.3

Consolidated Financial Statements
(Expressed in US dollars)
Six month fiscal period ended December 31, 2024 and year ended June 30, 2024

Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Standard Lithium Ltd.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of Standard Lithium Ltd. and its subsidiaries (the Company) as of December 31, 2024 and June 30, 2024, and the related consolidated statements of comprehensive (loss) income, of changes in equity and of cash flows for the six-month period ended December 31, 2024 and for the year ended June 30, 2024, including the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and June 30, 2024, and its financial performance and its cash flows for the six-month period ended December 31, 2024 and for the year ended June 30, 2024, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated 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 of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated 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 consolidated 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 consolidated 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 consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
Chartered Professional Accountants
Vancouver, Canada
March 21, 2025
We have served as the Company’s auditor since 2022.
PricewaterhouseCoopers LLP
PwC Place, 250 Howe Street, Suite 1400,
T.: +1 604 806 7000, F.: +1 604 806 7806, Fax to mail: ca_vancouver_main_fax@pwc.com
“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.
2
STANDARD LITHIUM LTD.
Consolidated Statements of Financial Position
As at December 31, 2024 and June 30, 2024
(Expressed in thousands of US dollars)
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December 31, 2024 |
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June 30, 2024 |
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July 1, 2023 |
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Currency remeasurement: Note 2 |
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Currency remeasurement: Note 2 |
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ASSETS |
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Current assets |
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Cash |
$ |
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$ |
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$ |
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Restricted cash |
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— |
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Receivables - related parties (Note 13) |
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— |
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Other current assets |
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Non-current assets |
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Reclamation deposit |
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— |
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Exploration and evaluation assets (Note 8) |
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Intangible assets (Note 9) |
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Right of use asset (Note 11) |
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Property, plant and equipment (Note 7) |
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Investment in Aqualung (Note 6) |
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Investment in joint ventures (Note 5) |
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— |
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Financial asset - FID (Note 15) |
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— |
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Advances and deposits |
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TOTAL ASSETS |
$ |
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$ |
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$ |
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LIABILITIES |
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Current liabilities |
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Accounts payable and accrued liabilities |
$ |
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$ |
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$ |
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Accounts payable - related parties (Note 13) |
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Lease liability - short-term |
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Non-current liabilities |
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Lease liabilities - long-term |
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Deferred income tax liabilities (Note 14) |
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— |
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Decommissioning provision |
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TOTAL LIABILITIES |
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SHAREHOLDERS’ EQUITY |
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Share capital (Note 12) |
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Reserves (Note 12) |
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Accumulated deficit |
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( |
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( |
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( |
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Accumulated other comprehensive loss |
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( |
) |
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( |
) |
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( |
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TOTAL SHAREHOLDERS’ EQUITY |
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TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
$ |
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$ |
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$ |
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Approved by the Board of Directors and authorized for issue on March 21, 2025.
“Robert Cross” |
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“Claudia D’Orazio” |
Director |
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Director |
The accompanying notes are an integral part of these consolidated financial statements.
3
STANDARD LITHIUM LTD.
Consolidated Statements of Comprehensive (Loss) Income
For the six month fiscal period ended December 31, 2024 and the year ended June 30, 2024
(Expressed in thousands of US dollars, except share and per share amounts)
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Six month fiscal period ended December 31, |
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Year ended June 30, |
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2024 |
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2024 |
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Currency remeasurement: Note 2 |
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Expenses |
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General and administrative |
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$ |
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$ |
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Demonstration Plant operations (Note 10) |
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Management and directors’ fees (Note 13) |
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Share-based compensation (Note 12) |
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Separation benefits |
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— |
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Foreign exchange gain |
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( |
) |
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( |
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Loss from operations |
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Gain on deconsolidation of subsidiaries (Note 4) |
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— |
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Impairment expense (Note 8) |
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( |
) |
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— |
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Interest and other income |
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Fair value gain on financial asset - FID (Note 15) |
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Investment loss from joint ventures (Note 5) |
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( |
) |
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( |
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Interest expense |
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( |
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( |
) |
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Net (loss) income before income taxes |
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( |
) |
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Deferred income tax benefit (expense) |
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( |
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Net (loss) income |
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( |
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Other comprehensive loss |
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Item that may be reclassified subsequently to income or loss: |
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Currency translation differences of foreign operations |
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( |
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( |
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Total comprehensive (loss) income |
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$ |
( |
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$ |
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Weighted average number of common shares outstanding – basic |
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Weighted average number of common shares outstanding – diluted |
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(Loss) earnings per share |
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Basic (loss) earnings per share |
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$ |
( |
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$ |
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Diluted (loss) earnings per share |
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$ |
( |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
4
STANDARD LITHIUM LTD.
Consolidated Statements of Changes in Equity
For the six month fiscal period ended December 31, 2024 and the year ended June 30, 2024
(Expressed in thousands of US dollars, except share amounts)
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Number of |
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Share |
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Reserves |
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Accumulated deficit |
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Accumulated other comprehensive loss |
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Total |
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Balance, June 30, 2023 (Currency remeasurement: Note 2) |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Share-based compensation |
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— |
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— |
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— |
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— |
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Shares issued under the ATM (as defined herein) (Note 12) |
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— |
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— |
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— |
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Share issuance costs |
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( |
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— |
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— |
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— |
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( |
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Options exercised |
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( |
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— |
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— |
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Net income |
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— |
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— |
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— |
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— |
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Currency translation differences of foreign operations |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Balance, June 30, 2024 (Currency remeasurement: Note 2) |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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Share-based compensation |
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— |
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— |
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— |
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— |
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Shares issued under the ATM (Note 12) |
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— |
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— |
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— |
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Shares issued in consideration for services |
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— |
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— |
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— |
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Share issuance costs |
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— |
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( |
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— |
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— |
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— |
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( |
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Vesting of DSUs |
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( |
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— |
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— |
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— |
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Options exercised |
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( |
) |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Currency translation differences of foreign operations |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Balance, December 31, 2024 |
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$ |
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$ |
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$ |
( |
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$ |
( |
) |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
5
STANDARD LITHIUM LTD.
Consolidated Statements of Cash Flows
For the six month fiscal period ended December 31, 2024 and year ended June 30, 2024
(Expressed in thousands of US dollars)
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Six month fiscal period ended December 31, 2024 |
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Year ended June 30, 2024 |
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Currency remeasurement: Note 2 |
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Operating activities |
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Net (loss) income |
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$ |
( |
) |
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$ |
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Add items not affecting cash |
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Share-based compensation (Note 12) |
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Deferred income tax (benefit) expense (Note 14) |
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( |
) |
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Foreign exchange |
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( |
) |
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( |
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Impairment expense (Note 8) |
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— |
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Gain on deconsolidation of subsidiaries (Note 4) |
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— |
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( |
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Investment loss from joint ventures (Note 5) |
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Fair value gain on financial asset - FID (Note 15) |
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( |
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( |
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Amortization |
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Interest expense |
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Other |
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— |
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Net changes in non-cash working capital items: |
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Other current assets |
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Advances and deposits |
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Accounts payable and accrued liabilities |
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( |
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Receivables – related parties |
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( |
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( |
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Accounts payable – related parties |
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( |
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Net cash used in operating activities |
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( |
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( |
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Investing activities |
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Exploration and evaluation assets |
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( |
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( |
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Proceeds received from Equinor |
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— |
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Purchase of property, plant and equipment |
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( |
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( |
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Purchase of short-term investments |
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( |
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( |
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Patent |
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( |
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— |
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Net cash used in investing activities |
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( |
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( |
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Financing activities |
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Proceeds from issuance of shares |
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Exercise of options |
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Share issuance costs |
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( |
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( |
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Lease payments |
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( |
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( |
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Net cash provided by financing activities |
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Effect of exchange rates on cash |
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( |
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Net change in cash |
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( |
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( |
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Cash, beginning of period |
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Cash, end of period |
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$ |
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$ |
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Non-cash investing and financing |
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Change in exploration and evaluation expenditures included in accounts payable |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
6
STANDARD LITHIUM LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH FISCAL PERIOD ENDED DECEMBER 31, 2024 AND YEAR ENDED JUNE 30, 2024
(Expressed in thousands of US dollars, except where indicated and share and per share amounts)
Standard Lithium Ltd. was incorporated under the laws of the Province of British Columbia on August 14, 1998, and was continued under the Canadian Business Corporations Act on December 1, 2016. Standard Lithium Ltd. and its subsidiary entities' (collectively "Standard Lithium" or the "Company") principal operations are comprised of exploration for and development of lithium brine properties in the United States of America (the "USA"). The Company also has significant investments in joint venture arrangements for the exploration and evaluation of lithium brine projects and the development of production facilities. The address of the Company’s corporate office and principal place of business is Suite 1625, 1075 West Georgia Street, Vancouver, British Columbia, Canada, V6E 3C9. The Company’s common shares are listed on the TSX Venture Exchange (the "TSXV") and NYSE American, LLC under the symbol "SLI".
Statement of compliance
These consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”).
These consolidated financial statements have been prepared on a going concern basis.
Basis of consolidation
The consolidated financial statements of the Company include the accounts of the Company and its subsidiaries. A subsidiary is an entity over which the Company has control. The Company controls an entity when the Company is exposed to, or has the rights to, variable returns from the Company’s involvement with the entity and has the ability to affect those returns through the Company’s power over the entity.
The results of the Company’s subsidiaries are included in the consolidated financial statements from the date that control commences until the date the control ceases. All intercompany transactions and balances have been eliminated.
The Company’s most significant subsidiaries are presented below:
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Ownership |
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Arkansas Lithium LLC |
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% |
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California Lithium Ltd. |
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% |
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SLL El Dorado South LLC |
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% |
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Standard Lithium US Holdings LLC |
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% |
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SWA Lithium Holdings LLC |
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% |
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Texas Lithium Corp. |
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% |
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7
STANDARD LITHIUM LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH FISCAL PERIOD ENDED DECEMBER 31, 2024 AND YEAR ENDED JUNE 30, 2024
(Expressed in thousands of US dollars, except where indicated and share and per share amounts)
Basis of presentation
The consolidated financial statements have been prepared on the historical cost basis except for financial assets classified as fair value through profit or loss, which are stated at their fair value.
The consolidated financial statements are presented in the United States dollar ("USD"), and all values are rounded to the nearest thousand except as otherwise indicated. The functional currency of the Company is the Canadian dollar ("CAD"). For this entity, all transactions not denominated in CAD functional currency are considered to be foreign currency transactions. Foreign currency denominated monetary assets and liabilities are translated using the rate of exchange prevailing at the reporting date. Gains or losses on translation of these items are included in earnings and reported as foreign exchange loss (gain). Foreign currency denominated non-monetary assets and liabilities, measured at historical cost, are translated at the rate of exchange at the transaction date. The functional currency of all subsidiaries is USD. For these entities, all transactions not denominated in USD functional currency are considered to be foreign currency transactions. Foreign currency denominated monetary assets and liabilities are translated using the rate of exchange prevailing at the reporting date. Gains or losses on translation of these items are included in earnings and reported as foreign exchange loss (gain). Foreign currency denominated non-monetary assets and liabilities, measured at historical cost, are translated at the rate of exchange at the transaction date.
Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications have no effect on the reported results of operations.
Change in fiscal year-end
On November 18, 2024, the Company changed its fiscal year-end from June 30 to December 31, effective immediately. The decision to change the fiscal year-end to a calendar year-end was to align the Company’s reporting cycle more closely with how it plans to manage its business. These consolidated financial statements report the Company’s financial results for the period from July 1, 2024, through December 31, 2024, which it refers to as the “six month fiscal period ended December 31, 2024.”
Change in presentation currency
Effective July 1, 2024, the Company changed its presentation currency from CAD to USD due to its most significant assets and liabilities being denominated in USD and for consistency with peer companies in the lithium mining, exploration and production industry. This change has been applied retrospectively. As at and for the year ended June 30, 2024 and all prior periods, the Company's presentation currency was CAD as described in the Company’s June 30, 2024 annual consolidated financial statements. The change in accounting policy was applied in accordance with International Accounting Standards ("IAS") 21. The amounts reported in these consolidated financial statements as at June 30, 2024 and the year ended June 30, 2024 have been remeasured in USD based on the closing exchange rate on June 30, 2024 and the average rate for the year ended June 30, 2024, as listed below. The accounting policy used to translate equity items prior to June 30, 2024, was to use the historical rate for each equity transaction that occurred to recreate the historical amounts.
The exchange rates used to reflect the change in presentation currency were as follows:
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For the three months ended |
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June 30, |
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September 30, |
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December 31, |
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March 31, |
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June 30, |
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CAD - USD exchange rate |
2023 |
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2023 |
|
2023 |
|
2024 |
|
2024 |
|
|||||
Closing rate |
|
|
|
|
|
|
|
|
|
|
|||||
Average rate |
|
|
|
|
|
|
|
|
|
|
|||||
Critical accounting estimates and judgments
The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities and contingent assets and liabilities as at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Estimates and
8
STANDARD LITHIUM LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH FISCAL PERIOD ENDED DECEMBER 31, 2024 AND YEAR ENDED JUNE 30, 2024
(Expressed in thousands of US dollars, except where indicated and share and per share amounts)
judgments are continuously evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
The estimates and judgments that affect the application of the Company’s accounting policies and disclosures and have a significant risk of causing a material adjustment to the carrying amounts of assets, liabilities, income and expenses are discussed below.
Assessment of Impairment indicators
At each reporting period end, management applies judgment in assessing whether there are any indicators of impairment relating to exploration and evaluation assets. If there are indicators of impairment, the recoverable amount of the related asset is estimated in order to determine the extent of any impairment. An impairment loss is recognized to the extent that the carrying amount exceeds the recoverable amount.
Valuation of other assets and liabilities at fair value
The Company periodically measures and records certain assets and liabilities at fair value. The assets and liabilities that the Company measures and records at fair value on a recurring basis include its financial assets and investment in Aqualung. Other assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances. The assets and liabilities that the Company measures and records at fair value on a nonrecurring basis can include investments in joint ventures and other long-lived assets that are written down to fair value when they are determined to be impaired or held for sale. The valuation methods used by the Company to measure the fair values of these assets and liabilities may require considerable management judgment and estimates to derive the inputs necessary to determine fair value estimates, such as future prices, discount rates and current market volatility factors.
The accounting policies set out below have been applied consistently to all periods presented in these financial statements and have been applied consistently by the Company.
Cash
Cash consists of cash held via bank deposits. The Company’s cash balance includes $
Fair value of financial instruments
Fair value is the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants. In arriving at a fair value measurement, the Company uses a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable. The three levels of inputs used to establish fair value are the following:
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 or indirectly for similar items in active markets. The Company maximizes the use of observable market data and relies on entity-specific estimates at least possible; and
Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).
9
STANDARD LITHIUM LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH FISCAL PERIOD ENDED DECEMBER 31, 2024 AND YEAR ENDED JUNE 30, 2024
(Expressed in thousands of US dollars, except where indicated and share and per share amounts)
The following table summarizes the classification and measurement of the Company’s financial instruments under IFRS Accounting Standards 9:
Financial Instrument |
|
Classification |
Cash |
|
Amortized cost |
Restricted cash |
|
Amortized cost |
Financial asset - FID |
|
Fair value through profit or loss |
Investment in Aqualung Carbon Capture SA |
|
Fair value through profit or loss |
Accounts payable |
|
Amortized cost |
Amortized cost
The Company measures financial assets at amortized cost if both of the following conditions are met: the financial asset is held with the objective to collect contractual cash flows; and the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Fair value through other comprehensive income (“FVOCI”)
FVOCI assets are financial assets that are held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest.
Fair value through profit or loss (“FVTPL”)
A financial asset is measured at FVTPL unless it is measured at amortized cost or FVOCI. The Company may however make the irrevocable option to classify particular investments as FVTPL.
All financial instruments are initially recognized at fair value on the consolidated statement of financial position. Subsequent measurement of financial instruments is based on their classification. Financial assets and liabilities classified at FVTPL are measured at fair value with changes in those fair values recognized in the consolidated statement of income and comprehensive income for the year. Financial assets classified at amortized cost are measured at amortized cost using the effective interest method.
Derecognition of financial assets
Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire or when the contractual rights to those assets are transferred.
Exploration and evaluation expenditures
Pre-acquisition expenditures are charged to profit or loss as incurred. Expenditures directly related to the exploration and evaluation of mineral properties are capitalized once the legal rights to explore the mineral properties are acquired or obtained, including license and property acquisition costs, geological and geophysical expenditures, costs of drilling exploratory wells and directly attributable overhead including salaries and employee benefits, are initially capitalized as E&E assets.
When the technical and commercial viability of a mineral resource has been demonstrated and a development decision has been made, the capitalized costs of the related property are first tested for impairment and then transferred to property, plant and equipment and amortized following commencement of commercial production.
E&E assets are assessed for impairment to ensure they are not carried at amounts above their estimated recoverable values. The Company evaluates whether there are any indicators of impairment at the cash-generating unit level. If there are indicators of impairment, the recoverable amount of the related asset is estimated in order to determine the extent of any impairment. An impairment loss is recognized to the extent that the carrying amount exceeds the recoverable amount. The Company considers the following to be indicators of impairment: the period for which the entity has the right to explore
10
STANDARD LITHIUM LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH FISCAL PERIOD ENDED DECEMBER 31, 2024 AND YEAR ENDED JUNE 30, 2024
(Expressed in thousands of US dollars, except where indicated and share and per share amounts)
in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed; substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned; exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and sufficient data exists to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the E&E asset is unlikely to be recovered in full from successful development or by sale. As discussed in Note 8 - Exploration and Evaluation Assets, the Company has assessed its E&E assets as at December 31, 2024 and recognized $
Intangible assets
Intangible assets with finite useful lives are recorded at cost less accumulated amortization and accumulated impairment losses and are amortized on a straight-line basis over their estimated useful life. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives are carried at cost less accumulated impairment losses.
The Company recognizes patents as intangible assets when they meet the criteria set out in IAS 38. Renewal and deferral costs associated with maintaining patents are expensed as incurred unless they extend the useful life of the asset, in which case they are capitalized.
The Company’s intangible assets are amortized on a straight-line basis over their estimated useful lives of
Leases
At the inception of a contract, the Company determines whether the contract is or contains a lease based on the unique facts and circumstances present in the contract. Leases with a term greater than one year are recognized on the balance sheet as a right-of-use asset (“ROU”) and short-term and long-term lease liabilities, as applicable. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease.
The Company only includes an initial lease term in its assessment of a lease arrangement. The office lease liabilities and their corresponding ROU assets are recorded based on the present value of lease payments over the lease term. The lease liability is initially measured at the present value of future lease payments discounted at the interest rate implicit in the contract, or if the rate cannot be determined, the incremental borrowing rate over a similar term and with similar security for the funds necessary to obtain an asset of similar value in a similar economic environment is used. Interest on the lease liability is recognized at an amount that produces a constant periodic rate of interest on the remaining lease liability.
Property, plant and equipment (“PP&E”)
PP&E is recorded at historical cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition or the construction of the asset.
Residual values and useful economic lives are reviewed at least annually and are adjusted if appropriate at each reporting date. Subsequent expenditures relating to an item of PP&E are capitalized when it is probable that future economic benefits from the use of the assets will be increased. All other subsequent expenditure is recognized as repairs and maintenance expenses during the period in which they are incurred. Gains and losses on disposal of PP&E are determined by comparing the proceeds from disposal with the carrying amount of the asset and are recognized net within other income in the consolidated statement of comprehensive income.
The Company’s demonstration plant was amortized on a straight-line basis over its estimated useful life of
Construction in progress assets are not depreciated until they are capable of operating in the manner intended by management.
11
STANDARD LITHIUM LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH FISCAL PERIOD ENDED DECEMBER 31, 2024 AND YEAR ENDED JUNE 30, 2024
(Expressed in thousands of US dollars, except where indicated and share and per share amounts)
Investments in joint ventures
The Company has assessed the nature of its joint arrangement and determined it to be a joint venture. Joint ventures are joint arrangements whereby the parties that have joint control have rights to the net assets of the arrangement. Joint arrangements are arrangements of which two or more parties have joint control, and joint control is the contractually agreed upon sharing of control of an arrangement.
Investments in joint ventures are accounted for using the equity method in accordance with IAS 28 Investment in Associates and Joint Ventures from the date when the investees are determined to be joint ventures until the date when they cease to be classified as affiliates or joint ventures. Under the equity method, the investment is initially recognized at fair value, and the carrying amount is subsequently increased or decreased, to recognize the Company’s share of profit or loss and other comprehensive income of the affiliate or the joint venture after the date of initial recognition. The financial statements of affiliates and joint ventures have been adjusted to ensure consistency with the accounting policies adopted by the Company in applying the equity method, as necessary.
The use of the equity method is discontinued from the date when the investees are determined to no longer be a joint venture. The investment retained after cessation of the equity method is remeasured at fair value, and any gain or loss on such remeasurement and disposal of the investment is recognized in profit or loss.
Decommissioning provision
The Company recognizes liabilities for statutory, contractual, constructive, or legal obligations associated with the retirement of long-lived assets, when those obligations result from the acquisition, construction, development or normal operation of the assets. The net present value of management’s best estimate of future remediation costs arising from the decommissioning is capitalized to the related asset along with a corresponding increase in the decommissioning provision in the period incurred. Discount rates using a pre-tax risk-free rate that reflect the time value of money are used to calculate the net present value. The amount capitalized will be depreciated over the life of the asset.
The Company’s estimates of remediation costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of future expenditures. These changes in estimates are recorded directly to the asset with a corresponding entry to the decommissioning provision. The Company’s estimates are reviewed annually for changes in regulatory requirements, discount rates, effects of inflation and changes in estimates.
Changes in the net present value due to the passage of time are charged to profit and loss for the period as a borrowing cost with a corresponding entry to the decommissioning provision. The costs of remediation projects that were included in the provision are recorded against the provision as incurred.
Financial liabilities
Management determines the classification of its financial liabilities at initial recognition. The Company classifies all financial liabilities as subsequently measured at amortized cost using the effective interest method. A gain or loss on a debt investment that is subsequently measured at amortized cost and is not part of a hedging relationship is recognized in earnings or loss when the asset is derecognized or impaired. Financial liabilities are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received net of direct issuance costs. The Company uses the residual value method with respect to the measurement of common shares and share purchase warrants issued as units. The proceeds from the issue of units are allocated between common shares and share purchase warrants, by basing the fair value of the common shares on the market value on the announcement date and allocating the balance to the attached warrants, if any.
12
STANDARD LITHIUM LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH FISCAL PERIOD ENDED DECEMBER 31, 2024 AND YEAR ENDED JUNE 30, 2024
(Expressed in thousands of US dollars, except where indicated and share and per share amounts)
Share-based compensation
The Company may grant options (“Options”) under its stock option plan and performance share units (“PSUs”), restricted share units (“RSUs”) and deferred share units (“DSUs”) under its long-term incentive plan to directors and employees. The Company expenses the fair value of Options, PSUs, RSUs and DSUs granted over the vesting period, with a corresponding increase in equity.
Share-based payments to employees are measured at the fair value of the instruments issued and are amortized over the vesting period, which is the period over which all of the specific vesting conditions are satisfied. For awards with graded vesting, the fair value of each tranche is recognized over its respective vesting period.
Share-based payments to non-employees are measured at the fair value of goods or services received, or the fair value of the equity instruments issued if it is determined that the fair value of the goods or services cannot be reliably measured and are recorded at the date the goods or services are received. The offset to the recorded cost is to Options reserve. Consideration received on the exercise of Options is recorded as share capital and the related Option reserve is transferred to share capital. Upon expiry of Options, the recorded value is transferred to deficit.
Where the terms and conditions of Options are modified before they vest, the increase in the fair value of the Options, measured as the difference noted before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where a grant of Options is cancelled and settled during the vesting period, excluding forfeitures when vesting conditions are not satisfied, the Company immediately accounts for the cancellation as an acceleration of vesting and recognizes the amount that otherwise would have been recognized for services received over the remainder of the vesting period. Any payment made to the employee on the cancellation is accounted for as the repurchase of an equity interest except to the extent the payment exceeds the fair value of the equity instrument granted, measured at the repurchase date. Any such excess is recognized as an expense.
Impairment of non-financial assets
Non-financial assets are evaluated at each reporting date by management for indicators that carrying value is impaired and may not be recoverable. An asset’s recoverable amount is the higher of (i) an asset’s or cash-generating unit’s (“CGU”) fair value less costs to sell and (ii) its value in use the recoverable amount is determined for each individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. In this case, the assets are tested as part of a larger CGU. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments to the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. In determining fair value less costs to sell, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded entities or other available fair value indicators.
Where an impairment loss subsequently reverses for assets with a finite useful life, the carrying amount of the asset or CGU is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset or CGU in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.
Impairment of investments
The Company assesses whether there is any objective evidence that an investment in a joint venture is impaired at the end of each reporting period. Objective evidence includes observable data indicating there is a measurable decrease in the estimated future cash flows of the investee’s operations or that there has been a significant or prolonged decline in the fair value of the joint venture investment. When there is objective evidence that an investment is impaired, the carrying amount of such investment is compared to its recoverable amount, being the higher of its fair value less costs of disposal and value in use. If the recoverable amount of an investment is less than its carrying amount, the carrying amount is reduced to its
13
STANDARD LITHIUM LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH FISCAL PERIOD ENDED DECEMBER 31, 2024 AND YEAR ENDED JUNE 30, 2024
(Expressed in thousands of US dollars, except where indicated and share and per share amounts)
recoverable amount and an impairment loss, being the excess of carrying amount over the recoverable amount, is recognized in the period in which the relevant circumstances are identified. When an impairment loss reverses in a subsequent period, the carrying amount of the investment is increased to the revised estimate of the recoverable amount to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had an impairment loss not been previously recognized. A reversal of an impairment loss is recognized in the consolidated statements of comprehensive income (loss) in the period in which the reversal occurs.
Income taxes
Tax expense comprises current and deferred tax. Tax is recognized in income except to the extent it relates to items recognized in other comprehensive income or directly in equity.
Current tax expense is based on the results for the period as adjusted for items that are not taxable or not deductible. Current tax is calculated using tax rates and laws that were enacted or substantively enacted at the end of the reporting period.
Deferred tax is recognized, using the liability method, on temporary differences arising between the tax basis of assets and liabilities and their carrying amounts. Deferred tax is calculated using tax rates and laws that have been enacted or substantively enacted at the end of the reporting period, and which are expected to apply when the related deferred tax asset is realized or the deferred tax liability is settled.
Deferred tax liabilities are generally recognized for all taxable temporary differences. However, deferred tax liabilities are not recognized for taxable temporary differences arising on investments in subsidiaries where the reversal of the temporary difference can be controlled and it is probable that the difference will not reverse in the foreseeable future, or on temporary differences that arise from goodwill which is not deductible for tax purposes. Deferred tax assets are recognized to the extent it is probable that taxable profits will be available against which the deductible temporary differences can be utilized. Deferred tax assets are reviewed at the end of the reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are not recognized if the temporary differences arise from the initial recognition of goodwill, or an asset or liability in a transaction (other than in a business combination) that affects neither accounting profit nor taxable profit.
Earnings per share
Basic earnings (loss) per share (“EPS”) is calculated by dividing profit or loss attributable to ordinary equity holders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. The denominator is calculated by adjusting the common shares issued at the beginning of the period by the number of common shares bought back during the period, multiplied by a time-weighting factor.
Diluted EPS is calculated by adjusting the earnings and number of common shares for the effects of dilutive Options and other dilutive potential units. The effects of anti-dilutive potential units are ignored in calculating diluted EPS. All Options and warrants are considered anti-dilutive when the Company is in a loss position.
Research and development expenditures
Research expenditures are expensed in the period incurred. Product development expenditures are expensed in the period incurred unless the product under development meets specific criteria related to technical, market and financial feasibility for deferral and amortization. The Company's policy is to amortize deferred product development expenditures over the expected future life of the product once product revenues or royalties are recorded.
14
STANDARD LITHIUM LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH FISCAL PERIOD ENDED DECEMBER 31, 2024 AND YEAR ENDED JUNE 30, 2024
(Expressed in thousands of US dollars, except where indicated and share and per share amounts)
Changes in accounting standards
New IFRS pronouncements
In July 2024, the International Accounting Standards Board ("IASB") issued amendments to multiple IFRS Accounting Standards, including IFRS Accounting Standard 1, 7, 9 and 10, and IAS 7 as a part of their annual improvements to IFRS Accounting Standards. The amendments are effective for annual reporting periods beginning on or after January 1, 2026 with early application permitted. The Company is currently assessing the impact that the adoption of the amendments will have on its consolidated financial statements.
In April 2024, the IASB issued a new IFRS Accounting Standard to improve the consistency and clarity of financial performance reporting. IFRS 18, Presentation and Disclosure in Financial Statements replaces IAS 1, Presentation of Financial Statements. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, though earlier application is permitted. The Company is currently assessing the impact that the adoption of IFRS 18 will have on its consolidated financial statements.
In May 2024, the IASB issued amendments to IFRS 9, Financial Instruments, and IFRS 7, Financial Instruments: Disclosures. The amendments aim to address matters identified during the post-implementation review of the classification and measurement requirements of IFRS 9, Financial Instruments. The amendments are effective for reporting periods beginning on or after January 1, 2026, with early application permitted. The Company is currently assessing the impact that the adoption of the amendments will have on its consolidated financial statements.
Amendments
Amendments to IAS 1 - Non-current Liabilities with Covenants
In October 2022, the IASB published amendments to IAS 1, Non-current Liabilities with Covenants. Effective for the Company July 1, 2023, the amendments clarify how conditions with which an entity must comply within twelve months after the reporting period affect the classification of a liability. The amendment had no significant impact on the Company’s financial statements.
Amendments to IFRS 16 - Lease Liability in a Sale and Leaseback
In September 2022, the IASB issued amendments to Amendments to IFRS 16, Lease Liability in Sale and Leaseback with amendment. Effective for the Company July 1, 2023, the amendment clarifies how a seller-lessee subsequently measures sale and leaseback transactions that satisfy the requirements in IFRS 15 to be accounted for as a sale. The amendment had no significant impact on the Company's consolidated financial statements.
Amendments to IAS 7 and IFRS 7 - Supplier Finance Arrangements
In May 2023, the IASB issued an amendment that clarifies additional disclosure requirements, and ‘signposts’ within existing disclosure requirements, that ask entities to provide qualitative and quantitative information about supplier finance arrangements. Effective for the Company July 1, 2023, the amendment had no impact on the Company's consolidated financial statements.
Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates will either not be relevant to the Company after their effective date or are not expected to have a significant impact on the Company’s consolidated financial statements.
On May 7, 2024, the Company and Equinor TDI Holdings LLC (“Equinor”), a Delaware limited liability company, entered into a membership interest purchase and sale agreement (the “Agreement”), in which Equinor acquired interests in two former Standard Lithium wholly-owned subsidiaries, one of which holds Standard Lithium’s South West Arkansas Project (“SWA Lithium”) and the other holds the East Texas properties (“Texas Lithium”) (collectively, the “Joint Ventures”). Pursuant
15
STANDARD LITHIUM LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH FISCAL PERIOD ENDED DECEMBER 31, 2024 AND YEAR ENDED JUNE 30, 2024
(Expressed in thousands of US dollars, except where indicated and share and per share amounts)
to the terms of the Agreement, Equinor acquired a
The Company assessed the Agreement and determined its ownership in SWA Lithium and Texas Lithium to be joint ventures. The Agreement indicates joint control over each Joint Venture as both parties are required to act together to direct relevant activities and significant decisions regarding SWA Lithium and Texas Lithium require unanimous consent from both parties. However, the Company has retained operatorship and manages day-to-day decision making. The Company deconsolidated SWA Lithium and Texas Lithium and accounted for the Company’s investment in SWA Lithium and Texas Lithium under the equity method as the deconsolidated companies are now jointly controlled under a joint venture arrangement. Under this accounting method, the Company’s initial recognition of the investment was at fair value. Subsequently, the investment will be adjusted for the Company’s share of net income or loss and contributions paid, net of any dividends or distributions received.
The following table summarizes the fair values of the proceeds received and net assets contributed at carrying value to the Joint Ventures, and gain on deconsolidation recognized for the year ended June 30, 2024:
|
|
SWA |
|
|
Texas |
|
|
Total |
|
|||
Fair value consideration received |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Financial asset – FID (1) |
|
|
|
|
|
|
|
|
|
|||
Fair value of investment |
|
|
|
|
|
|
|
|
|
|||
Less: net assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Gain on deconsolidation of subsidiaries |
|
$ |
|
|
$ |
|
|
$ |
|
|||
From May 7, 2024 to December 31, 2024, Standard Lithium’s investments in SWA Lithium and Texas Lithium have been accounted for using the equity method.
Changes in the Company’s investment in the Joint Ventures for the periods indicated are summarized as follows:
|
|
SWA |
|
|
Texas |
|
|
Total |
|
|||
Balance, May 7, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Loss from investment in joint ventures |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance, June 30, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Loss from investment in joint ventures |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance, December 31, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
16
STANDARD LITHIUM LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH FISCAL PERIOD ENDED DECEMBER 31, 2024 AND YEAR ENDED JUNE 30, 2024
(Expressed in thousands of US dollars, except where indicated and share and per share amounts)
Summarized financial information for the Company’s interest in the Joint Venture entities on a 100% basis for the six month fiscal period ended December 31, 2024 are:
|
|
SWA |
|
|
Texas |
|
|
Total |
|
|||
Net loss |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Company’s share of net loss |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Summarized financial information for the Company’s interest in the Joint Venture entities on a 100% basis for the year ended June 30, 2024:
|
|
SWA |
|
|
Texas |
|
|
Total |
|
|||
Net loss |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Company’s share of net loss |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The carrying amount of the Company's investment in joint ventures on a 100% basis as at December 31, 2024 is as follows:
|
|
SWA |
|
|
Texas |
|
|
Total |
|
|||
Current assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Non-current assets |
|
|
|
|
|
|
|
|
|
|||
Total assets |
|
|
|
|
|
|
|
|
|
|||
Current liabilities |
|
|
|
|
|
|
|
|
|
|||
Non-current liabilities |
|
|
|
|
|
— |
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
|
|
|
|||
Net assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Company’s share of joint ventures |
|
|
|
|
|
|
|
|
|
|||
Adjustments to the Company’s share of net assets(1) |
|
|
|
|
|
|
|
|
|
|||
Carrying amount of investment in joint ventures |
|
$ |
|
|
$ |
|
|
$ |
|
|||
(1) Adjustments to the Company's share of net assets include the impact of the initial fair value measurement on May 7, 2024 and the impact of Equinor solely funding $
On May 5, 2022, the Company purchased
During the fiscal year 2023, Aqualung closed a private placement in which the Company did not participate. Subsequent to the private placement, the Company’s ownership of Aqualung changed from
The Company’s investment in Aqualung was valued at $
17
STANDARD LITHIUM LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH FISCAL PERIOD ENDED DECEMBER 31, 2024 AND YEAR ENDED JUNE 30, 2024
(Expressed in thousands of US dollars, except where indicated and share and per share amounts)
Cost |
Leasehold |
|
Furniture |
|
Demonstration |
|
Aqualung |
|
Land |
|
Total |
|
||||||
June 30, 2023 |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
— |
|
$ |
|
|||||
Additions |
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Deconsolidation |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
June 30, 2024 |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
— |
|
$ |
|
|||||
Additions |
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
||
Change in decommissioning provision |
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
||
December 31, 2024 |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
— |
|
$ |
|
|||||
Accumulated amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
June 30, 2023 |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
— |
|
$ |
— |
|
$ |
( |
) |
Amortization |
|
( |
) |
|
( |
) |
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
June 30, 2024 |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
— |
|
$ |
( |
) |
Amortization |
|
( |
) |
|
( |
) |
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
December 31, 2024 |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
— |
|
$ |
( |
) |
Net book value |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
June 30, 2024 |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
— |
|
$ |
|
|||||
December 31, 2024 |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
— |
|
$ |
|
|||||
|
|
California Property |
|
|
Commercial Plant Evaluation |
|
|
South |
|
|
Texas |
|
|
Total |
|
|||||
Acquisition: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance, June 30, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Option payments |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Acquisition of Wheelhouse Water Resources, LLC |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Deconsolidation(1) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance, June 30, 2024 |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Option payments |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Impairment |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Balance, December 31, 2024 |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Exploration and Evaluation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance, June 30, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Exploration costs |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Lanxess 1A evaluation costs |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Deconsolidation(1) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance, June 30, 2024 |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|||
Lanxess 1A evaluation costs |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Impairment |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Balance, December 31, 2024 |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Balance, June 30, 2024 |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|||
Balance, December 31, 2024 |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
18
STANDARD LITHIUM LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH FISCAL PERIOD ENDED DECEMBER 31, 2024 AND YEAR ENDED JUNE 30, 2024
(Expressed in thousands of US dollars, except where indicated and share and per share amounts)
(1) SWA Lithium and Texas Lithium were deconsolidated as of May 7, 2024. As discussed in Note 4 - Deconsolidation of Subsidiaries, the Company retained a
Arkansas properties
Commercial plant at Lanxess South Plant, Lanxess 1A (formerly Arkansas Lithium Project)
In 2018, the Company entered into an agreement with LANXESS Corporation ("LANXESS") for the development of a commercial lithium project constructed at an operational LANXESS facility in El Dorado, Arkansas (the "Lanxess Project"). During 2023, the Company completed a definitive feasibility study for the Lanxess Project.
South West Arkansas project
The South West Arkansas Project is maintained pursuant to an option agreement dated December 29, 2017, between TETRA Technologies Inc. ("TETRA") and the Company (the "TETRA Option Agreement"). Pursuant to the TETRA Option Agreement, the Company acquired certain rights to conduct brine exploration and production and for lithium extraction activities in Arkansas.
The Company completed a preliminary feasibility study in the first quarter of 2023. On October 31, 2023, the Company exercised its option pursuant to the TETRA Option Agreement to acquire brine production rights for the South West Arkansas Project and has agreed to pay a
As discussed in Note 4 - Deconsolidation of Subsidiaries, the entity that holds the South West Arkansas Project, SWA Lithium was deconsolidated as of May 7, 2024, resulting in a $
East Texas properties
The Company entered into lease and option agreements for certain properties in East Texas to develop prospective lithium brine areas.
As discussed in Note 4 - Deconsolidation of Subsidiaries, the entity that holds the East Texas properties, Texas Lithium was deconsolidated as of May 7, 2024, resulting in a $
California properties
Pursuant to multiple option agreements with third parties, the Company has rights associated with certain mineral leases and option agreements in the Mojave Desert, San Bernardino County, California.
During the six month fiscal period ended December 31, 2024, in accordance with IFRS 6, the Company assessed its future plans and currently plans to focus its investments in the South West Arkansas Project and East Texas properties, and therefore, in the near term has not budgeted further capital expenditures on the California properties. Accordingly, the Company determined there is an indicator of impairment for the California properties. The Company estimated the recoverable amount, for the California properties as a nominal amount and recognized a $
19
STANDARD LITHIUM LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH FISCAL PERIOD ENDED DECEMBER 31, 2024 AND YEAR ENDED JUNE 30, 2024
(Expressed in thousands of US dollars, except where indicated and share and per share amounts)
The carrying value of the intangible assets is as follows:
|
|
IP Assets |
|
|
Patents |
|
|
Total |
|
|||
Balance, June 30, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Amortization |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance, June 30, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Additions |
|
|
— |
|
|
|
|
|
|
|
||
Amortization |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance, December 31, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The intangible assets represent the rights to intellectual property and were put in use in conjunction with the operation of the Company’s Demonstration Plant (as defined herein) on May 9, 2020.
The Company has received patents in multiple countries associated with its proprietary technique for continuous direct lithium extraction from lithium brines.
The Company operates an industrial scale DLE demonstration plant (the "Demonstration Plant") at the Lanxess Project location.
|
|
Six month fiscal period ended December 31, |
|
|
Year ended |
|
||
|
|
2024 |
|
2024 |
|
|||
Personnel |
|
$ |
|
|
$ |
|
||
Reagents |
|
|
|
|
|
|
||
Repairs and maintenance |
|
|
|
|
|
|
||
Supplies |
|
|
|
|
|
|
||
Test work |
|
|
|
|
|
|
||
Office trailer |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total costs |
|
$ |
|
|
$ |
|
||
Changes in the Company’s right of use assets during the six month fiscal period ended December 31, 2024 are as follows:
Balance at June 30, 2023 |
|
$ |
|
|
Additions |
|
|
|
|
Amortization |
|
|
( |
) |
Effect of movement in foreign exchange rates |
|
|
( |
) |
Balance at June 30, 2024 |
|
|
|
|
Additions |
|
|
— |
|
Amortization |
|
|
( |
) |
Effect of movement in foreign exchange rates |
|
|
( |
) |
Right of use asset at December 31, 2024 |
|
$ |
|
20
STANDARD LITHIUM LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH FISCAL PERIOD ENDED DECEMBER 31, 2024 AND YEAR ENDED JUNE 30, 2024
(Expressed in thousands of US dollars, except where indicated and share and per share amounts)
Changes in the Company’s lease liabilities during the six month fiscal period ended December 31, 2024 are as follows:
Balance at June 30, 2023 |
|
$ |
|
|
Additions |
|
|
|
|
Lease payments |
|
|
( |
) |
Interest on lease payments |
|
|
|
|
Effect of movement in foreign exchange rates |
|
|
( |
) |
Balance at June 30, 2024 |
|
|
|
|
Additions |
|
|
— |
|
Lease payments |
|
|
( |
) |
Interest on lease payments |
|
|
|
|
Effect of movement in foreign exchange rates |
|
|
( |
) |
Balance at December 31, 2024 |
|
$ |
|
|
Lease liabilities – current portion |
|
|
|
|
Lease liabilities – non-current |
|
|
|
Authorized capital
The Company is authorized to issue an unlimited number of common voting shares without nominal or par value.
During the six month fiscal period ended December 31, 2024 and the year ended June 30, 2024, the Company had the following equity transactions:
On July 23, 2024, the Company signed an agreement with an arms-length third-party advisor to settle a previously accrued fee of $
During the six month fiscal period ended December 31, 2024, the Company issued a total of
On November 17, 2023, the Company announced the establishment of an at-the-market equity program ("ATM program") allowing the Company to issue and sell, up to $
During the six month fiscal period ended December 31, 2024, the Company issued a total of
During the year ended June 30, 2024, the Company issued a total of
As at December 31, 2024 the Company had issued $
Warrants
As at June 30, 2023, the Company had
21
STANDARD LITHIUM LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH FISCAL PERIOD ENDED DECEMBER 31, 2024 AND YEAR ENDED JUNE 30, 2024
(Expressed in thousands of US dollars, except where indicated and share and per share amounts)
Options
The Company has an option plan in place under which it is authorized to grant Options to officers, directors, employees, consultants, management and company employees enabling them to cumulatively acquire up to
The weighted average fair value at grant date of Options granted during the six month fiscal period ended December 31, 2024 and year ended June 30, 2024 was $
|
|
Six month fiscal period ended December 31, |
|
|
Year ended |
|
||
|
|
2024 |
|
|
2024 |
|
||
Expected stock price volatility |
|
|
% |
|
|
% |
||
Risk-free interest rate |
|
|
% |
|
|
% |
||
Dividend yield |
|
|
— |
|
|
|
— |
|
Expected life of options |
|
|
|
|
||||
Stock price on date of grant |
|
$ |
|
|
$ |
|
||
Forfeiture rate |
|
|
— |
|
|
|
— |
|
The following table summarizes the Option activity for the six month fiscal period ended December 31, 2024:
|
|
Number |
|
|
Weighted average exercise price |
|
||
Balance at June 30, 2024 |
|
|
|
|
$ |
|
||
Options exercised |
|
|
( |
) |
|
|
|
|
Options granted |
|
|
|
|
|
|
||
Options modified(1) |
|
|
|
|
|
|
||
Options expired |
|
|
( |
) |
|
|
|
|
Balance at December 31, 2024 |
|
|
|
|
$ |
|
||
22
STANDARD LITHIUM LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH FISCAL PERIOD ENDED DECEMBER 31, 2024 AND YEAR ENDED JUNE 30, 2024
(Expressed in thousands of US dollars, except where indicated and share and per share amounts)
The following table summarizes Options outstanding and exercisable at December 31, 2024:
|
|
|
Options Outstanding |
|
|
Options Exercisable |
|
|||||||||||||||
Exercise |
|
|
Number of Shares |
|
|
Weighted Average Remaining Contractual Life |
|
|
Weighted Average Exercise Price |
|
|
Number Exercisable |
|
|
Weighted Average Exercise Price |
|
||||||
$ |
|
|
|
|
|
(1) |
|
|
$ |
|
|
|
|
|
$ |
|
||||||
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||||
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||||
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||||
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||||
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||||
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||||
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||||
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||||
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||||
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||||
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
— |
|
|
$ |
|
|||||
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||||
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||||
Long-term incentive plan
The Company has a long-term incentive plan ("Plan") in accordance with the policies of the TSXV whereby, from time to time at the discretion of the Board of Directors (the "Board"), eligible directors, officers and employees are awarded RSUs. The RSUs that are subject to, among other things, the recipient’s deferral right in accordance with the Income Tax Act (Canada) convert automatically into common shares upon vesting. In addition, the Company may issue DSUs. DSUs may be redeemed upon retirement or termination from the Company. In accordance with the Plan, the aggregate number of common shares to be issued shall not exceed
|
|
Number |
|
|
Weighted average grant date fair value |
|
||
Balance at June 30, 2024 |
|
|
— |
|
|
$ |
— |
|
Granted |
|
|
|
|
|
|
||
Balance at December 31, 2024 |
|
|
|
|
$ |
|
||
The following table summarizes the DSU activity for the six month fiscal period ended December 31, 2024:
|
|
Number |
|
|
Weighted average grant date fair value |
|
||
Balance at June 30, 2024 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Issued |
|
|
( |
) |
|
|
|
|
Balance at December 31, 2024 |
|
|
|
|
$ |
|
||
23
STANDARD LITHIUM LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH FISCAL PERIOD ENDED DECEMBER 31, 2024 AND YEAR ENDED JUNE 30, 2024
(Expressed in thousands of US dollars, except where indicated and share and per share amounts)
Share-based compensation expense
Share-based compensation recorded for each type of award for the periods indicated is as follows:
|
|
Six month fiscal period ended December 31, |
|
|
Year ended June 30, |
|
||
|
|
2024 |
|
|
2024 |
|
||
Options |
|
$ |
|
|
$ |
|
||
RSUs |
|
|
|
|
|
— |
|
|
DSUs |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
The share-based compensation during the six month fiscal period ended December 31, 2024 was $
Key management personnel are persons responsible for planning, directing and controlling the activities of the entity, which are the directors and officers of the Company.
Compensation to key management is comprised of the following:
|
|
Six month fiscal period ended December 31, |
|
|
Year ended |
|
||
|
|
2024 |
|
|
2024 |
|
||
Management and director fees(1) |
|
$ |
|
|
$ |
|
||
Separation benefits(2) |
|
|
|
|
|
— |
|
|
Share-based compensation |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
(1) Management and director fees are comprised of salaries, bonuses, benefits and directors' fees included on the Company's consolidated statement of comprehensive loss.
(2) Separation benefits during the six months fiscal period ended December 31, 2024 include severance payments to a former executive officer as well as a former member of the Board.
On June 17, 2022, the Company entered into a master service agreement (the "MSA") with Telescope Innovations Corp. ("Telescope"), a related party of the Company. Robert Mintak, the former Chief Executive Officer of the Company and Dr. Andy Robinson, President and Chief Operating Officer of the Company are independent directors of Telescope. Under the MSA, Telescope would provide various research and development ("R&D") services for the purpose of developing new technologies. The Company would fund an initial project for one year under the MSA, which would aim to evaluate the use of captured CO2 in the Company’s various chemical processes, as well as investigate the potential for permanent geological sequestration of CO2 within the lithium brine extraction and reinjection processes contemplated by the Company. Other R&D projects may be performed for the Company by Telescope, as required. The Company incurred $
24
STANDARD LITHIUM LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH FISCAL PERIOD ENDED DECEMBER 31, 2024 AND YEAR ENDED JUNE 30, 2024
(Expressed in thousands of US dollars, except where indicated and share and per share amounts)
The balances of related party receivables and payables as of the periods indicated are as follows:
|
|
December 31, 2024 |
|
|
June 30, 2024 |
|
||
Receivables – related parties |
|
|
|
|
|
|
||
Joint Ventures(1) |
|
$ |
|
|
$ |
|
||
Total |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Accounts payable – related parties |
|
|
|
|
|
|
||
Joint Ventures(2) |
|
$ |
|
|
$ |
|
||
Management and Directors(3) |
|
|
|
|
|
|
||
Telescope(4) |
|
|
— |
|
|
|
|
|
Total |
|
$ |
|
|
$ |
|
||
(1) Receivables – related parties represent receivables from SWA Lithium and Texas Lithium for reimbursement of costs paid by the Company on behalf of these entities.
(2) Accounts payable – related parties to Joint Ventures represents cash received from SWA Lithium and Texas Lithium and is held by the Company in a separate account and designated for working capital needs. The maturity of this liability balance is May 7, 2025.
(3) Amounts due to the key management personnel are non-interest bearing, unsecured and have no fixed terms of repayment.
(4) Amounts due to Telescope are non-interest bearing, unsecured and have no fixed terms of repayment.
Deferred income tax expense varies from the amount that would be computed from applying the combined Canadian federal and provincial income tax rate to income before taxes as follows:
|
|
Six month fiscal period ended December 31, 2024 |
|
|
Year ended June 30, 2024 |
|
||
Net (loss) income before income taxes |
|
$ |
( |
) |
|
$ |
|
|
Statutory tax rate |
|
|
% |
|
|
% |
||
Income tax recovery at the statutory rate |
|
$ |
( |
) |
|
$ |
|
|
Non-deductible items and other differences |
|
|
|
|
|
( |
) |
|
Foreign exchange |
|
|
|
|
|
( |
) |
|
Differences in tax rates |
|
|
( |
) |
|
|
( |
) |
Change in unrecognized tax benefits |
|
|
|
|
|
( |
) |
|
Deferred income tax (benefit) expense |
|
$ |
( |
) |
|
$ |
|
|
25
STANDARD LITHIUM LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH FISCAL PERIOD ENDED DECEMBER 31, 2024 AND YEAR ENDED JUNE 30, 2024
(Expressed in thousands of US dollars, except where indicated and share and per share amounts)
The significant components of the Company’s deferred tax assets (liabilities) are as follows:
|
|
Six month fiscal period ended December 31, 2024 |
|
|
Year ended June 30, 2024 |
|
||
Non-capital loss carry forwards |
|
$ |
|
|
$ |
|
||
Investment in joint ventures |
|
|
( |
) |
|
|
( |
) |
Exploration and evaluation assets |
|
|
|
|
|
— |
|
|
Capital assets |
|
|
|
|
|
|
||
Research and development tax credits |
|
|
|
|
|
|
||
Share issuance costs |
|
|
|
|
|
|
||
Lease liability |
|
|
|
|
|
|
||
Mineral property interests |
|
|
( |
) |
|
|
|
|
Deferred tax liabilities |
|
|
( |
) |
|
|
( |
) |
Unrecognized deferred tax assets |
|
|
( |
) |
|
|
( |
) |
Net deferred income tax liabilities |
|
$ |
( |
) |
|
$ |
( |
) |
During the year ended June 30, 2024, the Company recognized a temporary difference in its income tax provision associated with its Investments in Joint Ventures, which is primarily attributable to the fair value adjustment discussed further in Note 4 – Deconsolidation of Subsidiaries. This was recognized because the Company does not control the timing of the reversal of the temporary differences. As at December 31, 2024, the temporary differences specifically related to its investments resulted in a $
At December 31, 2024, the Company has available non-capital tax losses for Canadian income tax purposes of approximately $
26
STANDARD LITHIUM LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH FISCAL PERIOD ENDED DECEMBER 31, 2024 AND YEAR ENDED JUNE 30, 2024
(Expressed in thousands of US dollars, except where indicated and share and per share amounts)
Fair value is the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants. In arriving at a fair value measurement, the Company uses a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable. The three levels of inputs used to establish fair value are the following:
The three levels of the fair value hierarchy are described below:
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 or indirectly for similar items in active markets. The Company maximizes the use of observable market data and relies on entity-specific estimates at least possible; and
Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The Company’s policy is to recognize transfers into and out of fair value hierarchy levels at the end of the reporting period.
There were
The following table sets forth the Company’s financial assets measured at fair value by level within the fair value hierarchy:
December 31, 2024 |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Financial asset – FID(1) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
||
Investment in Aqualung |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
June 30, 2024 |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Financial asset – FID(1) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
||
Investment in Aqualung |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
The Financial asset - FID is measured at fair value. The fair value of the financial asset was determined using a probability weighted discounted cash flow methodology which uses the S&P corporate bond yield curve based on the credit rating of the counterparty and considers the probability of the occurrence of reaching a positive final investment decision in either of the Company's Joint Ventures. During the six month fiscal period ended December 31, 2024 and the year ended June 30, 2024, the Company recorded a fair value gain on financial asset – FID of $
The Company’s investment in Aqualung is measured at fair value on a recurring basis. Information relating to Aqualung is considered when determining its fair value. In addition to company-specific information, the Company takes into account trends in general market conditions and the share performance of comparable publicly-traded companies when valuing privately-held investments.
The Board has the overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and in response to the Company’s activities. Management regularly monitors compliance with the Company’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.
27
STANDARD LITHIUM LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH FISCAL PERIOD ENDED DECEMBER 31, 2024 AND YEAR ENDED JUNE 30, 2024
(Expressed in thousands of US dollars, except where indicated and share and per share amounts)
The Company is exposed to various risks such as interest rate, credit, and liquidity risk. To manage these risks, management determines what activities must be undertaken to minimize potential exposure to risks. The objectives of the Company in managing risk are as follows:
In order to satisfy these objectives, the Company monitors and manages these financial exposures as an integral part of our overall risk management program.
Credit risk is the risk of loss if counterparties do not fulfill their contractual obligations and arises principally from cash deposits. The maximum credit risk is the total of the Company's financial assets, including cash and financial asset – FID. The Company maintains substantially all of its cash with two financial institutions. The majority of cash held with these institutions exceeds the amount of insurance provided on such deposits.
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages this risk by careful management of its working capital (current assets less current liabilities) to try to ensure its expenditures will not exceed available resources. At December 31, 2024 and June 30, 2024, the Company had working capital of $
Foreign exchange risk is the risk that the Company’s financial instruments will fluctuate in value as a result of movement of foreign exchange rates. The Company does not use derivative instruments to reduce its exposure to foreign currency risk. The Company is exposed to currency risk through the following assets and liabilities denominated in USD:
|
|
December 31, 2024 |
|
|
June 30, 2024 |
|
||
Cash |
|
$ |
|
|
$ |
|
||
Accounts payable |
|
|
— |
|
|
|
|
|
At December 31, 2024, US dollar amounts were converted at a rate of USD 1.00 to CAD
The Company had $
On May 7, 2024, the Company entered into strategic partnerships with Equinor, in which the Company received an initial cash payment of $
The Company’s objectives when managing capital are to safeguard the Company’s ability to pursue the exploration and development of its projects and to maintain a flexible capital structure. The Company’s current capital structure is made up of common equity, with
As the Company is currently in the exploration and development phase, none of its financial instruments are exposed to commodity price risk; however, the Company’s ability to obtain long-term financing and its economic viability may be affected by commodity price volatility.
28
STANDARD LITHIUM LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH FISCAL PERIOD ENDED DECEMBER 31, 2024 AND YEAR ENDED JUNE 30, 2024
(Expressed in thousands of US dollars, except where indicated and share and per share amounts)
The Company manages its capital structure and may adjust it in light of changes in economic conditions and the risk characteristics of the underlying assets.
In order to carry out planned exploration and development of its projects and pay for administrative costs, the Company plans to spend its existing working capital balance and may utilize other forms of financing.
Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
On January 27, 2022, a putative securities class action lawsuit was filed against the Company, Robert Mintak and Kara Norman in the United States District Court for the Eastern District of New York, captioned Gloster v. Standard Lithium Ltd., et al., 22-cv-0507 (E.D.N.Y.) (the “Action”). The complaint purports to seek relief on behalf of a class of investors who purchased or otherwise acquired the Company’s publicly traded securities between May 19, 2020 and November 17, 2021, and asserts violations of Section 10(b) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) against all defendants and Section 20(a) of the Exchange Act against the individually-named defendants. On April 27, 2022, the court granted Curtis T. Arata’s motion for appointment as lead plaintiff in the Action. Lead plaintiff filed an amended complaint on June 29, 2022, adding Andrew Robinson as a defendant and extending the class period to February 3, 2022. The amended complaint alleges, among other things, that during the proposed class period, defendants misrepresented and/or failed to disclose certain facts regarding the Company’s LiSTR DLE technology and “final product lithium recovery percentage” at its DLE Demonstration Plant in southern Arkansas. The amended complaint seeks various forms of relief, including monetary damages in an unspecified amount. Defendants filed a motion to dismiss the amended complaint on August 10, 2022, which became fully briefed on September 28, 2022. The Company intends to vigorously defend against the Action. As at December 31, 2024, the Company has not recorded any provision associated with this matter, as there is no probable outflow that can be reasonably determined at this time.
On January 16, 2025, the Company announced that its jointly-owned former subsidiary, SWA Lithium, finalized a $
Subsequent to December 31, 2024, the Company issued
29