalf of, ioneer as well as from publicly available  peer-reviewed geological papers; these geological reports and papers are referenced throughout this Report were relied upon.  This TRS contains information regarding mineral tenement and land tenure for the Project in the state of Nevada and USA. The WSP QPs are not qualified to verify these matters and have relied upon information provided by ioneer, including lease agreements and legal opinions concerning mineral exploration and mineral exploitation rights and surface rights.  All Project-specific data, observations, and reports, including third party consultant technical reports for the Project area, were provided to WSP by ioneer, via Fluor, with permission from ioneer. A detailed list of references is provided in Section 24.0 of this TRS. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Personal Inspection Summary  WSP (formerly Golder)  The independent QP, as defined in S-K 1300, responsible for the preparation of the Mineral Resources for the Project is Mr. Jerry DeWolfe, P. Geo., Senior Principal Resource Geologist and Vice-President of Mining Engineering and Stability at WSP Canada Inc. Mr. DeWolfe visited the site from December 3 to 5, 2018.  During the site visit, Mr. DeWolfe visited the ioneer core shed in Tonopah, Nevada, and the South Basin area of the Rhyolite Ridge Project site, which is the focus of the current exploration and Mineral Resource estimates provided in this TRS. Mr. DeWolfe observed the active drilling, logging, and sampling process and interviewed site personnel regarding exploration drilling, logging, sampling and chain of custody procedures to evaluate the appropriateness of the data to be used to develop a geological model and to estimate the Mineral Resources for the Project. Mr. DeWolfe also inspected trenches that were excavated along the western outcrop of the South Basin and visually confirmed the presence of a selection of monumented drill holes from each of the previous drilling programs.  The independent QP, as defined in S-K 1300, responsible for the preparation of this Mineral Reserve estimates provided in this TRS is Mr. Terry Kremmel, PE, Vice President Mining Engineering at WSP. Mr. Kremmel visited the site from December 3 to 5, 2018.  During the site visit, Mr. Kremmel visited the ioneer core shed in Tonopah, Nevada, and the South Basin area of the Rhyolite Ridge Project site, which is the focus of the current Mineral Reserve evaluation efforts by ioneer.  During the site visit Mr. Kremmel developed an understanding of the general geology of the Project. . Mr. Kremmel observed Project surface conditions for the purpose of understanding Project boundaries, physical characteristics of the resource for determining appropriate extraction methodology, drainage and infrastructure requirements, appropriate locations for Overburden Storage Facilities (OSFs), as well as access from the proposed quarry to the proposed process plant site location.  Other QPs  The independent QP for Market Studies, Mr. Yoshio Nagai, visited the Rhyolite Ridge site twice on the week of June 25th, 2018, with investors and received an introductory tour by the ioneer Senior VP Operation, and other senior ioneer personnel. The site tour provided 1) the understanding of the project development details, 2) where each facility will be located, 3) connected roads to the site, and 4) detailed briefing of the drilled ore and its type (searlesite and lithium clay), and lithium and boron contents at an ore storage facility near the site.  The QP for the Geotechnical studies related to the SOSF, Mr. Nicholas Rocco, visited the site on January 30, 2019, and reviewed the site conditions for the future location of the SOSF and associated facilities. Mr. Rocco also reviewed the plant site location from a geotechnical standpoint.  The independent QP for the Geotechnical studies related to the Quarry design, Mr. Marc E. Orman conducted a site visit on August 22, 2018. At that time, he observed the core drilling equipment, initial core logging procedures, and packaging of the core for transport to Tonopah. At that time Mr. Orman also walked much of the site, observed the different rock types and geology of the area. He also visited the core storage, logging and sample packaging facility in Tonopah, Nevada, where he met with core loggers and ioneer geologists. This work was done to support his conclusions as QP of the quarry slope design.  2-7 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  The independent QP for the Metallurgical studies, Mr. Peter Ehren, visited the site on November 3, 2016, and on June 30, 2019. Over the course of the two site visits, Mr. Ehren reviewed the core logs and inspected the future site of the quarry and plant infrastructure.  The QPs for the CAPEX and OPEX studies, Mr. Tamer Atiba and Mr. Matt Weaver, have visited the site on several occasions since 2017. Mr. Atiba visited the site several times during the period between May 2019 up to date, some of these visits included several visitors who were interested in the project either from community respective or contractors who would bid to future construction works. As part of the visit activities, several layout drawings were used to explain the layout and locations of different structures. Additionally, ioneer started using google maps and live location GPS tablets to review the various locations and expected lines and roads paths on site. Based on the data provided during these visits and drawings there was no major interjections that would not have a design solution upon proceeding with detailed engineering.  Mr. Weaver has visited the site regularly between 2017 and up to date where he regularly accompanied several, investors, contractors, engineering companies and community personnel who had interest in the project. Mr.  Weaver has had hosted a variety of visits with some of the equipment suppliers including autonomous truck suppliers where the roads and path of mine trucks in and out of site were discussed to ensure that there are no  major constraints. Mr. Weaver has met with several community leaders and local suppliers and contractors to ensure that the communities will be part of the housing solution. Mr. Weaver has also discussed the availability of Electrical grid that could cover the power requirements of site with different utility providers and a decision to use the site as a standalone location using STG was taken.  Mr. Atiba and Mr. Weaver have also explored the different ingress egress to the site to ensure that there would be a different access to the site location from the main roads that would allow the transportation of goods and personnel in and out of site.  The independent QP for the Hydrogeological studies, Mr. Brent Johnson, was the Project Manager for the baseline study that included the hydrogeology and geochemistry. In the course of executing the baseline work, Mr. Johnson was on site many times in 2018 and 2019, including an initial site reconnaissance, and subsequent shifts on site during the field activities for supervision and shift work (i.e., drilling, well and vertical well point installation, and well testing.  The independent QP for the Environmental studies, Mr. Richard Delong, has visited the site several time between 2018 and present. Mr. Delong’s most recent site visit was January 24, 2020. Mr. Delong observed environmental site conditions and assisted with environmental studies whilst onsite.  2.5 Previously Filed Technical Report Summary Reports  This TRS is an update to the maiden TRS for the Rhyolite Ridge Project, which was filed with the SEC in September 2022.  2-8 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  PROPERTY DESCRIPTION  Property Location  The Project site is located in Esmeralda County, southwestern Nevada, approximately 40 miles southwest of the town of Tonopah, 180 miles north of Las Vegas and 160 miles south of Reno, Nevada (Figure 3.1). The Project site is located 15 miles west of Albermarle’s Silver Peak Lithium Mine (Figure 3.1), currently the only producing Lithium mine in the US.  ioneer is working with Esmeralda County officials in developing a traffic management plan that will integrate new access roads to the facility with the existing county roads in the area. Consideration will be given to make certain that the safety of all users of county roads is not compromised through development of the Project. The Project Area presented in this TRS is in reference to the South Basin of Rhyolite Ridge and does not include the North Basin. Rhyolite Ridge South Basin extends from approximately UTM 14,232,000 N to 14,246,000 N, and from 2,830,000 E to 2,842,000 E (NVSPW 1983, feet). Total surface area for the Rhyolite Ridge South Basin Project is approximately 7,861 acres.  3-1 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Figure 3.1: Project Location Map  3-2 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Mineral Rights  Name and Number of Mineral Rights  The mineral tenement and land tenure for the Project comprises a total of 386 unpatented Lode Mining Claims (totaling approximately 7,800 acres), in three claim groups, held by two wholly owned subsidiaries of ioneer. Most of the claims, 366 (7,448 acres), are held by ioneer Minerals Corporation, with the remaining 20 claims (413 acres) held by ioneer USA Corporation. The three claim groups include, South Lithium Basin (SLB), Solid Leasable Mineral (SLM), and Rhyolite Ridge (RR) The 386 claims are shown in Figure 3.2. Each claim is subject to a yearly maintenance fee of $165.00, totaling $63,690 for the 386 claims.  The QPs have relied upon information provided by ioneer regarding mineral tenement and land tenure for the Project; the QPs have not performed any independent legal verification of the mineral tenement and land tenure. The QPs are not aware of any agreements or material issues with third parties such as partnerships, overriding royalties, native title interests, historical sites, wilderness or national park and environmental settings relating to the 386 Lode Mining Claims for the Project.  The mineral tenement and land tenure referenced above excludes 241 additional unpatented Lode Mining Claims (totaling approximately 4,940 acres) for the North Basin, which are located outside of the current South Basin Project Area presented in this TRS. These additional claims are held by ioneer subsidiaries (North Lithium Basin (NLB) claim group; 160 claims) or they hold an option to acquire 100% ownership of the claims (Borate Hills (BH) claim group; 81 claims).  The SLB, SLM, and RR Lode Mining Claims are summarized in Table 3.1; all claims presented in the table meet the following criteria:  3-3            Claimant: ioneer Minerals Corp or ioneer USA Corp  County: Esmeralda  Claim Type: Lode claim  Annual Maintenance Fee: US$165.00  Next Payment Date: September1, 2024 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Figure 3.2: Tenement Map  3-4 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 3.1: SLB, SLM, and RR Lode Mining Claims  3-5  Serial  Number  Claim  Name  Acres  Date Of  Location  Claim  Group  NV101868927  RR 1  20.66  9/2/2018  RR  NV101868928  RR 2  20.66  9/2/2018  RR  NV101868929  RR 3  20.66  9/2/2018  RR  NV101868930  RR 4  20.66  9/2/2018  RR  NV101868931  RR 5  20.66  9/2/2018  RR  NV101868932  RR 6  20.66  9/2/2018  RR  NV101868933  RR 7  20.66  9/2/2018  RR  NV101868934  RR 8  20.66  9/2/2018  RR  NV101868935  RR 9  20.66  9/2/2018  RR  NV101868936  RR 10  20.66  9/2/2018  RR  NV101868937  RR 11  20.66  9/2/2018  RR  NV101870117  RR 12  20.66  9/2/2018  RR  NV101870118  RR 13  20.66  9/2/2018  RR  NV101870119  RR 14  20.66  9/2/2018  RR  NV101870120  RR 15  20.66  9/2/2018  RR  NV101870121  RR 16  20.66  9/2/2018  RR  NV101870122  RR 17  20.66  9/2/2018  RR  NV101870123  RR 18  20.66  9/2/2018  RR  NV101714938  RR 19  20.66  8/26/2018  RR  NV101714939  RR 20  20.66  8/26/2018  RR  NV101714940  RR 21  20.66  8/26/2018  RR  NV101714941  RR 22  20.66  8/26/2018  RR  NV101714942  RR 23  10.33  8/26/2018  RR  NV101714943  RR 24  10.33  8/26/2018  RR  NV101714944  RR 25  3.44  8/25/2018  RR  NV101714945  RR 26  3.44  8/25/2018  RR  NV101714946  RR 27  20.66  8/25/2018  RR  NV101714947  RR 28  20.66  8/25/2018  RR  NV101714948  RR 29  20.66  8/25/2018  RR  NV101714949  RR 30  20.66  8/25/2018  RR  NV101714950  RR 31  20.66  8/25/2018  RR  NV101714951  RR 32  20.66  8/25/2018  RR  NV101714952  RR 33  20.66  8/26/2018  RR  NV101714953  RR 34  20.66  8/26/2018  RR  NV101716096  RR 35  20.66  8/25/2018  RR  NV101716097  RR 36  20.66  8/25/2018  RR  NV101716098  RR 37  20.66  8/25/2018  RR  NV101716099  RR 38  20.66  8/25/2018  RR  NV101716100  RR 39  20.66  8/25/2018  RR  NV101716101  RR 40  20.66  8/25/2018  RR  NV101716102  RR 41  20.66  8/25/2018  RR  NV101716103  RR 42  20.66  8/25/2018  RR  NV101716104  RR 43  20.66  8/25/2018  RR  NV101716105  RR 44  20.66  8/25/2018  RR  NV101716106  RR 45  20.66  8/25/2018  RR  NV101716107  RR 46  20.66  8/25/2018  RR  NV101716108  RR 47  20.66  8/25/2018  RR  NV101716109  RR 48  20.66  8/25/2018  RR  NV101716110  RR 49  20.66  8/25/2018  RR  NV101716111  RR 50  20.66  8/25/2018  RR  Serial  Number  Claim  Name  Acres  Date Of  Location  Claim  Group  NV101716112  RR 51  20.66  8/25/2018  RR  NV101716113  RR 52  20.66  8/25/2018  RR  NV101716114  RR 53  20.66  8/25/2018  RR  NV101716115  RR 54  20.66  8/25/2018  RR  NV101716116  RR 55  20.66  8/25/2018  RR  NV101868917  RR 56  20.66  8/25/2018  RR  NV101868918  RR 57  20.66  8/25/2018  RR  NV101868919  RR 58  20.66  8/25/2018  RR  NV101868920  RR 59  20.66  8/25/2018  RR  NV101868921  RR 60  20.66  8/25/2018  RR  NV101868922  RR 61  10.33  8/25/2018  RR  NV101868923  RR 62  10.33  8/25/2018  RR  NV101868924  RR 63  10.33  8/25/2018  RR  NV101868925  RR 64  10.33  8/25/2018  RR  NV101868926  RR 65  10.33  8/25/2018  RR  NV101740707  SLB 1  20.66  12/2/2015  SLB  NV101740708  SLB 2  20.66  12/2/2015  SLB  NV101740709  SLB 3  20.66  12/2/2015  SLB  NV101740710  SLB 4  20.66  12/2/2015  SLB  NV101740711  SLB 5  20.66  12/2/2015  SLB  NV101740712  SLB 6  20.66  12/2/2015  SLB  NV101740713  SLB 7  20.66  12/2/2015  SLB  NV101740714  SLB 8  20.66  12/2/2015  SLB  NV101740715  SLB 9  20.66  12/2/2015  SLB  NV101740716  SLB 10  20.66  12/2/2015  SLB  NV101740717  SLB 11  20.66  12/2/2015  SLB  NV101740718  SLB 12  20.66  12/2/2015  SLB  NV101740719  SLB 13  20.66  12/2/2015  SLB  NV101740720  SLB 14  20.66  12/2/2015  SLB  NV101740721  SLB 15  20.66  12/2/2015  SLB  NV101740722  SLB 16  20.66  12/2/2015  SLB  NV101740723  SLB 17  20.66  12/2/2015  SLB  NV101740724  SLB 18  20.66  12/2/2015  SLB  NV101741353  SLB 19  20.66  12/2/2015  SLB  NV101741354  SLB 20  20.66  12/2/2015  SLB  NV101741355  SLB 21  20.66  12/2/2015  SLB  NV101741356  SLB 22  20.66  12/2/2015  SLB  NV101741357  SLB 23  20.66  12/2/2015  SLB  NV101741358  SLB 24  20.66  12/2/2015  SLB  NV101741359  SLB 25  20.66  12/2/2015  SLB  NV101741360  SLB 26  20.66  12/2/2015  SLB  NV101741361  SLB 27  20.66  12/2/2015  SLB  NV101741362  SLB 28  20.66  12/2/2015  SLB  NV101741363  SLB 29  20.66  12/2/2015  SLB  NV101741364  SLB 30  20.66  12/2/2015  SLB  NV101741365  SLB 31  20.66  12/2/2015  SLB  NV101741366  SLB 32  20.66  12/2/2015  SLB  NV101741367  SLB 33  20.66  12/3/2015  SLB  NV101741368  SLB 34  20.66  12/3/2015  SLB  NV101741369  SLB 35  20.66  12/3/2015  SLB  Serial  Number  Claim  Name  Acres  Date Of  Location  Claim  Group  NV101741370  SLB 36  20.66  12/3/2015  SLB  NV101741371  SLB 37  20.66  12/3/2015  SLB  NV101741372  SLB 38  20.66  12/3/2015  SLB  NV101741373  SLB 39  20.66  12/3/2015  SLB  NV101741690  SLB 40  20.66  12/3/2015  SLB  NV101741691  SLB 41  20.66  12/2/2015  SLB  NV101741692  SLB 42  20.66  12/2/2015  SLB  NV101741693  SLB 43  20.66  12/3/2015  SLB  NV101741694  SLB 44  20.66  12/3/2015  SLB  NV101741695  SLB 45  20.66  12/3/2015  SLB  NV101741696  SLB 46  20.66  12/3/2015  SLB  NV101741697  SLB 47  20.66  12/3/2015  SLB  NV101741698  SLB 48  20.66  12/3/2015  SLB  NV101783654  SLB-49  20.66  4/28/2016  SLB  NV101783655  SLB-50  20.66  4/28/2016  SLB  NV101783656  SLB-51  20.66  4/28/2016  SLB  NV101783657  SLB-52  20.66  4/28/2016  SLB  NV101783658  SLB-53  20.66  4/28/2016  SLB  NV101783659  SLB-54  20.66  4/28/2016  SLB  NV101783660  SLB-55  20.66  4/28/2016  SLB  NV101783661  SLB-56  20.66  4/28/2016  SLB  NV101783662  SLB-57  20.66  4/28/2016  SLB  NV101783663  SLB-58  20.66  4/28/2016  SLB  NV101783664  SLB-59  20.66  4/28/2016  SLB  NV101783665  SLB-60  20.66  4/28/2016  SLB  NV101783666  SLB-61  20.66  4/28/2016  SLB  NV101783667  SLB-62  20.66  4/28/2016  SLB  NV101783668  SLB-63  20.66  4/28/2016  SLB  NV101783669  SLB-64  20.66  4/28/2016  SLB  NV101783670  SLB-65  20.66  4/28/2016  SLB  NV101783671  SLB-66  20.66  4/28/2016  SLB  NV101783672  SLB-67  20.66  4/28/2016  SLB  NV101783673  SLB-68  20.66  4/28/2016  SLB  NV101784825  SLB-69  20.66  4/28/2016  SLB  NV101784826  SLB-70  20.66  4/28/2016  SLB  NV101784827  SLB-71  20.66  4/28/2016  SLB  NV101784828  SLB-72  20.66  4/28/2016  SLB  NV101784829  SLB-73  20.66  4/28/2016  SLB  NV101784830  SLB-74  20.66  4/28/2016  SLB  NV101784831  SLB-75  20.66  4/28/2016  SLB  NV101784832  SLB-76  20.66  4/28/2016  SLB  NV101784833  SLB-77  20.66  4/28/2016  SLB  NV101784834  SLB-78  20.66  4/28/2016  SLB  NV101784835  SLB-79  20.66  4/28/2016  SLB  NV101784836  SLB-80  20.66  4/28/2016  SLB  NV101784837  SLB-81  20.66  4/28/2016  SLB  NV101784838  SLB-82  20.66  4/28/2016  SLB  NV101784839  SLB-83  20.66  4/28/2016  SLB  NV101784840  SLB-84  20.66  4/28/2016  SLB  NV101784841  SLB-85  20.66  4/28/2016  SLB  Serial  Number  Claim  Name  Acres  Date Of  Location  Claim  Group  NV101784842  SLB-86  20.66  4/28/2016  SLB  NV101784843  SLB-87  20.66  4/28/2016  SLB  NV101784844  SLB-88  20.66  4/28/2016  SLB  NV101784845  SLB-89  20.66  4/28/2016  SLB  NV101786020  SLB-90  20.66  4/28/2016  SLB  NV101786021  SLB-91  20.66  4/28/2016  SLB  NV101786022  SLB-92  20.66  4/28/2016  SLB  NV101786023  SLB-93  20.66  4/28/2016  SLB  NV101786024  SLB-94  20.66  4/28/2016  SLB  NV101786025  SLB-95  20.66  4/28/2016  SLB  NV101786026  SLB-96  20.66  4/28/2016  SLB  NV101786027  SLB-97  20.66  4/28/2016  SLB  NV101786028  SLB-98  20.66  4/28/2016  SLB  NV101786029  SLB-99  20.66  4/28/2016  SLB  NV101786030  SLB-100  20.66  4/28/2016  SLB  NV101786031  SLB-101  20.66  4/28/2016  SLB  NV101786032  SLB-102  20.66  4/28/2016  SLB  NV101786033  SLB-103  20.66  4/28/2016  SLB  NV101786034  SLB-104  20.66  4/28/2016  SLB  NV101786035  SLB-105  20.66  4/28/2016  SLB  NV101786036  SLB-106  20.66  4/28/2016  SLB  NV101786037  SLB-107  20.66  4/28/2016  SLB  NV101786038  SLB-108  20.66  4/28/2016  SLB  NV101786039  SLB-109  20.66  4/28/2016  SLB  NV101737172  SLB 110  20.66  5/26/2017  SLB  NV101737173  SLB 111  20.66  5/26/2017  SLB  NV101737174  SLB 112  20.66  5/26/2017  SLB  NV101737175  SLB 113  20.66  5/26/2017  SLB  NV101737176  SLB 114  20.66  5/26/2017  SLB  NV101737177  SLB 115  20.66  5/26/2017  SLB  NV101737178  SLB 116  20.66  5/26/2017  SLB  NV101737179  SLB 117  20.66  5/26/2017  SLB  NV101738169  SLB 118  20.66  5/26/2017  SLB  NV101738170  SLB 119  20.66  5/26/2017  SLB  NV101738171  SLB 120  20.66  5/26/2017  SLB  NV101738172  SLB 121  20.66  5/25/2017  SLB  NV101738173  SLB 122  20.66  5/25/2017  SLB  NV101738174  SLB 123  20.66  5/26/2017  SLB  NV101738175  SLB 124  20.66  5/25/2017  SLB  NV101738176  SLB 125  20.66  5/25/2017  SLB  NV101738177  SLB 126  20.66  5/25/2017  SLB  NV101738178  SLB 127  20.66  5/26/2017  SLB  NV101738179  SLB 128  20.66  5/26/2017  SLB  NV101738180  SLB 129  20.66  5/26/2017  SLB  NV101570767  SLB 130  20.66  11/3/2017  SLB  NV101570768  SLB 131  20.66  11/3/2017  SLB  NV101570769  SLB 132  20.66  11/3/2017  SLB  NV101570770  SLB 133  20.66  11/3/2017  SLB  NV101570771  SLB 134  20.66  11/3/2017  SLB  NV101570772  SLB 135  20.66  11/3/2017  SLB 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  3-6  Table 3.1: SLB, SLM, and RR Lode Mining Claims cont.  Serial  Number  Claim  Name  Acres  Date Of  Location  Claim  Group  NV101570773  SLB 136  20.66  11/3/2017  SLB  NV101570774  SLB 137  20.66  11/3/2017  SLB  NV101570775  SLB 138  20.66  11/3/2017  SLB  NV101570776  SLB 139  20.66  11/3/2017  SLB  NV101570777  SLB 140  20.66  11/3/2017  SLB  NV101570778  SLB 141  20.66  11/3/2017  SLB  NV101570779  SLB 142  20.66  11/3/2017  SLB  NV101782359  SLB 143  20.66  11/3/2017  SLB  NV101782360  SLB 144  20.66  11/4/2017  SLB  NV101782361  SLB 145  20.66  11/4/2017  SLB  NV101782362  SLB 146  20.66  11/4/2017  SLB  NV101782363  SLB 147  20.66  11/4/2017  SLB  NV101782364  SLB 148  20.66  11/3/2017  SLB  NV101782365  SLB 149  20.66  11/4/2017  SLB  NV101782366  SLB 150  20.66  11/3/2017  SLB  NV101782367  SLB 151  20.66  11/3/2017  SLB  NV101782368  SLB 152  20.66  11/2/2017  SLB  NV101782369  SLB 153  20.66  11/2/2017  SLB  NV101782370  SLB 154  20.66  11/2/2017  SLB  NV101782371  SLB 155  20.66  11/2/2017  SLB  NV101782372  SLB 156  20.66  11/2/2017  SLB  NV101782373  SLB 157  20.66  11/2/2017  SLB  NV101782374  SLB 158  20.66  11/2/2017  SLB  NV101782375  SLB 159  20.66  11/2/2017  SLB  NV101782376  SLB 160  20.66  11/2/2017  SLB  NV101782377  SLB 161  20.66  11/6/2017  SLB  NV101782378  SLB 162  20.66  11/2/2017  SLB  NV101782379  SLB 163  20.66  11/2/2017  SLB  NV101783581  SLB 164  20.66  11/2/2017  SLB  NV101783582  SLB 165  20.66  11/2/2017  SLB  NV101783583  SLB 166  20.66  11/2/2017  SLB  NV101783584  SLB 167  20.66  11/2/2017  SLB  NV101783585  SLB 168  20.66  11/2/2017  SLB  NV101783586  SLB 169  20.66  11/2/2017  SLB  NV101783587  SLB 170  20.66  11/2/2017  SLB  NV101783588  SLB 171  20.66  11/2/2017  SLB  NV101783589  SLB 172  20.66  11/2/2017  SLB  NV101783590  SLB 173  20.66  11/2/2017  SLB  NV101783591  SLB 174  20.66  11/2/2017  SLB  NV101783592  SLB 175  20.66  11/2/2017  SLB  NV101783593  SLB 176  13.77  11/2/2017  SLB  NV101783594  SLB 177  20.66  11/2/2017  SLB  NV101783595  SLB 178  20.66  11/2/2017  SLB  NV101783596  SLB 179  20.66  11/2/2017  SLB  NV101783597  SLB 180  20.66  11/6/2017  SLB  NV101783598  SLB 181  20.66  11/6/2017  SLB  NV101783599  SLB 182  20.66  11/6/2017  SLB  NV101783600  SLB 183  20.66  11/6/2017  SLB  NV101783779  SLB 184  20.66  11/6/2017  SLB  NV101784959  SLB 185  20.66  11/6/2017  SLB  Serial  Number  Claim  Name  Acres  Date Of  Location  Claim  Group  NV101784960  SLB 186  20.66  11/5/2017  SLB  NV101784961  SLB 187  20.66  11/5/2017  SLB  NV101784962  SLB 188  20.66  11/5/2017  SLB  NV101784963  SLB 189  20.66  11/5/2017  SLB  NV101784964  SLB 190  20.66  11/5/2017  SLB  NV101784965  SLB 191  20.66  11/5/2017  SLB  NV101784966  SLB 192  20.66  11/5/2017  SLB  NV101784967  SLB 193  20.66  11/5/2017  SLB  NV101784968  SLB 194  20.66  11/5/2017  SLB  NV101784969  SLB 195  20.66  11/5/2017  SLB  NV101784970  SLB 196  20.66  11/5/2017  SLB  NV101784971  SLB 197  20.66  11/5/2017  SLB  NV101784972  SLB 198  20.66  11/5/2017  SLB  NV101784973  SLB 199  20.66  11/5/2017  SLB  NV101833819  SLM 1  20.66  4/9/2018  SLM  NV101833820  SLM 2  20.66  4/9/2018  SLM  NV101833821  SLM 3  20.66  4/9/2018  SLM  NV101833822  SLM 4  20.66  4/9/2018  SLM  NV101833823  SLM 5  20.66  4/9/2018  SLM  NV101833824  SLM 6  20.66  4/9/2018  SLM  NV101833825  SLM 7  20.66  4/9/2018  SLM  NV101833826  SLM 8  20.66  4/9/2018  SLM  NV101833827  SLM 9  20.66  4/9/2018  SLM  NV101833828  SLM 10  20.66  4/9/2018  SLM  NV101833829  SLM 11  20.66  4/9/2018  SLM  NV101833830  SLM 12  20.66  4/9/2018  SLM  NV101833831  SLM 13  20.66  4/9/2018  SLM  NV101833832  SLM 14  20.66  4/9/2018  SLM  NV101833833  SLM 15  20.66  4/9/2018  SLM  NV101833834  SLM 16  20.66  4/9/2018  SLM  NV101833835  SLM 17  20.66  4/9/2018  SLM  NV101833836  SLM 18  20.66  4/9/2018  SLM  NV101834306  SLM 19  20.66  4/9/2018  SLM  NV101834307  SLM 20  20.66  4/9/2018  SLM  NV101834308  SLM 21  20.66  4/9/2018  SLM  NV101834309  SLM 22  20.66  4/9/2018  SLM  NV101834310  SLM 23  20.66  4/9/2018  SLM  NV101834311  SLM 24  20.66  4/9/2018  SLM  NV101834312  SLM 25  20.66  4/9/2018  SLM  NV101834313  SLM 26  20.66  4/9/2018  SLM  NV101834401  SLM 27  20.66  4/9/2018  SLM  NV101834402  SLM 28  20.66  4/9/2018  SLM  NV101834403  SLM 29  20.66  4/9/2018  SLM  NV101834404  SLM 30  20.66  4/9/2018  SLM  NV101834405  SLM 31  20.66  4/9/2018  SLM  NV101834406  SLM 32  20.66  4/9/2018  SLM  NV101834407  SLM 33  20.66  4/9/2018  SLM  NV101834408  SLM 34  20.66  4/9/2018  SLM  NV101834409  SLM 35  20.66  4/9/2018  SLM  NV101834410  SLM 36  20.66  4/9/2018  SLM  Serial  Number  Claim  Name  Acres  Date Of  Location  Claim  Group  NV101834411  SLM 37  20.66  4/9/2018  SLM  NV101834412  SLM 38  20.66  4/9/2018  SLM  NV101834413  SLM 39  20.66  4/9/2018  SLM  NV101834907  SLM 40  20.66  4/9/2018  SLM  NV101834908  SLM 41  20.66  4/9/2018  SLM  NV101834909  SLM 42  20.66  4/9/2018  SLM  NV101834910  SLM 43  20.66  4/9/2018  SLM  NV101834911  SLM 44  20.66  4/9/2018  SLM  NV101834912  SLM 45  20.66  4/11/2018  SLM  NV101834913  SLM 46  20.66  4/11/2018  SLM  NV101834914  SLM 47  20.66  4/11/2018  SLM  NV101834915  SLM 48  20.66  4/11/2018  SLM  NV101834916  SLM 49  20.66  4/11/2018  SLM  NV101834917  SLM 50  20.66  4/11/2018  SLM  NV101834918  SLM 51  20.66  4/9/2018  SLM  NV101834919  SLM 52  20.66  4/9/2018  SLM  NV101834920  SLM 53  20.66  4/9/2018  SLM  NV101834921  SLM 54  20.66  4/9/2018  SLM  NV101834922  SLM 55  20.66  4/9/2018  SLM  NV101834923  SLM 56  20.66  4/9/2018  SLM  NV101834924  SLM 57  20.66  4/9/2018  SLM  NV101834925  SLM 58  20.66  4/9/2018  SLM  NV101834926  SLM 59  20.66  4/9/2018  SLM  NV101834927  SLM 60  20.66  4/9/2018  SLM  NV101835543  SLM 61  20.66  4/9/2018  SLM  NV101835544  SLM 62  20.66  4/9/2018  SLM  NV101835545  SLM 63  20.66  4/9/2018  SLM  NV101835546  SLM 64  20.66  4/9/2018  SLM  NV101835547  SLM 65  20.66  4/9/2018  SLM  NV101835548  SLM 66  20.66  4/9/2018  SLM  NV101835549  SLM 67  20.66  4/9/2018  SLM  NV101835550  SLM 68  20.66  4/9/2018  SLM  NV101835551  SLM 69  20.66  4/9/2018  SLM  NV101835552  SLM 70  20.66  4/9/2018  SLM  NV101835553  SLM 71  20.66  4/9/2018  SLM  NV101835554  SLM 72  20.66  4/9/2018  SLM  NV101835555  SLM 73  20.66  4/9/2018  SLM  NV101835556  SLM 74  20.66  4/9/2018  SLM  NV101835557  SLM 75  20.66  4/9/2018  SLM  NV101835558  SLM 76  20.66  4/9/2018  SLM  NV101835559  SLM 77  20.66  4/9/2018  SLM  NV101835560  SLM 78  20.66  4/9/2018  SLM  NV101835561  SLM 79  20.66  4/9/2018  SLM  NV101835562  SLM 80  20.66  4/9/2018  SLM  NV101835563  SLM 81  20.66  4/9/2018  SLM  NV101836148  SLM 82  20.66  4/9/2018  SLM  NV101836149  SLM 83  20.66  4/10/2018  SLM  NV101836150  SLM 84  20.66  4/10/2018  SLM  NV101836151  SLM 85  20.66  4/10/2018  SLM  NV101836152  SLM 86  20.66  4/10/2018  SLM  Serial  Number  Claim  Name  Acres  Date Of  Location  Claim  Group  NV101836153  SLM 87  20.66  4/10/2018  SLM  NV101836154  SLM 88  20.66  4/10/2018  SLM  NV101836155  SLM 89  20.66  4/10/2018  SLM  NV101836156  SLM 90  20.66  4/10/2018  SLM  NV101836157  SLM 91  20.66  4/10/2018  SLM  NV101836158  SLM 92  20.66  4/10/2018  SLM  NV101836159  SLM 93  20.66  4/10/2018  SLM  NV101836160  SLM 94  20.66  4/10/2018  SLM  NV101836161  SLM 95  20.66  4/10/2018  SLM  NV101836162  SLM 96  20.66  4/10/2018  SLM  NV101836163  SLM 97  20.66  4/10/2018  SLM  NV101836164  SLM 98  20.66  4/10/2018  SLM  NV101836165  SLM 99  20.66  4/10/2018  SLM  NV101836749  SLM 100  20.66  4/10/2018  SLM  NV101836750  SLM 101  20.66  4/10/2018  SLM  NV101836751  SLM 102  20.66  4/10/2018  SLM  NV101836752  SLM 103  20.66  4/10/2018  SLM  NV101836753  SLM 104  20.66  4/10/2018  SLM  NV101836754  SLM 105  20.66  4/10/2018  SLM  NV101836755  SLM 106  20.66  4/10/2018  SLM  NV101836756  SLM 107  20.66  4/10/2018  SLM  NV101836757  SLM 108  20.66  4/10/2018  SLM  NV101836758  SLM 109  20.66  4/10/2018  SLM  NV101836759  SLM 110  20.66  4/10/2018  SLM  NV101836760  SLM 111  20.66  4/10/2018  SLM  NV101836761  SLM 112  20.66  4/10/2018  SLM  NV101836762  SLM 113  20.66  4/10/2018  SLM  NV101836763  SLM 114  20.66  4/10/2018  SLM  NV101836764  SLM 115  20.66  4/10/2018  SLM  NV101836765  SLM 116  20.66  4/10/2018  SLM  NV101836766  SLM 117  20.66  4/10/2018  SLM  NV101836767  SLM 118  20.66  4/11/2018  SLM  NV101836768  SLM 119  20.66  4/11/2018  SLM  NV101836769  SLM 120  20.66  4/11/2018  SLM  NV101837342  SLM 121  20.66  4/11/2018  SLM  NV101837343  SLM 122  20.66  4/11/2018  SLM  NV101836767  SLM 118  20.660  4/11/2018  SLM  NV101836768  SLM 119  20.660  4/11/2018  SLM  NV101836769  SLM 120  20.660  4/11/2018  SLM  NV101837342  SLM 121  20.660  4/11/2018  SLM  NV101837343  SLM 122  20.660  4/11/2018  SLM 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Description on Acquisition of Mineral Rights  The 386 unpatented Lode Mining Claims for the Project are located on federal land and are administered by the United States Department of the Interior - Bureau of Land Management (BLM). Based on review of the documents provided by ioneer, it is the QPs understanding that the claims are held in good standing with the BLM and as such there are no identified concerns regarding the security of tenure nor are there any known impediments to obtaining a license to operate within the limits of the Project.  Description of Surface Rights  No private surface rights are required for the project as the project is located on BLM ground including the access road which ioneer will have a right of way.  Groundwater surface rights will be transferred from existing Fish Lake Valley (FLV) basin water rights holders to ioneer, as FLV is a closed basin such that it is closed to new groundwater rights. ioneer currently has sufficient lease options in place with landowners to cover all construction and operational water needs. Groundwater change applications will then need to be submitted to NDWR to officially transfer point of diversion and place of use for all Project groundwater rights. The groundwater change process will include NDWR review as well as a public comment period...  Surface water rights will be required for the three Project ponds; and will be acquired through new surface water right applications from NDWR. These applications are in preparation and will be submitted at a later date.  ioneer has agreements in place securing the necessary water rights for the Project.  Significant Encumbrances to the Property  ioneer has secured a number of critical permits for the Project and is in the process of securing other critical permits to advance the overall Project, particularly those required by:  3-7    Bureau of Land Management (BLM) of the U.S. Department of Interior – Plan of Operation and State of Nevada, Bureau of Mining Regulation and Reclamation (BMRR) – Nevada Reclamation Permit was submitted to both agencies and the BLM determined the application complete on August 26, 2020    State of Nevada, BMRR – Water Pollution Control Permit (WPCP) (required to construct, operate, and close a mining facility) was obtained on July 1, 2021 (NVN-2020107)    State of Nevada, Bureau of Air Pollution Control – Air Quality Permit was obtained on June 14, 2021 (AP1099-4256)  Ultimately, the BLM permitting process will require compliance with the National Environmental Policy Act (NEPA). Preparation of all other permits, including state and local, are also in progress with various applications expected to be submitted during 2023 and 2024.  The NEPA requirements include the following:    Baseline reports – Baseline reports for applicable resources in the Project area and associated field work are complete for 14 different resource areas of the Rhyolite Ridge Project (e.g., air quality, biology, cultural resources, groundwater, recreation, socioeconomics, soils, and rangelands.    Mine Plan of Operations (MPO) – The Mine Plan of Operations, required by the BLM, includes measures to be implemented to prevent unnecessary or undue degradation of public lands by operations authorized 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  under the Mining Act (1872). It describes all aspects of the Project including construction, operations, reclamation, and environmental protection measures. The Mine Plan of Operations was submitted to the BLM in July 2020. The BLM’s determination that the MPO is administratively complete triggers the environmental review process under NEPA and the BLM has determined that an Environmental Impact Statement (EIS) pathway will be followed.  3-8    In July of 2022, ioneer submitted a revised Mine Plan of Operations which is currently under NEPA review.  The NEPA process will be guided by recently implemented requirement in the NEPA regulations under 40 CFR 1500 and other U.S. Department of Interior guidance, as well as BLM Battle Mountain District Instruction which streamline the overall environmental review and permitting process.  ioneer has focused its efforts to date on preparing permits for the initial Stage 1 Quarry. The development of the Stage 2 Quarry will require revisions to some of the Project permits and will need to be secured prior to quarry development.  Additional details on the permitting requirements and current status of the permitting process are presented in Section 17.0 of this TRS.  It is the QP’s opinion that ioneer’s current actions and plans are appropriate to address any issues related to environmental compliance, permitting, relationship with local individuals or groups, and tailings management.  The QP is not aware of any additional encumbrances to the Mineral Resources or Mineral Reserves on the Property.  3.4 Other Significant Factors and Risks Affecting Access Title, or the Right or Ability to Perform Work on the Property  In the Project area there are several locations of Tiehm’s buckwheat, which presents a potential risk to the Project. In December 2022, the United States Fish and Wildlife Service (USFWS) listed Tiehm’s buckwheat as an endangered species under the Endangered Species Act (ESA) and has designated critical habitat by way of applying a 500 m radius around several distinct plant populations that occur on the Project site. Ioneer is committed to the protection and conservation of the Tiehm’s buckwheat. The Project’s Mine Plan of Operations submitted to the BLM in July 2022 and currently under NEPA review has no direct impact on Tiehm’s buckwheat and includes measures to minimize and mitigate for indirect impacts within the designated critical habitat areas identified.  The mineral resource pit shell used to constrain the March 31, 2023, Mineral Resource estimate was not adjusted to account for any impacts from avoidance of Tiehm’s buckwheat or minimization of disturbance within the designated critical habitat.. Environmental and permitting assumptions and factors will be taken into consideration during future modifying factors studies for the Project. These permitting assumptions and factors may result in potential changes to the Mineral Resource footprint in the future.  Additional information on environmental and socio-economic Modifying Factors are provided in Section 17.  Beyond the items described above, the QPs are not aware of any other significant factors and risks affecting access, title, or the right or ability to perform work on the property. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  3.5 Royalty Payments  There are no royalty payments due for the Rhyolite Ridge Project.  3-9 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY  Topography and Land Description  The Project area is situated within the Great Basin physiographic region and is characterized by a typical desert landscape with minimal vegetation and absent topsoil. The Project area is found at an elevation between  5,150 feet amsl and 8,050 feet amsl. The topography comprises rolling hills and valleys, incised with steep sided stream beds (Plate 4.1).  Plate 4.1: Typical Landscape in Project Area  4-1 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Access to the Property  The Project area is readily serviced by sealed highways (Hwy 95 or Hwy 6 and Hwy 264) and an unimproved gravel county road. The Project site may be reached from the towns of Tonopah or Dyer. Regular airline access to the Project area is available via international airports in Las Vegas 240 miles by road) or Reno (225 miles by road). ioneer is working with Esmeralda County officials in developing a traffic management plan that will integrate new access roads to the facility with the existing county roads in the area. Consideration will be given to make certain that the safety of all users of county roads is not compromised through development of the Project.  Climate Description  The climate in the Tonopah area is classified as tropical and subtropical desert climate (Köppen Classification), dominated in all months by a subtropical high with an associated descending air mass, elevated inversions, and clear skies. The mean annual temperature ranges from 32.0° Fahrenheit (mean low) and 73.0° Fahrenheit (mean high). Precipitation is sparse, with mean annual amounts of 5.5-inches, the greatest amount of precipitation typically occurs in May (0.7 inches). Typical annual snowfall amounts are approximately 16.2 inches, with the most snow falling in March (5.2 inches). Figure 4.1 summarizes key historical climate data for the Project area.  There are no limitations for year-round access and operation due to climate and precipitation at the Project site.  Figure 4.1: Summary of Historical Climate Data for Tonopah, NV  Source: http://www.weatherbase.com/weather/weather.php3?s=724803&cityname=Tonopah-Nevada-United-States-of-America  4-2 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  4.4 Availability of Required Infrastructure  The Project is near a region of active Lithium brine extraction and open-pit gold mining. The nearest operations are the Mineral Ridge Gold Mine, which has been in operation since 2011, and the Silver Peak Lithium Mine, which has been in operation since the 1960s. There are paved roads, powerlines and small towns that have a history of servicing the mining industry in the area. Nevada is considered one of the world’s most favorable and stable mining jurisdictions, and there is a high degree of experienced, qualified, and skilled personnel available to meet workforce requirements for the Project. Housing options near the site are limited and there are not currently any plans to construct a workforce camp. ioneer plans to contribute to individual housing support, which is included in the operating costs estimate, and may also invest in local housing infrastructure.  The Rhyolite Ridge Project is designed to operate separate from the Nevada power grid. Power will be produced onsite using a steam turbine generator. Steam will be produced from the waste heat boiler in the Sulphuric Acid Plant, to supply the steam turbine generator.  Fresh water will be supplied by wells that are approximately 1.5-miles from site near the quarry perimeter. The line will supply the site’s domestic and firewater needs, as well as the process make-up water.  Water derived from sources of groundwater will be integrated into the water supply and distribution system using pipelines to provide water to meet site needs (i.e., make-up process water, dust control, fire suppression, potable needs). There is sufficient water available to meet processing and dust control requirements, with water recycling and reuse systems in place where possible.  4-3 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  HISTORY  Exploration and Ownership History  Prior to ioneer’s acquisition of the Project in 2016, there were two previous exploration campaigns targeting Lithium or Boron mineralization at the Project site. The first was during the 1980s and the second in 2010-2011.  US Borax conducted surface sampling and drilling in the 1980s, targeting Boron mineralization, with less emphasis on Lithium mineralization. A total of 44 drill holes (totaling approximately 56,200 feet) were drilled in the North Borate Hills area, with an additional 16 drill holes (estimated 14,300 feet) in the South Basin area.  American Lithium Minerals Inc (ALM) and Japan Oil, Gas and Metals National Corporation (JOGMEC) conducted further Lithium exploration in the South Basin area in 2010-2011. The exploration included at least 465 surface and trench samples and 36 drill holes (totaling approximately 29,000 feet) of which 21 were core and 15 were Reverse Circulation (RC).  As part of the recent exploration activity on the Project, ioneer conducted drilling, surficial mapping and surface geophysical studies targeting Lithium-Boron mineralization in the South Basin in 2016, 2017, 2018 and 2019. The ioneer exploration drilling programs included 73 drill holes of which 45 were core and 28 were RC. This drilling totaled approximately 50,944 feet of core and RC drilling.  The US Borax exploration data for the South Basin was not used as part of the current study for the Project as this data could not be validated to the level necessary for use in preparing estimates of Mineral Resources.  Exploration data from the ALM and ioneer exploration programs formed the basis of the drill hole database used for the development of the geological model, block model and Mineral Resource estimate presented in this TRS.  Additional details regarding the methodology and results of the historical and recent exploration campaigns are presented in Section 7.0 of this TRS.  Development and Production History  As of the date of this TRS, there has been no development or mining production for Lithium-Boron mineralization at the Project site.  5-1 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  GEOLOGICAL SETTING, MINERALIZATION, AND DEPOSIT  The geology and mineralization were summarized in a 2012 internal geology report prepared for ALM, by Amen and Carraher. The QP has prepared this section based on this 2012 ALM report supplemented by review of internal ioneer documentation and personal discussions with ioneer chief geologist John Reynolds.  Regional Geology  The Rhyolite Ridge Project site is situated in the Silver Peak Range, part of the larger geo-physiographic Basin and Range Province of western Nevada. Horst and graben normal faulting is the dominant characteristic of the Basin and Range Province, which is believed to have occurred in conjunction with large-scale deformation due to lateral shear stress. This is evidenced in the disruption of large-scale topographic features throughout the area. The project area sits within the Walker Lane Fault System, a northwest trending belt of right lateral strike slip faults, adjacent to the larger San Andreas Fault System, further west.  The regional surface geology is characterized by relatively young Tertiary volcanic rocks, which are thought to be extruded from the Silver Peak Caldera, which dates at approximately 6.1 to 4.8 million years (Ma) old. The northern edge of the Caldera is exposed approximately 2 miles to the south of the South Basin area and is roughly 4 miles by 8 miles in size. The Tertiary rocks are characterized by a series of interlayered sedimentary and volcanic rocks, which were deposited throughout west-central Nevada. These rocks unconformably overly folded and faulted metasedimentary basement rocks that range from Precambrian through Paleozoic (Ordovician).  Precambrian and Cambrian rocks in the Silver Peak Range are composed of siltstones, claystone, quartzites, and carbonates. Outcrops of these rocks occur in the Mineral Ridge area of the Silver Peak Range, to the east of the project area, and are variably metamorphosed and structurally deformed. While there are no outcrops of Silurian through Oligocene rocks in the Silver Peak Range, these rocks are found elsewhere in the region. Regional volcanic arc magmatism was initiated during the Jurassic period and continued to the Tertiary period. A late- Cretaceous to early-Tertiary granite pluton is found in the Mineral Ridge area.  6-1 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  6.2 Local and Property Geology  The South Basin stratigraphy comprises lacustrine sedimentary rocks of the Cave Spring Formation, overlaying volcanic flows and volcaniclastic rocks of the Rhyolite Ridge Volcanic unit. The Rhyolite Ridge Volcanic rocks are underlain by sedimentary rocks of the Silver Peak Formation. The Cave Spring Formation is unconformably overlain by a unit of poorly sorted alluvium, which ranges from 0 to 140 feet thick (mean of 70 feet) within the project area.  The Cave Spring Formation comprises a series of 11 sedimentary units deposited in a lacustrine environment, as shown in Table 6.1 and illustrated in Figure 6.1 and Figure 6.2. Within the project area, the Cave Spring Formation can reach total thickness more than 1,000 feet. Age dating of overlying units outside of the area and dates for the underlying Rhyolite Ridge Volcanic unit bracket deposition of the Cave Spring Formation between 4 and 6 Ma; this relatively young geological age indicates limited time for deep burial and compaction of the units.  The Cave Spring Formation units are generally laterally continuous over several miles across the extent of the south basin; however, thickness of the units can vary due to both primary depositional and secondary structural features. The sedimentary sequence generally fines upwards, from coarse clastic units at the base of the formation, upwards through siltstones, marls, and carbonate units toward the top of the sequence.  There are two main types of Mineralization encountered on the Project: HiB-Li mineralization and LoB-Li mineralization. The two types of mineralization are discussed in detail in Section 6.3 of this TRS.  The key mineralized units of the Cave Spring Formation in the sequence are as follows (highlighted in Table 6.1), from top to bottom:  6-2        M5 (high-grade lithium, low- to moderate-grade boron bearing carbonate-clay rich marl)  B5 (high-grade boron, moderate-grade lithium marl)  S5 (moderate-grade lithium, low-grade boron, occurring near the top of this siltstone-claystone unit, transitional from the overlying B5 mineralization)  L6 (broad zone of laterally discontinuous low- to high-grade lithium and boron mineralized horizons as well as LoB-Li mineralization horizons within a larger low-grade to barren sequence of siltstone-claystone)  Two thick units of siltstone-claystone and other mixed lacustrine sediments occur above (S3) and below (S5) the Lithium Boron mineralized intervals. Except for LoB-Li mineralization in the upper portion of the S5, as discussed above, these units are generally unmineralized but do have isolated lenses of Lithium and Boron mineralization; however, these mineralized intervals appear to be thin and are not extensive laterally, often encountered in a single drill hole.  The sequence is marked by a series of four thin (generally on the scale of several feet thick or less) coarse gritstone layers (units G4 through G7); these units are interpreted to be pyroclastic deposits that blanketed the area. The lateral continuity across the South Basin along with the distinctive visual appearance of the gritstone layers relative to the less distinguishable sequence of siltstone-claystone-marl that comprise the bulk of the Cave Spring Formation make the four gritstone units good marker horizons within the stratigraphic sequence.  The Cave Spring Formation is unconformably overlain by a unit of poorly sorted alluvium, ranging from 0 to 140 feet thick (mean of 70 feet) within the Project Area. The alluvium is unconsolidated and comprises sand 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  through cobble sized clasts (with isolated occurrences of large boulder sized clasts) of the Rhyolite Ridge Volcanic Rocks and other nearby volcanic units.  Structurally, the South Basin is folded into a broad, open syncline with the sub-horizontal fold axis oriented approximately north-south representing the long axis of the basin. The syncline is asymmetric, with moderate to locally steep dips along the western limb, a flat central area, and interpreted steep dips on the eastern edge. The stratigraphy is further folded, including one significant southeast plunging syncline located in the southern part of the Project area.  The basin is bounded along its western and eastern margins by regional scale high angle faults of unknown displacement, while localized steeply dipping normal, reverse, and strike-slip faults transect the Cave Spring Formation throughout the basin. Displacement on these faults is generally poorly known but most appear to be on the order of tens of feet of displacement although several located along the edge of the basin may have displacements greater than 100 feet.  6-3 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 6.1: Stratigraphic Column – South Basin  6-4  Formation  Model Unit  Mean Thick (ft)  Min. Thick (ft)  Max. Thick (ft)  Lithology Description  Alluvium  Q1  70  5  200  Sand through cobble sized clasts, isolated boulder size clasts of  Rhyolite Ridge Volcanic Rocks and other nearby volcanic units  Cave Springs Fm.  S3  230  10  770  Mixed lacustrine sediments  (claystone, marl, siltstone, and thin sandstone)  G4  20  4  80  Coarse gritstone (immature  volcaniclastic wacke)  M4  40  20  100  Carbonate rich, with interbedded  marl  G5  10  3  40  Coarse gritstone  M5  42  10  310  Carbonate-clay rich marl, high-grade  Lithium, low- to moderate-grade Boron  B5  62  20  130  Marl, high-grade Boron, moderate-  grade Lithium  S5  70  10  140  Siltstone-claystone, moderate to  high-grade Lithium and low to-very low grade-Boron  G6  30  3  140  Coarse gritstone  L6  130  10  350  Marl, siltstone-claystone, laterally  discontinuous low- to high-grade Lithium and Boron mineralized horizons within a larger low-grade to barren sequence  Lsi  100  10  210  Silicified siltstone-claystone  G7  55  5  170  Coarse gritstone, diamictite, grading  into tuff  Rhyolite Ridge Volcanics  Tlv  0  >100  Latite flows and breccia, believed to  be the Argentite Canyon formation  Tbx  140  20  550  Quartz-feldspar lithic tuff containing minor biotite, phenocrystic-rich lithic tuff, and massive lithic tuff breccia, volcanic lava flows and welded tuff 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Figure 6.1: Geological Cross Section  6-5 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Figure 6.2: Local Geological Map  6-6 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  6.3 Mineralization  The Boron mineralization encountered in the South Basin of Rhyolite Ridge occurs in the form of Searlesite, a sodium borosilicate (NaBSi2O5(OH)2), and minor Ulexite, a hydrated sodium calcium borate hydroxide (NaCaB5O6(OH)6·5H2O), while Lithium mineralization is attributed to smectite and illite clays. The Lithium-Boron mineralization is interpreted to have been emplaced by hydrothermal/epithermal fluids travelling up the basin bounding faults; based on Lithium-Boron grade distribution and continuity it is hypothesized that the primary fluid pathway for the South Basin Mineralization was along the western bounding fault.  As discussed in the previous section, the mineralization occurs as both HiB-Li searlesite mineralization and LoB-Li mineralization. Differential mineralogical and permeability characteristics of the various units within the Cave Spring Formation resulted in the preferential emplacement of HiB-Li bearing minerals in the M5, B5, and L6 units. LoB-Li mineralization occurs primarily in the M5, S5, and L6 units. HiB-Li and LoB-Li mineralization occurs in isolated locations in some of the other units in the sequence, but with nowhere near the grade and continuity observed in the aforementioned units.  During the 2020 FS, metallurgical and processing technologies, focused on extraction and processing of only the HiB-Li mineralization. The LoB-Li mineralization was not included in the Lithium-Boron Mineral Resource or Ore Reserve estimates associated with the DFS. The M5, and L6 LoB-Li mineralization was planned to be stockpiled with a potential future consideration for converting to Mineral Resources or Ore Reserves.  ioneer has been conducting metallurgical test work on the LoB-Li mineralization since 2016, which built upon test work completed in 2010-2011 by ALM. After the 2020 FS, ioneer performed additional exploratory metallurgical investigations for processing LoB-Li mineralization with a second process stream. This secondary process stream is discussed in further detail in Section 9.11 of this Documentation Report.  The results of the additional metallurgical testing of the low boron content M5, S5, and L6 units indicates a reasonable prospect of recovering lithium and boron from these units, sufficient to include this secondary process stream when considering factors supporting the reasonable prospects for Mineral Resources. The QP recommends that further work be conducted to allow for upgrading of the LoB-Li Mineral Resource to a Measured confidence level.  6-7 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  EXPLORATION  Exploration Work  As presented in Section 5.1 of this TRS, the Project area has been subject to several historical and recent exploration campaigns targeting Lithium or Boron mineralization at the Project site. These exploration campaigns included a combination of mechanical trenching, surface geophysics, surface geological mapping, topographic surveys, exploration drilling, hydrogeological drilling, and geotechnical drilling. A high-level summary of the historical and recent exploration campaigns is presented in Table 7.1.  Table 7.1: Summary of Exploration Campaigns  7-1  In addition to the drilling campaigns presented above, ioneer completed 9 core holes and 4 shallow sonic holes in November and December 2022. The purpose of this program was to assist in evaluation and analysis of the Mine Plan of Operation application currently under NEPA review.  These holes were drilled outside of the Resource and Reserve area, and most were drilled to the south and southeast of the Resource. In the MPO, the southern quarry wall is located well to the south of the Resource/Reserve due to geotechnical considerations and a sparsity of data. The core holes were drilled to provide additional geotechnical data to allow for better positioning and design of the southern and southeastern quarry walls. The holes also provided additional geological and geochemical data to assist with the location and design of Overburden Storage Facilities (OSF).  As these holes were drilled outside of the resource area and data collection and analysis was incomplete at the time, these holes were not included in the March 2023 Mineral Resource update. It is expected that this data will be verified and included in future geological modelling and Mineral Resource updates but will not be discussed further in this current Report.  The following sections provide details on the drilling and non-drilling related exploration activity and results for the Project.  Year  Operator  Type of Exploration Work  1980s  US Borax  Exploration Drilling  2010  ALM  Surface Trenching  2010 -2012  Exploration Drilling (RC and Core)  2016  Global Geoscience  Surface Gravity Geophysical Survey  2016-2017  Exploration Drilling (RC and Core)  2018  ioneer  Topographic Survey  2019  Surface Reflection Seismic Geophysical Survey  2019  Surficial Geological Mapping  2018-2019  Exploration Drilling (RC and Core)  Hydrogeological Baseline Studies (Piezometers, Monitoring & Test Wells, Surface Spring Sampling)  Geotechnical Drilling & Test Pits 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  2010 Outcrop/Subcrop Trenching  Surface trenching was performed on the project as part of the 2010 ALM exploration program. However, upon review of the trench data and based on discussions with senior ioneer personnel, the QP agrees that the trench data and observations as collected are not representative of the full thickness and grades of the units.  Further drilling near the crop line during the 2018 to 2019 drilling program, as well as completion and incorporation into the modeling database of the detailed surficial geological mapping, presented in the previous section, rendered the spatial geological information from the trenches of minimal value for modeling purposes.  Due to the above reasons, the QP did not use the geological or grade data from the trenches in the preparation of the geological model or resultant Mineral Resource estimates. It is recommended that they continue to be excluded from any future updates to the geological model and Mineral Resource estimates.  2017 Surface Gravity Geophysical Survey  A surface gravity geophysical survey was performed on the project in December 2017 by Thomas Carpenter, an independent consulting geophysicist; the results of this are presented in the internal ioneer report, titled “Summary of the Gravity Survey Conducted for Global Geoscience Ltd. on Rhyolite Ridge Project” (Carpenter 2017).  The gravity survey comprised collecting gravity data from 184 stations across the South Basin over a period of six days in December 2017. The gravity data was processed to simple Bouguer values and terrain corrections were applied to account for the variable topographic relief of the surveyed area. Additional processing included calculation of vertical and horizontal gradients and derivatives to allow for the identification of local patterns or changes in the gravity response that can be attributed to lithology or structure.  The processed gravity maps prepared by Carpenter were evaluated by WSP alongside geological data from drill holes and surficial geological mapping for the purpose of evaluating the potential spatial extents of the South Basin outside of the areas of drilling and mapping.  Based on observable relationships between the processed gravity maps and the drilling and mapping data, the general extent of the basin can be readily identified on a basin scale due to the differences in gravity responses by the basin fill sedimentary rocks and the underlying volcanic basement rocks. The gravity data did not provide sufficient contrast between the various units within the basin fill sequence to allow for differentiation or mapping of the sedimentary units using the geophysical data.  The gravity maps were used by WSP during the modeling process as a high-level constraint on the overall basin extents but were not used to provide control or constraint on the geological units of the Cave Spring Formation in the model.  2019 Surface Reflection Seismic Geophysical Survey  A surface seismic geophysical survey, comprising three reflection seismic lines, was performed on the project in March and April 2019 by Wright Geophysics; the preliminary results of this are presented in the internal ioneer report titled “Rhyolite Ridge Seismic Survey – 2019 GIS Database” (Wright, 2019).  The preliminary results of the seismic study were provided to WSP for review late in the modeling and mineral resource estimation process. Review of the preliminary results of the seismic study suggests the method will be useful for defining some of the geological unit contacts within the basin fill sequence as well as for the defining the presence and geometry of faulting; however, the seismic data has not been converted from two-way acoustic  7-2 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  travel time to depth and as a result could not be incorporated into the modeling process. It is recommended that depth converted seismic data be incorporated into future geological model updates.  2019 Surficial Geological Mapping  Surficial geological mapping performed by a senior ioneer geologist in February-March 2019 was used in support of the drill holes to define the outcrops and subcrops as well as bedding dip attitudes in the geological modeling. A summary of the ioneer surface mapping is presented in Figure 7.1.  At present, the geological mapping incorporated into the geological model is focused on the area south of the road as highlighted by the yellow box in Figure 7.1. Additional mapping along the eastern portion of the basin was added to the geological model in January 2020 to provide additional geological constraint on the geometry of the basin stratigraphy east of the limits of drill hole data.  Mapped geological contacts and faults were imported into the geological model and used as surface control points for the corresponding beds or structures.  As the mapping was very beneficial in controlling the spatial extent and geometry of the geological units south of the road, it is recommended that additional reconciliation effort between surface mapping and drill hole intercepts be performed using the mapping data and observations north of the road, with the aim of incorporating this information into future iterations of the geological model.  2018 Topographic Survey  A 2018 satellite survey with an accuracy of ± 0.55 feet (0.17 meters) was produced for the Project by PhotoSat Information Ltd. The final report generated by PhotoSat stated that the difference between the satellite and ioneer provided ground survey control points was less than 2.62 feet (0.8 meters). The quality and adequacy of the topographic surface and the topographic control is very good based on comparison against survey monuments, surveyed drill hole collars and other surveyed surface features.  The topographic survey was prepared in NAD83, which was converted to NVSPW 1983 by Newfields prior to geological modeling.  7-3 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Figure 7.1: Summary of ioneer Surficial Geology Mapping in the South Basin  7-4 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Geological Exploration Drilling  Exploration Drilling Methods and Results  Exploration drilling programs targeting lithium-boron mineralization on the project have been implemented by ALM in 2010-2012 and ioneer in 2016, 2017, 2018, and 2019. Both RC drilling and core drilling techniques have been used during each of the exploration drilling programs.  A summary of the RC and core drilling completed during the various drilling programs is presented in Table 7.2. A drill hole location map is illustrated in Figure 7.2.  Table 7.2: Exploration Drilling Summary – Geological  7-5  Prior to 2018, all RC drilling was conducted using a 5-inch hammer, with a rig-mounted rotary splitter. In zones of high groundwater inflow, the hammer was switched to a tri-cone bit. All pre-2018 core drill holes were drilled using HQ (2.50-inch core diameter) sized core with a double-tube core barrel.  For the 2018 to 2019 drilling program, all core holes (vertical and inclined) were RC drilled through unconsolidated alluvium, then cored through to the end of the drill hole. All but two of the 41 core holes were drilled as PQ (3.345-inch core diameter) sized core, with the remaining two as HQ sized core. Drilling was completed using a triple-tube core barrel (split inner tube), which was preferred to a double tube core barrel (solid inner tube) as the triple-tube improved core recovery and core integrity during core removal from the core barrel.  The majority of the 112 drill holes have been drilled vertically (74) with 38 drilled at an incline, varying from -45 to - 70 degrees from the horizontal at an azimuth of between 0- and 332-degrees.  Drill Type  Year  Inclined Drill Hole  Vertical Drill Hole  Total Drill Holes  Total Depth (ft)  Count  Total  Depth (ft)  Count  Total  Depth (ft)  RC Drill Holes  2010-2012  6  4,444  9  7,589  15  12,033  2016-2017  2  2,320  25  15,033  27  17,353  2018-2019  4  1,556  4  1,556  Core Drill Holes  2010-2012  2  1,742  19  15,119  21  16,861  2016-2017  3  2,798  3  2,798  2018-2019  28  21,048  14  8,764  42  29,812  Total  38  29,555  74  50,859  112  80,413 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Figure 7.2: Exploration Drill Hole Locations – Geological  7-6 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  7.2.2 Exploration Drill Sample Recovery  For the core drilling programs, core recovery, and rock quality index (RQD) was recorded for each cored interval. Core recovery was determined by measuring the recovered linear core length and then calculating the recovered percentage against the total length of the core run from the drill advance. The RQD was determined by measuring the solid core pieces greater than 4 inches in length and then calculating the RQD percentage against the total recovered core length. The core recovery values were recorded by the logging geologist and reviewed by the senior ioneer geologist.  During the 2018-2019 drilling program ioneer implemented the use of a triple-tube core barrel to maximize sample recovery and ensure representative nature of samples. A triple-tube core barrel generally provides improved core recovery over double-tube core barrels, resulting in more complete and representative intercepts for core logging, sampling, and geotechnical evaluation. It also limited any potential sample bias, due to preferential loss/gain of material.  For the 2010-2012 and 2016 core drilling programs the mean core recovery for all drill holes ranged from 70% to 98%, with over 65% of the drill holes having greater than 85% mean core recovery. The majority of the 2010-2012 and 2016 core drill holes reported greater than 95% recovery in the mineralized intervals (M5, B5, S5, and L6).  For the 2018-2019 drilling program, the core recovery for all the drilling ranged from 41% to 100%, with over 65% of the drill holes having greater than 90% mean core recovery. In the target mineralized intervals (M5, B5, S5, and L6), the mean core recovery was 86% in the B5, 87% in the M5 and 95% in the L6 units, with most of the drill holes reporting greater than 90% recovery in the mineralized intervals.  A summary of the mean core recovery and RQD by drilling program for the target zones (M5, B5, S5, and L6) is presented in Table 7.3.  Table 7.3: Summary of Mean Core Recovery and RQD by Drilling Program and Target Zone  7-7  For the various RC drilling programs, chip recoveries were not recorded; and therefore, the QP cannot comment on drill sample recovery for this period of drilling.  Model Unit  Mean Core  Recovery (%)  Mean RQD (%)  Q1  31%  4%  S3  95%  48%  G4  100%  72%  M4  88%  42%  G5  89%  56%  M5   96%  45%  B5  93%  50%  S5  95%  51%  G6  105%  73%  L6  95%  56%  Lsi  97%  56%  G7  96%  72%  Tbx  94%  71%  Mean  92%  51% 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  The QP considers the core recovery for the 2018 to 2019, 2016, and 2010 to 2012 core drilling programs to be acceptable based on statistical analysis, which identified no grade bias between sample intervals with high- versus low-core recoveries. On this basis, the QP has made the reasonable assumption that the sample results are reliable for use in estimating mineral resources.  7.2.3 Exploration Drill Hole Logging  Drill hole logging was conducted by core/chip logging geologists either on site at the drill or at the ioneer core storage facility. All logging was reviewed by the senior ioneer geologist. All core and chip samples have been geologically logged to a level of detail to support appropriate Mineral Resource estimation, such that there are lithological intervals for each drill hole, with a correlatable geological/lithological unit assigned to each interval. The core drill holes from all the core drilling programs were also geotechnically logged to a level of detail to support appropriate Mineral Resource estimation.  The QP has reviewed all unit boundaries with the ioneer senior geologist, and where applicable, adjustments have been made to the mineralized units based on the assay results intervals to limit geological dilution.  Additionally, all drill core boxes and chip trays were photographed during logging, and the photo stored electronically for reference, and example of each are shown below in Plate 7.1 and Plate 7.2.  Plate 7.1: Example Core Drill Hole Photo (SBH-52)  7-8 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Plate 7.2: Example RC Drill Hole Chip Tray Photo (SBH-40)  To date there has been a total 112 drill holes totaling 30,942 feet of RC drilling, and 49,471 feet of core drilling completed on the Project. The majority of the 112 drill holes have been drilled vertically (74) with 38 drilled at an incline, varying from -45 to -70 degrees from the horizontal at an azimuth of between 0- and 332-degrees. A summary of the RC and core drilling completed during the various drilling programs is presented in Table 7.3.. A drill hole location map is illustrated in Figure 7.2.  7.2.4  7.2.4.1  Exploration Drill Hole Location of Data Points  Collar Positional Surveys  At the completion of drilling, drill casing was removed, and drill collars were marked with a permanent concrete monument with the drill hole name and date recorded on a metal tag on the monument. All drill holes were originally surveyed using handheld Global Positioning System (GPS) devices, which have limited accuracy (±10 feet). For the pre-2018 drill holes, the locations were resurveyed in 2017/2018 using higher precision differentially corrected GPS (DGPS), in UTM Zone 11 North, North American Datum 1927 (NAD27) coordinate system.  7-9 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  The 2018 to 2019 drill hole collars and locatable pre-2018 drill holes were re-surveyed in 2019 using a Trimble R8s Integrated GNSS System DGPS in UTM Zone 11 North, North American Datum 1983 (NAD83). This survey improved the location accuracy to ±0.1 feet.  All surveyed coordinates were subsequently converted to Nevada State Plane Coordinate System of 1983, West Zone (NVSPW 1983) for use in developing the geological model. Those drill holes that could not be located had the original coordinates converted to NVSPW 1983 and their locations verified against the original locations.  7.2.4.2 Downhole Positional Surveys  All inclined core drill holes were surveyed to obtain downhole deviation using a downhole Reflex Mems Gyro tool, except for SBH-72, which could not be surveyed due to tool error. Two core drill holes (SBH-60, SBH-79) were surveyed using an Acoustic Televiewer instead of the Gyro tool.  Exploration Drill Hole Data Spacing and Distribution  Drill holes are generally spaced between 300 feet and 550 feet on east-west cross-section lines spaced approximately 600 feet apart. There was no distinction between RC and core holes for the purpose of drill hole spacing. For the 2018-2019 drilling program, there were multiple occurrences where several inclined drill holes were drilled from the same drill pad and oriented at varying angles away from each other. The collar locations for these inclined drill holes drilled from the same pad varied in distance from 1 foot to 20 feet apart; intercept distances on the floors of the target units were typically in excess of 300 feet spacing.  The QP considers the drill hole spacing sufficient to establish geological and grade continuity appropriate for a Mineral Resource estimation.  Relationship Between Mineralization Widths and Intercept Lengths  Both vertical and inclined drill holes have been completed on the Project. Drill holes were angled between -45 and  -90 degrees from horizontal and at an azimuth of between 0- and 332-degrees. Inclined drill holes orientated  between 220- and 332-degrees azimuth introduced minimal sample bias, as they primarily intercepted the mineralization at angles near orthogonal (102 drill holes with intercept angles between -70 to -90 degrees) to the dip of the beds, approximating true-thickness.  Inclined drill holes orientated between 0- and 220-degrees azimuth, especially those that were drilled at between 20- and 135-degrees azimuth, generally intercepted the beds down dip (7 drill holes with intercept angles between 20-70 degrees), exaggerating the mineralized zone widths in these drill holes.  Based on the geometry of the mineralization, it is reasonable to treat all samples collected from inclined drill holes at intercept angles of greater than 70 degrees as representative of the true thickness of the zone sampled.  QP Statement on Exploration Drilling  The QP is not aware of any drilling, sampling, or recovery factors that could materially affect the accuracy and reliability of the results of the historical or recent exploration drilling. The data are well documented via original digital and hard copy records and were collected using industry standard practices in place at the time. All data has been organized into a current and secure spatial relational database. The data has undergone thorough internal data verification reviews, as described in Section 9.0 of this TRS.  7-10 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  7.3 Hydrogeological Drilling and Sampling  The baseline hydrogeology report was prepared by HGL in 2020 and includes development, assessment, and evaluation of typical hydraulic properties (i.e., hydraulic conductivity and storage) of various hydrogeologic units over the greater Project area (Figure 7.3) with a focus on the Stage 1 quarry. The primary objectives of this investigation were to document major data collection activities; develop a hydrogeologic conceptual model (HCM); develop a regional groundwater flow model; evaluate Stage 1 quarry dewatering requirements; and provide information on Stage 1 quarry lake formation and water quality evaluations. The hydrogeological characterization and evaluations cover the Stage 1 quarry only.  Hydrogeologic information was collected as part of exploration activities as well as during several dedicated project-related hydrogeology characterization programs, which were developed and implemented in 2018 and 2019 to characterize the hydrogeology near the proposed Stage 1 quarry and throughout the HCM area. This baseline study was developed in accordance with requirements outlined by the NDEP and the Nevada BLM.  The following summarizes the major findings of the baseline hydrogeology report:  7-11    The regional groundwater system is recharged at higher elevation mountain areas; bases of mountain drainages; and mountain-front alluvial fans, and then discharges to lower basin areas as evapotranspiration (i.e., in playas) or water supply discharge.    Groundwater flow is compartmentalized and limited predominantly by north-south trending, listric-style faulting. This compartmentalization results in limited east-to-west groundwater flow and stair-stepping water levels.      Higher hydraulic conductivities were observed in the basin fill alluvium and along some fracture zones.  Groundwater flow through the Stage 1 quarry area is strongly affected (attenuated) due to the presence, and layered nature of the clay-rich ash-fall and lacustrine units of the Cave Spring Formation.    Groundwater monitoring data from multilevel installations indicate that upward vertical gradients predominate across the proposed quarry area.  Groundwater monitoring at 35 piezometers, three monitoring wells, and three test wells was designed to establish baseline conditions for the Project (Figure 7.3). Eleven piezometer installation locations consist of single or multi- level, grouted-in-place, VWPs with dataloggers. Seven piezometer locations in the area of the proposed Stage 1 quarry were completed with four VWPs each in both vertical and angled boreholes (for a total of 28 VWPs) and the four additional locations were completed with from 1 to 2 VWPs each in a vertical borehole (for a total of 7 VWPs). An upgradient bedrock monitoring well (MW-01) is located in the Cave Spring Drainage near the east Operational Project Area Boundary (Figure 7.3). No alluvial groundwater was encountered during drilling at this location. Two downgradient monitoring wells are located in the Cave Spring Drainage wash near the west Operational Project Area Boundary in the alluvium and bedrock (MW-2A and MW-2B, respectively).  Water quality samples have been collected from each of the monitoring wells. In addition to monitoring at wells and piezometers, a spring and seep survey was completed in Summer 2019 to verify the presence of, and collect information on, groundwater at spring locations indicated in regional mapping. Water quality samples were collected, and discharge estimates were made at the nine discharging springs. Discharge rates are relatively low, mostly less than 1 gpm, with a maximum of 9.8 gpm and a mean of 1.4 gpm. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Groundwater monitoring data from multilevel installations generally indicate that upward vertical gradients predominate across the proposed quarry area. This is consistent with confined conditions observed in testing well (TW-01) during drilling.  Table 7.4 summarizes the hydrogeological monitoring wells and surface spring sites.  Table 7.4: Summary of Hydrogeological Wells and Monitoring Sites  7-12    Aquifer testing in the Stage 1 quarry area at pumping well TW-1 included a 6-day pumping test with an extended (greater than 30 days) recovery period and a 7-day pumping test with 12-day recovery monitoring at pumping well TW-2. Slug and pumping tests were performed in monitoring wells, and airlift recovery tests were conducted during drilling of water exploration boreholes throughout the model area to provide information for outlying hydrogeologic units. Additionally, packer testing was completed in two boreholes associated with VWP-6 and VWP-7. Eastern project area groundwater monitoring locations are shown in Figure 7.3.    Analytical results from the aquifer tests indicate that hydraulic conductivity varies for the five main project stratigraphic units (i.e., Quaternary Alluvium, Fish Lake Valley Assemblage, Cave Spring Formation, Rhyolite Ride Tuff Breccia, and Paleozoics). Specifically, hydraulic conductivity values of the Quaternary Alluvium range from 2.7 x 101 to 3.9 x 101 feet per day (ft/d); values for the Fish Lake Valley Assemblage range from  1.8 x 100 to 2.2 x 100 ft/d values of the Cave Spring Formation range from 8.1 x 10-4 to 8.5 x 100 ft/d; values of the Rhyolite Ridge Tuff Breccia range from 2.4 x 10-3 to 4.7 x 100 ft/d; and values of the Paleozoics range from 1.1 x 10-2 to 2.7 x 10-2 ft/d.      In general, groundwater is present below the greater Project area at depths of approximately 50 to 150 feet.  Groundwater elevations range from greater than 8,202 feet above mean sea level (amsl) in mountain areas to fewer than 4,757 feet amsl in the Fish Lake Valley.    Over the period from roughly 1970 to 2000, groundwater elevations have decreased by approximately 16 feet in Fish Lake Valley, a phenomenon that is likely related to pumping for agricultural use.      Groundwater chemistry from all sampling locations is relatively similar, with similar major ion compositions.  Groundwater is generally a sodium-bicarbonate type water with alkaline pH values ranging from 7.8 to 9.2; alkalinity concentrations between 110 and 290 milligrams per liter (mg/L) as CaCO3; and TDS concentrations between 260 and 580 mg/L.  Hydrogeological Monitoring Site  Count  Groundwater Elevation (ft asl)  Spring Discharge (gpm)  Mean  Minimum  Maximum  Mean  Minimum  Maximum  VWP  35  5,932  4,694  6,413  -  -  -  MW  3  5,455  5,228  5,907  -  -  -  TW  3  5,944  5,934  5,961  -  -  -  Spring  27  6,728  5,418  7,726  1.43  0.00  9.80  Total  68  6,228  4,694  7,726  1.43  0.00  9.80 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS    7-13  Groundwater generally has low sulphate content (70 to 110 mg/L), indicating no significant sources of pyrite oxidation are influencing groundwater quality.    All groundwater samples had arsenic concentrations greater than the Nevada reference value of 0.01 mg/L. Dissolved arsenic concentrations ranged from 0.018 to 0.4 mg/L with higher concentrations observed by roughly an order of magnitude in the upgradient well (MW-1) compared to downgradient (MW-2A and 2B). The arsenic concentrations are consistent with short-term and long-term leaching test results from the geochemical characterization program showing elevated arsenic leaching potential.    Other constituents, detected in groundwater samples, with concentrations elevated relative to the Nevada reference values included aluminum, (0.05 to 1.2 mg/L, with concentrations above the 0.2 mg/L Nevada reference value at all sampling locations), antimony (0.004 to 0.4 mg/L, with concentrations above the 0.006 mg/L Nevada reference values at MW-1, TW-1, and SBH-41, and lower, but still above detection, at MW-2A and 2B), and iron (0.025 to 4.3 mg/L, with concentrations above the 0.6 mg/L Nevada reference values at two sampling locations).    There are 28 spring locations within the boundary of the groundwater model (Figure 7.2), with one spring (SP-6) located within the project area boundary (to the south of the spent ore storage facility).    Spring discharge rates are relatively low, mostly less than 1 gallon per minute (gpm), with a maximum of  9.8 gpm and a mean of 1.4 gpm.    Spring water chemistry showed a wider range of pH values and constituent concentrations compared to project area groundwater samples, as would be expected given the wider geographic distribution of sampling locations and different source waters.    The spring water samples were generally sodium-bicarbonate type waters (including SP-6 in the project area boundary), though water types also included sodium-sulphate, sodium-chloride, and calcium-sulphate.    Sodium-bicarbonate water types are typically found closer to the project area, while springs to the south (SP- 16, SP-17, SP-18, and SP-19) have calcium-sulphate to calcium-bicarbonate type water. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Figure 7.3: Eastern Project Area Groundwater Monitoring Locations (HGL, 2020a)  7-14 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS    7-15  Springs SP-6, SP-7, Dirk Pearson Spring, and Hot Springs Well to the west of the project area in Fish Lake Valley all have higher TDS concentrations (between 500 and 1,000 mg/L), with a high sodium concentration signature.    Spring water pH values ranged from 7.1 to 9.3, with total alkalinity values between 66 and 370 mg/L as CaCO3, with higher alkalinity values associated with the group of springs to the west in Fish Lake Valley.    Constituents, detected in spring samples, with concentrations elevated relative to Nevada reference values included arsenic (0.003 to 0.15 mg/L, with concentrations above the 0.01 mg/L Nevada reference value at nine of the 15 sampling locations), aluminum (0.03 to 20 mg/L, with concentrations above the 0.2 mg/L Nevada reference value at eight of the 15 sampling locations), and iron (0.05 to 15 mg/L, with concentrations above the 0.6 mg/L Nevada reference values at seven of the 15 sampling locations).    Additional exceedances of Nevada reference values detected in spring water samples included antimony (two locations) and manganese (three locations), and exceedances of pH, fluoride, nitrate, and lead at individual locations. However, it should be noted that some of the exceedances, in particular the aluminum and iron concentrations, may be due to the total analysis of metals and metalloids, rather than analysis of the dissolved fraction.    Water chemistry at spring sampling location SP-1 is similar to that of the groundwater in the project area, with a sodium-bicarbonate water type, alkaline pH, similar major ion signature to TW-1 and MW-1, and elevated arsenic.    The Mineral Ridge mine, located along Mineral Ridge just east of the Cave Spring Drainage surface water divide, may have some minimal influence on the mountain groundwater system, particularly east of the divide, based on the Mineral Ridge Mine Cluster amendment EA. However, the limited size of the permitted mine and overall low hydraulic conductivity of bedrock in the Mineral Ridge area suggest that impacts from the operation will not be significant at the scale of the project.    Seven primary hydrogeologic units (HGUs), which represent geologic materials or features which have common hydraulic properties (i.e., hydraulic conductivity and storage) or stratigraphic relationships and are recognizable over the project area, have been identified in the study area, as well as 19 faults which define nine separate structural fault blocks used in the geologic framework. These features (i.e., hydrogeologic units and faults) were subsequently used to develop the HCM and the groundwater flow model).    As predicted from the calibrated groundwater flow model, annual average dewatering rates over the entire simulation range from 63 to 345 gpm with a life of (Stage 1) quarry average of 144 gpm.    During dewatering, as groundwater is removed from the system, groundwater elevations will decline in the quarry and surrounding area. The cone of depression is predicted to extend away from the Stage 1 quarry for approximately 0.6 miles.    Following dewatering, as the groundwater system recovers, groundwater elevations will recover, and a lake is predicted to form in the Stage 1 quarry to a level of 5,761 feet amsl. At this level, the lake area will be 23 acres and will have a net evaporation rate of 74 gpm.    Under the base case conditions simulated, the quarry lake is predicted to be a hydraulic sink with no outflows to the surrounding environment (i.e., terminal lake; no flow-through condition). For the high 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  conductivity flow sensitivity run, the Stage 1 quarry lake rebounds to approximately 5,810 feet amsl, which is slightly lower than the estimated hydraulic sink elevation of 5,823 feet amsl.  7-16    Model simulation results show that a water supply can be developed which will provide the project an average of 2,000 gpm over the five-year development and operating period. This representation of the potential well field is generalized as it does not consider the performance or viability of individual wells, but instead assumes that the porosity of the fracture zone and surrounding unfractured bedrock and alluvium would be drained.  7.3.1 QP Statement on Hydrogeological Drilling  The QP is not aware of any factors relating to hydrogeological data collection that could materially affect the accuracy and reliability of the results of the hydrogeological analyses. The data are well documented via original digital and hard copy records and were collected using industry standard practices in place at the time. All data has been organized into a current and secure spatial relational database. The data has undergone thorough internal data verification reviews, as described in Section 9.0 of this TRS. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  7.4 Geotechnical Drilling and Sampling  NewFields provided geotechnical exploration services to support the design and construction of the Spent Ore Storage Facility (SOSF) and the process facilities areas. The objectives of the SOSF and process facility geotechnical study included:  7-17        Characterizing soil, rock, and near surface groundwater conditions  Identifying subsurface hazards that may influence site development of the SOSF and process facilities areas  Identifying potential borrow sources for construction materials  NewFields performed a field investigation in October 2018 which involved logging and sampling geotechnical borings and test pits at the SOSF and process facilities areas Eleven geotechnical borings were drilled in the project area (Table 7.5 and Figure 7.5). Six borings were drilled to total depths ranging from 26.5 to 101.5 feet below ground surface (bgs) in the process facilities area while 5 borings were drilled to total depths of 40.5 and  100.5 feet bgs in the SOSF. Soil samples were collected in the upper 10-foot portion of the boring at 2.5-foot intervals and at a 5-foot interval below this depth.  Twenty-four (24) test pits were excavated in the project area (Table 7.5 and Figure 7.4). Eleven test pits were excavated to depths of 9 to 19 feet bgs in the process facilities areas and along the facilities’ access road while 13 test pits were excavated to depths of 7 to 18.5 feet bgs in the SOSF and along the SOSF access road. Bulk samples were collected in the test pits where changes in stratigraphy were observed.  Table 7.5: Summary of Geotechnical Exploration Locations  Facility Area  Type  Total  Linear Footage (ft)  Process  Boring  6  294.0  SOSF  Boring  5  322.5  Borings Total  11  616.5  Facility Area  Type  Total  Mean Depth  (ft)  Process  Test Pit  8  18.2  Process Access Road  Test Pit  3  15.5  SOSF  Test Pit  11  15.0  SOSF Access Road  Test Pit  2  12.5  Test Pit Total  24  15.9 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Figure 7.4: Geotechnical Boring and Test Pit Locations  7-18 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Soil samples were sent to the NewFields accredited geotechnical laboratory in Elko, Nevada and were tested to characterize moisture content, grain size, and plasticity. Chemical testing was performed by Sunland Analytical in Rancho Cordova, California to evaluate the corrosion potential of the soil samples. The following summarizes the major findings and aspects of the geotechnical exploration of the SOSF and processing plant areas:  7-19    Subsurface conditions in the process facilities area are poorly stratified and consist of intermixed alluvium deposits of sand and gravel with trace to some silt.    In the process facilities area, granular surface soils are loose to a depth of 1 to 2 feet; medium dense to dense from two to 12 feet bgs; and becoming very dense with depth.    Subsurface conditions in the SOSF area are sorted to poorly sorted and moderately stratified. Deposits consist of sand and gravel with trace to some silt.    In the SOSF area, granular surface soils are loose to a depth of 1 to 2 feet; dense to very dense from two to six feet bgs; becoming very dense with depth.      Bedrock was not encountered during this field investigation.  Free water or indications of past groundwater conditions were not encountered during this field investigation and groundwater is not anticipated to influence construction activities or operation of the facilities.    Testing was performed on seven soil samples to evaluate potential sulphate attack. The soluble sulphate content of the seven soils samples ranged from 19.3 ppm to 918.2 ppm. One soil sample has a Class 0 severity of potential exposure or a negligible exposure potential; the other six samples are classified as Class I severity of potential exposure.    Resistivity testing indicates the subgrade soils have a severe corrosion potential when in contact with metallic objects and varied between 200 to 1,530 ohm-centimeters (Ω-cm).    Further chemical testing, on the limited number of soil samples from the Process Facilities area, indicates soil conditions are potentially corrosive (i.e., soil might contain chemical components that can react with construction materials, such as concrete and metals, that may damage foundations and buried pipelines).  7.4.1 QP Statement on Geotechnical Drilling  The QP is not aware of any drilling, sampling, or recovery factors that could materially affect the accuracy and reliability of the results of the geotechnical drilling data. The data are well documented via original digital and hard copy records and were collected using industry standard practices in place at the time. All data has been organized into a current and secure spatial relational database. The data has been verified thorough internal and external data verification reviews, as described in Section 9.0 of this TRS. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  SAMPLE PREPARATION, ANALYSES, AND SECURITY  Site Sample Preparation Methods and Security  All sampling was completed by or supervised by a senior ioneer geologist. The senior ioneer and Newfields geologists referenced here and throughout this TRS have sufficient relevant experience for the exploration methods employed, the type of mineralization being evaluated, and they are registered professional geologists in their jurisdiction.  The QP was not directly involved during the exploration drilling programs and except for observing sampling procedures on two drill holes during the site visit, was not present to observe sample selection. Based on review of the procedures during the site visit and subsequent review of the data, it is the opinion of the QP that the measures taken to ensure sample representativeness were reasonable for the purpose of estimating Mineral Resources.  Several different sampling techniques have been used on the Project since 2010. The nature and quality of the sampling from the various sampling programs is summarized in the following sections.  8-1  8.1.1  8.1.1.1  Sampling Techniques and Preparation  RC Drilling  A chip sample was collected every 5 feet from a 5-inch diameter drill hole and split using a rig-mounted rotary splitter. Samples, with a mean weight of 10.5 pounds were submitted to ALS Minerals laboratory in Reno, NV, where they were processed for assay. RC samples represent 55% of the total intervals sampled to date.  Due to the nature of RC samples, lithological boundaries are not easily honored; therefore, continuous 5-foot sample intervals were taken to ensure as representative a sample as possible. Lithological boundaries were adjusted, as needed, by the senior ioneer geologist once the assay results were received.  For the pre-2017 RC, two samples were collected for every interval (one main sample and one duplicate). Only the main sample was submitted for analysis. For the 2017 RC chip samples, only one, approximately 22-pound sample, was collected every 5-foot depth interval. All samples were submitted for analysis.  8.1.1.2 Core Drilling  Core samples were collected from HQ and PQ size drill core, on a mean interval of 5 feet, and cut using a water-cooled diamond blade core saw (2018-2019), or a manual core splitter (pre-2018). Samples, with a mean weight of 4 pounds, were submitted to ALS where they were processed for assay.  Sample intervals were selected to reflect visually identifiable lithological boundaries wherever possible, to ensure sample representativeness. Determination of the mineralization included visual identification of mineralized intervals by a senior ioneer geologist using lithological characteristics including clay and carbonate content, grain size and the presence of key minerals such as Searlesite and Ulexite. A visual distinction between some units, particularly where geological contacts were gradational was initially made. Final unit contacts were then determined by a senior ioneer geologist once assay data were available.  The QP was not directly involved during the exploration drilling programs; however, the visual identification of mineralized zones and the process for updating unit and mineralized contacts was reviewed with the ioneer senior geologist during the site visit. The QP evaluated the identified mineralized intervals against the analytical results and agrees with the methodology used by ioneer to determine material mineralization. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Prior to 2018, core samples were collected on a mean 5-foot downhole interval and cut in two halves using a manual core splitter. The entire sample was submitted for analysis with no sub-sampling prior to submittal. During the 2018-2019 drilling program, core samples were collected for every 5-foot down hole interval and cut using a water-cooled diamond blade core saw utilizing the following methodology for the two target units and all other samples. The 2018-2019 sampling methodology is illustrated in Figure 8.1.  Figure 8.1: 2018-2019 Sampling Protocol  Once cut, the ½ core (M5, L6, and others) or ¼ core (B5) samples selected for analyses are placed in poly-woven sample bags for submission to the laboratory. A pre-form sample tag that includes a sample number and bar code is affixed to the sample bag and the drill hole and sample interval depths are recorded on the sample bag. The samples are then packaged for transport to the analytical laboratory in Reno, Nevada.  8.1.1.3 Trenches  Trench samples were collected from 19 mechanically excavated trenches in 2010. The trenches were excavated from the outcrop/subcrop using a backhoe and/or hand tools. Chip samples were then collected from the floor of the trench. Due to concerns with correlation and reliability of the results from the trenches, the QP has not included any of the trench data in the geological model or Mineral Resource estimate.  8.1.2 Sample Results  To date there has been a total of 11,934 samples collected on the Project of which 5,459 samples are from the cored drill holes and 6,706 samples are from the RC drill holes. Included in this total are 1,280 Quality Assurance and Quality Control (QA/QC) samples. A summary of the sampling results by drilling program and drill type is presented in Table 8.1. A summary of the assay samples by model unit is included in Table 8.2, not including the QA/QC samples.  8-2 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 8.1: Sampling Summary by Drill Program and Drill Type  8-3  Table 8.2: Summary of Assay Samples by Model Unit and Drill Type  8.1.3 Verification of Sampling and Assaying  To verify the sampling and assaying, both duplicate sampling and twinned drill holes were implemented on the Project.  During 2016-2017 and 2018-2019 drilling programs, field duplicate/replicate samples were obtained. For the 2017 RC drilling, a duplicate sample was collected every 20th sample. For the 2016 and 2018-2019 core drilling programs two ¼ core samples were taken at the same time and were analyzed in sequence by the laboratory to assess the representivity.  Twin drill holes at the same site were drilled during the 2010-2012 drilling program. The twin drill hole pairing comprises one RC drill hole (SBH-04) and one core drill hole (SBHC-01). The QP recommends twinning additional drill hole pairs as part of any future pre-production or infill drilling programs to allow for a more robust review of sample representivity.  Drill Type  Year  Sample Count  Mean  Sample Thickness (ft)  Min.  Sample Thickness (ft)  Max.  Sample Thickness (ft)  RC Drill Holes  2010-2012  2,640  5.0  5.0  5.0  2016-2017  3,905  5.0  5.0  5.0  2018-2019  Core Drill Holes  2010-2012  3,431  5.2  1.0  10.0  2016-2017  483  6.4  1.4  10.0  2018-2019  1,475  4.8  0.8  6.0  Total  11,934  5.3  2.6  7.2  Model Unit  Core Drill Holes  RC Drill Holes  Sample Count  Mean  Sample Thickness (ft)  Mean Li (wt. %)  Mean B (wt. %)  Sample Count  Mean  Sample Thickness (ft)  Mean Li (wt. %)  Mean B (wt. %)  Q1  137  10.5  33  28  507  5.0  39  34  S3  699  5.7  328  238  1,724  5.0  281  263  G4  92  5.2  107  41  193  5.0  129  61  M4  135  4.9  914  103  225  5.0  955  66  G5  43  4.7  630  77  102  5.0  488  62  M5   640  4.8  2,412  1,743  354  5.0  2,219  1,662  B5  944  4.9  1,890  17,842  434  5.0  1,695  17,420  S5  449  5.0  986  677  529  5.0  677  760  G6  193  5.0  371  72  262  5.0  331  318  L6  695  5.0  1,443  4,074  837  5.0  1,106  5,010  Lsi  291  5.0  1,101  876  306  5.0  737  717  G7  212  4.9  341  35  213  5.0  266  85  Tbx  262  5.1  105  29  176  5.0  92  63  Total  4,792  5.2  1,118  4,247  5,862  5.0  679  2,316 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  The QP reviewed the results of the duplicate/replicate sampling and twin drill holes. For the duplicate/replicate samples, the R2 value is 0.992, which is very good. Visual observation of the lithological intervals and the assays for the twin drill holes show that they are very similar, despite the difference in drilling techniques. The QP considers the samples to be representative of the in-situ material as they conform to lithological boundaries determined during core logging.  Sample Audits and Reviews  The QP reviewed the core and sampling techniques during a site visit in December 2018. The QP found that the sampling techniques were appropriate for collecting data for the purpose of preparing geological models and Mineral Resource estimates. There were no audits performed on the RC sampling or for the pre-2018 drilling programs.  Sample Security  Prior to 2018, samples were securely stored on site and then collected from site by ALS and transported to the laboratory by truck. ALS maintained all chain of custody forms. For the 2018-2019 drill holes, core was transported daily by ioneer and/or Newfields personnel from the drill site to the ioneer secure core shed (core storage) facility in Tonopah. Core awaiting logging was stored in the core shed until it was logged and sampled, at which time, it was stored in secured sea cans inside a fenced and locked core storage facility on site.  Samples were sealed in poly-woven sample bags, labelled with a pre-form numbered and barcoded sample tag, and securely stored until shipped to or dropped off at the ALS laboratory in Reno by Newfields personnel. Chain of custody forms were maintained by Newfields and ALS. ALS maintains a globally recognized internal sample security protocol. All samples submitted to the laboratory are assigned a unique barcode and entered into the ALS global laboratory information management system for tracking throughout the stages of laboratory analysis from preparation through to final certificate issue.  8.2 Laboratory Sample Preparation Methods and Analytical Procedures  All RC and core samples were processed, crushed, split, and then a sub-sample was pulverized by ALS Minerals (formerly ALS Chemex) in Reno, Nevada. Analysis was performed at the ALS Minerals Laboratory in Vancouver, BC, Canada, and samples were shipped directly between the preparatory lab in Reno and the analysis lab in Vancouver. Samples were stored in a secure manner and sample chain of custody followed internal ALS protocol once the samples were received from ioneer. ALS is independent from ioneer.  ALS implements a global quality management system that meets all requirements of International Standards ISO/IEC 17025:2017 and ISO 9001:2015. All ALS geochemical hub laboratories, including ALS USA Inc. (Reno), are accredited to ISO/IEC 17025:2017 for specific analytical procedures.  ALS performed the following tests on the RC and core samples, with the descriptions of the tests taken from the ALS Schedule of Services & Fees, Geochemistry, 2019.  8-4    Sample Preparation (PREP-31y): Crusher/rotary splitter combination – Crush to 70% less than 2 mm, rotary split off 250g, pulverize split to better than 85% passing 75 microns.    Multi-element Analysis (ME-MS41): Evaluation by Aqua Regia with ICP mass spectrometry (ICP-MS) finish for 51 elements, including Lithium and Boron. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS    8-5  Boron (B-ICP82a): High-grade Boron samples (>10,000 ppm Boron), were further analyzed by NaOH fusion/ICP high-grade analysis.    Inorganic Carbon (C-GAS05): 95% of the 2018-2019 samples were analyzed for inorganic carbon by HClO4 digestion and CO2 coulometer.    Fluorine (F-ELE81a): 30% of the 2018-2019 were analyzed for Fluorine by KOH fusion and ion selective electrode.  8.3 Quality Control and Quality Assurance Programs  Several variations of QA/QC procedures were implemented on the Project for the various drilling programs. The QA/QC procedures for each program are as follows:    2010-2011 program: one of five different Standard Reference Material (SRM) samples and a small number of field blanks were inserted regularly into the sample sequence.    2016-2017 program: a duplicate sample was collected every 20th primary sample. Field blanks and SRMs were also inserted approximately every 25 samples to assess QA/QC.    2018-2019 program: QA/QC samples comprising 1 field blank and 1 SRM standard were inserted into each sample batch every 25 samples. Submission of field duplicates, laboratory coarse/pulp replicates and umpire assays were submitted in later stages of the 2018-2019 drilling program.  Table 8.3 summarizes the QA/QC sample counts by drilling program and type, as well as the percentage of the total assay samples submitted by program.  Table 8.3: Summary of QA/QC Samples by Drilling Program and Type  The following sections present the QPs findings relating to each of the types of QA/QC samples.  8.3.1 Standard Reference Material Samples  As matrix-matched Certified Reference Material (CRM) standard were not commercially available for sedimentary Lithium and Boron mineralization at the time drilling commenced on the Project in 2010, five distinct Standard Reference Material (SRM) standards were prepared by Shea Clark Smith at Minerals Exploration & Environmental Geochemistry Inc. (MEG) using mineralized material collected from the Project site in 2010. While the certified nature of commercially prepared CRM standards provides an added level of confidence to the evaluation of the laboratory analytical accuracy (against a known certified value), non-commercial SRM standards are commonly used in exploration projects and can be considered a reliable evaluation of laboratory analytical accuracy provided they have been prepared properly including efforts to homogenize the sample followed by round robin testing to establish the accepted value and inherent variability of the SRM material.  Drill Program  Total Assay Samples  QA/QC Samples  SRM  Blank  Duplicate  Total QA/QC Samples  Percentage  of Total Samples  2010-2012  6,071  556  44  600  10%  2016-2017  4,388  251  77  161  489  11%  2018-2019  1,475  67  54  70  191  13%  Total  11,934  874  175  231  1,280  11% 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Review of the five SRMs used determined that there was a reasonable variability for Lithium between the upper and lower control limits (± 2 standard deviation [SD]); however, Boron shows an overall bias towards lower than expected values (i.e., less than the mean) for all sample programs. For each of the 5 SRMs, there were some sample outliers (both low and high); however, the majority fell within the control limits. There was a concern with the SRM sample submission protocol in that ioneer left the SRM standard name on the sample when submitting to the laboratory for analysis; however, partway through the program this problem was recognized and corrected. As a result, more than half of samples submitted did not include the standard name on samples.  Field Blanks  The field blanks used by ioneer were identified as unmineralized dolomite material, sourced primarily from commercial building supply stores. Review of the field blanks indicate that there is some variability in both the Lithium and Boron results. There were several samples that returned higher than expected values, with an increased number being from the 2018-2019 drilling program.  The QP reviewed the largest outliers for both Lithium and Boron and determined that the elevated blank samples primarily occurred in sample sequences of either >1,000 ppm Lithium, or >10,000 ppm Boron, or both. All assay samples were prepared (weighed, crushed, pulverized, and split) at the ALS Reno laboratory; however, the analysis was done at ALS Vancouver. Review of other QA/QC samples in the same sample batches did not show similar levels of anomalous values. As the outliers occurred in high-grade sample sequences, this indicates the potential for contamination by the sampler as they insert the blank samples and/or at the preparatory laboratory, and not necessarily the analysis laboratory. The QP recommends further monitoring and laboratory analysis of the blank material, both at the preparatory laboratory in Reno and at another umpire laboratory).  The QP considers the assay samples to be reliable, despite these anomalous outliers. While several blank samples failed as outliers, the values for Lithium and Boron are well below the mean grades in the sample sequence and have not adversely affected sample results.  Field Duplicates and Replicates  Field duplicates measure inherent variability and analytical precision of the primary laboratory while replicates measure analytical variability and precision of the primary laboratory. No field duplicates were submitted for the pre-2017 drilling programs. For the 2017 RC drilling, a duplicate sample was collected every 20th sample, by splitting the main sample collected from the rotary splitter. For the 2016 and 2018-2019 core drilling programs, two ¼ core samples were taken at the same time and were analyzed in sequence by the laboratory to assess the representativeness.  Review of the 230 field duplicate sample pairs from the 2016-2017 and 2018-2019 drilling programs determined that there was a strong correlation between each pair, as evidenced by an R2 value of 0.99 for Lithium.  In addition to the field duplicates samples, ioneer also submitted several samples for replicate analysis at another laboratory. Pulp rejects obtained during the sample preparatory stage were sent from ALS Reno to American Assay Laboratories (AAL) in Sparks, Nevada for umpire laboratory analysis. Review of the 20 umpire duplicate pairs found a strong correlation between each pair, with Boron returning an R2 value of 0.98.  The QP reviewed the control charts produced for each SRM, field blank and field duplicate, and determined that there was an acceptable level of accuracy and precision for each for the purpose of estimating Mineral Resources.  8-6 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  8.4 QP’s Opinion Regarding Sample Preparation, Security and Analytical Procedures  It is the QP’s opinion that the sample preparation, security, and analytical procedures applied by ioneer and its predecessor ALM were appropriate and fit for the purpose of establishing an analytical database for use in grade modeling and preparation of Mineral Resource estimates, as summarized in this TRS.  The QP reviewed the core and sampling techniques during a site visit in December 2018. The QP found that the sampling techniques were appropriate for collecting data for the purpose of preparing geological models and Mineral Resource estimates. There were no audits performed on the RC sampling or for the pre-2018 drilling programs.  The following recommendations were submitted to ioneer for consideration regarding sampling:  8-7    Revise QA/QC protocol to include field duplicates, laboratory replicates (coarse and pulp replicates) and check assay analyses at a second independent commercial laboratory.    Change SRM insertion procedure to remove the SRM name/number and identifiers other than the regular sample number prior to submitting the sample to the laboratory for analyses.    Exclude trench data from the modeling process based on visual inspection of the subcrop trenches and the reliability and representativeness of trench analytical data used in previous model iterations. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  DATA VERIFICATION  Exploration and Mineral Resource Data Verification  Exploration Data Compilation  All available ioneer and ALM exploration drilling data, including survey information, downhole geological units, sample intervals and analytical results, were compiled by WSP and loaded into an MS Access Database. Most of the exploration data was extracted from a series of MS Access databases provided by ioneer via Newfields.  Compiled drilling data for the South Basin of Rhyolite Ridge comprised 112 drill holes (46 RC and 66 core drill holes) totaling 79,840 feet of drilling and containing 11,934 analytical samples. Compiled supporting documentation for the ioneer and ALM drilling data included laboratory certificates, descriptive logs, core and chip photos, collar survey reports, geological maps and internal report documents.  Collar survey and downhole geological unit intervals, sample intervals and analytical results were imported into a Strater Project and a graphic downhole log was prepared for each drill hole to facilitate visual inspection of each individual drill hole as well as to allow for a review of correlations of geological units and mineralized zones between adjacent drill holes during the data validation and interpretation processes.  Exploration Data Validation  For the pre-2018 drilling, all drill hole logs were recorded by logging geologists on formatted paper sheets, then transcribed into Microsoft (MS) Excel. For the 2018-2019 drilling program, drill hole data and observations by the logging geologists were recorded using formatted logging sheets in MS Excel. Data and observations entered into the logging sheets were reviewed for transcription or keying errors or omissions by senior ioneer and Newfield’s geologists prior to importing the data into the MS Access drill hole database. The QP evaluated the tabular data provided by ioneer for errors or omissions as part of the data validation procedures described in the following section.  The QP performed data validation on the drill hole database records using available underlying data and documentation including but not limited to original drill hole descriptive logs, core photos, and laboratory assay certificates. Drill hole data validation checks were performed in Access using a series of in-house data checks to evaluate for common drill hole data errors including, but not limited to, data gaps and omissions, overlapping lithology or sample intervals, miscorrelated units, drill hole deviation errors, and other indicators of data corruption including transcription and keying errors. Database assay values for every sample were visually compared to the laboratory assay certificates to ensure the tabular assay data was free of errors or omissions. Drill hole recovery data was also reviewed, as well as QA/QC results.  Several minor errors, omissions, or proposed revisions were identified by the QP during the review process; these included typographic errors and omission of some data and observations, as well as some re-correlations of geological units to honor the grade data. In each instance, the error, omission, or revision was reviewed with ioneer and NewFields senior geologists and any updates to the data were incorporated into the geological database.  The QP verified the authenticity of the drill hole data during the December 2018 site visit. The purpose of the site visit was to review the project site, geology, current, and previous exploration methods, and results and identify any concerns and provide recommendations for consideration by ioneer. The site visit was completed in fulfilment of the requirement that the Mineral Resource or Mineral Reserves QP(s) perform a current site visit to the project in support of preparation of any S-K 1300 Mineral Resource and/or Mineral Reserve statements, or TRS.  9-1 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  During the site visit, the QP visited 12 completed drill hole locations. The drill holes visited were selected by the QP while in the field; selected drill holes spanned the spatial extent of the south basin and included drill holes from the 2011 through 2018 drilling campaigns. Drill hole locations visited during the site visit are presented on Figure 9.1. Site visit collar coordinates were recorded by the QP using a non-differentially corrected handheld GPS, which allows for a reasonable comparison against the DGPS coordinates from the database, while greater differences are expected between the holes where both the database collar coordinates, and the site visit collar coordinates are based on non-differential hand-held GPS surveys.  Comparison with the handheld GPS coordinates returned a mean difference of 1.4 feet (range of 0.4 feet to 6.5 feet) for easting, 3.5 feet (range of 0.8 feet to 10.2 feet) for northing and 4.9 feet (range of 0.6 feet to 18.8 feet) for elevation. The coordinate comparison differences were well within the acceptable limits for the two different survey methods used (handheld versus DGPS). The larger difference in the elevation is attributed to the lower accuracy of the handheld GPS.  9-2 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Figure 9.1: WSP Mineral Resource QP Site Visit Map  9-3 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  9.1.3 Validated Drill Hole Information  Of the 112 drill holes reviewed during the data validation process, 108 (42 RC and 66 core) were included in the geological model, and 4 were omitted. One RC twin hole was omitted in favor of the cored hole at the same location. Three water/geotechnical drill holes were omitted due to a lack of lithology and quality data relevant to the geological model.  A summary table providing key details for all validated drill holes for the Project is presented by type and drilling campaign in Table 9.1.  Table 9.1: Summary of Validated Drill Holes by Type and Drilling Program  9-4  Limitations on Data Verification  The QP was not directly involved in the exploration drilling and sampling programs that formed the basis for collecting the data used in the geological modeling and Mineral Resource estimates for the Project; however, the QP was able to observe the drilling, sampling, and sample preparation methods while in progress during the 2018 drilling campaign site visit. The QP has had to rely upon forensic review of the pre-2018 exploration program data, documentation and standard database validation checks to ensure the resultant geological database is representative and reliable for use in geological modeling and Mineral Resource and Reserve estimation.  The QP is not aware of any other limitations on nor failure to conduct appropriate data verification.  QP’s Statement on Adequacy of Data Validation  The QP has validated the data disclosed, including collar survey, down hole geological data and observations, sampling, analytical, and other test data underlying the information or opinions contained in the written disclosure presented in this TRS. The QP, by way of the data verification process described in this Section of the TRS, has used only that data, which were deemed by the QP to have been generated with proper industry standard procedures, were accurately transcribed from the original source and were suitable to be used for the purpose of preparing geological models and Mineral Resource estimates. Data that could not be verified to this standard were reviewed for information purposes only but were not used in the development of the geological models or Mineral Resource estimates presented in this TRS.  9.2 Metallurgy and Processing  The following items were reviewed as part of the metallurgy and processing data verification:  Drill Type  Year  Inclined Drill Hole  Vertical Drill Hole  Total Drill Holes  Total Depth (ft)  Count  Total  Depth (ft)  Count  Total  Depth (ft)  RC Drill Holes  2010-2012  6  4,444  9  7,589  15  12,033  2016-2017  2  2,320  25  15,033  27  17,353  2018-2019  4  1,556  4  1,556  Core Drill Holes  2010-2012  2  1,742  19  15,119  21  16,861  2016-2017  3  2,798  3  2,798  2018-2019  28  21,048  14  8,764  42  29,812  Total  38  29,555  74  50,859  112  80,413 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Metallurgical Testing  The Rhyolite Ridge lithium-boron bearing ore is unique, and no reference installations exist for processing this type of ore. A series of in-depth metallurgical test work and pilot plant programs were performed on the B5, M5, and L6 lithium-boron bearing domains. The metallurgical testing programs were fit for purpose and no standardized test methods were used to govern testing programs. Test work was structured and guided using the general principles and definition of the CIM Best Practice Guidelines for mineral processing.  The metallurgical and analytical testing and historical data is adequate for the estimation of mass and metallurgical recovery estimation factors and estimation of Mineral Reserves.  Plant Designs  During the FS, thousands of hours of bench and pilot plant test work related to the Project’s process flowsheet were conducted at various locations including KCA, Veolia, and Kemetco Research Pilot plant in Canada. Based on these efforts, the Project’s engineering team (led by Fluor) designed the Project’s processing facilities using known and commercially proven technology to accommodate the unique Rhyolite Ridge ore. The test work produced a clear understanding of the processing chemistry, sequences, and understanding of the set points for optimal operations, and allowed ioneer to produce a complete mass balance based upon bench scale and pilot- level verification. This work was used as the basis to develop the plant’s engineering, cost estimates, and production forecasts in the FS.  Primary steam from the sulphuric acid plant will be fed to a steam turbine power plant to generate 35 MW of electricity, sufficient to run the entire process plant separate from the Nevada state power grid. Low-pressure steam extracted from the power plant will be piped to the boric acid and lithium carbonate circuits to drive the boric acid drying and evaporation/crystallization steps. The water supply for the plant is anticipated to be sourced from onsite wells. Water from quarry dewatering wells will be supplemented with an onsite wellfield from which water will be conveyed to the processing facilities via an overland pipeline.  Review of the plant designs and power/water supply indicates that the facilities will be adequate to effectively support the processing and support infrastructure requirements of the project.  Spent Ore Storage Facility  NewFields prepared a design report for the SOSF and associated infrastructure in support of Project development. The SOSF design was based on Spent Ore physical and chemical characteristics and geotechnical testing. The SOSF will be constructed in two phases, with each phase storing approximately 12 million short tons (Mt) of composite material (based on an average dry unit weight of 65 pounds per cubic foot). In its ultimate configuration, the SOSF will cover an area of approximately 135 acres and will provide permanent storage of approximately 24 Mt of composite material. The design of the SOSF is adequate to support the Project, providing enough storage capacity for leached ore from the vat leaching process as well as sulphate salts generated in the evaporation and crystallization circuits.  The data developed for the design of the SOSF is sufficient.  9.3 Mining and Mineral Reserve Data Verification  The Mining and Mineral Reserve QP, with the support of other relevant QPs reviewed the following items, as discussed in the sub-sections below, as part of its mine planning, cost model, and Mineral Reserves data verification.  9-5 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Geotechnical  The geotechnical database containing the results of the 2018/2019 site investigation campaigns has been reviewed as well as the strength properties of the various geological units as determined from the analysis of the available laboratory test results. The strength properties were incorporated into the geological model, and multiple quarry designs were examined until a stable quarry wall configuration was found.  The geotechnical sampling and testing data was sufficient for quarry wall slope stability analyses and design.  Hydrology  The hydrology data verification included review of the aquatic resources delineation report which was completed by Stantec in 2019 and includes an evaluation of a study area (approximately 8,403 acres) which starts in the northern portion of the Fish Lake Valley, heads southeast into the Silver Peak Range (along Nevada State Route 264, bounded along its eastern edge by Rhyolite Ridge and includes land within the Project area. Hydrologic structures have been designed and incorporated into the overall site plan to adequately control incoming sources of water without negatively impacting the mining operation.  Hydrogeology  Hydrogeologic information was collected as part of exploration activities as well as during several dedicated project-related hydrogeology characterization programs, which were developed and implemented in 2018 and 2019 to characterize the hydrogeology near the proposed Stage 1 quarry and throughout the HCM area.  Hydrogeologic data collection, analysis, modeling, and prediction was conducted using standard practices. The  groundwater flow model was well calibrated to observed conditions and hydraulic parameters. The model was run to evaluate uncertainty and sensitivity to variability in key parameters. The groundwater characterization plan, modeling, and results were reviewed and approved by State and NV BLM hydrogeologists.  Future detailed mine designs will need to incorporate dewatering wells and in-pit pumping to aid in quarry wall stability and to keep the quarry dry during operations. During dewatering, as groundwater is removed from the system, groundwater elevations will decline in the quarry and surrounding area. The cone of depression will extend away from the quarry for a distance of approximately 0.6 miles (1 kilometer).  Sufficient hydrogeological testing exists to provide an estimate of Stage 1 quarry dewatering requirements.  Quarry Methods  The proximity of the mineralized ore to the surface results in the use of surface mining methods to extract the material. The shape of the mineralized zone further defines the surface mining design as an open-pit mine using excavators and trucks as the primary mining equipment. The drill-and-blast work is assumed to be completed by a contractor. Once the rock is broken to a reasonable size, it will be hauled to the processing plant (ore) or to the  ex-pit storage facilities (waste).  Cut-off Grade and Modifying Factors  The cut-off grade determined using a two-stage approach including a grade-tonnage evaluation and an economic evaluation. Based on the above grade-tonnage curves, the following observations were made:  9-6    All potential ore material within the low Boron, high Lithium M5 unit has an in-situ Boron grade greater than 1,465 ppm and an in-situ Lithium grade greater than 2,450 ppm 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS    9-7  All potential ore material within the B5 unit has an in-situ Boron grade greater than 4,800 ppm and an in-situ Lithium grade greater than 1,000 ppm    All potential ore material within the L6 unit has an in-situ Lithium grade greater than 400 ppm, but total tonnages reduce almost linearly as the Boron grade increases  The above observations from the grade-tonnage curves were applied to the economic analysis described below to estimate cut-off grades.  Based on the results of leaching process test work, a 5,000 ppm Boron limit was selected as the basis of the cut- off grade estimate. The minimum Lithium grade required to breakeven on revenue and costs was therefore calculated from this limit. The M5, B5, and L6 domains must have a minimum Lithium grade of 740ppm to generate enough revenue to cover the costs of mining, processing, and selling.  Pit Targeting  Numerous pit targeting exercises were performed under various scenarios and assumptions to identify the economic extents of the Stage 1 and Stage 2 Quarry. These pit targeting exercises formed the basis of subsequent quarry designs. Based upon the results of this pit targeting exercise, the 65% revenue factor quarry shell was chosen as a basis for the development of the quarry design due to its roughly 84 Mt of contained ore material that equates to approximately 32 years of ore production, at an average ore production rate of 2.8 million tons per year (Mtpy).  The ultimate quarry shell and waste/ore quantities are reasonable given the quarry optimization inputs and the selected ultimate quarry shell provides a positive economic value.  Quarry Design  The ultimate quarry shell selected from the pit targeting exercise was refined to yield the final quarry shell by integrating operational design characteristics, including ramp location and grades, OSF locations, mining width and height, and other practical mining considerations, given quarry geometry. The first three years of the quarry operation are limited to a minimum surface disturbance area to aid in the initial permitting of the Site. The allowable surface disturbance area for the first three years is approximately 158 acres and will include the OSF, haul roads, ponds, and stormwater controls. The Stage 1 Quarry was designed to maximize ore recovery while also staying within this constraint.  Production Schedule  The phase delineations and quantities were verified with the conclusion that the mining sequence and production quantities are reasonable and will support the planned production for the LOMP. Annual ore production at Rhyolite Ridge is dictated by the amount of sulphuric acid generated by the SAP and subsequently used in the leaching process. On average, the total ore mined was approximately 2.8 Mtpy with variable overburden removal requirements based on quarry orientation and loading equipment available. Assuming an annual acid consumption of 1.38 Mt corresponding to about 2.8 Mtpa of ore, the Stage 2 Production Plan indicates an expected mine life of 26 years.  Manpower and Equipment  The productivity calculations used for equipment fleet size estimation, including equipment capacity, availability and utilization percentages, equipment operating hours and haul distances were reviewed by the QP. The truck fleet is adequately sized for the requirements of the mine and matches well with the selected excavators. The 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  equipment will be powered with diesel fuel which will be delivered to the site via fuel trucks and dispersed through a fuel station and mobile fuel trucks.  In terms of employment opportunities, ioneer estimates a total of 400 to 500 persons will be employed either directly through ioneer or through contractors constructing the project. This will include a mix of skilled workers, as well as management personnel. While the mine is operating, ioneer estimates an initial staff of over 200 workers evolving to a peak of approximately 290 will be employed, including a similar mix of skilled workers plus several management personnel.  Limitation of Data Verification  The QP was not directly involved in the exploration drilling and sampling programs that formed the basis for collecting the data used in the geological modeling and Mineral Resource estimates for the Project. The QP has had to rely upon forensic review of the pre-2018 exploration program data, documentation and standard database validation checks to ensure the resultant geological database is representative and reliable for use in geological modeling and Mineral Resource and Reserve estimation.  The QP is not aware of any other limitations on nor failure to conduct appropriate data verification.  Statement on Adequacy of Data  The QP responsible for Mine Planning and Mineral Reserve estimates has verified the data used in the preparation of the mine design and resultant Mineral Reserve estimate, including geotechnical design criteria, cut- off grade calculations, mine modifying factors, production schedule, manpower and equipment estimates, and other test data underlying the information, or opinions, contained in the written disclosure presented in this TRS.  The QP has used only that data which was deemed by the QP to have been generated with proper industry standard procedures, was accurately transcribed from the original source and was suitable to be used for the purpose of preparing the mine design and Mineral Reserve estimates. Data that could not be verified to this standard was reviewed for information purposes only but was not used in the development of the mine design, or Mineral Reserve estimates, presented in this TRS.  9.4 Marketing  For marketing data used in the FS, ioneer used published data by reputable firms such as Wood Mackenzie (Roskill acquired by Wood Mackenzie in 2021), Benchmark Minerals, Fastmarkets, Maia Research, trade statistics, and others. The use of multiple sources of data to analyze the supply and demand forecast of the materials ensures that the data verification was comprehensive. The supply and demand forecast is an assumption at this time, and ioneer rigorously updates market intelligence, including data, to understand the current market conditions.  9-8 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  MINERAL PROCESSING AND METALLURGICAL TESTING  Metallurgical Testing and Analytical Procedures  The Rhyolite Ridge lithium-boron-bearing ore is unique, and no reference installations exist for processing this type of ore. Advanced scientific investigative and confirmatory test work was therefore required to fully optimize recovery rates of lithium carbonate and boric acid to be produced.  A series of in-depth metallurgical test work and pilot plant programs has been performed on the B5, M5, S5, and L6 lithium-boron bearing domains to optimize the Project’s process flowsheet. The process was customized to the metallurgical and chemical characteristics of each unit operation of the Rhyolite Ridge facilities. The metallurgical testing programs were fit for purpose and no standardized test methods were used to govern testing programs.  Test work was structured and guided using the general principles and definition of the CIM Best Practice Guidelines for mineral processing. At a finer level, each metallurgical laboratory has their own standard operating procedures (SOPs) and use a wide range of standards for individual test procedures and assaying.  The extensive metallurgical testing effort has resulted in achieving a high-level of confidence in the process flowsheet and reducing process risk and uncertainty. The major unit operations of the Rhyolite Ridge flowsheet have been operated at pilot plant scale.  Areas of focus during the testing and process optimization were:  10-1        Achieve high recoveries of boron and lithium through leaching  Economically process the leach solution to remove impurities while minimizing losses of boron and lithium  Produce high-quality, market-desirable lithium carbonate, lithium hydroxide and boric acid materials.  Process testing included the following operations:    Vat leaching – Testing of leachability of ores of varying grade within the ore body; composite ore sample tests; and a full height vat leach test. This work established the metallurgical parameters for vat leach recovery, acid consumption, permeability, wash efficiency, and composition of the resultant leach solution for downstream processing. Ore was vat leached at Kemetco to produce PLS for downstream pilot plant processing.    Boric acid circuit – Pilot plant crystallization of boric acid from the vat leach solution. Boric acid was dissolved and recrystallized to produce high-purity boric acid.    Impurity removal – Bench-scale impurity removal of aluminum and acid before the evaporation and crystallization circuit.    Evaporation and crystallization – Bench-scale test work to identify and quantify the optimum parameters for the evaporation and crystallization circuit.    Lithium carbonate circuit – Pilot plant operation of impurity removal using lime precipitation of magnesium and other insoluble metal hydroxides prior to being fed to lithium carbonate precipitation. Pilot production of lithium carbonate was achieved by precipitation with sodium carbonate followed by washing and oven drying. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  This test work produced a clear understanding of the processing chemistry, sequences, understanding of the set points for optimal operations, and allowed ioneer to produce a complete mass balance based upon pilot-level verification. This work was used as the basis to develop the plant design, cost estimates, and production forecasts in the FS.  The main areas of metallurgical testing completed during the FS and the outcomes of the test program are summarized in Table 10.1.  10-2 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 10.1: FS Metallurgical Testing and Results  10-3  Test Program  Details  Outcome of Test Work  Unit Operation Impacted  By:  Sizer Crushing Test  Vendor test work to confirm size reduction requirements can be met in two stages of crushing  Crusher index and UCS (unconfined compressive strength) confirmed.   Test work was successful by closing gap between sizer teeth in secondary stage of crushing.  Crushing  FLSmidth  Leaching  Vat leach test work evaluating deposit leach response variability and full- scale leach performance   Ore variability leach response is consistently high for lithium and boron.  High lithium and boron recoveries to create spent solids that do not cause permeability issues.   Acid addition is at the beginning of the leach cycle is critical to maintaining good leach conditions and lithium and boric acid recovery.   Optimized a 3-day leach period and a total 7-day cycle including loading, neutralization washing, and unloading  Vat leach  KCA  Bench-scale Evaporation Optimization  Bench-scale optimization of PLS evaporation and sulphate salt crystallizatio n   Feed liquor adjusted to represent commercial operations composition.   Crystals from both EVP1 and CRZ2  exhibited good crystal/liquor separation  characteristics and low-   Evaporation (EVP1)   Crystallization (CRZ2)  Kemetco  Veolia 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Test Program  Details  Outcome of Test Work  Unit Operation Impacted  By:  moisture levels and low lithium losses.   Defined optimum target lithium end concentrations for both EVP1 and CRZ2.   Lithium double salt formation avoided by operating in the correct area of the phase diagram in EVP1 and by   Removal of aluminum, iron, and fluoride by lime precipitation ahead of bench-scale evaporation/crystallizatio n.   Optimal boil down conditions for evaporation achieved in EVP1.   Two stages of cooling implemented in CRZ 2.   Optimized conditions for EVP1 and CRZ2 established for implementation in pilot- scale.   Evaporation optimization program successful.  Semi- integrated Pilot Plant  Operation of an integrated pilot plant consisting of  Successful production of lithium carbonate and boric acid.  Vat leach   Boric acid circuit  Kemetco  10-4 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Test Program  Details  Outcome of Test Work  Unit Operation Impacted  By:  the major unit operations of the FS flowsheet   Feed liquor from vat leach was different from that expected during commercial operations (resolved in ensuing bench-scale evaporation optimization testing explained below).   Boric acid flotation from EVP1 and CRZ2 salts proved to be readily achieved.   Phase chemistry of lithium, sodium, potassium, and magnesium overlaid with test results identified desirable operations parameters.   Root cause analysis undertaken to identify causes of poor crystal/liquor separation as follows (all thee below resolved in ensuing bench-scale evaporation optimization testing explained below):   Crystals from evaporation 1 circuit (EVP1) and crystallization 2 circuit (CRZ2) CRZ2 exhibited poor crystal/liquor separation characteristics, resulting in high-moisture levels and subsequent lithium losses.   Crystallization (CRZ1)  CRZ2   Recrystallizatio n (CRZ3)  EVP1   Impurity removal 1 and 2 (IR1, IR2)   Lithium carbonate precipitation   Lithium brine evaporation (EVP2)  10-5 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Test Program  Details  Outcome of Test Work  Unit Operation Impacted  By:   Lithium saturation occurred at below target concentrations resulting in lithium salt formation and high lithium losses.   Recommendations of root cause analysis implemented in ensuing bench-scale evaporation optimization test program.   A two-stage impurity removal precipitation system using lime and soda ash was successfully implemented on the CRZ2 mother liquor ahead of the lithium carbonate.   Lithium carbonate was successfully produced.  Pilot-scale Evaporation Optimization  Optimized pilot plant operations of PLS  evaporation and sulphate  salt crystallizatio n   Bulk impurity removal of aluminum, iron, and fluoride by lime precipitation ahead of pilot-scale evaporation/ crystallization.(Li/B losses unacceptably high, resolved in bench scale impurity removal as explained below)   Implementation of bench-scale evaporation and optimization parameters.   Crystals from EVP1 and CRZ2 exhibited good  IR1  EVP1  CRZ2  Kemetco  Veolia  10-6 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Test Program  Details  Outcome of Test Work  Unit Operation Impacted  By:  crystal/liquor separation and low-moisture contents.   Achieved target lithium concentrations in EVP1 and CRZ2.   Low lithium losses achieved in EVP1 and CRZ2   Results achieved were in alignment with the phase diagram expectations.  Pilot-scale Crystal/Liquo r Centrifuge Separation  Vendor bench centrifuge test rigs for de-brining of sulphate crystals such that scale-up to industrial sizing and performance can be achieved.   Operated simultaneously as part of pilot-scale evaporation optimization work.   Vendor centrifuges used for industrial sizing of equipment used crystal/liquor separation and wash tests.   Centrifuges achieved high levels of separation, low-liquor contents, and reasonable wash efficiencies.   Overall lithium losses were minimized  EVP1  CRZ2   Kemetc o  Veolia  TEMA  Ferrum  Bench-scale impurity removal  Bench-scale proof of concept and optimization testing of PLS impurity removal   Removal of aluminum and fluorine by a high temperature (90- 95°C) process to form a crystalline sulphate of aluminum and potassium; process achieved:  IR1  Kemetco  10-7 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Source: Section 1 (Executive Summary) of the April 2020 FS (Fluor Enterprises Inc., 2020a).  10.1.1 Additional Post-FS Process Testing  Since the issuance of the FS, additional testing and process refinements conducted during the detailed engineering design phase to confirm and further reduce risk of specific areas in the process flowsheet. This additional testing was conducted after the reference date of this TRS.  10-8  Test Program  Details  Outcome of Test Work  Unit Operation Impacted  By:   High level of aluminum and fluorine removal to produce a feed suitable for EVP1 and CRZ2 circuits   Low lithium and boron losses   Good filtration and washing characteristics  Bench-scale flotation optimization  Bench-scale optimization of boric acid flotation  Bench-scale flotation of boric acid from pilot-scale evaporation optimization achieved:  Good recovery of boric acid from EVP1 (3rd and 4th effect evaporators)  Good recovery of boric acid from CRZ2 (2nd and 4th stage crystallizer)  EVP1  CRZ2  Kemetco  Bench-scale lithium optimization  Bench-scale optimization of lithium brine cleaning  Removal of magnesium from lithium brine (CRZ2 product liquor) using lime precipitation was successful.  Removal of calcium ahead of lithium precipitation by addition of sodium carbonate was successful.  IR2  Kemetco 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Improvements in boron and lithium process losses and product recovery were achieved through additional testing for:  10-9        Vat Leach Residue Dissolution and Washing  Filter Cake Co-Precipitation and Washing  Sulphate Salts Flotation/Repulp and Washing  The additional testing improved benefits in tertiary crushing, optimized the precipitation reagent scheme, optimized filtration washing, repulp washing scheme and crystal washing scheme.  Representativeness of Metallurgical Testing  Most of the metallurgical test work has been performed on B5 material from the South Basin which is the proposed location of the quarry and will be representative of the ore mined for the first 18 years of production. Over 30 tons of ore taken from a bulk sample of the B5 geologic unit outcrop and core was processed.  Additionally, minimal test work has been done on core samples from the North Basin where operations could potentially expand in the future and a single test was performed on the L6 ore that will be mined after Year 19. A boron cut-off grade of 5,000 ppm has also been applied for metallurgical domaining purposes based on leaching test work.  Laboratory Used for Metallurgical Testing  A pilot plant was built at Kemetco Research in Vancouver, Canada to conduct an extensive program of metallurgical test work for the Project. The work was overseen by Kemetco, Fluor and ioneer, with metallurgical test work performed by Kappes Cassiday Associates (KCA), crushing and filtration test work performed by FLSmidth, and evaporation and crystallization test work performed by Veolia.  Recovery Estimates  The lithium and boron recoveries, summarized in Table 10.2 reflect the cumulative recovery for the unit processes that span form vat leaching to product production. These recoveries, which have formed the basis of the Mineral Reserves estimate, have been applied to all ROM ore produced over the 26-year Stage 2 Production Plan.  Table 10.2: Rhyolite Ridge Production Recoveries for Lithium and Boron  Note:  Recovery from lithium carbonate including recovery from purge stream back to IR1 and Li2CO3 plant.  Source: Section 1 (Executive Summary) of the April 2020 FS  Sufficient bench scale and pilot plant test work has been performed to indicate that technical grade lithium carbonate with 99% purity, battery-grade lithium hydroxide with 99.5% purity, and boric acid with 99.9% purity can be produced from the Rhyolite Ridge ore.  Product  Recovery Rate  Annual Production  Lithium carbonate  85%  22,153 short tons of lithium carbonate (>98.2% purity) - years 1 to 3  Lithium hydroxide  95%1  19,577 short tons of lithium hydroxide (99.5% purity) - from years 4  to 26 (conversion of lithium carbonate)  Boric acid  79%  176,245 short tons of boric acid (99.9% purity) 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  10.4.1 Post-FS Recovery Improvements  The additional post-FS testing and process refinements, described in Section 10.1.1 above, during the detailed engineering design phase have resulted in:  10-10      Increased Lithium Carbonate recovery of 85.1%  Increased Boron recovery of 79.5%.  While the results have improved confidence and yield in plant recoveries, these results have not been incorporated into the TRS product yields, product tons or revenue estimations. Plant recoveries for the TRS are the plant recoveries as of the effective date of the TRS.  In the QP’s opinion, there are no material changes in plant recovery since the effective date of the Mineral Reserves of March 17, 2020.  10.5 QP’s Opinion  The metallurgical and analytical testing is adequate and the QP has utilized the data as provided, to establish the metallurgical factors and assumptions that support the Mineral Reserves estimate. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  MINERAL RESOURCE ESTIMATES  Key Assumptions, Parameters, and Methods  Geological Modeling Methodology and Assumptions  The data used in the development of the geological interpretation included drill hole data and observations collected from 66 core and 42 RC drill holes, supplemented by surface mapping of outcrops and faults performed by ioneer personnel. Regional scale public domain geological maps and studies were also incorporated into the geological interpretation.  The QP assumed that the mineralized zones are continuous between drill holes as well as between drill holes and surface mapping based on review of the drill hole data and previous reports. It was also assumed that grades vary between drill holes based on a distance-weighted interpolator. This assumption of the geology was used directly in guiding and controlling the Mineral Resource estimation. The mineralized zones were modeled as stratigraphically controlled lithium-boron deposits. As such, the primary directions of continuity for the mineralization are horizontally within the preferentially mineralized B5, M5, S5, and L6 geological units.  The geological model was updated in January 2020 to incorporate additional ioneer geological mapping along the eastern side of the basin. The purpose of this update was to provide additional geological constraint on the geometry of the basin stratigraphy east of the limits of drill hole data in support of geotechnical modeling and analysis that were in progress on the project.  This incorporation of this additional mapping changed the interpretation of the eastern portion of the basin scale syncline from a simple monoclinal eastern limb to a more complex eastern limb, with bed geometry and thickness modified by a series of basin scale folds and faults.  It should be noted that outcrop mapping data in the eastern portion of the basin is limited, and the resultant revised geological interpretation for the eastern limb of the basin scale syncline is high level in nature (compared to the more detailed modeling and interpretation derived from the abundant drilling data available in the western portion of the basin). The eastern mapping data will need to be corroborated by future additional drilling programs to advance the interpretation and model.  The primary factor affecting the continuity of both geology and grade is the lithology of the geological units. HiB-Li mineralization is favorably concentrated in marl-claystone of the B5, and L6 units, with minor concentration in the M5. Similarly, the LoB-Li mineralization is favorably concentrated in in the M5, S5, and L6 units. Mineralogy of the units also has a direct effect on the continuity of the mineralization, with elevated Boron grades in the B5 and M5 units associated with a distinct reduction in carbonate and clay content in the units, while higher Lithium values tend to be associated with elevated clay and carbonate, and occasionally increase in k-feldspar content in these units.. Additional factors affecting the continuity of geology and grade include the spatial distribution and thickness of the host rocks, which have been impacted by both syn-depositional and post-depositional geological processes (i.e., localized faulting, erosion).  Geological Modeling Database  All available ioneer and ALM exploration drilling data, including survey information, downhole geological units, sample intervals and analytical results, were compiled by WSP and loaded into an MS Access Database. Most of the exploration data was extracted from a series of MS Access databases provided by ioneer via Newfields.  10-11 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  As described in Section 9 of this TRS, the QP performed data validation on the drill hole database records using available underlying data and documentation including, but not limited to, original drill hole descriptive logs, core photos and laboratory assay certificates. The QP has used only that data, which were deemed by the QP to have been generated with proper industry standard procedures, were accurately transcribed from the original source and were suitable to be used for the purpose of preparing geological models and Mineral Resource estimates.  Data that could not be verified to this standard were reviewed for information purposes only but were not used in the development of the geological models or Mineral Resource estimates presented in this TRS.  Validated drilling data for the South Basin of Rhyolite Ridge comprised 112 drill holes (46 RC and 66 core drill holes) totaling 79,840 feet of drilling and containing 11,934 analytical samples. Compiled supporting documentation for the ioneer and ALM drilling data included laboratory certificates, descriptive logs, core and chip photos, collar survey reports, geological maps and internal report documents.  Collar survey and downhole geological unit intervals, sample intervals and analytical results were imported into a Strater Project and a graphic downhole log was prepared for each drill hole to facilitate visual inspection of each individual drill hole as well as to allow for a review of correlations of geological units and mineralized zones between adjacent drill holes during the data validation and interpretation processes.  Exploratory Data Analysis  The QP performed exploratory data analysis (EDA) on the geological modeling database. The EDA involved statistical and geostatistical analysis of the verified data to allow for evaluation of the statistical and spatial variability of the model data. The EDA aided in defining the geological domains used in modeling by identifying statistical and spatial trends in the data. The EDA process also aided in the development of interpolation parameters and in the establishment of Mineral Resource categorization parameters, all of which are discussed in subsequent sections of this Item.  Statistical Analysis  Descriptive statistics, histograms, box plots, probability plots, correlation matrices, and cross plots were used to evaluate the geological and grade data as part of both the data validation and modeling process. Key findings from the statistical analyses are as follows:  11-2    Lithium shows strong positive correlation with Strontium (Sr) and moderate positive correlation with Boron, Rubidium (Rb), Cesium (Cs), Molybdenum (Mo), Carbon Dioxide (CO2), and Florine (F).      Boron shows moderate positive correlation with Lithium, Rubidium, Cs, Sr, Mo and CO2.  Lithium and Boron grade values are highly variable in units other than the targeted mineralized units B5, M5, S5, and L6.    All units other than B5, M5, and L6 show very low Boron grades except for isolated high outliers (statistical outliers are identified as samples with values greater the 75th percentile plus two times the inter-quartile range (high outlier) or with values less than the 25th percentile minus two times the inter-quartile range (low outlier)    The impact of high outlier sample values for Boron is particularly pronounced in the S3 and S5 siltstone-claystone units that occur above and below the mineralized sequence, respectively. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS    11-3  All units show more variable Lithium grade ranges; as expected B5, M5, and L6 show the highest-grade populations; however, there is more pronounced overlap with ranges for many of the other units as compared to the Boron values. This is attributed to the presence of isolated horizons of LoB-Li mineralization in some of the other units.    The B5 unit shows near normal distributions for both Lithium and Boron, with minimal outlier values. This tighter distribution of values is expected based on the high Boron cut-off grade of 5,000 ppm that is used to define the unit by segregating only the HiB-Li mineralization (excluding the LoB-Li mineralization)    The B5 probability plots show a small population of very low-grade Lithium and Boron samples, with less than 1% of the samples below 5,000 ppm Boron and 1,000 ppm Lithium, and a small population of samples distributed between 5,000 and 35,000 ppm Boron and between 1,000 ppm and 1,800 ppm Lithium.    The M5 unit shows skewed distributions, with the Boron population skewed strongly towards the high values and the Lithium population skewed moderately towards the low values. The high outlier Boron values and low outlier Lithium values observed are a result of the presence of the transitional zone near the base of the M5 unit, where the mineralization transitions from LoB-Li mineralization to HiB-Li mineralization in the underlying B5 unit.    The M5 Boron probability plot shows approximately 90% of the data falls below 5,000 ppm, as is expected as this is the cut-off for distinguishing between M5 and B5 units. The M5 Lithium probability plot shows approximately 5% of the values falling below 1,000 ppm Lithium, with the remainder ranging from 1,000 to 2,300 ppm Lithium. Both Lithium and Boron probability plots show the presence of multiple populations of values, indicated by changes in slope in the probability plots; the Lithium data shows two distinct populations while the Boron data suggests three distinct populations.    The L6 unit shows skewed distributions, with the Boron population skewed strongly towards the high values and the Lithium population skewed moderately towards the high values. Both display high outlier populations. The patterns are attributed to the likely presence of both LoB-Li and HiB-Li mineralization throughout the unit.    The L6 Boron probability plot shows approximately 70% of the population below 5,000 ppm Boron. The L6 Lithium probability plot shows approximately 40% of the population below 1,000 ppm Lithium. Like the M5 unit, both Lithium and Boron probability plots for the L6 unit show the presence of multiple populations of values; the Lithium data shows two distinct populations while the Boron data suggests three distinct populations.  11.1.3.2 Geostatistical Analysis  Semi-variograms (variograms) were generated for the purpose of evaluating the spatial continuity of key grade parameters for the B5, M5, and L6 units. Variogram analysis focused on evaluating the spatial continuity of Lithium and Boron within the three mineralized units.  Directional variograms were generated by mineralized zone and by model area on 5-degree azimuth increments and 5-degree dip increments to evaluate potential directional anisotropy for the grade parameters in each of the Mineralized units. Pair-wise relative variograms were generated to account for the impact created by data noise and outliers identified during EDA and directional variogram analyses. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  The experimental variograms were generated using lag distances (the separation distance between members of a sample pairing used to generate the experimental variogram) of 300 ft; this allowed for enough sample pairs to generate moderate to well defined variograms.  The experimental variograms were fitted using a two-structure spherical variogram model. A summary of the variogram model parameters for each unit and grade parameter is presented in Table 11.1. Example Boron and Lithium variograms (major axes) are presented by unit Figure 11.1.  Table 11.1: Summary of Variogram Model Parameters  11-4  Unit  Parameter  Variogram type  Variogram Model  Model Axis  Azimuth  Plunge  Lag  Distance (ft)  Nugget  Total Sill  Total  Range (ft)  B5  B  Anisotropic  Spherical  Major  160  0  300  0.02  0.13  1,800  B5  B  Anisotropic  Spherical  Semi-major  70  0  300  0.02  0.13  600  B5  B  Downhole  Spherical  Minor  0  -90  5  0.02  0.13  40  B5  Li  Anisotropic  Spherical  Major  150  0  300  0.01  0.06  1,800  B5  Li  Anisotropic  Spherical  Semi-major  60  0  300  0.01  0.06  1,800  B5  Li  Downhole  Spherical  Minor  0  -90  5  0.01  0.06  25  L6  B  Anisotropic  Spherical  Major  70  0  300  0.10  1.35  2,500  L6  B  Anisotropic  Spherical  Semi-major  160  0  300  0.10  1.06  2,500  L6  B  Downhole  Spherical  Minor  0  -90  5  0.10  0.90  65  L6  Li  Anisotropic  Spherical  Major  30  0  300  0.04  0.19  2,000  L6  Li  Anisotropic  Spherical  Semi-major  120  0  300  0.04  0.20  1,900  L6  Li  Downhole  Spherical  Minor  0  -90  5  0.04  0.17  60  M5  B  Anisotropic  Spherical  Major  120  0  300  0.01  0.91  2,000  M5  B  Anisotropic  Spherical  Semi-major  30  0  300  0.01  0.91  2,500  M5  B  Downhole  Spherical  Minor  0  -90  5  0.01  1.07  40  M5  Li  Anisotropic  Spherical  Major  170  0  300  0.01  0.06  2,500  M5  Li  Anisotropic  Spherical  Semi-major  80  0  300  0.01  0.07  1,500  M5  Li  Downhole  Spherical  Minor  0  -90  5  0.01  0.09  45 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Figure 11.1: Example Major Axis Variograms by Unit - Boron (Left) and Lithium (Right)  The Lithium and Boron variograms showed moderate to good directional anisotropy for each of the B5, M5, and L6 units. The B5 and M5 units showed the principal direction of continuity towards the south-southeast, approximately parallel to the basin axis, while the L6 principal direction of continuity was generally orthogonal to that of the B5 and M5 units and is more aligned with the down-dip direction of the basin stratigraphy.  The nugget for each variogram was established using downhole variograms, as shown in Figure 11.2. The nugget in most models was relatively low at approximately 12% of the variogram sill (between 1% to 25%). This is attributed to the low degree of short-range grade data variability in the B5, M5, and L6 mineralized units.  11-5 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Figure 11.2: Example Downhole Variograms by Unit - Boron (Left) and Lithium (Right)  Across the B5, M5, and L6 units, the Lithium and Boron grade parameters showed relatively consistent anisotropic spatial variability, with variogram ranges, the distance at which the variogram reaches the sill and levels off, typically between 1,800 feet and 2,500 feet for both Lithium and Boron.  The variogram range distance is the distance beyond which there is no spatial correlation between members of a sample pairing. The variogram range is an important parameter in evaluating interpolation parameters as well as Mineral Resource categorization parameters as it represents the spatial confidence of continuity of the grade parameters.  11-6 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Geological Modeling  Geological modeling and Mineral Resource estimation for the Project was performed under the supervision of the QP. The geological model was developed as a gridded surface stratigraphic model and a stratigraphically constrained grade block model using Datamine MineScape (v6.1.1) StratModel and BlockModel, which are computer-assisted geological, grade modeling, and estimation software applications.  The geological interpretation was used to control the Mineral Resource estimate by developing a contiguous stratigraphic model (all units in the sequence were modeled) of the host rock units deposited within the basin, the roof and floor contacts of which then served as hard contacts for constraining the grade interpolation.  The following sections provide details on the model extents as well as key components of the geological model developed in MineScape, namely the topographic model, stratigraphic model, and the grade model.  Model Extents  The Mineral Resource evaluation presented in this report covers an area of approximately 680 acres within the South Basin of Rhyolite Ridge. The Mineral Resource plan dimensions, defined by the spatial extent of the B5 unit Inferred Mineral Resource classification limits, are approximately 9,500 feet north-south by 5,300 feet east-west. The upper and lower limits of the Mineral Resource span from surface, where the mineralized units outcrop locally, through to a maximum depth of 1,300 feet below surface for the base of the lower mineralized zone (L6 unit). The model extent is shown in Figure 11.3.  Variability of the Mineral Resource is associated primarily with the petrophysical and geochemical properties of the individual geological units in the Cave Spring Formation. These properties played a key role in determining units that were favorable for hosting lithium-boron mineralization versus those that were not. On a basin scale, proximity or distance relative to the interpreted source pathways for the mineralizing fluids is a key component in grade distribution and variability across the deposit; lithium and boron grades appear highest in the southwest portion of the South Basin, proximal to the western bounding fault of the basin.  Topographic Model  The topographic model for the Project was developed using the MineScape StratModel application. 3D contours with a resolution of 50 cm (1.64 feet) were exported from the PhotoSat satellite topographic data set and converted from NAD83 to NVSPW 1983 projections by Newfields. The contour data was loaded into MineScape and the contours were visually inspected by WSP to ensure the data covered the area of interest and that it was free of obvious errors, or omissions.  The contour data was then interpolated across a regularized grid by triangulation; the grid cell size for the model was 25 by 25 feet. Contour lines on 10-foot intervals as well as a rainbow shaded topographic surface were prepared and were visually inspected to ensure the topographic model was free of obvious errors or omissions. As a validation of the modeled topographic surface, collar elevations from the DGPS surveyed drill hole were compared against the collar elevations from the topographic model; the mean difference between collar elevation and topographic model elevation was 0.8 feet (range of 0.0 to 2.8 feet).  It is the QP’s opinion that the topographic source data and the resultant topographic model are appropriate for use in developing the geological model and preparing Mineral Resource estimates for the Project.  11-7 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Figure 11.3: Model Extents  11-8 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  11.1.4.3 Stratigraphic Model  The stratigraphic and structural model for the Project was developed using the MineScape StratModel application. Validated drill hole data was loaded into the model and then interpolated across a regularized grid using a Finite Element (FEM) interpolator; the grid cell size for the model was 25 by 25 feet.  Geological domaining in the model was constrained by the roof and floor surfaces of the geological units. The unit boundaries were modeled as hard boundaries, with samples interpolated only within the unit in which they occurred. To further constrain the structure on the western edge of the basin, WSP included the surficial surface mapping floor contacts for several units in the model schema. The geological units modeled are summarized in Table 11.2.  Structure grids for individual unit roofs, floors, and thickness were created on a by-unit basis for all units using the structural data (roof and floor intercepts) from the drill holes. The grids are essentially the x and y value from the regularized grid plus the structural parameter as the z value (elevation for roof and floor grids, thickness for thickness grids).  Table 11.2: Summary of Geological Units and Surfaces Modeled  11-9  All structure grids were checked visually using isopleth maps and sections, and mathematically by running various raw data versus grid data checks and statistics. A set of Cross-Sections and Long Sections through the model are available in Appendix E, and structure isopleth plan maps in Appendix F of the of the JORC Mineral Resource QP Documentation Report – November 6, 2019.  11.1.4.4 S3 Overburden Model  After the development of the stratigraphic model, ioneer requested that WSP evaluate the possibility of developing a model for the S3 overburden unit using the existing analytical data to establish correlatable stratigraphic horizons within the unit. The methodology and results for this study are summarized in the internal Technical Memorandum, titled “Rhyolite Ridge Lithium-Boron S3 Unit Subdivision Technical Memorandum” (Golder 2019).  Schema Unit  Type  Continuity  Mean  Thick. (ft)  Min  Thick. (ft)  Max  Thick. (ft)  Q1  Floor  Continous  S3  Interval  Pinch  229.56  0.02  707.17  G4  Interval  Pinch  24.87  0.00  73.26  M4  Interval  Pinch  31.62  0.05  63.74  G5  Interval  Pinch  12.38  0.02  33.77  M5  Interval  Pinch  44.99  0.05  91.39  B5  Interval  Pinch  38.13  0.03  105.23  S5  Interval  Pinch  46.22  0.04  135.53  G6  Interval  Pinch  35.74  0.00  112.85  L6  Interval  Pinch  119.28  0.00  276.68  Lsi  Interval  Pinch  25.51  0.00  176.39  G7  Interval  Pinch  25.87  0.00  180.05  Tbx  Roof  Continous 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  The differentiated S3 model would then be used for evaluation as part of ongoing overburden geochemistry acid rock drainage and metals leaching studies as well as potential waste scheduling plans as part of the mine scheduling process to improve selective mining of the S3 waste unit based on geochemistry.  WSP used Machine Learning to identify patterns in the analytical database and then used these patterns to classify the individual S3 samples into pseudo-lithotypes based on their chemical composition; however, drill core was not visually reviewed to confirm these subdivisions.  The S3 lithotypes were then loaded into the geological modeling software and correlations were developed between the drill holes by WSP geologists. Because of the correlation process, a series of 16 correlatable units were identified, as shown in Table 11.3.  A stratigraphic grid model and a block model of the differentiated S3 unit was then generated, using the S3 roof and floor surfaces from the base geological model to ensure minimal impact on the surfaces and volumes of the overlying and underlying units. Thickness statistics for the S3 subdivision units are presented in Table 11.4.  Grade parameters modelled included 16 elements of interest for each of the S3 subdivision units; the modelled units were Li, B, Mg, Ca, Rb, Cs, Na, As, Sr, Mo, Fe, K, Al, W, S, Sb.  Table 11.3: Differentiated S3 Subunits  S3 Sub-unit  Sub-unit Description  S3U1  S3 undifferentiated  S3G2  S3 grit marker  S3U2  S3 undifferentiated  S3G3  S3 grit marker  S3U3  S3 undifferentiated  S3G4  S3 grit marker  S3U4  S3 undifferentiated  S3G5  S3 grit marker  S3U5  S3 undifferentiated  S3S5  S3 siltstone/claystone marker  S3U5B  S3 undifferentiated  S3G6  S3 grit marker  S3U6  S3 undifferentiated  S3S6  S3 siltstone/claystone marker  S3U6B  S3 undifferentiated  S3G7  S3 grit marker  11-10 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 11.4: Differentiated S3 Subunit Thickness Summary Statistics  11-11  The grade parameters for the mass weighted values of the differentiated S3 units have been compiled but requires further evaluation as part of the ongoing overburden geochemistry and mine scheduling studies to evaluate the potential and impacts of selective mining of the S3 waste unit.  11.1.5 Grade Model  This sub-section contains forward-looking information related to density and grade for the Project. The material factors that could cause actual results to differ materially from the conclusions, estimates, designs, forecasts or projections in the forward-looking information include any significant differences from one or more of the material factors or assumptions that were set forth in this sub-section including actual in-situ characteristics that are different from the samples collected and tested to date, equipment and operational performance that yield different results from current test work results.  The grade block model for the Project was developed using the MineScape BlockModel application. Validated drill hole sample grade data was interpolated into the block model using a 50-foot north-south by 50-foot east-west by 5-foot vertical parent block dimension with sub-cell dimensions of 12.5-feet by 12.5-feet by 1.25-feet. The grid cell and block size dimensions represent 25 percent of the nominal drill hole spacing across the model area.  The geological unit surfaces from the stratigraphic model were used to constrain the assignment of the geological unit to the model blocks based on the spatial relationship of the block relative to the unit roof and floor surfaces. Grade values were interpolated within the geological units using only samples intersected within those units; sub- celling was applied to allow for improved definition of geological contacts relative to the model blocks at the upper and lower contacts of the units.  Assumptions relating to selective mining units were based on the interpretation that the Lithium-Boron mineralization encountered is stratigraphically constrained and that mineralized and non-mineralized units can be selectively separated by existing mining and processing methods.  Schema  Unit  Type  Continuity  Mean  Thick (ft)  Min  Thick (ft)  Max  Thick (ft)  Q1  Roof  Continuous  S3U1  Interval  Pinch  131.99  3  354.9  S3G2  Interval  Pinch  23.74  5  55  S3U2  Interval  Pinch  46.54  5  160  S3G3  Interval  Pinch  23.08  5  50.1  S3U3  Interval  Pinch  60.65  5  200  S3G4  Interval  Pinch  12.64  5  49.6  S3U4  Interval  Pinch  59.43  5  160  S3G5  Interval  Pinch  8.75  5  20  S3U5  Interval  Pinch  85.44  8  280  S3S5  Interval  Pinch  11  5  20  S3U5B  Interval  Pinch  11.25  5  20  S3G6  Interval  Pinch  8.81  5  20  S3U6  Interval  Pinch  28.49  5  100.2  S3S6  Interval  Pinch  16.61  5  45  S3U6B  Interval  Pinch  11.4  5  20  S3G7  Interval  Pinch  9.83  1  35  G4_T  Floor  Continuous 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  11.1.5.1 Grade Model Interpolation Parameters  Grade interpolation into the model blocks was performed using an Inverse Distance Squared (ID2) interpolator with up to four search passes with search distances of 500 feet, 1,000 feet, 2,000 feet and 20,000 feet.  As checks, interpolation of Lithium and Boron grade data into the block model was also performed using Nearest Neighbor, and Inverse Distance Cubed (ID3) interpolators. The Nearest Neighbor and ID3 interpolations were performed to allow for evaluation of data interpolation, data clustering and for estimation cross checks while ID2 was the chosen interpolation method for estimating Mineral Resources.  A cell declustering analysis was performed on the Lithium and Boron grade data for the B5, M5, S5, and L6 units to evaluate the potential bias due to spatial clustering of grade data; the analysis indicated that there were no significant biases introduced due to grade data clustering; and therefore, declustering was not applied to the grade data.  Key modeling and estimation parameters included the following, as shown in Table 11.5. Geological and grade parameter fields for the block models are summarized in Table 11.6.  Table 11.5: Summary of Modeling and Interpolation Parameters  11-12  Modeling Parameter  Description  Estimation Method  Inverse Distance Squared  Search Volume Geometry  Ellipsoid  Search Radius (Pass 1/2/3/4)  500/1,000/2,000/20,000 feet  Estimation Block Size (x/y/z)  50/50/5 feet  Sub-cell Size (x/y/z)  12.5/12.5/1.25 feet  Discretization (x/y/z)  2/2/2  Minimum Number of Samples  (Pass 1/2/3/4)  4/4/4/4  Maximum Number of Samples  (Pass 1/2/3/4)  16/16/16/16  Maximum Number of Samples Per Hole (Pass 1/2/3/4)  2/2/2/2  Weighting Used  Density and length 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 11.6: Summary of Block Model Parameters  11-13  Sample Data Compositing  Compositing of drill hole samples was applied to the raw drill hole sample data to allow each sample a relatively equal length to reduce the potential for bias due to uneven sample lengths. An assessment of sample lengths was performed by mineralized unit.  Based on the sample length analysis, the most frequent sample length for all units was identified as 5 feet (mode from the histogram). As a result, a composite length of 5 feet was selected, and all drill hole samples were composited by geological unit prior to being interpolated into the geological model. Composites were constrained by the geological unit (i.e., composites did not span boundaries of units) with no overlaps; 99.9% of the composites were 5 feet in length, with no composites less than 2.5 feet or greater than 5 feet. The raw and composite sample length distribution were compared statistically and graphically for all samples as well as for the B5, M5, and L6 unit samples to make sure that there were no biases introduced by the compositing process.  Grade Data Restrictions  Based on a statistical analysis, extreme Boron grade values were identified in some of the units other than the targeted B5, M5, and L6 units. As a result, restricted interpolation of Boron grade data was applied in place of grade cutting or capping in the other units on the model besides the targeted mineralized units B5, M5, and L6; to allow for use of all validated grade values while limiting the potential impact of overestimating spatially isolated high-grade results in the generally unmineralized units. Restricted interpolation controls were not applied to any other grade parameters. Mineral Resources were not estimated for the other units; however, grade was interpolated to allow for potential mining dilution evaluations during later studies.  Grade capping or top/bottom cutting was not applied for the targeted mineralized units B5, M5, and L6 as a statistical analysis of the grade data indicated there was no bias or influence by extreme outlier grade values.  Moisture Basis  The geological model and resultant estimated Mineral Resource tonnages are presented on a dry basis. A moisture content of 5% for the mineralized units has been assumed for mining and other modifying factors studies currently underway but should be evaluated as part of future analytical programs. Moisture analyses were  Column  Number  Parameter  Description  Column  Number  Parameter  Description  1  IJKNUM  IJK (xyz) cell identifier  22  K2SO4_CALC  Calculated Potassium Sulfate grade  2  XCEN  Block centroid easting  23  LCE_CALC  Calculated Lithium Carbonate Equivalent  3  XCEN  Block centroid northing  24  LI_CNTR  Lithium sample counter  4  XCEN  Block centroid elevation  25  LI_ID3  Lithium (ppm) by inverse distance cubed  5  ILEN  Block dimension, east-west  26  LI_NN  Lithium (ppm) by nearest neighbor  6  JLEN  Block dimension, north-south  27  LI_PPM  Lithium (ppm) by inverse distance squared  7  KLEN  Block dimension vertical  28  LI2CO3_CALC  Calculated Lithium Carbonate grade  8  A_CON_CALC  Calculated Acid Consumption  29  MG_PCT  Magnesium (wt. %) by inverse distance squared  9  SG  Specific Gravity (g/cm3) by inverse distance squared  30  MO_PPM  Molybdenum (ppm) by inverse distance squared  10  AS_PPM  Arsenic (ppm) by inverse distance squared  31  NA_PCT  Sodium (wt. %) by inverse distance squared  11  B_CNTR  Boron sample counter  32  NSR_CALC  Calculated Net Smelter Return value  12  B_ID3  Boron (ppm) by inverse distance cubed  33  OREZONE1  High Boron, Medium Lithium ore zone  13  B_NN  Boron (ppm) by nearest neighbor  34  OREZONE2  Upper High Lithium, Low Boron ore zone  14  B_PPM  Boron (ppm) by inverse distance squared  35  OREZONE3  Lower High Lithium, Variable Boron ore zone  15  CA_PCT  Calcium (wt. %) by inverse distance squared  36  RB_PPM  Rubidium (ppm) by inverse distance squared  16  CS_PPM  Caesium (ppm) by inverse distance squared  37  SEARCH_P  Search pass counter  17  FE_PCT  Iron (wt. %) by inverse distance squared  38  AL_PCT  Aluminum (wt. %) by inverse distance squared  18  H3BO3_CALC  Calculated Boric Acid grade  39  SR_PPM  Strontium (ppm) by inverse distance squared  19  HG_FLAG  HG sample interpolation flag  40  W_PPM  Tungsten (ppm) by inverse distance squared  20  INTERVAL  Model Unit  41  MII_POLY  MII Class from polygons  21  K_PCT  Potassium (wt. %) by inverse distance squared 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  performed on 110 samples as part of the 2018 to 2019 drilling program; however, the results are highly variable. Samples from ¼ core, ½ core, and whole core showed considerable variability within the same geological units, and the lag time between drilling and sample submission for some of the samples has also likely impacted the results. The 2018 to 2019 moisture analysis results require further investigation prior to being able to use this data.  11.1.5.5 Density  The density values used to convert volumes to tonnages were assigned on a by-geological unit basis using mean values calculated from 249 density samples collected from drill core during the 2010 to 2011 and 2018 to 2019 drilling programs. The density analysis were performed using the water displacement method for density determination, with values reported in dry basis.  The application of assigned densities by geological unit assumes that there will be minimal variability in density within each of the units across their spatial extents within the project area. The use of assigned density with a very low number of samples, as is the case with several waste units, is a factor that increases the uncertainty and represents a risk to the Mineral Resource estimate confidence.  Density values were assigned for all geological units in the model, including mineralized units as well as overburden, interburden, and underburden waste units. By-unit densities were assigned in the grade block model based on the block geological unit code as shown below in Table 11.7. As samples were not collected for density analyses for the Q1, Lsi, and G7 units, a default value for typical quaternary overburden was assigned for Q1 while the mean density value for the TBX unit was assigned to the other underburden units Lsi and G7.  Table 11.7: Summary of Density Data by Unit  11-14  Grade Model Density Parameters  Sample Count  Mean of  Density  (lb/ft3)  Min of  Density  (lb/ft3)  Max of  Density  (lb/ft3)  Q1  Overburden  -  112.4  S3  25  125.7  61.5  131.2  G4  2  124.9  95.5  106.4  M4  10  124.9  104.6  154.5  G5  5  123.4  66.7  130.1  M5  Mineralized  45  130.2  80.9  147.5  B5  80  121.8  94.0  287.9  S5  Mineralized  / Interburden  26  124.3  100.9  138.8  G6  Interburden  4  124.9  105.8  137.7  L6  Mineralized  39  131.9  105.6  165.2  Lsi  Underburden  -  124.9  G7  -  124.9  Tbx  7  124.9  87.5  163.6  Mean / Totals  243  124.9  61.5  287.9 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  11.1.6 Model Review and Validation  The geological and grade model validation and review process involved visual inspection of drill hole data as compared to model geology and grade parameters using plan isopleth maps and 600-foot spaced cross-sections through the model. Postings of drill hole intercepts and grade values were visually compared against plan isopleth maps for the various unit roof and floor surfaces, unit thickness, and key grade parameters.  Along with visual validation via sections and plans, drill holes, and model values were compared statistically, as well as via along-strike and down-dip swath plots.  No reconciliation data is available for use in model validation because the Project is not in production.  11.2 Mineral Resource Estimate  This sub-section contains forward-looking information related to Mineral Resource estimates for the Project. The material factors that could cause actual results to differ materially from the conclusions, estimates, designs, forecasts or projections in the forward-looking information include any significant differences from one or more of the material factors or assumptions that were set forth in this sub-section including geological and grade interpretations and controls and assumptions and forecasts associated with establishing the prospects for economic extraction.  The basis of the project’s Mineral Resource estimate of the South Basin and how it was generated are summarized below. The Mineral Resource estimate for the project is reported here in accordance with the SEC S-K 1300 regulations. For estimating the Mineral Resources of the South Basin, the following definition as set forth in the S-K 1300 Definition Standards adopted December 26, 2018, was applied.  Under S-K 1300, a Mineral Resource is defined as:  “… a concentration or occurrence of material of economic interest in or on the Earth’s crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled.”  Based on the geological model, grade model, parameters for establishing prospects for economic extraction, and the resource classification discussed in this Section, the categorized Mineral Resource estimate of the South Basin for the ioneer Rhyolite Ridge Project is presented by mineralized unit below in Table 11.8. The Mineral Resource is reported as in-situ and exclusive of the Mineral Reserve tons and grade (tons and grade from within the Stage 2 Mineral Reserve pit have been removed from the stated Mineral Resources). Mineral resource categorization of Measured, Indicated, and Inferred Mineral Resources presented in the table is in accordance with the definitions presented in S-K 1300. The effective date of the Mineral Resource estimate is March 31, 2023. The current Mineral Resource estimate reflects an update to the January 20, 2020, Mineral Resource estimate.  Relative to the January 2020 Mineral Resource estimate, the updated March 2023 Mineral Resource estimate for the Project reflects a significant increase in the estimated resource tons, including the reporting of the Mineral Resources for the LoB-Li mineralization for the first time for the Project. The updated Mineral Resource estimate also presents an increase to the HiB-Li Mineral Resource tons as the impact of the LoB-Li mineralization resulted in a net expansion of the constraining Mineral Resource pit shell.  11-15 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Mine design and other modifying factors studies relating to the LoB-Li processing stream have not been completed at present to allow for the estimation the of Mineral Reserve estimates for this second style of mineralization As a result, the Mineral Resources presented in this TRS reflect the estimate of the two processing streams, while the Mineral Reserves reported in Section 12 of this TRS are the same as those reported in the 2020 DFS.  The mineral resource pit shell used to constrain the March 31, 2023, mineral resource estimate was not adjusted to account for any impacts from avoidance of Tiehm’s buckwheat or minimization of disturbance within the designated critical habitat. Estimates run inside the avoidance polygons identified 32.4 Mt at 1,650 ppm Li and 9,000 ppm B (both HiB-Li and LoB-Li streams combined), reflecting approximately 8% of the March 2023 global Mineral Resource estimate for the Project. The tons and grade within the avoidance polygons have not been removed from the Mineral Resources for the March 2023 estimate. Environmental and permitting assumptions and factors will be taken into consideration during future modifying factors studies for the Project. These permitting assumptions and factors may result in potential changes to the Mineral Resource footprint in the future.  From the effective Mineral Resource date of March 31, 2023, until the date of this report October 25, 2023, the QP is not aware of any material changes that would affect the resource model or Mineral Resource estimate.  Note to readers: The Mineral Resources presented in this section are not Mineral Reserves and do not reflect demonstrated economic viability. The reported Inferred Mineral Resources are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves. There is no certainty that all or any part of this Mineral Resource will be converted into Mineral Reserve. Current Mineral Reserves are presented in Section 12.0 of this TRS.  Based on the geological results, supported by the mining method evaluations, metallurgical test work, and other modifying factors studies completed on the Project as part of the 2020 FS, it is the QP’s opinion that the HiB-Li Mineral Resources have reasonable prospects for eventual economic extraction. The results of the additional metallurgical testing of the low boron content M5, S5, and L6 units indicates a reasonable prospect of recovering lithium and boron from these units, sufficient to include this secondary process stream when considering factors supporting the reasonable prospects for Mineral Resources. The QP recommends that further work be conducted to allow for upgrading of the LoB-Li Mineral Resource to a Measured confidence level.  11-16 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 11.8: Mineral Resource Estimate – South Basin Rhyolite Ridge (March 31, 2023)  11-17  Notes:  Mt = Million short tons; Li = Lithium; B = Boron; ppm = parts per million; Li2CO3 = Lithium carbonate; H3BO3 = boric acid; kt = thousand short tons.  Totals may differ due to rounding, Mineral Resources reported on a dry in-situ basis and are exclusive of Mineral Reserves. Lithium is converted to  Lithium carbonate (Li2CO3) using a conversion factor of 5.322 and Boron is converted to boric acid (H3BO3) using a conversion factor of 5.718.  The Statement of Estimates of Mineral Resources has been compiled by Mr. Jerry DeWolfe, who is a full-time employee of WSP and a Professional  Geologist (P.Geo.) with the Association of Professional Engineers and Geoscientists of Alberta (APEGA). Mr. DeWolfe has sufficient experience that is relevant to the style of mineralization and type of deposit under consideration and to the activity that he has undertaken to qualify as a QP as  defined in S-K 1300.  All Mineral Resources figures reported in the table above represent estimates at March 31, 2023. Mineral Resource estimates are not precise calculations, being dependent on the interpretation of limited information on the location, shape and continuity of the occurrence and on the available sampling results. The totals contained in the above table have been rounded to reflect the relative uncertainty of the estimate. Rounding may cause some computational discrepancies.  Mineral Resources are reported in accordance with S-K 1300.  The reported Mineral Resource estimate was constrained by a conceptual Mineral Resource optimized pit shell for the purpose of establishing reasonable prospects of economic extraction based on potential mining, metallurgical and processing grade parameters identified by mining, metallurgical and processing studies performed to date on the Project. Key inputs in developing the Mineral Resource pit shell included a 5,000 ppm Boron cut-off grade for the HiB-Li Mineralization and a 1,090 ppm Lithium cut-off grade for the LoB-Li mineralization., Mining cost of US$2.07/short ton plus $0.00163/short ton-vertical meter of haulage; plant feed processing and grade control costs of US$41.23/ short ton of plant feed for the HiB-Li processing stream and US$36.91/ton for the LoB-Li clay processing stream; Boron and Lithium recovery of 83.5% and 81.8%, respectively for the HiB-Li processing stream and by unit recoveries of 76% (M5), 85% (S5) and 86% (L6) for the LoB-Li clay processing stream; boric acid sales price of US$635/short ton; Lithium carbonate sales price of US$9,070/short ton; and sales/transport costs of US$145/short ton of product.  Processing Stream  Group  Classification  Short Tons (Mt)  Li (ppm)  B  (ppm)  Li2CO3  (wt. %)  H3BO3  (wt. %)  Li2CO3  (kt)  H3BO3  (kt)  Stream 1  (> 5,000 ppm B)  Upper Zone B5 Unit  Measured  3.4  1,900  17,950  1.0  10.3  30  350  Indicated  20.6  1,750  17,450  0.9  10.0  190  2,060  Inferred  6.1  1,950  15,200  1.0  8.7  60  530  Total  30.2  1,800  17,050  1.0  9.7  290  2,940  Upper Zone M5 Unit  Measured  0.6  2,450  5,450  1.3  3.1  10  20  Indicated  2.0  1,600  6,550  0.9  3.8  20  70  Inferred  0.0  0  0  0.0  0.0  0  0  Total  2.5  1,800  6,300  1.0  3.6  20  90  Upper Zone S5 Unit  Measured  0.8  1,800  6,250  0.9  3.6  10  30  Indicated  2.5  950  6,700  0.5  3.8  10  90  Inferred  0.0  0  0  0.0  0.0  0  0  Total  3.2  1,150  6,600  0.6  3.8  20  120  Upper Zone Total  Measured  4.7  1,950  14,550  1.0  8.3  50  400  Indicated  25.1  1,650  15,550  0.9  8.9  220  2,230  Inferred  6.1  1,950  15,200  1.0  8.7  60  530  Total  35.9  1,750  15,350  0.9  8.8  330  3,160  Lower Zone L6 Unit  Measured  14.1  1,350  7,650  0.7  4.4  100  620  Indicated  42.9  1,400  11,300  0.7  6.5  320  2,770  Inferred  12.8  1,350  12,750  0.7  7.3  90  930  Total  69.8  1,400  10,800  0.7  6.2  510  4,320  Total Stream 1 (all zones)  Measured  18.9  1,500  9,400  0.8  5.4  150  1,010  Indicated  68.0  1,500  12,850  0.8  7.4  540  5,000  Inferred  18.9  1,550  13,550  0.8  7.7  160  1,470  Total  105.8  1,500  12,350  0.8  7.1  850  7,480  Stream 2  (> 1,090 ppm Li, no B COG)  Upper Zone B5 Unit  Indicated  0.0  2,200  4,150  1.2  2.4  0  0  Inferred  0.0  0  0  0.0  0.0  0  0  Total  0.0  2,200  4,150  1.2  2.4  0  0  Upper Zone M5 Unit  Indicated  66.3  2,400  1,300  1.3  0.7  850  490  Inferred  16.4  2,500  750  1.3  0.4  220  70  Total  82.8  2,450  1,200  1.3  0.7  1,070  560  Upper Zone S5 Unit  Indicated  18.3  1,700  1,350  0.9  0.8  170  140  Inferred  3.9  1,500  400  0.8  0.2  30  10  Total  22.2  1,650  1,200  0.9  0.7  200  150  Upper Zone Total  Indicated  84.7  2,250  1,300  1.2  0.8  1,020  640  Inferred  20.3  2,300  650  1.2  0.4  250  80  Total  105.0  2,250  1,200  1.2  0.7  1,270  710  Lower Zone L6 Unit  Indicated  90.0  1,500  1,600  0.8  0.9  710  830  Inferred  29.2  1,600  1,050  0.8  0.6  250  170  Total  119.2  1,500  1,450  0.8  0.8  960  1,000  Total Stream 2 (all zones)  Indicated  174.7  1,850  1,450  1.0  0.8  1,730  1,460  Inferred  49.5  1,900  900  1.0  0.5  500  250  Total  224.2  1,850  1,350  1.0  0.8  2,230  1,720  Grand Total Both Streams and All Units  330.0  1,750  4,900  0.9  2.8  3,080  9,200 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  The Mineral Resource estimates presented in this report are based on the factors related to the geological and grade models presented in this section, and the criteria for reasonable prospects of economic extraction are described in Section 11.3 of this TRS. The Mineral Resource estimates may be affected positively or negatively by additional exploration that expands the geological database and models of lithium-boron mineralization on the project. The Mineral Resource estimates could also be materially affected by any significant changes in the assumptions regarding forecast product prices, mining, and process recoveries, or production costs. If the price assumptions are decreased or the assumed production costs increased significantly, then the cut-off grade must be increased and, if so, the potential impacts on the Mineral Resource estimates would likely be material and need to be re-evaluated.  The Mineral Resource estimates are also based on assumptions that a mining project may be developed, permitted, constructed, and operated at the project. Any material changes in these assumptions would materially and adversely affect the Mineral Resource estimates for the project; potentially reducing to zero. Examples of such material changes include extraordinary time required to complete or perform any required activities, or unexpected and excessive taxation, or regulation of mining activities that become applicable to a proposed mining project on the project.  Except as described in this section, the QP does not know of environmental, permitting, legal, title, taxation, socio- economic, marketing, political, or other relevant factors that could materially affect the Mineral Resource estimates.  Basis for Establishing the Prospects of Economic Extraction for Mineral Resources  Assumptions for Establishing Prospects of Economic Extraction  This sub-section contains forward-looking information related to establishing the prospects of economic extraction for Mineral Resources for the Project. The material factors that could cause actual results to differ materially from the conclusions, estimates, designs, forecasts or projections in the forward-looking information include any significant differences from one or more of the material factors or assumptions that were set forth in this sub- section including cut-off grade assumptions, costing forecasts and product pricing forecasts.  As per S-K 1300, a key requirement in the estimation of mineral resources is that there must be a reasonable prospect for economic extraction of the mineral resources. The Mineral Resource estimate presented in this TRS was developed with the assumption that the lithium-boron mineralization within the Mineral Resource quarry shell, described further below, has a reasonable prospect for economic extraction based on the following key considerations:  11-18    The geological continuity of the mineralized zones and grade parameters demonstrated via the current geological and grade model for the South Basin of Rhyolite Ridge.    The potential for selective extraction of the HiB-Li mineralized intervals encountered in the B5, M5, and L6 units using current conventional open pit mining methods.    The potential for selective extraction of the LoB-Li mineralized intervals encountered in the B5, S5, and L6 units using current conventional open pit mining methods.    The potential to produce Boric acid and Lithium carbonate products using current processing and recovery methods. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS    11-19  The assumption that Boric Acid and Lithium Carbonate produced by the Project will be marketable and economic considering transportation costs and processing charges and that there will be continued demand for Boric Acid and Lithium Carbonate.    The assumption that the location of the project in the southwest of the continental United States would be viewed favorably when marketing boric acid and lithium carbonate products to potential domestic end users.  Altogether, based on the exploration drilling and test work presented in the 2020 FS, HiB-Li mineralization of potential economic interest exists on the Project and can potentially be mined and processed to recover Boric Acid and Lithium Carbonate using existing industry standard mining and processing methods and equipment. ioneer has been conducting metallurgical test work on the LoB-Li mineralization since 2016, which built upon test work completed in 2010-2011 by ALM. Additional metallurgical test work completed following the 2020 FS supports that LoB-Li mineralization of potential economic interest exists on the Project and can potentially be mined and processed to recover Boric Acid and Lithium Carbonate using existing industry standard mining and processing methods and equipment.  Additional detail on the key assumptions relating to establishing reasonable prospect for eventual economic extraction of the Mineral Resources are presented below.  11.3.1.1 Cut-Off Grade and Resource Quarry Shell  The Mineral Resource estimate presented in this TRS has been constrained by the application of an optimized Mineral Resource quarry shell. The Mineral Resource quarry shell was developed using Maptek Vulcan Mine Planning software.  The resource pit shell was updated in 2022 to incorporate resources resulting from an additional processing stream which allows for the processing of mineralized material with a low boron content (LoB-Li). Mineral Resource estimation prior to this 2022 update had included only material that contained boron in an amount greater than 5,000 ppm (HiB-Li). The new processing stream is able process blocks and recover lithium from blocks with a boron content of less than 5,000 ppm (LoB-Li).  For optimization of the resource pit shells, the blocks were segregated first by the boron content and secondly, by the lithium content. Blocks with a boron content greater than 5,000 ppm were assigned to the original processing stream, hereafter referred to as the “High Boron” processing stream. If the blocks had a boron content less than 5,000 ppm but still contained an adequate amount of lithium to return a positive economic value for the block after processing, they were assigned to the new processing stream, hereafter referred to as the “Low Boron” processing stream. Blocks with inadequate amounts of both boron and lithium were classified as waste.  Mining, processing, and market parameters used in the optimized resource quarry shell are based on information available from 2020 FS. The Mineral Resource Pit Shell optimization parameters are summarized in Table 11.9. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 11.9: Mineral Resource Quarry Shell Parameters  11-20  Note: Mining cost used for Resource Quarry Shell was referenced from the 2018 PFS.  The optimized resource quarry shell was exported from Vulcan and imported into MineScape BlockModel and converted to a MineScape surface. The resource quarry shell surface was then used as the lower limiting surface on the Mineral Resource estimate, with the topographic surface serving as the upper limiting surface.  Mining Factors or Assumptions  The Mineral Resource estimate presented in this Documentation Report was developed with the assumption that the HiB-Li and LoB-Li mineralization within the Mineral Resource pit shell, as described in the preceding section, has a reasonable prospect for eventual economic extraction using current conventional open pit mining methods.  The mining factors or assumptions used in establishing the reasonable prospects for eventual economic extraction of the HiB-Li and LoB-Li mineralization are based on preliminary results from mine design and planning work from the 2020 FS.  Except for the Mineral Resource quarry shell criteria discussed in the preceding section, no other mining factors, assumptions, or mining parameters such as mining recovery, mining loss, or dilution have been applied to the Mineral Resource estimate presented in this report.  Metallurgical Factors or Assumptions  The metallurgical factors or assumptions used in establishing the reasonable prospects for eventual economic extraction of the HiB-Lo mineralization are based on results from metallurgical and material processing work as part of the 2020 FS for the Project. The metallurgical factors or assumptions used in establishing the reasonable prospects for eventual economic extraction of the LoB-Li mineralization are based on studies completed in 2010-  Cut-Off Parameter  Value  B Cut-off Grade  High Boron Processing Stream  5,000 ppm  Low Boron Processing Stream  None  Li Cut-Off Grade  High Boron Processing Stream  None  Low Boron Processing Stream  1,090 ppm  Overall Pit Slope Angle  42º  Mining Cost  US$2.07/short ton  Processing Costs  High Boron Processing Stream  US$41.23/short ton  Low Boron Processing Stream  US$36.91/short ton  B Recovery  High Boron Processing Stream  83.50%  Low Boron Processing Stream  72% M5, 79.5% B5, 75% S5, 81% L6  Li Recovery  High Boron Processing Stream  81.80%  Low Boron Processing Stream  76% M5,85% B5, 85% S5, 86% L6  Boric Acid Sales Price  US$635/short ton  Lithium Carbonate Sales Price  US$9,072/short ton  Sales/Transport Costs  US$145/short ton 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  2012 by ALM and since 2016 by ioneer, as well as additional metallurgical and material processing work that was conducted following the completion of the 2020 FS for the Project.  The HiB-Li mineralization test work completed as part of the 2020 DFS as well as the test work focused on the LoB-Li mineralization completed in 2012-2012, 2016-2019 and after the 2020 DFS were performed using current processing and recovery methods for producing Boric acid and Lithium carbonate products.  11.3.1.4 Environmental Factors or Assumptions  Environmental and socio-economic studies are in progress for the project; however, there have been no environmental factors or assumptions applied to the geological modeling or estimated Mineral Resources presented in this report. Environmental assumptions and factors will be taken into consideration during future modifying factors studies for the project.  Environmental and socio-economic studies are in progress for the Project; however, there have been no environmental factors or assumptions applied to the geological modeling and/or estimated Mineral Resources presented in this TRS.  In December 2022, the United States Fish and Wildlife Service (USFWS) listed Tiehm’s buckwheat as an endangered species under the Endangered Species Act (ESA) and has designated critical habitat by way of applying a 1,640 foot radius around several distinct plant populations that occur on the Project site. Ioneer is committed to the protection and conservation of the Tiehm’s buckwheat. The Project’s Mine Plan of Operations submitted to the BLM in July 2022 and currently under NEPA review has no direct impact on Tiehm’s buckwheat and includes measures to minimize and mitigate for indirect impacts within the designated critical habitat areas identified.  The mineral resource pit shell used for the March 31, 2023, Mineral Resource update was not adjusted to account for any impacts from avoidance of Tiehm’s buckwheat or minimization of disturbance within the designated critical habitat. However, Mineral Resources occurring within the avoidance areas have been specifically identified as part of the discussion on Mineral Resources presented in this TRS.  Environmental and permitting assumptions and factors will be taken into consideration during future modifying factors studies for the Project. These permitting assumptions and factors may result in potential changes to the Mineral Resource footprint in the future.  11-21 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  11.4 Mineral Resource Classification  This sub-section contains forward-looking information related to Mineral Resource classification for the Project. The material factors that could cause actual results to differ materially from the conclusions, estimates, designs, forecasts or projections in the forward-looking information include any significant differences from one or more of the material factors or assumptions that were set forth in this sub-section including geological and grade continuity analysis and assumptions.  According to the S-K 1300 regulations, to reflect geological confidence, Mineral Resources are subdivided into the following categories based on increased geological confidence: Inferred, Indicated, and Measured, which are defined under S-K 1300 as:  “Inferred Mineral Resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project, and may not be converted to a mineral reserve.”  “Indicated Mineral Resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to allow a QP to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may only be converted to a probable mineral reserve.”  “Measured Mineral Resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a measured mineral resource is sufficient to allow a QP to apply modifying factors, as defined in this section, in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Because a measured mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral resource or an inferred mineral resource, a measured mineral resource may be converted to a proven mineral reserve or to a probable mineral reserve.”  11-22 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  The Mineral Resource classification applied by the QP has included the consideration of data reliability, spatial distribution, and abundance of data and continuity of geology and grade parameters. The QP performed a statistical and geostatistical analysis for evaluating the confidence of continuity of the geological units and grade parameters. The results of this analysis were applied to developing the Mineral Resource classification criteria.  Estimated Mineral Resources were classified as follows:  11-23    Measured: 500-foot spacing between points of observation, with sample interpolation from a minimum of two drill holes.    Indicated: 1,000-foot spacing between points of observation, with sample interpolation from a minimum of two drill holes.    Inferred: 2,000-foot spacing between points of observation, with sample interpolation from a minimum of two drill holes.  Mineral Resource classification codes for Measured, Indicated, and Inferred Mineral Resources were assigned directly to the individual model blocks according to the classification criteria presented above. The volumes, tons and grades for the classified Mineral Resource estimates were then tabulated by mineralized unit and reviewed by the QP prior to stating the Mineral Resources as presented in this TRS.  The volumes, tons and grades for the categorized Mineral Resource estimates were then tabulated by mineralized unit and reviewed by the QP prior to stating the Mineral Resources as presented in Section 7.4 of this Documentation Report.  It is the QP’s opinion that the classification criteria applied to the Mineral Resource estimate are appropriate for the reliability and spatial distribution of the base data and reflect the confidence of continuity of the modeled geology and grade parameters.  11.5 Mineral Resource Uncertainty Discussion  The sources of uncertainty for the Mineral Resource evaluation include the following topics, along with their location in this TRS:          Sampling and drilling methods – Section 7.2 and 8.0  Data processing and handling – Section 11.1.1  Geological modeling – Section 11.1.4  Tonnage estimation – Section 11.2  The sampling and drilling methods present a low source of uncertainty based on the standard methods that were in place with ioneer and ALM for the recent exploration history. The items that helped to reduce uncertainty with the sampling and drilling methods include the fact that most of the drill holes were cored with PQ or HQ size core; the 2018-2019 drilling was also performed using a triple-tube core barrel to optimize core recovery and therefore, sample representativity. The core was then measured and logged and sampled with guidance from the ioneer geological team. The core was then sent to accredited commercial independent laboratories where QA/QC programs were implemented and actively monitored for laboratory performance.  Once the assay results were received from the laboratories, the data was input into the geological database along with the collar, drill hole information, and lithology records. The lithology records from the core logging were 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  validated based on the assay results by the ioneer geological team to adhere with known trends for the various domains. The data handling was secure in the geological database and this process also demonstrates a low level of uncertainty for the Mineral Resource estimate.  The validated database was loaded into the geological model where surfaces for lithology were modeled and validated based on drill holes, geological trends and operational experience. The current geological model appears to define the Measured and Indicated Mineral Resource areas of the quarry well. Uncertainty for these areas can be classified as low for a global estimate; however, there will likely be minor local variability when the area is mined and compared back to the model. This is common, as the geological model is just that, a model that is used to estimate tonnages. The model for the Measured and Indicated portions of the deposit is appropriate to use for conversion to Mineral Reserves.  The Inferred Mineral Resource portion of the deposit will require future drilling and exploration to better define and understand the lithological variation before they can be upgraded to Measured, or Indicated, Mineral Resources. The level of uncertainty for the lithological model is moderate for the Inferred Mineral Resource areas due to the type of geological deposit that is being modeled. As with the Measured and Indicated Mineral Resource areas, the global uncertainty is lower than the local uncertainty due to the ability to average over the areas when estimating globally.  The geological model was then used to code the blocks according to the geological domains to support the grade estimation. This step was completed with care and diligence by the QP, with significant review and input from the ioneer geologists who are very well versed in the geological environment of Rhyolite Ridge and, therefore, the uncertainty is low.  The drill hole data was then composited, and a geostatistical analysis was completed to better understand the variability of the grades by domain. The data were sufficient for this analysis to be completed by the QP. However, this type of analysis is only a tool to help predict the grades through block modeling. With more drilling and data in the geostatistical analysis, the geostatistical results could change if an area of the deposit has significantly different variability in grade. Based on the understanding of the current deposit, this is unlikely, but could occur in the inferred areas where drill spacing is greater.  Geostatistical models were used to interpolate grades and densities into the block model. The results were verified by the QP through visual inspection, global statistics, and drift analysis. Like the geological modeling, uncertainty for areas classified as Measured and Indicated Mineral Resources are low globally, but low-moderate for local variability. For Inferred Mineral Resources, the uncertainty is higher based on a larger drill spacing and is low-moderate for global variability and moderate for local variability. The block model for the Measured and Indicated portions of the deposit is appropriate to use for conversion to Mineral Reserves.  The Mineral Resource tonnages are limited with the use of an optimized quarry shell where reasonable prices and cut-off grades were used. The estimate was completed by utilizing the block model with the Mineral Resource classification and the Mineral Resource quarry limit.  Areas of uncertainty for the Mineral Resource estimate include:  11-24    Potential significant changes in the assumptions regarding forecast product prices, mining and process recoveries, or production costs. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS    11-25  Potential changes in geometry and/or continuity of the geological units due to displacement from localized faulting and folding.    Potential changes in grade based on additional drilling that would influence the tonnages that would be excluded with the cut-off grade.    Potential for establishing a process to recover Lithium from the Lithium-only clay mineralization encountered on the Project.  In summary, given all the considerations in this TRS, the uncertainty in the tonnage estimate for the Measured Mineral Resources, is low, Indicated Mineral Resources estimates is low to moderate, and Inferred Mineral Resources is moderate, as shown in Table 11.10.  Table 11.10: Mineral Resources Uncertainty  11.6 QP’s Opinion on Factors that are Likely to Influence the Prospect of Economic Extraction  It is the Mineral Resource QP’s opinion that the factors that have the potential to influence the prospect of economic extraction relate primarily to the permitting, mining, processing and market economic factors, parameters, and assumptions. These factors and assumptions were used to support the reasonable prospects for eventual economic extraction of the Mineral Resources.  The preparation of the Mineral Resource estimates assumes that ioneer will successfully obtain the necessary permits and approvals to proceed with development of the Project.  Further, the Mineral Resource estimates could be materially affected by any significant changes in the assumptions regarding forecast product prices, mining and process recoveries, or production costs. If the price assumptions are decreased or the assumed production costs increased significantly, then the cut-off grade must be increased and, if so, the potential impacts on the Mineral Resource estimates would likely be material and need to be re-evaluated.  The QP has identified additional risk factors relating to geology and Mineral Resource estimation including the following:    Geological uncertainty relating to local structural control relating to geometry, location, and displacement of faults.    Geological uncertainty and opportunity regarding the continuity and geometry of stratigraphy and mineralization in the eastern and northern extents of the basin, outside of the current Mineral Resource footprint.  Uncertainty Item  Measured Uncertainty  Indicated Uncertainty  Inferred Uncertainty  Sampling and Drilling Methods  Low  Low  Low  Data Processing and Handling  Low  Low  Low  Geological Modeling – Globally/Locally  Low/Low  Low/Low-Moderate  Low-Moderate/Moderate  Geologic Domaining  Low  Low  Low  Geostatistical Analysis  Low  Low  Moderate  Block Modeling – Globally/Locally  Low/Low  Low/Low-Moderate  Low-Moderate/Moderate  Tonnage Estimate  Low  Low-Moderate  Moderate 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS    11-26  Opportunity to recover Lithium from the LoB-Li mineralization encountered on the Project by way of additional LoB-Li mineralization metallurgical studies.    Potential impacts to the mineral resource footprint related to potential changes in the project footprint relating to avoidance and mitigation measures relating to the Tiehm’s buckwheat and designated critical habitat areas.  These additional geological risk factors are considered as either opportunities to potentially expand the Mineral Resource inventory in the future, or as potential impacts on local geology and estimates rather than global (deposit wide) geology and estimates. As such the QP does not consider these factors as posing a risk to the prospect of economic extraction for the Mineral Resource as currently stated.  These risk factors, along with those identified by the QPs responsible for the other sections of this study are presented in detail in Section 23 of this TRS. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  MINERAL RESERVE ESTIMATES  Key Assumptions, Parameters, and Methods  This sub-section contains forward-looking information related to the key assumptions, parameters, and methods for the Mineral Reserve estimates for the Project. The material factors that could cause actual results to differ materially from the conclusions, estimates, designs, forecasts, or projections in the forward-looking information include any significant differences from one or more of the material factors or assumptions that were set forth in this sub-section including Mineral Resource model tons and grade, permit status, changes to the Mine Plan of Operations, and mine design parameters.  Geologic Resource Model  The geological model previously described in Section 11.0 and used to estimate Mineral Resources was the basis for the estimate of Mineral Reserves. The geological model is based on core drilling from 1997 to 2019. A Mineral Resource quarry was developed to define and limit the estimation of mineral resources to the “reasonable prospects for economic extraction.”  Mine Design Criteria  Multiple quarry design objectives and constraints were incorporated into the pit targeting exercise and Stage 1 Quarry and Stage 2 Quarry designs that significantly influenced outcomes, including final quarry designs, quarrying approach, and the associated Stage 2 Production Plan. A discussion of several pertinent objectives and constraints and their role within the quarry design process is provided below.  Stage 1 Quarry Surface Disturbance Constraint  The first three years of the quarry operation are limited to a minimum surface disturbance to aid in the initial permitting process for the Site. When WSP began the Stage 1 Quarry design exercise, the surface disturbance extents of the Processing Plant and SOSF were well defined and considered to be fixed entities. As a result, WSP had approximately 158 acres of surface disturbance to maximize ore recovery within the Stage 1 Quarry while also provisioning for the surface disturbances of the OSF, haul roads, ponds, and stormwater controls with little flexibility to increase surface disturbance as needed.  Buckwheat Constraint  A Bureau of Land Management (BLM) sensitive species of buckwheat plant, known as Tiehm’s buckwheat, exists within the Rhyolite Ridge Project Site. Tiehm’s buckwheat currently resides solely on the outcropping of the B5, M5, and S3 units on the western edge of the quarry area. A total of eight populations of this buckwheat species are scattered throughout the Project area. As of the time of the 2020 FS, the Nevada Division of Forestry was reviewing the protective status of Tiehm’s buckwheat under Nevada Administrative Code Chapter 527. The Division of Forestry is responsible for establishing protections, as needed, for Nevada’s threatened or endangered plant species.  In December 2022, the (USFWS) listed Tiehm’s buckwheat as an endangered species under the Endangered Species Act (ESA) and has designated critical habitat by way of applying a 1,640-foot (500 m) radius around several distinct plant populations that occur on the Project site. Ioneer is committed to the protection and conservation of the Tiehm’s buckwheat. The Project’s Mine Plan of Operations submitted to the BLM in July 2022 and currently under NEPA review has no direct impact on Tiehm’s buckwheat and includes measures to minimize and mitigate for indirect impacts within the designated critical habitat areas identified.  12-1 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  The mineral reserve pit shell used to constrain the March 17, 2020, mineral reserve estimate was not adjusted to account for any impacts from avoidance of Tiehm’s buckwheat or minimization of disturbance within the designated critical habitat. Environmental and permitting assumptions and factors will be taken into consideration during future modifying factors studies for the Project. These permitting assumptions and factors may result in potential changes to the Mineral Reserve footprint in the future.  All subsequent mine plans will incorporate decisions from the NEPA review of the Project’s Mine Plan of Operations submitted to the BLM in July 2022, which may result in potential changes to the Mineral Reserve footprint and Mineral Reserve estimate.  12.1.2.3 M5 Geotechnical Constraint  Laboratory testing of drill hole cores collected while drilling was completed by Call & Nicholas, Inc. in Tucson, Arizona (EnviroMINE, 2020). The tests were completed to estimate rock strength for units which will form the quarry slopes. Lab results revealed that the M5a unit is a very weak swelling clay. During the exploration drilling process, there was no differentiation made between the M5a and M5 units. Due to the lack of differentiation between the units in drilling, the M5a and M5 units are collectively referred to as the M5 unit throughout this Documentation Report. The M5a unit was therefore not modelled separately. For the purposes of their analyses EnviroMINE Inc. (EnviroMINE), with concurrence with WSP and ioneer’s chief geologist, assumed the M5a unit to comprise the top 5 to 10 feet of the total M5 unit across the deposit.  M5a laboratory testing of a single sample indicated a friction angle of 7.8 degrees and 1.9 pound per square inch (psi) cohesion. In stability analysis, the M5a unit was often the critical surface, and this surface could occur where the unit was dipping towards the quarry at an apparent dip as low as 5 degrees. The M5 unit is directly above the B5 ore seam and can have up to 600 feet of overburden above it within the Quarry area. (EnviroMINE, 2020).  Modifying Factors  This sub-section contains forward-looking information related to the modifying factors for the Mineral Reserve estimates for the Project. The material factors that could cause actual results to differ materially from the conclusions, estimates, designs, forecasts or projections in the forward-looking information include any significant differences from one or more of the material factors or assumptions that were set forth in this sub-section including modifying factors including dilution and mining and recovery factors, beneficiation assumptions, property limits, permit status, changes to the Mine Plan of Operations, commodity price, cut-off grades, pit optimization assumptions and the ultimate pit design.  Modifying factors are applied to mineralized material within the measured and indicated resource classifications to establish the economic viability of mineral reserves. A summary of modifying factors applied to the Rhyolite Ridge Mineral Reserve estimate is provided below.  Dilution, Loss, and Mining Recovery  Geologically complex mining operations can often incur higher loss and dilution values due to dipping or inconsistent ore interfaces. This issue is compounded when using larger sized equipment planned for the Project. To minimize the effects of loss and dilution, an accurate geologic model, high-precision Global Positioning System (GPS), competent operators, and a fleet management system (FMS) will be required. Using an integrated, GPS- guided bucket system, such as Caterpillar’s (CAT) MineStar Terrain package, the excavator and wheel loader operators will know in real time what type of material is being loaded and, according to CAT, have satellite bucket  12-2 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  position guidance better than four inches. The MineStar Terrain package will also be installed on track dozers and a small excavator to assist with ore cleaning.  Run-of-Mine (ROM) Modifying Factors were applied to WSP’s in-situ Resource block model to simulate the effects of mining on the recoverability and grade of the Resource based on the assumption that mining equipment would be outfitted with high-precision GPS and FMS software. Based on the outcomes of a trade-off study to identify the benefits of GPS-guided ore cleaning technology installed on excavators and dozers, (Golder Associates Inc.  2019) WSP applied the following ROM Modifying Factors to the in-situ Resource model assuming the use of GPS guided ore cleaning and extraction:  12-3        Mining loss (per interface): 1.0 foot  Mining dilution (per interface): 1.5 feet  Moisture: 12%  The dilution qualities used were based on the modeling of the material above and below the ore zone. The effective loss assumptions are representative at this level of Study to simulate the losses that will occur in the selective mining of this type of deposit at each roof and floor interface of ore. Given the thickness of the ore seams within the designed quarry, the mining dilution of 1.5 feet per interface equates to an average of 9% dilution by weight, whereas the 1.0-foot mining loss per interface equates to an average of 6% mining loss by weight. Additionally, a minimum mining thickness has not been applied due to the continuous thickness of the B5 and L6 seams within the designed quarry. There is currently insufficient moisture data to be digitally modeled with the other qualities. A 12% average moisture content assumption was therefore used for this TRS and was used only for the estimate of ROM tonnages to be hauled via truck. The Mineral Reserve estimate is reported on a dry basis.  Processing  There are no processing related modifying factors applied to the Mineral Reserve estimate as the Reserve is stated in ROM ore tons delivered to the processing plant ore stockpile representing the point of reference for reporting Mineral Reserves estimates. However, plant yields and sulphuric acid consumption factors impact product tonnages for Boric Acid, Lithium Carbonate, and Lithium Hydroxide.  Property Limits  The March 17, 2020 Mineral Reserve estimate for Rhyolite Ridge has been constrained by a final quarry design developed from a nested quarry optimization exercise. Given the location of the Mineral Resources relative to the Site Boundary, the property limits did not impact the Mineral Reserve estimate. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  12.2.4 Conversion from Elemental Grades to Equivalent Grades  The Rhyolite Ridge Project will produce two saleable products from the M5, B5, and L6 units: Boric Acid (H3BO3) and Lithium Carbonate (Li2CO3). As discussed in Section 12.2.2, Boric Acid and Lithium Carbonate do not naturally occur in the ore but are processed products produced from the ore. Equivalent contained tons of Li2CO3 and H3BO3 are estimated using stochiometric conversion factors derived from the molecular weights of the individual elements which make up Li2CO3 and H3BO3. The conversion factors used are constant and as follows:  12-4      Boric Acid Grade (ppm) = Boron Grade (ppm) x 5.7194  Lithium Carbonate Grade (ppm) = Lithium Grade (ppm) x 5.3228  Cut-off Grade Estimate  Per the definitions in S-K 1300, “For the purposes of establishing ‘prospects of economic extraction’, the cut-off grade is the grade that distinguishes material deemed to have no economic value from material deemed to have economic value.” In simpler terms, the cut-off grade is the grade at which revenue generated by a block is equal to its total cost resulting in a net value of zero.  To evaluate the prospects of economic extraction, WSP applied a two-phase approach to estimate cut-off grade for the Project, including a grade-tonnage evaluation and an economic evaluation.  Grade-Tonnage Analysis  The Rhyolite Ridge Project will produce Boric Acid and Lithium Carbonate from the M5, B5, and L6 units. As discussed above, the quantities of Boric Acid and Lithium Carbonate generated from potential plant feed material are dependent upon their elemental Boron (B) and Lithium (Li) grades.  To better understand the quantities of potential ore material within the Measured and Indicated Resource classifications12.2.7, WSP developed the in-situ grade-tonnage curves shown in Figure 12.1 through Figure 12.6 from the Resource block model at incremental grades of Boron and Lithium for the M5, B5, and L6 units. The tonnages from these grade-tonnage curves include material within the Measured, Indicated, and Inferred Resource classifications and are based on the domain codes in the block model. However, it is important to note that tonnages for the Mineral Reserve estimate were estimated from the surfaces from the geologic model, not the codes from the block model. While these tonnages estimated from the block model codes and shown in the  grade-tonnage curve figures below will not exactly match the tonnages estimated from the modeled surfaces, they are representative of the anticipated tonnages estimated from the geological model and unit surfaces. It is also important to note that inferred resource tons were not included in the mine plan or project economics. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Figure 12.1: Grade-Tonnage Curve for the M5 Unit at Incremental Grades of Boron  Figure 12.2: Grade-Tonnage Curve for the B5 Unit at Incremental Grades of Boron  12-5 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Figure 12.3: Grade-Tonnage Curve for the L6 Unit at Incremental Grades of Boron  Figure 12.4: Grade-Tonnage Curve for the M5 Unit at Incremental Grades of Lithium  12-6 
 


 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Figure 12.5: Grade-Tonnage Curve for the B5 Unit at Incremental Grades of Lithium  Figure 12.6: Grade-Tonnage Curve for the L6 Unit at Incremental Grades of Lithium  12-7 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Based on the above grade-tonnage curves, the following observations were made:  12-8    All potential ore material within the low Boron, high Lithium M5 unit has an in-situ Boron grade greater than 1,420 ppm and an in-situ Lithium grade greater than 2,320 ppm    Nearly all potential ore material within the B5 unit has an in-situ Boron grade greater than 5,000 ppm and an in-situ Lithium grade greater than 1,000 ppm    All potential ore material within the L6 unit has an in-situ Lithium grade greater than 400 ppm, but total tonnages reduce almost linearly as the Boron grade increases  The above observations from the grade-tonnage curves were applied to the economic analysis described below to estimate cut-off grades.  The final determination for COG was a single value of 5,000 ppm Boron grade. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  12.2.5.2 Economic Evaluation  For material to be processed as ore at the Rhyolite Ridge processing facilities, it must have a Boron and Lithium grade that generates enough revenue from the sale of the Boric Acid and Lithium Carbonate to cover the costs of mining, processing, and selling. This concept is demonstrated below:  A summary of the unit costs applied to the economic evaluation supporting the cut-off grade estimate is provided in Table 12.1. These assumptions utilize an updated unit mining cost which was developed during the FS work and represents a modified mining cost from the unit cost used for the Resource Quarry Shell. The modified unit mining cost represented the best estimate of mining cost to apply to the mine plan analysis as updated fuel, labor, and other operating cost factors were considered. The modified unit mining cost was also applied to the quarry optimization analysis discussed in Section 12.2.6. The costs shown in Table 12.1 Table 12.1 were assumed to be fixed for the cut-off grade applied to all time periods of the LOM plan discussed in Section 13.0 and the corresponding economic analysis discussed in Section 19.0.  A transportation cost of $145 per LCE ton was applied in the cut-off grade and quarry optimization analysis. While it is recognized that the total amount of product tons will exceed the LCE tons and therefore the transportation cost are based on a smaller tonnage, this is not a material impact on the cut-off grade and quarry optimization analysis.  Table 12.1: Economic Criteria Applied to the Cut-off Grade Estimate and Quarry Optimization Exercise from the 2020 FS  Note: A variable mining cost of $0.00163/t per vertical foot from reference elevation 6,210 ft amsl was applied to the quarry optimization to simulate how mining costs increase with increasing depth due to longer truck haulage distances.  Input  Units  Value  Mining Cost Fixed Cost  Variable Cost  US$/t US$/t per ft  $2.07  $0.00163  Average Mining Cost  US$/t  $2.527  Processing Cost  US$/t  $41.23  Selling Cost  US$/t  $145.00  Selling Price Boric Acid  Lithium Carbonate  US$/t US$/t  $635.00  $9,072.00  Net Price  US$/t  $8,927.00  12-9 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 16.1 of Section 16.1.3 shows four different price forecasts for Lithium Carbonate and Lithium Hydroxide. As shown, the average of the Roskill and Adjusted Benchmark forecasts for Lithium Carbonate range between  $9,474 and $11,646 per short ton between 2023 and 2025. From Production Years 4 and on, Rhyolite Ridge will produce Lithium Hydroxide which has a forecasted price range between $9,500 and $10,758 per short ton from 2026 to 2048. In discussion with ioneer, WSP applied a Lithium Carbonate price of $9,072 per short ton for the purposes of the cut-off grade estimate and quarry optimization (Table 12.1) for all periods of the Mineral Reserve estimate, which is conservative compared with the average forecasts for Lithium Carbonate and Lithium Hydroxide.  Table 16.3 of Section 16.2.3 shows four different forecasts for Boric Acid from 2023 to 2048. These values range from $478 to $726 per short ton. After discussing with ioneer, WSP applied a selling price of $635 per short ton for the purposes of the cut-off grade estimate and quarry optimization (Table 12.1) for all periods of the Mineral Reserve estimate.  For the purposes of the cut-off grade estimate, WSP applied mass recoveries of 83.5% for Boric Acid and 81.8% for Lithium Carbonate based on the results of the 2018 PFS to estimate saleable quantities of Boric Acid and Lithium Carbonate.  Based on the results of leaching process test work, a 5,000 ppm Boron limit was selected as the basis of the cut- off grade estimate and all Quarry optimization analysis. Lithium grade is not considered to be material for the COG and quarry optimization analysis as lithium grades within all resource blocks containing greater than 5,000 ppm Boron have sufficient Lithium grade to process and will add incremental value to the project value.  Table 12.2: Rhyolite Ridge Cut-off Grade Estimate  12-10  Notes: Because the Project will develop two different saleable products, it is useful to express the recoverable Boric Acid and Lithium Carbonate as a Lithium Carbonate Equivalent (LCE) grade. Assuming the above sales prices, an equivalent Lithium Carbonate grade can be calculated using the assumed stoichiometric conversions and mass recoveries as follows:  Lithium Carbonate Equivalent (ppm) = (Boron Grade x 5.7194 x ($635 / $9,072)) + (Lithium Grade x 5.3228)  Description  Units  Domain  M5  B5  L6  Plant Input  ROM Ore  tons  1,000  1,000  1,000  Boron Grade  ppm  5,000  5,000  5,000  Contained Metals  Contained Boron  tons  5.0  5.0  5.0  Contained Lithium  tons  0.7  0.7  0.7  Contained Boric Acid  tons  28.6  28.6  28.6  Contained Lithium Carbonate  tons  3.9  3.9  3.9  Contained LCE  tons  6.0  6.0  6.0  Mass Recovery  Boric Acid Recovery  %  83.5  83.5  83.5  Lithium Carbonate Recovery  %  81.8  81.8  81.8  Recovered Metals  Recovered Boric Acid  tons  23.9  23.9  23.9  Recovered Lithium Carbonate  tons  3.2  3.2  3.2  Recovered LCE  tons  4.9  4.9  4.9  Costs  Mining Cost  US$  $2,527  $2,527  $2,527  Processing Cost  US$  $41,232  $41,232  $41,232  Selling Cost  US$  $711  $711  $711  Revenue  US$  $44,470  $44,470  $44,470  Net Value  US$  $0  $0  $0 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Based on the observations from the grade-tonnage analysis and the economic evaluation in Table 12.2, the following observations were made:  12-11    Only 2.4 Million tons (Mt) of in-situ M5 within the Measured and Indicated Resource classifications has a Boron grade greater than 5,000 ppm. Up to half of the M5 unit is comprised of the M5a unit, a swelling clay which presents problems for the proposed processing plant design. Only a small portion of the M5 unit can therefore be processed based on the cut-off grade analysis.    Nearly all in-situ B5 material within the Measured and Indicated Resource classifications has a Boron grade of 5,000 ppm.    Approximately 65.3 Mt of in-situ L6 within the Measured and Indicated Resource classifications has a Boron grade of at least 5,000 ppm as estimated from the unit codes in the block model.  Based on the dilution, mining loss, and mining recovery assumptions discussed in Section 12.2.1, the in-situ B5 and L6 units can lose an average of 6% by weight from mining losses and gain an average of 9% by weight in dilution. While the diluting material at the interfaces of the B5 and L6 units are Boron and Lithium bearing, a 10% reduction in Boron and Lithium grade due to losses and dilution can be easily tolerated in the B5 and L6 units with minimal impact to recoverable tonnages that meet the cut-off grade.  All COG and pit optimization analyses used in the mine plan was based on a Boron COG of 5,000 ppm.  12.2.6 Pit Targeting Methodology and Pit Selection  WSP performed numerous pit targeting exercises under various scenarios and assumptions shown in Table 12.3 to identify the economic extents of the Stage 2 Quarry using WSP’s geological block model and Maptek Vulcan® software’s quarry optimization capabilities. These pit targeting exercises formed the basis of WSP’s subsequent quarry designs.  Key inputs influencing the pit targeting exercise included:                ROM Modifying Factors  Unit costs, including mining, processing, and sales costs  Metallurgical recovery  Sales prices  Cut-off grades  Geotechnical criteria, including overall quarry slopes  Other external constraints such as the locations of buckwheat, permit boundaries, public utilities, and infrastructure  ROM Modifying Factors were applied to the in-situ block model to estimate ROM tonnages and grades that can be expected from the mining process. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 12.3: Pit Targeting Assumptions  12-12  Due to the geology and varying geotechnical constraints in the quarry area, differing inter-ramp slope angles were used in the quarry optimization based upon EnviroMINE’s initial geotechnical recommendations (EnviroMINE, 2019). Using the pit targeting criteria, WSP performed nested quarry optimizations at static input costs and incremental revenue factors ranging from 50% to 100% of the base selling prices using Vulcan’s Push-Relabel algorithm to test the sensitivity of the deposit to selling prices and identify the best 30 years’ worth of ore. The Push-Relabel algorithm is a newer version of the traditional three-dimensional (3D), Lerch-Grossmann (LG) algorithm that has been created to take advantage of modern computing methods and reduce processing time for optimization. A summary of the results of the pit targeting exercise is provided in Table 12.4.  Based upon the results of this pit targeting exercise, the 65% revenue factor quarry shell was chosen as a basis for the development of the Stage 2 Quarry design due to its roughly 84 Mt of contained ore material that equates to approximately 32 years of ore production at an average ore production rate of 2.8 Mtpy. Increasing the revenue factor and additional study tons would have increased the study life of the Project but would have also included lower value Resources into the quarry plan without any substantial benefit in Project value on a NPV basis by extending the mine life beyond the 30-year timeframe.  Parameter  Unit  Value  Basis  TBX Inter-ramp Pit Wall Angle  degrees  45  EnviroMINE Geotechnical Slope Design Executive Summary  Q1 Inter-ramp Pit Wall Angle  degrees  31  EnviroMINE Geotechnical Slope Design Executive Summary  All Other Rock Unit in Low-wall Inter-ramp Pit Wall Angle  degrees  31  EnviroMINE Geotechnical Slope Design Executive Summary  All Other Rock Unit in Highwall Inter-ramp Pit Wall Angle  degrees  40.7  EnviroMINE Geotechnical Slope Design Executive Summary  Ore Cut-off Grade (Boron)  ppm  5,000  Cut-off Grade Analysis  Boron Recovery  %  83.5  AFW 2018 PFS  Lithium Recovery  %  81.8  AFW 2018 PFS  Conversion Factor from Lithium Grade to Lithium Carbonate  5.3228  Stochiometric conversion  Conversion Factor from Boron Grade to Boric Acid  5.7194  Stochiometric conversion  Pit Targeting Unit Costs  Mining Cost  US$/t  $2.07  Derived from updated PFS costs for labor, fuel and other  operating costs  Additional Haulage Cost per Vertical Foot Elevation Gain  US$/t per ft  $0.00163  RPM 2018 PFS  Ore Processing Cost  US$/t  $41.23  RPM 2018 PFS  Boric Acid Sales Price  US$/t  $635.00  AFW 2018 PFS  Lithium Carbonate Sales Price  US$/t  $9,072.00  AFW 2018 PFS  Sales / Transportation Cost  US$/t  $145.00  AFW 2018 PFS 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 12.4: Summary of the Results of the Pit Targeting Exercise  12-13  Note: Boron recovery is assumed at 83.5% and lithium recovery is assumed at 81.8% based on the results of the 2018 PFS.  12.2.7 Final Quarry Design  While the pit targeting exercise described in Section 12.2.6 helped to identify the lowest-cost ore within the designated study period, the Stage 1 Quarry and Stage 2 Quarry designs were defined by the presence of the M5 unit. Due to the highly sensitive nature of the quarry wall orientations to the dip and orientation of the M5 unit on quarry slope stability, the quarry design process required close collaboration between WSP and EnviroMINE to finalize designs. Numerous iterations of the Stage 1 Quarry and Stage 2 Quarry were designed before finding wall orientations that met quarry slope stability acceptance criteria, other design objectives, and constraints defined in Section 13.1.1.  The Stage 1 Quarry, whose extents are shown in Figure 12.7, was designed as a preliminary entry point into the development of the quarry. It was designed to maximize ore recovery to the extent possible while allowing ioneer to operate under an initial EIS permit for as long as possible. As shown in Table 12.5, WSP’s resultant design for the Stage 1 Quarry included 82.4 Mt of overburden and 12.0 Mt of Measured and Indicated ore-grade material, which equates to approximately 4.6 years of ore production at an average annual acid consumption rate of  1.38 Mtpy.  The final Stage 2 Pit extents and associated OSFs and haul roads are provided in Figure 12.8. Access ramps used in the designs of the Stage 1 Pit and Stage 2 Pit have been sized to accommodate two lanes of traffic at a maximum allowable grade of 10%. Ramps have therefore been designed to a width of 105 feet to accommodate a berm, two lanes of traffic, and a drainage ditch.  As shown in Table 12.5, the Stage 1 Pit and Stage 2 Pit have a combined 493.5 Mt of overburden and M5 material and 66.4 Mt of ore-grade material. The final Stage 2 Pit design has approximately 6.2 Mt of less ROM ore, 1.6 Mt fewer contained boric acid, and 174,000 tons less of contained lithium carbonate than an initial Stage 2 Pit design due to changes in the final Stage 2 Pit highwall design that were made to pass EnviroMINE’s quarry  Revenue Factor  Strip Ratio  Non- Economic Tons (000s)  Ore Tons (000s)  Boron Grade (ppm)  Lithium Grade (ppm)  Recovered Boric Acid1 (000s tons)  Recovered Lithium Carbonate1 (000s tons)  Approximate Years of Ore Production at  2.8 Mtpy  50%  2.79  41,655  14,904  13,997  1,923  996  134  5  55%  4.91  204,848  41,724  16,014  1,830  3,191  357  15  60%  5.62  417,413  74,232  16,121  1,790  5,715  622  27  65%  5.51  490,252  89,014  15,634  1,746  6,646  727  32  70%  5.56  555,365  99,867  15,282  1,723  7,288  805  36  75%  5.67  627,135  110,609  14,933  1,700  7,888  879  40  80%  5.72  674,209  117,889  14,724  1,678  8,290  926  42  85%  5.80  720,431  124,139  14,597  1,658  8,654  963  44  90%  5.87  747,038  127,284  14,536  1,648  8,836  981  45  95%  5.96  779,051  130,800  14,426  1,638  9,012  1,003  47  100%  6.30  851,623  135,234  14,360  1,638  9,274  1,036  48  105%  6.30  851,623  135,234  14,360  1,638  9,274  1,036  48  110%  6.30  851,623  135,234  14,360  1,638  9,274  1,036  48 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  slope stability analyses. There is an opportunity to incorporate some or all these tons back into the quarry with additional drilling outside of the final Stage 2 Quarry extents to better define the dip and orientation of the M5 unit.  Contained equivalent tons of Lithium Carbonate (Li2CO3) and Boric Acid (H3BO3) reported in the Table 12.5 are the equivalent tonnages of marketable products potentially available assuming 100% recovery. Li2CO3 and H3BO3 do not naturally occur in the ore but are processed products produced from the ore. Equivalent contained tons of Li2CO3 and H3BO3 are estimated using stochiometric conversion factors derived from the molecular weights of the individual elements which make up Li2CO3 and H3BO3. The conversion factors used are constant and as follows: Li2CO3 – 5.3228 and H3BO3 – 5.7194.  WSP’s quarry designs were further analyzed by EnviroMINE to check for quarry slope stability. The analyses found that the Stage 1 Quarry design is predicted to be in a stable configuration excluding a small and isolated section of the quarry in Design Sector E/F (Figure 13.1 of Section 13.1.1), which may require some design modifications to correct. The analyses found that the Stage 2 Quarry design is predicted to be in a stable configuration excluding a small and isolated section of the quarry in Design Sector G (Figure 13.2 of Section 13.1.1), which may require some design modifications to correct. Additional drilling and fault evaluation in this area will better define the geology along the proposed quarry walls that could improve quarry slope stability analysis in these areas. Further discussion on the geotechnical criteria that formed the basis of the Stage 1 Quarry and Stage 2 Quarry designs is provided in Section 13.1.1.  Additional Mineral Resources are anticipated to exist south and east of the current defined Measured and Indicated Resources stated. Through minimal infill Resource drilling, current Indicated Resources can be upgraded to Measured and Inferred upgraded to Measured or Indicated. The trending of the current geologic model indicates that the Resources may continue to the south, east and northeast, but will require expanded Resource drilling to confirm and define in future Resource modeling.  Table 12.5: Pit Design Tonnages, ROM Ore Grades, and Equivalent Contained Metals  12-14  Notes:  For the purposes of this Study, ore must meet a minimum Boron grade of 5,000 ppm. ROM ore includes dilution and losses.  A stochiometric conversion factor of 5.7194 has been applied to convert Boron grade to Equivalent Boric Acid grade.  A stochiometric conversion factor of 5.3228 has been applied to convert Lithium grade to Equivalent Lithium Carbonate grade.  Description  Units  Total  Stage 1 Pit  Stage 2 Pit  Material Movement  Overburden & Non-Economic Material  000s tons  493,538  82,398  411,140  ROM Ore Tons1  000s tons  66,386  12,016  54,370  Total Material  000s tons  559,924  94,414  465,510  ROM Strip Ratio  tons/ton  7.4  6.9  7.6  Drilling & Blasting Tonnage  000s tons  401,606  63,373  338,233  ROM Ore Grade  Boric Acid (H3BO3)  %  8.79  8.54  8.85  Lithium Carbonate (Li2CO3)  %  0.96  1.09  0.93  Boron  ppm  15,360  14,927  15,456  Lithium  ppm  1,801  2,052  1,745  Contained Metals  Equivalent Boric Acid (H3BO3)2  000s tons  5,832  1,026  6,894  Equivalent Lithium Carbonate (Li2CO3)3  000s tons  636  131  748  Boron  000s tons  1,020  179  1,205  Lithium  000s tons  120  25  141  Sulfuric Acid Consumption  000s tons  34,842  6,312  28,531  Approximate Ore Production  Years  25.2  4.6  20.7 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Figure 12.7: Stage 1 Quarry Design from the 2020 FS  12-15 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Figure 12.8: Stage 2 Quarry Design from 2020 FS  12-16 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Mineral Reserve Classification  This sub-section contains forward-looking information related to the Mineral Reserve classification for the Project. The material factors that could cause actual results to differ materially from the conclusions, estimates, designs, forecasts, or projections in the forward-looking information include any significant differences from one or more of the material factors or assumptions that were set forth in this sub-section including Mineral Resource model tons, grade, and classification.  For estimating the Mineral Reserves for ioneer Rhyolite Ridge Lithium-Boron Project, the following definition as set forth in the S-K 1300 Definition Standards adopted December 26, 2018, was applied.  Under S-K 1300, a Mineral Reserve is defined as:  “… an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the QP, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.”  Mineral Reserves are subdivided into classes of Probable Mineral Reserves and Proven Mineral Reserves, which correspond to Indicated and Measured Mineral Resources, respectively, with the level of confidence reducing with each class. Mineral Reserves are always reported as the economically mineable portion of a Measured and/or Indicated Mineral Resource, and take into consideration the mining, processing, metallurgical, economic, marketing, legal, environmental, infrastructure, social, and governmental factors (the “Modifying Factors”) that may be applicable to the deposit.  Mineral Reserve Estimate  This sub-section contains forward-looking information related to Mineral Reserve estimates for the Project. The material factors that could cause actual results to differ materially from the conclusions, estimates, designs, forecasts or projections in the forward-looking information include any significant differences from one or more of the material factors or assumptions that were set forth in this sub-section including Mineral Resource model tons and grade, permit status, changes to the Mine Plan of Operations, modifying factors including mining and recovery factors, production rate and schedule, mining equipment productivity, commodity market and prices and projected operating and capital costs.  The Mineral Reserve estimate presented in this TRS has not been updated from the estimates presented in 2020. As a result, the January 2020 Mineral Resource estimates for Rhyolite Ridge lithium-boron (Li-B) deposit remains as the basis of the current Mineral Reserve estimate for the Project.  As discussed in Section 12.1.2 of this TRS, the Mineral Reserves have not been adjusted to account for any impacts from avoidance of Tiehm’s Buckwheat or minimization of disturbance within the designated critical habitat.  The Mineral Reserve estimate of the South Basin for the ioneer Rhyolite Ridge Lithium-Boron Project is presented by quarry in Table 12.6. Mineral Reserve categorization of Proven and Probable Mineral Reserves presented in the table were prepared in accordance with the definitions presented in Regulation S-K Subpart 1300. The effective date of the Mineral Reserve Estimate is March 17, 2020. Mineral Reserves are stated as dry short tons of ore delivered at the processing plant ore stockpile. All figures are rounded to reflect the relative accuracy of the estimates and rounded subtotals may not add to the stated total.  12-17 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  From the effective Mineral Reserve date of March 17, 2020, until the date of this report October 25, 2023, the QP is aware of no material changes that would affect the Mineral Reserve estimate.  The Mineral Reserve estimate presented in this TRS are based on the 25-year Stage 2 Production Plan described in Section 13.0 and the realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social, and governmental Modifying Factors described above.  The March 2020 Mineral Reserve estimates do not include:  12-18    The extensive lithium-only clay mineralization which generally is deposited above and below the lithium- boron (searlesite) mineralization in the South Basin at Rhyolite Ridge; and    Known lithium-boron mineralization in the North Basin at Rhyolite Ridge, also 100% owned by ioneer.  Contained equivalent tons of Lithium Carbonate (Li2CO3) and Boric Acid (H3BO3) reported in the Mineral Reserves are the equivalent tonnages of marketable products potentially available. Li2CO3 and H3BO3 do not naturally occur in the ore but are processed products produced from the ore. Equivalent contained tons of Li2CO3 and H3BO3 are estimated using stochiometric conversion factors derived from the molecular weights of the individual elements which make up Li2CO3 and H3BO3. The conversion factors used are constant and as follows: Li2CO3 – 5.3228 and H3BO3 – 5.7194.  The statement of estimates of Mineral Reserves has been compiled by Mr. Terry Kremmel, who is a full-time employee of WSP. Mr. Kremmel is a certified Professional Engineer (PE) in the US and a registered member of the Society for Mining, Metallurgy, & Exploration (SME). Mr. Kremmel has sufficient experience that is relevant to the style of mineralization and type of deposit under consideration and to the activity that he has undertaken to qualify as a QP as defined in Regulation S-K Subpart 1300.  Based on the outcomes of the April 2020 FS presented in this TRS and the consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social, and governmental modifying factors, it is the QP’s opinion that the extraction of the stated Mineral Reserves could be reasonably justified at the time of reporting. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 12.6: Summary of ROM and Saleable Product Mineral Reserves as of March 17, 2020, Based on a Fixed Price of Boric Acid and Lithium Carbonate  Notes:  Mt = Million short tons; Li = Lithium; B = Boron; ppm = parts per million; Li2CO3 = Lithium carbonate; H3BO3 = boric acid; kt = thousand short tons.  Proven and Probable Reserve Tons have been rounded to the nearest 0.5 Mt. Total Mineral Reserve Tons have been calculated from the unrounded tonnages and rounded to the nearest 0.5Mt.  Lithium (Li) and Boron (B) grades have been rounded to the nearest 50 parts per million (ppm).  Equivalent Lithium Carbonate (Li2CO3) and Boric Acid (H3BO3) grades have been rounded to the nearest tenth of a percent.  Equivalent Contained Lithium Carbonate (Li2CO3) and Boric Acid (H3BO3) tonnages for the Proven and Probable Reserve classifications have been rounded to the nearest 10,000 short tons. Total Contained Tons have been calculated from the unrounded tonnages and rounded to the nearest 10,000 short tons.  Mineral Reserves reported on a dry basis delivered to the processing plant stockpile. Lithium is converted to equivalent contained tons of lithium carbonate (Li2CO3) using a stochiometric conversion factor of 5.3228, and boron is converted to equivalent contained tons of boric acid (H3BO3) using a stochiometric conversion factor of 5.7194. Equivalent stochiometric conversion factors are derived from the molecular weights of the individual elements which make up Li2CO3 and H3BO3.  All Mineral Reserve figures reported in the table above represent estimates at 17 March 2020. The Mineral Reserve estimate is not  a precise calculation, being dependent on the interpretation of limited information on the location, shape and continuity of the occurrence, and on the available sampling results. The totals contained in the above table have been rounded to reflect the relative uncertainty of the estimate. Mineral Reserves are reported in accordance with the US SEC Regulation S-K Subpart 1300.  The reported Mineral Reserve estimate was constrained by two designed quarries, referred to as the Stage 1 Quarry and Stage 2 Quarry, and includes diluting materials and allowances for losses. All Proven Reserves were derived from the Measured Mineral Resource classification, and all Probable Reserves were derived from the Indicated Mineral Resource classification only. The  results of the Mineral Reserve estimate are supported by the outcomes of an economic analysis completed in support of the April 2020 FS. The QP is satisfied that the stated Mineral Reserves classification of the deposit appropriately reflects the outcome of the technical and economic studies.  12-19 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  QP’s Opinion on Risk Factors that could Materially Affect the Mineral Reserve Estimates  The Mineral Reserve estimate may be affected positively or negatively by additional exploration that alters the geological database and models of Lithium-Boron mineralization on the Project. The Mineral Reserve estimates could also be materially affected by any significant changes in the assumptions regarding the quarry slope stability analysis (e.g., hydrogeologic data and/or geologic structure remodeling with new drilling), forecast product prices, mining and process recoveries, or production costs. If the price assumptions are decreased or the assumed production costs increased significantly, then the cut-off grade must be increased and, if so, the potential impacts on the Mineral Reserve estimates would likely be material and need to be re-evaluated.  The Mineral Reserve estimate is also based on assumptions that a mining project may be developed, permitted, constructed, and operated at the Project. Any material changes in these assumptions would materially and adversely affect the Mineral Reserve estimates for the Project; potentially reducing to zero. Examples of such material changes include extraordinary time required to complete or perform any required activities, or unexpected and excessive taxation, or regulation of mining activities that become applicable to a proposed mining project on the Project. Except as described below, the QP does not know of environmental, permitting decisions, legal, title, taxation, socio-economic, marketing, political, or other relevant factors that could materially affect the Mineral Reserve estimate at this time.  Naturally Occurring Risks  Geologic Interpretation  The primary geological risk for the Project remains the level of understanding of the location, geometry, and displacement associated with localized faulting and its impact on the dip and orientation of the M5a geologic unit. The 2018 to 2019 drilling and detailed mapping performed by ioneer have improved the understanding of the location and impacts of localized faulting; however, some uncertainty still exists in localized areas, particularly where there appear to be significant differences in the structural interpretation between surface mapping and nearby drill holes.  The M5a unit present throughout the deposit is described as a very weak, swelling clay that has low friction angle and cohesion (as tested in the laboratory). EnviroMINE’s geotechnical analysis of numerous quarry designs provided by WSP indicated that the resultant factor of safety is very sensitive to the dip and orientation of the M5a dip direction and dip angle anywhere behind the designed walls. Additional drilling data along the critical cross sections could significantly change the geologic interpretation regarding the nature of the folds and faults affecting the weak M5a (or any other weak bedding planes or geologic contacts) and that could materially impact the quarry slope stability analysis. Once in operation, on-going wall monitoring will be required for any unexpected changes in the dip and orientation of the M5a unit that may cause quarry wall instability or potential failure in advance of mining.  Unloading of additional overburden material along the southeast and eastern extents of the Stage 2 Quarry is required to mitigate potential quarry slope stability issues due to the dip and orientation of the M5a unit outside of the initial Stage 1 Quarry. Based on recommendations provided by EnviroMINE, this requires that mining outside of the Stage 1 Quarry extents begin at the up-dip exposure of the eastern fold limbs with overburden removed down-dip to the west from the eastern extent of the Stage 2 Quarry limits. Additionally, the Stage 2 Quarry will be incrementally mined from south to north with the advancing face orientated roughly perpendicular to the dip of the  12-20 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  M5a unit as mining advances. Based on the current mine plan, the unload of the Stage 2 Quarry will begin in the fourth year of production to facilitate continuous delivery of ore to the processing plant.  Hydrogeologic Data  No hydrogeological data was incorporated into the geotechnical analyses of the underlying geology, quarry configurations, or quarry design parameters. As such, EnviroMINE’s geotechnical analyses were completed under the assumption that the underlying geology and quarry walls would be dry. WSP’s stability analyses of the OSFs also assumed the M5 unit would be stacked dry (unsaturated). If the quarry walls cannot be fully dewatered, then the outcomes of EnviroMINE’s quarry slope stability analyses will change and result in a decrease of the maximum allowable inter-ramp angle used to design the quarry walls, thereby increasing strip ratio and associated overburden tonnages.  If the M5 material that is stockpiled within the OSFs is above 18% moisture saturation by weight, then the geotechnical engineer should be contacted to review and provide recommendations for design or material handling revisions. Actions that can be performed to remedy high moisture M5 include spreading and drying prior to stockpiling; stacking and sequencing revisions; additional geotechnical testing and analyses to support higher moisture contents; or design revision to achieve geotechnical stability (which may result in reduced storage capacity of the OSFs).  Seismic Activity  The Project area is in a moderately high seismic zone as determined by the NewFields Seismic Hazard Assessment prepared for the SOSF.  The quarry wall slope stability analyses have been performed assuming an earthquake with a peak ground acceleration of 0.25g, resulting from a seismic return period of 475-years as determined by the USGS. However, there is always as risk of larger earthquakes to occur. A 475-year event has a probability of annual exceedance of 2%. As the duration of recurrence is increased (e.g., from 475 years to 2,475 years) the probability decreases while intensity increases. Typically, quarry walls are designed to remain stable during the 475-year earthquake. A larger earthquake than the 475-year event could cause quarry wall failure in areas of the quarry where there is no in-pit backfill stacked against the quarry walls.  The OSF slope stability analysis has been performed assuming an earthquake with a peak ground acceleration of 0.31g, resulting from a seismic return period of 475-years as determined by NewFields. However, there is always as risk of larger earthquakes to occur. Dumps are typically designed to remain stable during the 475-year earthquake.  Flash Flooding  The Project area is in an area with low annual precipitation where most precipitation is obtained through short duration monsoon storms resulting in flash floods. Permanent surface water controls around the OSF, SOSF, and quarry have been designed to convey the 500-year, 24-hour peak design storm event. Haul roads outside of permanent facilities risk being washed out during minor storm events that could cause a short-term disruption in ore delivery to the processing plant.  12-21 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Material Legal Agreements and Marketing Arrangements  Project Water Rights  ioneer currently holds a Water Rights Lease Agreement, an Option and Purchase Agreement, and an Option for Water Rights Lease. These permits are for non-mining and milling purposes. The Water Rights Lease Agreement and the Option and Purchase Agreement allow for permitted use of water for irrigation. The Option for Water Rights Lease grants the rights to lease water for irrigation, stockwater, and commercial use on an annual basis with the option to increase leased water rights. Descriptions of these water rights provided by ioneer’s attorney, Thomas P. Erwin, are summarized below:  1) Water Rights Lease Agreement between H R H Nevada Resources Limited, a Nevada corporation, and ioneer Minerals Corporation, formerly named Paradigm Minerals Arizona Corporation, dated effective September 21, 2017.  12-22    Permit No. 17896, Certificate No. 5767, leased water rights Duty 1,000.0 acre-feet per annum. Current permitted use is irrigation.  2) Option and Purchase Agreement among Roberto Miramontes and Guillermina Miramontes and ioneer USA Corporation dated effective June 7, 2019. Current permitted use is irrigation.        Permit 26440, Certificate 8356, 1.91 cfs, Duty 600.0 acre-feet per annum  Permit 85044, 1.082 cfs, Duty 160.0 acre-feet per annum  Permit 85045. 0.352 cfs, Duty 109.0 acre-feet per annum  3) Option for Water Rights Lease dated effective January 2, 2020, between White Mountain Ranch, LLC, a Nevada limited liability company, and ioneer USA Corporation. The agreement grants the right to lease 4,000 acre-feet per annum with an option to increase the leased water rights by an additional 1,000 acre-feet per annum.  Government Agreements  Permits  Please refer to Section 17.3 for a discussion on the status of government agreements and approvals for permits. The QP is not aware of any current permit-related decisions that could materially impact the March 2020 Mineral Reserves estimate. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  12.5.3.2 Tiehm’s Buckwheat  After completion of the 2020 FS, the USFWS proposed listing Tiehm’s buckwheat as an endangered species in October 2021, and in December 2022 the USFWS listed Tiehm’s buckwheat as an endangered species under the Endangered Species Act (ESA) and has designated critical habitat by way of applying a 1,640 foot radius around several distinct plant populations that occur on the Project site. The BLM will be able to meet its ESA obligations and consult with the USFWS about potential effects to Tiehm’s buckwheat and its proposed critical habitat during the EIS process, which can occur either prior to, or after the NEPA review of the Project’s Mine Plan of Operations, submitted to the BLM in July 2022. Areas occupied by Tiehm’s buckwheat and the area proposed for critical habitat designation are located within the current Stage 1 Quarry and Stage 2 Quarry design and reserve limits. Additional details regarding the regulatory and permitting status and plans are detailed in Section 17.0.  Future rulings may require an update to the current Mine Plan of Operations and quarry designs, limits, and reserves.  12-23 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  QUARRY METHODS  Parameters Relative to the Quarry Design and Plans  Geotechnical  EnviroMINE performed a geotechnical analysis using available information obtained from core drilling (including structural data from oriented boreholes shown in Figure 13.1 and Figure 13.2), field mapping, laboratory testing, and modeling of the data to provide design recommendations for the Stage 1 Quarry and the Stage 2 Quarry.  Laboratory testing included geomechanical testing of core samples which were advanced for exploration and  geotechnical purposes. Testing of the intact rock and discontinuity samples was performed to determine the rock mass strength of the slope forming rock types. Testing included: uniaxial compression, triaxial compression, indirect tension, density, and small-scale direct shear of fault gouge and discontinuities. Each quarry wall evaluated included three design elements: catch bench, inter-ramp slope, and overall slope.  EnviroMINE’s quarry slope stability analysis of the Stage 1 quarry, the initial starter quarry that provides the first three years of ore production, was performed to a relative accuracy and confidence level consistent with a Feasibility Study, while their analysis of the Stage 2 quarry, which is effectively an expansion of the Stage 1 Quarry, was performed to a relative accuracy and confidence level consistent with a PFS. As shown in Table 13.1 and Table 13.2, design recommendations were sector-specific and included bench heights of 30 feet, bench face angles ranging from bedding dip (less than 25 degrees) to 80 degrees, bench widths ranging from 21 to 30 feet, and average inter-ramp angles ranging from 30 to 50 degrees. ioneer plans to perform Geotechnical monitoring throughout quarry development, and geotechnical recommendations will be continually refined as additional data are collected and actual excavation observations become available.  The primary geological risk for the Project continues to be the level of understanding of the location, geometry, and structural displacement of the M5a geologic unit. The 2018-2019 drilling and detailed mapping performed by ioneer have improved the understanding of the location and impacts of localized faulting; however, some uncertainty still exists in localized areas, particularly where there appear to be significant differences in the structural interpretation between surface mapping and nearby drill holes.  The M5a unit present throughout the deposit is described as a very weak, swelling clay that has low friction angle and cohesion (as tested in the laboratory). EnviroMINE’s geotechnical analysis of numerous quarry designs provided by WSP indicated that the resultant factor of safety is very sensitive to the dip and orientation of the M5a unit where it occurs behind the designed walls. Additional drilling data along the critical cross sections could significantly change the geologic interpretation regarding the nature of the folds and faults affecting the weak M5a (or any other weak bedding planes or geologic contacts) and that could materially impact the quarry slope stability analysis. Once in operation, on-going wall monitoring will be required for any unexpected changes in the dip and orientation of the M5a unit that may cause quarry wall instability or potential failure in advance of mining.  Unloading of additional overburden material along the southeast and eastern extents of the Stage 2 Quarry is required to mitigate potential quarry slope stability issues due to the dip and orientation of the M5a unit outside of the initial Stage 1 Quarry. Based on recommendations provided by EnviroMINE, this requires mining outside of the Stage 1 Quarry, starting at the up-dip exposure of the eastern fold limbs with overburden removed down-dip to the west from the eastern extent of the Stage 2 Quarry limits. Additionally, the Stage 2 Quarry will be incrementally mined from south to north with the advancing face orientated roughly perpendicular to the dip of the M5a unit as mining advances. Based on the current mine plan, the unloading of the Stage 2 Quarry will begin in the fourth year of production to facilitate continuous delivery of ore to the processing plant.  13-1 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 13.1: Summary of EnviroMINE Stage 1 Quarry Design Parameters  13-2  Notes:  QAL – Quaternary Alluvium  LS – Lacustrine Sediments of the Cave Springs Formation Tbx – Rhyolite Ridge Tuff and volcanic breccia  Source: EnviroMINE Report titled “Rhyolite Ridge Stage 1 Quarry Geotechnical Recommendations” (EnviroMINE, 2019)  Sector  Benching Requirements by Geologic Unit  Ave. Dip Direction  Bench Height (ft)  Bench Face Angle (deg)  Bench Width (ft)  Max  Inter- ramp Angle (deg)  Limiting Analysis  All  Qal  All  30  51  27.7  30  Limiting Equilibrium  All  First Bench in Rock  All  30  60  24  36  Limiting Equilibrium  A  LS - Single Benched  216  30  80  29.6  40.7  Limiting Equilibrium  B  LS - Single Benched  80  30  46  21  31  Kinematic/Catch Bench  LS - Follow Bedding  80  -  Bedding Dip <25°  -  -  Ploughing/Buckling  Tbx - Single Bench  80  30  77  23  45  Kinematic/Catch Bench  C  LS - Single Benched  160  30  46  21  31  Kinematic/Catch Bench  LS - Follow Bedding  160  -  Bedding Dip <25°  -  -  Ploughing/Buckling  Tbx - Single Bench  160  30  77  23  45  Kinematic/Catch Bench  D  LS - Single Benched  40  30  46  21  31  Kinematic/Catch Bench  LS - Follow Bedding  40  -  Bedding Dip <25°  -  -  Ploughing/Buckling  Tbx - Single Bench  40  30  77  23  45  Kinematic/Catch Bench  E  LS - Single Benched  265  30  80  29.6  40.7  Limiting Equilibrium  F  LS - Single Benched  285  30  80  29.6  40.7  Limiting Equilibrium 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Figure 13.1: EnviroMINE Stage 1 Quarry Design Sectors, Oriented Core Hole Locations, and Design Cross-Sections  Source: EnviroMINE Report titled “Rhyolite Ridge Stage 1 Quarry Geotechnical Recommendations” (EnviroMINE, 2019) Note: Further geotechnical drilling may improve design stability of walls  13-3 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 13.2: Summary of EnviroMINE Stage 2 Quarry Design Parameters  13-4  Notes:  QAL – Quaternary Alluvium  LS – Lacustrine Sediments of the Cave Springs Formation Tbx – Rhyolite Ridge Tuff and volcanic breccia  Source: EnviroMINE Report titled “Rhyolite Ridge LOQ Quarry Geotechnical Recommendations” (EnviroMINE, 2020)  Sector  Benching Requirements by Geologic Unit  Ave. Dip Direction  Bench Height (ft)  Bench Face Angle (deg)  Bench Width (ft)  Max  Inter- ramp Angle (deg)  Limiting Analysis  All  Qal  All  30  51  27.7  30  Limiting Equilibrium  All  First Bench in Rock  All  30  60  24  36  Limiting Equilibrium  A  LS - Single Benched  127  30  46  21  31  Kinematic/Catch Bench  LS - Follow Bedding  127  -  Bedding Dip <25°  -  -  Ploughing/Buckling  Tbx - Single Bench  127  30  77  23  45  Kinematic/Catch Bench  B  LS - Single Benched  80  30  46  21  31  Kinematic/Catch Bench  LS - Follow Bedding  80  -  Bedding Dip <25°  -  -  Ploughing/Buckling  Tbx - Single Bench  80  30  77  23  45  Kinematic/Catch Bench  C  LS - Single Benched  160  30  46  21  31  Kinematic/Catch Bench  LS - Follow Bedding  160  -  Bedding Dip <25°  -  -  Ploughing/Buckling  Tbx - Single Bench  160  30  77  23  45  Kinematic/Catch Bench  D  LS - Single Benched  40  30  46  21  31  Kinematic/Catch Bench  LS - Follow Bedding  40  -  Bedding Dip <25°  -  -  Ploughing/Buckling  Tbx - Single Bench  40  30  77  23  45  Kinematic/Catch Bench  E  LS - Single Benched  310  30  46  21  31  Kinematic/Catch Bench  LS - Follow Bedding  310  -  Bedding Dip <25°  -  -  Ploughing/Buckling  Tbx - Single Bench  310  30  77  23  45  Kinematic/Catch Bench  F1  LS - Single Benched  310  30  46  21  31  Kinematic/Catch Bench  LS - Follow Bedding  310  -  Bedding Dip <25°  -  -  Ploughing/Buckling  F2  LS - Single Benched  264  30  46  29.6  40.7  Kinematic/Catch Bench  G1  LS - Single Benched  310  30  46  21  31  Kinematic/Catch Bench  LS - Follow Bedding  310  -  Bedding Dip <25°  -  -  Ploughing/Buckling  G2  LS - Single Benched  240  30  80  29.6  40.7  Limiting Equilibrium  H  LS - Single Benched  264  30  80  29.6  40.7  Limiting Equilibrium  I  LS - Single Benched  240  30  80  29.6  40.7  Limiting Equilibrium  J  LS - Single Benched  225  30  75  29.6  40.7  Limiting Equilibrium  Tbx - Single Bench  225  30  77  23  45  Kinematic/Catch Bench 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Figure 13.2: EnviroMINE Stage 2 Quarry Design Sectors, Oriented Core Hole Locations, and Design Cross-Sections  Source: EnviroMINE Report titled “Rhyolite Ridge LOQ Quarry Geotechnical Recommendations” (EnviroMINE, 2020) Note: Further geotechnical drilling may improve design stability of walls  13-5 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  The dip and orientation of the M5a unit has a significant impact on quarry slope stability. Numerous iterations of the Stage 1 Quarry and the Stage 2 Quarry were designed and evaluated before stable wall orientations were identified that met the quarry slope stability acceptance criteria, other design objectives, and constraints. From the geological model and slope stability analyses, it was determined that the quarry designs are predicted to be in a stable configuration; however, some areas of the quarry will require design modifications once the geological model is updated. Additional drilling and modeling in these areas will better define the geologic structure along the proposed quarry wall that could improve the slope design in these areas.  13.1.2 Hydrogeological  The baseline hydrogeology report was prepared by HGL in 2020 and includes a description of the groundwater modeling conducted to support permitting and feasibility for the Stage 1 quarry project phase. A 3D, finite- difference, numerical groundwater flow model was developed for the Project region. The groundwater flow model was constructed using the three-dimensional finite-difference modeling code MODFLOW-NWT. The code was run using a pre-processing, post-processing and visualization software Groundwater Vistas (version 7.24). The model domain covers an area of approximately 20 km by 23 km (12.4 to 14.3 miles). The grid cells in the quarry area are approximately 30 m x 30 m (100 feet x 100 feet) and increase to a maximum size of 250 x 250 m (155.3 feet x 155.3 feet) in the distal areas of the model which allows a higher degree of model refinement in the Stage 1 quarry area.  Projected dewatering rates for the Stage 1 quarry range up to about 345 gpm with an average over the life of the Project of 144 gpm. Dewatering is predicted to result in a lowered water table in the area of a local spring (Cave Spring) immediately east of the quarry area. Assuming the spring is fed by deep groundwater via a fault (i.e., not perched) and is hydraulically connected to the north-south trending basin where the proposed Stage 1 quarry is located, there may be some reduction or elimination of flow at this location. If the spring is perched, which is likely, considering its chemistry and location relative to measured water levels in the area, no impacts to its flow is expected. No other impacts are anticipated from the quarry dewatering.  The current plan is to develop an on-site water supply that will involve groundwater extraction to make up any difference between quarry dewatering production and the process water requirement of approximately 2,150 gpm. The hydrogeologic effects of groundwater production was simulated as a series of wells along the Cave Spring Drainage. Results indicate a groundwater depression would be developed that extends along Cave Spring Drainage to and somewhat beyond the Operational Project Area Boundary. It is not anticipated that the water supply pumping along Cave Spring Drainage would affect springs or other water users in or around the Operational Project Area. Note that the predictions of the potential well field is generalized as it does not consider the performance or viability of individual wells, but instead assumes that the porosity of the fracture zone and surrounding unfractured bedrock and alluvium would be uninhibited hydrogeologically and readily drained.  Groundwater inflow to the post closure Stage 1 quarry will result in a lake which will be dominated by the high- evaporation characteristic of this area. Groundwater inflow to the quarry is predicted to be relatively low due to the low recharge in the region, structure and fault-controlled compartmentalization, and the very low permeability of the lacustrine sediments of the Cave Spring Formation which surrounds the majority of the quarry. Given these conditions, the proposed Stage 1 quarry lake is predicted to be a hydraulic sink, with an expected (base) case predicted quarry lake elevation of 5,761 feet asl compared to an approximate sink elevation of 5.823 ft asl and ranging from approximately 11 to 98 feet below the sink elevation for the different model sensitivity runs. Overall, no impacts to groundwater or springs are anticipated either during operations or post closure of the Rhyolite Ridge Project.  13-6 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  13.1.3 Surface Water Controls  Stormwater controls have been designed to route upgradient runoff (non-contact water) around the proposed SOSF infrastructure and to accommodate and contain on-site runoff (contact water) from design storm events. The intent of the stormwater controls is as follows:  13-7    Divert non-contact water (i.e., water that has not come in contact with disturbed ground or composite materials) around the SOSF and discharge to downstream water courses    Convey sediment-laden runoff, as necessary, to sediment collection basins prior to discharging to downstream water courses.      Contain precipitation from a design storm event that has come in contact with composite materials.  Contact water is designed to be collected in Contact Water Ponds that will be constructed at the northern end of the Phase 1 OSF and at the southern end of the Phase 3 OSF. A Contact Water Pond will also be constructed adjacent to the process facilities pad designed by others. Networks of perforated collection pipes will be installed below the OSF foundations to capture and convey meteoric infiltration to the Contact Water Ponds.    Permanent and temporary unimpacted surface and contact water diversion channels will be constructed upgradient of the OSFs and the quarry to manage runoff from the OSFs and the quarry. As construction progresses, contact water channels will be diverted or converted to unimpacted surface water channels to reduce water management at the Contact Water Ponds.  Hydrologic and hydraulic calculations were performed to establish design peak flows, runoff volumes, channel capacities, minimum channel dimensions, and slopes required to pass the design peak flows from up gradient watersheds that will be diverted around the SOSF. Stormwater diversion channels were designed to transport flow around the facility and discharge into natural drainage courses. All stormwater diversion channels were designed to withstand the discharge of the peak flow from a 100-year, 24-hour storm event. Permanent channels that will remain in place for the life of quarry were designed to convey the 500-year, 24-hour storm event within the freeboard of the channel. The stormwater diversion channels will consist of trapezoidal channels with 2.5H:1V side slopes (maximum) and variable base widths and depths. Riprap protection will be used, where necessary, to minimize erosion due to runoff resulting from a maximum design storm event of 100-year, 24-hours.  The hydrological modeling was performed using HEC-HMS, a precipitation-runoff simulation computer program developed by the USACE to calculate the magnitude and timing of the peak flows and volumes resulting from specific storm events. HEC-15 (U.S Department of Transportation Federal Highway Administration, 2005) was then used to estimate channel flow depths and riprap sizing based on the cross-sectional geometry, minimum channel profile slope, and peak flows. The required channel depths and riprap sizing were determined for each channel segment longitudinal slope.  The south diversion channel outlets into a steep natural drainage, and it is anticipated that the flows from the south diversion channel could result in minor erosion to the overburden on the native slopes. A sediment basin has been designed to capture all runoff from the south diversion channel and slowly release it to the natural drainage through perforated riser pipe. An armored, overflow spillway that can convey a 100-year, 24-hour storm event has been included in the sediment basin design. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  During operations, runoff from the SOSF will be contained within the lined SOSF area. A trapezoidal channel is formed by the lined SOSF perimeter berm/road and the offset stack slope and will direct flow to the underdrain system and toward the outlet of the SOSF. Under normal operations, stormwater will be collected in the underdrain collection pipes, where it will be routed to the underdrain pond. In the event that a storm produces more runoff than the underdrain collection piping can handle, the stormwater would overflow the SOSF outlet berm into the lined underdrain collection outlet channel, where it will be directed to the underdrain pond  Mine Design Factors  This sub-section contains forward-looking information related to mine design and production plans for the Project. The material factors that could cause actual results to differ materially from the conclusions, estimates, designs, forecasts or projections in the forward-looking information include any significant differences from one or more of the material factors or assumptions that were set forth in this sub-section including mining strategy and production rates, expected mine life and mining unit dimensions.  Quarry Design Objectives and Constraints  The first three years of the quarry operation are limited to a minimum surface disturbance area to aid in the initial permitting of the Site. The allowable surface disturbance area for the first three years is approximately 158 acres and will include the OSF, haul roads, ponds, and stormwater controls. The Stage 1 Quarry was designed to maximize ore recovery while also staying within this constraint.  A USFWS listed endangered species – Tiehm’s buckwheat exists within the Rhyolite Ridge Project Site. A total of eight populations of this buckwheat species are scattered throughout the Project area. The populations and associated designated critical habitat lie within the mineral reserve pit shell used to constrain the March 17, 2020, mineral reserve estimate. The reserve pit shell was not adjusted to account for any impacts from avoidance of Tiehm’s buckwheat or minimization of disturbance within the designated critical habitat. Environmental and permitting assumptions and factors will be taken into consideration during future modifying factors studies for the Project. These permitting assumptions and factors may result in potential changes to the Mineral Reserve footprint in the future.  The Project’s Mine Plan of Operations submitted to the BLM in July 2022 and currently under NEPA review has no direct impact on Tiehm’s buckwheat and includes measures to minimize and mitigate for indirect impacts within the designated critical habitat areas identified.  In addition to the Tiehm’s buckwheat considerations, the quarry design was also significantly affected by the geotechnical characteristics of the M5a geologic unit. The M5a unit is described as a very weak swelling clay that represents up to half of the thickness of the total M5 unit. Additional details of the M5a unit and its impact on quarry geotechnical constraints are provided in Section 12.1.2.3.  Production Rates  Annual ore production at Rhyolite Ridge is dictated by the amount of sulphuric acid generated by the SAP and subsequently used in the leaching process. Approximately 1.38 Mt of acid will be generated by the SAP on annual basis, and the amount of acid used during the leaching process varies based on different material characteristics of the ore. The block model for Rhyolite Ridge included a variable with an estimate of the amount of sulphuric acid required by the leaching process for each individual block. Once the mining sequence was determined, the blocks were extracted until the sum of the sulphuric acid used by the blocks equaled the 1.38 Mt of annual sulphuric acid production. On average, the total ore mined was approximately 2.6 Mtpy with variable overburden removal  13-8 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  requirements based on quarry orientation and loading equipment available. Table 13.3 provides an annual summary ore and waste movement, as well as the average grades of lithium carbonate, boric acid, lithium, and boron. Figure 13.3 summarizes annual production from the quarry from the Pre-Production Phase through Production Year 26. Figure 13.4 shows the delineation of annual plant feed material by Mineral Resource classification.  All overburden and non-ore grade material is placed in one of the three ex-pit OSFs from Pre-Production through Production Year 7 until there is sufficient room on the quarry floor to begin placing material into IOB beginning in Production Year 8. From Production Years 9 and onward, all overburden and non-ore grade material will be placed in IOB, which will be approximately 50% of all overburden and non-ore grade material volume generated over the life-of-mine. Summaries of total overburden and non-ore grade material volumes placed in the Phase 1 OSF, Phase 2 OSF, Phase 3 OSF, and IOB are provided in Figure 13.5.  13-9 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 13.3: Summary of Annual Material Movement  13-10  Production Year  -1  1  2  3  4  5  6  7  8  Stage 1 Pit ROM Ore  Mt  0.0  2.5  2.6  2.6  1.4  0.5  0.0  1.1  1.2  Stage 2 Pit ROM Ore  Mt  0.0  0.0  0.0  0.0  0.7  1.2  1.9  1.7  1.3  Stage 1 Pit Overburden  Mt  2.0  21.7  21.6  21.6  14.1  0.3  0.0  0.4  0.7  Stage 2 Pit Overburden  Mt  0.0  0.0  0.0  0.0  24.0  37.7  37.9  37.4  29.4  Avg. Lithium Carbonate Grade  %  0.0%  1.1%  1.1%  1.1%  1.1%  1.1%  1.1%  1.0%  1.0%  Avg. Boric Acid Grade  %  0.0%  7.4%  7.6%  8.2%  8.1%  8.4%  8.8%  9.3%  9.5%  Avg. Lithium Grade  ppm  -  2,140  2,121  2,106  2,158  2,152  2,077  1,891  1,858  Avg. Boron Grade  ppm  -  12,960  13,210  14,357  14,108  14,644  15,332  16,325  16,532  Product Li2CO3  000 tons  16.966  24.767  24.726  -  -  -  -  -  Product LiOH  000 tons  -  -  -  23.200  19.067  18.779  23.924  23.394  Product H3BO3  000 tons  102.709  152.873  164.055  142.340  118.807  125.367  182.511  191.176  Production Year  9  10  11  12  13  14  15  16  17  Stage 1 Pit ROM Ore  Mt  0.0  0.0  0.0  0.0  0.0  0.0  0.0  0.0  0.0  Stage 2 Pit ROM Ore  Mt  2.9  2.9  2.8  2.9  2.9  2.8  2.9  2.9  2.9  Stage 1 Pit Overburden  Mt  0.0  0.0  0.0  0.0  0.0  0.0  0.0  0.0  0.0  Stage 2 Pit Overburden  Mt  30.0  30.0  30.0  30.1  30.1  13.6  13.6  13.6  13.6  Avg. Lithium Carbonate Grade  %  0.9%  0.9%  0.9%  1.0%  1.0%  1.0%  1.0%  0.9%  1.0%  Avg. Boric Acid Grade  %  10.1%  10.4%  10.4%  10.1%  9.0%  9.0%  9.8%  10.3%  10.3%  Avg. Lithium Grade  ppm  1,780  1,749  1,781  1,859  1,904  1,938  1,845  1,783  1,786  Avg. Boron Grade  ppm  17,632  18,206  18,212  17,636  15,817  15,654  17,091  18,067  17,967  Product Li2CO3  000 tons  -  -  -  -  -  -  -  -  -  Product LiOH  000 tons  24  25  25  26  26  27  26  25  25  Product H3BO3  000 tons  215  235  234  230  211  201  216  232  234  Production Year  18  19  20  21  22  23  24  25  26  Stage 1 Pit ROM Ore  Mt  0.0  0.0  0.0  0.0  0.0  0.0  0.0  0.0  0.0  Stage 2 Pit ROM Ore  Mt  2.8  2.0  2.8  2.7  2.6  2.7  2.7  2.8  0.6  Stage 1 Pit Overburden  Mt  0.0  0.0  0.0  0.0  0.0  0.0  0.0  0.0  0.0  Stage 2 Pit Overburden  Mt  13.6  12.5  3.5  2.4  1.9  1.7  2.1  2.3  0.3  Avg. Lithium Carbonate Grade  %  1.0%  0.8%  0.8%  0.8%  0.8%  0.8%  0.8%  0.8%  0.9%  Avg. Boric Acid Grade  %  10.1%  7.6%  8.0%  7.1%  6.9%  7.5%  7.0%  8.2%  5.0%  Avg. Lithium Grade  ppm  1,795  1,539  1,563  1,531  1,494  1,493  1,482  1,515  1,617  Avg. Boron Grade  ppm  17,706  13,274  13,902  12,471  12,072  13,069  12,281  14,324  8,809  Product Li2CO3  000 tons  -  -  -  -  -  -  -  -  -  Product LiOH  000 tons  25  18  19  21  20  20  20  20  11  Product H3BO3  000 tons  228  147  157  160  147  155  153  173  77 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Figure 13.3: Summary of Annual Material Movement  -  2,000  4,000  6,000  8,000  10,000  12,000  14,000  16,000  18,000  20,000  22,000  0.0  4.0  8.0  12.0  16.0  20.0  24.0  28.0  32.0  36.0  40.0  44.0  ROM Ore Grade (ppm)  Total Material Moved (Millions of Tons)  -1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26  Production Year  Stage 1 Pit ROM Ore  Stage 2 Pit Overburden  Stage 2 Pit ROM Ore  Avg. Lithium Grade  Stage 1 Pit Overburden  Avg. Boron Grade  13-11 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  500  1,000  1,500  2,000  2,500  Figure 13.4: Summary of Annual Plant Feed from the Measured and Indicated Resource Classifications  3,000  ROM Ore (000s tons, dry basis)  0  1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26  Production Year  ROM Ore in the Measured Resource Classification ROM Ore in the Indicated Resource Classification  13-12 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Figure 13.5: Summary of Annual Overburden Stacking Requirements  Expected Mine Life  Assuming an annual acid consumption of 1.38 Mt corresponding to about 2.6 Mtpa of ore, the LOMP indicates an expected mine life of over 25 years. Note that the final production year is not a full year of production.  Mining Unit Dimensions  The operational quarry will have benches that are 30 feet high and vary in width between 21 ft and 29.6 ft. The face angles and overall slope angles vary by geotechnical sector and are laid out in Table 13.1 and Table 13.2. The final mine layout is shown in Figure 13.6.  13-13 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Figure 13.6: Final Mine Layout from the 2020 FS (Note this has changed in the 2022 MPO)  13-14 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  13.2.5 Mining Dilution and Recovery Factors  Mining dilution, loss and recovery factors were previously discussed in Section 12.2.1 assuming a reasonable accurate geologic model, high-precision GPS operations and the use of FMS. GPS guided systems are also assumed to be installed on track dozers and a small excavator to assist with ore cleaning.  Run-of-mine (ROM) modifying factors were applied to the in-situ resource block model to simulate the effects of mining on the recoverability and under these assumptions. Based on the outcomes of a trade-off study the following ROM modifying factors were applied:  13-15        Mining loss (per interface): 1.0 foot  Mining dilution: (per interface): 1.5 feet  Moisture: 12%  The dilution qualities used were based on the modeling of the material above and below the ore zone. The effective loss assumptions are representative at this level of study to simulate the losses that will occur in the selective mining of this type of deposit at each roof and floor interface of ore.  13.3 Stripping and Backfilling Requirements  Four separate OSF Phases were designed to contain the 493.5 Mt of overburden and non-ore grade material removed from quarry during the Stage 2 Production Plan. OSF Phases 1 through 3 are located ex-pit, whereas the Phase 4 OSF is located within the limits of the Stage 2 Quarry. Together, the Phase 1 and Phase 2 OSFs comprise the West OSF, whereas the Phase 3 OSF is alternatively referred to as the North OSF. The Phase 4 OSF is generally referred to as In-Pit Overburden Backfill (IOB) for the purposes of this Documentation Report. The locations of the various ex-pit OSF designs were previously provided in Figure 13.6.  Parameters used for the ex-pit OSF designs are as follows:              Inter-bench slopes of 2.25H:1V.  Overall slope of 2.45H:1V  Constructed using 20-foot lifts.  20-foot-wide catch benches established every 100-foot of vertical elevation gain.  Access road to maintain a grade of no greater than 10%.  A specific stacking plan had to be developed to incorporate the placement of material with structural limitations – the M5 geologic unit.    For the purposes of this Study, an 18-inch-thick layer of alluvial (Q1) material will be placed on all final outslope and top surfaces of the OSFs to facilitate concurrent reclamation.  The Phase 1 OSF is located directly to the northwest of the Stage 1 Quarry. This location was selected due to its proximity to the Stage 1 Pit to minimize haul distances and prevent sterilization of Mineral Resources. The Phase 2 OSF design is an expansion of the Phase 1 OSF to the south, extending approximately to the southern extent of the Stage 2 Quarry. Combined, the Phase 1 and 2 OSFs are also referred to as the West OSF. The Phase 2 OSF represents the remainder of available and suitable area that can be used for an OSF and remain near the limits of 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  the Stage 2 Quarry. The Phase 3 OSF design, also referred to as the North OSF, encompasses the remainder of the overburden material scheduled to be moved ex-pit during the Stage 2 Production Plan. The Phase 3 OSF is currently planned to be built between the Stage 2 Quarry and the Processing Plant location on the north side of the main drainage at the north end of the Project boundary, approximately two-thirds of a mile northwest of the Stage 2 Quarry Crest. This location was selected due to site boundary restrictions and the location of the Cave Springs Formation outcroppings. To date, no issues have been identified that would materially impact the proposed locations of the West and North OSFs.  Special parameters were required for the development of the ex-pit OSF designs to accommodate stacking the M5 geologic unit. M5 material moved to the ex-pit OSF must be encapsulated to minimize the risk of OSF failure. The OSF design was developed to allow concentration of the M5 material for future mining extraction and processing. Additional requirements for ex-pit OSFs involving the M5 stacking plan are as follows:  13-16    M5 material cannot be stacked below a set minimum elevation above sea level, specific to each individual OSF design.        M5 material must reside in the OSF internally, offset from the final OSF design surface by 500 to 700-feet.  No M5 material be placed in locations with less than 100 vertical feet of subsequent non-M5 material cover.  M5 material is assumed to be stacked in a dry condition.  External OSFs were designed to store excavated overburden until such point where in-pit backfill could begin in Production Year 8. OSF surfaces will be graded to drain away from the quarry wherever possible. The inter-ramp outslopes of the OSFs will also be concurrently graded at a 2.25H:1V slope with CAT D10T2 track dozers as progression continues upward. A summary of the designed storage capacities in millions of cubic yards (MCY) is provided in Table 13.4 and an annual summary of total volumes stacked to each OSF and IOB is provided in Figure 13.5. Note that of the 76.3 MCY of total designed capacity of the North OSF, only 68.4 MCY, or 90%, is required for the Stage 2 Production Plan.  Table 13.4: Overburden Storage Facility Design Storage Capacities (MCY)  13.4 Mining Fleet, Machinery, and Personnel Requirements  This sub-section contains forward-looking information related to equipment selection for the Project. The material factors that could cause actual results to differ materially from the conclusions, estimates, designs, forecasts or projections in the forward-looking information include any significant differences from one or more of the material factors or assumptions that were set forth in this sub-section including labor and equipment availability and productivity.  OSF  Design  Storage Capacity (MCY)  West OSF (Phase 1 and Phase 2)  112.4  North OSF (Phase 3)  76.3  IOB (Phase 4)  180.2  Total  368.9 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Two scenarios were considered for estimating quarry equipment requirements, labor requirements, capital costs, and operating costs: conventional haulage using manned haul trucks and another estimate using Autonomous Haul Trucks (AHT). ioneer has opted to use AHTs as the base case to save on costs and labor with conventional, manned haul trucks as an alternative. The use of AHTs in mining and quarry operations is relatively new, and few original equipment manufacturers (OEMs) can currently support AHTs. Both CAT and Komatsu offer AHT technology. While AHTs do not require a driver to operate, a team of highly trained and specialized personnel, referred to as the License Team, are required to remotely monitor the AHTs at all times and make sure the AHTs are operating per specifications.  A limited amount of information regarding cost advantages and operational performance gains for autonomous haulage is available from OEMs and vendors due to the proprietary nature of this information. The detailed backup information regarding performance factors from the OEMs that formed the basis of this autonomous haulage analysis was not communicated to the Mineral Reserve QP in writing and has not been independently verified. It is believed that the information, estimates, and comparisons contained herein are reasonably representative of autonomous haulage requirements based on the QP’s experience with other autonomous haulage studies. The AHT information provided by the OEM was used to estimate the equipment and labor requirements that have formed the basis of the capital and operating cost estimates for autonomous haulage.  13.4.1 Quarry Production Tasks  Distinct production tasks for the Project are as follows:  13-17    Clearing and Grubbing – Includes equipment and labor required to clear vegetation from disturbance areas within the quarry. Any labor or equipment required to relocate any native species affected by mining, such as buckwheat, are excluded from this function.    Drilling and Blasting – Includes equipment and labor required for pre-split drilling, production drilling, and associated drilling support. A contractor is assumed to perform all blasting functions.    Overburden/Interburden Removal – Includes the equipment and labor costs necessary to remove all overburden and interburden material from the quarry and haul the material to an ex-pit OSF or IOB. Note that non-ore grade M5 material is included in this category, along with equipment allocations for dozers to maintain working levels at the OSF and regrade the final slopes of the OSF as lifts are completed.    Ore Mining – Includes the equipment and labor necessary to extract ore and deliver it to the ROM ore stockpile at the Processing Plant. Equipment and labor house associated with rehandling material from the Processing Plant’s stockpile are excluded from this task as this is assumed to be part of the Processing Plant’s function.    M5 Haulage and Stockpiling – Includes the equipment and labor necessary to remove non-ore grade M5 material and stockpile it in an ex-pit OSF or IOB.    Stormwater Controls – Includes the equipment required to maintain sedimentation ponds, water collection/diversion ditches, and culverts for surface water management throughout the property.    General quarry Support – Includes the equipment and labor required to maintain haul roads and perform other miscellaneous support tasks. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  13.4.2 Quarry Production and Support Equipment  The equipment selection for the Project, shown in Table 13.5, was dependent on a variety of factors, including annual material movement requirements, bench height, quarry configuration, number of mining faces, and the required selectivity of the mining equipment. The assumed mining fleet for the Project consists of two CAT 6030BHs (22.2 cubic yard (CY) hydraulic backhoes) and a fleet of CAT 785Gs (150-ton class rigid end-dump haul trucks) as the primary loading and haulage equipment for the quarry. A CAT 993K front-end wheel loader (FEL) with a 15.7 CY bucket was also incorporated into the major mining equipment on site due to its operational versatility. The CAT 993K will primarily be used in the removal of alluvium material that does not require blasting and other overburden materials where applicable.  Support equipment for the operations include track and wheel dozers to clear vegetation, prepare working surfaces, clean working areas, and create access to the work area. The wheel dozers will provide support for the excavators at mining faces, whereas the track dozers will provide support for haul trucks at the ex-pit OSFs and IOB. Dozing equipment is also used for road ripping, final grading operations, and alluvium spreading during rehabilitation. A track dozer and small backhoe with a 3.9 CY bucket were assigned to the ore mining process to conduct ore cleaning before extraction. Ore cleaning will occur at the roof and floor interfaces of all ore seams to limit the ore loss and dilution experienced in the mining process. Excavator ore cleaning will occur in all areas of the quarry where ore cleaning cannot be completed by a track dozer due to the dip of the ore seam.  Table 13.5: Summary of Quarry-Related Equipment  13-18  Note: 1. 15-ton class autonomous haul truck (AHT) not yet available from CAT; model name has been nominally assigned by WSP.  Equipment Make and Model  Equipment Type  Shared with Plant or SOSF?  Primary Size Class  Production Equipment  Caterpillar MD6200  Diesel Drill - Crawler Mounted  No  6.5 in. bit  Caterpillar 6030BH  Hydraulic Excavator  No  22.2 yd3  Caterpillar 993K  Wheel Loader  No  15.7 yd3  Caterpillar 785AHT1  Autonomous Haul Truck  Yes  150 tons  Caterpillar 785G  Rental Mechanical Drive Haul Truck  Yes  150 tons  Support Equipment  Caterpillar 740WW  Articulated Water Truck  Yes  8,000 gal  Caterpillar D10T2  Track Dozer  No  600 hp  Caterpillar 16M3  Motor Grader  Yes  16 ft blade  Caterpillar 834K  Wheel Dozer  No  562 hp  Caterpillar 374F  Hydraulic Excavator  Yes  3.9 yd3  Service Equipment  Fuel/Lube Truck  Fuel/Lube Truck  Yes  2,000 gal  Mechanic's Truck  Mechanic's Truck  Yes  82 hp  Tire Handler  Tire Handler  Yes 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Autonomous Haulage Trucks  Equipment Performance Factors and Fleet Requirements  The loading, support, and service equipment for autonomous haulage is not anticipated to differ from the equipment selected for conventional haulage. CAT does not currently produce 150-ton AHTs, though there are plans for release in the future. It is assumed that the CAT 150-ton AHTs would be available for purchase when quarry operations begin, and the loaders and excavators have been sized to match well with this class of haul truck.  Anticipated performance factors for AHTs are as follows:  13-19        Mechanical Availability (MA) = 87.0%  Operational Usage (OU) = 96.0%  Effective Utilization (EU) = 83.5%  The assumed MA is reasonably aligned with conventional haul trucks, though the anticipated OU is higher compared with conventional haulage. This is because the haulage equipment will be autonomous while the loading equipment will be manned. The impacts of safety stand-downs during blasting, equipment congestion, queuing, and other typical operational delays on the achievability of the 96% OU were not assessed. A summary of the assumed equipment performance factors for the first five years of equipment life is provided in Table 13.6 with a similar summary for equipment performance factors after the first five years is provided in Table 13.7.  Haul truck travel times were estimated in CAT’s Fleet Production and Cost analysis software (FPC) using annual haulage profiles developed for overburden/interburden, non-ore grade M5 material, and ROM ore from each source to each destination on a centroid basis. A global speed limit of 25 miles per hour (mph) was applied to the 100 haul profiles developed for the Stage 2 Production Plan, though speed limits were adjusted at loading and unloading areas and around sharp turns and switchbacks to represent slower truck speeds in these areas.  Estimated AHT cycle times were calculated based upon the estimated truck loading time, haul truck travel times calculated in FPC, and an assumed dump and maneuvering time of 1.2 minutes for ore and waste. AHT productivities per scheduled shift were then estimated using the effective AHT capacities shown in Table 13.8 and haul truck cycle times based on an assumed effective utilization of 83.5%. The resultant productivities assumed for loaders and AHTs adjusted for truck saturation are provided in Table 13.9.  Annual estimates of equipment requirements for the autonomous haulage scenario were developed from first principles using the Stage 2 Production Plan statistics and estimates of equipment productivities summarized in Table 13.8 and Table 13.9. A net reduction of 24% in haulage shifts and a reduction in the maximum number of quarry-owned haul trucks from 20 trucks (conventional haulage) down to 15 trucks (autonomous haulage) is anticipated due to the increased effective utilization of the AHTs from conventional trucks. A maximum of 8 leased haul trucks manned by operators will also be required for a period of one to four years from Production Years 4 through 7 when overburden removal requirements peak at an average of 38 Mtpy. A summary of the annual quarry equipment requirements for the autonomous haulage scenario is provided in Table 13.10. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 13.6: Quarry Equipment Performance Factors through Production Year 5  13-20  Notes:  Mechanical Availability based on information provided by HOLT CAT on another southwest US mining project and other industry standards.  Consumption factor is used to convert scheduled hours to consuming hours, where consuming hours is defined as the total number of hours in which a piece of equipment is running and consuming supplies.  Consuming hours is defined as the total number of hours in which a piece of equipment is running and consuming supplies. This is equivalent to Caterpillar's Service Meter Units  (SMU) metric.  Machine Make/Model  Equipment Type  Task  Mechanical Availability  Operational Usage  Effective Utilization  Consumption Factor2  Scheduled Days per Year  Shifts per Day  Scheduled Shifts per Year  Scheduled Hours per Year  Available Hours per Year  Productive Hours per Year  Consuming  Hours per  Year3  Caterpillar 6030BH  Hydraulic Excavator  OB/IB  Removal  88.4%  70.3%  62.2%  83.7%  365  2  730  8,760  7,744  5,444  7,330  M5 Loading  88.4%  71.1%  62.8%  83.7%  365  2  730  8,760  7,744  5,505  7,330  Ore Loading  88.4%  71.1%  62.8%  83.7%  365  2  730  8,760  7,744  5,505  7,330  Caterpillar 993K  Wheel Loader  OB/IB  Removal  88.4%  70.5%  62.3%  84.5%  365  2  730  8,760  7,744  5,457  7,403  M5 Loading  88.4%  72.0%  63.7%  84.5%  365  2  730  8,760  7,744  5,578  7,403  Ore Loading  88.4%  72.0%  63.7%  84.5%  365  2  730  8,760  7,744  5,578  7,403  Caterpillar 785AHT  Haul Truck  Haulage  87.0%  96.0%  83.5%  83.5%  365  2  730  8,760  7,621  7,316  7,316  Caterpillar 785G  Haul Truck  Haulage  88.4%  71.2%  63.0%  84.5%  365  2  730  8,760  7,744  5,517  7,403  Caterpillar 740WW  Water  Truck  Road  Maintenance  88.4%  75.6%  66.9%  84.9%  365  2  730  8,760  7,744  5,858  7,440  Caterpillar MD6200  Diesel Drill  Drilling  88.4%  75.6%  66.9%  84.9%  365  2  730  8,760  7,744  5,858  7,440  Caterpillar 430F2  Backhoe  Loader  Support  88.4%  76.0%  67.2%  84.5%  365  2  730  8,760  7,744  5,882  7,403  Caterpillar D10T2  Dozer  Regrading  88.4%  75.5%  66.7%  84.8%  365  2  730  8,760  7,744  5,846  7,428  Support  88.4%  76.3%  67.4%  84.8%  365  2  730  8,760  7,744  5,907  7,428  Caterpillar 834K  Wheel  Dozer  Support  88.4%  76.4%  67.6%  84.9%  365  2  730  8,760  7,744  5,919  7,440  Caterpillar 16M3  Motor  Grader  Road  Maintenance  88.4%  77.2%  68.3%  84.9%  365  2  730  8,760  7,744  5,980  7,440  Fuel/Lube Truck  Service  Truck  Equipment  Service  88.4%  77.2%  68.3%  84.9%  365  2  730  8,760  7,744  5,980  7,440  Lowboy  Service  Truck  Equipment  Service  88.4%  77.2%  68.3%  84.9%  365  2  730  8,760  7,744  5,980  7,440  Light Plant  Light Plant  Support  97.0%  98.6%  95.6%  95.6%  365  1  365  4,380  4,249  4,188  4,188  Pickup  Pickup  Support  90.0%  100.0%  90.0%  90.0%  365  2  730  8,760  7,884  7,884  7,884 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 13.7: Quarry Equipment Performance Factors After Production Year 5  13-21  Notes:  Mechanical Availability based on WSP’s assessment of the average over the useful service life of equipment and other industry standards.  Consumption factor is used to convert scheduled hours to consuming hours, where consuming hours is defined as the total number of hours in which a piece of equipment is running and consuming supplies.  Consuming hours is defined as the total number of hours in which a piece of equipment is running and consuming supplies. This is equivalent to Caterpillar's Service Meter Units (SMU) metric.  Machine Make/Model  Equipment Type  Task  Mechanical Availability  Operational Usage  Effective Utilization  Consumption Factor2  Scheduled Days per Year  Shifts per Day  Scheduled Shifts per Year  Scheduled Hours per Year  Available Hours per Year  Productive Hours per Year  Consuming  Hours per  Year3  Caterpillar 6030BH  Hydraulic Excavator  OB/IB  Removal  85.0%  69.1%  58.8%  80.3%  365  2  730  8,760  7,446  5,147  7,032  M5 Loading  85.0%  69.9%  59.4%  80.3%  365  2  730  8,760  7,446  5,207  7,032  Ore Loading  85.0%  69.9%  59.4%  80.3%  365  2  730  8,760  7,446  5,207  7,032  Caterpillar 993K  Wheel Loader  OB/IB  Removal  85.0%  69.3%  58.9%  81.1%  365  2  730  8,760  7,446  5,159  7,105  M5 Loading  85.0%  70.9%  60.3%  81.1%  365  2  730  8,760  7,446  5,280  7,105  Ore Loading  85.0%  70.9%  60.3%  81.1%  365  2  730  8,760  7,446  5,280  7,105  Caterpillar 785AHT  Haul Truck  Haulage  87.0%  96.0%  83.5%  83.5%  365  2  730  8,760  7,621  7,316  7,316  Caterpillar 785G  Haul Truck  Haulage  85.0%  70.1%  59.6%  81.1%  365  2  730  8,760  7,446  5,220  7,105  Caterpillar 740WW  Water  Truck  Road  Maintenance  85.0%  74.7%  63.5%  81.5%  365  2  730  8,760  7,446  5,560  7,142  Caterpillar MD6200  Diesel Drill  Drilling  85.0%  74.7%  63.5%  81.5%  365  2  730  8,760  7,446  5,560  7,142  Caterpillar 430F2  Backhoe  Loader  Support  85.0%  75.0%  63.8%  81.1%  365  2  730  8,760  7,446  5,585  7,105  Caterpillar D10T2  Dozer  Regrading  85.0%  74.5%  63.3%  81.4%  365  2  730  8,760  7,446  5,548  7,130  Support  85.0%  75.3%  64.0%  81.4%  365  2  730  8,760  7,446  5,609  7,130  Caterpillar 834K  Wheel  Dozer  Support  85.0%  75.5%  64.2%  81.5%  365  2  730  8,760  7,446  5,621  7,142  Caterpillar 16M3  Motor  Grader  Road  Maintenance  85.0%  76.3%  64.9%  81.5%  365  2  730  8,760  7,446  5,682  7,142  Fuel/Lube Truck  Service  Truck  Equipment  Service  85.0%  76.3%  64.9%  81.5%  365  2  730  8,760  7,446  5,682  7,142  Lowboy  Service Truck  Equipment Service  85.0%  76.3%  64.9%  81.5%  365  2  730  8,760  7,446  5,682  7,142  Light Plant  Light Plant  Support  97.0%  98.6%  95.6%  95.6%  365  1  365  4,380  4,249  4,188  4,188  Pickup  Pickup  Support  90.0%  100.0%  90.0%  90.0%  365  2  730  8,760  7,884  7,884  7,884 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 13.8: Estimated Loader, Dozer, and Drill Production Rates  13-22  Notes:  Rate at given mechanical availability = EB1 or EB2 x (3600 / CT) x Hours Per Shift x MA x OU  Effective Bucket Capacity in Bank Cubic Yards (BCY) = EB1 = B x FF x S, Effective Bucket Capacity in Tons = EB1 x Material Weight  Based on 730 (12-hour) Shifts Per Year  Unless explicitly stated otherwise, all tonnages shown are on a dry basis.  arb = as-received basis (i.e., includes moisture)  Machine  Nominal Truck Capacity (tons)  Effective Truck Payload (tons, arb)  No. of  Passes  Rated Bucket Capacity (CY)  [B]  Bucket Fill Factor [FF]  Swell Factor [S]  Effective Bucket Capacity2  Avg. Cycle Time per Pass (sec)  Total Truck Spot & Load Time (min)  Mech. Avail. (%)  Op. Usage (%)  Estimated Production Rate per Working Hour  Estimated Production Rate per Scheduled Hour  Estimated Production Rate per Shift  Estimated Production Rate per Year3  BCY [EB1]  tons [EB2]  LOADING MACHINES 1  OB/IB  CAT 6030BH (OB/IB)  150.0  149.2  5  22.2  0.900  0.810  16.2  26.6  30  2.50  88.4%  69.1%  3,195 tons  1,955 tons  23,460 tons  17,126,000 tons  CAT 993K (OB/IB)  150.0  147.7  7  15.7  0.900  0.810  11.4  18.8  45  5.25  88.4%  69.3%  1,505 tons  925 tons  11,100 tons  8,103,000 tons  Ore  CAT 6030BH (Ore)  150.0  149.3  5  22.2  0.900  0.810  16.2  26.7  30  2.50  88.4%  69.9%  3,200 tons  1,980 tons  23,760 tons  17,345,000 tons  CAT 993K (Ore)  150.0  147.8  7  15.7  0.900  0.810  11.4  18.9  45  5.25  88.4%  70.9%  1,510 tons  945 tons  11,340 tons  8,278,000 tons  M5 Material  CAT 6030BH (M5)  150.0  149.0  5  22.2  0.840  0.810  15.1  26.6  30  2.50  88.4%  69.9%  3,195 tons  1,975 tons  23,700 tons  17,301,000 tons  CAT 993K (M5)  150.0  147.5  7  15.7  0.840  0.810  10.7  18.8  45  5.25  88.4%  70.9%  1,505 tons  945 tons  11,340 tons  8,278,000 tons  DOZERS  CAT D10T2 (OSF/IOB)  88.4%  74.5%  1,280 BCY  845 BCY  10,140 BCY  7,402,000 BCY  DRILLS  CAT MD6200 (Ore)  88.4%  74.7%  3,780 BCY  2,495 BCY  29,940 BCY  21,856,000 BCY  CAT MD6200 (OB/IB)  88.4%  74.7%  3,780 BCY  2,495 BCY  29,940 BCY  21,856,000 BCY  CAT MD6200 (Presplit)  88.4%  74.7%  965 BCY  635 BCY  7,620 BCY  5,562,500 BCY 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 13.9: Summary of Estimated Loader and AHT Productivities for the Autonomous Haulage Scenario  13-23  Note:  1. Includes adjustments for truck saturation.  Production Year  Avg. One-  Way Haul Distance (mi)  Avg. Productivity per Unit  (tons/shift)  Production Year  Avg. One-  Way Haul Distance (mi)  Avg. Productivity per Unit  (tons/shift)  Loading  Fleet1  Haulage Fleet  Loading  Fleet1  Haulage Fleet  -1  0.7  17,472  8,736  13  1.4  22,528  4,593  1  1.5  17,533  4,496  14  2.4  22,531  2,690  2  1.9  17,520  4,012  15  2.0  22,531  3,187  3  2.2  16,872  3,374  16  2.4  22,531  2,738  4  2.1  19,635  3,479  17  2.5  22,531  2,748  5  2.3  19,635  2,952  18  2.9  22,531  2,551  6  2.7  18,553  2,515  19  2.8  22,531  2,562  7  2.7  18,562  2,786  20  1.4  20,164  3,361  8  2.3  22,528  3,181  21  1.6  14,531  2,906  9  1.8  22,528  3,805  22  1.8  13,407  2,681  10  1.4  22,528  4,439  23  1.8  12,960  2,592  11  1.4  22,528  4,486  24  1.5  14,659  2,932  12  1.4  22,528  4,556  25  1.4  14,802  2,960  26  1.6  12,821  2,564 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 13.10: Summary of Annual Quarry Equipment Requirements for Autonomous Haulage  13-24  Notes:  Excludes the CAT 993K FEL required for spent ore loading; this FEL has been included in the Processing Plant's equipment requirements.  The Spent Ore haulage trucks have been included in the quarry equipment list for the purposes of this exercise.  Any equipment not listed above is to be included in the Processing Plant's equipment requirements.  Equipment Make/Model  Equipment Type / Description  Max No. Units  Production Year  -1  1  2  3  4  5  6  7  8  9  10  11  12  Shift Schedule  Shifts per Day  2  2  2  2  2  2  2  2  2  2  2  2  2  Scheduled Shifts per Year  122  730  730  730  730  730  732  730  730  730  730  730  730  Drills  Caterpillar MD6200  Blast hole Drill  1  1  1  1  1  1  1  1  1  1  1  1  1  1  Loading Equipment  Caterpillar 6030BH  Hydraulic Mining Backhoe  2  1  1  1  1  2  2  2  2  2  2  2  2  2  Caterpillar 993K1  Wheel Loader  1  -  1  1  1  1  1  1  1  -  -  -  -  -  Haul Trucks  Caterpillar 785AHT2  Quarry & SOSF Haulage Truck  15  2  8  9  10  15  15  15  15  15  12  11  11  10  150-ton Rental Truck  Rental Quarry Haulage Truck  8  -  -  -  -  2  5  8  6  -  -  -  -  -  Support Equipment  Caterpillar 740WW  Water Truck  1  1  1  1  1  1  1  1  1  1  1  1  1  1  Caterpillar D10T2  Track Dozer  4  2  2  2  2  4  4  4  4  3  3  3  3  3  Caterpillar 16M3  Motor Grader  2  1  1  1  1  2  2  2  2  2  2  2  2  2  Caterpillar 834K  Wheel Dozer  1  1  1  1  1  1  1  1  1  1  1  1  1  1  Caterpillar 374F  Hydraulic Excavator (Ore Cleaning)  1  1  1  1  1  1  1  1  1  1  1  1  1  1  Service and Other Ancillary Equipment  Fuel/Lube Truck  1  1  1  1  1  1  1  1  1  1  1  1  1  1  Mechanic's Truck  2  1  1  1  1  2  2  2  2  2  2  2  2  2  Tire Handler  1  1  1  1  1  1  1  1  1  1  1  1  1  1 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 13.10: Summary of Annual Quarry Equipment Requirements for Autonomous Haulage (continued)  13-25  Notes:  Excludes the CAT 993K FEL required for spent ore loading; this FEL has been included in the Processing Plant's equipment requirements.  The Spent Ore haulage trucks have been included in the quarry equipment list for the purposes of this exercise.  Any equipment not listed above is to be included in the Processing Plant's equipment requirements.  Equipment Make/Model  Equipment Type / Description  Max No. Units  Production Year  13  14  15  16  17  18  19  20  21  22  23  24  25  26  Shift Schedule  Shifts per Day  2  2  2  2  2  2  2  1  1  1  1  1  1  1  Scheduled Shifts per Year  730  730  730  730  730  730  730  365  365  365  365  365  365  83  Drills  Caterpillar MD6200  Blast hole Drill  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  Loading Equipment  Caterpillar 6030BH  Hydraulic Mining Backhoe  2  2  1  1  1  1  1  1  1  1  1  1  1  1  1  Caterpillar 993K1  Wheel Loader  1  -  -  -  -  -  -  -  -  -  -  -  -  -  -  Haul Trucks  Caterpillar 785G2,3  Quarry & SOSF Haulage Truck  15  10  9  8  9  9  9  9  6  5  5  5  5  5  5  150-ton Rental Truck  Rental Quarry Haulage Truck  8  -  -  -  -  -  -  -  -  -  -  -  -  -  -  Support Equipment  Caterpillar 740WW  Water Truck  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  Caterpillar D10T2  Track Dozer  4  3  2  2  2  2  2  2  1  1  1  1  1  1  1  Caterpillar 16M3  Motor Grader  2  2  1  1  1  1  1  1  1  1  1  1  1  1  1  Caterpillar 834K  Wheel Dozer  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  Caterpillar 374F  Hydraulic Excavator (Ore Cleaning)  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  Service and Other Ancillary Equipment  Fuel/Lube Truck  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  Mechanic's Truck  2  2  1  1  1  1  1  1  1  1  1  1  1  1  1  Tire Handler  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  13.4.3.2 Labor Requirements for Autonomous Haulage  Assumptions made to calculate labor requirements for the autonomous haulage scenario are as follows:      AHTs are unmanned and therefore do not require haul truck drivers to operate.  A highly trained and specialized team of personnel are required to remotely monitor AHTs and make sure that the AHTs are performing to specifications. Approximately five personnel, referred to as the License Team, are required for each shift, for a total of 20 License Team personnel from Pre-Production through Production Year 19, and 10 personnel after Production Year 19.    The total number of mechanics for autonomous haulage is estimated to be approximately 20% less than the number of mechanics required for a conventional haulage scenario. This reduction is attributed to the reduction of potential for damage caused by “human error” as AHTs are less prone to incidental damage than conventional manned haul trucks.  A summary of quarry personnel requirements for autonomous haulage is provided in Figure 13.7.  Figure 13.7: Summary of Annual Quarry Labor Requirements for Autonomous Haulage  13-26 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  14.0 PROCESSING AND RECOVERY METHODS  Based on the results of bench and pilot plant test work, the Project’s engineering team designed the processing facilities using known and commercially proven technology to accommodate the unique Rhyolite Ridge mineral deposit.  The processing plant facilities involve three current and one future main steps described in more detail below:  14-1    Ore crushing and vat leaching:  Run-of-quarry lithium and boron ore is crushed and then fed to the vat leach circuit.   The vat leach circuit uses diluted sulphuric acid to leach the boron and lithium from the ore into a solution called pregnant leach solution (PLS).    Boric acid circuit/crystallization and evaporation:   Crystallization of boric acid is achieved by cooling the vat leach PLS solution. Boric acid is redissolved and crystallized to produce crystals for drying and then packaging, ready for sale to market.   Solution exiting the boric acid crystallization circuit undergoes impurity removal, evaporation, and crystallization to produce a lithium-rich brine suitable for further treatment.    Lithium carbonate circuit:   Lithium carbonate circuit treats the lithium rich brine firstly using a bulk impurity-removal step, followed by the production of lithium carbonate.  Lithium is precipitated from the solution as technical-grade lithium carbonate.    Lithium Hydroxide circuit (future, under review):  Battery-grade Lithium-Hydroxide is obtained from technical-grade lithium carbonate (starting in the 4th year of operation) by the conventional and industrial applied conversion process using lime.  Figure 14.1 shows the general layout of the ore processing facilities and sulphuric acid plant. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Figure 14.1: General Layout of the Ore Processing Facilities and Sulphuric Acid Plant  Source: Section 1 (Executive Summary) of the April 2020 FS (Fluor Enterprises Inc., 2020a).  14-2 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  14.1 Process Flow Diagram  The processing of Rhyolite Ridge ore is summarized in the high-level flowsheet in Figure 14.2 and is described in the following subsections. The evolution of the Project’s flowsheet has been significant and has been proven at pilot plant scale. This provides confidence that the Project will provide high recovery rates and become a major, low-cost, and long-term supplier of both lithium and boron.  Figure 14.2: High-Level Process Flow Block Diagram  Source: Section 1 (Executive Summary) of the April 2020 FS (Fluor Enterprises Inc., 2020a).  Ore Crushing  Lithium-boron bearing ore is trucked from the quarry and placed in stockpiles. Blended ore is transported by belt conveyor to the primary and secondary sizers where the coarse ore particles are crushed to less than one inch (a P100 of ¾ inches). The crushed ore is conveyed and stacked directly into the leaching vats. A unique property of the Rhyolite Ridge ore is that large particles are readily leachable and do not require expensive size reduction and milling to achieve high lithium and boron extraction rates.  Vat Leaching  After crushing, the crushed ore is conveyed to vats for leaching. The vat leaching process shown in Figure 14.3 uses a series of seven vats where crushed ore is sequentially leached for three days with diluted sulphuric acid. Each vat has a 125-foot internal diameter and is 25 feet tall. Both the boron and lithium minerals are readily soluble during sulphuric acid leaching. The resulting solution known as PLS contains lithium sulphate and boric acid at close to saturation. The PLS also includes gangue impurities requiring removal downstream, including aluminum, magnesium, sodium, and potassium sulphate.  The spent ore undergoes a displacement wash to remove valuable interstitial lithium and boron in solution. The spent ore is free draining, allowing the vat to be emptied of solution leaving behind a material that is suitable for dry stacking, thus it is easily removed from the vats by an overhead crane grab. Thereafter, the spent ore is  14-3 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  loaded onto trucks and transported to the SOSF for dry stacking, meaning there is no need for a conventional tailings dam.  Figure 14.3: Vat Leaching Facilities  Source: Section 1 (Executive Summary) of the April 2020 FS (Fluor Enterprises Inc., 2020a).  14.1.3 Boric Acid Circuit  After vat leaching, the third stage of the process involves pumping the PLS from the vats to the boric acid circuit shown in Figure 14.4. This circuit involves the discrete unit operations of (1) boric acid crystallization and (2) evaporation and crystallization to concentrate lithium.  14-4 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Figure 14.4: Boric Acid Circuit  Source: Section 1 (Executive Summary) of the April 2020 FS (Fluor Enterprises Inc., 2020a).  Boric Acid Crystallization  Crystallization of boric acid is well-understood and achieved by cooling the PLS using a standard industrial designed crystallizer system. Since the PLS is close to saturation in boric acid, the cooling effect in the crystallizer produces primary solid boric acid. The boric acid crystals are separated using centrifuges and then undergo a second-stage recrystallization for purification. After drying and packaging, the high-purity boric acid is ready for market.  Evaporation and Crystallization  The solution (mother liquor) from the boric acid crystallization undergoes impurity removal of aluminum and other elements, and thereafter the mother liquor is pumped to a 4-stage evaporator circuit to remove 70% contained water and concentrate the lithium. This evaporation and crystallization circuit is designed to concentrate lithium and remove mainly magnesium and sodium sulphate salts. Crystals of sulphate salts and boric acid are produced, the latter being recovered by flotation and recycled to the boric acid crystallization circuit. Water vapor from the evaporators is condensed and reused throughout the process.  Solution from the last evaporator enters a multi-stage crystallization circuit to remove mixed sulphates salts and boric acid. During this process, additional water is removed within the magnesium and sodium sulphate crystal structure. This is the final step in lithium concentration to produce a lithium brine mother liquor before entering the lithium carbonate circuit.  In all cases, centrifuges are used to separate the sulphate salts from the evaporators or crystallizers.  14-5 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  This evaporation and crystallization process is critical to concentrate the lithium and reduce the magnesium level in order to process the lithium brine in a conventional lithium carbonate circuit.  14.1.4 Lithium Carbonate Circuit  In the final stage of processing, the lithium carbonate circuit shown in Figure 14.5 is designed to produce technical-grade lithium carbonate from the lithium brine. The first step is to remove the remaining magnesium from solution by precipitation with lime slurry forming a mixture of magnesium hydroxide and gypsum. Residual calcium is removed with soda ash solution. After the brine purification stages, lithium carbonate is then precipitated from the magnesium and calcium free mother liquor using soda ash. Ultimately, the precipitated lithium carbonate is filtered, washed, and dried to produce a market ready product.  Figure 14.5: Lithium Carbonate Circuit  Source: Section 1 (Executive Summary) of the April 2020 FS (Fluor Enterprises Inc., 2020a).  14.2 Lithium Hydroxide Circuit (Future Phase)  A future phase of the Project may involve the installation of a lithium hydroxide circuit within the process plant boundary to be operational in Production Year 4. This future phase is under review and may not eventuate.  As stated previously, the conversion of the technical-grade lithium carbonate to lithium hydroxide at the site by the liming method takes advantage of the following:      Ideally suited technical-grade lithium carbonate produced in the plant  Excess steam and power generated in the sulphuric acid plant  14-6 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS    14-7  Recycling of calcium carbonate formed during production of lithium hydroxide for use in the impurity removal process within the main plant, reducing reagent cost and lithium losses    Existing ancillary systems such as dryers and bagging equipment  Lithium hydroxide is the second largest chemical produced by the lithium industry and shows the highest recent growth rate of all lithium products. This trend is expected to continue due to the growth in high-nickel battery cathode materials for the automotive and energy storage markets. The key advantages of lithium hydroxide battery cathodes include better power density (more battery capacity and more range) and longer life cycle.  Veolia, a world-leading lithium processing technology group, conducted FS test work on this future circuit and successfully produced battery-grade lithium hydroxide from Rhyolite Ridge technical-grade lithium carbonate. This activity confirmed that refining of the Rhyolite Ridge lithium carbonate to battery-grade lithium hydroxide is technically and commercially feasible through a liming route, using standard commercial processes.  Using HPD® evaporation and crystallization technology, Veolia simulated at bench scale the following steps to produce battery-grade lithium hydroxide from technical-grade lithium carbonate (as illustrated in Figure 14.6):    The initial step in conversion to lithium hydroxide is to react the lithium carbonate with slaked lime to produce a solution of lithium hydroxide.    Removal of impurities using ion exchange from the raw lithium hydroxide solution purifies the solution, so it is suitable to produce primary lithium hydroxide monohydrate crystals by evaporation and crystallization.    The final product of lithium hydroxide monohydrate is produced by redissolving the primary product and recrystallization, followed by vacuum drying to produce a high-purity lithium hydroxide monohydrate powder for sale.  Elemental analysis showed that the lithium hydroxide produced met or exceeded the common specifications for battery-grade lithium hydroxide (>56.5% lithium hydroxide) and had low levels of impurities. The lithium hydroxide monohydrate crystals produced were large crystals that exhibited excellent dewatering ability. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Figure 14.6: Process Flowsheet for Producing Lithium Hydroxide Monohydrate  Source: Section 1 (Executive Summary) of the April 2020 FS (Fluor Enterprises Inc., 2020a).  14.3 Process Development  While the Rhyolite Ridge individual process operations are commercially available with respect to equipment types and equipment sizes, the process flowsheet has been sequenced to exploit the unique mineralogy and chemistry of the Rhyolite Ridge ore that is different from traditional brine- or spodumene-based lithium production.  Due to the unique characteristics of the Rhyolite Ridge ore, challenges occurred during the testing program. These challenges were overcome through detailed analysis of results, root cause analysis, and intensive test work.  Continuously process simulation were executed and modelled in MetSim in order to estimate every impact on the overall process. Results from modeling were subsequently testes. Additionally dynamic simulation were executed to for vat leaching. Ultimately, the underlying chemistry for each challenge was sufficiently understood and all major issues were resolved.  The metallurgical testing programs were fit for purpose and no standardized test methods were used to govern testing programs. Test work was structured and guided using the general principles and definition of the CIM Best Practice Guidelines for mineral processing. At a finer level each metallurgical laboratory has their own SOPs and use a wide range of standards for individual test procedures and assaying. A list of these procedures has not been compiled.  14-8 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  To document the evolution of the process development, Rhyolite Ridge faced and resolved the following challenges coming out of the initial pilot plant run:  14-9    Difficult crystal/liquor separation characteristics of crystal salts and poor wash efficiencies related to solid/liquor separations    Unacceptable losses of lithium and boron due to physical crystal salt solid/liquor separation (high-value liquor) characteristics    Formation of undesirable lithium double salts  The main areas of metallurgical testing completed during the FS and the outcomes of the test program are summarized in Section 10.0.  The sequence of the process flowsheet resulting from the FS test work and pilot plant programs is detailed in Figure 14.5.  From a technical perspective, the key modifications to the FS flowsheet relative to previous work (PFS) are as follows:    Optimization of PLS impurity removal (IR1) to improve performance of the downstream PLS evaporation (EVP1) and sulphate salt crystallization (CRZ2) unit operations. This option allowed the lithium brine impurity removal (IR2) precipitation cake to be recycled to PLS impurity removal (IR1), reducing lime consumption and lithium losses.    Separation of the EVP1 and CRZ2 boric acid flotation circuits, and recycling of the boric acid flotation concentrate to boric acid crystallization (CRZ1). This is equivalent to upgrading the boric acid concentrate feed to the boric acid crystallizer (CRZ3) while dissolving the gangue sulphate salt.    Optimizing the CRZ2 operation to a low temperature of -5°C to reduce the magnesium transferred to the lithium circuit.    Optimizing the order of the lithium brine evaporation (EVP2) and lithium carbonate precipitation unit operations, reducing the risk of lithium saturation in lithium brine evaporation.  The metallurgical model developed to simulate the material and solution flow rates also addresses the chemistry occurring in the unit operations and where recycling of material or solution occurs. The sequencing of the unit operations now reflects a high level of confidence to achieve the complex Rhyolite Ridge overall recovery calculations and deliver a functional process plant to produce lithium carbonate and boric acid. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Figure 14.7: Rhyolite Ridge Process Block Flow Diagram  14-10 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  14.4 Additional Required Plant Infrastructure  A 3,860 ton per day (tpd) sulphuric acid plant (SAP) to produce commercial-grade (98.5%) sulphuric acid, a  35.3 MW steam turbine generator (STG) and a spent ore storage facility (SOSF) are planned to support the project process and other site requirements. Descriptions of these facilities are included in Section 15.  14.5 Processing Plant Throughput and Design, Equipment Characteristics, and Specifications  The Project design criteria describes the agreed basis for engineering and design of the Rhyolite Ridge Project as follows:  14-11    Process Summary – Reflects the overall process facilities capacities, throughputs, and product recoveries (provided in Table 14.1).    Operating schedule – Provides the results of the reliability, availability, and maintenance (RAM) study, which determines the likely availability and utilization of the process units (shown in Table 14.2). The results of the RAM study were used to determine equipment sizing and throughput requirements that align with the capacity of the sulphuric acid plant.    Unit process design criteria – Reflects the unit process design parameters utilized as the basis for the process design.  Table 14.1: Design Criteria - Process Summary  Parameter  Unit  Value  Comments  Design Philosophy  --  --  Constant acid production, variable ore throughput  Sulphuric Acid Plant Capacity  stpd  3860  At 100% H2SO4  Process Plant Capacity  stpy  2,840,000  Quantity of ore processed, dry basis  Operating Days per Year  days/yr  345 (based on  average utilization)  Excludes acid plant catalyst change out events. Plant capacity  reduced during these events; boiler inspections will result in plant downtime.  Overall Utilized Capacity  %  94.60%  Based on reliability, availability, and maintenance (RAM) analysis  Plant Operating Hours  hr/yr  8,287  Based on RAM analysis  Process Plant Capacity  stpd  8,225  Dry Basis  Lithium Recovery  %  84.60%  Boron Recovery  %  78.70%  Technical-Grade Lithium Carbonate Design Production  stpy  26,950  > 98.2% purity; average annual production is 22,695 stpy over life  of quarry  Boric Acid Design Production  stpy  236,500  99.9% purity; average annual production is 192,219 stpy over life  of quarry  Design Boron Grade  %  1.84%  Concentration in ore 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 14.2: Operating Schedule and Availability  14-12  The first section of the process flow is ore sizing, ore handling, and leaching where ROM ore is crushed and leached to produce a PLS with boric acid grades approaching saturation. The ore handling, sizing, and storage summary is shown in Table 14.3 with the vat leaching plant summary shown in Table 14.4.  Parameter  Units  Value  Crushing and Vat Loading Circuit  Operating Hours  hr/d  12  Design Availability  %  100  Available Hours  hr/yr  4,380  Vat Unloading Circuit  Operating Hours  hr/d  12  Design Availability  %  99.2  Available Hours  hr/yr  4,345  Vat Leaching Circuit  Operating Hours  hr/d  24  Design Availability  %  99.2  Available Hours  hr/yr  8,690  Crystallization Circuit  Operating Hours  hr/d  24  Design Availability  %  99.5  Available Hours  hr/yr  8,715  Evaporation EVP1  Operating Hours  hr/d  24  Design Availability  %  97.3  Available Hours  hr/yr  8,527  Lithium Circuit  Operating Hours  hr/d  24  Design Availability  %  99.5  Available Hours  hr/yr  8,718  Boric Acid Drying  Operating Hours  hr/d  24  Design Availability  %  99.7  Available Hours  hr/yr  8,734  Lithium Carbonate Drying  Operating Hours  hr/d  24  Design Availability  %  99.6  Available Hours  hr/yr  8,721  Sulphuric Acid Plant  Operating Hours  hr/d  24  Design Availability  %  98.1  Available Hours  hr/yr  8,594 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 14.3: Summary - Ore Handling, Sizing, and Storage  Table 14.4: Summary - Vat Leach Plant  The second section of the process flow involves pumping the PLS from the vats to the boric acid circuit. This circuit involves several discrete unit operations summarized in Table 14.5 and Table 14.6: crystallization, impurity removal (IR1), and evaporation plus boric acid crystallization and production. The circuit is designed to produce high-purity boric acid while also producing a concentrated lithium brine for the lithium carbonate circuit.  Table 14.5: Summary - Evaporation and Crystallization  Table 14.6: Summary - Boric Acid Circuit  The third section of the process flow, summarized in Table 14.7 receives the concentrated lithium brine from the crystallizers (CRZ-2) and it is processed to remove impurity elements from the brine (IR2). The brine then precipitates lithium as a technical-grade lithium carbonate and the remaining brine is then concentrate by evaporation (EVP-2).  Item  Measurement Type  Description  ROM ore feeder  capacity (input size)  740 st/hr (ROM ore < 10")  Primary sizer  capacity (input size)  740 st/hr  Secondary sizer  capacity (discharge size)  740 st/hr (P80 of 3/4 inches)  Tertiary sizer (late addition)  capacity (discharge size)  150 st/hr (P100 of 18 mm)  Primary sizer discharge conveyor  size (capacity)  1 segment totaling 0.05 miles (805  st/hr capacity)  Item  Measurement Type  Description  Vat  units  7 (125'D x 25'H)  Vat unloading bridge crane  capacity (size)  40 tons (160 L x 20 W x 70 H)  Vat loading and unloading  conveyors  size (capacity)  5 segments totalling 0.39 miles (805  to 880 st/hr capacity)  Item  Measurement Type  Description  Crystallizers (CRZ 1)  type (stages)  Draft tube flash cooled (2 stages)  Centrifuge  type (quantity)  Conthick (1)  Impurity removal (IR) reactor tanks  quantity  6  IR filter press  quantity  2  Evaporators (EVP 1)  type (effects)  Force circulated (4 effects)  Centrifuge  type (quantity)  Pusher (2)  Crystallizers (CRZ 2)  type (stages)  Draft tube flash cooled (2 stages)  and surface cooled (2 stages)  Centrifuge  type (quantity)  Pusher (2)  Item  Measurement Type  Description  Crystallizers (CRZ 3)  type (stages)  Draft tube flash cooled (2 stages)  Flotation tanks (EVP 1)  type (units)  Rougher flotation cell (4)  Flotation tanks (CRZ 2)  type (units)  Rougher flotation cell (4)  Centrifuges  type (quantity)  Pusher (9)  Dryer  type (capacity)  Steam (30 st/hr)  14-13 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 14.7: Summary - Lithium Carbonate Circuit  14-14  A list of major processing plant equipment is provided in Table 14.8.  Item  Measurement Type  Description  IR reactor tanks  quantity  3  Filter press  quantity  3  Evaporators (EVP 3)  type (effects)  Force circulated (2 effects) and  failing film (1 effect)  Lithium reactor tanks  quantity  3  Carbonate removal tanks  quantity  2  Filter press  type  Lithium belt filter  Dryer  type (capacity)  Electric (3.3 st/hr) 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 14.8: Major Plant Equipment Summary - Processing Facilities  14-15  Equipment Tag  Equipment Type  Equipment Description  31-SCB-001  Conveyor belt scale  Primary Sizer Discharge Conveyor Belt Scale  31-SZR-001  Crusher  Primary Sizer  31-SZR-002  Crusher  Secondary Sizer  31-VPK-001  Package  Material Handling Package  32-CRN-001  Clamshell Bucket  Vat Leach Unloading Crane  32-ONA-001  Package  Vat Feed Boron Online Analyzer  32-TNK-001-007  Tank  Vat 1 Through Vat 7  32-TNK-008  Tank  PLS Surge Tank  32-TNK-010  Tank  Unloading Surge Tank  33-CRZ-001  Vessel  Crystallizer - 1st Step - Stage #1  33-CRZ-002  Vessel  Crystallizer - 1st Step - Stage #2  33-CRZ-003  Vessel  Crystallizer - 2nd Step - Stage #1  33-CRZ-004  Vessel  Crystallizer - 2nd Step - Stage #2  33-CRZ-005  Vessel  Crystallizer - Surface Cooled #1  33-CRZ-006  Vessel  Crystallizer - Surface Cooled #2  33-CTF-001  Centrifuge  Centrifuge - Evaporator - 4th Effect  33-CTF-002  Centrifuge  Centrifuge - Crystallizer - 1st Step  33-CTF-004  Centrifuge  Centrifuge - Crystallizer - Surface Cooled #2  33-CTF-006  Centrifuge  Centrifuge - Evaporator - 3rd Effect  33-CTF-007  Centrifuge  Centrifuge - Crystallizer - 2nd Step Stage #2  33-CTF-008  Centrifuge  EVP 1 - 3rd Effect Secondary Centrifuge  33-CTF-009  Centrifuge  CRZ 2 & Evp 1 Common Spare Centrifuge  33-CTF-010  Centrifuge  EVP 1 - Flotation Concentrate Centrifuge  33-CTF-011  Centrifuge  CRZ 2 - Flotation Concentrate Centrifuge  33-CYC-001-002  Cyclone  Hydrocyclone - Evaporator - 1st Effect and 2nd Effect  33-EVP-001-004  Vessel  Evaporator - 1st Effect to 4th Effect  33-FIP-001-002  Filter Press  Impurity Precipitate Filter Press No. 1 to No. 2  33-FTC-001-004  Flotation Cell  EVP 1 Rougher Flotation Cell No. 1 to No. 4  33-VPK-001  Package  Lithium/Boron Evaporators & Crystallizers Package  33-VPK-002  Package  Chiller System - Barometric Condensers  33-VPK-003  Package  Chiller System - Crystallizer - CRZ-03  33-VPK-004  Package  Impurity Precipitate Filter Press Package  34-CRZ-001  Vessel  Re-Crystallizer - 1st Stage  34-CRZ-002  Vessel  Re-Crystallizer - 2nd Stage  34-CTF-002-004  Centrifuge  Tailings Centrifuge No. 1 to No. 3  34-CTF-006  Centrifuge  Product Centrifuge Re-crystallizer - 2nd Stage  34-CTF-007-009  Centrifuge  EVP 1 Tailings Centrifuge No. 1. to No. 3  34-CYC-002  Cyclone  Tailings Centrifuge Feed Cyclone Cluster  34-CYC-004  Cyclone  Boric Acid Cyclone Re-Crystallizer - 1st Stage  34-CYC-007  Cyclone  EVP 1 Tailings Centrifuge Feed Cyclone Cluster  34-DCO-001  Filter  Boric Acid Product Work Bin Vent Filter  34-DCO-002  Filter  Boric Acid Product Silo Vent Filter  34-DRY-001  Dryer  Boric Acid Product Dryer  34-FIL-001  Filter  Re-Crystallizer Feed Filter Press  34-SBR-001  Wet Scrubber  Boric Acid Dryer Wet Scrubber  34-SLO-001  Silo  Boric Acid Product Silo  34-STK-001  Stack  Boric Acid Dryer Stack  34-TNK-004  Tank  Boric Acid Dissolution Tank  34-TNK-012  Tank  Boric Acid Solution Tank  34-VPK-001  Package  Boric Acid Product Dryer Package 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Equipment Tag  Equipment Type  Equipment Description  34-VPK-002  Bagging System  Boric Acid Product Bagging System No. 1  34-VPK-003  Bagging System  Boric Acid Product Bagging System No. 2  34-VPK-006  Package  Boric Acid Pneumatic Conveying Package  35-CRN-001  Crane  Bridge Crane  35-CRN-002  Crane  Bridge Crane  35-CRN-003  Crane  Filter Press Overhead Crane  35-CTF-001  Centrifuge  Centrifuge - Evaporator Lithium 0 1st Effect  35-CYC-001  Cyclone  Lithium Carbonate Dryer Dust Cyclone  35-DCO-003  Bag House  Lithium Carbonate Dryer Dust Collector Bag House  35-DRY-001  Dryer  Lithium Carbonate Dryer  35-EVP-001-003  Vessel  Evaporator Lithium - 1st Effect to 3rd Effect  35-FIB-005  Filter  Lithium Product Belt Filter  35-FIP--01  Filter Press  Bulk Impurity Filter Press No. 1  35-FIP-004  Filter Press  Bleed Treatment Filter Press  35-FIP-005  Filter Press  Clean Brine Filter Press No. 1  35-FIP-009  Filter Press  Impurity Precipitate Filter Press No. 6  35-MAS-001  Magnetic Sieve  Dry Lithium Carbonate Magnetic Bars  35-SLO-001  Silo  Dry Lithium Carbonate Silo  35-STK-001  Stack  Lithium Carbonate Dryer Exhaust Stack  35-TNK-001  Tank  Bulk Impurity Removal Tank  35-TNK-002  Tank  Bulk Impurity Removal Tank  35-TNK-003  Tank  Bulk Impurity Removal Tank  35-TNK-004  Tank  Calcium Removal Tank  35-TNK-005  Tank  Calcium Removal Tank  35-TNK-009  Tank  Lithium Reactor Feed Tank  35-TNK-011  Tank  Lithium Brine Surge Tank  35-VPK-001  Package  Bulk Impurity Filter Press System  35-VPK-002  Package  Lithium Evaporator Package  35-VPK-004  Bagging System  Lithium Carbonate Product Bagging System  35-VPK-005  Package  Lithium Carbonate Pneumatic Conveying Package  35-VPK-006  System  Lithium Carbonate Product Dryer System Package  35-VPK-007  Package  Lithium Carbonate Pneumatic Conveying Package  36-DCO-001  Filter  Lime Silo Vent Filter - Bulk Impurity Removal  36-DCO-002  Filter  Soda Ash Silo Vent Filter  36-DCO-003  Filter  Lime Silo Vent Filter - Bulk Impurity Removal  36-DCO-004  Filter  Lime Silo Vent Filter - IR1  36-DCO-005  Filter  Lime Silo Vent Filter - IR1  36-SLO-001  Silo  Lime Silo - Bulk Impurity Removal  36-SLO-002  Silo  Soda Ash Silo Vent Filter  36-SLO-003  Silo  Lime Silo - Bulk Impurity Removal  36-SLO-004  Silo  Limo Silo - IR1  36-SLO-005  Silo  Limo Silo - IR1  14-16  Note that modifications to the processing and specified processing equipment may undergo slight modifications in the interim period between publication of the FS and initial construction. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Projected Requirements for Energy, Water, Process Materials, and Personnel  Water  Fresh water will be supplied by wells that are approximately 1.5-miles from site near the quarry perimeter. Estimated water requirements indicate that approximately 2,543 gpm will be required.  Water derived from sources of groundwater will be integrated into the water supply and distribution system using pipelines and water trucks to provide water to meet site needs (i.e., make-up process water, dust control, fire suppression, potable needs). A site-wide, operational water balance model (SWBM) has been developed to evaluate project water demand and availability for the Rhyolite Ridge Project. It is anticipated that this water balance model will serve as a long-term and operations tool that will be updated as additional information becomes available.  Process Water and Firewater  Currently, it is assumed that the onsite well water is adequate as is for the process system and will be pumped from wells onsite to a storage tank in the processing area. The process water storage facility will consist of one storage tank which will be located on the southern end of the processing facilities. This tank will serve as storage for both process water and firewater, with the supply of the firewater being lower in elevation and the priority if used.  Firewater is piped to a fire pump skid (including firewater main pump, firewater diesel pump, and firewater jockey pump) to provide firewater using buried distribution piping to surface fire hydrants and pressure indication valves. Process water will be pumped from the storage tank and distributed throughout the facilities via the pipe rack. The upper section of the process water and firewater tank is available for the plant’s process water supply. This process water will be piped to various areas of the plant to provide process water to users.  Demineralized Water  Demineralized water will serve as make-up to the sulphuric acid plant boiler systems. The demineralized water system will consist of filtration and an ion exchange unit which will treat the incoming water stream. Water will be treated to ASME-recommended standards for boiler feedwater service based on 900 pound per square in gauge (psig) steam drum pressure. Regeneration of the ion exchange system will be via sulphuric acid and caustic soda. Waste discharge from the demineralized water system will be routed to the leaching vats.  Potable Water  Potable water will be derived from the process water supply system. Process water will be treated to potable water standards and distributed to restrooms, break rooms, and eye wash and safety shower units. Chlorinated bottled water will be brought in from off site.  Process Cooling Water  The process cooling water system will consist of 2 stick-built cooling towers that will provide a continuous flow of cooling water at supply temperatures as specified in the design. Cooling water will be distributed by two supply pumps via piping routed both underground and aboveground to cooling water users throughout the process area. Cooling water will be returned to the cooling tower cells via piping on the pipe rack.  14-17 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Process Chilled Water  The process chilled water system will consist of 3 packaged water-cooled chilling units as part of the Veolia package to provide chilled water for the crystallizers and evaporators as specified in the design. Cooling water will be distributed by two supply pumps via piping routed along pipe racks to users throughout the process area.  Chilled water will be returned to the chilling units via piping on the pipe rack.  Steam Condensate  Steam condensate will originate from steam generated by the sulphuric acid plant’s high-pressure boilers and be of sufficiently high quality to be returned to the sulphuric acid plant’s boiler feedwater tank. Condensate quality is guaranteed by the use of a conductivity sensor on the return lines, so that off-specification condensate can be diverted away from the boiler feedwater tank. Steam condensate will report to the process condensate tank and be distributed by a supply pump via piping routed along pipe racks to steam condensate users.  The sources of steam condensate will be PLS evaporation (first effect); boric acid dissolution and recrystallization; lithium carbonate brine cleaning; lithium brine evaporation; and steam turbine exhaust condenser.  Process Condensate  Process condensate will originate from vapor flashed from process solution in the evaporators (i.e., PLS evaporation and lithium brine evaporation). A very small amount of entrained solution in the flash vapor will report to the condensate even after passing mist eliminators. Dissolved boron will be removed through a selective boron ion exchange before the process condensate blends with demineralized water and supply to the users.  The steam condensate from sulphur melting also will report to the process condensate tank, because it has a relatively small flowrate and a higher risk of being contaminated. Process condensate will be used for various washing and reagent make-up duties throughout the facilities and to feed the demineralization circuit. Process condensate will be distributed by a supply pump via piping routed along pipe racks to the users. The process condensate from lithium evaporation will be around 175°F and be too hot to use in ion exchange, either for the resin (notably the demineralization anionic exchange resin) or for dilution of the chemicals used in ion exchange.  Process condensate bound for these uses will be cooled in the process condensate cooler with process condensate bound for vat leach washing. This heat recovery arrangement reduces cooling water requirements and vat heating requirements.  Electricity  A significant amount of heat will be evolved by the exothermic reactions of sulphur oxidation and conversion to acid. As part of energy conservation measure, the heat available will be used to preheat boiler feedwater and produce high-pressure superheated stem to generate electrical power through a steam turbine generator capable of generating approximately 35 MW of electricity, sufficient to run the entire facility based on the current design. Start-up and emergency diesel generators will be part of the overall power generation system.  Reagents  A reagent system will provide limestone, hydrated lime, soda ash, and caustic soda to the applicable process facilities. This equipment will consist of storage bins, conveyor systems (screw or belt), mixing tanks, pumps, and piping for distribution.  Ancillaries include water supply and distribution; compressed air; steam system; sewage treatment plant; water management; fuel station and services; and ancillary buildings.  14-18 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Typical reagent consumption data are provided in Table 14.9.  Table 14.9: Reagent Consumption  14-19  Reagent  Volume (t)  Sulphur  425,000  Lime  62,000  Soda Ash  37,000  Hydrated Lime System  Hydrated lime (Ca(OH)2) will arrive in bulk by truck and is pneumatically conveyed to the lime silos. From the silos, the lime will be metered into lime mixing tanks using rotary valves and screw conveyors. The lime will be mixed with mother liquor from the evaporation and crystallization line 2 (EVP-2) and pumped to the lime storage tank. The lime will be diluted to 25% for distribution. This lime slurry will be pumped to the bulk impurity removal reactor in the lithium carbonate plant.  Soda Ash System  Soda ash (Na2CO3) will arrive by bulk transport truck and will be pneumatically conveyed to the soda ash silo. From the silo, two process streams of soda ash solutions will be prepared: one for the sulphuric acid plant soda ash and the other for the lithium section. Two separate make-up systems will be required to permit the use of different make-up solutions and concentrations.  For the sulphuric acid plant soda ash stream, the soda ash will be metered from the soda ash silo using a rotary valve and screw conveyor. The dry soda ash will be batch mixed with hot process condensate in the sulphuric acid plant soda ash solution preparation tank. From this tank, the mixed solution will be pumped to the sulphuric acid plant soda ash solution storage tank and then pumped to the sulphuric acid plant for tail gas scrubbing.  For the lithium section soda ash stream, the soda ash will be metered from the soda ash silo using a rotary valve and screw conveyor. The dry soda ash will be batch mixed with hot process condensate and weak filtrate water in the agitated lithium section soda ash solution preparation tank.  From this tank, the mixed solution will be pumped to the lithium section soda ash solution storage tank. The soda ash solution will be is pumped to the first calcium removal tank and two lithium carbonate reactors in the lithium carbonate plant.  Caustic Soda System  The caustic soda (NaOH) will arrive in totes via truck and be diluted with water to 20% solution for use in the demineralized water plant. A separate tote will be used as dilution make-up system and supplied through metering pumps to the user.  Sulphuric Acid  Sulphuric acid (98.4%) will be supplied to the demineralized plant sulphuric acid tote through pipeline from the sulphuric storage tank onsite. The concentrated sulphuric acid will be diluted with potable water to 20% solution 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  for use in the demineralized water plant. A separate tote will be used as dilution make-up system and supplied through metering pumps to the user.  Concentrated sulphuric acid (98.4%) for the hot commissioning and start-up of the sulphuric acid plant will arrive via tanker trucks and will be pumped to the sulphuric acid storage tanks. The acid will be pumped from storage tanks to the sulphuric acid plant pump tanks and circulated in the plant’s absorption towers.  14.6.3.5 Cooling Tower Chemical System  Cooling tower chemicals will arrive onsite in totes and be stored in the cooling tower area or warehouse. The chemicals will be used as is or diluted with potable water to required concentration as advised by the cooling tower water treatment vendor for use in the cooling tower. A separate tote will be used as dilution make-up system and supplied via metering pumps to the cooling tower. Cooling tower chemicals include:  14-20        Corrosion inhibitor – 3DT129 phosphoric acid zinc chloride  Biocide – nonoxidizing 7330 magnesium nitrate, 5-chloro-2-methyl-4-isothiazolin-3-one  Anti-scalant  14.6.3.6 Boiler Chemical System  Boiler and boiler feed treatment chemicals will arrive onsite in totes and stored in the warehouse. The chemicals will be used as such or diluted with potable water to required concentration as advised by the boiler vendor for use in the boiler system. A separate tote will be used as dilution make-up system and supplied via metering pumps to the boilers. Boiler chemicals include:      Liquid phosphate  Oxygen scavenger  Liquid Sulphur System  Liquid sulphur will arrive in specialty liquid sulphur tanker trucks and be unloaded via pumps to the liquid sulphur pit. From the liquid sulphur pit, the liquid sulphur will be pumped to the sulphuric acid plant for use.  Laboratory Chemicals  Metallurgical laboratory chemicals will be supplied in bottles and small bags, based on supplier packaging and requirements, to the site. They will be stored in the metallurgical laboratory chemicals storage area. These chemicals will be used as is or diluted with deionized water to required concentration, as required for the lab analysis. The laboratory chemicals include:              Hydrochloric acid  Hydrofluoric acid  Hydrogen peroxide  Nitric acid  Sodium peroxide  Soda ash 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  14.6.4 Personnel  In terms of employment opportunities, ioneer estimates a total of 400 to 500 persons will be employed either directly through ioneer or through contractors constructing the project. This will include a mix of skilled workers, as well as management personnel. While the mine is operating, ioneer estimates an initial staff of over 200 workers evolving to a peak of approximately 290 will be employed, including a similar mix of skilled workers plus several management personnel. Numerous other jobs are expected indirectly as a result of the project, providing goods and services beyond those created through direct employment with ioneer and its contractors.  A highly trained and specialized team of personnel are required to remotely monitor AHTs and assure that the AHTs are performing to specifications. Cashman indicated that 5 to 6 of these personnel, which are nominally referred to as the license team, are required for each shift. These personnel will likely be contracted. For the purposes of this estimate, 5 of these personnel were assigned to each crew for a total of 20 license team personnel from preproduction through year 19 and 10 personnel from year 20 and onward.  Based on information provided by Fluor, the total number of mechanics for autonomous haulage can be reduced by approximately 20% in comparison with conventional haulage. WSP cannot verify the validity of this claim, but it is presumed that this reduction in mechanics is justifiable due to the reduction of potential for human error in AHTs, where haul trucks are more consistently operated and less prone, though not fully immune, to incidental damage.  To estimate maintenance personnel, WSP estimated the number of mechanics using the same procedure that was applied for conventional haulage as though the AHTs were manned. The calculated number of mechanics was then reduced by 20% to estimate the required number of mechanics for autonomous haulage, though a minimum of 2 mechanics per shift was applied. A summary of quarry personnel requirements for autonomous haulage is provided below in Table 14.10.  14-21 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 14.10: Personnel by Class  14-22  LABORER  Production Year  -1  1  2  3  4  5  6  7  8  9  10  11  12  13  14  15  16  17  18  19  20  21  22  23  24  25  26  Shifts per Day  2  2  2  2  2  2  2  2  2  2  2  2  2  2  2  2  2  2  2  2  1  1  1  1  1  1  1  Crews  4  4  4  4  4  4  4  4  4  4  4  4  4  4  4  4  4  4  4  4  2  2  2  2  2  2  2  OPERATIONS  Excavator Operator1  4  8  8  8  12  12  12  12  8  8  8  8  8  8  4  4  4  4  4  4  2  2  2  2  2  2  2  Haul Truck Driver2  -  -  -  -  6  17  31  23  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  Dozer Operator  8  10  10  10  17  16  17  17  14  14  14  14  14  14  7  7  7  7  7  7  3  3  2  2  2  3  2  Grader Operator  2  4  5  5  9  9  9  9  8  7  6  6  6  6  5  4  5  5  5  5  1  1  1  1  1  1  1  Water Truck Operator  2  2  3  3  4  4  4  4  4  4  4  4  4  4  4  4  4  4  4  4  2  2  2  2  2  2  2  Driller  1  2  3  3  4  4  4  4  4  4  4  3  4  4  2  2  2  2  2  2  1  1  1  1  1  1  1  Subtotal - Operations  17  26  29  29  52  62  77  69  38  37  36  35  36  36  22  21  22  22  22  22  9  9  8  8  8  9  8  MAINTENANCE  Fuel Lube Truck Operator  4  4  4  4  4  4  4  4  4  4  4  4  4  4  4  4  4  4  4  4  2  2  2  2  2  2  2  Mechanic  6  15  15  16  28  32  36  34  26  22  21  20  20  20  14  14  14  14  14  14  4  4  4  4  4  4  4  Subtotal - Maintenance  10  19  19  20  32  36  40  38  30  26  25  24  24  24  18  18  18  18  18  18  6  6  6  6  6  6  6  Ratio of Maint. To Ops.  59%  73%  66%  69%  62%  58%  52%  55%  79%  70%  69%  69%  67%  67%  82%  86%  82%  82%  82%  82%  67%  67%  75%  75%  75%  67%  75%  Ratio of Mech. To Ops.  35%  58%  52%  55%  54%  52%  47%  49%  68%  59%  58%  57%  56%  56%  64%  67%  64%  64%  64%  64%  44%  44%  50%  50%  50%  44%  50%  Total Hourly Operators  27  45  48  49  84  98  117  107  68  63  61  59  60  60  40  39  40  40  40  40  15  15  14  14  14  15  14  SALARIED PERSONNEL  Mine Operations Manager  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  Mine Maintenance Superintendent  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  Shift Maintenance Foreman  4  4  4  4  4  4  4  4  4  4  4  4  4  4  4  4  4  4  4  4  2  2  2  2  2  2  2  Maintenance Planner  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  Mine Production Superintendent  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  Production Supervisor  4  4  4  4  4  4  4  4  4  4  4  4  4  4  4  4  4  4  4  4  2  2  2  2  2  2  2  Dispatcher  4  4  4  4  4  4  4  4  4  4  4  4  4  4  4  4  4  4  4  4  2  2  2  2  2  2  2  Mine Technical Services Supervisor  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  Mine Engineer  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  1  Geologist  2  2  2  2  2  2  2  2  2  2  2  2  2  2  2  2  2  2  2  2  2  2  2  2  2  2  2  Licensing ("RUN") Team Personnel  20  20  20  20  20  20  20  20  20  20  20  20  20  20  20  20  20  20  20  20  10  10  10  10  10  10  10  Subtotal - Salaried Personnel  40  40  40  40  40  40  40  40  40  40  40  40  40  40  40  40  40  40  40  40  24  24  24  24  24  24  24  TOTAL PERSONNEL - QUARRY  67  85  88  89  124  138  157  147  108  103  101  99  100  100  80  79  80  80  80  80  39  39  38  38  38  39  38 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  14.7 Updated Process Work for Low-Boron Content Resource Units  Three distinct styles of lithium mineralization that were recognized in the April 2023 Mineral Resource Estimate, comprise:  14-23        Type 1 Mineralization: Lithium with high boron and low clay content (searlesite dominant, mainly illite clay)  Type 2 Mineralization: Lithium with high clay content (dominantly smectite clay)  Type 3 Mineralization: Lithium with low boron and low clay content (feldspar dominant, mainly illite clay)  With a total of more than 400 individual leach tests across the entire 360Mt Mineral Resource, results show the low- boron, low-clay mineralization (Type 3) shares similar characteristics to the high-boron Type 1 mineralization, with leach recoveries between 89%-94%. The findings build upon the April 2023 Mineral Resource Estimate (MRE) and together, provide an update to ioneer’s 2020 FS, which focused exclusively on the high-boron, low-clay mineralization (Type 1).  The metallurgical testing on the low-boron, low-clay material (Type 3) was undertaken to determine the most efficient and economic processing pathway for this material. Lithium extraction measured between 89-94% using sulfuric acid under heap and vat leaching conditions applied to coarsely crushed material (P80, <19mm). These extractions, coupled with the free draining nature of the material suggest that Type 3 mineralization is a candidate for heap or vat leaching methods industrially, like those employed for the high-boron Type 1 mineralization.  Subsequent to the 2020 FS metallurgical study and process design described in the previous sections, ioneer performed additional metallurgical investigations for processing low boron content ore feed with a second process stream.  The ore zones that overlay and underlay the B5 ore zone, specifically the M5, S5, and L6 zones are also lithium and to a lesser extent boron bearing and have potential for processing as either feed material to the current design process stream or as a standalone process stream via a secondary processing facility. The following text summarizes the available geochemical and metallurgical test work to characterize each potential low boron ore zone and provide a preliminary processing flowsheet. Table 14.11 summarizes key characteristics of each ore zone based on three separate test work campaigns completed in 2011/12 by American Lithium, 2017/18 by Global Geoscience (now ioneer) and 2019-2022 by ioneer.  B5 test work is by far the most extensive as the foundation resource of the project and exceeds the level of definition required for a DFS. M5 testing is the next most complete due to proximity and overlying the B5 and was assessed for inclusion in the initial development. The scope and level of understanding exceeds that typical of a PFS study. The S5 and L6 have not been the focus owing to the location underlying the B5 ore body and lower lithium grades. The level of definition for the S5 and L6 is consistent with that required for a PFS study. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 14.11: Characterization of Mineralization in South Basin  14-24  Ore Zone  Design  B5  M5  S5  L6  Mineralization Type  1  2  3  3  Description  Marl, high-grade boron, moderate- grade lithium  Carbonate-clay rich marl, high-grade lithium, low-to moderate-grade boron  Siltstone-claystone, laterally variable low-to high-grade lithium and boron mineralized horizons within a larger low-grade to barren sequence  Marl, siltstone-claystone, laterally discontinuous low- to high-grade lithium and boron mineralized horizons within a larger low-grade to barren sequence  # Geochemical Assays  1422  952  977  15431  GRV (Million st)1 [2]  146.5*  49.6  40.7  10.5  107.6  Interval thickness (ft)  -  62 (20-130)  42 (10-310)  70 (10-140)  130 (101-350)  Li2CO3 Equivalent2 [2] kst  1,250*  460  520  90  825  H3BO3 Equivalent4 [2] kst  11,890*  4,815  355  85  3,165  P50 Lithium  -  2,100 (Design)  2,450  530  1,16  P50 Boro  ˃5000*  14,600 (Design)  370  170  72  P50 Calc. Acid consumption  497  696  311  556  Notes:  More geochemical assays available owing to greater interval thickness, but not complete for all holes. Metallurgical testing is more extensive in other zones.  Mineral inventory as defined by reference [2] at Lithium cut-off grade of 1000 ppm, and no boron cut-off grade and medium confidence interval. Refer to reference [1] for resource estimate based on boron cut-off grade of 5000 ppm.  Incomplete penetration. L6 is usually thick. Some thin sections may be where hole did not penetrate far enough to completely test.  Equivalent net recovery of revenue products from zone. Assumed Li and B recoveries are 81.8 and 83.5% respectively [2]. Medium confidence interval provided.  Metallurgical test work conducted by Kappes, Cassiday & Associates (Reno, NV) and Kemetco Research Inc (Richmond, BC) has demonstrated that simple acid leach processes (vat and heap) can be used to extract lithium at high recovery from low-boron, low-clay mineralization (Type 3) found in both the South Basin (S5 and L6 units) and the North Basin at Rhyolite Ridge. Test work was conducted on drill core samples collected from six drill holes within the South Basin Mineral Resource area and two drill holes from the North Basin. Individual stratigraphic units were sampled across their entire thickness and samples were kept separate for each drill hole. The samples are considered to be representative of the low-boron, low-clay (Type 3) mineralization found in the S5 and L6 stratigraphic units across the Mineral Resource.  The samples were leached using leach parameters developed by ioneer from the >300 tests previously performed on the Type-1 mineralization. Prior to leaching, the samples were crushed (P80 <19mm), homogenized and split into 4 equal parts. Samples of 2-3kg were used for each leach test.  In additional to recording high leach recoveries, the samples remained free draining throughout the duration of the tests. These leach characteristics are only possible due to the low clay content of the mineralization. In contrast, samples with high clay content from the M5 unit (Type 2) were deemed unsuitable for vat and heap leach test work and instead were subject to agitation tank leach (see Figure 14.8 Type 2 M5).  The attraction of vat and heap leach methods over agitation tank leach is both a reduction in processing cost, water requirements and energy consumption together with dewatering and storage advantages for the leached ore. Vat and heap leach require only coarse crushing (P80 <19mm) and are free draining (no filtration required) during and after the leach process, meaning they are easier to wash, dewater, transport and store. This results in higher recoveries and negates the need for a tailings dam. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Metallurgical test work demonstrated that Lithium and Boron can be readily extracted from the M5, S5, and L6 ore zones at levels comparable to the B5 ore zone. Unoptimized leach extractions of lithium and boron using sulfuric acid ranged from 80% to >90% for M5, S5, and L6 samples. Test work and mineralogy, shown in Table 14.11, support achieving optimized recoveries comparable to that of the B5 ore zone.  Measured acid consumption varied predictably with ore type and was in good agreement with the stoichiometric acid consumption model. The consumption was within +/-15% of the stoichiometric acid consumption in M5 and S5 ore zones. In the L6 zone, the stoichiometric model overpredicted acid consumption by approximately 30% for comparable recovery (refer to subsequent sections for discussion). At worst the acid consumption for the L6 ore zone is expected to be consistent with stoichiometry. Acid consumption metrics for each ore zone based on validated stoichiometric model is presented in Table 14.11. The use of the stoichiometric model to forecast acid consumption across all ore zones is supported by available test work and mineralogy.  Mineralogy study showed that lithium is consistently associated with the clay minerals smectite and Illite. Boron is consistently associated with the mineral Searlesite. Gangue carbonate and feldspar minerals were consistently present in all ore zones, just in varying proportions.  Figure 14.8: Summary of all Acid Leach Test Work at Rhyolite Ridge – Over 400 Individual Leach Tests in Total  Leveraging the B5 flowsheet development work, a preliminary standalone flowsheet for the processing of M5, S5, and L6 and NLB ore zones is shown in Figure 14.9. The key differences to the B5 flowsheet are outlined below and show as red text in the figure., the unit operations which are similar to the B5 flowsheet are shown the blue box.  1. Crushing and Grinding. The Type 2 mineralization requires agitated leach and therefore the ore requires additional grinding. Ioneer is investigating potential to separate carbonate mineral from lithium and boron bearing mineral to reduce gangue processing and acid consumption.  14-25 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Leach: The Type 2 mineralization requires agitated leach. Type 3 mineralization is a candidate for both vat and heap leaching as it does not require a boric acid crystallization unit (CRZ1).  Boric acid unit: Owing to lower boron grade, a dedicated boric acid unit is not required. Instead, boric acid is recovered and separated in the crystallization unit (CRZ2) evaporation unit and sent to the B5 boric acid facility for purification into technical grade boric acid.  Figure 14.9: Conceptual Standalone Process Flowsheet for M5, S5, and L6 Mineralization Types  The results of the current metallurgical testing of the low boron content M5, S5, and L6 units indicates a reasonable prospect of lithium and boron, sufficient to include these units in Resource reporting. Additional test work will be required to adjust the evaporation and crystallization process steps.  Crushing  Vat Leach  Boric Acid Crystallization (CRZ1 + CRZ3)  PLS Impurity Removal (IR1)  PLS Evaporation (EVP1) Boric Acid Flotation  Crystallization (CRZ2) Boric Acid Flotation  Lithium Brine Impurity Removal (IR2)  Lithium Carbonate Precipitation  Lithium Brine Evaporation (EVP2)  Crushing  Vat or Heap Leach  Not required  PLS Impurity Removal (IR1)  PLS Evaporation (EVP1)  Crystallization (CRZ2) Boric Acid Flotation  Lithium Brine Impurity Removal (IR2)  Lithium Carbonate Precipitation  Lithium Brine Evaporation (EVP2)  Crushing & grinding  Agitaded Leach  Not required  PLS Impurity Removal (IR1)  PLS Evaporation (EVP1)  Crystallization (CRZ2) Boric Acid Flotation  Lithium Brine Impurity Removal (IR2)  Lithium Carbonate Precipitation  Lithium Brine Evaporation (EVP2)  Type 1  Type 2  Type 3  14-26 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  15.0 INFRASTRUCTURE  The Project is currently in the development stage, and no site-specific infrastructure has been built to date. The following subsections expand upon the existence of appropriate infrastructure, availability of land for plant development, power, water, transportation, labor, and accommodation requirements. The boric acid, lithium carbonate, and lithium hydroxide will be transported via truck from the processing plant to the future customer. See Figure 15.1 and Figure 15.2 for general infrastructure layout and Figure 15.3 for plant infrastructure layout. Information on overburden storage facilities is in Section 13.3. The quarry and related infrastructure (overburden storage facilities and water diversions) are currently being updated.  As detailed engineering advances further, it is expected that further development to infrastructure locations and lines will adjust without any major impact to the infrastructure design basis.  15-1 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Figure 15.1: Overall Site Plan from the 2020 FS (note this has changed in the 2022 MPO)  15-2 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Figure .: Site Layout including Topography from the 2020 FS (note this has changed in the 2022 MPO)  15-3 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Figure 15.2: Overall Site Plan - Processing Facilities and Sulphuric Acid Plant  Source: ioneer  15-4 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Land Availability  Sufficient land exists to locate all proposed infrastructure required for the Project, including haul roads, OSF, SOSF, Contact Water Ponds (CWPs), the processing plant (which includes processing structures and facilities), maintenance facilities, warehousing, shipping and receiving, fuel island, SAP, Steam Turbine Generator (STG) responsible for power generation/transmission, and administrative buildings.  Onsite Power Plant  The Rhyolite Ridge Project is designed to operate independently from the Nevada power grid. Power will be produced onsite using a STG. Steam will be produced from the waste heat boiler in the SAP to supply the STG. Based on the FS, a peak power generation of 35.2 MW can be realized. At full load, total power consumption for the facility is estimated to be 30.53 MW (12 MW used by the SAP and 18.5 2 MW used by the ore processing facilities). As the detailed engineering advances, electrical demands and generation will be captured and adjusted accordingly to ensure the required electrical loads are covered. STG suppliers will be urged to provide maximum power availability that can be realized using the available steam.  The electrical power system is comprised of a 13.8 kilovolt (kV) substation near the STG will be equipped with switchgear to receive and distribute the power to the respective electrical rooms as part of the overall power distribution to the downstream plant equipment and facilities. Various substations, transformers, and electrical switchgear will be included in the electrical distribution system, providing power at 13.8 kV, 4.16 kV, and 480 V voltage levels as required. The power plant design also includes a separate 6 MW (2 x 3 MW) diesel generation and distribution system, providing black-start capability and assuring power availability to essential systems along with various UPS back-ups, should the STG be down.  Water Usage  Fresh water will be supplied by wells that are approximately 1.5-miles from site near the quarry perimeter. The line will supply the site’s domestic and firewater needs, as well as the process make-up water. ioneer has agreements in place securing the water rights necessary for the project.  Water derived from sources of groundwater will be integrated into the water supply and distribution system using pipelines to provide water to meet site needs (i.e., make-up process water, dust control, fire suppression, potable needs). There is sufficient water available to meet processing and dust control requirements, with water recycling and reuse systems in place where possible.  Site Access and Infrastructure  The land use, transportation, and access baseline report was prepared by NewFields for the land encompassing and immediately surrounding the Project area, including the main access points to the Project area:  15-5            State Route 264  Hot Ditch Road  Cave Springs Road – Coyote Summit (i.e., Cave Springs Road)  Coyote Road  Access routes (two tracks) within the Project area 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  The Project site is readily accessible from the cities of Reno and Las Vegas, as well as the ports in California. The primary point of entry for vehicles transporting goods, supplies, and equipment during the Project’s construction and operation phases will be from Nevada State Highway 264. Route 264 trends north-south through the Fish Lake Valley, which then intersects with unpaved Hot Ditch and Cave Springs roads for approximately 12 miles.  Major findings and aspects of the land use, transportation, and access baseline report are as follows:  15-6    The study area is entirely in Esmeralda County (approximately 2,294,989 acres or 9,287 square kilometers) where approximately 97.3% of which is federally managed land with:  94.1% administered by BLM  2.92% administered by U.S. Forest Service (USFS)  0.15% administered by the National Park Services (NPS)  0.14% administered by the Bureau of Indian Affairs (BIA)    The remaining land in the study area is as follows: 2.65% is private land and the remaining 0.3% is owned by the National Park Service (NPS), BIA and state of Nevada.    The USFS- and NPS-administered land, on the western edge of Esmeralda County, is connected to the Inyo National Forest and Death Valley National Park in California; approximately 40 and 90 air miles (64.4 and 144.8 kilometers), respectively, from the study area.    Primary land uses within the study area are mineral exploration, livestock grazing, farming, recreation, and wildlife habitat, including wild horses.      No “Wilderness Areas” or “Areas of Critical Environmental Concern” are in the study area.  The regional road transportation network proximal to the study area includes Hot Ditch Road; Cav Spring Road; State Routes 264, 265, and 773; and US Highways 6 and 95.    Access roads to the Project area have been lightly used in recent years, with US Highway 6 averaging 360 vehicles per day and State Route 264 averaging 220 vehicles per day in 2018. Existing traffic is primarily related to ranching and mining activities in the region, plus some recreational use, primarily on weekends and during summer months.    Traffic counts were conducted during October 6 to 12, 2019, at the following four locations:  Intersection of Hot Ditch Road and State Route 264 (turning movements)  On Hot Ditch Road near Fish Lake Valley Hot Springs (tube counter)  Intersection of Cave Springs Road and Hot Ditch Road (turning movements)  On Cave Springs Road at the Project area (tube counter)      Average speed at the four locations during the traffic count was 16 miles per hour (mph).  At the three locations east of the intersection of State Route 264, the weekend daily volumes were almost twice the weekday daily volumes likely due to increased recreational traffic on the weekends. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS    15-7  Data suggests that a fair amount of traffic stops at the Fish Lake Valley Hot Springs (i.e., Hot Box) and does not continue east of that segment.    The percentage of truck traffic on the segment of Hot Ditch Road near Fish Lake Valley Hot Springs is twice as high on the weekdays compared to weekend. Esmeralda County Road Department stated that average daily traffic can vary substantially along Hot Ditch and Cave Springs roads, with holiday weekends in particular seeing a substantial increase in recreational-related traffic associated with the use of Fish Lake Valley Hot Springs and the general area (i.e., camping, and as a staging area for off-highway vehicle use).    Approximately 5 vehicles per weekday (10 roundtrip) travel through the project area along Cave Springs Road to the Mineral Ridge Mine from State Route 264. Mineral Ridge Mine is currently not in operation; however, when re-opened mine-related traffic is estimated to increase by 40 vehicles per day.    The County Road Department estimates the rating of Hot Ditch Road from State Route 264 to approximately  1.5 miles past the Fish Lake Valley Hot Springs as “Rating 3 – Fair” (i.e., roadway shows traffic effects; needs regrading, minor ditch maintenance, and spot gravel application). East of this point, the road is rated as “2 – Poor” (i.e., road needs additional aggregate layer; major drainage improvements).    The County Road Department noted that much of the Cave Springs Road corridor is within a sand wash and driving on it can be like driving on a sandy beach. The county conducts regular maintenance on the road and makes repairs when needed, but the road has no surface improvements (i.e., aggregate, drainage improvements, crown, and ditch maintenance). Portions of the road that are not within the wash have some aggregate, though little is done by the county beyond grading.    The existing asphalt (paved) roads in near the study area, including State Routes 264 and 773, are estimated by the County Road Department as “Rating 9 – Excellent” (i.e., recent overlay; like new).  Labor and Accommodation  Nevada is considered one of the world’s most favorable and stable mining jurisdictions, and there is a high degree of experienced, qualified, and skilled personnel available to meet workforce requirements for the Project.  Housing options near the site are limited and there are not currently any plans to construct a workforce camp. ioneer plans to contribute to individual housing support, which is included in the operating costs estimate, and may also invest in local housing infrastructure.  Sulphuric Acid Plant  A 3,858 ton per day (stpd) onsite SAP will produce commercial-grade (98.5%) sulphuric acid for vat leaching of the ore. The sulphuric acid production process also produces a significant quantity of steam, which is used to drive the turbines in the onsite power plant. Medium- and low-pressure steam from the SAP is also piped to the boric acid and lithium carbonate circuits to drive the evaporation and crystallization steps. The SAP is a double conversion, double adsorption system with a tail gas scrubber system that results in an ultra-low emissions plant (12 ppm SO2 and 15 ppm NOx).  Sulphur will be delivered to the site in clean liquid form by trucks. It is then burned in a combustion chamber with excess dry air to produce sulphur dioxide (SO2) gas, which is converted in a four-pass catalytic converter of vanadium penta-oxide catalyst to sulphur tri-oxide (SO3). The SO3 is absorbed to concentrate in sulphuric acid in 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  intermediate and final absorption towers to produce sulphuric acid, which is then stored in tanks. A tail gas scrubber is used to remove remaining SO2 from the gas stream.  An overview of the sulphuric acid plant facility is illustrated in Figure 15.4.  Figure 15.3: Sulphuric Acid Plant  15.7 Spent Ore Storage Facility  Byproducts from the leaching and mineral extraction process including spent ore, sulphate salts, and precipitation filter cake will be stored in a SOSF. The SOSF is designed to be a zero-discharge facility and includes the necessary environmental containment, drainage and collection systems to support these criteria. The waste material will be in solid form and thus suitable for dry stacking (mechanical haulage and placement). Since the waste materials will be in solid form throughout the operational life of the structure, there is no need for a conventional tailings dam.  The SOSF will be constructed in two phases, with each phase storing approximately 12 Mt of composite material at an average dry unit weight of 65 pounds per cubic foot. Refer to Figure 15.5. An 80-millimeter (mm) thick,  15-8 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  double-sided textured high-density polyethylene (HDPE) geomembrane liner will provide containment. To protect the geomembrane and facilitate long-term drainage of the composite materials, a granular layer is specified over the geomembrane liner. The preferred location for the SOSF is in the southwest portion of the project area, approximately one mile south of the processing facilities with the spent ore and composite materials trucked from the processing plant and spread onto the SOSF by dozer.  Figure 15.4: SOSF Phases and Main Components  Source: NewFields  The SOSF includes an underdrain pond and a perimeter road for light vehicle access. The road will fully encompass the geosynthetically-lined basin area. The SOSF will be constructed in two phases, with each phase storing approximately 12 Mt (10.9 million metric tons [Mtonnes]) of composite material (based on an average dry unit weight of 65 pounds per cubic foot). In its ultimate configuration, the SOSF will cover an area of approximately 135 acres and will provide permanent storage of approximately 24 Mt (21.8 Mtonnes) of composite material. The maximum stacking height will be about 250 feet (76.2 meters) above the geomembrane liner with an overall slope of 3H:1V.  In general, the design of the SOSF includes the following components:    Grading the base of the SOSF to provide a stable surface on which to stack spent ore and composite materials to a height of 250 feet (76.2 meters) above the geomembrane lining system and promote collection of drain down solution.      Lining the base of the SOSF with HDPE geomembrane.  Installing a solution collection system over the geomembrane involving an overliner (comprising of a sand and gravel mixture developed from local borrow) with an integrated network of drainage pipe to enhance  15-9 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  solution flow and route flow to the Underdrain Pond. The drainage system is intended to provide hydraulic relief to reduce the hydrostatic head on the geomembrane liner.  15-10    Installing an underdrain pond to store runoff from the design storm event and drain down fluids from the SOSF.  A summary of operational parameters for the SOSF and properties of composite materials are provided in Table 15.1 and Table 15.2, respectively. Note that certain quantities and properties listed in these tables may have changed slightly since publication of the SOSF design report due to changes to the process acid consumption; however, these changes are not expected to impact the overall SOSF design.  Table 15.1: SOSF Operational Parameters  Source: Rhyolite Ridge Spent Ore Storage Facility Engineering Design Report  Note: ft3 – cubic feet; lbs = pounds; Mt = million short tons; Mtonnes = million metric tonnes  Description  Configuration  Comment  Yearly Ore Production  3.0 Mt  Yearly Waste Production Rate  (Amount of dry material delivered to SOSF annually)  4.1 Mt  Composite materials ratios (dry)  12.8 : 6.4 : 1  Spent ore : sulfate salt : Precip.  Filter Cake  Composite materials dry unit weight (for sizing facility)  65 lb/ft3  Value is estimated from existing  laboratory data; Mosit unit weight =  85 lb/ft3  Loading method for Structural Zone  Truck end dumped, spread by  dozer, compacted  Structural Zone to be compacted  based on Technical Specifications  Loading method for Non-Structural Zone  Truck end dumped, spread by dozer, compacted  Compaction not required for  stability, some compaction may be required for trafficability 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 15.2: Properties of Composite Materials  15-11  Source: Rhyolite Ridge Spent Ore Storage Facility Engineering Design Report  Note: °C = degrees Celsius; cm = centimeter; ft3 = cubic feet; hr = hour; L = liter, m2 = square meter; lbs = pounds; s = seconds  A geotechnical evaluation was completed to assess the overall stability of the composite materials disposed in the SOSF and estimate potential settlements in the foundation. In order to assess the spatial extent of the structural zone (i.e., where composite materials will require controlled placement and compaction), the stability evaluation was completed iteratively and was based on the material properties below in Table 15.3 and seismic criteria presented in Table 15.4.  Description  Configuration  Comment  Spent Ore Properties  Specific gravity of solids  2.4 - 2.5  Bulk (Dry) unit weight  75 lbs/ft3  Compacted spent ore for  structural zone  Permeability  1.0 x 10-6 cm/s  Draindown  0.1 L/hr/m2  KCA Draindown Results  Optimum moisture content for  compaction  25 - 35%  Moisture contents sensitive to  drying temperature  Spent ore moisture content  26 - 43% (Process Definition)  35- 75% (Geotech Definition)  Temperature when placed on  SOSF  60°C  Maximum  Sulfate Salts Properties  Specific gravity of solids  Not measured  Bulk unit weight  48 - 74 lbs/ft3 @ 32% moisture  Jenike & Johanson  Moisture content  32%  Jenike & Johanson  Precipitate Filter Cake Properties  Specific gravity of solids  Not measured  Bulk unit weight  Not measured  Moisture content  56 - 67% (process) 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 15.3: Properties Used in Stability Analysis  Source: Rhyolite Ridge Spent Ore Storage Facility Engineering Design Report Note: pcf = pounds per cubic foot; psf = pounds per square foot  Shear strength reduced by 20% for pseudostatic evaluation  Nonlinear strength envelope is the power curve fit from the alluvium versus geomembrane interface shear test.  Table 15.4: Summary of Seismic Criteria  Source: Rhyolite Ridge Spent Ore Storage Facility Engineering Design Report Note: g = the acceleration due to Earth’s gravity, equivalent to g-force  Light vehicle access roads will be constructed along the perimeter of the SOSF and a haul ramp at the northeast edge of the SOSF will be required for haul truck traffic onto the SOSF. The haul ramp is designed to provide a minimum of 5-feet of overliner over the geomembrane anchor trench on the perimeter road. A minimum of 10-feet of overliner or spent ore material is required above the liner along haul roads within the SOSF throughout operations.  Material  Unit Weight (pcf)  Friction Angle (degrees)  Cohesion (psf)  SOSF Structural Zone (Compacted Spent Ore)  100  40 1  0  SOSF Non-Structural Zone  (Uncompacted Composite Material)  85  25 1  0  Geomembrane Liner Interface  100  Nonlinear Strength Envelope2  Common Fill  120  34  0  Foundation (Alluvium)  120  40  0  Description  Configuration  Comment  Sesimic Site Class  C  NF Geotechnical Data Report  Operational Basis Eqarthquake (OBE)  475 Year Recurrence Interval  10% probability in 50 years  Peak Horizontal Ground Acceleration  0.31 g  USGS Unified Hazard Tool  Maximum Design Earthquake (MDE)  2,475 Year Recurrence Interval  2% probability in 50 years  Peak Horizontal Ground Acceleration  0.63 g  USGS Unified Hazard Tool  Mean Magnitude Earthquake  6.48  Mean Earthquake Distance  7.9 miles (12.6 kilometers)  15-12 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  MARKET STUDIES  Lithium  Lithium Supply and Demand  Lithium extraction produces lithium carbonate, lithium hydroxide, lithium chloride, butyl lithium, and lithium metal. Metallic lithium is produced in a multi-stage process starting from lithium carbonate. Lithium carbonate is typically produced in several grades – industrial grade (purity greater than 95%) for glass, fluxing agent, and lubricant; technical grade (purity greater than 99.0%) for high-end glass, ceramics, lubricants, and batteries; and battery grade (purity greater than 99.5%) for high-end battery cathode use.  Lithium demand is growing rapidly due to the increasing demand for lithium-ion batteries used in electric vehicles (EVs) throughout the world to meet increasingly stringent carbon dioxide (CO2) emissions regulations. France, the United Kingdom, and potentially China have all outlined plans to ban fossil fuel cars by 2040. Other countries, including Norway and the Netherlands, have also set EV sales targets to end internal combustion engine (ICE) sales by 2035. Germany has made similar plans to end ICE sales by 2030. Several automakers have indicated that they will electrify most of their models by the mid-2020s, including Volvo, BMW, General Motors, Mercedes, and Ford.  Lithium Customer and Competitor Analysis  ioneer will be targeting different customers in different technical-grade and battery-grade large market segments. These market segments have significant growth rates, especially for battery-grade lithium. The plan is to have 3-4 customers in the lithium-ion battery sector and 2-3 in the glass ceramic sector. A lithium compound operating cost curve was developed as part of the 2020 FS. If ioneer can produce at the anticipated all-in cost per ton, it will be at the competitive end of the cost curve.  According to Wood Mackenzie, in 2023, an estimated 821.3 kt LCE was produced in 2022, increasing by 25.39% compared to the previous year's 655 kt LCE. In 2022, mineral conversion continued to be the largest source of refined lithium products at 382.4 kt LCE. Lithium brine operations continued to increase in 2022, reaching 308 kt LCE, a year-on-year increase of 30.1%, with the remainder of refined lithium production being sourced from secondary routes (recycling).  In terms of feedstock supply, Chilean brine producers SQM and Albemarle continued to lay the foundations for expansion. Albemarle is undertaking a major expansion program. SQM will increase lithium carbonate capacity to  180.0 ktpy by the end of 2023 and to 210 ktpy by the end of 2024. Over the same period, global lithium hydroxide  capacity will rise to 319.31 ktpy and then to 471.85 ktpy. Overall, spodumene mineral concentrates are expected to remain the dominant lithium mine product in 2031, accounting for 46.56% of global production in 2022 and increasing to 55.09% by 2031.  Macquarie advises that the supply response to surging demand for lithium is likely to disappoint. Hard rock producers have already experienced extreme price volatility in the past two years and expect to see a more disciplined approach to the current market. Integration of existing spodumene capacity downstream is also likely to suppress the supply response. COVID-19-related restrictions impacted the lithium brine capacity expansions in South America, causing delays.  16-1 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  16.1.3 Lithium Price and Volume Forecasts  Incorporating a more robust demand outlook, driven by rising global electric vehicle sales, combined with capacity increase on the supply response due to increasing product-quality requirements, the lithium market is expected to be in deficit through 2024 and shift to surplus from 2025 to 2029, and return to the deficit from 2030 onwards. The oversupply will peak in 2027, driven by a large number of new projects globally. The market for battery-grade lithium chemicals is forecast to show a continued but diminishing deficit until 2026, after which the medium-term surplus is a result of new assets improving quality and the proportion of battery-grade lithium chemicals increasing.  Lithium carbonate spot Asia CIF prices peaked in Q4 2022 at US$75,050/t; since then, they have been under pressure as new supply was added to the market. Prices started to see sharp declines, and price arbitrage between China and Other Asia spot prices at US$24,500/t and US$35,155/t, respectively in September 2023, which is still higher versus 2020 FS mean price. The supply shortage is forecast to continue into the early 2030s, so prices are expected to climb again.  Although the Wood Mackenzie and Benchmark Minerals price forecast has been revised since 2020 FS, we continue to maintain the consensus price forecasts (in real terms) used in the economic analysis for technical- grade lithium carbonate range from US$9,474 to US$13,004 per short ton with a mean price of US$11,238 per short ton for the first four years of sales. Consensus price forecasts (in real terms) used in the economic analysis for battery-grade lithium hydroxide range from US$11,146 to US$12,909 per short ton with a mean price of US$12,140 per short ton after Year 4 will also be kept the same regardless of any decision to not produce battery- grade lithium hydroxide, as contracted Rhyolite Ridge technical-grade lithium carbonate offtake price formula is based on battery-grade lithium hydroxide index minus an agreed conversion cost. The decision to maintain the 2020 FS economic analysis price was because both lithium product forecast price is higher in comparison to the consensus prices and provides positive financial impact: i.e., Wood Mackenzie Q2 2023 technical-grade lithium carbonate price forecast from US$22,046 to US$45,195 per short ton with a mean price of US$25,140 between 2023 – 2031, and battery-grade lithium hydroxide from US$29,762 to US$61,240 per short ton with the mean price of US$40,017, respectively. A summary of the annual price forecasts for lithium carbonate and hydroxide used in the economic analysis supporting the March 2020 Mineral Reserves estimate is provided in Table 16.1.  The pricing assumptions will be updated, along with cost estimates, for an updated economic analysis that will be prepared ahead of a Final Investment Decision (FID) expected in 2024.  Price forecast assumptions were developed using Wood Mackenzie Information Service’s pricing forecast (updated November 2019) and Benchmark Mineral Intelligence (Benchmark) First Quarter of 2020.  These sources were used because:  16-2    The lithium market is not as mature as other commodities. For example, there is no single futures pricing source recognized by market participants. As such, ioneer relies on third-party forecasts for market estimates.    Benchmark and Wood Mackenzie are internationally recognized research organizations who focus on lithium supply and demand dynamics used by suppliers and customers to help make pricing decisions.    Benchmark and Wood Mackenzie periodically update their respective long-term forecasts. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  In the case of economic analysis, for each firm, ioneer used the most recent Wood Mackenzie and Benchmark forecasts published prior to 2020 FS release as it was the most current information available from these reputable sources.  Rhyolite Ridge is unlikely to produce battery-grade lithium hydroxide from Y4 due to a change in product strategy. The forecast prices for years 1-3 are for technical-grade lithium carbonate. The forecasts for year 4 and beyond are based on the sale of battery-grade (99.5%) lithium hydroxide. ioneer intends to produce and sell 98.5% lithium carbonate.  Table 16.1: ioneer Lithium Carbonate and Lithium Hydroxide Price Assumptions (US$/short ton)  16-3  Notes:  ioneer Forecast (2023 to 2029) based off the average of the Benchmark and Roskill forecasts with an expected mix of lithium carbonate (Li2CO3) and lithium hydroxide (LiOH).  As indicated in Roskill lithium carbonate outlook.  Based on Benchmark's lithium hydroxide outlook adjusted for US$1,361 per short ton (US$1,500 per metric ton) upgrade cost based on Orocobre published metric.  Source: Fluor Rhyolite Ridge Financial Model (Fluor Enterprises Inc., 2020d).  Calendar Year  Production Year  Product  IONEER  Sales  Forecast1  Roskill Forecast2  Adjusted Benchmark Forecast3  Avg. of  Roskill and Adjusted Benchmark Forecasts  2023  1  Lithium Carbonate  $9,474  $8,356  $10,592  $9,474  2024  2  Lithium Carbonate  $10,830  $10,231  $11,429  $10,830  2025  3  Lithium Carbonate  $11,646  $11,223  $12,068  $11,646  2026  4  Lithium Hydroxide  $13,004  $10,208  $12,471  $11,340  2027  5  Lithium Hydroxide  $12,909  $9,922  $12,610  $11,266  2028  6  Lithium Hydroxide  $12,383  $9,643  $11,879  $10,761  2029  7  Lithium Hydroxide  $11,442  $8,855  $10,601  $9,728  2030  8  Lithium Hydroxide  $11,350  $9,035  $10,280  $9,658  2031  9  Lithium Hydroxide  $11,485  $9,204  $10,351  $9,778  2032  10  Lithium Hydroxide  $12,375  $10,749  $10,351  $10,550  2033  11  Lithium Hydroxide  $11,834  $9,850  $10,351  $10,100  2034  12  Lithium Hydroxide  $11,146  $8,650  $10,351  $9,500  2035  13  Lithium Hydroxide  $11,396  $9,124  $10,351  $9,738  2036  14  Lithium Hydroxide  $11,665  $9,576  $10,351  $9,963  2037  15  Lithium Hydroxide  $11,890  $10,005  $10,351  $10,178  2038  16  Lithium Hydroxide  $12,134  $10,412  $10,351  $10,382  2039  17  Lithium Hydroxide  $12,335  $10,799  $10,351  $10,575  2040  18  Lithium Hydroxide  $12,525  $11,165  $10,351  $10,758  2041  19  Lithium Hydroxide  $12,525  $11,165  $10,351  $10,758  2042  20  Lithium Hydroxide  $12,525  $11,165  $10,351  $10,758  2043  21  Lithium Hydroxide  $12,525  $11,165  $10,351  $10,758  2044  22  Lithium Hydroxide  $12,525  $11,165  $10,351  $10,758  2045  23  Lithium Hydroxide  $12,525  $11,165  $10,351  $10,758  2046  24  Lithium Hydroxide  $12,525  $11,165  $10,351  $10,758  2047  25  Lithium Hydroxide  $12,525  $11,165  $10,351  $10,758  2048  26  Lithium Hydroxide  $12,525  $11,165  $10,351  $10,758 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Battery-grade lithium hydroxide shows the highest forecasted growth rate of all lithium products. Other end uses for lithium (e.g., glass, ceramics, lubricating grease, and metallurgy) are forecasted to have moderate gains of 4%. Based on the Wood Mackenzie Q2 2023 forecast, refined supply became tight from 2021 and entering deficit in 2022 to 2024, in surplus from 2025 to 2029, and will return to deficit after 2030. In comparison, Benchmark Q2 2023 forecasts to re-enter the deficit position has been significantly shortened to 2026, primarily due to higher demand forecast. This will mean that based on both Wood Mackenzie and Benchmark forecasts, ioneer’s forecast production of approximately 20,000 t by 2026 will be needed by the market, and the capacity should be absorbed into demand. Forecasts for lithium carbonate supply are 562.2 kt in 2023 and 748.60 kt in 2024, with a 33.16% increase YoY and 1,157.5 kt by 2027. There is still predicted to be a shortfall by 2026-29 despite this anticipated growth in supply.  Subsequent review of pricing forecasts post-reference date of this report indicates an improvement in future Lithium Carbonate and Lithium Hydroxide pricing (Wood Mackenzie) - see Table 16.2. However, the pricing as of the original FS publication (March 2020) is used for the Project economic analysis, as described in Section 19.0.  In the QP’s opinion, there are no negative material changes in pricing since the effective date of the Mineral Reserves of March 17, 2020.  Table 16.2: Wood Mackenzie Lithium Carbonate and Lithium Hydroxide Pricing (US$/metric ton)  16-4  Boric Acid  Boron Supply and Demand  The term “borates” describes a commercial source of chemical boric oxide (B2O3) in the form of sodium borate compounds, minerals, refined (i.e., boric acid), calcined, or specialty forms of borate. Borate is typically refined, but some producers sell some of the raw mineral or a concentrated form of the mineral as a substitute for the refined product at a lower price. Boric acid production growth between 2015 and 2019 has ranged between 4% and 6% annually. Global boric acid demand and supply were close to equilibrium pre-COVID 2019 at an 82% utilization rate, supply shortages occurred during the pandemic due to logistic disruptions, and it took until 1H 2022 for supply to recover. Although the industrial sector in Asia has slowed down since 2022, the market is currently in balance with a utilization rate of 82%, and the market is forecasted to become tight from 2024 and enter deficit from 2025 onwards.  Boron Customer and Competitor Analysis  Large-scale borate commercial production is confined to four main areas of the world, including the southwest US and Mexico, the Andes belt of South America, the central area of Asia extending into eastern Europe, and the eastern region of Russia. The borates market is supplied principally by two major players, Eti Maden and Rio Tinto, though there are other smaller players. Eti Maden, a Turkish state-owned mining and chemicals company, is the world’s largest borate supplier by market share and Proven Mineral Reserves and holds 72% of worldwide borate reserves. Rio Tinto has a large borate product portfolio but has not announced any plans to expand borate  Description  2019  2020  2021  2022  2023  2024  2025  2026  2027  2028  2029  2030  2031  2019 Wood Mackenzie Technical Grade Lithium Carbonate  12,284  9,600  9,596  9,401  9,211  11,277  12,372  11,253  10,937  10,630  9,761  9,969  2021 Wood Mackenzie Technical Grade Lithium Carbonate  6,302  7,847  9,819  12,320  11,428  11,406  11,406  12,380  15,257  15,781  15,173  15,420  Difference (2021-2019)  (3,298)  (1,749)  418  3,109  151  (966)  153  1,443  4,627  6,020  5,204  2023 Wood Mackenzie Technical Grade Lithium Carbonate  7,332  9,740  16,818  41,000  34,634  24,625  23,000  20,000  20,000  22,000  20,000  21,000  Difference (2023-2019)  (2,268)  144  7,417  31,789  23,357  12,253  11,747  9,063  9,370  12,239  10,031  2019 Wood Mackenzie Battery Grade Lithium Hydroxide  15,485  11,755  9,596  11,188  11,513  13,803  15,023  13,763  13,396  13,038  12,039  12,191  2021 Wood Mackenzie Battery Grade Lithium Hydroxide  12,970  12,406  14,973  13,282  12,562  12,808  13,048  15,071  17,462  17,341  16,708  17,515  Difference (2021-2019)  1,215  2,810  3,785  1,769  (1,241)  (2,215)  (715)  1,675  4,424  5,302  4,517  2023 Wood Mackenzie Battery Grade Lithium Hydroxide  15,089  13,985  49,019  55,556  50,976  46,619  46,000  41,000  36,000  30,000  27,000  27,000  Difference (2023-2019)  3,334  4,389  37,831  44,043  37,173  31,596  32,237  27,604  22,962  17,961  14,809 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  production at their California, US site. MCC Russian Bor CJSC (Bor) in south-eastern Russia supplies <10% of boric acid demand and is regarded as the best quality in terms of impurities. However, Bor has historically struggled with production due to financial and employee relationship issues, though measures are being undertaken that may address this issue in the future.  There are a total of four other boron greenfield projects, not including Rhyolite Ridge, in varying stages of exploration and engineering development. These greenfield projects are the Fort Cady Project in California, USA; the Magdalena Basin Project in Mexico; the Pobrdje Project in Serbia; and some exploration work in the Balkans. The Fort Cady project is expected to commence production in 2H 2025. The supply-demand balance scenarios is provided in Figure 16.1 based on ioneer assumptions.  Figure 16.1: Boric Acid Supply Demand Balance (INR marketing assumption)  Notes:  ioneer to commence production with 174,000 tpy from H2 2026  Fort Cady to commence production with 90,000 tpy from 2025  16.2.3 Boric Acid Price and Volume Forecasts  We have maintained the boric acid prices used in the economic analysis (in real terms) range from US$478 to US$680 per short ton with a mean price of US$644 per short ton, as the recent price does not provide negative economic impact. The 2H 2023 boric acid market price ranges from US$772 to US$1102 per short ton, with a mean of US$992. A summary of annual boric acid prices used in the economic analysis supporting the March 2020 Mineral Reserves estimate is provided in Table 16.3.  16-5 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 16.3: ioneer Boric Acid Price Assumptions - $USD per short ton  16-6  Notes:  ioneer Forecast (2023 to 2028) based on averages with flat price thereafter.  Bull case based on continued 5% increases after Year 5 capped at US$726 per short ton (US$800 per metric ton).  Flat Price A based on marginal cost of production (US$635 per short ton or US$700 per metric ton - page 17 Boron primer).  Flat Price B based on estimated cost of lowest producer (i.e., Eti on page 17 of Ord Minnett Boron 101 paper).  Source: Fluor Rhyolite Ridge Financial Model  Calendar Year  Production Year  IONEER  Sales  Forecast1  Bull Case2  Flat Pricing A3  Flat Pricing B4  2023  1  $478  $478  $635  $463  2024  2  $491  $491  $635  $463  2025  3  $507  $507  $635  $463  2026  4  $535  $535  $635  $463  2027  5  $578  $578  $635  $463  2028  6  $607  $607  $635  $463  2029  7  $637  $637  $635  $463  2030  8  $669  $669  $635  $463  2031  9  $680  $703  $635  $463  2032  10  $680  $726  $635  $463  2033  11  $680  $726  $635  $463  2034  12  $680  $726  $635  $463  2035  13  $680  $726  $635  $463  2036  14  $680  $726  $635  $463  2037  15  $680  $726  $635  $463  2038  16  $680  $726  $635  $463  2039  17  $680  $726  $635  $463  2040  18  $680  $726  $635  $463  2041  19  $680  $726  $635  $463  2042  20  $680  $726  $635  $463  2043  21  $680  $726  $635  $463  2044  22  $680  $726  $635  $463  2045  23  $680  $726  $635  $463  2046  24  $680  $726  $635  $463  2047  25  $680  $726  $635  $463  2048  26  $680  $726  $635  $463 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Figure 16.2: Boric Acid Supply Demand Balance (INR marketing assumption)  Notes:  ioneer to commence production with 174,000 tpy from H2 2026  Fort Cady to commence production with 90,000 tpy from 2025  16.3 Contracts  Rhyolite Ridge has secured the following Offtake and Sales Distribution contracts. The plan is to secure additional boric acid distributor sales agreements post-FID in North America and Korea, increasing the sales volumes.  Table 16.4: Contracts for technical-grade lithium carbonate and boric acid  Customer name  Products  Contract Duration (yr)  Volume (per annum)  Y2  Y3 ~  Ford Motors  TG Li-carbonate  5  7,000  PPES  TG Li-carbonate  5  4,000  EcoPro Innovation  TG Li-carbonate  3  7,000  Dragonfly Energy  TG Li-carbonate  3  500  Total contracted volume (MT)  TG Li-carbonate  18,500  Dalian Jinma Boron Technology  Boric acid  3  105,000  Kintamani Resources  Boric acid  3  9,100  13,200  17,900  Others  Boric acid  3  8,000  14,625  22,000  Total contracted volume (MT)  Boric acid  122,100  132,825  144,900  16-7 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  ENVIRONMENTAL STUDIES, PERMITTING, AND PLANS, NEGOTIATIONS, OR AGREEMENTS WITH LOCAL INDIVIDUALS OR GROUPS  Environmental Studies  Several baseline studies were conducted within a portion of the Project area to characterize existing environmental and social resources (Table 17.1) to support mine permitting and development. Baseline investigations were performed on behalf of ioneer by six consulting firms: EM Strategies, Inc. (EMS) (now Westland Engineering & Environmental Services Inc. [Westland]), HydroGeoLogica, Inc. (HGL), Piteau Associates (Piteau), NewFields Companies, LLC (NewFields), Stantec Consulting Services, Inc. (Stantec), and Trinity Consultants (Trinity). Findings from these studies are presented in a series of baseline reports as follows:  17-1                              Air quality impacts assessment  Aquatic resources  Biology  Cultural resources  Geochemistry  Geology and minerals resources  Groundwater  Land use, transportation, and access  Paleontology  Recreation  Socioeconomics  Soils and rangeland  Surface water resources  Visual resources  These baseline studies were conducted from 2012 through 2019 and are intended to support project design and establish a basis from which potential impacts can be assessed. Updates to the air quality impacts assessment, groundwater, and geochemistry are currently under way. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 17.1: Summary of Baseline Studies  17-2  Note: The term “Project area” in this table refers to the project permit area  Environmental and Social Impact Assessment  Since the BLM has determined that the Project permitting process requires an environmental evaluation using an EIS, a draft and then final EIS would be completed by a BLM-approved third-party contractor selected by ioneer. Public comment periods are required as part of the EIS process and the Project schedule assumes 12 months for the EIS approval cycle from the Federal Register publication of the Notice of Intent to the issuance of the Record of Decision (ROD). However, that 12-month timeline has been extended due to the updates for the air quality impacts assessment, groundwater, and geochemistry.  Air Quality Impacts Assessment  An air quality impact impacts assessment was performed by Trinity in 2020 and includes an evaluation of a study area that contains the Project Area (i.e., Mine Permit Boundary). As ioneer controls all access to the facilities at the fence line, other than the public access road, this boundary was used to determine ambient air (i.e., the portion of the atmosphere, external to buildings, to which the general public has access) for purposes of the air dispersion modeling analysis. All land inside the fence line is not considered ambient air; and therefore, not included in the modeling analysis (Trinity, 2020). As the result of a BLM review of the assessment in 2023, Trinity has updated the assessment to include Project-related indirect sources of emissions and the BLM is currently reviewing that update.  Baseline Report  Prepared By  Study Area  Air Quality Impacts Assessment  Trinity  Project area and adjacent airsheds potentially impacted by emissions associated with Project construction and operation  Aquatic Resources Delineation  Stantec  Land in the northern portion of the Fish Lake Valley, heading southeast into  the Silver Peak Range, bounded along its eastern edge by Rhyolite Ridge and incldues land within the Project area  Biology  EMS  Land encompassing and within various distances of the Project area  including: Botanical (Project Area), General wildlife (0.25-mile radius), Nesting rapotr (1-mile radius), Nesting golden eagle (10-mile radius), Land along the access road  Cultural Resources  EMS  Land encompassing and immediately surrounding the Project area,  including land along the access road  Geochemistry  HGL  Land encompassing and immediately surrounding the Project area  Geology and Minerals Resource  NewFields  Land encompassing and immediately surrounding the Project area  Groundwater  HGL  Land encompassing and immediately surrounding the Project area  Land Use, Transportation and Access  NewFields  Land encompassing and immediately surrounding the Project area,  including the main access points to the Project area  Paleontological Resource  Noble, P. (submitted to EMS)  Land encompassing and immediately surrounding the Project area  including: formerly proposed powerline route extending west from the town of Silver Peak to Cave Spring, and a 7-square-mile area on the West side of Rhyolite Ridge (area of Project development)  Recreation  NewFields  Land encompassing and immediately surrounding the Project area  including: Silver Peak wilderness study area, lands with wilderness characteristics, two recreational management areas  Socioeconomic  NewFields  Esmeralda,Mineral, and Nye counties in Nevada and Inyo County in  California  Soils and Rangeland  NewFields  Land encompassing and immediately surrounding the Project area,  including land along the access road  Surface Water Resources  NewFields  Land encompassing and immediately adjacent to and downstream of the  Project area, as well as land within a 5-mile radius of the Project area and land along the access road  Visual Resources  NewFields  Land encompassing and immediately surrounding the Project area 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Area of Direct Influence  Each baseline study was conducted with a resource-specific geographic area where information was gathered (i.e., study area), which also included the Project Area (i.e., Mine Permit boundary). The study area for each of the baseline studies is summarized in Table 17.1.  Biodiversity  A baseline biological survey report was prepared by EMS in 2020, supported by surveys conducted during the 2018 and 2019 field seasons. The baseline biological survey report involved an evaluation of the land encompassing and within various distances of the project area, including:  17-3    Three wildlife survey areas:  General wildlife survey area – Mine Permit boundary and land within a 0.25-mile radius of the Mine Permit Boundary  Nesting raptor survey area – Mine Permit boundary and land within a 1.0-mile radius of the Mine Permit Boundary.  Nesting golden eagle survey area – Mine Permit Boundary and land within a 10-mile radius of the Mine Permit Boundary.    Botanical survey area – land within the Mine Permit Boundary  An additional baseline biological survey was performed by EMS in 2020 along the access roads with results presented in a supplementary report. The main objectives of these investigations were to document baseline conditions of existing vegetation (i.e., botanical survey) and fauna (i.e., wildlife surveys) within the project area and along the access road. Additionally, concurrent with baseline biological surveys, all water features within the project area were recorded and conditions were noted. The investigation consisted of the following:    Pre-field desktop analysis of available literature and information (i.e., USFWS, Nevada Department of Wildlife, Nevada Division of Natural Heritage, and Nevada Division of Minerals) pertaining to sensitive or special status species that have the potential to occur in the project vicinity.    Several aerial (via helicopter for the nesting raptor and golden eagle surveys) and pedestrian field surveys, mostly performed between April and June of 2018, to document and verify vegetation and wildlife communities within the study area.  A habitat suitability model utilizing a GIS geospatial database was also developed to identify potential habitat for Tiehm’s buckwheat, a BLM sensitive species and USFWS endangered species, within a 10-mile radius of the Mine Permit Boundary utilizing ArcGIS and remote sensing data.  In 2021 through 2023, additional biological studies have been completed for eagles and Tiehm’s buckwheat.  The following summarizes the major findings and aspects of the baseline biological survey and access road right- of-way report:    The U.S. Geological Survey National Southwest Regional Gap Analysis Project (SWReGAP) vegetation communities within the botanical survey area were field verified and reclassified as three vegetation 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  communities: Inter-Mountain Basis Mixed Salt Desert Scrub; Great Basin Xeric Mixed Sagebrush Shrubland; and Inter-Mount Basins Cliff and Canyon.  17-4    Six ecological sites were field verified within the project area: Cobbly Loam 5-8” P.Z.; R029XY036NV; Shallow Calcareous Loam 8-12” P.Z.; R029XY008NV; Loamy Slope 5-8” P.Z.; R029XY022NV; Gravelly Loam 5-8” P.Z.; R029XY017NV; Loamy Slope 3-5” P.Z.; R029XY033NV; and Shallow Calcareous Slope 8- 12” P.Z.; R029XY014NV.    Nine subpopulations of Tiehm’s buckwheat, a BLM-sensitive-species plant which was listed as an endangered species by the USFWS in December 2022, were mapped within the project area (Figure 13-3). Subpopulation 8 consists of just a single individual. The total number of plants was estimated to be 43,921, during the 2019 field investigation. Collectively, the subpopulations occupy approximately 10 acres. The distribution of plant size classes indicates a stable demographic structure across all subpopulations. The collected seeds were 16% viable. Genetic analysis indicated a small degree of genetic distinction between Tiehm’s buckwheat and the three other buckwheat species sampled. No other BLM sensitive species or USFWS endangered species plants were observed within the Mine Permit Boundary.    No pygmy rabbits or pygmy rabbit signs (i.e., burrows, scat, tracks, dust baths, runways) were found in the project area. No potential pygmy rabbit habitat is present within the Mine Permit Boundary.    No burrowing owls responded to the broadcast calls. No burrowing owls or their signs (i.e., pellets, feathers, whitewash, scat, and tracks) were observed in the project area. Potentially suitable nesting habitat is present in the lower elevations of the westernmost portion of the project area, primarily below 6,000 feet in elevation.    No springsnails, a Nevada Natural Heritage Program at-risk species, were present in the springs within the project area.    A total of seven BLM sensitive species were observed during the general wildlife survey: Brewer’s sparrow; loggerhead shrike; pinyon jay; juniper titmouse; long-nosed leopard lizard; desert horned lizard; and bighorn sheep. Golden eagles were observed during the aerial raptor survey.    Nine species of bats were recorded within the project area, all which are BLM sensitive species. The project area provides both foraging and day-roosting habitat for bats. The springs and associated riparian vegetation within 0.25-miles of the project area provide sources of water and concentrated foraging.    One active golden eagle nest and 21 unoccupied nests were recorded within the 10-mile (16.1-km) buffer surrounding the project area. No other raptor nests were active within 1 mile (1.6 km) of the Mine Permit Boundary.    No species or habitat protected under the Endangered Species Act were present within the Mine Permit Boundary at the time of the field investigation. However, in December 2022 the USFWS listed Tiehm’s buckwheat as an endangered species and designated critical habitat for the species, which is within the Mine Permit Boundary. Areas occupied by Tiehm’s buckwheat and the area proposed for critical habitat designation are a relatively small portion of the currently delineated reserves and the inferred resources areas.    The SWReGAP vegetation communities within the access road right-of-way (ROW) were field verified and reclassified as three vegetation communities: Inter-Mountain Basins Mixed Salt Desert Scrub; Inter-Mountain Basins Greasewood Flat; and North American Arid West Emergent Marsh. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS          17-5  The NRCS ecological sites were field verified as mapped in the access road ROW.  One BLM sensitive species plant was recorded in the access road ROW: Sand cholla.  One noxious weed species was recorded in the access road ROW: Saltcedar.  A total of six BLM sensitive species were observed during the general wildlife survey in the access road ROW: Brewer’s sparrow; loggerhead shrike; Merriam’s kangaroo rat; pale kangaroo mouse; desert horned lizard; and long-nosed leopard lizard.      Five pale kangaroo mice were captured in 160 trap nights in the access road ROW.  No species or habitat protected under the ESA are present within the access road ROW.  17.1.5 Archaeological and Paleontological Studies  EMS completed a Class III cultural resources inventory and report of 5,034 acres for the Project. The cultural direct area of potential effect (APE) for the Project is defined as a 4,577-acre area on land administered by the BLM. Within the Direct APE, a total of 103 archaeological sites have been identified as follows:        Ninety-one are recommended as not eligible for listing on the National Register of Historic Places (NRHP).  One is recommended as unevaluated for listing on the NRHP pending subsurface testing.  Eleven sites are recommended as eligible for listing on the NRHP under Criterion D.  A cultural resources inventory for the access road is currently in progress. All cultural resource inventories are submitted directly to BLM and the State Historic Preservation Office in a sealed document.  The paleontological resource survey and report includes a study area consisting of a 7-square-mile (i.e., project development area) on the west side of Rhyolite Ridge. Also studied was the formerly proposed power line route extending west from the town of Silver Peak to Cave Spring (largely following the route of Coyote Road); however, a power line is no longer in the Project scope.  The survey consisted of the following:      In-office review of published literature and mapping in the study area.  Records search for unpublished fossil locations using various museum collection databases and reports submitted to the BLM.    Five-day field survey to verify mapped lithology and identify localities likely to yield fossils.  The following summarizes major finding of the paleontological resource survey:    Six fossiliferous units exhibiting potential paleontological significance were identified within the study area including: Wyman Formation; Campito Formation; Poleta Formation; Harkless Formation; Mule Spring Limestone; and Esmeralda Formation and equivalents, which contains Tertiary Sedimentary (TS) units 3-6.    One fossil locality of significance was located along what was the Project’s formerly proposed power line route and it occurs in outcrops on the south side of Coyote Road, just outside Silver Peak at mile 3.9. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS    17-6  Several small pieces of wood were observed during the project development area transects, but the wood occurrence is of fairly low density; no large concentrations were observed that may be indicative of a larger log weathering out.    No vertebrate fragments were found in the project activities area during the field survey on any of the transects through the surveyed localities TS3, TS4, and TS6.    Several possible fossil imprints were observed in pebbly sandstone at TS3 Locality #3 transect, but it was not clear if these were the molds of mollusks, or if they were weathered out mud rip-up clasts.    No beds were observed that were facies equivalent to the coal bearing lithology found in the Coaldale area, bearing abundant fossil floras.    No high density fossil localities were encountered in the project activities area during the various transects through the Esmeralda equivalent units at surveyed localities TS3, TS4, and TS6.    The Cambrian Locality H3 has some beds of limestone with well-preserved marine invertebrates, including archaeocyathids; however, there are better exposures of these same units, just north of the Project area, from which a high density of fossils has been reported.  17.1.6 Geochemistry  A geochemistry study was conducted by HGL in 2020 with results presented in the geochemical characterization report. In completing this study, HGL assess the acid rock drainage (ARD) and metals leaching (ML) potential of all major lithologic units within the project area. The main objectives of this study involved:    Evaluating the potential for ARD, ML, and salinity generation from overburden, ore, and residual process materials.            Understanding mineral composition and geochemical controls on water quality.  Providing baseline geochemical data to support permit requirements.  Supporting quarry design and closure planning.  Evaluating potential impacts from the Project and associated protection measured (if necessary).  Providing information to support geochemical models and evaluations for water quality predictions.  Overburden and ore samples were collected from existing exploration drill core and were geochemically analyzed to characterize the potential of these materials to generate acidic drainage or to leach metals. Geochemical characterization was performed based on regulatory guidance documents published by the NDEP and the Nevada BLM. Testing included acid-base accounting (ABA); net acid generation pH; short-term leach testing by meteoric water mobility procedure; bulk elemental content; X-ray diffraction; optical mineralogy; and humidity cell testing (HCT).  The following summarizes the findings from the geochemical characterization program:      Testing was completed for 14 different overburden lithological units and one ore lithological unit.  The overburden and ore samples and lithological units had a range of ABA (acid-base accounting) and metals leaching characteristics. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS    17-7  The clay and carbonate marl units (such as L6, M4, M5, and Lsi lithological units) generally have significant acid neutralization potential (ANP).    Other units have some acid generating potential, such as the Tbx, while several units have variable ABA characteristics, such as the gritstones (G4, G5, G6, and G7) and mixed lacustrine units (S3 and S5).    Materials predicted to be acid generating by static ABA testing developed acidic conditions relatively quickly in the HCT program.    Most materials have the potential for leaching elevated TDS and metals that are mobile at alkaline pH values, particularly arsenic and antimony.      Process materials tested included samples of spent ore, sulphate salt residues, and neutralization filter cake.  The spent ore sample contained residual acidity, with associated ML, through the acidity and ML flushed from the sample over the long-term in the humidity cell test.      The sulphate salt residue sample was acidic, releasing elevated concentrations of TDS and metals.  The neutralization filter cake material sample was classified as non-potentially acid generating and contained some ANP, though it also had potential to leach elevated concentrations of TDS, aluminium, boron, and lithium.  In 2023, Piteau commenced an update of the geochemical characterization to address changes to the mine plan in the July 2022 Mine Plan of Operations. This update is currently ongoing.  17.1.7 Socioeconomic Study  The socioeconomic baseline report was prepared by NewFields and evaluated a study area included Esmeralda, Mineral, and Nye counties in Nevada and Inyo County in California. The main objective of this investigation was to describe the socioeconomic characteristics and conditions in the study area. Socioeconomic data from various state and federal agencies (i.e., Nevada Department of Taxation and U.S. Department of Commerce Census Bureau) were reviewed to characterize and describe current social, economic, and environmental justice conditions in the study area.  The following summarizes the major findings of the socioeconomic baseline report:    In 2018, Nye County was ranked 7th out of 16 as the most populous county in the state (45,346 people), Mineral County ranked 14th (4,514 people) and Esmeralda County ranked 16th (826), the least populated county in the state. Inyo County with 17,987 residents in 2018 ranked 52nd out of 58 in California in population size.    In 2017, the four-county study area collectively provided 1,561 jobs in the natural resources and mining sector, which includes the subcategories of agriculture, forestry, fishing, and hunting in addition to mining, quarrying, and oil and gas extraction.    Of the four counties within the study area, Nye County had the largest workforce participation in the natural resources and mining sector with 1,231 total jobs followed by Esmeralda County with 177 jobs and Inyo County with 85 jobs. Mineral County had the smallest workforce in the sector with 68 jobs, all in the mining subsector. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS    17-8  As of April 2019, the state of Nevada had an average unemployment rate of 3.6%, slightly lower than the state of California at 3.9%. Esmeralda County had the lowest unemployment rate within the study area (2.7%) followed by Inyo County with 3.6%. Mineral County had an unemployment rate of 4.0% and Nye County had the highest rate with 4.9%.    In 2017, the natural resources and mining sector had the highest average annual wage in Nevada at  $84,990 followed by unclassified employment ($70,434), information services ($67,447), and financial activities ($65,515). Nye County had the highest average annual wage at $51,056 within the study area,  followed by Esmeralda County ($49,227), Mineral County ($48,083), and Inyo County ($43,605). The average annual wage within the state of Nevada was $49,281.    In 2017, a majority of commuters in the study area travelled fewer than 10 minutes to work, generally consistent with average commute times in Nevada. Nye County commuters spent a mean time of over 23 minutes travelling to work.    Esmeralda County had the highest percentage of high school graduates (90.3%) in 2017. Inyo County had the second highest percentage of graduates at 88.6%, followed by Mineral County at 86.3%. Nye County had a graduate rate of 85.2%, which was similar to the average for Nevada (85.8%) for the period.    In 2017, the median age of construction for housing stock in Nevada was 25 years old (constructed in 1994). Inyo County had the oldest housing within the study area with a median age of 46 years old (constructed in 1973). Nye County had the largest number of vacant housing units (4,271 units), followed by Inyo County (1,500 units), Mineral County (911 units), and Esmeralda County (498 units).    The median rent for housing in Nevada was $1,017 per month in 2017. Rental costs were lower in study area counties than Nevada with Inyo County at $875 per month, Nye County at $792 per month, Mineral County at $518 per month, and Esmeralda County, the lowest, at $497 per month.    Nye County and Esmeralda County are the two primary local governmental entities with jurisdiction proximal to the project area. Tonopah (Nye County) and Goldfield (Esmeralda County) are unincorporated towns overseen by their respective county commissioners.    A community health nurse’s clinic also provides services to the area under the support of the Nevada Division of Public and Behavioral Health. There are no medical facilities in Esmeralda County.    Law enforcement, detention, and emergency dispatch services for the Tonopah area are provided by the Nye County sheriff’s office, which has three command centers: North Area Command in Tonopah, Central Area in Beatty, and South Area in Pahrump.    The Esmeralda County sheriff’s office is based in Goldfield with a staff of 11 sworn officers and 5 support personnel, and Mineral County sheriff’s office is in Hawthorne.    The violent crime rate for Nevada state in 2017 was 5.8 crimes per 1,000 persons. The number of crimes among study area counties most notably coincides with population size. Inyo County had the highest rate of violent crime with 4.6 crimes per 1,000 persons, followed by Nye County with 1.4 crimes per 1,000 persons. Esmeralda County and Mineral County both had zero violent crimes for the same period.    Tonopah and Goldfield have volunteer fire departments with good quality equipment, facilities, and training. Esmeralda County has an 8-member volunteer fire department with 1 engine and 1 rescue vehicle in 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Goldfield. Additional volunteers and equipment are in Silver Peak (7 volunteers) and Gold Point (4 volunteers). The volunteer fire departments in both counties also are the primary provider of emergency medical and ambulance transport services. Air ambulance services are available to the area when needed. The Fish Lake Valley area has a volunteer fire department and fire chief in Dyer.  17-9    BLM and the Nevada Division of Forestry have the primary responsibility for fighting wildland fires on public lands.    Esmeralda County had the highest percentage of white/non-Hispanic population (89.9%) followed by Nye County (82.9%), Inyo County (80.7%), and Mineral County (61.8%).    Mineral County had the highest American Indian population with 26.4%, followed by Inyo County (11.5%) and Nye County (1.7%). Esmeralda County data for this ethnicity group was considered unreliable for the reporting period.    Mineral County had the highest percentage of people below the poverty level at 20.3%, but this estimate had low reliability for the period. Nye County had the next highest percentage of people below the poverty threshold at 17.3%. Esmeralda County data for this population parameter was also qualified as low reliability for the period. Inyo County had 10.2% of people in poverty for the same period.    Low-income environmental justice populations are present in the study area. Mineral County had the highest percentage of people below the poverty level at 20.3%, but this estimate had low reliability for the period.  Nye County had the next highest percentage of people below the poverty threshold at 17.3%. Esmeralda Count data for this population parameter was also qualified as low reliability for the period. Inyo County had 10.2% of people in poverty for the same period.    Minority environmental justice populations are present in the study area. Esmeralda County had the highest percentage of white/non-Hispanic population (89.9%) followed by Nye County (82.9%), Inyo County (80.7%), and Mineral County (61.8%).    American Indian environmental justice population is present in the study area. Mineral County had the highest American Indian population with 26.4%, followed by Inyo County (11.5%) and Nye County (1.7%).  Social and community impacts associated with development of the Project are being considered and will be evaluated in accordance with NEPA and other federal laws. Potential impacts are generally restricted to the existing population, including changes in demographics, income, employment, local economy, public finance, housing, community facilities, and community services. Potentially affected Native American tribes and tribal organization are being consulted during the preparation of all plans to advise them of project components that may have an effect on cultural sites, resources, and traditional activities.  At this time, no known social or community issues or impacts will have a material impact on ioneer’s ability to extract mineral resources. Identified socioeconomic issues (employment, payroll, services and supply purchases, and state and local tax payments) are anticipated to be positive and enhance the lifestyles of the local citizenry. Logistical considerations such as housing and transportation are currently being evaluated and discussed by ioneer in coordination with local community members.  In terms of employment opportunities, ioneer estimates a total of 400 to 500 persons will be employed either directly through ioneer or through its contractors to construct the project. This includes a mix of skilled workers as well as management personnel. While the mine is operating, ioneer estimates (at report date) an initial staff of 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  approximately 275 workers evolving to approximately 355 persons will be employed, including a similar mix of skilled workers plus several management personnel. Many other jobs are expected indirectly, as a result of the project, providing goods and services beyond those created through direct employment with ioneer and its contractors.  Several revenue streams would likely be realized by Esmeralda County through various taxes levied directly and indirectly by federal, state, and local governmental entities. These revenue sources include: (1) sales and use taxes; (2) property taxes; (3) employment wage taxes; (4) fees and transfer payments; and (5) other taxes associated with local, regional, state and national project purchases. The majority of the tax revenue to the county, however, would be associated with a Net Proceeds of Minerals tax. Other nearby communities (i.e., Tonopah in Nye County) would also realize financial benefits from the project through increased commerce and related tax revenues.  ioneer envisions preparing and implementing a community enhancement plan before project development. Such a plan will be developed with input received from community and county management teams and other stakeholders to identify potential preemptive development actions that the ioneer would implement to address any issues identified due to influx of construction and operations phase employees. Planning components may include a focus on alleviating any impacts to schools, medical facilities, utilities, landfills, emergency response services (ambulance, fire, etc.), roads, law enforcement, and community welfare systems, among other factors important to local communities with respect to project development, operations, and closure. Funding for execution of the community plan would ultimately be in the form of taxes paid by ioneer to county and state entities with responsibility for such improvements.  17.1.8 Baseline Water Quality and Water Quantity Study  An aquatic resources delineation report was completed by Stantec in 2019 and includes an evaluation of a study area (approximately 8,403 acres) which starts in the northern portion of Fish Lake Valley, heads southeast into the Silver Peak Range along Nevada State Route 264, is bounded along its eastern edge by Rhyolite Ridge and includes land within the project area. The main objectives of this study were as follows:  17-10    Determining whether drainage features meet the requirements to be considered waters of the United States (WOTUS).        Determining the ordinary high water mark (OHWM) of drainages within the survey areas.  Determining wetland occurrence in the survey area.  Mapping aquatic features to the U.S. Army Corps of Engineers (USACE) current mapping standard.  The investigation consisted of the following:    Pre-field assessment of available resources (i.e., topographic maps and aerial photographs) and federal databases (i.e., U.S. Fish and Wildlife Service (USFWS) National Wetlands Inventory and USGS National Hydrography Dataset) for indications of stream channels and potential wetlands.    Field delineation survey, performed during the growing season (between August 15 and 23, 2019) to document and verify aquatic resource boundaries within the study area. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  The following summarizes the major findings of the aquatic resources delineation report:  17-11    Springs are a contributor to the hydrology in the study area and are the origin for the channel flow of many drainages.    Drainages within the eastern part of the study area originate in the Silver Peak Range with one primary channel flowing in a northwest direction toward Fish Lake Valley. This channel has numerous tributaries which all flow toward Fish Lake Valley.    The channels on the eastern part of the study area flow from the adjacent hills in a south-eastern direction toward Fish Lake Valley and there is a wetland complex in the middle of the study area.        Not all channels identified during the pre-field analysis exhibited signs of OHWM during the field visit.  Seven perennial drainages with bed and bank characteristics were identified in the study area.  Six of the perennial drainages are associated with springs and quickly terminate due to infiltration, evaporation, and evapotranspiration.    Chiatovich Creek, one of the perennial drainages, flows east from the White Mountains to the west of the study area and is largely intercepted by agricultural water withdrawals near the western portion of the study area.    140 ephemeral drainages with bed and bank characteristics were identified in the study area. The majority start as headwaters in the Silver Peak Range, consolidating into larger drainages flowing generally to the northwest, and eventually terminating in Fish Lake Valley.    Swales, gullies, or small washes occur within the study area; however, these features are characterized by low volume, infrequent, short duration flows, and do not exhibit OHWM characteristics.    Three wetlands (i.e., Wetland 1 through 3) were identified in the study area and are associated with spring systems.    Wetland 1 is a large emergent wetland complex (approximately 161.71 acres) with several springs on its western edge. These springs form drainages through the wetland.    Water flows downgradient from Wetland 1 and forms a seasonal pond along its eastern boundary, characterized as Wetland 2. Using the Cowardin classification system, Wetland 2 is defined as a Palustrine, Unconsolidated Shore, Seasonally Flooded wetland and is approximately 62.42 acres in size.    Wetland 3 is an emergent wetland supported by water output from the Fish Lake Valley Hot Well. Only a small portion of the wetland (approximately 0.27 acres) is within the study area, where it is approximately 100 feet wide. Outside the study area, the wetland spreads out before connecting to a large ephemeral stream.    The wetlands and drainages in the study area are all isolated waters or tributaries to the Fish Lake Valley, which itself is an isolated basin.    No wetlands and/or drainages identified are anticipated to be jurisdictional and subject to Section 404 Clean Water Act permitting. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS    17-12  The delineation found no apparent interstate or foreign commerce connection with the aquatic resources and no jurisdictional waters with a significant nexus to a Traditional Navigable Water within the study area.  The surface water resources baseline report was prepared by NewFields in 2020 encompassing the following study area:      Land within the Project area and immediately adjacent to and downstream of Project components.  Land within a 5-mile (8.0-kilometer) radius of the Project area.  The following summarizes the major findings and aspects of the surface water resources baseline report and addendum:    Climate in the study area is typical of the southwestern part of the Great Basin. Precipitation occurs mainly in the spring as rainfall, with minor snowfall during the winter.    Temperatures vary widely with the lowest and highest temperatures occurring in January and July, respectively. Mean annual temperature for the area is 51.6°F.    In the Fish Lake Basin, the primary source of water comes in the form of precipitation, with November being the heaviest month.      Evaporation rates follow the trend of temperature with highest rates in summer and lowest rates in winter.  The study area lies within the Fish Lake Valley Hydrographic Basin (10-117), Central Hydrographic Region (Figure 13-9 above). It is approximately 451,840 acres and is considered a closed basin (i.e., a basin that normally retains water and allows no outflow to other external bodies of water, for example as rivers or oceans, but instead converges into lakes or swamps, permanent or seasonal, that equilibrate through evaporation). The project area is located mostly in Hydrologic Unit Code (HUC) sub-watershed (HUC 12) 160600101203, with a minor portion in 160600101202.    The majority of drainages in the study area and access road are ephemeral, flowing only in direct response to snowmelt and significant rain events.    Storm water and snowmelt in the project area and addendum study area drain west to Fish Lake Valley, with channels generally terminating in the valley bottom with any surface water flow evaporated or infiltrated into the valley bottom.    No perennial streams are located within the project area; however, a short lower reach of one perennial stream (Chiatovich Creek) flows eastward into Fish Lake Valley in the west end of the study area.    One intermittent stream was identified by Nevada Division of Water Resources and extents northwest from Cave Spring and the Silver Peak Range. This intermittent stream parallels the Cave Spring Road and runs centrally through the project area.    Results of a seep and spring survey indicate that one spring or seep is within the southwestern portion of the project area.    Results of the wetland and WOTUS survey determined that there are three wetlands in the study area, none of which are within the project area boundary. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS    17-13  The delineation found no apparent interstate or foreign commerce connection with the aquatic resources and no jurisdictional waters with a significant nexus to traditional navigable waters within the survey area. The wetlands and drainages in the survey area are all isolated waters or tributaries to the Fish Lake Valley, itself an isolated basin. Therefore, all drainages in the study area are anticipated to be considered non- jurisdictional by the USACE.    Six stockwater rights and points of diversion exist within or near the study area, all which are from springs. Of these, one spring-fed stockwater right exists within the project area. Two other deeded springs lie immediately outside the project area boundary.    ioneer has secured water rights from owners in the Fish Lake Valley, either through leases or options to purchase. The process to transfer these rights to the project area will commence once a viable supply source is proven.    The access road lies within the Fish Lake Valley Hydrographic Basin (10-117), Central Hydrographic Region. The corridor is located mostly in HUC sub-watershed (HUC 12) 160600101300 with the very eastern portion in 160600101203.    Two perennial streams are located within the access road. A short reach of one perennial stream (Chiatovich Creek) flows eastward into Fish Lake Valley and is present near the west end of the access road. The other perennial stream (Drainage 14) is a channelized stream which is fed by the Fish Lake Valley Hot Well (Hot Box) and supports Wetland 3.    Swales, gullies, or small washes also occur within access road study area but are ephemeral and are characterized by low volume, infrequent, and short duration flows; none exhibited OHWM characteristics.      No springs or seeps were identified within the access road study area.  One wetland (Wetland 3) was identified within the access road study area. Wetland 3 is an emergent wetland supported by water output from the Fish Lake Valley Hot Springs.    All wetlands and drainages identified in the access road are isolated waters or tributaries to the Fish Lake Valley. All drainages in the access road study area are anticipated to be considered non-jurisdictional by the USACE.    There are no points of diversion associated with water rights for irrigation within the access road; however, points of diversion from Chiatovich Creek are located just outside of the corridor.  17.2 Requirements and Plans for Waste and Tailings Disposal, Site Monitoring, and Water Management during Operations and After Mine Closure  A design report for the SOSF and associated infrastructure was prepared in support of Project development. During operations, run-of-quarry ore will be crushed and vat-leached. As a result, byproducts including spent ore, sulphate salts, and precipitation filter cake will be generated from this leaching and mineral extraction process.  These byproducts, referred to generally as composite spent ore material, will be transported to the SOSF for disposal. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Effluents  The SOSF is designed to be a zero-discharge facility and incorporates the necessary drainage and collection systems as part of the containment design.  Waste Management  Wastes will be generated during operations associated with the Project. These will include tires, lubricants, diesel fuel, oil, oily water, containers and drums, sewage, solid waste, certain chemicals, discarded personal protective equipment, and medical waste. ioneer has developed a project waste management plan that will guide how such discarded products will be handled. The current plan for the Project has been designed to allow 80% of all waste generated to be recycled, significantly reducing the volume of waste materials. Residual non-hazardous solid waste will be disposed of in the Esmeralda County landfill located near Goldfield (Nevada). ioneer is considering an agreement with Esmeralda County to further expand and maintain the existing landfill to accommodate additional input from the Project.  Any soil and other unconsolidated earther material that becomes impacted by releases of various types of standard hydrocarbons (i.e., fuels, motor oil) because of unplanned releases and/or accidents will be transported to an appropriately licensed facility or otherwise remediated in an appropriate manner, as authorized by NDEP and directed through implementation of a management plan.  The expected minimal amount of hazardous and medical waste resulting from operations will be containerized and transported in accordance with the Project waste management plan. These materials will be sent to an appropriate disposal or recycling site, operated in accordance with any Nevada state requirements.  Air Quality  The Nevada Bureau of Air Pollution Control requires an Air Quality Permit to construct and operate a mine in the State. Air quality will be maintained using state-approved environmentally compatible methods of dust control and air emissions monitoring from the mine lab will be monitored to make certain that they meet air quality guidelines defined in the environmental design criteria.  Surface and Groundwater Quality  Stormwater controls have been designed to route upgradient runoff (non-contact water) around the proposed SOSF infrastructure and to accommodate and contain on-site runoff (contact water) from design storm events. The intent of the stormwater controls is as follows:  17-14    Divert non-contact water (i.e., water that has not come in contact with disturbed ground or composite materials) around the SOSF and discharge to downstream water courses.    Convey sediment-laden runoff, as necessary, to sediment collection basins prior to discharging to downstream water courses. It is anticipated that the flows from the South Diversion Channel could result in minor erosion to the overburden on the native slopes at this outlet. A Sediment Basin has been designed to capture all runoff from the South Diversion Channel and slowly release it to the natural drainage through perforated riser pipe.    Contain precipitation from a design storm event that has come in contact with composite materials. During operations, runoff from the SOSF will be contained within the lined SOSF area. Flow will be directed to the underdrain system and toward the outlet of the SOSF. Under normal operations, stormwater will be routed to the Underdrain Pond. If a storm produces more runoff than the underdrain collection piping can handle, 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  contact stormwater will overflow the SOSF outlet berm into the lined underdrain collection outlet channel, where it will be directed to the Underdrain Pond.  Utilizing the National Oceanic and Atmospheric Administration (NOAA) Atlas 14 Point Precipitation Frequency Estimates website, precipitation data from frequency storm events for the Project were obtained for design purposes and are presented in Table 17.2.  Table 17.2: Design Storm Events (24-hour Duration)  17-15  Source: Rhyolite Ridge Spent Ore Storage Facility Engineering Design Report  Note: A mine location corresponding to the center of Spent Ore Storage Facility (SOSF) was used for storm estimates (Latitude: 37.92°N, Longitude: 117.89°)  Hydrologic and hydraulic calculations were performed to establish design peak flows, runoff volumes, channel capacities, minimum channel dimensions, and slopes required to pass the design peak flows from up-gradient watersheds that will be diverted around the SOSF.  Tailings Management and Monitoring  A network of VWPs is included with the SOSF design to allow monitoring of phreatic levels within the facility. Piezometers will be installed beneath the primary structural zone as well as the interior of the SOSF. The instruments will be installed within the overliner material and are spaced equally between adjacent pipes of the solution collection system. The instruments will be routed with armored cables to a data collection system mounted between the SOSF and the underdrain pond. The data collection system will record phreatic levels within the facility and allow for manual downloading of the data by operations.  Tailings and Process Water Containment, Management, and Treatment  The entire SOSF will be lined with an 80-mil HDPE double-side textured (DST) geomembrane for fluid containment. Prior to construction, existing vegetation will be stripped from the footprint to expose a firm and non- yielding surface. The existing ground within the SOSF consists of sparse to moderate cover of grassland communities, greasewood, sagebrush, and silver cholla cacti. The depth of stripping is expected to be approximately six inches on average with some deeper-rooted vegetation in select locations. Growth media that is encountered during stripping will be stockpiled and reserved for future reclamation work.  The HDPE geomembrane will be textured on both sides (DST) to increase the frictional resistance between the underlying liner bedding and overlying overliner material. To assure quality, geomembrane materials will be subjected to manufacturer quality control (MQC) testing at the time of production, as well as conformance testing performed by a third-party laboratory. During installation, the liner will be subjected to a strict QA/QC testing and inspection program as outlined in the Technical Specifications. The QA/QC program will be implemented to make certain that the geomembrane is installed according to the manufacturer’s recommendations, to monitor the integrity of the seams and assure that the minimum thickness of the overlying cover materials (overliner) is maintained).  Recurrence Interval  Precipitation Depth  Years  inches  mm  2  1.29  32.8  25  2.62  66.5  100  3.46  87.9  500  4.55  115.6 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Drainage of solution and meteoric water from the composite material will be collected in the drainage system at the base of the SOF and gravity drain to the underdrain pond. The solution collection systems includes a drainage medium consisting of a sand and gravel mixture (referred to as overliner) with a network of perforated piping.  An underdrain collection piping system was incorporated into the SOSF design to facilitate collection and drainage of solution from the overlying composite materials. Solution will be directed from a herringbone 4-inch diameter tertiary collection piping to 8-inch diameter perforated secondary collection header pipes. The tertiary piping will be placed at 15-foot spacing. The 8-inch diameter pipes will then discharge into a 12-inch diameter primary collection header located along the northwest edge of the facility, at the downstream edge of the buttress zone.  The perforated 8-inch and 12-inch diameter chlorinated corrugated polyethylene (CPE) pipes will be installed with drainage aggregate placed around the pipes. The drainage aggregate will consist of a material that is slightly coarser and more permeable than the overliner to enhance drainage. The maximum particle size of the drainage aggregate will be limited in accordance with the Technical Specifications to avoid placing larger sized rock particles against the geomembrane that could potentially cause damage.  All flow from the primary collection headers will gravity drain to the outlet of the SOSF, where they will connect to two 12-inch diameter solid HDPE pipes. The solid HDPE pipes will extend through the SOSF outlet berm that is located at the inlet of the underdrain collection outlet channel. Captured solution will gravity drain through the HDPE pipes and will discharge into the underdrain pond.  All of the solution collection pipes have been sized to handle draindown flows from the composite material. Laboratory testing by KCA estimated that the long-term draindown flows are approximately 9.1 by 10-8 cubic feet per second per square foot, which equates to a total flow of approximately 240 gpm over the ultimate SOSF area. Solution collection piping are based on the pipe flowing 50% full (or less) to account for potential pipe deformation, some sedimentation build up in the pipes, and to handle flows from precipitation and storm events.  The underdrain pond has been sized to contain (1) residual draindown flow, (2) direct precipitation runoff from the SOSF, and (3) direct precipitation on the pond from a 100-year 24-hour storm event. The pond will be double- lined with a leak detection system (LDS) located between the primary and secondary liners. Water collected in the underdrain pond will be trucked to the processing facilities, where it will be consumed through operational uses.  The underdrain pond will be located to the north-northwest of the SOSF and has crest dimensions of 280 feet by 435 feet (85.3 meters by 132.6 meters), with an approximate depth of 20 feet (6.1 meters). The bottom of the underdrain pond slopes at a minimum of 1 percent toward the leak detection and pumpback system sumps. Water collected in the underdrain pond will be trucked to the process facilities, where it will be consumed for operational uses. The underdrain pond sizing is designed based on storing the following:  17-16            An operating inventory equal to 24-hours of solution flow at steady state.  24-hours of drain down storage (power loss).  Runoff from the SOSF resulting from the 100-year, 24-hour storm event.  Direct precipitation from the 100-year, 24-hour storm event on the pond surface.  3 feet of freeboard.  Runoff was calculated for each phase of the SOSF, and it was determined that the highest runoff potential occurs when Phase 1 is newly constructed and has not yet been loaded with composite material. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 17.3: Summary of Underdrain Pond Storage Requirements  17-17  Source: Rhyolite Ridge Spent Ore Storage Facility Engineering Design Report Note:  Assuming a drain down rate of 237 gallons per minute (gpm) for the entire footprint  Assumes that no material has been placed on the SOSF  Assumes entire Phase 1 area is constructed but has not been loaded  Calculated based on a 100-year, 24-hour storm event (3.46 inches)  Design criteria for the stormwater diversion channels, culverts, and sediment collection ponds are summarized in Table 17.4.  Table 17.4: Summary of Stormwater Management Design Criteria  Source: Rhyolite Ridge Spent Ore Storage Facility Engineering Design Report Note: hr=hour, yr = year, 100-year, 24-hour storm event (3.46 inches)  Permitting Requirements  ioneer has secured a number of critical permits for the Project and is in the process of securing other critical permits to advance the overall Project, particularly those required by:  Bureau of Land Management (BLM) of the U.S. Department of Interior – Plan of Operation and State of Nevada, Bureau of Mining Regulation and Reclamation (BMRR) – Nevada Reclamation Permit application was submitted to both agencies and the BLM determined the application complete on August 26, 2020. The amended version of the application was submitted to the BLM and MRR in July 2022.    State of Nevada, BMRR – Water Pollution Control Permit (WPCP) (required to construct, operate, and close a mining facility) was obtained on July 1, 2021 (NVN-2020107)  Description  Volume (Gallons)  Operating Inventory (24 hours of steady state flow)  341,800  Draindown from a 24-hour power outage1  341,800  Runoff from composite material areas2  0  Runoff from exposed linera areas3  8,651,510  Direct precipitation4  282,560  Total Storage Requirement  9,617,670  Description  Configuration  Comment  Stormwater Diversion Channels  Storm Event for depth sizing  100-year, 24-hr Peak Runoff  Storm Even for erosion control design  100-year, 24-hr Peak Runoff  Freeboard  1 foot  500-year storm event will be contained  within the freeboard depth  Erosion protection  Riprap  As required for high velocity flows  Culverts  Storm event for size requirements  100-year, 24-hr Peak Runoff  Diameter requirement  As Required  Material type  CMP or CPEP  Maximum headwater  1.5:1 HW/D  Sediment Collection Ponds  Spillway storm even  100-year, 24-hr Peak Runoff  Impacted construction runoff 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS    17-18  State of Nevada, Bureau of Air Pollution Control – Air Quality Permit was obtained on June 14, 2021 (AP1099-4256)  Ultimately, the BLM permitting process will require compliance with the National Environmental Policy Act (NEPA). Preparation of all other permits, including state and local listed in Table 17.5, are also in progress with various applications expected to be submitted in 2022.  The NEPA requirements include the following:    Baseline reports – Baseline reports for applicable resources in the Project area and associated field work are complete for 14 different resource areas of the Rhyolite Ridge Project (e.g., air quality, biology, cultural resources, groundwater, recreation, socioeconomics, soils, and rangelands.    Mine Plan of Operations – The Mine Plan of Operations, required by the BLM, includes measures to be implemented to prevent unnecessary or undue degradation of public lands by operations authorized under the Mining Act (1872). It describes all aspects of the Project including construction, operations, reclamation, and environmental protection measures. The Mine Plan of Operations was submitted to the BLM in July 2020 and an amended version in July 2022. The BLM’s determination that the MPO is administratively complete triggers the environmental review process under NEPA and the BLM has determined that an Environmental Impact Statement (EIS) pathway will be followed.  The NEPA process will be guided by recently implemented requirement in the NEPA regulations under 40 CFR 1500 and other U.S. Department of Interior guidance, as well as BLM Battle Mountain District Instruction which streamline the overall environmental review and permitting process. The BLM selected a third-party EIS contractor in September of 2020. That contractor has commenced preliminary NEPA work for the BLM, including assessing the adequacy of the baseline data for use in the EIS. The BLM published the Notice of Intent to prepare an EIS in December 2022.  ioneer has focused its efforts to date on preparing permits for the initial Stage 1 Quarry. The development of the Stage 2 Quarry will require revisions to some of the Project permits and will need to be secured prior to quarry development. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 17.5: Rhyolite Ridge Project Permits Register (Fluor Enterprises Inc., 2020a)  17-19  Permit  Regulatory Agency  Above Ground Storage Tanks Permit  State Fire Marshall  Air Quality Permit to Construct and Operate  NDEP, Bureau of Air Pollution Control  Boiler and High-Pressure Vessels Operating Permit  State of Nevada Department of Business and Industry, Division of Industrial Relations, Mechanical Compliance Section  Certificate of Public Convenience and Necessity for Power Generation  Public Utilities Commission of Nevada  Dam Safety Permit  Nevada Division of Water Resources  Explosives Permit  US Department of Treasury, Bureau of Alcohol, Tobacco, Firearms, and Explosives  Fire and Life Safety  State Fire Marshall  Hazardous Materials Permit  State Fire Marshall  Hazardous Materials Storage Permit  Nevada Department of Public Safety, State Fire Marshall, and State Emergency Response Commission  Hazardous Waste Identification Number  US Environmental Protection Agency and NDEP, Bureau of Sustainable Materials Management  Hazardous Waste Management Permit  NDEP, Bureau of Waste Management  Industrial Artificial Pond Permit  Nevada Department of Wildlife, Habitat Division  Mine Identification Number Request  Mine Safety and Health Administration (MSHA)  Notice of Commencement of Mine Operations  MSHA  Notice of Commencement of Mine Operations  Nevada Department of Business Industry, Division of Industrial Relations, Mine Safety and Training Section  Mine Plan of Operations (MPO) and Record of Decision  BLM  Mine Registry  Nevada Division of Minerals  Notice of Dam Construction  Nevada Division of Water Resources  Permit to Appropriate Water  Nevada Division of Water Resources  Permit for Package Wastewater Treatment Plant1  NDEP, Bureau of Water Pollution Control  Public Water System Permit  NDEP, Bureau of Safe Drinking Water  Project Notification  Esmeralda County  Radio Communication Authorization  Federal Communications Commission (FCC)  Reclamation Permit  NDEP, Nevada Bureau of Mining Regulation and Reclamation (BMRR)  Road Maintenance Agreement  Esmeralda County Road Department  Septic System Permit1  Nevada Division of Public Health (Fallon)  WPCP  NDEP, BMRR  Note:  1. Permit may not be required depending upon final project design. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Plans, Negotiations, or Agreements with Local Individuals or Groups  Social and community impacts associated with development of the project are being considered and will be evaluated in accordance with NEPA and other federal laws. Potential impacts are generally restricted to the existing population, including changes in demographics, income, employment, local economy, public finance, housing, community facilities, and community services. Potentially affected Native American tribes and tribal organizations are being consulted during the preparation of all social plans to advise them of project aspects that may have an effect on cultural sites, resources, and traditional activities. At this time, no known social or community issues or impacts will have a material impact on ioneer’s ability to extract mineral resources.  Descriptions of any Commitments to Ensure Local Procurement and Hiring  Labor statistics and data suggest that Nevada may not have sufficient construction craft workers to sustain the labor needs should all scheduled work move forward. During the most recent recession, many trained construction workers left the state to find work elsewhere. According to labor trade organizations, the ability to staff quality construction workers is a risk to the project, as there are many opportunities in both regions. Many of the surrounding projects performing significant capital work rely on union contractors to staff projects. Additionally, projects in Central Nevada need to consider high turnover.  Because of this, the recommended labor posture for the project is a merit shop with all subcontracted work to be competitively bid by both union and non-union contracting companies. This allows contractors to pull from all available resources in the area and allows them to use internal resources to staff awarded packages. Due to the amount of work forecasted in the next 3 to 5 years, experienced specialty contractors may be in high demand. The recommended contractor type for this project is a larger, regional contractor who can handle multiple types of trades (i.e., civil, structural, mechanical, and piping). This limits the number of contractors’ onsite and reduces the risk of smaller ones who are unable to find and retain craft workers.  A similar picture exists for steady-state employees during the Rhyolite Ridge operations phase. The area is sparsely populated with a limited number of skilled process operations personnel, craftworkers, and equipment operators. Recruiting for permanent employees will take place locally as well as regionally.  Mine Closure Plans  The closure plan for the project is being prepared and will include preliminary details for the final closure of all facilities following the end of quarrying and processing activities. Closure will be conducted in accordance with Nevada Administrative Code (NAC 445A.398) and include the following:  17-20      Procedures for characterizing spent process materials as they are generated.  Procedures to stabilize all process components and estimated costs. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Process components are defined as a distinct portion of a constructed facility from which pollutants may be discharged. Regulations require that closure must assure that all sources of potential pollutants from primary project components are evaluated, as well as any resultant spent materials that will remain at the site.  Closure will be addressed for the primary process components of the Project as follows:  17-21                        Quarry  Processing plant  Spent ore storage facility (SOSF)  Overburden storage facilities (OSFs)  Roads  Water supply, storage, and distribution  Water containment systems (e.g., stormwater catchment systems and containment ponds)  Domestic and commercial waste  Fueling facility  Power supply and infrastructure  Growth media stockpile  During operations, and as closure approaches, spent materials will be evaluated to preclude the potential for pollutants from reclaimed sites to degrade the existing environment. Nevada Administrative Code requires a closure plant to stabilize all process components with an emphasis on stabilizing spent process materials (NAC 445A.398b).  The spent process materials associated with the Project are as follows:                  Quarry wall and floor rock  Meteoric water collected in quarry  Exposed quarry groundwater  Overburden materials  Meteoric runoff from overburden materials  Spent ore  Spent ore drainage  Meteoric runoff from spent ore 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  17.6.1 Design Basis – Closure  Closure activities will be conducted to standards required by the Nevada state (NAC 445A.433) and Nevada Reclamation Statue (NRS 519A). The reclaimed Project will result in zero discharge of process or contact water to waters of the state. All process components will be designed to withstand the runoff from a 500-year, 24-hour storm event. The fluid management system will be designed to be functional for 5 years after the projected operating life of the process component and permanent closure period.  Accordingly, closure and resultant reclamation will provide for the following:  17-22    Develop a recontouring plan that provides for resistance to erosion; geotechnically stable cross-section; and naturally appearing landform. The quarry, SOSF, and OSF will become permanent landforms and hence will change the appearance of the area. Closure activities are intended to allow for a reconfiguration of the land to support the pre-quarrying land use, including livestock grazing, wildlife habitat, and dispersed recreation.    Encapsulate any spent materials in order to limit infiltration while also providing storage and release of meteoric water from the encapsulating layer, with the intention of reducing the overall drainage from the facilities.      Assure that residual mine water is contained or addressed through a long-term passive system.  Cover the facilities with materials that are capable of generating clean runoff or storing water in the colder times of the year and removing water through evaporation and evapotranspiration during the warmer months.    Divert upstream drainage basins away from facilities to prevent potential intermixing of water with spent materials or erosion.    Establish revegetation in the area consistent with the natural area, which consists of sparse to moderate cover of grassland communities, greasewood, sagebrush, and silver cholla cacti.  Concurrent reclamation will be completed to the extent practical throughout the life of the project. A Final Plan for Permanent Closure (FPPC) will be submitted to NDEP-BMRR at least 2 years before the anticipated date of permanent closure. The FPPC will incorporate procedures, methods and schedules for stabilizing spent process materials based on information and experience gathered throughout the active life of the facility.  Closure Plan Details  The closure plan for Rhyolite Ridge Project will involve the closure activities for the Project’s components as described below.  Quarry  As defined in NAC 445A.429, open quarries, to the extent practical, will be free-draining or left in a manner that minimizes the impoundment of surface drainage and the potential for contaminants to be transported and degrade the waters of Nevada. For planned operations, it has been determined that it is not feasible to backfill the quarry; as such, it will remain open and a terminal lake will form.  For safety reasons, a barrier (berm) preventing access to the quarry and warning signs will be constructed prior to decommissioning of the quarry fence. An overland all-terrain vehicle (ATV) trail from the country road to the quarry will remain accessible for monitoring by project personnel if quarry lake monitoring is required. The ATV 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  trail to the quarry will be bermed and signed for safety and to prevent public access. In order to comply with NAC 519.315(3) (e) and BLM requirements, a safety berm will remain in place around the perimeter to safeguard again wildlife intrusion.  The reclamation of quarry wall slopes will be governed by engineering studies, conditions encountered during operations, and Mine Safety and Health Administration (MSHA) regulations and guidelines. Based on this information, a monitoring program may be implemented to include survey control points or electronic data collection. These tools may be used to monitor the quarry slope performance during operations and inform what may need to be carried out to stabilize the slopes (e.g., use short-haul, in-quarry waste to buttress slopes). The steepness of the quarry walls prohibits the reclamation practice of soil replacement. It is important to note that all material types in the quarry support vegetation growth.  Diversion features will continue to redirect run-on from upgradient of the quarry into natural drainages, to the extent practical. Stormwater diversions will be designed to withstand a 500-year, 24-hour storm event. This will promote long-term stability of the quarry by controlling run-on into these areas.  17.6.2.2 Processing Plant  The processing plant and all associated infrastructure will be decommissioned and removed from the site. This area will be regraded to blend into the surrounding area, covered with a growth medium, and revegetated by seeding with native species. The area will be similar to pre-existing condition in slope and contour. The closure procedure for the processing plant will include the following:  17-23    Structures – Structural steel, siding, insulation, roof trusses, cranes, doors, windows, framework, stairwells, etc. will be dismantled, demolished, or salvaged and moved offsite to a certified landfill or recycling facility as appropriate.    Building Foundations – Concrete footers will be broken in place and buried in place. A minimum of 3 feet of growth media will be placed over all concrete, and the area will be regraded, ripped, and seeded with an approved seed mixture.    Process Facilities and Equipment – All other process facilities and equipment will be dismantled and salvaged, recycled, or disposed of at a certified offsite disposal facility. All reagents will be consumed and/or properly disposed of. Following salvage of equipment and leftover process reagents, decontamination, demolition, and disposal activities, the process surface areas will be ripped, scarified, and then graded to create a natural final topographic relief. Benign waste materials will be shipped offsite with an approved solid waste vendor, and hazardous wastes will be taken to an appropriate offsite hazardous waste facility.  17.6.2.3 Spent Ore Storage Facility (SOSF)  A preliminary stabilization plan, based on data gathered to date along with science-based and field-verified closure methods typical for the area, has been created for the SOSF. Closure of this site will include:        Assuring a stable geometry where the spent materials remain within the geomembrane-lined footprint  Generating a grading plan that lends to a natural appearing topographical landform feature  Limiting infiltration into the spent ore stack, which in turn reduces drainage from the toe 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  To obtain these objectives, the following will be completed at closure of the SOSF:  17-24    Grading Plan. Stability analysis has been conducted on proposed cross-sections of the SOSF using geotechnical parameters developed from testing of proposed site materials and a general understanding of the site and operation. The geometry was based on stacking the materials with an overall side slope of 3H:1V to an ultimate height of 250 feet (76.2 meters). Similar analysis will be conducted well into the operations phase when the permanent closure plan is developed. Input parameters developed during the active operations phase will be used to determine the adequacy of the closure grading plan and confirm the long-term stability of the slopes.    The SOSF side slopes will be recontoured to remove the bench configuration. The final grading will be completed to create a variable slope angle with steeper gradients near the crest and flatter gradients near the toe. Some variability will be incorporated to add naturally appearing features, provide drainage courses, and create wildlife habitat areas. The top surface will be sloped to promote runoff and prevent ponding of meteoric water.    The stormwater management plan will include controls needed to reduce erosion and sediment transport. Surface runoff will be shed from the SOSF to the natural topography. Non-contact run-on surface flow upgradient of the SOSF will continue to be directed around the SOSF perimeter by a diversion channel and will be released to natural drainages. Stormwater diversions will be designed to withstand a 500-year, 24- hour storm event.    Cover System. The regraded surface will be covered with an evapotranspiration (ET) cover system composed of a mixture of onsite alluvium and low-permeability clay materials excavated from the quarry. This cover system is designed to reduce the amount of percolation into the underlying material and is well- suited for arid or semi-arid climates. It has been successfully implemented on other projects in the area. The slopes of the regraded and covered SOSF will be vegetated to reduce the amount of recharge due to meteoric infiltration and to stabilize the cover material.    Characterization of cover materials will be completed during operations to identify suitable materials that meet the objectives of the cover system. Alluvium stockpiled for use as cover material will be sampled and tested to confirm hydraulic characteristics and finalize the required design specifications for thickness and compaction.    Underdrain Pond. As the SOSF transitions from operations to closure, a detailed closure plan (FPPC) will be developed that utilizes as-constructed conditions, climate data, and water quality/quantity data collected throughout operations. At the end of operations, drainage from infiltration of meteoric water will continue to gravity-drain through the pore spaces in the spent ore pile. At such a time when chemical constituents of the SOSF fluid fall below regulatory limits as agreed upon in the FPPC, the underdrain pond liner system will be demolished; the pond will be backfilled and/or graded to drain; and the underdrain collection system will be capped and covered (to prevent wildlife ingress). Long-term drainage of meteoric water through the SOSF will then report directly to the natural drainage. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Overburden Storage Facilities (OSFs)  The OSFs will be reclaimed concurrently with active loading. During concurrent reclamation efforts, OSF surface slopes will no longer produce contact water runoff as they are reclaimed and covered with alluvial material generated from the quarry and stockpiled as growth media locations until it is needed for use. The cover will be vegetated with native plant species to reduce the amount of recharge due to meteoric infiltration and to stabilize cover material. The objective of the cover system will be to minimize percolation of meteoric water through the cover to near negligible levels.  As these surfaces transition, steps will be taken to convey clean runoff into natural drainages and mitigate excess non-contact stormwater runoff entering the OSF contact water pond. Strict adherence to the concurrent reclamation plan is critical for the effective operation of the OSF to avoid overloading the contact water diversion system and pond. Diversion channels constructed around the facility will remain in place and continue to be used to convey run-on into the natural drainage course located downslope. These stormwater control structures will be designed to pass runoff from the 500-year, 24-hour storm event.  Once the reclamation of the OSFs is complete and no additional contact water is produced from the OSF surfaces, the contact water diversion channels will be modified and the OSF contact water ponds will be reclaimed. The OSF contact water pond will be monitored during closure for erosion, runoff, and stability. The pond will be regularly inspected for water level and retained in stable condition. Water monitoring of contact water will be performed until data proves chemical constituents fall below regulatory or baseline limits as agreed upon in the FPPC. The OSF contact water ponds liner system will be removed or perforated, and the pond will be backfilled, graded to drain to the north, and covered with growth media.  The underdrain system will be capped and covered (to prevent wildlife ingress), allowing any minimal intermittent infiltration or seepage to discharge through the coarse-grained toe of the OSF to the natural drainage.  Ancillary Facilities/Infrastructure  17-25    Roads - Access, exploration, and haul roads will be reclaimed concurrently as soon as they are no longer needed for reclamation, closure, and monitoring activities. The primary reclamation objective for all roads will focus on long-term stabilization. Access roads to monitoring locations (e.g., monitoring wells and post- closure quarry lake) will be reclaimed and utilized as overland ATV trails as long as they are needed. ATV access trails will be fully reclaimed as soon as they are no longer required for monitoring purposes.    All applicable roads will be reclaimed at closure by ripping the surface to loosen the compacted soil. Once ripped, roads will be regraded to blend with the local topography, limit erosion, and promote natural drainage. Water bars, or small berms will be built as needed along regraded road surfaces to reduce overland flow and direct flow toward natural draws or channels. If required, additional growth media material could be stockpiled during operations and applied onto regraded road surfaces after closure. Prepared road surfaces will be seeded with an approved seed mix.    Water Supply, Storage & Distribution - Water supply wells will be sealed, and surface infrastructure and pipelines will be dismantled and removed from the site. All wells will be plugged in accordance with the procedures outlined in NRS 534.420. Tanks used for storage of potable and fire water will be dismantled and removed from the site. Buried water lines will be capped, buried, and left in place. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS    17-26  Domestic Waste - Domestic wastewater will be routed to a decentralized wastewater treatment system or package plant designed for commercial application. Package plants are premanufactured treatment facilities used to treat wastewater. This will be completely removed from the site at closure.    Fuel Station and Tanks - During facility closure, sampling and testing of the soils in and around the fuel storage facilities and tanks will be completed to verify that the areas have not been impacted by hydrocarbons or other potentially hazardous substances. In the case where hazardous substances are identified, the contaminated areas will be remediated in accordance with applicable rules. Closure methods for storage tanks will conform to the American Petroleum Institute standards and will be carried out by a licensed contractor. The geomembrane lining will be buried in place with a minimum cover of 3 feet. Any concrete foundations and/or pedestals will be broken, and the rubble buried with a minimum 3 feet cover.    Power Supply and Infrastructure - Electrical power will remain in place until the sulphuric acid plant and association power distribution system is decommissioned and dismantled. Transfer lines and associated infrastructure will be removed and recycled as appropriate. Portable diesel generators will be used to serve as an alternative source until closure.    Growth Media Stockpiles - It is anticipated that growth media stockpiles will be completely consumed by the reclamation process. The footprint of these areas will be reseeded once they are no longer in place.  17.6.2.6 Other Closure Considerations  In addition to the individual project component closure designs, the following will also be completed at closure:    Ensure all chemicals (hazardous, toxic, flammable, etc.) are completely removed from the site and safely disposed of.    Mineral exploration and development drill holes will be abandoned in accordance with applicable rules and regulations. Boreholes will be sealed to prevent cross contamination between aquifers, and a seal placed to prevent contamination by surface water flow. Monitoring and production wells will be abandoned and reclaimed as required by NAC 534.420.    Retain access to long-term monitoring stations and project elements that will remain following closure. This includes but is not limited to environmental controls, such as meteoric information, groundwater and surface water monitoring locations, quarry water, and all other permitted monitoring as outlined in the Final Plan for Permanent Closure (FPCC), as appropriate.    Assure that accumulations of precipitation received following closure are accommodated in the fluid management system. Sufficient storage capacity within the quarry, SOSF underdrain pond, and OSF contact water ponds will be maintained to contain the maximum design storm event.    All erosion protection will remain in place until deemed reclaimed and permanently stable from mine related activities.    Regrade and contour all areas no longer needed for long-term monitoring and access. Remove all building materials, fencing, signage, and stormwater features no longer needed. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Closure Costs  The Nevada Standardized Reclamation Cost Estimator (SRCE) will be used to determine closure and reclamation costs. Closure costs are currently estimated at $20 million, to be incurred over 7-year period after a the end of quarry life. In each of the final 3 years of quarry life, ioneer will build a chase reserve equal to 33% of the estimated closure costs to pay the reclamation (closure) costs. ioneer has been advised that no deduction for closure costs can be recognized during operations.  Closure Schedule  Contemporaneous reclamation will be completed to the extent practical throughout the life of the project. A Final Plan for Permanent Closure (FPCC) will be submitted to MRR at least 2 years before the anticipated date of permanent closure. The FPPC will incorporate procedures, methods, and schedules for stabilizing spent process materials based on information and experience gathered throughout the active life of the facility.  The quarry and OSFs will be first to be closed at the site as final products are removed and resultant overburden stored. Reclamation of the OSFs will be started in year 1 of operations when final buildout is expected to be completed on a portion of the facility. Roads to the quarry and OSFs will be reclaimed wherever they are no longer needed and are not retained for long-term monitoring or maintenance. The haul road will be reclaimed once the route is no longer needed for active ore transport. This route will be returned to a single-lane access road with gravel surface to be used for maintenance and monitoring.  Roads used for monitoring or maintenance will be reclaimed and utilized as overland ATV trails as long as they are needed. They will then be fully reclaimed as soon as the roads and/or ATV trails are no longer required for monitoring or maintenance purposes.  The SOSF and process facility components no longer needed for reclamation will be decommissioned once the quarry is no longer active. Key elements of the processing area that will be needed for reclamation and final closure, such as sanitary and administrative support will be retained until no longer needed. The SOSF and associated access route will be reclaimed, then utilized as a limited-access overland ATV trail for maintenance and monitoring purposes only. As soon as monitoring and maintenance is no longer required, the access road will be fully reclaimed.  Permanent closure is considered complete when:  17-27    Appropriate procedures are in place to assure that all areas associated with the project do not release contaminants that have the potential to degrade the waters of Nevada, and the quarry is left in a manner that minimizes the impoundment of surface drainage (NRS 445A.429).    Spent ore effluent has been demonstrated to be non-acid generating and will not result in degradation of waters of the state (NRS 445A.430)  Post-closure monitoring is anticipated to last approximately 6 years or as assigned by NDEP. Final monitoring requirements will be established by the NDEP according to baseline data, process component characterization and the FPPC (NRS445A.433). 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  17.7 QP’s Opinion on the Adequacy of Current Plans to Address Any Issues Related to Environmental Compliance, Permitting, and Local Individuals, or Groups  It is the QP’s opinion that ioneer’s current actions and plans are appropriate to address any issues related to environmental compliance, permitting, relationship with local individuals or groups, and tailings management.  17-28 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  CAPITAL AND OPERATING COSTS  This section contains forward-looking information related to capital and operating cost estimates for the Project. The material factors that could cause actual results to differ materially from the conclusions, estimates, designs, forecasts or projections in the forward-looking information include any significant differences from one or more of the material factors or assumptions that were set forth in this section including prevailing economic conditions continue such that unit costs are as estimated in constant (or real) dollar terms, projected labor and equipment productivity levels and that contingency is sufficient to account for changes in material factors or assumptions.  The Capex and Opex estimates will be updated in advance of the final investment decision. The cost estimates do not apply to the low boron resource.  Capital Cost Estimate  Basis of Capital Cost Estimate  The capital cost estimate is based on work completed for the April 2020 FS. An AACE Class 3 capital cost estimate with an accuracy range of ±15% was produced for the FS, and engineering design is 30% complete per AACE Class 3 standards. Capital costs for various Work Breakdown Structure (WBS) codes were independently developed by Fluor and other consultants, including WSP (then Golder), SNC Lavalin, and NewFields, and a consolidated capital estimate was produced by Fluor. More than 1,600 deliverables were produced during the FS to support the Project capital costs estimate, and a summary of the parties responsible for each area is provided in Table 18.1. Owner’s cost was provided by ioneer. The estimate reflects the Project’s design maturity, EPCM execution strategy, and baseline Project schedule.  Table 18.1: Engineering and Estimate Responsibilities Matrix for the Capital Costs Estimate  18-1  The capital cost estimate covers the period from FS completion to commissioning and is reported in First Quarter (Q1) 2020 real US dollars without allowances for escalation or currency fluctuation. The estimate does not include sunk costs. A contingency of 8% was applied to the capital costs estimate using a Monte Carlo simulation to achieve a P50 (i.e., the probability at the 50th percentile).  The capital schedule for mining equipment includes new equipment required to meet production targets of the 26-year mine plan and replacement equipment based on useful service lives provided by the vendor or based on other industry standards. Rebuilds have also been included in the capital schedule at regular intervals based on rebuild lives provided by the vendor or other industry standards.  Area  Engineering Responsibility  Equipment  Sizing and Pricing Responsibility  Material Take- off Responsibility  Estimating Responsibility  Mine Facilities  Golder  Golder  Golder  Fluor  Ore Processing &  Infrastructure  Fluor  Fluor  Fluor  Fluor  Sulphuric Acid Plant  SNC-Lavalin  SNC-Lavalin  SNC-Lavalin  Fluor  Power Plant  SNC-Lavalin  SNC-Lavalin  SNC-Lavalin  Fluor  Spent Ore Storage  NewFields  NewFields  NewFields  Fluor 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Capital costs of mining equipment were derived from quotes received in July 2019 from Cashman, a CAT equipment vendor. Costs for the autonomous haul trucks (AHTs) that were ultimately used in the FS were not included in the original quote, but additional base costs required to outfit a conventional 150-ton class haul truck with the components necessary to make it capable of autonomous haulage were verbally communicated by Cashman during a subsequent meeting with Fluor. Taxes for the AHTs were estimated using a tax rate of 6.85%, but freight and assembly costs were assumed to remain unchanged from the conventional haul truck. Summaries of the equipment pricing sources are shown in Table 18.2 and Figure 18.1.  Table 18.2: Equipment Pricing Source Summary  Figure 18.1: Equipment Pricing Source  Pricing Source  Mine Equipment  Process /  Mechanical  Electrical  Instruments /  Controls  Total  Firm Bid  100%  40%  0%  12%  36%  Budgetary Bid  0%  57%  87%  79%  61%  Historical / In House  0%  3%  13%  9%  3%  Totals  100%  100%  100%  100%  100%  Firm Bid,  36%  Budgetary  Bid, 61%  The capital cost estimates are not 100% equity based. Capital cost estimates for new and replacement mining equipment assume that 90% of the total equipment cost inclusive of the base cost, taxes, freight, and assembly would be financed and included in the operating costs estimate based on terms provided by the equipment manufacturer. The 10% down payment for equipment was included in the capital costs estimate.  Capital costs for the haul roads, OSFs, SOSF, CWPs, the processing plant (which includes processing structures and facilities), maintenance facilities, warehousing, shipping and receiving, fuel island, SAP, STG, and administrative buildings were estimated from material take-off (MTO) quantities developed for the FS by various third parties. Each of the above have an engineering design that is at least 30% complete with some items with a level of design maturity completed to detailed engineering and issued for construction.  Historical / In House, 3%  18-2 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  18.1.2 Sustaining Capital Costs  Sustaining capital totals by WBS are shown below in Table 18.3. Annual breakdowns of these sustaining capital costs are included in the Fluor financial model (Fluor Enterprises Inc., 2020d). Closure costs are incurred after the Stage 2 Quarry is mined out in Production Year 26 and are not tabulated in the sustaining capital cost estimate.  Table 18.3: Summary of Total Sustaining Capital Costs from the 2020 FS  18-3  Sustaining capital is modeled in the financial model and includes US$74 million for the addition of a lithium hydroxide circuit and US$25 million for a SAP heat recovery system that will increase electricity production, both in Production Year 3.  Additional details concerning the sustaining capital cost estimate are provided below:    The SAP will require a converter catalyst screening every two years during a scheduled shutdown to remove fines and assure proper catalyst activity. Some catalyst is replaced during this operation under sustaining capital. In addition, the STG will be refurbished every six years. A heat recovery system for the SAP is planned for Production Year 4 to increase electric energy generation and take advantage of a potential connection to a public utility grid for sale of the excess electric power.      The SOSF will be expanded after Production Year 3 in a second phase at a cost of $US6.7 million.  The West OSF will be expanded in Production Year 4 to accommodate the initial overburden and low-grade M5 material from the Stage 2 Quarry and help to minimize haulage distances.    The North OSF foundation and associated stormwater controls will be constructed in Production Year 6 after the West OSF reaches its maximum designed capacity accommodate additional overburden from the Stage 2 Quarry until such a time that all overburden and M5 can be stacked to in-pit overburden backfill (IOB) can be achieved in Production Year 10.    A project to convert lithium carbonate to lithium hydroxide is planned to be constructed in year 3 at a cost of US$74 million. ioneer provided a lump sum price for this circuit to produce battery-grade lithium  WBS Sustaining and Capital Projects  Total Cost  (Millions of US$)  1300 Processing Mobile Equipment  $9.1  1200 Mining Mobile Equipment  $47.4  1100 Haul Road Expansion  $1.3  1100 Stormwater Controls Expansion  $7.9  2100 Spent Ore Storage Facility – Phase II  $6.6  2100 Spent Ore Storage Facility – Additional Capacity  $73.9  3600 Lithium Hydroxide Project Process Equipment  $40.0  3600 Lithium Hydroxide Project Building and Improvements  $34.0  4300 Acid Plant Heat Recovery System (HRS) Installation  $25.0  4300 Catalyst Replacement  $2.1  5100 STG Refurbishment  $1.5  6300 Capital Updates/Building Replacements  $20.0  6800 Offsite Water Supply  $5.0  Total  $274.1 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  hydroxide. Capital and operating costs are reflected in the financial model after year 4. Lithium hydroxide product pricing is reflected in the financial model results. A further study is recommended during detailed design to evaluate the additional electrical, steam, and water needs compared to the current capacity. This will help further define the costs and appropriate additions to the plant system.  18.1.3 Summary of Capital Costs  Total capital costs are estimated at US$785.4 million (2020 FS). A summary of total capital costs for the Project is provided in Table 18.4, whereas a summary of monthly cash flows is provided in Figure 18.2. The cash flow shown in Figure 18.2 is based on cash outlay at net 30 days for engineering services, net 45 days for major equipment vendors, and net 60 days for all field subcontractors.  Table 18.4: Summary of Initial Capital Cost Estimate from the 2020 FS  18-4  WBS Description  Total  Direct Costs  1000 Mine  2000 Spent Ore Storage Facility 3000 Processing Facilities  4000 Sulphuric Acid Plant 5000 Power Plant  6000 Balance of Plant (Common)  $13.6  $17.4  $256.7  $101.6  $21.9  $60.8  Subtotal - Direct Costs  $472.3  Indirect Costs  8000 Owner's Cost  9100 EPCM Services 9200 Field Indirect Cost  9200 Subcontractor's Indirects 9700 Commissioning & Start-up 9700 Capital & Operating Spares 9800 Process Licenses  9800 Sales Tax  9800 Freight  9900 Contingency  $20.1  $62.6  $55.7  $45.5  $7.0  $5.0  $2.6  $21.7  $17.9  $57.6  Subtotal - Indirect Costs  $295.8  Total Direct & Indirect Costs  Late Changes  $768.1  $17.3  Total Including Late Changes  $785.4 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Figure 18.2: EPCM Project Cash Flow by Month from the 2020 FS  Operating Cost Estimate  Basis of Operating Cost Estimate  Operating cost estimates that were input into the financial model that formed the basis of the economic analysis supporting the March 2020 Mineral Reserves estimate are based on work completed for the April 2020 FS.  Operating cost estimates for the quarry and processing plant were independently developed by WSP and Fluor and consolidated by Fluor for input into the financial model that formed the basis of the economic analysis used to support the Mineral Reserves estimate. The process plant operating costs include the costs associated with the processing plant and SOSF, whereas the quarry operating costs include the costs associated with the quarry, OSF, haul roads, and stormwater diversions. A physical depiction of the separation between processing and quarry costs is shown in Figure 18.3.  18-5 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Figure 18.3: Division between Process and Quarry Operating Costs from the 2020 FS (note this layout has been modified in the 2022 MPO)  18.2.1.1 Quarry Operating Costs  Direct operating costs for the quarry are zero-based and developed from first-principles from the Stage 1 and 2 Production Plan statistics using methodologies consistent with a FS. Except for blasting, all production and preventative maintenance tasks are assumed to be self-performed by the owner (ioneer), whereas blasting is assumed to be performed by a qualified subcontractor. As previously stated, the quarry operating cost estimate assumes the use of unmanned, autonomous haul trucks (AHTs). Additional details regarding the quarry operating cost estimate are provided below:    Hourly operating costs for equipment were based on vendor guidelines and supported by budgetary quotes for consumable items from local vendors, including fuel, diesel exhaust fluid, lubricants and greases, rubber tires, ground-engaging tools, and wear parts. Hourly undercarriage and general repair and replacement parts were estimated from a third-party cost database and escalated to 2019 US dollars.    Annual costs for an integrated Fleet Management System (FMS) have been included based on a budgetary quote provided by a SITECH Intermountain LLC.  18-6 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS    18-7  Based on information provided by the equipment vendor, an annual license fee was applied to each AHT required to meet production in a given year.    The mine was assumed to operate two-shifts-per-day, 365 days per year with no scheduled off days for the first 19 years of production. The mine was then assumed to transition to a one-shift-per-day basis from Year 20 through the remaining mine life.    Labor costs assume 12-hour shifts with 2,080 straight-time hours and 104 overtime hours worked each year. Labor wages are fully burdened and were developed by ioneer based on a survey of local mining wages.    Costs for the five “License Team” personnel required to remotely monitor the AHTs each shift and make sure they are performing to specifications have been included in the mine operating costs. These personnel will likely be contracted through the equipment vendor.    Mining equipment financing costs are included in the operating costs. For the purposes of the estimate, 90% of the total equipment cost inclusive of the base cost, taxes, freight, and assembly are assumed to be financed based on terms provided by the equipment manufacturer. The 10% down payment was included in the capital costs estimate.    Significant changes to stormwater controls are planned for Production Years 2 through 5 to accommodate changing topography due to quarry operations. These costs were determined using the stormwater and drainage plans developed by WSP.    Capitalized pre-stripping costs have been moved to the sustaining capital cost estimate summarized in Section 18.2.3 in line with applicable regulatory guidance.  18.2.1.2 Processing Plant Operating Costs  Processing costs, spent ore removal and SOSF costs, SAP costs, and other indirect operating costs were estimated by Fluor and SNC Lavalin from first principles using the ore production schedule from the Stage 1 and 2 Production Plan. These costs were estimated using methodologies consistent with a FS and included quoted firm pricing from major reagent suppliers, quoted freight costs from transport firms, and workforce costs based on industry norms for salary and wage data within the region consistent with the mine workforce costs. Reasonable scenarios for other requirements such as outsourced services with quoted rates or estimates were also included. Quantities of reagents were established during pilot testing with ore.  18.2.2 Summary of Operating Costs  Total estimated operating costs for the Project are estimated (2020 FS) at US$3.189 billion over the 26-year life of the Stage 1 and 2 Production Plan. Total operating costs for the processing plant and quarry are summarized in Table 18.5, whereas total operating costs by expense element are summarized in Table 18.6. Reagents such as sulphur, soda ash, and hydrated lime make up most of the operating costs; however, transport costs of these reagents exceed the material costs. The total personnel cost includes direct hire of ioneer staff, without corporate staff and outsourced services personnel. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 18.5: Summary of Total Operating Costs by Area from the 2020 FS  18-8  Table 18.6: Summary of Total Operating Costs by Expense Element from the 2020 FS  Annual operating costs for the Project are summarized in Figure 18.3, whereas a summary of average cost per ton of ore processed is provided in Figure 18.5. Annual operating costs vary depending upon the amount of material mined in a given year and the average haulage distance to the OSFs, IOB, and ROM ore stockpile at the processing plant. Total operating costs average US$50.29 per ton delivered to the processing plant.  Description  Total Cost (Millions of US $)  Operating Costs  Process Plant  Quarry  $2,393  $796  Total Operating Costs  $3,189  Category  Total Cost (Millions of US$)  Total Personnel Cost  $832  Total Reagents  $754  Total Freight  $665  Total Fuels  $259  Total Other Materials and Services  $376  Total Maintenance Materials and Services  $189  Total Other including Equipment Leases  $331  Less Deferred Prestripping Transfer to Sustaining Capital  -$218  Total Operating Costs  $3,189 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Total Costs, Million US $  Figure 18.4: Summary of Annual Operating Costs by Area from the 2020 FS  $180  $160  $140  $120  $100  $80  $60  $40  $20  $0  1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26  Year of Operation  Total Quarry Operating Costs Total Quarry Operating Costs Average OPEX per Year  Total Costs, US $  Figure 18.5: Summary of Average Operating Cost per Ton Processed from the 2020 FS  $90  $80  $70  $60  $50  $40  $30  $20  $10  $0  1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26  Year of Operation  Quarry Cost per Ton of Ore Quarry Cost per Ton of Ore Average over Life of Quarry  18-9 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  18.2.3 Level of Accuracy in the Estimates  The operating cost estimate (Opex) and capital cost estimate (Capex) for the Rhyolite Ridge Project are consistent with a Class 3 AACEI estimate, reflecting an accuracy range between ± 15%. The estimates will be updated for the final investment decision expected in 2024.  18.3 Risks Associates with the Specific Engineering Estimation Methods used to Arrive at the Estimates  The results of the Rhyolite Ridge economic analysis in this section represent forward-looking information that is subject to a number of known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those presented here. Forward-looking information includes Mineral Resource estimates; commodity prices; mine production plan; projected recovery rates; process methods; construction costs; schedule; and assumptions that project environmental approval and permitting will be forthcoming from county, state, and federal authorities.  18-10 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  ECONOMIC ANALYSIS  This section contains forward-looking information related to economic analysis for the Project. The material factors that could cause actual results to differ materially from the conclusions, estimates, designs, forecasts or projections in the forward-looking information include any significant differences from one or more of the material factors or assumptions that were set forth in this sub-section including estimated capital and operating costs, project schedule and approvals timing, availability of funding, projected commodities markets and prices.  Demonstration of Economic Viability  The production schedule derived from the Stage 2 Production plan and associated capital and operating costs estimates described in Section 18.0 were analyzed using an economic model developed by WSP. The model was handed over to Fluor for finalization, and Fluor produced the economic results (Fluor Enterprises Inc., 2020d). The QP has relied upon the outcomes of Fluor’s economic analysis demonstrating that the Project is economically viable. Fluor’s economic analysis has formed the basis of the Mineral Reserve estimates.  Inputs into the economic analysis include the capital and operating costs, saleable lithium carbonate, lithium hydroxide, and boric acid tonnages, commodity price and revenue forecasts, and transportation and management costs previously described in Section 18.0. The cost estimates are based on work completed for the April 2020 FS. An AACEI Class 3 cost estimate with an accuracy range of ±15% was produced for the FS, and engineering design is 30% complete. The estimate reflects the Project’s EPCM execution strategy and baseline project schedule. The financial model uses post-tax nominal cashflows adjusted to real terms using a 2% inflation rate.  An 8% discount rate was applied to estimate Project Net Present Value (NPV).  The economics of the Rhyolite Ridge Project were evaluated using a real (non-escalated), after-tax discounted cash flow (DCF) model on a 100% project equity basis (unlevered). Included in the financial model are production costs, revenues, operating costs, and taxes.  This financial analysis covers the period from FS completion to final completion, and cash flows are reported in 1Q 2020 real U.S. dollars without allowance for escalation or currency fluctuation.  In summary, the Rhyolite Ridge FS has demonstrated strong project economics, made possible by having significant lithium and boron revenue streams.  Principal Assumptions  Key financial modeling assumptions are noted below in Table 19.1.  19-1 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 19.1: Key Financial Modeling Assumptions from the 2020 FS  19-2  Item  Parameter  General  Ore Mined  2.6 million short tons, average annual  Lithium Carbonate Production  22,153 short tons, average annual (years 1 to 3)  Lithium Hydroxide Production  22,131 short tons, average annual (years 4 to 26)  Boric Acid Production  176,245 short tons, average annual (life of quarry)  Opex US$ per ton  US$50.29 per short ton  Capex - Initial  US$785 million  Capex - Sustaining  US$492 million  Closure  US$20 million  Working Capital Assumptions  Accounts Receivable Lithium Carbonate  50 days  Accounts Receivable Boric Acid  95 days  Accounts Payable  60 days  Tax Rates Assumed  Federal Corporate Tax  21%  Nevada Minerals Tax  5%  Depletion Allowance  22%  Nevada Commerce Tax  0.05%  Nevada Property Tax Rate  3.02%  Assessed Book Value for Property Tax  35%  Nevada Modified Business Tax  2.00%  Nevada Sales Tax  6.85%  Other  Diesel (US$ per gallon)  US$2.34 (average life of quarry)  Inflation Rate  None  Discount Rate  8% Real  Currency  U.S. dollars (US$) 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  19.3 Cashflow Forecast  The financial analysis that was carried out for the FS was conducted using a discounted cash flow. This method calculates annual cash flows (based on a calendar year) using various sources of inputs, including operating expenses, capital expenses (both initial and sustaining), pricing forecasts, run-of-mine ore production, processing rates, etc. The annual cash flows are based on revenue in a specific period (calendar year) minus the projected expenses or taxes associated with life-of-mine operations. The result is then discounted using the discount rate that adjusts the cash flows for the time value of money. This method produces the present value of the expected future cash flows, also known as net present value (NPV). The discounted cash flow (DCF) equation is as follows:  DCF = CF1/(1+r)1 + CF2/(1+r)2 + CFn/(1+r)n  whereas:  19-3      CF = cash flow for the given year. CF1 is for year 1, CF2 is for year 2, CFn is for additional years  r = discount rate  The discount interest rate is used to determine the present value of future cash flows as described above. This factor helps determine if the future cash flows will be worth more than the project’s overall expenses in today’s dollars.  The internal rate of return is the discount rate that makes the net present value equal to 0.  The payback period is the amount of time that is required to return the cumulative cash flow (including initial capital and other project expenses) to 0. These values utilize free cash flow and do not consider the time value of money or discounted cash flows.  The economic analysis and sensitivities were completed using ±10% variation in one variable at a time. There were no 2 variable, or multi-variable, sensitivity analysis performed. Note that the equation to determine revenue is based on a linear relationship between prices of the metal (either lithium or boric acid) and the corresponding recovery rate. This linear relationship forces the sensitivities to be equal.  19.3.1 Results of Economic Analysis  The project’s total cash flow is detailed in Table 19.2, resulting in a cash flow of US$4.4 billion total for the 25-year life-of-quarry (LOQ) and US$173.2 million annually.  The Project’s overall revenue is shown below first, minus operating costs, taxes (production taxes and federal income tax), and miscellaneous costs following. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 19.2: Total Project Cash Flow – Details from the 2020 FS  19-4  Unit (US$)  Total - LoQ  Revenue  Lithium Carbonate (Ex-plant)  $000s  716,910  Lithium Hydroxide (Ex-plant)  $000s  6,172,731  Boric Acid (Ex-plant)  $000s  2,987,773  Sales of Excess Power  $000s  150,079  Total Revenue  $000s  10,027,492  Operating Costs  Mine  $000s  (796,017)  Plant  $000s  (2,542,779)  Total Operating Cost  $000s  (3,338,796)  Operating Income  $000s  6,688,697  Non-Operating Costs  Initial Capital  $000s  (785,480)  Sustaining Capital  $000s  (491,768)  Working Capital  $000s  (19,114)  Closure Costs  $000s  (20,000)  Salvage Value  $000s  122,790  Total Non-Operating Cost  $000s  (1,193,572)  Pre-Tax Cash Flow  $000s  5,495,125  State and Federal Taxes  Nevada Minerals Tax  $000s  (275,884)  Nevada Sales Tax  $000s  (67,698)  Nevada Modififed Business Tax  $000s  (15,307)  Nevada Commerce Tax  $000s  (5,061)  Nevada Property Tax  $000s  (93,708)  Total Nevada State Tax  $000s  (457,658)  Federal Income Tax  $000s  (666,381)  Total Tax Cost  $000s  (1,124,039)  After Tax Cash Flow  $000s  4,371,086 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Table 19.3: Economic Analysis Results – Annual from the 2020 FS  19-5  Description  Units  Total  Production Year  -3  -2  -1  1  2  3  4  5  6  Total Product 1,2  000 tons  5,158  0  120  178  189  166  138  144  Total Revenue 3,4  $000s  10,027,492  0  209,852  343,302  371,182  384,548  321,480  315,312  Operating Cost - Mine  $000s  (796,017)  0  (26,530)  (37,045)  (39,376)  (57,240)  (65,897)  (62,777)  Operating Cost - Plant  $000s  (2,542,779)  0  (75,366)  (104,933)  (102,044)  (98,532)  (92,794)  (92,115)  Total Operating Cost  $000s  (3,338,796)  0  (101,896)  (141,978)  (141,421)  (155,772)  (158,691)  (154,892)  Operating Income  $000s  6,688,697  0  107,955  201,324  229,762  228,776  162,789  160,420  Initial Capital Expense  $000s  (785,480)  (26,894)  (234,074)  (385,183)  (139,328)  0  0  0  0  0  Sustaining Capital Expense  $000s  (491,768)  0  (7,032)  (6,836)  (56,582)  (84,376)  (60,220)  (41,476)  Working Capital  $000s  (19,114)  0  0  281  (16,502)  (13,647)  (4,595)  5,551  8,898  (423)  Total Non-Operating Cost  $000s  (1,193,572)  (26,894)  (234,074)  (384,902)  (162,862)  (20,483)  (61,176)  (78,825)  (51,323)  (41,899)  Pre-Tax Cash Flow5  $000s  5,495,125  (26,894)  (234,074)  (384,902)  (54,907)  180,841  168,585  149,951  111,466  118,521  Nevada State Tax 6  $000s  (457,658)  (1,707)  (11,137)  (18,721)  (20,665)  (20,550)  (16,077)  (15,254)  Federal Income Tax  $000s  (666,381)  0  0  0  0  (206)  (8,101)  (10,741)  (6,061)  (5,734)  After-Tax Cash Flow  $000s  4,371,086  (26,894)  (234,074)  (386,610)  (66,044)  161,914  139,820  118,660  89,328  97,533  Description  Units  Production Year  7  8  9  10  11  12  13  14  15  16  Revenue  Total Product 1,2  000 tons  206  215  239  259  258  256  237  228  242  258  Total Revenue 3,4  $000s  396,735  400,147  431,148  471,940  456,223  448,499  449,437  454,386  464,556  472,963  Operating Costs  Operating Cost - Mine  $000s  (61,263)  (48,765)  (37,734)  (35,579)  (33,928)  (35,238)  (35,169)  (27,589)  (24,131)  (24,596)  Operating Cost - Plant  $000s  (98,118)  (100,445)  (102,966)  (105,961)  (106,311)  (108,371)  (104,491)  (106,210)  (106,510)  (106,557)  Total Operating Cost  $000s  (159,380)  (149,210)  (140,700)  (141,540)  (140,239)  (143,610)  (139,659)  (133,799)  (130,641)  (131,153)  Operating Income  $000s  237,355  250,937  290,448  330,400  315,984  304,890  309,778  320,587  333,915  341,810  Non-Operating Costs  Initial Capital Expense  $000s  0  0  0  0  0  0  0  0  0  0  Sustaining Capital Expense  $000s  (51,027)  (32,151)  (15,383)  (19,548)  (15,444)  (13,363)  (12,475)  (20,151)  (10,301)  (926)  Working Capital  $000s  (12,489)  (2,936)  (6,690)  (6,058)  1,755  1,611  70  (1,096)  (2,598)  (1,885)  Total Non-Operating Cost  $000s  (63,516)  (35,087)  (22,073)  (25,606)  (13,689)  (11,752)  (12,405)  (21,248)  (12,899)  (2,811)  Pre-Tax Cash Flow5  $000s  173,838  215,850  268,374  304,793  302,296  293,138  297,372  299,339  321,016  338,999  State and Federal Taxes  Nevada State Tax 6  $000s  (19,406)  (19,398)  (20,744)  (22,554)  (21,194)  (20,139)  (19,802)  (20,402)  (20,351)  (20,068)  Federal Income Tax  $000s  (13,342)  (17,855)  (29,971)  (36,122)  (34,541)  (33,055)  (34,059)  (36,519)  (39,698)  (41,926)  After-Tax Cash Flow  $000s  141,090  178,597  217,659  246,117  246,561  239,944  243,511  242,418  260,967  277,004 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Notes:  Annual ROM Ore and Waste Quantities are provided in Table 13.3  Total product tons includes a combination of Li2CO3, LiOH, and H3BO3. See Table 13.3 for individual product tonnage.  Annual price assumptions are detailed in Section 16.  Revenue includes $6.7 M annually beginning in 2026 for Sales of Excess Power  Project cash flow includes Reclamation Expenditure and Salvage Value after Year 2048  State taxes include Nevada Minerals Tax, Nevada Modified Business Tax, Nevada Sales Tax, Nevada Commerce Tax, and Nevada Property Tax  19.3.2 Net Present Value, Internal Rate of Return, and Payback Period  The Net Present Value (NPV), Internal Rate of Return (IRR) and Payback period are summarized along with other pertinent project economic parameters in Table 19.4.  Table 19.4: Project Economic Summary from the 2020 FS  19-6  Description  Units  Production Year  17  18  19  20  21  22  23  24  25  26  Revenue  Total Product 1,2  000 tons  259  253  165  176  180  166  175  172  193  87  Total Revenue 3,4  $000s  474,113  472,032  326,428  353,200  372,906  351,383  357,479  355,800  380,696  191,746  Operating Costs  Operating Cost - Mine  $000s  (23,869)  (24,330)  (24,292)  (15,108)  (10,720)  (10,156)  (9,679)  (9,784)  (9,970)  (5,254)  Operating Cost - Plant  $000s  (105,065)  (105,690)  (90,289)  (94,418)  (97,234)  (96,358)  (95,729)  (96,661)  (98,059)  (51,550)  Total Operating Cost  $000s  (128,934)  (130,021)  (114,581)  (109,525)  (107,954)  (106,514)  (105,408)  (106,444)  (108,029)  (56,804)  Operating Income  $000s  345,179  342,012  211,847  243,675  264,952  244,869  252,071  249,355  272,667  134,942  Non-Operating Costs  Initial Capital Expense  $000s  0  0  0  0  0  0  0  0  0  0  Sustaining Capital Expense  $000s  (826)  (1,004)  (3,441)  (8,689)  (21,176)  (8,110)  (271)  (393)  (440)  (126)  Working Capital  $000s  (654)  628  19,926  (4,716)  (2,538)  3,115  (1,374)  504  (3,878)  20,628  Total Non-Operating Cost  $000s  (1,479)  (376)  16,486  (13,405)  (23,714)  (4,995)  (1,644)  111  (4,318)  20,501  Pre-Tax Cash Flow5  $000s  343,700  341,635  228,332  230,269  241,237  239,874  250,427  249,466  268,349  155,443  State and Federal Taxes  Nevada State Tax 6  $000s  (19,671)  (19,020)  (11,420)  (12,804)  (16,231)  (15,030)  (15,237)  (15,218)  (16,444)  (8,416)  Federal Income Tax  $000s  (43,402)  (43,443)  (24,651)  (29,956)  (32,975)  (30,216)  (31,660)  (31,203)  (34,704)  (16,239)  After-Tax Cash Flow  $000s  280,627  279,172  192,261  187,509  192,031  194,628  203,530  203,045  217,201  130,788  Item  Description  IRR (internal rate of return, unlevered)  18.10%  NPV (net present value) (8% real)  US$ 1.108 billion  Payback period  8.8 years  Revenue  US$ 10.0 billion  EBITDA  US$ 6.2 billion  EBITDA margin  62.14%  After-tax cash flow (CF)  US$ 4.4 billion  Quarry life  25.24 years 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  19.3.3 Taxes, Royalties, Other Government Levies, or Interests  Tax estimates are based on guidance given by KPMG tax consultants in a memorandum issued June 19, 2019. The components of total taxes include the following:  19-7    Nevada Property and Local Tax: Real and personal property are taxed at 35% of actual value to arrive at the assessed value. For the purposes of the financial model, the property tax rate was reported by KPMG as 3.02%. The Nevada property tax is calculated by applying the tax rate to 35% of the book value, given as the non-depreciated portion of the capital and sustaining capital costs as estimated using straight-line depreciation methods.    Nevada Minerals Tax: Nevada charges an annual minerals tax on net proceeds from minerals mined or produced in Nevada when they are sold or removed from the state. The tax is based on the actual production of minerals from all operating mines. It is a graduated tax with a top rate of 5%. The estimates of the Nevada minerals tax start with gross proceeds from the sale of the minerals and then certain deductions are taken from the gross proceeds to arrive at net proceeds. These allowable deductions are listed under Nevada Revised Statutes Chapter 362.120 and include certain costs of production, processing, transportation, marketing, royalties, and depreciation.    Nevada Sales Tax: Sales tax considerations were included in the current model as applicable. Machinery, equipment, commodities, materials, and supplies purchased for the project are tangible personal property that are subject to sales and use taxes, unless an exemption applies. The sales tax rate is applicable to the rate at the point of delivery in the state of Nevada, in this case Esmeralda County. The current rate in Esmeralda County is 6.85%.  Nevada taxes the sale, purchase, or lease of tangible personal property. Ordinarily, services provided in Nevada are generally not subject to sales and use taxes. Items such as chemicals and catalysts used for processing the materials are taxable to the processor.    Nevada Modified Business Tax: The Nevada modified business tax is applied at the rate of 2% on taxable wages.    Commerce Tax: The commerce tax is payable on annual gross revenue in excess of $4 million. The commerce tax rate is based on ioneer’s North American Industry Classification System (NAICS) code category of mining and is 0.051%. The commerce tax is an entity-level tax based on gross receipts.    Federal Corporate Tax: The calculation of U.S. federal corporate tax begins with gross revenues. Cash cost of operation are deducted from the revenues, as are allowances for depreciation (Modified Accelerated Cost Recovery System [MACRS]), depletion, and amortization to calculate taxable income before net operating loss (NOL) consideration.  Depletion is a deduction allowed as a mineral is extracted and sold. It is either based on the cost of acquisition or a percentage of income. It is calculated as a percentage of gross income from the property, not to exceed 50% of taxable income before the depletion deduction. The percentage depletion rate applied is 22%, which is the top rate and generally applies to sulphur, uranium, asbestos, lead, zinc, nickel, and mica production.  At report date, the only amortization deduction results from capitalized deferred stripping costs. The U.S. Internal Revenue Service (IRS) contemplates deferred stripping during the production phase if stripping 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  The Project NPV sensitivity to incremental discount rate ranging from 8% to 12% (Figure 19.2) was also performed by Fluor.  Based on the sensitivity factors summarized in Figure 19.1 and Figure 19.2, the Project is most sensitive to increases in discount rate and least sensitive to changes in fuel cost.  $1,006  $1,002  $949  $932  $932  $911  $804  $1,030  $1,034  $1,088  $1,103  $1,103  $1,125  $1,233  $1,233  $700  $800  $900  $1,200  $1,300  $1,000 $1,100  NPV (Millions of US$)  +10%  19-8  Lithium Price -10%  more than one year of overburden takes place (as is the case for Rhyolite Ridge). This is considered a development cost, which occurs once access to the deposit is established, and commercial operations have commenced. Any such, development stripping costs could then be capitalized with a 10-year amortization period.  If the taxable income before NOL Consideration is positive for the given year, a federal tax rate of 21% is applied to calculate federal tax obligations. If the value is negative, the year has a NOL, which is carried forward and applied as a deduction to future year’s cash flows. Note that the NOL deduction is limited to 80% of the yearly taxable income before NOL consideration.  19.4 Sensitivity Analysis  Fluor performed sensitivity analyses on fuel costs, labor costs, operating costs, capital costs, discount rate, lithium carbonate price, boric acid price, lithium recovery, and boron recovery in the financial model. Based on +/-10% changes in factors, the Project NPV in real dollars was calculated at an applied 8% discount rate. The outcomes of this analysis are summarized in Figure 19.1 in order of highest to lowest NPV sensitivity.  Figure 19.1: Project NPV Sensitivity to Various Factors (Millions of US$) from the 2020 FS  $1,018  -10%  Operating Costs +10%  +10%  Boric Acid Recovery -10%  +10%  Boric Acid Price -10%  -10%  Capital Costs +10%  -10%  Labor +10%  -10%  Fuel +10%  +10%  Lithium Recovery -10% $804 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  $1,018  $839  $686  $554  $440  $0  $200  $400  $600  $800  $1,000  Figure 19.2: Project NPV Sensitivity to Discount Rate from the 2020 FS  $1,200  7%  8%  9%  11%  12%  13%  Project NPV (Millions of US$)  10%  Discount Rate (%)  19-9 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  20.0 ADJACENT PROPERTIES  There are no material or relevant properties adjacent to the Project site and as such no data or information have been considered and used from adjacent properties.  20-1 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  21.0 OTHER RELEVANT DATA AND INFORMATION  The QPs believe that all material information has been stated in the above sections.  Future reserves and project value may be achieved by recovering lithium from ore with low boron content. ioneer will define the appropriate time to develop the process for lithium recovery with goal taking advantage of the spare capacity in lithium carbonate circuit generated during LOM.  21-1 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  INTERPRETATION AND CONCLUSIONS  This section contains forward-looking information related to Mineral Resources and the Mineral Reserves for the Project. The material factors that could cause actual results to differ materially from the conclusions, estimates, designs, forecasts or projections in the forward-looking information include any significant differences from one or more of the material factors or assumptions that were forth in this sub-section including geological and grade interpretations and controls and assumptions and forecasts associated with establishing the prospects for economic extraction, grade continuity analysis and assumptions, Mineral Resource model tons and grade and mine design parameters, equipment and operational performance that yield different results from mine plan projections, mining strategy and production rates, expected mine life and mining unit dimensions, prevailing economic conditions, commodity demand and prices are as forecast over the quarry life, overburden disposal volumes increase from predicted values, changes in permit requirements and status, changes to the MPO, and no unforeseen environmental, social or community events disrupt timely approvals, and estimated capital and operating costs, project schedule and approvals timing, availability of funding, projected commodities markets and prices.  Mineral Resources  Interpretations and Conclusions  Based on the information presented in this Documentation Report, the QP’s key conclusions are as follows:  22-1    The data collected during the 2018-2019 exploration drilling and sampling program was collected using appropriate industry standard practices relating to drilling, surveying, logging, sampling, analyses, and QA/QC.    The data from the ioneer and ALM was reviewed and validated by the QP and has been deemed appropriate for use in developing geological models and estimating Lithium-Boron Mineral Resources for the Project.    A geological model was developed using the validated ioneer and ALM drill hole data and ioneer geological mapping data. The current geological model has an increased focus on the stratigraphic component of the deposit, with mineralization constrained by correlatable geological units rather than grade shells that cross stratigraphic boundaries as in previous models.    Mining, processing, and market modifying factors studies assumptions and parameters from the 2020 FS were used to establish the reasonable prospects for eventual economic extraction necessary for estimating Mineral Resources.    Relative to the January 2020 Mineral Resource estimate, the updated March 2023 Mineral Resource estimate for the Project reflects a significant increase in the estimated resource tons, including the reporting of the Mineral Resources for the LoB-Li mineralization for the first time for the Project. The updated Mineral Resource estimate also presents an increase to the Lithium-Boron Mineral Resource tons as the impact of the LoB-Li mineralization resulted in a net expansion of the constraining Mineral Resource pit shell. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  22.1.2 Significant Risks and Uncertainties  The primary geological risk for the Project remains the level of understanding of the location, geometry, and displacement associated with localized faulting. The 2018-2019 drilling and detailed mapping performed by ioneer have improved the understanding of the location and impacts of localized faulting; however, some uncertainty still exists in localized areas, particularly where there appear to be significant differences in the structural interpretation between surface mapping and nearby drill holes.  There is additional geological risk for the project relating to the mining, processing and market economic factors, parameters, and assumptions used to support the reasonable prospects for eventual economic extraction of the Mineral Resources. The Mineral Resource estimates could be materially affected by any significant changes in the assumptions regarding forecast product prices, mining and process recoveries, or production costs. If the price assumptions are decreased or the assumed production costs increased significantly, then the cut-off grade must be increased and, if so, the potential impacts on the Mineral Resource estimates would likely be material and need to be re-evaluated.  While the mineralization is constrained to the west by the outcrop/subcrop of the mineralized units, the surface geological mapping and surface gravity survey suggest the basin extends significantly beyond the extents of the current drilling in the north, east, and south directions. While a significant inventory of Mineral Resources sufficient to support potential long-term mining operations has already been identified, the opportunity may exist to identify additional resources with more favorable characteristics such as higher grades, thicker mineralized horizons, and lower stripping ratios.  Mineral Reserves  Interpretations and Conclusions  Metallurgy and Processing  The objective of the processing facility is to produce boric acid and lithium carbonate from Rhyolite Ridge ore. The ore will be processed by vat acid leaching, impurity removal, evaporation, and crystallization, involving a flowsheet developed for this project using known and commercially proven equipment and technology. The flowsheet development has been supported by extensive test work and pilot plant programs.  While the Rhyolite Ridge individual process operations are commercially available with respect to equipment types and equipment sizes, the process flowsheet has been sequenced to exploit the unique mineralogy and chemistry of the Rhyolite Ridge ore that is different to traditional brine, or spodumene-based lithium production. A pilot plant was constructed to complete the metallurgical test work for the Rhyolite Ridge operations, including vat leaching, boric acid circuit, impurity removal, evaporation and crystallization, and lithium carbonate circuit. The test work produced a clear understanding of the processing chemistry, sequences, and understanding of the set points for optimal operation. This work was used as the basis to develop the plant design, cost estimates, and production forecasts in the FS.  A 3,860 stpd sulphuric acid plant is the heart of the Rhyolite Ridge operation. The sulphuric acid plant will produce commercial-grade (98.5%) sulphuric acid for vat leaching of ore; steam to drive the evaporation and crystallization steps; and electricity to drive the entire process. The associated power plant will generate 35 MW of electricity in an island mode – sufficient to run the entire facility and will be separate from the Nevada state power grid.  22-2 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  In summary, the evolution of the project’s flowsheet has been significant, and proven at pilot plant scale. This provides confidence that the Rhyolite Ridge Project will provide high recovery rates and become a major, low- cost, and long-term supplier of both lithium and boron.  Spent Ore Storage Facility  The SOSF is designed to be a zero-discharge facility and incorporates the necessary drainage and collection systems for a safe design. The SOSF has been designed to store a composite consisting of leached ore from the vats plus sulphate salts generated in the evaporation and crystallization circuits. This material is suitable for dry stacking, meaning there is no need for a conventional tailings dam. The SOSF will be constructed in two phases, with each phase storing approximately 12 million short tons of composite material. The facility has sufficient storage capacity to support the Project.  The SOSF will be located 1 mile south of the processing facilities; the material will be trucked from the processing plant and mechanically placed and compacted as necessary onto the SOSF.  Geotechnical  A geotechnical investigation including laboratory testing was completed to provide slope design recommendations. Lab results for a single sample indicated that the M5a unit has a friction angle of 7.8 degrees and 1.9 pound per square inch (psi) of cohesion. In slope stability analysis, the M5a unit was often the critical sliding surface and the model indicated that this surface could occur where the unit was dipping towards the quarry at an apparent dip as low as 5 degrees. The M5 unit is directly above the B5 ore seam and can have up to 600 feet of overburden above it within the quarry area.  No hydrogeological data was incorporated into the geotechnical analyses of the underlying geology, quarry configurations, or quarry design parameters. Project geotechnical analyses were completed under the assumption that the underlying geology and quarry walls would be dry.  The stability analyses of the OSFs also assumed the M5 unit would be stacked dry (unsaturated).  Hydrology  Springs are a contributor to the hydrology in the study area and are the origin for the channel flow of many drainages. No wetlands and/or drainages identified are anticipated to be jurisdictional and subject to Section 404 Clean Water Act permitting. Stormwater controls (diversion channels, culverts, and sediment ponds) will be constructed around the perimeter of the quarry, before the quarrying process begins in the respective area, to limit the quantity of water in the quarry, non-contact water (water that has not come in contact with disturbed ground or composite materials) will be diverted around the disturbed area and discharge to downstream water courses.  Hydrogeology  HGL (2020) developed and implemented a baseline hydrogeology program that included field characterization (well and VWP installation, well and spring sampling, packer testing, and long-term pumping test), groundwater flow modeling, and impacts assessment to support permitting and project design. Key groundwater-related issues were evaluated including the Stage 1 quarry dewatering for operations, groundwater supply evaluation, and Stage 1 quarry refilling and quarry lake formation post closure.  In-quarry dewatering wells and in-quarry collection through sumps and pumping will be necessary in all stages of quarry progression to maintain a dry, stable floor, as the lower hydraulic conductivity Cave Springs formation provides a barrier to groundwater flow in a significant portion of the proposed Stage 1 quarry. Dewatering rates  22-3 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  are predicted to range from 63 to 345 gpm with a life of (Stage 1) quarry average of 144 gpm. A minimum of one sump collection area will be maintained at all times in the lowest area of the quarry floor. Between production years 4 and 9, there may be two entirely separate mining areas in two separate quarries, in which case two dewatering areas will be used, one for each quarry. This water will be pumped out of the quarry using dewatering pumps where it will be sent to the process circuit for reuse.  The current plan is to develop an on-site water supply that will involve groundwater extraction to make up any difference between quarry dewatering production and the process water requirement of approximately 2,150 gpm. The hydrogeologic effects of groundwater production was simulated as a series of wells along the Cave Spring Drainage. Results indicate a groundwater depression would be developed that extends along Cave Spring Drainage to and somewhat beyond the Operational Project Area Boundary. It is not anticipated that the water supply pumping along Cave Spring Drainage would affect springs or other water users in or around the Operational Project Area  The post closure Stage 1 quarry will develop a lake which will be dominated by the high-evaporation characteristic of this area. Groundwater inflow to the quarry is predicted to be relatively low due to the low recharge in the region, structure and fault-controlled compartmentalization, and the very low permeability of the lacustrine sediments of the Cave Spring Formation which surrounds the majority of the proposed Stage 1 quarry. Given these conditions, the quarry lake is predicted to be a hydraulic sink, with an expected (base) case predicted quarry lake elevation of 5,761 feet asl compared to an approximate sink elevation of 5.823 ft asl and ranging from approximately 11 to 98 feet below the sink elevation for the different model sensitivity runs.  22.2.1.6 Infrastructure  The Rhyolite Ridge Project is designed to operate independent from the Nevada power grid. Power will be produced onsite using a steam power generator (STG). Steam will be produced from the waste heat boiler in the sulphuric acid plant to supply the STG. A peak power generation of 35.2 MW can be realized. At full load, total power consumption for the facility is estimated to be 30.5 MW (12 MW used by the sulphuric acid plant and  18.5 MW used by the ore processing facilities). The power plant design also includes a separate essential power 6 MW diesel generation and distribution system, providing black-start capability and assuring power availability to  essential systems, should the STG be down.  The Project’s water supply is anticipated to be sourced from onsite wells. Water from quarry dewatering wells will be supplemented with an onsite wellfield from which water will be conveyed to the processing facilities via pipeline and truck haulage.  22.2.1.7 Pit Targeting  Numerous pit targeting exercises were performed to identify the economic extents of the Stage 1 Pit and Stage 2 Pit. Key inputs influencing the pit targeting exercise included:  22-4              ROM Modifying Factors  Unit costs, including mining, processing, and sales costs Metallurgical recovery  Sales prices Cut-off grades  Geotechnical criteria, including overall pit slopes 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS    22-5  Other external constraints such as the locations of buckwheat, permit boundaries, public utilities, and infrastructure  ROM Modifying Factors were applied to the in-situ block model to estimate ROM tonnages and grades that can be expected from the mining process. Based upon the results of this pit targeting exercise, the 65% revenue factor pit shell was chosen as a basis for the development of the Stage 2 Pit design due to its roughly 84 Mt of contained ore material that equates to approximately 32 years of ore production at an average ore production rate of 2.8 Mtpy. Increasing the revenue factor and additional study tons would have increased the study life of the Project but would have also included lower value Resources into the quarry plan without any substantial benefit in Project value on a Net Present Value basis by extending the FS life beyond the 30-year timeframe.  22.2.1.8 Quarry Design  While the pit targeting exercise helped to identify the lowest-cost ore within the designated study period, the Stage 1 and Stage 2 pit designs were defined by the presence of the M5 unit. Due to the highly sensitive nature of the quarry wall orientations to the dip and orientation of the M5 unit on pit slope stability, the pit design process required numerous iterations of the Stage 1 pit and Stage 2 pit before finding wall orientations that met pit slope stability criteria and met the other design objectives and constraints.  The Stage 1 pit was designed to maximize ore recovery to the extent possible while allowing ioneer to operate under an initial EIS permit for as long as possible. The resultant design for the Stage 1 pit included 82.4 Mt of overburden and 12.0 Mt of Measured and Indicated ore-grade material that equates to approximately 4.6 years of ore production at an average annual acid consumption rate of 1.38 Mtpa. The Stage 1 and Stage 2 pits have a combined 493.5 Mt of overburden and M5 material and 66.4 Mt of ore-grade material. Changes in the final Stage 2 pit highwall design were required to meet slope stability requirements, resulting in a loss of ore tons previously included in the mine design. There is an opportunity incorporate some or all of these tons back into the quarry, with additional drilling outside of the final Stage 2 pit extents to better define the dip and orientation of the M5 unit.  Rhyolite Ridge will become the first greenfield site in the United States to use automated haul trucks in the initial operation after numerous international projects have demonstrated favorable results using automated haul trucks. This has been shown to provide operating and capital costs advantages in addition to minimizing safety incidents. Reserves  Assumptions and parameters for Modifying factors from the mining, processing, and market studies were used to establish the reasonable prospects for eventual economic extraction necessary for estimating Mineral Reserves.  The April 2020 FS, 26-year Stage 2 Production Plan with the consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social, and governmental Modifying Factors has demonstrated that the Project is economically viable at the time of reporting. The updated March 17, 2020, Ore Reserve estimate consists of:        32.0 Mt of Proven Ore Reserves at an average grade of 1,900 ppm Lithium and 16,250 ppm Boron.  34.5 Mt of Probable Ore Reserve at an average grade of 1,700 ppm Lithium and 14,650 ppm Boron  66.5 Mt of Proven and Probable Ore Reserves at an average grade of 1,800 ppm Lithium and 15,400 ppm Boron  The market analysis on the lithium market has concluded the following: 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS    22-6  The lithium market is growing significantly, and consumption will continue to be driven by the Li-ion battery sector, increasingly for automotive use, with rechargeable batteries forecast to register 22.9% CAGR through to 2028 based on Roskill’s analysis.      The demand is expected to absorb the ioneer product when it is available.  The strategy should focus on all major market segments, especially the high growth Li-ion batteries.  Substantial market support for the project has already been achieved through a 105,000 metric tons per annum binding offtake agreement with one of the largest users and distributors to the boron industry, which represents over 50% of Rhyolite Ridge’s expected annual boric acid production.  22.2.1.9 Environmental  The Project will be an environmentally friendly operation with green power production, low-water usage, low emissions, and a modest surface footprint with no tailings dam.  ioneer has secured a number of critical permits for the Project and is in the process of securing other critical permits to advance the overall Project, particularly those required by:  Bureau of Land Management (BLM) of the U.S. Department of Interior – Plan of Operation and State of Nevada, Bureau of Mining Regulation and Reclamation (BMRR) – Nevada Reclamation Permit was submitted to both agencies and the BLM determined the application complete on August 26, 2020. A amendment to the application was submitted in July 2022.  State of Nevada, BMRR - Water Pollution Control Permit (WPCP) (required to construct, operate, and close a mining facility) was obtained on July 1, 2021 (NVN-2020107)  State of Nevada, Bureau of Air Pollution Control – Air Quality Permit was obtained on June 14, 2021 (AP1099-4256)  The BLM permitting process will require compliance with the NEPA; ioneer is actively assisting the BLM to meet these requirements including preparation of baseline reports and refinement of the facility’s Mine Plan of Operations.  22.2.1.10 Marketing  For lithium, based on both sets of Wood Mackenzie and Benchmark revised Q2 2023 forecasts, the lithium market is expected to be in deficit through 2024 and shift to surplus from 2025 through 2029 and to deficit from 2030 onwards. ioneer’s forecast production of approximately 20,000 t by 2026 will be needed by the market, and the capacity should be absorbed into demand by 2029 onwards. For boric acid, the global boric acid demand and supply were close to equilibrium pre-COVID 2019 at an 82% utilization rate, supply shortages occurred during the pandemic due to logistic disruptions, and it took until 1H 2022 for supply to recover. Although the industrial sector in Asia has slowed down in 2023, the market is currently in balance with a utilization rate of 82%, and the market is forecasted to become tight from 2024 and enter deficit from 2025 onwards. This means ioneer's production of approximately 174,400 Mtpy from 2026, and Fort Cady at 90,000 Mtpy from 2025 will be needed by the market and absorbed into demand by 2029 onward. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  Significant Risks and Uncertainties  The Project is following critical risk mitigation strategies, including the development of a Project risk register using Fluor’s proven risk identification and mitigation methods for execution of the Project.  Geological Risk  The primary geological risk for the Project remains the level of understanding of the location, geometry, and displacement associated with localized faulting and its impact on the dip and orientation of the M5a geologic unit. The 2018-2019 drilling and detailed mapping performed by ioneer have improved the understanding of the location and impacts of localized faulting; however, some uncertainty still exists in localized areas, particularly where there appear to be significant differences in the structural interpretation between surface mapping and nearby drill holes. The M5 unit is directly above the B5 ore seam and can have up to 600 feet of overburden above it within the quarry area. The M5a unit, which is assumed to comprise the top 5 to 10 feet of the total M5 unit across the deposit, is a very weak swelling clay with a friction angle of 7.8 degrees and 1.9 pound per square inch (psi) cohesion. The quarry wall becomes unstable in any area where the apparent dip exceeds the maximum allowable apparent dip.  Additional drilling data along the critical cross sections could significantly change the geologic interpretation regarding the nature of the folds and faults affecting the weak M5a (or any other weak bedding planes or geologic contacts) and that could materially impact the pit slope stability analysis. Once in operation, on-going wall monitoring will be required for any unexpected changes in the dip and orientation of the M5a unit that may cause pit wall instability or potential failure in advance of mining.  An unload of additional overburden material along the southeast and eastern extents of the Stage 2 Pit is required to mitigate potential pit slope stability issues due to the dip and orientation of the M5a unit outside of the initial Stage 1 Pit. Based on recommendations provided by EnviroMINE, this requires that mining outside of the Stage 1 Pit extents begin at the up-dip exposure of the eastern fold limbs with overburden removed down-dip to the west from the eastern extent of the Stage 2 Pit limits. Additionally, the Stage 2 Pit will be incrementally mined from south to north with the advancing face orientated roughly perpendicular to the dip of the M5a unit as mining advances.  No hydrogeological data was incorporated into the geotechnical analyses of the underlying geology, pit configurations, or pit design parameters. As such, EnviroMINE’s geotechnical analyses were completed under the assumption that the underlying geology and pit walls would be dry. WSP’s stability analyses of the OSFs also assumed the M5 unit would be stacked dry (unsaturated). If the pit walls cannot be fully dewatered, then the outcomes of the pit slope stability analyses will change and result in a decrease of the maximum allowable inter- ramp angle used to design the pit walls, thereby increasing strip ratio and associated overburden tonnages.  Buckwheat Constraint  A BLM sensitive species that was listed as a USFWS Endangered species of buckwheat plant, known as Tiehm’s buckwheat exists within the Rhyolite Ridge Project Site. A total of eight populations of this buckwheat species are scattered throughout the Mine Permit Boundary. ioneer is currently implementing a buckwheat protection plan which includes avoidance of the plant. Additional efforts to grow new populations from harvested seeds are also ongoing. The buckwheat protection plan is subject to continued research and developments from ongoing buckwheat mitigation studies. With the listing of the species by the USFWS and the designation of critical habitat  22-7 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  for the Tiehm’s buckwheat, consultation with the USFWS and issuance of a biological opinion that the proposed PoO will not jeopardize the continued existence of the species nor that the proposed project would adversely modify critical habitat will be required for each stage of mine development.  22.2.2.3 Marketing Risk  The marketing risk review identified five key commercial risks as listed below:  22-8    Customers do not accept that acceptable product can be produced and will not commit to contract volumes before the mine starting.          Customers do not honor contracts and MOU's resulting in lower sales levels.  The commercial team is not able to secure contracts to meet production levels.  Prices are less than expected due to oversupply or lower demand.  The market does not grow as predicted and sales volume are less than expected.  Each of these risks can be mitigated to some degree; however, in some cases, the residual risk is still significant.  22.2.2.4 Hydrogeological Risk  While the groundwater system is predicted to be able to sustain a well field along Cave Spring Drainage for process water make-up for the Stage 1 project, no additional analysis has been conducted to support the well field design. There is risk that wells would not perform effectively or that hydrogeologic conditions are not amenable to a well field in that area. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  RECOMMENDATIONS  Mineral Resources  In general, based on the results presented in this TRS, additional geological work should be performed on the Project as part of future studies to improve confidence and decrease Project risks. Based on the results of this Study, the following items are recommended:  23-1    Update the geological model to incorporate detailed geological mapping of the South Basin north of the county road.    Conduct further evaluation of faulting identified in drill holes and on surface mapping and update the geological model, as necessary.    Evaluate findings of seismic study once two-way travel time data has been converted to depth and incorporate structural and stratigraphic interpretation of seismic profiles into the geological model, as necessary.    Based on the results of the fault evaluation and seismic study, evaluate the need for targeted infill drilling to better define the geometry and displacement of any faults deemed to be poorly defined in the current data and modeling.    Evaluate additional domaining of HiB-Li and LoB-Li mineralization, particularly in the B5 and L6 units, to allow for identification of potential additional distinct and laterally continuous mineralized intervals within these units.    Consider further interpretive controls on the leapfrog lithological domain modeling to improve geological reasonableness of the domain modeling.    Perform a kriging neighborhood analysis (KNA) to evaluate the impacts on refining various model interpolation and estimation parameters and assumptions (i.e., sample selectivity, block size analyses and so forth).    Evaluate potential additional exploration planning in the south end of the South Basin, comprising reconnaissance level geophysical surveys and additional core drilling with the aim of identifying additional tons at higher Lithium-Boron grades based on observed grade trends in the current model.    Any additional exploration or infill drilling performed on the project should take into consideration the recommendations relating to analytical QA/QC presented in this TRS. This includes revising QA/QC protocol to include field duplicates, laboratory replicates (coarse and pulp replicates) and check assay analyses at a second independent commercial laboratory. 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  23.2 Mineral Reserves  Based on the information presented in this TRS and the accompanying FS, the following items are recommended:  23-2    Continue development of buckwheat protection plan and mitigation efforts, including:  Seed collection and storage  Greenhouse germination  Research sponsorship  Transplanting of adult populations  Soil testing to identify preferred soil conditions  Care and protection of existing populations  Genetic research    Perform additional drilling outside of the final Stage 2 pit extents to better define the dip and orientation of the B5 and M5 units and potentially increase mine reserves  Run new pit optimizations, design new pit, and update the production plan based on the new geologic model, buckwheat avoidance areas and any other updated modifying factors considerations.      Perform updated geotechnical assessment using revised geologic model with hydrogeological data incorporated.      Update process plant recoveries to improve project economics  Continued updating of marketing intelligence and sales plans to mitigate risks 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  24.0 REFERENCES  Amen and Carraher, 2012. Internal Geology Report for ALM. June 2012.  Benchmark Mineral Intelligence, Lithium Price Assessment – July 2021 Assessment. August 2021.  Carpenter, 2017. Summary of the Gravity Survey Conducted for Global Geoscience Ltd. on Rhyolite Ridge Project.  EM Strategies, Cultural Resources Inventory and Report,  EM Strategies, 2020b. 2019 Baseline Biological Survey Report – Access Road Right-of-Way. EMS, 2020b. Rhyolite Ridge Lithium-Boron Project. Prepared for ioneer USA, February 2020.  EnviroMine Inc. 2020. Rhyolite Ridge LOQ Quarry Geotechnical Recommendations, Esmeralda County, Nevada USA. Pre-Feasibility Level Report.  Fastmarkets Company, 2021. Lithium Spotlight Monthly Report. August 2021. Fastmarkets Company, 2021. Lithium Price Update, September 2021.  Fastmarkets Company, 2021. Global Lithium Wrap, September 2021.  Fluor, 2020. ioneer USA Corp. Rhyolite Ridge Lithium-Boron Project (Definitive) Feasibility Study (FS) Report. March 2020.  Golder, 2019. Technical Memorandum, Rhyolite Ridge Lithium-Boron S3 Unit Subdivision Technical Memorandum, November 2019.  Golder, 2020. JORC Mineral Resource Competent Person Documentation Report, February 2020.  HydroGeoLogica, Inc. 2020a. Rhyolite Ridge Baseline Hydrology Report. Prepared for ioneer USA Corporation, Reno, Nevada. May 2020. HydroGeoLogica, 2020b. Rhyolite Ridge Geochemical Characterization Report. May 2020  IHS Markit, 2020. 2020 Pier Report  International Trade Center (ITC) Trade Map, 2020. 2018-2020 Trade Statistics. Macquarie Group, 2021. Research, Lithium Market Outlook, April 2021.  Maia Research Co., Ltd. 2018. Global Borates Industry Market Research Report, February 2018.  Maia Research Co., Ltd. 2021. Global Polymer Lithium-Ion Battery Market Report 2020 by Key Players, Types, Applications, Countries, Market Size, Forecast to 2026 (Based on 2020 COVID-19 Worldwide Spread).  September 2021.  NewFields, 2019b. Rhyolite Ridge Spent Ore Storage Facility Engineering Design Report, Rhyolite Ridge Lithium- Boron Project prepared for ioneer USA, April 2019.  NewFields, 2019d. Socioeconomic Baseline Technical Report. NewFields, 2019d. Rhyolite Ridge Lithium-Boron Project. Prepared for IONEER USA, November 2019.  24-1 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  NewFields, 2020. Geotechnical Exploration of Residue Storage Facility and Process Facilities Areas of the DFS, March, 2020  NewFields, 2020a. Surface Water Resources Baseline Technical Report. Rhyolite Ridge Lithium-Boron Project, Esmeralda County, Nevada. Prepared for ioneer USA Corporation, Reno, Nevada. January 2020.  Newfields, 2020b. Land Use, Transportation, and Access Baseline Technical Report, Rhyolite Ridge Lithium- Boron Project, Prepared for ioneer USA, 2020.  Noble, 2018. Paleontology Resource Survey and Report on Rhyolite Ridge Project. Noble, P., 2018. Submitted to EM Strategies, Inc., September 2018.  Rhyolite Ridge Quarry Lake Evaluation Report, March 2020.  Roskill, 2021. Lithium – Outlook to 2031, 18th Edition. August 2021e  Shanghai Metal Market, 2018. China Boric Acid Market Study 2018-2022E, August 2018.  Stantec Consulting Services, Inc., 2019. Aquatic Resources Delineation Report, Rhyolite Ridge Project, Prepared for ioneer USA. October 2019  StormCrow Capital Ltd., 2015. Industry Report – Borates, April 2015  Wright Geophysics, 2019. Rhyolite Ridge Seismic Survey – 2019 GIS Database.  24-2 
 

 Effective Date: October 25, 2023  Rhyolite Ridge S-K 1300 TRS  25.0 RELIANCE ON INFORMATION PROVIDED BY THE REGISTRANT  The WSP QPs have relied upon information provided by ioneer regarding mineral tenement and land tenure for the Project; the WSP QPs have not performed any independent legal verification of the mineral tenement and land tenure. The WSP QPs are not aware of any agreements or material issues with third parties such as partnerships, overriding royalties, native title interests, historical sites, wilderness or national park and environmental settings relating to the 386 Lode Mining Claims for the Project.  The WSP QPs for Mineral Resources and Mineral Reserves have relied upon the registrant to supply pricing and marketing information that was used in the following Sections:  25-1                    Section 1.5 – Mineral Resource Estimate  Section 1.6 - Mineral Reserve Estimate  Section 1.7 - Capital and Operating Costs  Section 11.3 – Basis for Establishing the Prospects of Economic Extraction for Mineral Resources  Section 12.2.5 – Cut-Off Grade Estimate  Section 12.2.6 – Pit Targeting Methodology and Pit Selection  Section 16.0 – Market Studies  Section 18.0 – Capital and Operating Costs  Section 19.0 – Economic Analysis  The WSP QPs have relied upon ioneer and other ioneer QPs to provide infrastructure, tailings storage and process designs and estimates, geotechnical analysis and designs, hydrogeological analysis and designs and environmental/permitting analysis and data in the development of the Mineral Reserves estimate, as described in the follow Sections:            Section 10 – Mineral Processing and Metallurgical Testing  Section 13 – Quarry Methods  Section 14 – Processing and Recovery Methods  Section 15 – Infrastructure  Section 17 – Environmental Studies, Permitting 
 

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