ioneer's Rhyolite Ridge Project Sees Permitting Win, Soaring Costs

Ticker: GSCCF · Form: 20-F · Filed: Oct 22, 2025 · CIK: 1896084

Sentiment: mixed

Topics: Lithium, Boron, Mining, Project Development, Nevada, DOE Loan, Capital Expenditure

Related Tickers: IONR, GSCCF, INR

TL;DR

**ioneer's Rhyolite Ridge is a high-stakes bet on US lithium, but the ballooning capital costs and JV pull-out make it a risky, albeit potentially rewarding, long-term play.**

AI Summary

ioneer Ltd (GSCCF) filed its 20-F for the fiscal year ended June 30, 2025, highlighting significant progress and increased capital expenditure for its Rhyolite Ridge Lithium-Boron Project in Nevada. The company secured a federal permit from the Bureau of Land Management (BLM) on October 25, 2024, concluding a process that began in early 2020. A major financial milestone was the closing of a US$996 million loan from the U.S. Department of Energy (DOE) on January 20, 2025, for the on-site processing facility, an increase of US$268 million from the initial conditional commitment. However, Sibanye-Stillwater Ltd decided not to proceed with a proposed joint venture on February 26, 2025. The company released revised project economics in June 2025, reaffirming Rhyolite Ridge's potential as a low-cost, globally significant producer. Total capital expenditure for the project is now estimated at US$1,667.9 million, including a 10% contingency, a substantial increase from the 2020 DFS estimate of US$785 million. As of June 30, 2025, ioneer had invested US$203.1 million in the project.

Why It Matters

This filing is critical for investors as it details the significant capital expenditure increase for the Rhyolite Ridge project, now estimated at US$1,667.9 million, more than double the 2020 DFS estimate. While the US$996 million DOE loan provides substantial funding, the withdrawal of Sibanye-Stillwater's joint venture means ioneer must secure additional equity, impacting its capital structure and potential dilution for existing shareholders. The project's success is vital for the U.S. electric vehicle supply chain, positioning ioneer as a key domestic supplier of lithium and boron, potentially challenging established global players in the battery materials market.

Risk Assessment

Risk Level: high — The risk level is high due to the substantial increase in estimated capital expenditure to US$1,667.9 million, more than double the 2020 DFS estimate of US$785 million. Additionally, the withdrawal of Sibanye-Stillwater Ltd from the proposed joint venture on February 26, 2025, creates a significant funding gap, as the US$996 million DOE loan is contingent on securing the equity component of the build cost.

Analyst Insight

Investors should closely monitor ioneer's progress in securing the remaining equity funding for the Rhyolite Ridge project, given the increased capital expenditure and the withdrawal of Sibanye-Stillwater. Evaluate the impact of potential dilution from future equity raises and the company's ability to manage project execution risks for this large-scale, capital-intensive development.

Key Numbers

Key Players & Entities

FAQ

What is the Rhyolite Ridge Lithium-Boron Project and its significance for ioneer Ltd?

The Rhyolite Ridge Lithium-Boron Project is ioneer Ltd's flagship asset in Nevada, representing the only known lithium-boron deposit in North America. It is expected to become a globally significant, long-life, and cost-effective source of lithium and boron, vital for sustainable technologies.

What was the total capital expenditure estimated for the Rhyolite Ridge Project in ioneer Ltd's 20-F?

ioneer Ltd now estimates the total capital expenditure to complete the Rhyolite Ridge Project will be US$1,667.9 million, including a 10% contingency. This is a significant increase from the 2020 Definitive Feasibility Study estimate of US$785 million.

How did the U.S. Department of Energy contribute to the Rhyolite Ridge Project's funding?

On January 20, 2025, ioneer Ltd announced the closing of a US$996 million loan from the U.S. Department of Energy (DOE) Loan Programs Office. This loan, with a 20-year term, is specifically to support the development of an on-site processing facility at the Rhyolite Ridge Lithium-Boron Project.

What was the outcome of the proposed joint venture with Sibanye-Stillwater Ltd for ioneer's project?

On February 26, 2025, ioneer Ltd announced that Sibanye-Stillwater Ltd had decided not to proceed with the proposed joint venture in the Rhyolite Ridge Project. This decision impacts the equity component of the project's build cost.

When did ioneer Ltd receive its federal permit for the Rhyolite Ridge Project?

The Rhyolite Ridge Lithium-Boron Project received its federal permit from the Bureau of Land Management (BLM) on October 25, 2024. This formal Record of Decision (ROD) concluded the federal permitting process that commenced in early 2020.

What are the key conditions precedent for the first loan funding from the DOE for ioneer Ltd?

Conditions precedent to first loan funding include closing a strategic partnering agreement for the equity component of the build cost, securing necessary additional required funding, and a project finance model bring down.

What is ioneer Ltd's reporting currency and when did it change?

Effective July 1, 2022, ioneer Ltd changed its reporting currency from Australian dollars to U.S. dollars. This change was made to better align the reporting currency with the underlying transactions of the company.

What is the current status of engineering completion for the Rhyolite Ridge Project?

ioneer Ltd has approximately 70% of the Project's engineering complete, which supports an Association for the Advancement of Cost Engineering (AACE) Class 2 capital cost estimate (-10%, +15%).

What risks are highlighted in ioneer Ltd's 20-F regarding its operations?

The 20-F highlights risks related to ioneer's limited operating history in the lithium and boron industry, its status as a development stage company, ability to achieve commercial mining, access to capital, and volatility in lithium or boron prices.

How many ordinary shares of ioneer Ltd were outstanding as of June 30, 2025?

As of June 30, 2025, the number of outstanding ordinary shares of ioneer Ltd was 2,608,172,516.

Filing Stats: 4,642 words · 19 min read · ~15 pages · Grade level 12.1 · Accepted 2025-10-22 16:30:29

Key Financial Figures

Filing Documents

Item 18

Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No TABLE OF CONTENTS INTRODUCTION 3 ABOUT THIS ANNUAL REPORT 5 CAUTIONARY NOTE TO UNITED STATES INVESTORS 6 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 7 PRESENTATION OF FINANCIAL INFORMATION 8 PART I. 9 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 9 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 9 ITEM 3. KEY INFORMATION 9 A. [Reserved] 9 B. Capitalization and Indebtedness 9 C. Reasons for the Offer and Use of Proceeds 9 D.

Risk Factors

Risk Factors 9 ITEM 4. INFORMATION ON THE COMPANY 26 A. History and Development of the Company 26 B. Business Overview 39 C. Organizational Structure 42 D. Property, Plant and Equipment 43 ITEM 4A. UNRESOLVED STAFF COMMENTS 44 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 44 A. Operating Results 45 B. Liquidity and Capital Resources 48 C. Research and Development, Patents and Licenses 49 D. Trend Information 49 E. Critical Accounting Estimates 49 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 50 A. Directors and Senior Management 50 B. Compensation 52 C. Board Practices 62 D. Employees 63 E. Share Ownership 64 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 65 A. Major Shareholders 65 B. Related Party Transactions 66 C. Interests of Experts and Counsel 66 ITEM 8. FINANCIAL INFORMATION. 66 A. Consolidated Statements and Other Financial Information. 66 B. Significant Changes 66 ITEM 9. THE OFFER AND LISTING 66 A. Offer and Listing Details 66 B. Plan of Distribution 67 C. Markets 67 D. Selling Shareholders 67 E.

Dilution

Dilution 67 F. Expenses of the Issue 67 ITEM 10. ADDITIONAL INFORMATION 67 A. Share Capital 67 B. Constitutional Documents 67 i C. Material Contracts 79 D. Exchange Controls 80 E. Taxation 80 F. Dividends and Paying Agents 89 G. 89 H. Documents on Display 89 I. Subsidiary Information. 89 J. Annual Report to Security Holders. 90 ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 90 ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 90 A. Debt Securities. 90 B. Warrants and rights. 90 C. Other Securities. 90 D. American Depositary Shares 90 PART II. 92 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 92 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 92 ITEM 15.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 92 ITEM 16. [RESERVED] 93 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 93 ITEM 16B. CODE OF ETHICS 93 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 93 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 94 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 94 ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 94 ITEM 16G. CORPORATE GOVERNANCE 94 ITEM 16H. MINE SAFETY DISCLOSURE 95 ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 95 ITEM 16J. INSIDER TRADING POLICIES 95 ITEM 16K. CYBERSECURITY 95 PART III. 96 ITEM 17.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 96 ITEM 18.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 96 ITEM 19. EXHIBITS 97 ii Table of Contents INTRODUCTION ioneer Ltd (" ioneer " or the " Company ") is the operator and 100% owner of the Rhyolite Ridge Lithium-Boron Project (" Rhyolite Ridge " or " the Project ") located in Nevada, the only known lithium-boron deposit in North America and one of only two known such deposits in the world. Rhyolite Ridge is expected to become a globally significant, long-life, cost-effective source of lithium and boron vital to a sustainable future. Rhyolite Ridge's unique mineralogy allows lithium and boron to be extracted in a low-cost and environmentally sustainable manner. The Project's commercial viability is made possible by having both lithium and boron revenue streams. On October 25, 2024, the Rhyolite Ridge Lithium-Boron Project received its federal permit from the Bureau of Land Management (" BLM "). The formal Record of Decision (" ROD ") followed the issuance in September 2024 of the final Environmental Impact Statement (" EIS ") by the BLM. This concluded the federal permitting process, which began in early 2020. On January 20, 2025, we announced the closing of a US$996 million loan from the U.S. Department of Energy (" DOE ") Loan Programs Office (" LPO ") under the Advanced Technology Vehicles Manufacturing program to support the development of an on-site processing facility at the Rhyolite Ridge Lithium-Boron Project. The total amount of the loan, US$996 million, includes US$968 million in principal and US$28 million in capitalized interest with a term of 20 years. The loan amount represents a US$268 million increase in loan principal from the conditional loan commitment announced January 16, 2023. The loan will be at an interest rate fixed from the date of each advance for the term of the loan at applicable U.S. Treasury rates. Conditions precedent to first loan funding include closing a strategic partnering agreement for the equity component of the build cost, securing necessary

Risk Factors

Risk Factors You should carefully consider the risks described below, together with all of the other information in this annual report on Form 20-F. If any of the following risks occur, our business, financial condition and results of operations could be seriously harmed and you could lose all or part of your investment. Further, if we fail to meet the expectations of the public market in any given period, the market price of the ADSs could decline. We operate in a competitive environment that involves significant risks and uncertainties, some of which are outside of our control. If any of these risks actually occurs, our business and financial condition could suffer and the price of the ADSs could decline. Business Risks We will need additional funds to develop the Project. We estimated in June 2025 that development of the Project would require approximately US$1,668 million. We expect that this estimate will increase due to cost inflation in the global mining industry until re-estimated at the time of taking a final investment decision (the "FID"). We expect to fund part of the capital expenditure for the Project with proceeds from the US$996 million loan from the U.S. Department of Energy (DOE) Loan Programs Office. ioneer is currently running a strategic partnering process with the assistance of Goldman Sachs to secure a sale of a stake in the Project. We continue to actively assess options to fund the Project beyond these sources of funding, including through further strategic partnering, debt and equity. Project funding considerations and funding sources will be considered in any decision to approve the FID. We cannot assure you that we will have, or will be able to raise on favorable terms or at all, sufficient cash to fully develop the Project and also to maintain adequate liquidity to satisfy future working capital requirements. There can be no assurances that we will be able to meet all conditions precedent to funding under the DOE loan. Even if the

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