Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of May, 2024

Commission File Number 001-40569

Standard Lithium Ltd.

(Translation of registrant’s name into English)

Suite 1625, 1075 W Georgia Street

Vancouver, British Columbia, Canada V6E 3C9

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F

☐

Form 40-F

☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Exhibits 99.1 and 99.2 to this Form 6-K of Standard Lithium Ltd. (the “Company”) are hereby incorporated by reference as exhibits to the Registration Statements on Form F-10 (File No. 333-273462) and Form S-8 (File No. 333-262400) of the Company, as amended or supplemented.

DOCUMENTS INCLUDED AS PART OF THIS REPORT


Exhibit

99.1		Interim Consolidated Financial Statements for the nine months ended March 31, 2024
99.2		Management’s Discussion and Analysis of Results of Operations and Financial Condition for the nine months ended March 31, 2024
99.3		Form 52-109F2, Certification of Interim Filings (CEO)
99.4		Form 52-109F2, Certification of Interim Filings (CFO)
99.5		Press release dated May 9, 2024

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		Standard Lithium Ltd.
		(Registrant)

Date:	May 9, 2024	By:	/s/ Robert Mintak
			Name:	Robert Mintak
			Title:	CEO and Director

Exhibit 99.1

Condensed Consolidated Interim Financial Statements

(Expressed in Canadian dollars - unaudited)

Three and nine months ended March 31, 2024 and 2023

STANDARD LITHIUM LTD.

Condensed Consolidated Interim Statements of Financial Position

As at March 31, 2024 and June 30, 2023

(Expressed in thousands of Canadian Dollars – unaudited)


	March 31,		June 30,
	2024		2023
ASSETS
Current assets
Cash	$	15,716	$	59,612
Receivables		527		468
Prepaid expenses		2,578		1,969
		18,821		62,049
Non-current assets
Reclamation deposit		85		83
Exploration and evaluation assets (Note 5)		143,210		99,952
Intangible asset (Note 6)		1,368		1,432
Right of use asset		833		1,233
Property, plant and equipment (Note 4)		3,180		2,765
Advances and deposits		203		2,669
Investment in Aqualung Carbon Capture SA (Note 3)		3,386		3,314
		152,265		111,448
TOTAL ASSETS	$	171,086	$	173,497
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities	$	10,811	$	12,737
Lease liability – short-term		340		512
		11,151		13,249
Non-current liabilities
Lease liability – long-term		513		739
Decommissioning provision		135		133
		648		872
TOTAL LIABILITIES		11,799		14,121
EQUITY
Share capital (Note 8)		290,444		272,419
Reserves		45,733		35,888
Deficit		(178,996)		(148,707)
Accumulated other comprehensive income (loss)		2,106		(224)
TOTAL EQUITY		159,287		159,376
TOTAL LIABILITIES AND EQUITY	$	171,086	$	173,497

Commitments (Notes 5) and Contingencies (Note 11)

Approved by the Board of Directors and authorized for issue on May 7, 2024.

“Robert Cross”		“Claudia D’Orazio”
Director		Director

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

STANDARD LITHIUM LTD.

Condensed Consolidated Interim Statements of Comprehensive Income (Loss)

Three and nine months ended March 31, 2024 and 2023

(Expressed in thousands of Canadian Dollars, except share and per share amounts - unaudited)


	Three months ended				Nine months ended
	March 31,				March 31,
	2024		2023		2024		2023
Expenses
Share-based payments	$	3,614	$	44	$	9,971	$	1,135
Demonstration plant operations (Note 7)		1,975		4,428		7,177		10,403
Office and administration		1,164		820		3,322		2,459
Consulting fees		879		931		2,935		2,501
Professional fees		893		239		1,972		1,625
Management fees (Note 9)		661		555		1,987		1,579
Salaries and benefits		516		152		1,670		152
Patent		274		189		699		657
Travel		238		174		655		334
Amortisation of property, plant and equipment (Note 4)		232		1		666		207
Amortisation of office leases		136		64		404		156
Filing and transfer agent		60		168		308		366
Advertising and investor relations		48		132		220		286
Amortisation of intangible assets (Note 5)		21		20		64		89
Foreign exchange (gain)/loss		(167)		38		(727)		(5,192)
Project investigation		—		161		—		1,300
Loss from operations		(10,544)		(8,116)		(31,323)		(18,057)

Interest and other income		205		1,027		1,098		2,539
Interest and accretion expense		(19)		(12)		(64)		(21)

Net loss for the period		(10,358)		(7,101)		(30,289)		(15,539)
Other comprehensive income (loss)
Item that may be reclassified subsequently to income or loss:
Currency translation differences of foreign operations		3,157		23		2,330		2,489
Total comprehensive income (loss)		(7,201)		(7,078)		(27,959)		(13,050)

Weighted average number of common shares outstanding – basic and diluted		178,223,074		168,790,419		174,731,258		166,694,224
Basic and diluted loss per share	$	(0.06)	$	(0.04)	$	(0.17)	$	(0.09)

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

STANDARD LITHIUM LTD.

Condensed Consolidated Interim Statements of Changes in Equity

Nine months ended March 31, 2024 and 2023

(Expressed in thousands of Canadian Dollars, except share amounts - unaudited)


								Accumulated
	Number							other
	of	Share						comprehensive
	shares	capital		Reserves		Deficit		Income (loss)		Total equity
Balance, June 30, 2022	166,402,197	$	262,047	$	21,945	$	(106,718)	$	(746)	$	176,528
Share-based payment	—		—		1,135		—		—		1,135
Stock options exercised	5,750,000		8,224		(2,967)		—		—		5,257
Net loss for the period	—		—		—		(15,539)		—		(15,539)
Currency translation differences for foreign operations	—		—		—		—		2,489		2,489
Balance, March 31, 2023	172,152,197	$	270,271	$	20,113	$	(122,257)	$	1,743	$	169,870

Balance, June 30, 2023	172,752,197	$	272,419	$	35,888	$	(148,707)	$	(224)	$	159,376
Share-based payment	—		—		9,971		—		—		9,971
Shares issues under At-The-Market offering (Note 8)	9,320,559		19,263		—		—		—		19,263
Share issuance costs	—		(1,504)		—		—		—		(1,504)
Stock options exercised	100,000		266		(126)		—		—		140
Net loss for the period	—		—		—		(30,289)		—		(30,289)
Currency translation differences for foreign operations	—		—		—		—		2,330		2,330
Balance, March 31, 2024	182,172,756	$	290,444	$	45,733	$	(178,996)	$	2,106	$	159,287

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

STANDARD LITHIUM LTD.

Condensed Consolidated Interim Statements of Cash Flows

Nine months ended March 31, 2024 and 2023

(Expressed in thousands of Canadian Dollars - unaudited)


	Nine months ended
	March 31,		March 31,
	2024		2023
Operating activities
Net loss	$	(30,289)	$	(15,539)
Add items not affecting cash
Share-based payments		9,971		1,135
Foreign exchange		(1,044)		(5,324)
Amortisation		730		296
Amortisation – office leases		404		156
Interest expense		64		21
Net changes in non-cash working capital items to operations:
Receivables		(59)		473
Prepaid expenses		(609)		(1,709)
Advances		2,466		—
Accounts payable and accrued liabilities		(3,519)		(503)
Net cash used in operating activities		(21,885)		(20,994)

Investing activities
Exploration and evaluation assets		(39,336)		(25,150)
Purchase of land for future South West Arkansas Project plant		(939)		—
Aqualung Carbon Capture pilot plant development		(68)		(1,754)
Purchase of property, plant and equipment		(22)		—
Patent		—		(40)
Net cash used in investing activities		(40,365)		(26,944)

Financing activities
Proceeds from issuance of at the market (“ATM”) shares		19,263		—
Share issuance costs		(1,504)		—
Exercise of options		140		5,257
Lease payments		(460)		(171)

Net cash from financing activities		17,439		5,086

Effect of exchange rates on cash		915		5,209

Net change in cash		(43,896)		(37,643)
Cash, beginning of period		59,612		129,065
Cash, end of period	$	15,716	$	91,422

Non-cash investing activities:
Change in current liabilities relating to Exploration and evaluation assets		1,593		1,033

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2024 AND 2023

(Expressed in thousands of Canadian Dollars, except where indicated and share and per share amounts - unaudited)

1.	Nature of Operations

Standard Lithium Ltd. (the “Company”) was incorporated under the laws of the Province of British Columbia on August 14, 1998 under the name Tango Capital Corp. On April 7, 1999, the Company changed its name to Patriot Capital Corp. and then to Patriot Petroleum Corp. effective March 5, 2002. On December 1, 2016, the Company continued under the Canadian Business Corporations Act and changed its name to Standard Lithium Ltd. The Company’s principal operations are exploration for and development of lithium brine properties primarily in the Smackover formation in the states of Arkansas and Texas of the United States of America (“USA”).

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 shares are listed on the TSX Venture Exchange and NYSE American Stock Exchange under the symbol “SLI” and the Frankfurt Exchange in “S5L”.

2.Basis of Presentation

a)Statement of compliance

The annual consolidated financial statements of the Company, including comparatives, have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. The condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting (IAS 34).

These condensed consolidated interim financial statements follow the same accounting policies and methods of application as the most recent audited consolidated financial statements of the Company.

These condensed consolidated interim financial statements do not include all of the information required of a complete set of consolidated financial statements and are intended to provide users with an update in relation to events and transactions that are significant to an understanding of the changes in financial position and the performance of the Company since the end of its last annual reporting period. It is therefore recommended that these condensed consolidated interim financial statements be read in conjunction with the annual consolidated financial statements of the Company for the year ended June 30, 2023.

b)Basis of consolidation

The consolidated financial statements of the Company include the accounts of the Company and its subsidiaries which the Company controls 100% of.

3.Investment in Aqualung Carbon Capture SA

Changes in the Company’s Investment in Aqualung during the period ended March 31, 2024 and year ended June 30, 2023 are summarized as follows:


Balance, June 30, 2022	$	3,221
Effect of change in fair value		93
Balance, June 30, 2023		3,314
Effect of change in fair value		72
Balance, March 31, 2024	$	3,386

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2024 AND 2023

(Expressed in thousands of Canadian Dollars, except where indicated and share and per share amounts - unaudited)

4.Property, Plant and Equipment


						Land for
						future
						South
			Demonstration		Aqualung	West
			plant (formerly		Carbon	Arkansas
	Leasehold	Furniture	Pilot plant)		Capture	Project
	improvements	and fixtures	(Note 7)		pilot plant	plant	Total
Cost	$	$	$		$	$	$
June 30, 2022	—	—		26,649	—	—	26,649
Additions	187	12		—	1,778	—	1,977
June 30, 2023	187	12		26,649	1,778	—	28,626
Additions	—	22		—	68	939	1,029
Effect of foreign exchange translation	—	—		16	38	(2)	52
March 31, 2024	187	34		26,665	1,884	937	29,707

Accumulated amortisation
June 30, 2022	—	—		(25,664)	—	—	(25,664)
Amortisation	(6)	(1)		(207)	—	—	(214)
Effect of foreign exchange translation	—	—		17	—	—	17
June 30, 2023	(6)	(1)		(25,854)	—	—	(25,861)
Amortisation	(39)	(3)		—	(624)	—	(666)
Effect of foreign exchange translation	—	—		1	(1)	—	—
March 31, 2024	(45)	(4)		(25,853)	(625)	—	(26,527)

Net book value
June 30, 2022	—	—		985	—	—	985
June 30, 2023	181	11		795	1,778	—	2,765
March 31, 2024	142	30		812	1,259	937	3,180

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2024 AND 2023

(Expressed in thousands of Canadian Dollars, except where indicated and share and per share amounts - unaudited)

5.Exploration and Evaluation Assets


			Commercial
		South West	Plant
	California	Arkansas	Evaluation	Texas
	Property	Project⁽¹⁾	(Lanxess 1A)	Properties	Total
	$	$	$	$	$
Acquisition:
Balance, June 30, 2022	18,460	14,230	—	—	32,690
Option payments	2,352	1,378	—	885	4,615
Lanxess brine supply costs	—	(7,953)	7,953	—	—
Effect of foreign exchange translation	527	406	—	—	933
Balance, June 30, 2023	21,339	8,061	7,953	885	38,238
Option payments	128	1,416	—	1,485	3,029
Acquisition of Wheelhouse Water Resources, LLC	—	—	—	27	27
Effect of foreign exchange translation	469	205	173	30	877
Balance, March 31, 2024	21,936	9,682	8,126	2,427	42,171

Exploration and Evaluation:
Balance, June 30, 2022	4,333	4,105	4,533	—	12,971
Exploration costs	9	17,429	—	18,175	35,613
Lanxess 1A evaluation costs	—	—	12,740	—	12,740
Effect of foreign exchange translation	124	136	130	—	390
Balance, June 30, 2023	4,466	21,670	17,403	18,175	61,714
Exploration costs	5	8,337	—	18,220	26,562
Lanxess 1A evaluation costs	—	—	11,084	—	11,084
Effect of foreign exchange translation	96	625	495	463	1,679
Balance, March 31, 2024	4,567	30,632	28,982	36,858	101,039

Balance, June 30, 2023	25,805	29,731	25,356	19,060	99,952
Balance, March 31, 2024	26,503	40,314	37,108	39,285	143,210

(1)	On October 31, 2023, the Company exercised its option agreement with TETRA Technologies, Inc. to acquire brine productions rights for the South West Arkansas Project. The Company did not incur any costs associated with the exercise.

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2024 AND 2023

(Expressed in thousands of Canadian Dollars, except where indicated and share and per share amounts - unaudited)

6.Intangible Asset

The carrying value of the intangible assets acquired is as follows:


	IP Assets		Patents		Total
Balance, June 30, 2022	$	1,501	$	—	$	1,501
Additions		—		41		41
Amortisation		(110)		—		(110)
Balance, June 30, 2023		1,391		41		1,432
Amortisation		(62)		(2)		(64)
Balance, March 31, 2024	$	1,329	$	39	$	1,368

7.	Demonstration Plant Operations (formerly Pilot Plant)

As at March 31, 2024, and 2023, demonstration plant costs are comprised of the following:


	Three months ended				Nine months ended
	March 31,				March 31,
	Aqualung pilot plant		Demonstration plant		Aqualung pilot plant		Demonstration plant
	2024	2023	2024	2023	2024	2023	2024	2023
	$	$	$	$	$	$	$	$
Internet	—	—	2	3	—	—	8	8
Personnel	54	—	1,312	1,298	54	—	3,938	4,341
Reagents	—	—	17	1,895	—	—	583	2,479
Repairs and maintenance	—	—	14	7	—	—	360	16
Supplies	22	—	372	870	22	—	862	2,552
Test work	—	—	138	297	—	—	1,187	857
Office trailer rental	—	—	23	11	—	—	71	30
Utilities	16	—	(7)	47	16	—	44	120
Vehicle	—	—	10	—	—	—	23	—
Waste disposal & recycling	—	—	2	—	—	—	9	—
Total operations costs	92	—	1,883	4,428	92	—	7,085	10,403

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2024 AND 2023

(Expressed in thousands of Canadian Dollars, except where indicated and share and per share amounts - unaudited)

8.	Share Capital

a)Authorized capital

The Company is authorised to issue an unlimited number of common voting shares without nominal or par value.

During the nine months ended March 31, 2024, the Company issued a total of 100,000 common shares for the exercise of stock options. The Company received proceeds of $140 and reclassified $126 from reserve to share capital upon exercise.

During the nine months ended March 31, 2023, the Company issued a total of 5,750,000 common shares for the exercise of stock options. The Company received proceeds of $5,257 and reclassified $2,967 from reserve to share capital upon exercise.

During the nine months ended March 31, 2024, the Company issued 9,320,559 common shares for proceeds of $19,263 net of transaction costs of $1,504 under the Company’s ATM offering (March 31, 2023: $Nil).

b)Options

The Company has a stock option plan in place under which it is authorized to grant options to officers, directors, consultants, management and company employees enabling them to cumulatively acquire up to 10% of the issued and outstanding common stock of the Company. Under the plan, the exercise price of each option shall not be less than the price permitted by any stock exchange. The options can be granted for a maximum term of 10 years.

The weighted average fair value at grant date of options granted during the nine months ended March 31, 2024 was $2.61 per option (June 30, 2023: $3.45). The fair value was determined using the Black-Scholes option-pricing model using the following weighted average assumptions:


	YTD2024			FY2023
Expected stock price volatility		77	%		84	%
Risk-free interest rate		4.4	%		3.16	%
Dividend yield		—			—
Expected life of options		5 years			5 years
Stock price on date of grant	$	4.00		$	5.09
Forfeiture rate		—			—

Stock option transactions are summarized as follows:


	Number of	Weighted average
	options	exercise price
Balance at June 30, 2022	10,170,000	$	2.11
Options exercised	(5,950,000)		0.91
Options granted	3,950,000		5.09
Balance at June 30, 2023	8,170,000	$	4.43
Options exercised	(100,000)		1.40
Options granted	1,750,000		4.00
Balance at March 31, 2024	9,820,000	$	4.38

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2024 AND 2023

(Expressed in thousands of Canadian Dollars, except where indicated and share and per share amounts - unaudited)

8.	Share Capital - continued

b)Options - continued

The following table summarizes stock options outstanding and exercisable at March 31, 2024:


	Options Outstanding					Options Exercisable
			Weighted		Weighted		Weighted
			Average		Average		Average
Exercise		Number	Remaining		Exercise		Exercise
Price		of	Contractual Life		Price	Number	Price
$		Shares	(years)		$	Exercisable	$
1.40		1,350,000	—	⁽¹⁾	1.40	1,350,000	1.40
3.43		400,000	0.04		3.43	400,000	3.43
7.55		500,000	0.87		7.55	500,000	7.55
3.39		1,200,000	1.80		3.39	1,200,000	3.39
6.08		200,000	2.30		6.08	200,000	6.08
6.31		200,000	2.93		6.31	200,000	6.31
8.25		170,000	2.96		8.25	170,000	8.25
9.40		100,000	3.03		9.40	100,000	9.40
5.08		3,750,000	4.03		5.08	3,750,000	5.08
5.23		200,000	4.15		5.23	200,000	5.23
4.00		1,750,000	4.48		4.00	433,333	4.00
		9,820,000	2.88		4.38	8,503,333	4.44

(1)	Options expired on September 4, 2023, however, due to black-out of insider share transactions, these options will remain eligible for exercise for a period of 10 business days subsequent to the lifting of the black-out.

c) Long-term Incentive Plan

The Company has an equity incentive plan (“Plan”) in accordance with the policies of the TSX Venture Exchange whereby, from time to time at the discretion of the Board of Directors, eligible directors, officers and employees are awarded restricted share units (“RSUs”) and performance share units (“PSUs”). The RSUs and PSUs that are subject to 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 deferred share units (“DSUs”). DSUs may be redeemed upon retirement or termination from the Company. The plan is a fixed plan pursuant to which the aggregate number of common shares to be issued shall not exceed 10% of the Company’s issued and outstanding common shares when combined with the aggregate number of Options, RSUs, PSUs and DSUs. As of March 31, 2024, the Company has granted 1,991,004 DSUs to the Board of Directors and Management which vested on April 11, 2024. The Company has recorded $4,929 in share-based payment expense related to this grant during the nine-month period ended March 31, 2024.

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2024 AND 2023

(Expressed in thousands of Canadian Dollars, except where indicated and share and per share amounts - unaudited)

9.Related Party Transactions

Key management personnel are persons responsible for planning, directing and controlling the activities of the entity, and include directors and officers of the Company.

Compensation to key management is comprised of the following:


	March 31,		March 31,
	2024		2023
Management and director fees	$	1,946	$	1,579
Benefits		41		—
Share-based payments		7,295		—
	$	9,282	$	1,579

As at March 31, 2024, there is $45 (June 30, 2023: $1,373) in accounts payable and accrued liabilities owing to officers of the Company. Amounts due to/from the key management personnel are non-interest bearing, unsecured and have no fixed terms of repayment.

On June 17, 2022, the Company entered into a Master Services Agreement (“the MSA”) with Telescope Innovations Corp. (“Telescope”). Robert Mintak, CEO of the Company and Dr. Andy Robinson, President and COO of the Company are directors of Telescope Innovations Corp. Under the MSA, Telescope provided various research and development (“R&D”) services for the purpose of developing new technologies. The Company funded an initial project for one year under the MSA, which will aim to evaluate the use of captured CO₂ in the Company’s various chemical processes, as well as investigating 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 $880 (March 31, 2023: $592) of costs related to this agreement during the nine months ended March 31, 2024.

As at March 31, 2024, there is $40 (June 30, 2023: $115) in accounts payable and accrued liabilities owing to Telescope. Amounts due to Telescope are non-interest bearing, unsecured and have no fixed terms of repayment.

On November 7, 2023, the Company adopted an Executive Officer Incentive Compensation Clawback Policy to comply with new rules of the New York Stock Exchange American set forth in Listed Company Manual Section 811 – Erroneously Awarded Compensation and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as codified by Section 10D and Rule 10D-1 of the U.S. Securities Exchange Act of 1934.

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2024 AND 2023

(Expressed in thousands of Canadian Dollars, except where indicated and share and per share amounts - unaudited)

10.Financial Instruments and Financial Risk Management

The Company’s financial assets and liabilities consist of cash, receivables, long-term investments, accounts payable and accrued liabilities. A fair value hierarchy is used to determine the financial instruments’ fair value that are recorded on the consolidated statements of financial position.

The fair value hierarchy has three levels:

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).

There were no transfers between Levels 1, 2 or 3 for the period ended March 31, 2024 and the year ended June 30, 2023.

The following table sets forth the Company’s financial assets measured at fair value by level within the fair value hierarchy:


March 31, 2024	Level 1		Level 2		Level 3		Total
Investment in Aqualung Carbon Capture SA	$	—	$	—	$	3,386	$	3,386


June 30, 2023	Level 1		Level 2		Level 3		Total
Investment in Aqualung Carbon Capture SA	$	—	$	—	$	3,314	$	3,314

The Company’s Board of Directors 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.

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:

●

maintaining sound financial condition;

●

financing operations; and

●

ensuring liquidity to all operations.

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2024 AND 2023

(Expressed in thousands of Canadian Dollars, except where indicated and share and per share amounts - unaudited)

10.

Financial Instruments and Financial Risk Management - continued

In order to satisfy these objectives, the Company has adopted the following policies:

(i)	Credit risk

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 our cash. The Company maintains substantially all of its cash with two major financial institutions. The majority of cash held with these institutions exceed the amount of insurance provided on such deposits.

(ii)	Liquidity risk

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 March 31, 2024, the Company has working capital of $7,670 (June 30, 2023: working capital balance of $48,800). The Company is actively engaged in raising additional capital to fund its capital projects and meet financial obligations.

(iii)

Foreign exchange risk

Currency risk is the risk to the Company’s earnings that arises from fluctuations of foreign exchange rates and the degree of volatility of these 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 US dollars:


	March 31, 2024	June 30, 2023
	$	$
Cash	8,973	42,745
Accounts payable	(2,775)	(5,926)

At March 31, 2024, US Dollar amounts were converted at a rate of USD 1.00 to CAD 1.354. A 10% increase or decrease in the US dollar relative to the Canadian dollar would result in a change of approximately $620 (June 30, 2023: $3,682) in the Company’s comprehensive loss for the year to date.

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2024 AND 2023

(Expressed in thousands of Canadian Dollars, except where indicated and share and per share amounts - unaudited)

11.

Contingencies

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 March 31, 2024, the Company has not recorded any provision associated with this matter, as the outcome is undeterminable at this time.

12.

Subsequent Event

Subsequent to March 31, 2024, the Company issued 1,292,500 common shares for proceeds of $2,046 net of transaction costs of $103 under the Company’s ATM offering.

On May 7, 2024, Equinor ASA, an arms-length party, acquired an interest in two Standard Lithium subsidiaries, one of which holds Standard Lithium’s South West Arkansas Project and the other the East Texas properties. Pursuant to the terms of the transaction, Equinor acquired a 45% interest in each of the subsidiaries for an initial cash payment of US$30 million to Standard Lithium and the commitment to invest up to an additional US$130 million as follows:

•

Equinor to solely fund the first US$40 million of development costs at the South West Arkansas Project upon, after which all additional capital expenditures would be funded on a pro-rata basis;

•

Equinor to solely fund the first US$20 million in exploration and development costs at the East Texas properties, after which all additional capital expenditures would be funded on a pro rata basis; and

•

Standard Lithium will receive up to US$70 million in milestone payments associated with the South West Arkansas Project and East Texas subject to final investment decisions being made by certain dates.

Exhibit 99.2

Management’s Discussion and Analysis

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2024

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three and Nine Months Ended March 31, 2024

INTRODUCTION

The following management’s discussion and analysis (“MD&A”) for Standard Lithium Ltd. was prepared by management based on information available as of May 7, 2024 and it should be reviewed in conjunction with the unaudited condensed consolidated interim financial statements and related notes thereto of the Company for the three and nine months ended March 31, 2024 and the audited consolidated financial statements and the notes thereto of the Company for the year ended June 30, 2023. The unaudited condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting (IAS 34). All dollar figures are expressed in thousands (“000”) of Canadian dollars unless otherwise stated, except for share and per share amounts. These documents and additional information on the Company are available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

References in this MD&A to “Standard Lithium”, “Standard”, “SLI”, “our” and “the Company” mean Standard Lithium Ltd., unless the context clearly requires otherwise.

Additional information related to the Company, including the Company’s AIF (as defined below), is available under the Company’s SEDAR+ profile at www.sedarplus.ca and on EDGAR at www.sec.gov. Unless indicated, additional external information, and documents referenced within this MD&A, do not form part of this MD&A.

FORWARD-LOOKING INFORMATION

Except for statements of historical fact, this MD&A contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively referred to herein as “forward-looking information”). The statements relate to future events or the Company’s future performance. All statements, other than statements of historical fact, may be forward-looking information. Information concerning mineral resource and mineral reserve estimates also may be deemed to be forward-looking information in that it reflects a prediction of mineralization that would be encountered if a mineral deposit were developed and mined. Forward-looking information generally can be identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “propose”, “potential”, “target”, “intend”, “could”, “might”, “should”, “believe”, “scheduled”, “implement” and similar words or expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information.

In particular, this MD&A contains forward-looking information, including, without limitation, with respect to the following matters or the Company’s expectations relating to such matters: the Company’s planned exploration, research and development programs (including, but not limited to, plans and expectations regarding advancement, testing and operation of the lithium extraction Demonstration Plant (as defined below) (formerly pilot plant)); commercial opportunities for lithium products; delivery of studies; filing of technical reports; expected results of exploration; accuracy of mineral or resource exploration activity; accuracy of mineral reserves or mineral resources estimates, including the ability to develop and realize on such estimates; whether mineral resources will ever be developed into mineral reserves, and information and underlying assumptions related thereto; budget estimates and expected expenditures by the Company on its properties; regulatory or government requirements or approvals; the reliability of third party information; continued access to mineral properties or infrastructure; payments and share issuances pursuant to property agreements; fluctuations in the market for lithium and its derivatives; expected timing of the expenditures; performance of the Company’s business and operations; changes in exploration costs and government regulation in Canada and the United States; competition for, among other things, capital, acquisitions, undeveloped lands and skilled personnel; changes in commodity prices and exchange rates; currency and interest rate fluctuations; the Company’s funding requirements and ability to raise capital; geopolitical instability; war (such as Russia’s invasion of Ukraine and ongoing conflict in the Middle East); and other factors or information.

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three and Nine Months Ended March 31, 2024

Forward-looking information does not take into account the effect of transactions or other items announced or occurring after the statements are made. Forward-looking information is based upon a number of expectations and assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. With respect to forward-looking information listed above, the Company has made assumptions regarding, among other things: current technological trends; ability to fund, advance and develop the Company’s properties; the Company’s ability to operate in a safe and effective manner; uncertainties with respect to receiving, and maintaining, mining, exploration, environmental and other permits; pricing and demand for lithium, including that such demand is supported by growth in the electric vehicle market and the energy storage market; impact of increasing competition; commodity prices, currency rates, interest rates and general economic conditions; the legislative, regulatory and community environments in the jurisdictions where the Company operates; impact of unknown financial contingencies; market prices for lithium products; budgets and estimates of capital and operating costs; estimates of mineral resources and mineral reserves; reliability of technical data; the ability to negotiate access agreements on commercially reasonable terms, anticipated timing and results of operation and development; inflation; and the impacts of war (such as Russia’s invasion of Ukraine and ongoing conflict in the Middle East) on the Company and its business. Although the Company believes that the assumptions and expectations reflected in such forward-looking information are reasonable, the Company can give no assurance that these assumptions and expectations will prove to be correct. Since forward-looking information inherently involves risks and uncertainties, undue reliance should not be placed on such information.

Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include, but are not limited to: general economic conditions in Canada, the United States and globally; industry conditions, including the state of the electric vehicle market and the energy storage market; governmental regulation of the mining industry, including environmental regulation; geological, technical and drilling problems; unanticipated operating events; negotiation of commercial access agreements, competition for and/or inability to retain drilling rigs and other services and to obtain capital, undeveloped lands, skilled personnel, equipment and inputs; reliance on third parties; potential joint ventures; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; uncertainties associated with estimating mineral resources and mineral reserves, including uncertainties relating to the assumptions underlying mineral resource and mineral reserve estimates; whether mineral resources will ever be converted into mineral reserves; uncertainties in estimating capital and operating costs, cash flows and other project economics; liabilities and risks, including environmental liabilities and risks inherent in mineral extraction operations; health and safety risks; risks related to unknown financial contingencies, including litigation costs, on the Company’s operations; unanticipated results of exploration activities; unpredictable weather conditions; unanticipated delays in preparing technical studies; inability to generate profitable operations; restrictive covenants in debt instruments; lack of availability of additional financing on terms acceptable to the Company; intellectual property (“IP”) risk; stock market volatility; volatility in market prices for commodities; liabilities inherent in the mining industry; inflation risks; risks related to war (such as Russia’s invasion of Ukraine and ongoing conflict in the Middle East); changes in tax laws and incentive programs relating to the mining industry; other risks pertaining to the mining industry; conflicts of interest; dependency on key personnel; and fluctuations in currency and interest rates, as well as those factors discussed in the section entitled “Risk Factors” in the Company’s annual information form for the year ended June 30, 2023 (the “AIF”).

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended.

Readers are cautioned that the foregoing lists of factors are not exhaustive. All forward-looking information in this MD&A speaks as of the date of this MD&A. The Company does not undertake any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. All forward-looking information contained in this MD&A is expressly qualified in its entirety by this cautionary statement. Additional information about these assumptions and risks and uncertainties is contained in the Company’s filings with securities regulators, including the Company’s most recent AIF, which are available on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three and Nine Months Ended March 31, 2024

CAUTIONARY NOTES TO U.S. INVESTORS CONCERNING RESOURCE ESTIMATES

This MD&A has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of the securities laws in effect in the U.S. In particular, and without limiting the generality of the foregoing, the terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “inferred mineral resources,” “indicated mineral resources,” “measured mineral resources” and “mineral resources” used or referenced in this MD&A are Canadian mineral disclosure terms as defined in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) under the guidelines set out in the 2014 Canadian Institute of Mining, Metallurgy and Petroleum Standards for Mineral Resources and Mineral Reserves, Definitions and Guidelines, May 2014 (the “CIM Standards”). The CIM Standards differ from the mineral property disclosure requirements of the U.S. Securities and Exchange Commission (the “SEC”) in Regulation S-K Subpart 1300 (the “SEC Modernization Rules”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”).

As a foreign private issuer that is eligible to file reports with the SEC pursuant to the multi-jurisdictional disclosure system, the Company is not required to provide disclosure on its mineral properties under the SEC Modernization Rules and will continue to provide disclosure under NI 43-101 and the CIM Standards. Accordingly, the Company’s disclosure of mineralization and other technical information may differ significantly from the information that would be disclosed had the Company prepared the information under the standards adopted under the SEC Modernization Rules.

SUMMARY OF STANDARD LITHIUM’S BUSINESS

Standard Lithium is a leading near-commercial lithium company focused on the sustainable development of a portfolio of lithium-brine bearing properties in the United States. The Company prioritizes brine projects characterized by high-grade resources, robust infrastructure, skilled labor, and streamlined permitting. The Company aims to achieve sustainable, commercial-scale lithium production via the application of a scalable and fully integrated Direct Lithium Extraction (“DLE”) and purification process. Recognized as a critical mineral, lithium holds strategic importance for the rapidly expanding sectors of electric vehicles and renewable energy storage, further influencing the broader economy and national security.

The Company’s flagship projects, the South West Arkansas Project (as defined below) and the Lanxess Project (as defined below), are located on the Smackover Formation in southern Arkansas near the Louisiana Stateline, a region with a long-standing and established industry of mineral extraction from brine.

The Company considers the South West Arkansas Project and the Lanxess Project to be separate and independent projects, as they are not contiguous or located within immediate proximity of each other, do not share common ownership of underlying brine rights, and are unlikely to be developed using common infrastructure or financing. The resource development project in southwest Arkansas (the “South West Arkansas Project”), encompassing a significant land area of over 27,000 acres, is a key project in our portfolio due to its scale and the quality of its lithium-brine resources. The Company completed a Preliminary Feasibility Study (“PFS”) in the third quarter of 2023 for the South West Arkansas Project. A Definitive Feasibility Study (“DFS”) is currently targeted to be completed in 2024 following completion of which, construction is targeted to begin in 2025 and first production is expected in 2027, subject to continued project definition, due diligence, available financing and positive DFS results.

The Lanxess Project encompasses a suite of contemplated staged expansion projects related to the South, Central, and West Brine Production Units operated by LANXESS Corporation (“LANXESS”) in Arkansas. These three brownfield brine processing facilities collectively cover a vast 150,000 acres of unitized leases in southern Arkansas (the “Lanxess Project”). The most advanced initiative within the Lanxess Project is Phase 1A, where we plan to establish our first commercial lithium extraction plant. The Company has been successfully operating an industrial-scale DLE demonstration plant (the “Demonstration Plant”) at the Phase 1A location for over three years. The Demonstration Plant serves as a testing and optimization facility, refining the commercial blueprint for scalable and replicable DLE processes. In Q4 of 2023, the Company completed a DFS for Phase 1A, which is planned to be situated at the LANXESS South Plant. This innovative project, utilizing DLE technology to extract lithium from an existing brine pipeline system, aims to produce battery-quality lithium carbonate. The Company is advancing toward a Final Investment Decision (the “FID”) for Phase 1A, with the

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three and Nine Months Ended March 31, 2024

timing contingent upon ongoing project definition, the finalization of commercial agreements with LANXESS, and the completion of project financing initiatives. A positive FID will set the stage for initial production, which is currently targeted for 2026.

Additionally, the Company has identified and begun extensive leasing for prospective lithium brine areas within the Smackover Formation in East Texas. Our interests also extend to certain mineral leases in the Mojave Desert, San Bernardino County, California.

CORPORATE SUMMARY

The Company was incorporated under the laws of the Province of British Columbia on August 14, 1998, under the name “Tango Capital Corp.” Effective April 7, 1999, Tango Capital Corp. changed its name to “Patriot Capital Corp.” Effective March 5, 2002, Patriot Capital Corp. changed its name to “Patriot Petroleum Corp.” On December 1, 2016, the Company changed its name to “Standard Lithium Ltd.” and continued its corporate existence from the Business Corporations Act (British Columbia) to the Canada Business Corporations Act.

The Company is listed on the TSX Venture Exchange and the NYSE American, LLC under the symbol “SLI”. The Company is a reporting issuer in each of the Provinces and Territories of Canada and files its continuous disclosure documents with the Canadian Securities Authorities in such Provinces and Territories. Such documents are available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

The Company’s corporate office is located at Suite 1625, 1075 West Georgia Street, Vancouver, British Columbia, V6E 3C9 and its registered office is located at Suite 2200, 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8.

HIGHLIGHTS FOR THE NINE MONTHS ENDED MARCH 31, 2024

●

On July 5, 2023, the Company appointed David Park as Senior Strategic Advisor of the Company.

●

On August 8, 2023, the Company announced positive results of a PFS for the South West Arkansas Project, including an upgraded mineral resource for a portion of the project.

●

On September 6, 2023, the Company announced positive results of a DFS for the Lanxess Project (”Lanxess DFS”).

●

On September 13, 2023, the Company announced it had acquired 118 acres of land within the South West Arkansas Project providing a strategic location that enhances the project’s development options.

●

On September 18, 2023, the Company filed a PFS and updated mineral resource for the South West Arkansas Project.

●

On October 1, 2023, the Company appointed Salah Gamoudi as Chief Financial Officer following Kara Norman’s appointment as Chief Accounting Officer of the Company.

●

On October 8, 2023, the Company appointed Michael Barman as Chief Development Officer.

●

On October 18, 2023, the Company filed the Lanxess DFS, which comprised a mineral reserve and resource estimate on Phase 1A of the Lanxess Project.

●

On October 31, 2023, the Company exercised its option agreement with TETRA Technologies Inc. to acquire brine production rights for the South West Arkansas Project.

●

On December 1, 2023, LANXESS announced its intention to act as a brine supplier for the Phase 1A Project (as defined below), allowing the Company further optionality to seek project level equity investments and offtake arrangements.

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three and Nine Months Ended March 31, 2024

●

On January 24, 2024, the Company announced that Ausenco Engineering Canada ULC has been selected to complete the Definitive Feasibility Study and Front-End Engineering Design services for the South West Arkansas Project.

●

On March 13, 2024, the Company announced the successful installation of a commercial scale full-size Direct Lithium Extraction column at its demonstration plant near El Dorado, Arkansas. The column is a LiPro^TMLithium Selective Sorption (“LSS”) unit, supplied by Koch Technology Solutions, LLC (“KTS”).

●

During the nine months ended March 31, 2024, the Company issued 9,320,559 common shares of the Company (the “Shares”) for proceeds of $19,623 net of transactions cost of $1,504 under the Company’s at-the-market (the “ATM”) offering.

EVENTS SUBSEQUENT TO THE NINE MONTHS ENDED MARCH 31, 2024

Subsequent to March 31, 2024, the Company issued 1,292,500 common shares for proceeds of $2,046 net of transaction costs of $103 under the Company’s ATM offering.

On May 7, 2024, Equinor ASA, an arms-length party, acquired an interest in two Standard Lithium subsidiaries, one of which holds Standard Lithium’s South West Arkansas Project and the other the East Texas Project (the “Equinor Transaction”). We believe that the partnership between Standard Lithium and Equinor is strategic and complementary. The Equinor Transaction combines the Company’s DLE and Smackover brine processing expertise, and attractive assets, with a global energy major with deep experience in sub-surface assessment and production, project development, financing, construction and operations.

We believe that the Equinor Transaction significantly de-risks project execution for Standard Lithium, and allows for development at the South West Arkansas Project. The Equinor Transaction immediately strengthens Standard Lithium’s financial position by providing immediate parent company level liquidity, in addition to significantly reduced future capital requirements to reach a final investment decision. We further believe that we have strong alignment between Standard Lithium and Equinor to develop a sustainable lithium business, adhering to high levels of environmental and social responsibility.

Pursuant to the terms of the Equinor Transaction, Equinor acquired a 45% interest in each of the subsidiaries for an initial cash payment of US$30 million to Standard Lithium and the commitment to invest up to an additional US$130 million as follows:

•

Equinor to solely fund the first US$40 million of development costs at South West Arkansas Project, after which all additional capital expenditures would be funded on a pro-rata basis;

•

Equinor to solely fund the first US$20 million in exploration and development costs at the East Texas Project, after which all additional capital expenditures would be funded on a pro rata basis;

•

Standard Lithium will receive up to US$70 million in milestone payments associated with the South West Arkansas Project and the East Texas Project subject to final investment decisions being made by certain dates.

•

Standard Lithium will maintain majority ownership and operatorships pursuant to a Development Services Agreements at each of South West Arkansas Project and the East Texas Project;

•

Each subsidiary will be operated with a management structure that integrates the expertise and resources from both companies; and

•

No parent-level common equity ownership dilution at Standard Lithium as a result of the Equinor Transaction.

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three and Nine Months Ended March 31, 2024

PROJECT OVERVIEW

Standard Lithium currently has the following material projects:

LANXESS PROJECT

In accordance with the amended and restated memorandum of understanding (the “Lanxess MOU”) dated February 23, 2022, Standard Lithium has established a framework for cooperation with LANXESS. The Lanxess MOU, which replaces previous agreements from May 4, 2018, and the joint venture term sheet from November 9, 2018, sets out the terms for advancing the Phase 1A Project, located within the LANXESS South Facility. The structured collaboration with LANXESS will result in definitive commercial agreements that include the supply and management of brine resources, leasing of the commercial production site facilities for the development of the first commercial lithium project in Arkansas to be constructed at the Lanxess Project (the “Phase 1A Project”), and provision of certain infrastructure services by LANXESS. These negotiations are expected to formalize the operational framework for the Phase 1A Project. Standard Lithium will retain ownership and control over the marketing of the lithium carbonate produced from the Phase 1A Project. The Company has the discretion to pursue additional strategic partnerships at the project level to support the project’s development and enhance its economic potential.

The strategy for the Phase 1A Project leverages the established infrastructure and the current permitting framework at the LANXESS South Facility, which will enable an effective scale-up of the Company’s DLE process. This phase aims to validate the commercial viability of the DLE technology, with plans to replicate this process across Standard Lithium’s Smackover Formation assets in a manner consistent with the Company’s operational objectives and financial considerations.

THE LANXESS PROJECT

●

Located 10 kilometers from El Dorado, Arkansas, in a geopolitically stable, business-friendly, and cost-efficient region.

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three and Nine Months Ended March 31, 2024

●

One of the largest lithium brine projects in the U.S., with a 2.8 million tonnes (“Mt”) lithium carbonate equivalent (LCE) measured and indicated mineral resource. Phase 1A is set to tap into approximately 5% of the total measured and indicated resource.

●

Strategic partnership with LANXESS, a global chemical industry leader and operator of the largest brine processing operations in North America.

●

Control of 150,000-acres across three brownfield sites within the Lanxess Project, utilizing existing commercial brine operations to expedite production.

●

Completion of extensive testing has largely validated the commercial viability of lithium extraction using DLE technology, which processes the lithium from the brine by-product pf LANXESS’s existing operations.

●

The projected environmental footprint is minimal, benefiting from the use of existing industrial sites, infrastructure, and the environmentally considerate DLE technology.

●

Strong support from stakeholders and the community.

●

The projected initial production target is 5,700 tonnes per annum (“tpa”) of battery-quality (“BQ”) lithium carbonate.

●

Estimated all-in operating costs are US$7,390 per tonne of BQ lithium carbonate.

●

Capital expenditures are estimated at US$365 million, including a 15% contingency.

For more detailed information regarding the Lanxess Project, please refer to the technical report titled “Technical Report for the Definitive Feasibility Study for Commercial Lithium Extraction Plant at Lanxess South Plant” dated October 18, 2023, as filed on the Company’s SEDAR+ profile at www.sedarplus.ca and on EDGAR at www.sec.gov.

Lanxess Project Background & Outlook

South Arkansas has a longstanding and established industry of mineral extraction from brine, with activities beginning in the 1950s. The Smackover Formation, a limestone aquifer stretching approximately 1,000 kilometers from central Texas to Florida, has been central to oil and gas production for over a century. Due to its high porosity and permeability, this formation is particularly suited for extensive brine pumping, processing, and reinjection. While the primary mineral historically extracted from this brine has been bromine, the resource is also rich in lithium.

With headquarters in Cologne, Germany, LANXESS maintains the most substantial brine extraction and processing operations in south Arkansas. This operation includes three distinct facilities: the South, West, and Central plants, each equipped with its brine supply, disposal system, and bromine processing facilities.

In 2018, Standard Lithium and LANXESS signed an agreement to test and prove the commercial viability of extracting lithium from brine (“tail-brine”) at LANXESS’ bromine extraction operation (see AIF for more information about the Lanxess Project information including history, ownership, geology and mineralization). The agreement has since been replaced by the Lanxess MOU.

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three and Nine Months Ended March 31, 2024

Lanxess Project – Demonstration Plant

In May 2020, the Company commissioned its industrial-scale DLE Demonstration Plant at LANXESS’ South Plant. The Demonstration Plant, which is the first-of-its-kind in the world, utilizes, among other technologies, the Company’s proprietary DLE process to extract lithium from LANXESS’ post bromine extraction tail-brine.

This Demonstration Plant serves as a testing and optimization facility, refining the commercial blueprint for scalable and replicable DLE processes. The focus is on extracting lithium from LANXESS’ post bromine extraction tail-brine, yielding a high-purity lithium chloride (LiCl). This LiCl can then undergo further refinement into battery-quality lithium carbonate or lithium hydroxide. The highly automated three-story Demonstration Plant is complemented by adjacent separate buildings housing the control room, office, and an analytical laboratory, ensuring precise and monitored lithium extraction processes. The resulting high-purity lithium chloride is typically managed in the following ways: sample volumes of the LiCl material are either sent for analysis, or when applicable, they are sent off-site for further conversion into battery-quality lithium carbonate or lithium hydroxide. In the majority of cases, the material is returned, along with spent brine, for re-injection The Company entered into the Lanxess MOU with LANXESS to streamline and expedite the development of Phase 1A Project the first commercial lithium project in Arkansas to be constructed at the Lanxess Project. The overall objective is to produce battery-grade lithium carbonate from all three of the LANXESS facilities starting with the Lanxess South Plant. Each facility will have its own primary plant that will produce purified and concentrated lithium chloride solutions. These solutions will be conveyed, via pipelines, to one location (the Central Plant) for further processing to the final product – lithium carbonate.

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three and Nine Months Ended March 31, 2024

Proposed location of Phase 1A commercial facility adjacent to LANXESS South Plant

The Company has filed three NI 43-101 technical reports for the Lanxess Project.

●

In November 2018, the first mineral resource estimate was filed and comprised an inferred mineral resource estimate for lithium contained in brine.

●

In August 2019, the Company filed a Preliminary Economic Assessment (“PEA”), which comprised an upgraded indicated mineral resource estimate for the Lanxess Project, as well as a PEA for proposed commercial plants at the Lanxess Project.

●

In October 2023, the Company filed the current Lanxess DFS, which comprised a mineral reserve estimate on the Phase 1A Project and an updated mineral resource for the Lanxess Project.

On December 15, 2021, the Company announced that it signed a letter of intent with Koch Engineered Solutions (“KES”) for support with pre-FEED at the Company’s proposed first commercial plant located at the LANXESS facility in southern Arkansas.

On September 7, 2022, the Company announced that it had completed the FEED and DFS selection process for the Phase 1A Project and awarded the contract to OPD LLC, a Koch-owned business based in Katy, Texas. The Lanxess DFS was completed in Q3 2023. A final investment decision is expected to follow, and construction on the first commercial plant, adjacent to the Demonstration Plant, would begin soon after. The Company intends on expending additional funds during the upcoming year to advance the Lanxess Project.

On October 18, 2023, the Company filed the Lanxess DFS, which comprised a mineral reserve estimate on the Phase 1A Project.

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three and Nine Months Ended March 31, 2024

On October 27, 2022, the Company successfully commissioned a first-of-its-kind chloride-to-hydroxide conversion pilot plant. The plant was installed at the Lanxess Project and operates as a self-contained unit taking the lithium chloride feed produced by the existing Demonstration Plant and converting this feed directly into a lithium hydroxide solution using a novel ion-exchange process.

On December 6, 2022, the Company completed all of the necessary agreements with LANXESS to secure access to the proposed commercial plant site at the Lanxess Project and to conduct all required fieldwork to support the Lanxess DFS.

On December 1, 2023, Lanxess announced their intention to act as a brine supplier for the Phase 1A Project, allowing the Company further optionality to seek project level equity investments and offtake arrangements.

Strong Partnerships Key to Success

The partnership between Standard Lithium and LANXESS allows the Company to demonstrate the commercial viability of the Lanxess Project and the DLE process. By connecting to LANXESS’ existing permitted operations, the Company is saving both significant time and infrastructure costs.

On December 1, 2021, the Company closed the direct private placement by Koch Strategic Platforms, a subsidiary of Koch Investments Group, for aggregate gross proceeds of approximately $127,070 (approximately US$100,000). This investment has supported and continues to support the Company’s efforts to:

●

Rapidly advance the first commercial DLE project in North America at the Lanxess Project;

●

Accelerate and expand the development of the Company’s South West Arkansas Project;

●

Continue to develop and commercialize modern lithium extraction and processing technologies, and work collaboratively with KES businesses; and

●

Allow for strategic project expansion.

Economics

The Lanxess Project economics were derived from inputs based on the annual production schedule, capital expense estimate, and operating expense estimate as set forth in the Lanxess DFS. The positive results from the economic analysis are summarized in the table below.


Description	Units	Values
Initial Annual Production of Li₂CO₃	tpa^[1]	5,730^[2]
Average Annual Production of Li₂CO₃	tpa^[1]	5,400
Plant Operating Life	Years	25^[3]
Total Capital Expenditures (“CAPEX”)	Million US$	365^[4,5]
Average Annual Operating Cost	US$/t	6,810
Average Annual All-In Operating Cost	US$/t	7,390^[6,7]
Selling Price	US$/t	30,000^[8]
Discount Rate	%	8
Net Present Value (NPV) Pre-Tax	Million US$	772
Net Present Value (NPV) Post-Tax	Million US$	550^[9]
Internal Rate of Return (IRR) Pre-Tax	%	29.5
Internal Rate of Return (IRR) Post-Tax	%	24.0

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three and Nine Months Ended March 31, 2024

Notes:

All model outputs are expressed on a 100% project ownership basis with no adjustments for project financing assumptions.

Tonnes (1,000 kg) per annum.

Initial annual production figure represents Year 2 production, following a ramp-up period in Year 1.

Plant design and financial modelling based on 25-year economic life. Proven and probable reserves support a 40-year
operating life.

Capital expenditures include 15% contingency.

No inflation or escalation has been carried for the economic modelling.

Includes operating expenditures, assumed brine supply fees, and sustaining capital.

Brine lease-fees-in-lieu-of-royalties (to be approved by the Arkansas Oil and Gas Commission) have not been defined and are not currently included in the economic modelling.

Selling price of BQ lithium carbonate based on a flatline price of $30,000/t over total project lifetime.

Assumes a US Federal tax rate of 21% and State of Arkansas Tax rate of 5.1%, as well as variable property taxes.

10.

Any discrepancies in the totals are due to rounding effects.

Expenditures and Operating Costs

Expenditures for the Demonstration Plant consist of operating costs for the Demonstration Plant which for the three months ended March 31, 2024 were $1,975 (March 31, 2023 - $4,428) and the nine months ended March 31, 2024, were $7,177 (March 31, 2023 - $10,403). The major changes in the Company’s operating costs for the Demonstration Plant for the three months and the nine months ended March 31, 2024, was predominantly due to a decrease in supplies, personnel and reagents. The supplies costs decreased due to no significant operational changes in Q3-2024 compared to Q3-2023. The reagent costs were lower as the Company stopped running LiSTR and moved to Lithium Selective Sorption (“LSS”). The personnel costs decreased during Q3-2024 as all the plant employees transitioned to employees of the Company. See Overall Performance section for more details.

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 1st Option Agreement”) to acquire certain rights to conduct brine exploration and production and lithium extraction activities on approximately 27,262 net mineral acres of brine leases and deeds located in Columbia and Lafayette Counties, Arkansas.

Thereunder, the Company paid TETRA US$500 by January 28, 2018, US$600 by December 29, 2018, US$700 by January 31, 2020, and US$750 by December 29, 2020. Under the TETRA 1st Option Agreement, the Company is also required to pay additional annual payments of US$1,000 by each annual anniversary date beginning on the date that is 48 months following the date of the TETRA 1st Option Agreement, until the earlier of the expiration of 10 years from the date of the agreement or the execution of a limited mineral assignment, or, if the Company exercises the option, the Company beginning payment of a 2.5% percent royalty derived from the sale of lithium produced. During the lease period, as specified in the TETRA 1st Option Agreement, at any time following the

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three and Nine Months Ended March 31, 2024

commencement of commercial production of the lithium, the Company agreed to pay a royalty of 2.5% (minimum royalty US$1,000) to TETRA. On October 31, 2023, the Company exercised the TETRA 1st Option Agreement.

The South West Arkansas Project brine lease area has been historically drilled for oil and gas exploration, and approximately 424 exploration and production wells have been completed in the Smackover Formation in or immediately adjacent to Company’s lease area. A portion of these wells had available petro-physical logs of the Smackover Formation brine-bearing zone.

On August 8, 2023, the Company announced the results of a PFS on the South West Arkansas Project, and the highlights are provided below.

SOUTH WEST ARKANSAS PROJECT

●

40 kilometres west of the Lanxess Project.

●

27,262-net mineral acres greenfield project.

●

Indicated Resource of 1.43 Mt in the Upper Smackover FM and an Inferred Resource of 0.39 Mt in the Middle Smackover FM.

●

Average lithium grade of 437 milligrams per litre (mg/L).

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three and Nine Months Ended March 31, 2024

●

Filed PEA in November 2021 and commenced the PFS in May 2022.

●

Filed PFS in September 2023.

●

US$4.47 billion pre-tax NPV.

●

Targeted 30,000 tonne per annum lithium hydroxide monohydrate.

●

Operating costs of US$5,229 per tonne of lithium hydroxide.

●

Capital expenditures of US$1.27 billion including 20% contingency on direct capital costs.

Please refer to the technical report titled “NI 43-101 Technical Report, South West Arkansas Project” dated effective August 8, 2023 (the “South West Arkansas PFS”), as filed on the Company’s SEDAR+ profile at www.sedarplus.ca and on EDGAR at www.sec.gov for further information with respect to the South West Arkansas Project.

South West Arkansas Project Background & Outlook

The South West Arkansas Project is approximately 40 km from the Lanxess Project and shares the same long history of oil and gas drilling and nearby brine extraction. There are 424 exploration and production wells greater than 2,234 m depth (7,000 ft) in or immediately adjacent to the South West Arkansas Project. A portion of these wells have available petro-physical logs of the Smackover Formation brine-bearing zone. Around 38 additional wells have core reports with porosity and permeability data.

In August 2018, the Company announced the analysis of four brine samples recovered from two existing wells in the South West Arkansas Project area. These samples reported lithium concentrations ranging between 347 to 461 mg/L, with an average of 450 mg/L in one of the wells, and 350 mg/L in the other – all higher grades than that of the Lanxess Project.

On May 2, 2022, the Company announced the commencement of a PFS at the South West Arkansas Project, and on August 8, 2023, the Company announced positive results of the South West Arkansas PFS, including an upgraded mineral resource for a portion of the project. The Company intends on expending funds during the upcoming year to advance the South West Arkansas Project, including advancing a DFS.

The Company has filed three NI 43-101 technical reports for the South West Arkansas Project:

●

In March 2019, the first mineral resource estimate was filed and comprised an inferred mineral resource estimate for lithium contained in brine.

●

In November 2021, the Company filed a PEA, which comprised an updated inferred mineral resource estimate for a unitized property, as well as a PEA for the proposed commercial plant at the property.

●

In September 2023, the Company filed the South West Arkansas PFS which comprised an upgraded indicated mineral resource estimate for a portion of the property.

South West Arkansas Project Economics – South West Arkansas PFS

The discounted cash flow economic analysis, at a discount rate of 8%, indicates that the South West Arkansas Project is economically viable. The key economic indicators – an NPV of US$4,473MM (pre-tax) and an IRR of 41.3% (pre-tax), are very positive.

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three and Nine Months Ended March 31, 2024

The South West Arkansas Project economics assumed a selling price of battery quality lithium hydroxide based on an initial price of US$30,000/tonne in 2023, adjusted for inflation at 2% per annum. The results for IRR and NPV from the assumed CAPEX, OPEX and price scenario at full production, are presented in the table below.

Economic Evaluation Summary


Description	Units	Values
Average Annual Production (as LiOH●H₂O)	tpa^[1]	30,000^[2]
Plant Operation	years	20
Total Capital Cost (CAPEX)	Million US$	1,274^[3]
All-in OPEX per tonne	US$/t	5,229
Selling Price	US$/t	30,000^[5]
Average Annual Revenue	Million US$	900^[6]
Discount Rate	%	8.0
Net Present Value (NPV) Pre-Tax	Million US$	4,473
Net Present Value (NPV) Post-Tax	Million US$	3,090
Internal Rate of Return (IRR) Pre-Tax	%	41.3
Internal Rate of Return (IRR) Post-Tax	%	32.8

Notes:

All model outputs are expressed on a 100% project ownership basis with no adjustments for project financing assumptions.

Metric tonnes (1,000 kg) per annum.

Total production for years 1 to 20 is 30,000 tpa lithium hydroxide.

AACE Class 4 estimate includes 20% contingency on direct capital costs.

Includes all operating expenditures, ongoing land costs, established Royalties, sustaining capital and allowance for mine closure.

Selling price of battery quality hydroxide based on a selling price of $30,000/t in 2023, adjusted for inflation of 2% per annum.

Average annual revenue over projected 20 year mine-life

Please refer to South West Arkansas PFS titled “NI-43-101 Technical Report South Arkansas Project Pre-Feasibility Study” dated September 18, 2023, as filed on the Company’s SEDAR+ profile at www.sedarplus.ca and on EDGAR at www.sec.gov for further information with respect to the South West Arkansas Project.

Next Steps

On January 24, 2024 the Company announced the selection of Ausenco Engineering Canada to complete the Definitive Feasibility Study and Front-End Engineering Design Services (“FEED”) for the South West Arkansas project. Target completion of the DFS is year-end 2024.

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three and Nine Months Ended March 31, 2024

South West Arkansas Project Related Risks and Uncertainties

As with any development project there exists risks and uncertainties. The Company will attempt to reduce risk/uncertainty through effective project management, engaging technical experts and developing contingency plans. See the Company’s AIF with respect to highlights of risks and uncertainties which have been identified at this stage of project development.

Expenditures

Expenditures for the South West Arkansas Project consist of exploration and evaluation costs which for the three months ended March 31, 2024 were $2,685 (March 31, 2023 - $1,606) and the nine months ended March 31, 2024, were $8,337 (March 31, 2023 - $5,139). The increase in the exploration and development costs for the South West Arkansas Project for the three months and the nine months ended March 31, 2023 was primarily due to exploration activity initiated by the Company and a drilling program to support its PFS and initiation of DFS and FEED during these periods.

OTHER PROJECTS

The Company has also identified a number of highly prospective lithium brine project areas in the Smackover Formation in East Texas and began an extensive mineral leasing program to lease brine rights in the key project areas. The Company has completed an initial drilling and sampling program across these new project areas for the purposes of assessing viability for project expansion and future development, with positive results. See press release dated October 25, 2023 for more information. In addition, the Company has an interest in certain mineral leases located in the Mojave Desert in San Bernardino County, California.

ENVIRONMENTAL

Standard Lithium is firmly committed to the responsible production of sustainable lithium chemicals, essential for the progression toward a lower carbon economy. Our project selection process underscores this dedication, opting, where feasible, to use existing infrastructure, roads, rail, water, and power within well-established industrial areas with a history of timber harvesting, oil, gas, and brine industries. Implementing DLE technology is aimed at ensuring an environmentally responsible approach, offering a reduced footprint and environmental impact when compared to traditional evaporation pond methods and hard-rock lithium mining operations.

Beyond our main operations, our environmental ethos is also evident. In September 2021, our collaboration with Aqualung Carbon Capture AS (“Aqualung”) marked a significant step in advancing carbon capture technology. This partnership solidified in May 2022 when we made an investment in Aqualung. This was followed by a master service agreement (the “MSA”) with Telescope Innovations Corp. (“Telescope”), signaling our intent to further investigate the possible applications of captured CO2 in various chemical processes, emphasizing our forward-thinking approach to environmental sustainability.

SOCIAL RESPONSIBILITY AND COMMUNITY RELATIONS

The Company continuously seeks to forge robust relationships with all stakeholders, recognizing the crucial role of community involvement and mutual benefit. As we advance both the Lanxess Project and the South West Arkansas Project, community engagement remains paramount. Over the past year, we have proudly sponsored an array of community events, such as the El Dorado MusicFest, Holiday Lighting Ceremony, Independence Day Celebration, and the Mayhaw Festival. Moreover, in May 2022, in collaboration with Entergy, Adopt-a-Charger, and South Arkansas Community College, we facilitated the installation of six Level 2 – 240-volt EVCS charging stations in downtown El Dorado, Arkansas, free for public use.

South Arkansas is home to invaluable industry expertise, especially in the domain of brine extraction. Recognizing this, we’ve collaborated with institutions like the South Arkansas Community College in El Dorado to augment training programs. Such partnerships enrich the local workforce, readying them for industry-specific roles. The majority of our diverse team, spanning from engineers to administrative staff, are local residents, underscoring our commitment to community engagement and development.

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three and Nine Months Ended March 31, 2024

SCIENTIFIC AND TECHNICAL INFORMATION

The scientific and technical information contained in this MD&A has been reviewed and approved by Steve Ross, P. Geol., VP Resource Development of the Company, who is a “qualified person” as defined in NI 43-101.

OVERALL PERFORMANCE

Revenue

As at March 31, 2024, the Company has not generated revenue.

Operating loss

The Company incurred an operating loss of $10,358 for the three months ended March 31, 2024 and $30,289 for the nine months ended March 31, 2024, as compared to $7,101 for the three months ended and $15,539 for the nine months ended March 31, 2023. The increase in operating loss relates to costs in share-based payments, salaries and benefits, management fees, consulting fees, and office and administration fees.

General and administrative

General and administrative costs (“G&A”) are associated with the Company’s Vancouver, BC corporate head office, the El Dorado office in Arkansas and related professional and corporate costs.

The G&A costs were $1,164 for the three months ended March 31, 2024, and $3,322 for the nine months ended March 31, 2024, as compared to $820 for the three months ended March 31, 2023 and $2,459 for the nine months ended March 31, 2023. The year-to-date increase is mainly due to higher insurance costs, information technology costs, the Vancouver head office lease, and costs associated with the growth of the El Dorado office in Arkansas as we continue to further expand our back office operations to support potential near term commercial production.

Demonstration Plant operations (formerly Pilot Plant operations)

Demonstration Plant operating costs relate to personnel, supplies, reagents, site office, utilities, repairs and maintenance, vehicle, waste and disposal recycling fees, and ongoing testing of the production end product. The overall costs decreased for the three months ended March 31, 2024, by $2,453 from $4,428 three months March 31, 2023, and the nine months ended March 31, 2024, by $3,226 or 31.0% to $7,177 from $10,403 for the nine months ended March 31, 2023. The main reasons are as follows: 1) there was no updates to the operation in Q3-2024 compared to Q3-2023 when the Company was testing the LSS columns and reconfiguring the plant; 2) The reagent costs were lower as the Company stopped running LiSTR and moved to LSS; and 3) the personnel costs decreased over nine months as all the plant employees were hired directly by the Company which reduced the billable rates paid to the intermediary companies.

Foreign exchange gain

The Company recorded a foreign exchange gain of $167 for the three months ended March 31, 2024, as compared to a foreign exchange loss of $38 for three months ended March 31, 2023, and a foreign exchange gain of $727 for the nine months ended March 31, 2024, as compared to a foreign exchange gain of $5,192 for the nine months ended March 31, 2023. The United States Dollar (“USD”) spot rate strengthened by 3.54% quarter over quarter. A stronger USD created a foreign exchange gain on the Company’s income statement due to held cash on hand in USD. The decrease in the amount of the gain is due to less USD held at March 31, 2024.

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three and Nine Months Ended March 31, 2024

Other income

The Company earned $205 of interest and other income, net of fees on the investment of cash on hand during the three months ended March 31, 2024 (March 31, 2023: $1,027) and earned $1,098 during the nine months ended March 31, 2024 (March 31, 2023: $2,539).

SHARE ISSUANCES

During the nine months ended March 31, 2024, the Company issued a total of 100,000 Shares for the exercise of stock options. The Company received proceeds of $140 and reclassified $126 from reserves to share capital upon exercise.

On July 27, 2023, the Company filed a final base shelf prospectus relating to the offering for sale from time to time up to US$250,000 of Shares, preferred shares, debt securities, subscription receipts, warrants or units. This new filing replaced the base shelf prospectus previously filed by the Company on September 10, 2021.

On November 17, 2023, the Company announced the establishment of an at-the-market equity program allowing the Company to issue and sell, from time to time through agents, up to US$50,000 of Shares from the treasury to the public. During the three months ended March 31, 2024, the Company issued a total of 1,284,300 Shares on the TSX Venture Exchange at an average price of C$1.83 per share and 6,609,900 Shares on the NYSE American LLC at an average price of US$1.43 under the at-the-market program, providing gross proceeds of C$2,352, and US$9,458, respectively. Commissions of approximately C$59 and US$237 were paid to the agents in relation to these distributions, and the Company received net proceeds of C$2,293 and US$9,221, respectively.

Subsequent to March 31, 2024, the Company issued 1,292,500 Shares for proceeds of $2,046 net of transaction costs of $103 under the Company’s ATM offering.

STOCK OPTION GRANTS

On September 25, 2023, the Company granted 1,750,000 stock options to advisor, management and consultant of the Company pursuant to the Company’s stock option plan, with an exercise price of $4.00 for a period of 5 years. The stock options vest as follows:

●

1,000,000 stock options granted to an advisor of the Company vesting one third on March 31, 2024, one third on March 31, 2025 and one third on March 31, 2026;

●

350,000 stock options granted to an employee of the Company vesting 100,000 options on March 28, 2024, 83,333 options on September 28, 2024, 83,333 options on September 28, 2025, and 83,334 options on September 28, 2026;

●

350,000 stock options granted to an employee of the Company vesting 100,000 options on April 8, 2024, 83,333 options on October 8, 2024, 83,333 options on October 8, 2025, and 83,334 options on October 8, 2026; and

●

50,000 stock options granted to a consultant of the Company all vesting on September 25, 2024.

●

100,000 stock options granted to an employee of the Company vesting 25,000 options on October 17, 2024, 25,000 options on April 17, 2025, 25,000 options on April 17, 2026 and 25,000 options on April 17, 2027.

RESULTS OF OPERATIONS

Three months ended March 31, 2024 compared to the three months ended March 31, 2023:

The Company incurred a net loss of $10,358 for the quarter ended March 31, 2024 (“Q3-2024”) compared to a net loss of $7,101 for the quarter ended March 31, 2023 (“Q3-2023”). The primary reason for the increase in loss was related to increase in share-based payments, professional fees, office and administration fees, salaries and benefits, travel and patent fees as compared to the same

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three and Nine Months Ended March 31, 2024

period last year. Consulting fees increased to $879 during Q3-2024 as compared to $931 in Q3-2023 as the Company engaged with strategic advisors and lobbyists during Q3-2024. Management fees incurred during Q3-2024 of $661 were higher than fees incurred during Q3-2023 due to the revision of director’s renumeration plan and the new CFO. Office and administration costs of $1,164 were higher than the costs of $820 incurred during the comparative quarter due to higher costs of insurance renewal, information technology and the growth of the EL Dorado office in Arkansas. Costs related to investor relations for Q3-2024 amounted to $48, a decrease from the $132 recorded during Q3-2023. The primary reason was the Company hired VP Corporate Communication personnel instead of outsourcing to IR consulting firms. Travel costs of $238 incurred during Q3-2024 was higher than costs of $174 incurred during Q3-2023 due to more frequent travel of management and consultants to the Company’s project sites in Arkansas and Texas. The share-based payment during the period was $3,614 as compared to $44 recognized in Q3-2023. The increase was related to the issuance of stock options to an advisor, employees, and a consultant of the Company, and also the issuance of deferred share units to the directors and management of the Company. They will be fully vested by December 2026. The Company incurred $274 of costs related to patent applications as compared to $189 of costs incurred during Q3-2023. The increase in fees related to the advancement of the worldwide IP applications. Demonstration Plant operating costs incurred during Q3-2024 of $1,975 was lower than the costs incurred of $4,428 during Q3-2023. The decrease mainly relates to decrease in supplies, personnel, and reagents costs (see page 18-19, Overall Performance section for more details). The salaries and benefits of $516 was recognised during Q3-2024 compared to $152 recognised during Q3-2023. The increase was related to hiring additional resources to support the growth of the Company.

Nine months ended March 31, 2024 compared to the nine months ended March 31, 2023:

The Company incurred a net loss of $30,289, for the nine months ended March 31, 2024 (“YTD-2024”) compared to a net loss of $15,539 for the nine months ended March 31, 2023 (“YTD-2023”). The primary reason for the increase in loss was related to increase in share-based payments, management fees, salaries and benefits, consulting fees, and office and administration fees as compared to the same period last year. Management fees incurred during YTD-2024 of $1,987 were higher than fees incurred during YTD-2023 mainly due to the revision of director’s renumeration plan and the new CFO. Consulting fees increased to $2,935 during YTD-2024 as compared to $2,501 in YTD-2023 as a result of additional engagement of consultants to support and advance the Company in the next stage of development, the addition of strategic advisors and the engagement of lobbyists to pursue opportunities for federal grants and critical mineral policy programs. Filing and transfer agent fees of $308 were lower than fees of $366 during YTD-2023 due to AGM and proxy costs yet to be incurred during YTD-2024. Office and administration costs of $3,322 were higher than the costs of $2,459 incurred during the comparative period due to higher costs of insurance renewals, information technology and the growth of the EL Dorado office in Arkansas. Costs related to investor relations for YTD-2024 amounted to $220, a decrease from the $286 recorded during YTD-2023. The decrease was related to the Company hiring internal investor relations personnel. Travel costs of $655 incurred during YTD-2024 was higher than costs of $334 incurred during YTD-2023 due to more frequent travel of management and consultants to the Company’s project sites in Arkansas and Texas. The share-based payment during the period was $9,971 as compared to $1,135 recognized in YTD-2023. The increase was related to the issuance of stock options to an advisor, employees, and a consultant of the Company, and also the issuance of deferred share units to the directors and management of the Company. They will be fully vested by December 2026. The Company incurred $699 of costs related to patent applications as compared to $657 of costs incurred during YTD-2023. The increase in fees related to the advancement of the worldwide IP applications. Demonstration Plant operating costs incurred during YTD-2024 of $7,177 was lower than the costs incurred of $10,403 during YTD-2023 mainly due to decrease in supplies, personnel, reagents and utilities costs (see pager 17, Overall Performance section for more details). The project investigation costs were $nil in YTD-2024 compared to $1,300 of costs incurred during YTD-2023. The primary reason for the decrease in costs relates to the Company commencing the capitalisation of the Texas projects to Exploration and Evaluation Assets. The salaries and benefits of $1,670 was recognised during YTD-2024 compared to $152 recognised during YTD-2023. The increase was related to hiring additional resources to support the growth of the Company. Prior to January 2023, all positions were engaged as consultants.

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three and Nine Months Ended March 31, 2024

SUMMARY OF QUARTERLY RESULTS

The following table presents selected unaudited consolidated financial information for the last eight quarters, derived from financial statements prepared in accordance with IFRS Accounting Standards (as issued by the International Accounting Standards Board) applicable to preparation of interim financial statements under IAS 34, Interim Financial Reporting, stated in Canadian dollars:


					Earnings/(Loss)
Quarter Ended	Total Revenues		Net Income/(Loss)		Per Share
June 30, 2022	$	Nil	$	(6,432)	$	(0.04)
September 30, 2022	$	Nil	$	(1,558)	$	(0.01)
December 31, 2022	$	Nil	$	(6,880)	$	(0.04)
March 31, 2023	$	Nil	$	(7,101)	$	(0.04)
June 30, 2023	$	Nil	$	(26,450)	$	(0.15)
September 30, 2023	$	Nil	$	(9,734)	$	(0.06)
December 31, 2023	$	Nil	$	(10,197)	$	(0.06)
March 31, 2024	$	Nil	$	(10,358)	$	(0.06)

LIQUIDITY AND CAPITAL RESOURCES

The Company does not have a mineral property in production and consequently does not receive revenue from the sale of lithium-based products. The Company currently has no operations that generate cash flow. The Company has financed its operations primarily through the issuance of shares. The continued operations of the Company are dependent on its ability to complete sufficient equity, debt or other financings or generate cash flow from operations in the future.

As of March 31, 2024, the Company had working capital (current assets less current liabilities) of $7,670 compared to a working capital of $48,800 as of June 30, 2023. Cash and cash equivalents at March 31, 2024 totaled $15,716 compared to $59,612 at June 30, 2023. During the nine months ended March 31, 2024, the Company had a net cash outflow of $43,896. Working capital decreased in the current period compared to the year ended June 30, 2023 mostly due to expenditures on the development of the Company’s projects.

During the nine months ended March 31, 2024, the Company issued 100,000 Shares for the exercise of stock options. The Company received proceeds of $140 and reclassified $126 from reserves to Share capital upon exercise.

During the nine months ended March 31, 2024, the Company issued a total of 1,384,400 Shares on the TSX Venture Exchange at an average price of C$1.92per share and 7,936,159 Shares on the NYSE American LLC at an average price of US$1.55 under the ATM program, providing gross proceeds of C$2,658 and US$12,337, respectively.

Contractual Obligations


Contractual Obligations	Payments due by Periods
	Total		Less than 1 year		1 – 3 years		4 – 5 years		After 5 years
Obligations Under Office and Storage Leases	$	1,150	$	519	$	631	$	Nil	$	Nil
Other Obligations	$	21,612	$	1,747	$	10,320	$	3,494	$	6,051
Total Contractual Obligations	$	22,762	$	2,266	$	10,951	$	3,494	$	6,051

Management has determined that the cash resources will be sufficient to continue operations through Q3-2025 and additional funding will be required to sustain the Company’s ongoing operations. As a result, the Company will continue to attempt to raise funds through equity or debt financing to meet its on-going obligations. There can be no certainty that such additional funds may be raised on a timely basis or on terms acceptable to the Company when required.

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three and Nine Months Ended March 31, 2024

Except as disclosed, the Company does not know of any trends, demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, its liquidity and capital resources either materially increasing or decreasing at present or in the foreseeable future. The Company does not engage in currency hedging to offset any risk of currency fluctuations.

South West Arkansas Land Purchase

In August 2023, the Company’s subsidiary purchased 118 acres of land in Arkansas for the South West Arkansas Project, at a cost of US$692. The land is located in Lafayette County, adjacent to State Highway 29, and has previously been used for timber harvesting operations. The use of the land as a potential location for a brine processing facility will be considered in the next phases of definition (DFS) for the South West Arkansas Project.

LITIGATION MATTERS

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 March 31, 2024, the Company has not recorded a provision associated with this matter, as the outcome is undeterminable at this time.

TRANSACTIONS WITH RELATED PARTIES

Key management personnel are persons responsible for planning, directing and controlling the activities of the entity, which are directors and officers of the Company.

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three and Nine Months Ended March 31, 2024

Compensation to key management is comprised of the following:


	Three months ended		Nine months ended
	March 31		March 31
	2024	2023	2024	2023
	$	$	$	$
Non-Executive Chair of the Board, Robert Cross (Paloduro Investments Inc.)	34	34	101	101
President and Chief Operating Officer, Dr. Andy Robinson (Green Core Consulting Ltd.)	137	136	413	402
Chief Executive Officer, Robert Mintak (Rodhan Consulting & Management Services)	138	136	414	402
Director, Anthony Alvaro (Varo Corp Capital Partners Inc.)	63	63	188	188
Director, Jeffrey Barber (JSB Investments Inc.)	25	34	83	101
Director, Volker Berl (New Age Ventures LLC)	49	18	116	84
Director, Claudia D'Orazio⁽¹⁾	34	25	94	25
Director, Anca Rusu⁽¹⁾	34	25	101	25
Chief Financial Officer, Kara Norman (former)⁽²⁾	—	84	93	251
Chief Financial Officer, Salah Gamoudi⁽³⁾	147	Nil	384	Nil
Share-based payments	2,366	—	7,295	—
	3,027	555	9,282	1,579

Notes:

[1] The individual became a director of the Company in 2023.

[2] Kara Norman resigned as Chief Financial Officer on September 30, 2023 and was appointed Chief Accounting Officer on October 1, 2023

[3] Salah Gamoudi was appointed Chief Financial Officer on October 1, 2023

As at March 31, 2024, there is $45 (June 30, 2023: $1,373) in accounts payable and accrued liabilities owing to officers of the Company. Amounts due to/from the related parties are non-interest bearing, unsecured and have no fixed terms of repayment.

On June 17, 2022, the Company entered into MSA with Telescope, a related party of the Company. Robert Mintak, CEO of the Company and Dr. Andy Robinson, President and COO of the Company are independent directors of Telescope. Under the MSA, Telescope will provide various research and development (“R&D”) services for the purpose of developing new technologies. The Company will fund an initial project for one year under the MSA, which will 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 CO₂within 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 $880 (March 31, 2023: $592) of costs related to this agreement during the period ended March 31, 2024.

On November 7, 2023, the Company adopted an Executive Officer Incentive Compensation Clawback Policy to comply with new rules of the NYSE American, LLC set forth in Listed Company Manual Section 811 – Erroneously Awarded Compensation and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as codified by Section 10D and Rule 10D-1 of the Exchange Act of 1934.

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three and Nine Months Ended March 31, 2024

OUTSTANDING SHARE DATA

The authorized capital of Standard Lithium consists of an unlimited number of Shares and preferred shares without par value.

As of the date of this MD&A, there were 183,465,256 Shares issued and outstanding, 9,920,000 stock options, 1,991,004 deferred share units and 3,125,625 warrants outstanding exercisable to acquire one Share at $1.20 expiring June 10, 2024.

Details of options outstanding and exercisable at the date of this report are as follows:


	Options Outstanding				Options Exercisable
			Weighted	Weighted		Weighted
			Average	Average		Average
Exercise	Number		Remaining	Exercise		Exercise
Price	of		Contractual Life	Price	Number	Price
$	Shares		(years)	$	Exercisable	$
1.40	1,350,000	⁽¹⁾	0.00	1.40	1,350,000	1.40
3.43	400,000		0.07	3.43	400,000	3.43
7.55	500,000		0.77	7.55	500,000	7.55
3.39	1,200,000		1.70	3.39	1,200,000	3.39
6.08	200,000		2.20	6.08	200,000	6.08
6.31	200,000		2.83	6.31	200,000	6.31
8.25	170,000		2.86	8.25	170,000	8.25
9.40	100,000		2.93	9.40	100,000	9.40
5.08	3,750,000		3.93	5.08	3,750,000	5.08
5.23	200,000		4.04	5.23	200,000	5.23
4.00	1,750,000		4.38	4.00	533,333	4.00
1.47	100,000		4.95	1.47	—	1.47
	9,920,000		2.81	4.35	8,603,333	4.43

[1] Options expired on September 4, 2023, however, due to black-out of insider share transactions, these options will remain eligible for exercise for a period of 10 business days subsequent to the lifting of the black-out.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, and contingent liabilities as at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Estimates and judgements are continuously evaluated and are based on management’s 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.

Significant accounting judgments that management has made in the process of applying accounting policies and that have the most significant effect on the amounts recognised in the consolidated financial statements are as follows:

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three and Nine Months Ended March 31, 2024

Impairment indicators

The Company evaluates each long-term asset at each reporting period to determine if there are any indications of impairment in accordance with IFRS 6 – Exploration for and evaluation of mineral properties. If any such indications exist, an estimate of the recoverable amount is performed, and an impairment loss is recognised to the extent that the carrying amount exceeds the recoverable amount. Management’s judgment in evaluating potential impairment indicators includes whether:

●

the right to explore 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 (“E&E”) mineral resources in the specific area is neither budgeted nor planned,

●

there has been no discovery of commercially viable quantities of mineral resources and the Company has decided to discontinue such activities in the specific area; and

●

sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the asset is unlikely to be fully recovered.

As at March 31, 2024 the Company has assessed its E&E assets and there were no indications of impairment.

The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the amounts recognised in the financial statements are as follows:

Valuation of investment in Aqualung Carbon Capture SA

The Company holds an investment in Aqualung Carbon Capture SA, a private company, which is measured at fair value through profit and loss.

Company‐specific information is considered when determining whether the fair value of the investment should be adjusted upward or downward at the end of each reporting period. 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 determinations of fair value of the Company’s investment at other than initial cost are subject to certain limitations. Financial information for the privately‐held investment may not be available and, even if available, that information may be limited and/or unreliable. Use of the valuation approach described above may involve uncertainties and determinations based on the Company’s judgment and any value estimated from these techniques may not be recognised or realisable.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The fair value hierarchy has three levels

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three and Nine Months Ended March 31, 2024

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

There were no transfers between Levels 1, 2 or 3 for the nine months ended March 31, 2024 and the year ended June 30, 2023.

The following table sets forth the Company’s financial assets measured at fair value by level within the fair value hierarchy:


March 31, 2024	Level 1		Level 2		Level 3		Total
Investment in Aqualung Carbon Capture SA	$	—	$	—	$	3,386	$	3,386

June 30, 2023	Level 1		Level 2		Level 3		Total
Investment in Aqualung Carbon Capture SA	$	—	$	—	$	3,314	$	3,314

The Company’s board of directors 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.

In the normal course of operations, the Company is exposed to various risks such as commodity, 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:

•

maintaining sound financial condition;

•

financing operations; and

•

ensuring liquidity to all operations.

In order to satisfy these objectives, the Company has adopted the following policies:

•

recognize and observe the extent of operating risk within the business; and

•

identify the magnitude of the impact of market risk factors on the overall risk of the business and take advantage of natural risk reductions that arise from these relationships.

(i)	Interest rate risk

The Company does not have any financial instruments which are subject to interest rate risk.

(ii)	Credit risk

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 our cash. The Company maintains substantially all its cash with two major financial institutions. The majority of cash held with these institutions exceed the amount of insurance provided on such deposits.

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three and Nine Months Ended March 31, 2024

(iii)

Liquidity risk

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 to ensure its expenditures will not exceed available resources. As at March 31, 2024, the Company has working capital of $7,670 (June 30, 2023: working capital balance of $48,800). The Company is actively engaged in raising additional capital to fund its capital projects and meet financial obligations.

(iv)	Foreign Exchange Risk


	March 31, 2024	June 30, 2023
	$	$
Cash	8,973	42,745
Accounts payable	(2,775)	(5,926)

At March 31, 2024, US Dollar amounts were converted at a rate of USD 1.00 to CAD 1.354. A 10% increase or decrease in the US Dollar relative to the Canadian Dollar would result in a change of approximately $620 (June 30, 2023: $3,682) in the Company’s comprehensive loss for the year.

DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls and procedures are designed to provide reasonable assurance that material information is gathered and reported to management, as appropriate to allow for timely decisions about public disclosure.

As described below, in our assessment of the effectiveness of our Company’s internal control over financial reporting as at June 30, 2023, material weaknesses were identified. As a result of these material weaknesses, management has concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the applicable Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company’s management, as appropriate to allow timely decisions regarding required disclosure.

Notwithstanding the identified material weaknesses, management believes the financial statements fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with IFRS Accounting Standards.

MANAGEMENT’S REPORT ON INTERNAL CONTROLS OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal controls over financial reporting as such term is defined in the rules of the National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings in Canada and Rules 13a-15(f) and 15d-15(f) of the Exchange Act in the United States. The Company’s internal controls over financial reporting is designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting for external purposes in accordance with IFRS Accounting Standards.

An evaluation of the Company’s internal controls over financial reporting at June 30, 2023 was conducted based on the Committee of Sponsoring Organizations of the Treadway Commission’s Internal Control—Integrated Framework (2013). This evaluation identified

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three and Nine Months Ended March 31, 2024

material weaknesses in both the design and operational effectiveness of internal controls over financial reporting. A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.

Specifically, the Company identified a material weakness due to a need for additional personnel with accounting expertise to improve the timeliness and accuracy of financial disclosures, as well as to maintain appropriate segregation of duties and system user access controls. These areas for improvement also pointed to a material weakness in the Company’s formal accounting policies, procedures, and controls related to financial accounting, reporting, and disclosures to achieve complete and accurate financial reporting.

Until they are remediated, the material weaknesses could result in a material misstatement to the annual or interim financial statements that would not be prevented or detected. To address these material weaknesses in future periods, management has developed a remediation plan aimed at enhancing internal controls over financial reporting. This plan includes: (i) the recruitment of additional accounting and finance personnel to improve the overall effectiveness of the financial reporting process; (ii) the revision and implementation of controls concerning journal entry review, user access rights, and segregation of duties; and (iii) the formalization and documentation of accounting policies and internal controls. These improvements are targeted for completion in the upcoming fiscal year and will require additional financial resources.

The Company has begun taking steps to remedy the identified material weaknesses. On October 1, 2023, the Company took a significant step forward in its commitment to enhance internal controls by appointing Salah Gamoudi as Chief Financial Officer. Mr. Gamoudi’s extensive expertise in financial management is a key part of the strategy to address the previously noted deficiencies. Concurrently, Kara Norman has transitioned from the role of CFO to become the Chief Accounting Officer of the Company, a move that is expected to strengthen the financial reporting process further by dedicating her skill set to the core aspects of financial accounting and control.

There have been no other changes in our internal control over financial reporting that occurred during our fiscal quarter ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

LIMITATION OF CONTROLS AND PROCEDURES

Management believes that any disclosure controls and procedures or internal control over financial reporting, no matter how well designed and operated, have their inherent limitations. Due to those limitations (resulting from unrealistic or unsuitable objectives, human judgment in decision making, human errors, management overriding internal control, circumventing controls by the individual acts of some persons, by collusion of two or more people, external events beyond the entity’s control), internal control can only provide reasonable assurance that the objectives of the control system are met.

The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

RISK FACTORS

There are a number of risks that may have a material and adverse impact on the future operating and financial performance of the Company and could cause the Company’s operating and financial performance to differ materially from the estimates described in forward-looking statements relating to the Company. These include widespread risks associated with any form of business and specific risks associated with the Company’s business and its involvement in the lithium exploration and development industry. Readers are advised to review and consider risk factors disclosed in the AIF for the fiscal year ended June 30, 2023 available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov, as well as the following additional risk factors:

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three and Nine Months Ended March 31, 2024

Reliance on Third Parties

The Company relies on third parties to fulfil their obligations under agreements entered into between the Company and the third parties. The Company currently has entered into or will enter into multiple agreements, including the option agreement with TETRA for the South West Arkansas Project brine production, the joint development agreement with Koch Technology Solutions, and the brine supply and disposal agreement, the service agreement, the offtake participation agreement and the lease agreement with LANXESS for the Lanxess Project.

Third parties may, as a result of financial or other reasons, be unable or unwilling to fulfill their obligations under the respective option, earn-in right or other agreement(s). Any one or a combination of these could result in liabilities for the Company and could adversely affect the value of the related project(s) and, by association, damage the Company’s reputation and consequently its ability to acquire or advance other projects and/or attract future partners.

Joint Venture Risks

On May 7, 2024, the Company completed the Equinor Transaction, pursuant to which Equinor acquired a participating interest in the South West Arkansas Project, and the Company’s brine leases located in east Texas (the “East Texas Project”). Pursuant to the Equinor Transaction, the parties intend to collaborate in the development of the South West Arkansas Project, and the East Texas Project. Third-party ownership of interests in the properties and projects of the Company are subject to the risks normally associated with the conduct of joint ownership structures. These include the following: disagreements between the parties as to project development and operating matters; the inability of any or both parties to meet contractual obligations under the relevant agreements, such as funding requirements, or to third parties; and disputes or litigation between the parties regarding budgets, development activities, reporting requirements and other matters. The occurrence of any such matters could have a material adverse impact on the Company and the viability of its interests in the project over which a joint venture is created. This in turn could have a material adverse impact on the Company’s business prospects, results of operations and financial condition.

Royalty Regime Risks

Changes in royalty policies, including the taxation of royalties, in jurisdictions where the Company operates could impact the economics of current and future lithium extraction projects. New or revised royalties or other fiscal regimes could affect project costs and profitability, potentially having a material adverse effect on the Company’s financial performance and project viability. An increase in royalties could also reduce earnings and make future capital investments and operations less economic.

Preliminary Feasibility Study

The South West Arkansas PFS does not have sufficient certainty to constitute a DFS. The Company cannot give assurance that it will ever be in a position to declare a proven or probable mineral reserve at the South West Arkansas Project. Whether the Company completes the anticipated DFS on this project, and thereby delineates proven or probable mineral reserves, depends on a number of factors, including:

●

the particular attributes of the deposit (including its size, grade, geological formation and proximity to infrastructure);

●

lithium prices, which are highly cyclical;

●

government regulations (including regulations relating to taxes, royalties, land tenure, land use and permitting); and

●

environmental protection considerations.

We cannot determine at this time whether any of the mineral resource estimates will ultimately be converted into mineral reserves.

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three and Nine Months Ended March 31, 2024

Mineral Resource Uncertainties

Calculations of mineral resources, mineral reserves and metal recovery are estimates only, and there can be no assurance about the quantity and grade of minerals until reserves or resources are actually mined. Until mineral reserves or mineral resources are actually mined and processed, the quantity of mineral reserves or mineral resources and grades must be considered as estimates only. In addition, the quantity of mineral reserves or mineral resources may vary depending on commodity prices. Any material change in the quantity of mineral resources, grade or stripping ratio or recovery rates may adversely affect the economic viability of the Company’s projects and the Company’s financial condition and prospects.

Mineral resources that are not mineral reserves do not have demonstrated economic viability. Due to the uncertainty which may attach to mineral resources, there can be no assurances that mineral resources will be upgraded to mineral reserves as a result of continued exploration or during the course of operations. There can be no assurances that any of the mineral resources or mineral reserves stated in the published technical reports of the Company will be realized. Until a deposit is actually extracted and processed, the quantity of mineral resources or mineral reserves, grades, recoveries and costs must be considered as estimates only. In addition, the quantity of mineral resources or mineral reserves may vary depending on, among other things, product prices. Any material change in the quantity of mineral resources or mineral reserves, grades, dilution occurring during mining operations, recoveries, costs or other factors may affect the economic viability of stated mineral resources or mineral reserves. In addition, there is no assurance that mineral recoveries in limited, small scale laboratory tests or pilot plants will be duplicated by larger scale tests or during production. Fluctuations in lithium prices, results of future drilling, metallurgical testing, actual mining and operating results, and other events subsequent to the date of stated mineral resources and mineral reserves estimates may require revision of such estimates. Any material reductions in estimates of mineral resources or mineral reserves could have a material adverse effect on the Company.

To date, the Company has established mineral reserves at its Lanxess Project pursuant to the Lanxess DFS and mineral resources at its South West Arkansas Project pursuant to the South West Arkansas PFS. In addition, the Company is engaged in exploration on its other properties in order to determine if any economic deposits exist thereon. The Company may expend substantial funds in exploring some of its properties only to abandon them and lose its entire expenditure on the properties if no commercial or economic quantities of minerals are found. Even if commercial quantities of minerals are discovered, the exploration properties might not be brought into a state of commercial production. Finding mineral deposits is dependent on a number of factors, including the technical skill of exploration personnel involved.

The commercial viability of a mineral deposit once discovered is also dependent on a number of factors, some of which are the particular attributes of the deposit, such as content of the deposit including harmful substances, size, grade and proximity to infrastructure, as well as metal prices and the availability of power and water in sufficient supply to permit development. Most of these factors are beyond the control of the entity conducting such mineral exploration. The Company is an exploration and development stage company with no history of pre-tax profit and no income from its operations. There can be no assurance that the Company’s operations will be profitable in the future. There is no certainty that the expenditures to be made by the Company in the exploration and development of its properties will result in discoveries of mineralized material in commercial quantities. Most exploration projects do not result in the discovery of commercially mineable deposits and no assurance can be given that any particular level of recovery of mineral reserves will in fact be realized or that any identified mineral deposit will ever qualify as a commercially mineable (or viable) mineral deposit which can be legally and economically exploited. There can be no assurance that minerals recovered in small scale tests will be duplicated in large scale tests under on-site conditions or in production. If the Company is unsuccessful in its exploration and development efforts, it may be forced to acquire additional projects or cease operations.

Global Financial Conditions

Global financial conditions have been subject to continued volatility. Government debt, the risk of sovereign defaults, political instability and wider economic concerns in many countries have been causing significant uncertainties in the markets. Disruptions in the credit and capital markets can have a negative impact on the availability and terms of credit and capital. Uncertainties in these markets could have a material adverse effect on the Company’s liquidity, ability to raise capital and cost of capital. High levels of

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three and Nine Months Ended March 31, 2024

volatility and market turmoil could also adversely impact commodity prices, exchange rates and interest rates and have a detrimental effect on the Company’s business.

The recent global economic and geopolitical events, such as the war in Ukraine, ongoing conflict in the Middle East, sanctions imposed on Russia and higher energy costs coupled with supply concerns have been extremely disruptive to the world economy, with increased volatility in commodity markets, international trade and financial markets and oil and gasoline prices, all of which have a trickle-down effect on supply chains, equipment and construction. The extent and duration of the current conflicts in the Ukraine and the Middle East and related international action cannot be accurately predicted at this time and the effects of such conflicts may magnify the impact of the other risks identified, including those relating to commodity price volatility and global financial conditions.

There is a risk of substantial market and financial turmoil arising from further conflict which could have a material adverse effect on the economics of the Company’s projects and the Company’s ability to operate its business and advance project development. There is also a risk of recession, which may cause decreases in asset values and may result in impairment losses which could adversely impact the Company’s operations and the trading price of the Company’s Shares.

Exhibit 99.3

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Robert Mintak, Chief Executive Officer of Standard Lithium Ltd., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Standard Lithium Ltd (the “issuer”) for the interim period ended March 31, 2024.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

4.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control-Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2	ICFR – material weakness relating to design: N/A

5.3	Limitation on scope of design: N/A

6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2023 and ended on March 31, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 9, 2024

“Robert Mintak”
Robert Mintak
Chief Executive Officer

Exhibit 99.4

Form 52-109FV2

Certification of Interim Filings

Full Certificate

I, Salah Gamoudi, Chief Financial Officer of Standard Lithium Ltd., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Standard Lithium Ltd (the “issuer”) for the interim period ended March 31, 2024.

4.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

(b)

5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control-Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2	ICFR – material weakness relating to design: N/A

5.3	Limitation on scope of design: N/A

6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2023 and ended on March 31, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 9, 2024


“Salah Gamoudi”
Salah Gamoudi
Chief Financial Officer

Exhibit 99.5

May 9, 2024

STANDARD LITHIUM REPORTS FISCAL THIRD QUARTER 2024 RESULTS, SCHEDULES INVESTOR UPDATE CALL

STRATEGIC EXECUTION SECURES LEADING GLOBAL ENERGY PARTNER, EQUINOR. INJECTS IMMEDIATE LIQUIDITY THROUGH DIRECT INVESTMENTS IN SOUTH WEST ARKANSAS AND EAST TEXAS PROJECTS

PARTNERSHIP BRINGS WORLD-CLASS PROJECT DEVELOPMENT CAPABILITIES, ACCELERATING SMACKOVER DEVELOPMENT PATH

May 9, 2024 Vancouver, British Columbia. – Standard Lithium Ltd. (“Standard Lithium” or the “Company”) (TSXV:SLI) (NYSE American:SLI) (FRA:S5L), a leading near-commercial lithium development company, today reported its financial and operating results for the fiscal third quarter ended March 31, 2024.

"In Q3, Standard Lithium continued to execute on our strategic plan, responsibly and efficiently advancing our projects,” stated Standard Lithium CEO Robert Mintak. “While the lithium sector has experienced challenges over the past year, we see positive indicators pointing toward stability, and the fundamentals of the lithium market remain strong. This presents a timely moment to showcase our strengths: a strong asset base, favorable jurisdictions, and an industry-leading Direct Lithium Extraction platform. This transformative partnership with Equinor, a global energy company and recognized leader in renewables and low carbon solutions, validates our strategic path to leverage our Smackover resources and become a globally significant contributor within the lithium market. It strengthens our finances, provides essential expertise, manages risk, and accelerates our progress towards this goal, unlocking long-term value for our shareholders."

Salah Gamoudi, CFO of Standard Lithium stated: “Since joining the Company, we’ve prioritized financial efficiency, by securing capital that was minimally dilutive to our shareholders, but allowed us to ensure project continuity throughout our pursuit of securing a strategic partnership. This approach perfectly aligns with the transformative partnership we’ve secured with Equinor. It enables us to advance our projects in the most value-accretive way for our shareholders while minimizing dilution, cost of capital, and meaningfully lowers future capital requirements. To further take advantage of this momentum, we recently established an office in Austin, Texas. This move enables us to attract top energy sector talent, and allows us to best serve our field and plant employees and communities. Building on our existing strong team with this expertise will empower

us to accelerate our execution and advance our projects toward Final Investment Decisions all while collaborating with stakeholders to establish a global model for sustainable development in this uniquely suited region.”

Highlights of the Third Fiscal Quarter Ended March 31, 2024

●

Installed the first commercial-scale direct lithium extraction (“DLE”) column in partnership with Koch Technology Solutions (“KTS”). The Company installed a commercial-scale DLE column at its Demonstration Plant near El Dorado, Arkansas. The column is a Li-Pro^TM Lithium Selective Sorption (“LSS”) unit supplied by KTS. The Company intends to test and derisk the LSS unit for commercial use at its Smackover projects.

●

Advanced the South West Arkansas Project (“SWA”) with engineering firm selection. The Company selected Ausenco Engineering Canada ULC to lead the front-end engineering design (“FEED”) and the Definitive Feasibility Study (“DFS”). The Company is now progressing SWA through FEED and DFS.

The Company continued an at-the-market offering program during the fiscal third quarter, issuing a total of 1,284,300 common shares on the TSX Venture Exchange and 6,609,000 common shares on the NYSE American LLC, providing gross proceeds of Ca$2.4 million and US$9.5 million, respectively. For the nine months ended March 31, 2024, the Company issued 1,384,400 common shares on the TSX Venture Exchange and 7,936,159 common shares on the NYSE American LLC, providing gross proceeds of Ca$2.7 million and US$12.3 million, respectively.

●

Cash and cash equivalents and working capital of Ca$15.7 million and Ca$7.7 million, respectively, as of March 31, 2024.

●

The Company has no term or revolving debt obligations as of March 31, 2024.

Highlights Subsequent to the Third Fiscal Quarter Ended March 31, 2024

●

Company announced outstanding results from successful commissioning of first commercial-scale DLE column at Demonstration Plant near El Dorado, Arkansas. The Company reported that during a representative period of continuous operation, the commercial-scale column exceeded design parameters, achieving an average lithium recovery of 97.3% and rejecting, on average, over 99% of key contaminants. To the best of the Company’s knowledge, the Li-Pro^TM LSS unit is the only commercial-scale DLE unit operating in North America.

●

Equinor acquired interest in South West Arkansas and East Texas projects for total project-level investment of $160 million. On May 7, 2024, Equinor ASA, an arms-length party, acquired an interest in two Standard Lithium subsidiaries, one of which holds Standard Lithium’s South West Arkansas Project and the other the East Texas properties. Pursuant to the terms of the transaction, Equinor acquired a 45% interest in each of the subsidiaries for an initial cash payment of US$30 million to Standard Lithium and the commitment to invest up to an additional US$130 million as follows:

●

Equinor to solely fund the first US$40 million of development costs at the South West Arkansas Project, after which all additional capital expenditures will be funded on a pro-rata basis;

●

Equinor to solely fund the first US$20 million in exploration and development costs at the East Texas properties, after which all additional capital expenditures will be funded on a pro-rata basis; and

●

Consolidated Financial Statements

The Company’s interim financial statements and management's discussion and analysis for the third quarter 2024 ended March 31, 2024, are available on the Company's website at https://www.standardlithium.com/ and under the Company’s profiles on SEDAR+ at www.sedarplus.com and EDGAR at www.sec.gov.

Updated Company Presentation

Investors and interested parties can find an updated Company presentation as of May 2024 at https://www.standardlithium.com/investors under “Company Presentation.”

Q3 FISCAL RESULTS CONFERENCE CALL AND WEBCAST

The Company will hold a conference call and webcast to discuss its third quarter fiscal results and the Equinor transaction on Monday, May 13 at 11:00 a.m. EST. Access to the call is available via webcast or direct dial. A link to the webcast and direct dial numbers are provided below:

Conference Call and Webcast Details:

Standard Lithium Fiscal Q3 Earnings Call and Webcast

May 13, 2024 11:00 AM (GMT-05:00) Eastern Time (US and Canada)

Participant Information:

USA / International Toll +1 (646) 307-1963

USA - Toll-Free (800) 715-9871

Canada - Toronto (647) 932-3411

Canada - Toll-Free (800) 715-9871

Attendee Webcast Link:

https://events.q4inc.com/attendee/978551149

Qualified Person

Steve Ross, P.Geol., a qualified person as defined by National Instrument 43-101, and Vice President Resource Development for the Company, has reviewed and approved the relevant scientific and technical information in this news release.

About Standard Lithium Ltd.

Standard Lithium is a leading near-commercial lithium development company focused on the sustainable development of a portfolio of lithium-brine bearing properties in the United States. The Company prioritizes brine projects characterized by high-grade resources, robust infrastructure, skilled labor, and streamlined permitting. The Company aims to achieve sustainable, commercial-scale lithium production via the application of a scalable and fully-integrated Direct Lithium Extraction (“DLE”) and purification process. The Company’s signature projects, the Phase 1A Project and the South West Arkansas Project, are located on the Smackover Formation in southern Arkansas, a region with a longstanding and established brine processing industry. The Company has also identified a number of highly prospective lithium brine project areas in the Smackover Formation in East Texas and began an extensive brine leasing program in the key project areas. In addition, the Company has an interest in certain mineral leases located in the Mojave Desert in San Bernardino County, California.

Standard Lithium trades on both the TSX Venture Exchange and the NYSE American under the symbol “SLI”; and on the Frankfurt Stock Exchange under the symbol “S5L”. Please visit the Company’s website at www.standardlithium.com.

Investor and Media Inquiries

Allysa Howell

Vice President, Corporate Communications

+1 720 484 1147

a.howell@standardlithium.com

Twitter: @standardlithium

LinkedIn: https://www.linkedin.com/company/standard-lithium/

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to intended development timelines, future prices of commodities, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third party information, continued access to mineral properties or infrastructure, fluctuations in the market for lithium and its derivatives, changes in exploration costs and government regulation in Canada and the United States, and other factors or information. Such statements represent the Company’s current views

with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.

Cover	9 Months Ended
Cover	Mar. 31, 2024
Cover [Abstract]
Document Type	6-K
Document Period End Date	Mar. 31, 2024
Entity Registrant Name	Standard Lithium Ltd.
Entity Central Index Key	0001537137
Current Fiscal Year End Date	--06-30
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false

Condensed Consolidated Interim Statements of Financial Position - CAD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Current assets
Cash	$ 15,716	$ 59,612
Receivables	527	468
Prepaid expenses	2,578	1,969
Current assets	18,821	62,049
Non-current assets
Reclamation deposit	85	83
Exploration and evaluation assets	143,210	99,952
Intangible asset	1,368	1,432
Right of use asset	833	1,233
Property, plant and equipment	3,180	2,765
Advances and deposits	203	2,669
Investment in Aqualung Carbon Capture SA	3,386	3,314
Non-current assets	152,265	111,448
TOTAL ASSETS	171,086	173,497
Current liabilities
Accounts payable and accrued liabilities	10,811	12,737
Lease liability - short-term	340	512
Current liabilities	11,151	13,249
Non-current liabilities
Lease liability - long-term	513	739
Decommissioning provision	135	133
Non-current liabilities	648	872
TOTAL LIABILITIES	11,799	14,121
EQUITY
Share capital	290,444	272,419
Reserves	45,733	35,888
Deficit	(178,996)	(148,707)
Accumulated other comprehensive income (loss)	2,106	(224)
TOTAL EQUITY	159,287	159,376
TOTAL LIABILITIES AND EQUITY	$ 171,086	$ 173,497

Condensed Consolidated Interim Statements of Comprehensive Income (Loss) - CAD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Expenses
Share-based payments	$ 3,614	$ 44	$ 9,971	$ 1,135
Demonstration plant operations	1,975	4,428	7,177	10,403
Office and administration	1,164	820	3,322	2,459
Consulting fees	879	931	2,935	2,501
Professional fees	893	239	1,972	1,625
Management fees	661	555	1,987	1,579
Salaries and benefits	516	152	1,670	152
Patent	274	189	699	657
Travel	238	174	655	334
Amortisation of property, plant and equipment	232	1	666	207
Amortisation of office leases	136	64	404	156
Filing and transfer agent	60	168	308	366
Advertising and investor relations	48	132	220	286
Amortisation of intangible assets	21	20	64	89
Foreign exchange (gain)/loss	(167)	38	(727)	(5,192)
Project investigation		161		1,300
Loss from operations	(10,544)	(8,116)	(31,323)	(18,057)
Interest and other income	205	1,027	1,098	2,539
Interest and accretion expense	(19)	(12)	(64)	(21)
Net loss for the period	(10,358)	(7,101)	(30,289)	(15,539)
Item that may be reclassified subsequently to income or loss:
Currency translation differences of foreign operations	3,157	23	2,330	2,489
Total comprehensive income (loss)	$ (7,201)	$ (7,078)	$ (27,959)	$ (13,050)
Weighted average number of common shares outstanding - basic	178,223,074	168,790,419	174,731,258	166,694,224
Weighted average number of common shares outstanding - diluted	178,223,074	168,790,419	174,731,258	166,694,224
Basic loss per share (in CAD per share)	$ (0.06)	$ (0.04)	$ (0.17)	$ (0.09)
Diluted loss per share (in CAD per share)	$ (0.06)	$ (0.04)	$ (0.17)	$ (0.09)

Condensed Consolidated Interim Statements of Changes in Equity - CAD ($) $ in Thousands	Share capital	Reserves	Deficit	Accumulated other comprehensive Income (loss)	Total
Balance at Jun. 30, 2022	$ 262,047	$ 21,945	$ (106,718)	$ (746)	$ 176,528
Balance (in shares) at Jun. 30, 2022	166,402,197
Share-based payment		1,135			1,135
Stock options exercised	$ 8,224	(2,967)			5,257
Stock options exercised (in shares)	5,750,000
Net loss for the period			(15,539)		(15,539)
Currency translation differences for foreign operations				2,489	2,489
Balance at Mar. 31, 2023	$ 270,271	20,113	(122,257)	1,743	169,870
Balance (in shares) at Mar. 31, 2023	172,152,197
Balance at Jun. 30, 2023	$ 272,419	35,888	(148,707)	(224)	159,376
Balance (in shares) at Jun. 30, 2023	172,752,197
Share-based payment		9,971			9,971
Shares issues under At-The-Market offering	$ 19,263				19,263
Shares issues under At-The-Market offering (in shares)	9,320,559
Share issuance costs	$ (1,504)				(1,504)
Stock options exercised	$ 266	(126)			140
Stock options exercised (in shares)	100,000
Net loss for the period			(30,289)		(30,289)
Currency translation differences for foreign operations				2,330	2,330
Balance at Mar. 31, 2024	$ 290,444	$ 45,733	$ (178,996)	$ 2,106	$ 159,287
Balance (in shares) at Mar. 31, 2024	182,172,756

Condensed Consolidated Interim Statements of Cash Flows - CAD ($) $ in Thousands	9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating activities
Net loss	$ (30,289)	$ (15,539)
Add items not affecting cash
Share-based payments	9,971	1,135
Foreign exchange	(1,044)	(5,324)
Amortisation	730	296
Amortisation - office leases	404	156
Interest expense	64	21
Net changes in non-cash working capital items to operations:
Receivables	(59)	473
Prepaid expenses	(609)	(1,709)
Advances	2,466
Accounts payable and accrued liabilities	(3,519)	(503)
Net cash used in operating activities	(21,885)	(20,994)
Investing activities
Exploration and evaluation assets	(39,336)	(25,150)
Purchase of land for future South West Arkansas Project plant	(939)
Aqualung Carbon Capture pilot plant development	(68)	(1,754)
Purchase of property, plant and equipment	(22)
Patent		(40)
Net cash used in investing activities	(40,365)	(26,944)
Financing activities
Proceeds from issuance of at the market ("ATM") shares	19,263
Share issuance costs	(1,504)
Exercise of options	140	5,257
Lease payments	(460)	(171)
Net cash from financing activities	17,439	5,086
Effect of exchange rates on cash	915	5,209
Net change in cash	(43,896)	(37,643)
Cash, beginning of period	59,612	129,065
Cash, end of period	15,716	91,422
Non-cash investing activities:
Change in current liabilities relating to Exploration and evaluation assets	$ 1,593	$ 1,033

Nature of Operations

9 Months Ended

Mar. 31, 2024

Nature of Operations

Nature of Operations

1.	Nature of Operations

Basis of Presentation

9 Months Ended

Mar. 31, 2024

Basis of Presentation

Basis of Presentation

2.Basis of Presentation

a)Statement of compliance

These condensed consolidated interim financial statements follow the same accounting policies and methods of application as the most recent audited consolidated financial statements of the Company.

b)Basis of consolidation

The consolidated financial statements of the Company include the accounts of the Company and its subsidiaries which the Company controls 100% of.

Investment in Aqualung Carbon Capture SA

9 Months Ended

Mar. 31, 2024

Investment in Aqualung Carbon Capture SA

Investment in Aqualung Carbon Capture SA

3.Investment in Aqualung Carbon Capture SA

Changes in the Company’s Investment in Aqualung during the period ended March 31, 2024 and year ended June 30, 2023 are summarized as follows:


Balance, June 30, 2022	$	3,221
Effect of change in fair value		93
Balance, June 30, 2023		3,314
Effect of change in fair value		72
Balance, March 31, 2024	$	3,386

Property, Plant and Equipment

9 Months Ended

Mar. 31, 2024

Property, Plant and Equipment

Property, Plant and Equipment

4.Property, Plant and Equipment


						Land for
						future
						South
			Demonstration		Aqualung	West
			plant (formerly		Carbon	Arkansas
	Leasehold	Furniture	Pilot plant)		Capture	Project
	improvements	and fixtures	(Note 7)		pilot plant	plant	Total
Cost	$	$	$		$	$	$
June 30, 2022	—	—		26,649	—	—	26,649
Additions	187	12		—	1,778	—	1,977
June 30, 2023	187	12		26,649	1,778	—	28,626
Additions	—	22		—	68	939	1,029
Effect of foreign exchange translation	—	—		16	38	(2)	52
March 31, 2024	187	34		26,665	1,884	937	29,707

Accumulated amortisation
June 30, 2022	—	—		(25,664)	—	—	(25,664)
Amortisation	(6)	(1)		(207)	—	—	(214)
Effect of foreign exchange translation	—	—		17	—	—	17
June 30, 2023	(6)	(1)		(25,854)	—	—	(25,861)
Amortisation	(39)	(3)		—	(624)	—	(666)
Effect of foreign exchange translation	—	—		1	(1)	—	—
March 31, 2024	(45)	(4)		(25,853)	(625)	—	(26,527)

Net book value
June 30, 2022	—	—		985	—	—	985
June 30, 2023	181	11		795	1,778	—	2,765
March 31, 2024	142	30		812	1,259	937	3,180

Exploration and Evaluation Assets

9 Months Ended

Mar. 31, 2024

Exploration and Evaluation Assets

Exploration and Evaluation Assets

5.Exploration and Evaluation Assets


			Commercial
		South West	Plant
	California	Arkansas	Evaluation	Texas
	Property	Project⁽¹⁾	(Lanxess 1A)	Properties	Total
	$	$	$	$	$
Acquisition:
Balance, June 30, 2022	18,460	14,230	—	—	32,690
Option payments	2,352	1,378	—	885	4,615
Lanxess brine supply costs	—	(7,953)	7,953	—	—
Effect of foreign exchange translation	527	406	—	—	933
Balance, June 30, 2023	21,339	8,061	7,953	885	38,238
Option payments	128	1,416	—	1,485	3,029
Acquisition of Wheelhouse Water Resources, LLC	—	—	—	27	27
Effect of foreign exchange translation	469	205	173	30	877
Balance, March 31, 2024	21,936	9,682	8,126	2,427	42,171

Exploration and Evaluation:
Balance, June 30, 2022	4,333	4,105	4,533	—	12,971
Exploration costs	9	17,429	—	18,175	35,613
Lanxess 1A evaluation costs	—	—	12,740	—	12,740
Effect of foreign exchange translation	124	136	130	—	390
Balance, June 30, 2023	4,466	21,670	17,403	18,175	61,714
Exploration costs	5	8,337	—	18,220	26,562
Lanxess 1A evaluation costs	—	—	11,084	—	11,084
Effect of foreign exchange translation	96	625	495	463	1,679
Balance, March 31, 2024	4,567	30,632	28,982	36,858	101,039

Balance, June 30, 2023	25,805	29,731	25,356	19,060	99,952
Balance, March 31, 2024	26,503	40,314	37,108	39,285	143,210

(1)	On October 31, 2023, the Company exercised its option agreement with TETRA Technologies, Inc. to acquire brine productions rights for the South West Arkansas Project. The Company did not incur any costs associated with the exercise.

Intangible Asset

9 Months Ended

Mar. 31, 2024

Intangible Asset

Intangible Asset

6.Intangible Asset

The carrying value of the intangible assets acquired is as follows:


	IP Assets		Patents		Total
Balance, June 30, 2022	$	1,501	$	—	$	1,501
Additions		—		41		41
Amortisation		(110)		—		(110)
Balance, June 30, 2023		1,391		41		1,432
Amortisation		(62)		(2)		(64)
Balance, March 31, 2024	$	1,329	$	39	$	1,368

Demonstration Plant Operations (formerly Pilot Plant)

9 Months Ended

Mar. 31, 2024

Demonstration Plant Operations (formerly Pilot Plant)

Demonstration Plant Operations (formerly Pilot Plant)

7.	Demonstration Plant Operations (formerly Pilot Plant)

As at March 31, 2024, and 2023, demonstration plant costs are comprised of the following:


	Three months ended				Nine months ended
	March 31,				March 31,
	Aqualung pilot plant		Demonstration plant		Aqualung pilot plant		Demonstration plant
	2024	2023	2024	2023	2024	2023	2024	2023
	$	$	$	$	$	$	$	$
Internet	—	—	2	3	—	—	8	8
Personnel	54	—	1,312	1,298	54	—	3,938	4,341
Reagents	—	—	17	1,895	—	—	583	2,479
Repairs and maintenance	—	—	14	7	—	—	360	16
Supplies	22	—	372	870	22	—	862	2,552
Test work	—	—	138	297	—	—	1,187	857
Office trailer rental	—	—	23	11	—	—	71	30
Utilities	16	—	(7)	47	16	—	44	120
Vehicle	—	—	10	—	—	—	23	—
Waste disposal & recycling	—	—	2	—	—	—	9	—
Total operations costs	92	—	1,883	4,428	92	—	7,085	10,403

Share Capital

9 Months Ended

Mar. 31, 2024

Share Capital

Share Capital

8.	Share Capital

a)Authorized capital

The Company is authorised to issue an unlimited number of common voting shares without nominal or par value.

b)Options


	YTD2024			FY2023
Expected stock price volatility		77	%		84	%
Risk-free interest rate		4.4	%		3.16	%
Dividend yield		—			—
Expected life of options		5 years			5 years
Stock price on date of grant	$	4.00		$	5.09
Forfeiture rate		—			—

Stock option transactions are summarized as follows:


	Number of	Weighted average
	options	exercise price
Balance at June 30, 2022	10,170,000	$	2.11
Options exercised	(5,950,000)		0.91
Options granted	3,950,000		5.09
Balance at June 30, 2023	8,170,000	$	4.43
Options exercised	(100,000)		1.40
Options granted	1,750,000		4.00
Balance at March 31, 2024	9,820,000	$	4.38

8.	Share Capital - continued

b)Options - continued

The following table summarizes stock options outstanding and exercisable at March 31, 2024:


	Options Outstanding					Options Exercisable
			Weighted		Weighted		Weighted
			Average		Average		Average
Exercise		Number	Remaining		Exercise		Exercise
Price		of	Contractual Life		Price	Number	Price
$		Shares	(years)		$	Exercisable	$
1.40		1,350,000	—	⁽¹⁾	1.40	1,350,000	1.40
3.43		400,000	0.04		3.43	400,000	3.43
7.55		500,000	0.87		7.55	500,000	7.55
3.39		1,200,000	1.80		3.39	1,200,000	3.39
6.08		200,000	2.30		6.08	200,000	6.08
6.31		200,000	2.93		6.31	200,000	6.31
8.25		170,000	2.96		8.25	170,000	8.25
9.40		100,000	3.03		9.40	100,000	9.40
5.08		3,750,000	4.03		5.08	3,750,000	5.08
5.23		200,000	4.15		5.23	200,000	5.23
4.00		1,750,000	4.48		4.00	433,333	4.00
		9,820,000	2.88		4.38	8,503,333	4.44

(1)	Options expired on September 4, 2023, however, due to black-out of insider share transactions, these options will remain eligible for exercise for a period of 10 business days subsequent to the lifting of the black-out.

c) Long-term Incentive Plan

Related Party Transactions

9 Months Ended

Mar. 31, 2024

Related Party Transactions

Related Party Transactions

9.Related Party Transactions

Key management personnel are persons responsible for planning, directing and controlling the activities of the entity, and include directors and officers of the Company.

Compensation to key management is comprised of the following:


	March 31,		March 31,
	2024		2023
Management and director fees	$	1,946	$	1,579
Benefits		41		—
Share-based payments		7,295		—
	$	9,282	$	1,579

Financial Instruments and Financial Risk Management

9 Months Ended

Mar. 31, 2024

Financial Instruments and Financial Risk Management

Financial Instruments and Financial Risk Management

10.Financial Instruments and Financial Risk Management

The fair value hierarchy has three levels:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

There were no transfers between Levels 1, 2 or 3 for the period ended March 31, 2024 and the year ended June 30, 2023.

The following table sets forth the Company’s financial assets measured at fair value by level within the fair value hierarchy:


March 31, 2024	Level 1		Level 2		Level 3		Total
Investment in Aqualung Carbon Capture SA	$	—	$	—	$	3,386	$	3,386


June 30, 2023	Level 1		Level 2		Level 3		Total
Investment in Aqualung Carbon Capture SA	$	—	$	—	$	3,314	$	3,314

●

maintaining sound financial condition;

●

financing operations; and

●

ensuring liquidity to all operations.

10.

Financial Instruments and Financial Risk Management - continued

In order to satisfy these objectives, the Company has adopted the following policies:

(i)	Credit risk

(ii)	Liquidity risk

(iii)

Foreign exchange risk


	March 31, 2024	June 30, 2023
	$	$
Cash	8,973	42,745
Accounts payable	(2,775)	(5,926)

Contingencies

9 Months Ended

Mar. 31, 2024

Contingencies

Contingencies

11.

Contingencies

Subsequent Event

9 Months Ended

Mar. 31, 2024

Subsequent Event

Subsequent Event

12.

Subsequent Event

Subsequent to March 31, 2024, the Company issued 1,292,500 common shares for proceeds of $2,046 net of transaction costs of $103 under the Company’s ATM offering.

•

Equinor to solely fund the first US$40 million of development costs at the South West Arkansas Project upon, after which all additional capital expenditures would be funded on a pro-rata basis;

•

Investment in Aqualung Carbon Capture SA (Tables)

9 Months Ended

Mar. 31, 2024

Investment in Aqualung Carbon Capture SA

Summary of Company's Investment in Aqualung


Balance, June 30, 2022	$	3,221
Effect of change in fair value		93
Balance, June 30, 2023		3,314
Effect of change in fair value		72
Balance, March 31, 2024	$	3,386

Property, Plant and Equipment (Tables)

9 Months Ended

Mar. 31, 2024

Property, Plant and Equipment

Schedule of carrying value of the property, plant and equipment


						Land for
						future
						South
			Demonstration		Aqualung	West
			plant (formerly		Carbon	Arkansas
	Leasehold	Furniture	Pilot plant)		Capture	Project
	improvements	and fixtures	(Note 7)		pilot plant	plant	Total
Cost	$	$	$		$	$	$
June 30, 2022	—	—		26,649	—	—	26,649
Additions	187	12		—	1,778	—	1,977
June 30, 2023	187	12		26,649	1,778	—	28,626
Additions	—	22		—	68	939	1,029
Effect of foreign exchange translation	—	—		16	38	(2)	52
March 31, 2024	187	34		26,665	1,884	937	29,707

Accumulated amortisation
June 30, 2022	—	—		(25,664)	—	—	(25,664)
Amortisation	(6)	(1)		(207)	—	—	(214)
Effect of foreign exchange translation	—	—		17	—	—	17
June 30, 2023	(6)	(1)		(25,854)	—	—	(25,861)
Amortisation	(39)	(3)		—	(624)	—	(666)
Effect of foreign exchange translation	—	—		1	(1)	—	—
March 31, 2024	(45)	(4)		(25,853)	(625)	—	(26,527)

Net book value
June 30, 2022	—	—		985	—	—	985
June 30, 2023	181	11		795	1,778	—	2,765
March 31, 2024	142	30		812	1,259	937	3,180

Exploration and Evaluation Assets (Tables)

9 Months Ended

Mar. 31, 2024

Exploration and Evaluation Assets

Schedule of exploration and evaluation assets


			Commercial
		South West	Plant
	California	Arkansas	Evaluation	Texas
	Property	Project⁽¹⁾	(Lanxess 1A)	Properties	Total
	$	$	$	$	$
Acquisition:
Balance, June 30, 2022	18,460	14,230	—	—	32,690
Option payments	2,352	1,378	—	885	4,615
Lanxess brine supply costs	—	(7,953)	7,953	—	—
Effect of foreign exchange translation	527	406	—	—	933
Balance, June 30, 2023	21,339	8,061	7,953	885	38,238
Option payments	128	1,416	—	1,485	3,029
Acquisition of Wheelhouse Water Resources, LLC	—	—	—	27	27
Effect of foreign exchange translation	469	205	173	30	877
Balance, March 31, 2024	21,936	9,682	8,126	2,427	42,171

Exploration and Evaluation:
Balance, June 30, 2022	4,333	4,105	4,533	—	12,971
Exploration costs	9	17,429	—	18,175	35,613
Lanxess 1A evaluation costs	—	—	12,740	—	12,740
Effect of foreign exchange translation	124	136	130	—	390
Balance, June 30, 2023	4,466	21,670	17,403	18,175	61,714
Exploration costs	5	8,337	—	18,220	26,562
Lanxess 1A evaluation costs	—	—	11,084	—	11,084
Effect of foreign exchange translation	96	625	495	463	1,679
Balance, March 31, 2024	4,567	30,632	28,982	36,858	101,039

Balance, June 30, 2023	25,805	29,731	25,356	19,060	99,952
Balance, March 31, 2024	26,503	40,314	37,108	39,285	143,210

(1)	On October 31, 2023, the Company exercised its option agreement with TETRA Technologies, Inc. to acquire brine productions rights for the South West Arkansas Project. The Company did not incur any costs associated with the exercise.

Intangible Asset (Tables)

9 Months Ended

Mar. 31, 2024

Intangible Asset

Schedule of carrying value of the intangible assets acquired


	IP Assets		Patents		Total
Balance, June 30, 2022	$	1,501	$	—	$	1,501
Additions		—		41		41
Amortisation		(110)		—		(110)
Balance, June 30, 2023		1,391		41		1,432
Amortisation		(62)		(2)		(64)
Balance, March 31, 2024	$	1,329	$	39	$	1,368

Demonstration Plant Operations (formerly Pilot Plant) (Tables)

9 Months Ended

Mar. 31, 2024

Demonstration Plant Operations (formerly Pilot Plant)

Schedule of demonstration plant cost


	Three months ended				Nine months ended
	March 31,				March 31,
	Aqualung pilot plant		Demonstration plant		Aqualung pilot plant		Demonstration plant
	2024	2023	2024	2023	2024	2023	2024	2023
	$	$	$	$	$	$	$	$
Internet	—	—	2	3	—	—	8	8
Personnel	54	—	1,312	1,298	54	—	3,938	4,341
Reagents	—	—	17	1,895	—	—	583	2,479
Repairs and maintenance	—	—	14	7	—	—	360	16
Supplies	22	—	372	870	22	—	862	2,552
Test work	—	—	138	297	—	—	1,187	857
Office trailer rental	—	—	23	11	—	—	71	30
Utilities	16	—	(7)	47	16	—	44	120
Vehicle	—	—	10	—	—	—	23	—
Waste disposal & recycling	—	—	2	—	—	—	9	—
Total operations costs	92	—	1,883	4,428	92	—	7,085	10,403

Share Capital (Tables)

9 Months Ended

Mar. 31, 2024

Share Capital

Schedule of weighted average assumptions were used for the Black-Scholes valuation of stock options granted


	YTD2024			FY2023
Expected stock price volatility		77	%		84	%
Risk-free interest rate		4.4	%		3.16	%
Dividend yield		—			—
Expected life of options		5 years			5 years
Stock price on date of grant	$	4.00		$	5.09
Forfeiture rate		—			—

Summary of stock option transactions


	Number of	Weighted average
	options	exercise price
Balance at June 30, 2022	10,170,000	$	2.11
Options exercised	(5,950,000)		0.91
Options granted	3,950,000		5.09
Balance at June 30, 2023	8,170,000	$	4.43
Options exercised	(100,000)		1.40
Options granted	1,750,000		4.00
Balance at March 31, 2024	9,820,000	$	4.38

Summary of stock options outstanding and exercisable

The following table summarizes stock options outstanding and exercisable at March 31, 2024:


	Options Outstanding					Options Exercisable
			Weighted		Weighted		Weighted
			Average		Average		Average
Exercise		Number	Remaining		Exercise		Exercise
Price		of	Contractual Life		Price	Number	Price
$		Shares	(years)		$	Exercisable	$
1.40		1,350,000	—	⁽¹⁾	1.40	1,350,000	1.40
3.43		400,000	0.04		3.43	400,000	3.43
7.55		500,000	0.87		7.55	500,000	7.55
3.39		1,200,000	1.80		3.39	1,200,000	3.39
6.08		200,000	2.30		6.08	200,000	6.08
6.31		200,000	2.93		6.31	200,000	6.31
8.25		170,000	2.96		8.25	170,000	8.25
9.40		100,000	3.03		9.40	100,000	9.40
5.08		3,750,000	4.03		5.08	3,750,000	5.08
5.23		200,000	4.15		5.23	200,000	5.23
4.00		1,750,000	4.48		4.00	433,333	4.00
		9,820,000	2.88		4.38	8,503,333	4.44

(1)	Options expired on September 4, 2023, however, due to black-out of insider share transactions, these options will remain eligible for exercise for a period of 10 business days subsequent to the lifting of the black-out.

Related Party Transactions (Tables)

9 Months Ended

Mar. 31, 2024

Related Party Transactions

Schedule of compensation to key management


	March 31,		March 31,
	2024		2023
Management and director fees	$	1,946	$	1,579
Benefits		41		—
Share-based payments		7,295		—
	$	9,282	$	1,579

Financial Instruments and Financial Risk Management (Tables)

9 Months Ended

Mar. 31, 2024

Financial Instruments and Financial Risk Management

Schedule of fair value measurement by levels of financial assets


March 31, 2024	Level 1		Level 2		Level 3		Total
Investment in Aqualung Carbon Capture SA	$	—	$	—	$	3,386	$	3,386


June 30, 2023	Level 1		Level 2		Level 3		Total
Investment in Aqualung Carbon Capture SA	$	—	$	—	$	3,314	$	3,314

Schedule of assets and liabilities exposed to currency risk

The Company is exposed to currency risk through the following assets and liabilities denominated in US dollars:


	March 31, 2024	June 30, 2023
	$	$
Cash	8,973	42,745
Accounts payable	(2,775)	(5,926)

Investment in Aqualung Carbon Capture SA (Details) - Aqualung Carbon Capture AS - Equity investments - CAD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Mar. 31, 2024	Jun. 30, 2023
Disclosure of financial assets
Balance, Beginning	$ 3,314	$ 3,221
Effect of change in fair value	72	93
Balance, Ending	$ 3,386	$ 3,314

Property, Plant and Equipment (Details) - CAD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Mar. 31, 2024	Jun. 30, 2023
Property, Plant and Equipment
Balance, beginning	$ 2,765	$ 985
Balance, end	3,180	2,765
Cost
Property, Plant and Equipment
Balance, beginning	28,626	26,649
Additions	1,029	1,977
Effect of foreign exchange translation	52
Balance, end	29,707	28,626
Accumulated amortisation
Property, Plant and Equipment
Balance, beginning	(25,861)	(25,664)
Amortisation	(666)	(214)
Effect of foreign exchange translation		17
Balance, end	(26,527)	(25,861)
Leasehold improvements
Property, Plant and Equipment
Balance, beginning	181
Balance, end	142	181
Leasehold improvements \| Cost
Property, Plant and Equipment
Balance, beginning	187
Additions		187
Balance, end	187	187
Leasehold improvements \| Accumulated amortisation
Property, Plant and Equipment
Balance, beginning	(6)
Amortisation	(39)	(6)
Balance, end	(45)	(6)
Furniture and fixtures
Property, Plant and Equipment
Balance, beginning	11
Balance, end	30	11
Furniture and fixtures \| Cost
Property, Plant and Equipment
Balance, beginning	12
Additions	22	12
Balance, end	34	12
Furniture and fixtures \| Accumulated amortisation
Property, Plant and Equipment
Balance, beginning	(1)
Amortisation	(3)	(1)
Balance, end	(4)	(1)
Demonstration plant (formerly Pilot plant) (Note 7)
Property, Plant and Equipment
Balance, beginning	795	985
Balance, end	812	795
Demonstration plant (formerly Pilot plant) (Note 7) \| Cost
Property, Plant and Equipment
Balance, beginning	26,649	26,649
Effect of foreign exchange translation	16
Balance, end	26,665	26,649
Demonstration plant (formerly Pilot plant) (Note 7) \| Accumulated amortisation
Property, Plant and Equipment
Balance, beginning	(25,854)	(25,664)
Amortisation		(207)
Effect of foreign exchange translation	1	17
Balance, end	(25,853)	(25,854)
Aqualung Carbon Capture Pilot Plant
Property, Plant and Equipment
Balance, beginning	1,778
Balance, end	1,259	1,778
Aqualung Carbon Capture Pilot Plant \| Cost
Property, Plant and Equipment
Balance, beginning	1,778
Additions	68	1,778
Effect of foreign exchange translation	38
Balance, end	1,884	$ 1,778
Aqualung Carbon Capture Pilot Plant \| Accumulated amortisation
Property, Plant and Equipment
Amortisation	(624)
Effect of foreign exchange translation	(1)
Balance, end	(625)
Land for future South West Arkansas Project Plant
Property, Plant and Equipment
Balance, end	937
Land for future South West Arkansas Project Plant \| Cost
Property, Plant and Equipment
Additions	939
Effect of foreign exchange translation	(2)
Balance, end	$ 937

Exploration and Evaluation Assets (Details) - CAD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Mar. 31, 2024	Jun. 30, 2023
Acquisition:
Balance, beginning of period	$ 38,238	$ 32,690
Option payments	3,029	4,615
Acquisition of Wheelhouse Water Resources, LLC	27
Effect of foreign exchange translation	877	933
Balance, period end	42,171	38,238
Exploration and Evaluation:
Balance, beginning period	61,714	12,971
Exploration costs	26,562	35,613
Lanxess 1A evaluation costs	11,084	12,740
Effect of foreign exchange translation	1,679	390
Balance, period end	101,039	61,714
Exploration and evaluation assets	143,210	99,952
California property
Acquisition:
Balance, beginning of period	21,339	18,460
Option payments	128	2,352
Effect of foreign exchange translation	469	527
Balance, period end	21,936	21,339
Exploration and Evaluation:
Balance, beginning period	4,466	4,333
Exploration costs	5	9
Effect of foreign exchange translation	96	124
Balance, period end	4,567	4,466
Exploration and evaluation assets	26,503	25,805
South West Arkansas Project
Acquisition:
Balance, beginning of period	8,061	14,230
Option payments	1,416	1,378
Lanxess brine supply costs		(7,953)
Effect of foreign exchange translation	205	406
Balance, period end	9,682	8,061
Exploration and Evaluation:
Balance, beginning period	21,670	4,105
Exploration costs	8,337	17,429
Effect of foreign exchange translation	625	136
Balance, period end	30,632	21,670
Exploration and evaluation assets	40,314	29,731
Commercial Plant Evaluation (Lanxess 1A)
Acquisition:
Balance, beginning of period	7,953
Lanxess brine supply costs		7,953
Effect of foreign exchange translation	173
Balance, period end	8,126	7,953
Exploration and Evaluation:
Balance, beginning period	17,403	4,533
Lanxess 1A evaluation costs	11,084	12,740
Effect of foreign exchange translation	495	130
Balance, period end	28,982	17,403
Exploration and evaluation assets	37,108	25,356
Texas Properties
Acquisition:
Balance, beginning of period	885
Option payments	1,485	885
Acquisition of Wheelhouse Water Resources, LLC	27
Effect of foreign exchange translation	30
Balance, period end	2,427	885
Exploration and Evaluation:
Balance, beginning period	18,175
Exploration costs	18,220	18,175
Effect of foreign exchange translation	463
Balance, period end	36,858	18,175
Exploration and evaluation assets	$ 39,285	$ 19,060

Intangible Asset (Details) - CAD ($) $ in Thousands	9 Months Ended	12 Months Ended
Intangible Asset (Details) - CAD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Disclosure of detailed information about intangible assets
Balance, beginning	$ 1,432	$ 1,501
Additions		41
Amortisation	(64)	(110)
Balance, end	1,368	1,432
IP Assets
Disclosure of detailed information about intangible assets
Balance, beginning	1,391	1,501
Amortisation	(62)	(110)
Balance, end	1,329	1,391
Patents
Disclosure of detailed information about intangible assets
Balance, beginning	41
Additions		41
Amortisation	(2)
Balance, end	$ 39	$ 41

Demonstration Plant Operations (formerly Pilot Plant) (Details) - CAD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Aqualung pilot plant
Demonstration Plant Operations (formerly Pilot Plant)
Total pilot plant operations costs	$ 92		$ 92
Demonstration plant
Demonstration Plant Operations (formerly Pilot Plant)
Total pilot plant operations costs	1,883	$ 4,428	7,085	$ 10,403
Internet \| Demonstration plant
Demonstration Plant Operations (formerly Pilot Plant)
Total pilot plant operations costs	2	3	8	8
Personnel \| Aqualung pilot plant
Demonstration Plant Operations (formerly Pilot Plant)
Total pilot plant operations costs	54		54
Personnel \| Demonstration plant
Demonstration Plant Operations (formerly Pilot Plant)
Total pilot plant operations costs	1,312	1,298	3,938	4,341
Reagents \| Demonstration plant
Demonstration Plant Operations (formerly Pilot Plant)
Total pilot plant operations costs	17	1,895	583	2,479
Repairs and maintenance \| Demonstration plant
Demonstration Plant Operations (formerly Pilot Plant)
Total pilot plant operations costs	14	7	360	16
Supplies \| Aqualung pilot plant
Demonstration Plant Operations (formerly Pilot Plant)
Total pilot plant operations costs	22		22
Supplies \| Demonstration plant
Demonstration Plant Operations (formerly Pilot Plant)
Total pilot plant operations costs	372	870	862	2,552
Test work \| Demonstration plant
Demonstration Plant Operations (formerly Pilot Plant)
Total pilot plant operations costs	138	297	1,187	857
Office trailer rental \| Demonstration plant
Demonstration Plant Operations (formerly Pilot Plant)
Total pilot plant operations costs	23	11	71	30
Utilities \| Aqualung pilot plant
Demonstration Plant Operations (formerly Pilot Plant)
Total pilot plant operations costs	16		16
Utilities \| Demonstration plant
Demonstration Plant Operations (formerly Pilot Plant)
Total pilot plant operations costs	(7)	$ 47	44	$ 120
Vehicle \| Demonstration plant
Demonstration Plant Operations (formerly Pilot Plant)
Total pilot plant operations costs	10		23
Waste disposal & recycling \| Demonstration plant
Demonstration Plant Operations (formerly Pilot Plant)
Total pilot plant operations costs	$ 2		$ 9

Share Capital - Authorized capital (Details) - CAD ($) $ in Thousands	9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share Capital
Number of common shares issued upon exercise of options (in shares)	100,000	5,750,000
Amount received from exercise of stock options	$ 140	$ 5,257
Amount transferred from contributed surplus to share capital	126	2,967
Proceeds from issuing shares	19,263
Net of transaction costs	$ 1,504
ATM offering
Share Capital
Shares issued (in shares)	9,320,559
Proceeds from issuing shares	$ 19,263	0
Net of transaction costs	$ 1,504	$ 0

Share Capital - Options (Details) - $ / shares	9 Months Ended	12 Months Ended
Share Capital - Options (Details) - $ / shares	Mar. 31, 2024	Jun. 30, 2023
Share Capital
Maximum awards as percentage to outstanding stocks	10.00%
Expiry period (in years)	10 years
Weighted average fair value of options granted (in CAD per share)	$ 2.61	$ 3.45

Share Capital - Option fair value assumptions (Details)	9 Months Ended	12 Months Ended
Share Capital - Option fair value assumptions (Details)	Mar. 31, 2024 Y $ / shares	Jun. 30, 2023 Y $ / shares
Share Capital
Expected stock price volatility	77.00%	84.00%
Risk-free interest rate	4.40%	3.16%
Expected life of options \| Y	5	5
Stock price on date of grant \| $ / shares	$ 4.00	$ 5.09

Share Capital - Option transaction (Details)	9 Months Ended	12 Months Ended
Share Capital - Option transaction (Details)	Mar. 31, 2024 shares $ / shares	Jun. 30, 2023 shares $ / shares
Number of options
Balance at beginning of period (in shares) \| shares	8,170,000	10,170,000
Options exercised (in shares) \| shares	(100,000)	(5,950,000)
Options granted (in share) \| shares	1,750,000	3,950,000
Balance at end of period (in shares) \| shares	9,820,000	8,170,000
Weighted average exercise price
Balance at beginning of period (in CAD per share) \| $ / shares	$ 4.43	$ 2.11
Options exercised (in CAD per share) \| $ / shares	1.40	0.91
Options granted (in CAD per share) \| $ / shares	4.00	5.09
Balance at end of period (in CAD per share) \| $ / shares	$ 4.38	$ 4.43

Share Capital - Options by exercise price (Details)	9 Months Ended
Share Capital - Options by exercise price (Details)	Mar. 31, 2024 $ / shares shares	Jun. 30, 2023 shares	Jun. 30, 2022 shares
Share Capital
Number of Shares, Options Outstanding \| shares	9,820,000	8,170,000	10,170,000
Weighted Average Remaining Contractual Life, Options Outstanding (Year)	2 years 10 months 17 days
Weighted Average Exercise Price, Options Exercisable (in CAD per share)	$ 4.38
Number Exercisable, Options Exercisable	8,503,333
Weighted Average Exercise Price, Options Exercisable (in CAD per share)	$ 4.44
1.40
Share Capital
Weighted Average Exercise Price, Options Outstanding (in CAD per share)	$ 1.40
Number of Shares, Options Outstanding \| shares	1,350,000
Weighted Average Remaining Contractual Life, Options Outstanding (Year)	0 years
Weighted Average Exercise Price, Options Exercisable (in CAD per share)	$ 1.40
Number Exercisable, Options Exercisable	1,350,000
Weighted Average Exercise Price, Options Exercisable (in CAD per share)	$ 1.40
3.43
Share Capital
Weighted Average Exercise Price, Options Outstanding (in CAD per share)	$ 3.43
Number of Shares, Options Outstanding \| shares	400,000
Weighted Average Remaining Contractual Life, Options Outstanding (Year)	14 days
Weighted Average Exercise Price, Options Exercisable (in CAD per share)	$ 3.43
Number Exercisable, Options Exercisable	400,000
Weighted Average Exercise Price, Options Exercisable (in CAD per share)	$ 3.43
7.55
Share Capital
Weighted Average Exercise Price, Options Outstanding (in CAD per share)	$ 7.55
Number of Shares, Options Outstanding \| shares	500,000
Weighted Average Remaining Contractual Life, Options Outstanding (Year)	10 months 13 days
Weighted Average Exercise Price, Options Exercisable (in CAD per share)	$ 7.55
Number Exercisable, Options Exercisable	500,000
Weighted Average Exercise Price, Options Exercisable (in CAD per share)	$ 7.55
3.39
Share Capital
Weighted Average Exercise Price, Options Outstanding (in CAD per share)	$ 3.39
Number of Shares, Options Outstanding \| shares	1,200,000
Weighted Average Remaining Contractual Life, Options Outstanding (Year)	1 year 9 months 18 days
Weighted Average Exercise Price, Options Exercisable (in CAD per share)	$ 3.39
Number Exercisable, Options Exercisable	1,200,000
Weighted Average Exercise Price, Options Exercisable (in CAD per share)	$ 3.39
6.08
Share Capital
Weighted Average Exercise Price, Options Outstanding (in CAD per share)	$ 6.08
Number of Shares, Options Outstanding \| shares	200,000
Weighted Average Remaining Contractual Life, Options Outstanding (Year)	2 years 3 months 18 days
Weighted Average Exercise Price, Options Exercisable (in CAD per share)	$ 6.08
Number Exercisable, Options Exercisable	200,000
Weighted Average Exercise Price, Options Exercisable (in CAD per share)	$ 6.08
6.31
Share Capital
Weighted Average Exercise Price, Options Outstanding (in CAD per share)	$ 6.31
Number of Shares, Options Outstanding \| shares	200,000
Weighted Average Remaining Contractual Life, Options Outstanding (Year)	2 years 11 months 4 days
Weighted Average Exercise Price, Options Exercisable (in CAD per share)	$ 6.31
Number Exercisable, Options Exercisable	200,000
Weighted Average Exercise Price, Options Exercisable (in CAD per share)	$ 6.31
8.25
Share Capital
Weighted Average Exercise Price, Options Outstanding (in CAD per share)	$ 8.25
Number of Shares, Options Outstanding \| shares	170,000
Weighted Average Remaining Contractual Life, Options Outstanding (Year)	2 years 11 months 15 days
Weighted Average Exercise Price, Options Exercisable (in CAD per share)	$ 8.25
Number Exercisable, Options Exercisable	170,000
Weighted Average Exercise Price, Options Exercisable (in CAD per share)	$ 8.25
9.40
Share Capital
Weighted Average Exercise Price, Options Outstanding (in CAD per share)	$ 9.40
Number of Shares, Options Outstanding \| shares	100,000
Weighted Average Remaining Contractual Life, Options Outstanding (Year)	3 years 10 days
Weighted Average Exercise Price, Options Exercisable (in CAD per share)	$ 9.40
Number Exercisable, Options Exercisable	100,000
Weighted Average Exercise Price, Options Exercisable (in CAD per share)	$ 9.40
5.08
Share Capital
Weighted Average Exercise Price, Options Outstanding (in CAD per share)	$ 5.08
Number of Shares, Options Outstanding \| shares	3,750,000
Weighted Average Remaining Contractual Life, Options Outstanding (Year)	4 years 10 days
Weighted Average Exercise Price, Options Exercisable (in CAD per share)	$ 5.08
Number Exercisable, Options Exercisable	3,750,000
Weighted Average Exercise Price, Options Exercisable (in CAD per share)	$ 5.08
5.23
Share Capital
Weighted Average Exercise Price, Options Outstanding (in CAD per share)	$ 5.23
Number of Shares, Options Outstanding \| shares	200,000
Weighted Average Remaining Contractual Life, Options Outstanding (Year)	4 years 1 month 24 days
Weighted Average Exercise Price, Options Exercisable (in CAD per share)	$ 5.23
Number Exercisable, Options Exercisable	200,000
Weighted Average Exercise Price, Options Exercisable (in CAD per share)	$ 5.23
4.00
Share Capital
Weighted Average Exercise Price, Options Outstanding (in CAD per share)	$ 4.00
Number of Shares, Options Outstanding \| shares	1,750,000
Weighted Average Remaining Contractual Life, Options Outstanding (Year)	4 years 5 months 23 days
Weighted Average Exercise Price, Options Exercisable (in CAD per share)	$ 4.00
Number Exercisable, Options Exercisable	433,333
Weighted Average Exercise Price, Options Exercisable (in CAD per share)	$ 4.00

Share Capital - Long-term Incentive Plan (Details) $ in Thousands	9 Months Ended
	Mar. 31, 2024 CAD ($) shares	Sep. 04, 2023 D
Share Capital
Number of Business Days Subsequent to Lifting of Black Out \| D		10
Expense from share-based payment \| $	$ 4,929
Long-term Incentive Plan
Share Capital
Aggregate number of common shares to be issued, as a percent of outstanding common shares when combined with the aggregate number of Option, RSU, PSU and DSU	10.00%
DSUs
Share Capital
Number of awards granted as of reporting date \| shares	1,991,004

Related Party Transactions - Compensation to key management (Details) - CAD ($) $ in Thousands	9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Related Party Transactions
Management and director fees	$ 1,946	$ 1,579
Benefits	41
Share-based payments	7,295
Total	$ 9,282	$ 1,579

Related Party Transactions - Narrative (Details) - CAD ($) $ in Thousands		9 Months Ended
	Jul. 17, 2022	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2023
Related Party Transactions
Accounts payable and accrued liabilities		$ 10,811		$ 12,737
Officers
Related Party Transactions
Accounts payable and accrued liabilities		45		1,373
Telescope \| MSA
Related Party Transactions
Funding period	1 year
Amount of costs incurred		880	$ 592
Accounts payable and accrued liabilities		$ 40		$ 115

Financial Instruments and Financial Risk Management - Fair value by hierarchy (Details) - CAD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Financial Instruments and Financial Risk Management
Investment in Aqualung Carbon Capture SA	$ 3,386	$ 3,314
Level 3 of fair value hierarchy
Financial Instruments and Financial Risk Management
Investment in Aqualung Carbon Capture SA	$ 3,386	$ 3,314

Financial Instruments and Financial Risk Management - Currency Risk (Details) $ in Thousands, $ in Thousands	Mar. 31, 2024 CAD ($)	Mar. 31, 2024 USD ($)	Jun. 30, 2023 CAD ($)	Jun. 30, 2023 USD ($)
Financial Instruments and Financial Risk Management
Cash	$ 15,716		$ 59,612
Accounts payable	$ (10,811)		$ (12,737)
Currency risk
Financial Instruments and Financial Risk Management
Cash		$ 8,973		$ 42,745
Accounts payable		$ (2,775)		$ (5,926)

Financial Instruments and Financial Risk Management - Narrative (Details) $ in Thousands	9 Months Ended	12 Months Ended
	Mar. 31, 2024 CAD ($) item	Jun. 30, 2023 CAD ($)
Financial Instruments and Financial Risk Management
Transfers out of Level 1 into Level 2 of fair value hierarchy, assets held at end of reporting period	$ 0	$ 0
Transfers out of Level 2 into Level 1 of fair value hierarchy, assets held at end of reporting period	0	0
Transfers into Level 3 of fair value hierarchy, assets	0	0
Transfers out of Level 3 of fair value hierarchy, assets	$ 0	0
Number of financial institutions where substantial cash is maintained \| item	2
Working capital	$ 7,670	48,800
Conversion rate	0.01354
Reasonably possible change In US Dollar relative to Canadian Dollar	10.00%
Change in comprehensive income	$ 620	$ 3,682

Subsequent Event (Details) - CAD ($) $ in Thousands		9 Months Ended
Subsequent Event (Details) - CAD ($) $ in Thousands	Apr. 01, 2024	Mar. 31, 2024	Mar. 31, 2023
Subsequent Events
Proceeds from issuing shares		$ 19,263
Net of transaction costs		$ 1,504
ATM offering
Subsequent Events
Shares issued (in shares)		9,320,559
Proceeds from issuing shares		$ 19,263	$ 0
Net of transaction costs		$ 1,504	$ 0
Issuance of common shares \| ATM offering
Subsequent Events
Shares issued (in shares)	1,292,500
Proceeds from issuing shares	$ 2,046
Net of transaction costs	$ 103

Subsequent Event - Sale of interest in subsidiaries (Details) - Sale of interests in subsidiaries $ in Millions	May 07, 2024 USD ($)
Subsequent Events
Percentage of ownership interest	45.00%
Initial cash payment	$ 30
Maximum amount commitment received to invest	130
South West Arkansas Project \| Equinor ASA
Subsequent Events
Commitment received to invest on development costs	40
East Texas properties \| Equinor ASA
Subsequent Events
Commitment received to invest in exploration and development costs	20
Standard Lithium subsidiaries \| Southwest Arkanas Project And East Texas
Subsequent Events
Maximum amount of milestone payments to receive	$ 70

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