UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM 10-Q

__________________________

~~(Mark One)~~


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

For the quarterly period ended ~~September 30, 2022~~March 31, 2023

orOR


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

For the transition period from _______ to ________

Commission File Number 001-38427

Piedmont Lithium Inc

~~PIEDMONT LITHIUM INC.~~.

(Exact name of Registrant as specified in its Charter)


Delaware			36-4996461
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
42 E Catawba Street Belmont, North Carolina			28012
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area ~~code:~~code: (704) 461-8000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, $0.0001 par value ~~$0.0001~~ per share

PLL

The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

~~Table~~ of ~~Contents~~

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ~~Securities~~ Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Emerging growth company

☐

Non-accelerated filer

☐

Smaller reporting ~~company~~

☐

~~Emerging growth~~ company

☐

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the ~~Securities~~ Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ~~Securities~~ Exchange Act).

Yes ☐ No ☒

As of ~~October 28, 2022,~~May 01, 2023, there were ~~18,010,228~~19,183,313 shares of the Registrant’s common stock outstanding.

Table of Contents

Part I - Financial Information

Item 1. Financial Statements.

PIEDMONT LITHIUM INC.

CONSOLIDATED BALANCE SHEETS


		(Unaudited)					(Unaudited)
		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Assets	Assets					Assets
Cash and cash equivalents	Cash and cash equivalents	$	117,588,915	$	64,244,983	Cash and cash equivalents	$	129,223,392	$	99,246,963
Other current assets	Other current assets	3,362,103		2,514,602		Other current assets	1,619,997		2,611,841
Total current assets	Total current assets	120,951,018		66,759,585		Total current assets	130,843,389		101,858,804
Property, plant and mine development, net	Property, plant and mine development, net	64,342,373		40,055,354		Property, plant and mine development, net	92,025,385		71,540,798
Other non-current assets	Other non-current assets	15,728,575		4,561,122		Other non-current assets	19,392,647		18,873,679
Equity method investments in unconsolidated affiliates	Equity method investments in unconsolidated affiliates	96,833,438		58,872,710		Equity method investments in unconsolidated affiliates	105,395,866		95,647,802
Total assets	Total assets	$	297,855,404	$	170,248,771	Total assets	$	347,657,287	$	287,921,083

Liabilities and Stockholders’ Equity	Liabilities and Stockholders’ Equity					Liabilities and Stockholders’ Equity
Accounts payable		$	1,959,376	$	1,262,744
Accrued expenses		4,664,569		5,425,498

Accounts payable and accrued expenses						Accounts payable and accrued expenses	11,516,115		12,861,514
Current portion of long-term debt	Current portion of long-term debt	458,572		762,189		Current portion of long-term debt	370,859		425,187
Other current liabilities	Other current liabilities	119,584		99,587		Other current liabilities	129,942		124,464
Total current liabilities	Total current liabilities	7,202,101		7,550,018		Total current liabilities	12,016,916		13,411,165
Long-term debt, net of current portion	Long-term debt, net of current portion	244,700		914,147		Long-term debt, net of current portion	99,833		163,425
Operating lease liabilities, net of current portion	Operating lease liabilities, net of current portion	1,210,230		—		Operating lease liabilities, net of current portion	1,142,344		1,176,709
Deferred tax liabilities	Deferred tax liabilities	3,814,015		—		Deferred tax liabilities	2,712,110		2,881,123
Total liabilities	Total liabilities	12,471,046		8,464,165		Total liabilities	15,971,203		17,632,422
Commitments and contingencies (Note 11)	Commitments and contingencies (Note 11)					Commitments and contingencies (Note 11)
Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Common stock; $0.0001 par value, 100,000,000 shares authorized; 17,994,576, and 15,894,395, shares issued and outstanding at September 30, 2022, and December 31, 2021, respectively		1,799		1,589
Common stock; $0.0001 par value, 100,000,000 shares authorized; 19,183,313 and 18,073,367 shares issued and outstanding at March 31, 2023, and December 31, 2022, respectively						Common stock; $0.0001 par value, 100,000,000 shares authorized; 19,183,313 and 18,073,367 shares issued and outstanding at March 31, 2023, and December 31, 2022, respectively	1,918		1,807
Additional paid-in capital	Additional paid-in capital	380,140,254		255,131,836		Additional paid-in capital	453,492,130		381,241,814
Accumulated deficit	Accumulated deficit	(94,754,054)		(92,683,000)		Accumulated deficit	(114,297,406)		(105,657,674)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(3,641)		(665,819)		Accumulated other comprehensive loss	(7,510,558)		(5,297,286)
Total stockholders’ equity	Total stockholders’ equity	285,384,358		161,784,606		Total stockholders’ equity	331,686,084		270,288,661
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	297,855,404	$	170,248,771	Total liabilities and stockholders’ equity	$	347,657,287	$	287,921,083

The accompanying notes are an integral part of these unaudited financial statements.

Table of Contents

PIEDMONT LITHIUM INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended March 31,
	2023		2022
Operating expenses:
Exploration and mine development costs	$	756,774	$	167,838
General and administrative expenses	8,621,450		5,578,005
Total operating expenses	9,378,224		5,745,843
Loss from equity method investments in unconsolidated affiliates	(2,742,364)		(3,389,503)
Loss from operations	(12,120,588)		(9,135,346)
Other income (expense):
Interest income	763,450		—
Interest expense	(14,517)		(42,396)
(Loss) gain from foreign currency exchange	(49,266)		23,110
Gain on dilution of equity method investments in unconsolidated affiliates	3,274,532		—
Total other income (expense)	3,974,199		(19,286)
Loss before taxes	(8,146,389)		(9,154,632)
Income tax expense	493,343		—
Net loss	$	(8,639,732)	$	(9,154,632)

Basic and diluted net loss per weighted-average share	$	(0.47)	$	(0.57)


Basic and diluted weighted-average number of shares outstanding	18,523,689		16,088,013

The accompanying notes are an integral part of these unaudited financial statements.

Table of Contents

PIEDMONT LITHIUM INC.

CONSOLIDATED STATEMENTS OF ~~OPERATIONS~~COMPREHENSIVE LOSS

(Unaudited)

Three Months Ended
September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
Operating expenses:
Exploration and mine development costs $ 434,177 $ 5,563,028 $ 1,484,889 $ 12,865,364
General and administrative expenses 7,160,482 4,818,647 20,199,852 11,506,078
Total operating expenses 7,594,659 10,381,675 21,684,741 24,371,442
Loss from equity method investments in unconsolidated affiliates (2,002,617) (410,538) (6,547,499) (475,164)
Loss from operations (9,597,276) (10,792,213) (28,232,240) (24,846,606)
Other income (expense):
Interest income 373,204 — 373,492 3,830
Interest expense (20,640) (59,051) (97,250) (191,966)
Loss from foreign currency exchange (35,469) (10,095) (60,118) (35,627)
Gain on dilution of equity method investments in unconsolidated affiliates 29,367,281 — 29,367,281 —
Total other income (expense) 29,684,376 (69,146) 29,583,405 (223,763)
Income (loss) before taxes 20,087,100 (10,861,359) 1,351,165 (25,070,369)
Income tax expense 3,422,219 — 3,422,219 —
Net income (loss) $ 16,664,881 $ (10,861,359) $ (2,071,054) $ (25,070,369)
Basic net income (loss) per weighted-average share $ 0.93 $ (0.68) $ (0.12) $ (1.64)
Diluted net income (loss) per weighted-average share $ 0.92 $ (0.68) $ (0.12) $ (1.64)
Basic weighted-average number of shares outstanding 17,965,858 15,863,027 17,343,309 15,242,261
Diluted weighted-average number of shares outstanding 18,081,486 15,863,027 17,343,309 15,242,261


	Three Months Ended March 31,
	2023		2022
Net loss	$	(8,639,732)	$	(9,154,632)
Other comprehensive income (loss):

Equity method investments adjustments in other comprehensive income (loss), net of tax(1)	(2,213,272)		193,644
Other comprehensive income (loss), net of tax	(2,213,272)		193,644
Comprehensive loss	$	(10,853,004)	$	(8,960,988)

__________________________

(1)Equity method investments income in other comprehensive income (loss) is presented net of tax benefit of $662,356 for the three months ended March 31, 2023. We did not reflect a tax expense during the three months ended March 31, 2022 because we had a full tax valuation allowance in impacted jurisdictions during this period.

The accompanying notes are an integral part of these unaudited financial statements.

Table of Contents

PIEDMONT LITHIUM INC.

CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE INCOME (LOSS)~~CASH FLOWS

(Unaudited)

Three Months Ended
September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
Net income (loss) $ 16,664,881 $ (10,861,359) $ (2,071,054) $ (25,070,369)
Other comprehensive income (loss):
Equity method investments income in other comprehensive income (loss), net of tax(1)
811,301 105,263 662,178 73,975
Other comprehensive income, net of tax 811,301 105,263 662,178 73,975
Comprehensive income (loss) $ 17,476,182 $ (10,756,096) $ (1,408,876) $ (24,996,394)

~~__________________________~~

~~(1)~~Equity method investments income in other comprehensive income (loss) is presented net of tax expense of $391,796 for the three and nine months ended September 30, 2022. We did not reflect a tax expense during the three and nine months ended September 30, 2021 because we had a full tax valuation allowance in impacted jurisdictions during these periods.


	Three Months Ended March 31,
	2023		2022
Cash flows from operating activities:
Net loss	$	(8,639,732)	$	(9,154,632)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	1,124,973		(127,766)
Loss from equity method investments in unconsolidated affiliates	2,742,364		3,389,503
Gain on dilution of equity method investments in unconsolidated affiliates	(3,274,532)		—
Deferred taxes	493,343		—
Depreciation	45,018		5,062
Noncash lease expense	35,197		32,251

Unrealized loss (gain) on investment	7,803		(20,770)
Changes in operating assets and liabilities:
Other assets	1,298,216		919,363
Operating lease liabilities	(29,363)		(29,945)
Accounts payable	(660,760)		(539,596)
Accrued expenses and other current liabilities	(2,654,659)		(3,322,479)
Net cash used in operating activities	(9,512,132)		(8,849,009)
Cash flows from investing activities:

Capital expenditures	(18,518,044)		(5,619,034)
Advances on Ewoyaa Lithium Project (Ghana)	(868,340)		(3,632,483)
Purchases of equity investments in unconsolidated affiliates	(12,091,524)		(2,046,207)
Net cash used in investing activities	(31,477,908)		(11,297,724)
Cash flows from financing activities:
Proceeds from issuances of common stock, net of issuance costs	71,084,389		122,059,476

Principal payments on long-term debt	(117,920)		(247,234)

Net cash provided by financing activities	70,966,469		121,812,242
Net increase in cash	29,976,429		101,665,509
Cash and cash equivalents at beginning of period	99,246,963		64,244,983

Cash and cash equivalents at end of period	$	129,223,392	$	165,910,492

Supplemental disclosure of cash flow information:
Noncash capital expenditures in accounts payable and accrued expenses	$	7,438,024	$	2,421,433
Cash paid for interest	14,517		42,397
Capitalized stock-based compensation	41,065		41,858

The accompanying notes are an integral part of these unaudited financial statements.

Table of Contents

PIEDMONT LITHIUM INC.

CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~CHANGES IN EQUITY

(Unaudited)

Nine Months Ended
September 30,
2022 2021
Cash flows from operating activities:
Net loss $ (2,071,054) $ (25,070,369)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense 2,643,433 1,851,805
Loss from equity method investments in unconsolidated affiliates 6,547,499 475,164
Gain on dilution of equity method investments in unconsolidated affiliates (29,367,281) —
Deferred taxes 3,422,219 —
Depreciation 32,475 6,485
Noncash lease expense 72,253 113,914
Loss on sale of property, plant and mine development 11,542 —
Unrealized loss on investment 51,969 —
Changes in operating assets and liabilities:
Other assets (959,175) (2,374,222)
Operating lease liabilities (68,819) (115,551)
Accounts payable 270,493 576,344
Accrued expenses and other current liabilities (2,627,020) 2,547,983
Net cash used in operating activities (22,041,466) (21,988,447)
Cash flows from investing activities:
Capital expenditures (21,891,950) (22,352,553)
Advances on Ewoyaa Lithium project (Ghana) (9,815,418) —
Purchases of equity investments in unconsolidated affiliates (14,086,972) (58,940,518)
Net cash used in investing activities (45,794,340) (81,293,071)
Cash flows from financing activities:
Proceeds from issuances of common stock, net of issuance costs 122,059,476 114,087,891
Proceeds from exercise of stock options 93,326 773,251
Principal payments on long-term debt (973,064) (563,466)
Net cash provided by financing activities 121,179,738 114,297,676
Net increase in cash 53,343,932 11,016,158
Cash and cash equivalents at beginning of period 64,244,983 70,936,994
Cash and cash equivalents at end of period $ 117,588,915 $ 81,953,152
Supplemental disclosure of cash flow information:
Noncash capital expenditures in accounts payable and accrued expenses $ 2,226,692 $ —
Cash paid for interest 97,250 191,966
Capitalized stock-based compensation 212,393 —
Noncash acquisitions of mining interests financed by sellers — 241,002


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares	Amount
December 31, 2022	18,073,367	$	1,807	$	381,241,814	$	(105,657,674)	$	(5,297,286)	$	270,288,661
Issuance of common stock, net	1,096,535	110		71,084,279		—		—		71,084,389
Stock-based compensation, net of forfeitures	—	—		1,166,038		—		—		1,166,038
Shares issued for exercise/vesting of share-based compensation awards	13,411	1		(1)		—		—		—


Equity method investment adjustments in other comprehensive income (loss), net of tax	—	—		—		—		(2,213,272)		(2,213,272)
Net loss	—	—		—		(8,639,732)		—		(8,639,732)
March 31, 2023	19,183,313	$	1,918	$	453,492,130	$	(114,297,406)	$	(7,510,558)	$	331,686,084


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares	Amount
December 31, 2021	15,894,395	$	1,589	$	255,131,836	$	(92,683,000)	$	(665,819)	$	161,784,606
Issuance of common stock, net	2,012,500	201		122,059,275		—		—		122,059,476
Stock-based compensation, net of forfeitures	—	—		(85,908)		—		—		(85,908)
Shares issued for exercise/vesting of share-based compensation awards	22,631	3		(3)		—		—		—


Equity method investment adjustments in other comprehensive income (loss), net of tax	—	—		—		—		193,644		193,644
Net loss	—	—		—		(9,154,632)		—		(9,154,632)
March 31, 2022	17,929,526	$	1,793	$	377,105,200	$	(101,837,632)	$	(472,175)	$	274,797,186

The accompanying notes are an integral part of these unaudited financial statements.

~~Table~~ of ~~Contents~~

~~PIEDMONT LITHIUM INC.~~

~~CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY~~

~~(Unaudited)~~

Common Stock Additional
Paid-In
Capital Accumulated
Deficit Accumulated
Other
Comprehensive Income
(Loss) Total
Stockholders’
Equity
Shares Amount
December 31, 2021 15,894,395 $ 1,589 $ 255,131,836 $ (92,683,000) $ (665,819) $ 161,784,606
Issuance of common stock, net 2,012,500 201 122,059,275 — — 122,059,476
Stock-based compensation, net of forfeitures — — (85,908) — — (85,908)
Shares issued for exercise/vesting of share-based compensation awards 22,631 3 (3) — — —
Equity method investments income in other comprehensive income (loss), net of tax — — — — 193,644 193,644
Net loss — — — (9,154,632) — (9,154,632)
March 31, 2022 17,929,526 1,793 377,105,200 (101,837,632) (472,175) 274,797,186
Stock-based compensation, net of forfeitures — — 1,591,231 — — 1,591,231
Shares issued for exercise/vesting of stock-based compensation awards 35,337 3 93,323 — — 93,326
Equity method investments loss in other comprehensive income (loss), net of tax — — — — (342,767) (342,767)
Net loss — — — (9,581,303) — (9,581,303)
June 30, 2022 17,964,863 1,796 378,789,754 (111,418,935) (814,942) 266,557,673
Stock-based compensation, net of forfeitures — — 1,350,503 — — 1,350,503
Shares issued for exercise/vesting of stock-based compensation awards 29,713 3 (3) — — —
Equity method investments income in other comprehensive income (loss), net of tax — — — — 811,301 811,301
Net income — — — 16,664,881 — 16,664,881
September 30, 2022 17,994,576 $ 1,799 $ 380,140,254 $ (94,754,054) $ (3,641) $ 285,384,358

~~The accompanying notes are an integral part of these unaudited financial statements.~~

~~Table~~ of ~~Contents~~

~~PIEDMONT LITHIUM INC.~~

~~CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY~~

~~(Unaudited)~~

Common Stock Additional
Paid-In
Capital Accumulated
Deficit Accumulated
Other
Comprehensive Income
(Loss) Total
Stockholders’
Equity
Shares Amount
December 31, 2020 13,914,731 $ 1,375 $ 137,249,496 $ (57,125,635) $ (796,565) $ 79,328,671
Issuance of common stock, net 1,750,000 175 114,087,716 — — 114,087,891
Stock-based compensation — — 406,488 — — 406,488
Shares issued for exercise/vesting of share-based compensation awards 13,356 — 30,452 — — 30,452
Net loss — — — (6,576,038) — (6,576,038)
March 31, 2021 15,678,087 1,550 251,774,152 (63,701,673) (796,565) 187,277,464
Stock-based compensation — — 611,808 — — 611,808
Shares issued for exercise/vesting of stock-based compensation awards 81,446 — 185,699 — — 185,699
Conversion of performance rights 5,000 — — — — —
Equity method investments loss in other comprehensive loss, net of tax — — — — (31,288) (31,288)
Net loss — — — (7,632,972) — (7,632,972)
June 30, 2021 15,764,533 1,550 252,571,659 (71,334,645) (827,853) 180,410,711
Stock-based compensation — — 833,509 — — 833,509
Shares issued for exercise/vesting of stock-based compensation awards 104,862 10 557,090 — — 557,100
Equity method investments income in other comprehensive loss, net of tax — — — — 105,263 105,263
Net loss — — — (10,861,359) — (10,861,359)
September 30, 2021 15,869,395 $ 1,560 $ 253,962,258 $ (82,196,004) $ (722,590) $ 171,045,224

~~The accompanying notes are an integral part of these unaudited financial statements.~~

Table of Contents

PIEDMONT LITHIUM INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.DESCRIPTION OF COMPANY

Nature of Business

Piedmont Lithium Inc. (“Piedmont Lithium,” “we,” “our,” “us,” or “Company”) is a United States (“U.S.”) based, ~~development stage company advancing a~~development-stage multi-asset, integrated lithium business in support of a clean energy economy as well as U.S. and ~~America’s national~~global energy security. We plan to supply lithium hydroxide to the electric vehicle and battery manufacturing supply chains in North America by processing spodumene concentrate produced from assets we own or in which we have an economic interest.

Our portfolio of projects ~~include~~includes our Tennessee Lithium project (“Tennessee Lithium”), a proposed merchant lithium hydroxide manufacturing plant in McMinn County, Tennessee and our Carolina Lithium ~~and Tennessee Lithium projects~~project (“Carolina Lithium”), a proposed, fully integrated spodumene concentrate-to-lithium hydroxide project in ~~the southeastern U.S. and~~Gaston County, North Carolina. The balance of our project portfolio includes strategic investments in lithium assets in Quebec, Canada and ~~Ghana. Subject~~Ghana, West Africa. Commercial production of spodumene concentrate commenced in Quebec in March 2023, and near-term revenue generation is anticipated with first shipments to ~~obtaining permits~~customers targeted for the third quarter of 2023. Production of spodumene concentrate is expected to begin in Ghana in 2025, subject to permitting and ~~approvals, we~~approvals. Lithium resources from Atlantic Lithium Limited’s Ewoyaa project are intended to serve as the primary feedstock for lithium hydroxide conversion at Tennessee Lithium, which is targeted to begin production in 2026. We plan to ~~develop our operations with the aim of our equity method investments bringing~~produce spodumene concentrate ~~production online in 2023 (Quebec)~~ and ~~2024 (Ghana), and our~~ lithium hydroxide production online in 2025 (Tennessee) and 2026 (North Carolina). Our investments in Canada should provide the opportunity for near-term revenue through production and offtake of spodumene concentrate. Offtake agreements from our international investments are expected to supply spodumene concentrate to our Tennessee Lithium project for conversion to lithium hydroxide, while our proposedat Carolina Lithium beginning in 2027.

The timelines described above are subject to permitting, approvals, funding, successful project ~~is a fully integrated spodumene-to-hydroxide operation in North Carolina.~~execution, and market dynamics. These diversified operations should enable us to play a pivotal role in supporting ~~America’s~~U.S. and global energy independence ~~and the electrification of transportation and energy storage.~~

~~Change in Fiscal Year-End~~

~~Effective January 1, 2022, we changed our fiscal year end from June 30 to December 31. The six-month period from July 1, 2021, to December 31, 2021, served~~ as a ~~transition period. Our fiscal year for 2022 commenced on January 1, 2022,~~key contributor to the electric vehicle and ~~will end on December 31, 2022. See our Transition Report on Form 10-KT (“Transition Report”) filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2022.~~battery manufacturing supply chains.

Basis of Presentation

~~The accompanying~~Our unaudited consolidated financial statements and related notes have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and in conformity with the rules and regulations of the ~~SEC applicable to interim financial information.~~Securities and Exchange Commission (the “SEC”). The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Unless otherwise indicated, all references to “$” are to U.S. dollars, and all references to “AUD” are to Australian dollars. Our reporting currency is U.S. ~~dollars.~~dollars, and we operate on a calendar fiscal year. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Therefore, these unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our amended Annual Report on Form ~~10-KT~~10-K/A for the ~~six-month transition period~~year ended December 31, ~~2021.~~2022. These unaudited consolidated financial statements reflect all adjustments and reclassifications, that, in the opinion of management are considered necessary for a fair statement of the results of operations, financial position, and cash flows for the periods presented. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the year ending December 31, ~~2022,~~2023, for any other interim period, or for any other future fiscal year.

Certain prior period amounts have been reclassified to conform with the current period presentation including reclassification of the Company’s proportional share of income in equity investments into operating income. See Note 3—Equity Method Investments in Unconsolidated Affiliates for further discussion.

Piedmont Lithium acquired all of the issued and outstanding ordinary shares of Piedmont Lithium Pty Ltd (formerly named Piedmont Lithium Limited) (“Piedmont Australia”), our Australian predecessor and currently a wholly-owned subsidiary, pursuant to a Scheme of Arrangement under Australian law, which was approved by Piedmont Australia’s shareholders on February 26, 2021 and by the Supreme Court of Western Australia on May 5, 2021 (collectively referred to as “Redomiciliation”). As part of the Redomiciliation, we changed our place of domicile from Australia to the state of Delaware in the U.S., effective May 17, 2021.

Piedmont Australia’s ordinary shares were listed on the Australian Securities Exchange (“ASX”), and Piedmont Australia’s American Depositary Shares (“ADSs”), each representing 100 of Piedmont Australia’s ordinary shares, were traded on the Nasdaq Capital Market (“Nasdaq”). Following the approval of the Redomiciliation, we moved the primary listing of our shares of common stock from

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~~the ASX to Nasdaq and retained an ASX listing via Chess Depositary Interests (“CDIs”), each representing 1/100th of a share of common stock of Piedmont Lithium Inc.~~

All issued and outstanding shares of our common stock and per share amounts have been retroactively adjusted in these unaudited consolidated financial statements to reflect the 100:1 ratio and share consolidation. Shares of our common stock issued in connection with the Redomiciliation trade on Nasdaq under the symbol “PLL.”

~~Risk and Uncertainties~~

We are subject to a number of risks similar to those of other companies of similar size in our industry, including but not limited to, the success of our exploration and development activities, success of our equity investments in international projects, construction and permitting delays, the need for additional capital or financing to fund operating losses, competition from substitute products and services from larger companies, protection of proprietary technology, litigation, and dependence on key individuals.

We have accumulated deficits of $94.8 million, and $92.7 million as of September 30, 2022 and December 31, 2021, respectively. We have incurred net losses and utilized cash in operations since inception, and we expect to incur future additional losses. We have cash available on hand and believe this cash will be sufficient to fund our operations and meet our obligations as they come due for at least one year from the date these unaudited consolidated financial statements are issued. In the event our cash requirements change during the next twelve months, management has the ability and commitment to make corresponding changes to our operating expenses as necessary. Until commercial production is achieved from our planned operations, we will continue to incur operating and investing net cash outflows associated with, among other things, funding capital projects, development stage technical studies, permitting activities associated with our projects, funding our commitments in Quebec and Ghana, maintaining and acquiring exploration properties and undertaking ongoing exploration activities. Our long-term success is dependent upon our ability to successfully raise additional capital or financing or enter into strategic partnership opportunities. Our long-term success is also dependent upon our ability to obtain certain permits and approvals, develop our planned portfolio of projects, earn revenues, and achieve profitability.

Our unaudited consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions, and allocations that affect amounts reported in the consolidated financial statements and related notes. Significant items that are subject to such estimates and assumptions include, but are not limited to, long-lived assets, fair value of stock-based compensation awards, income tax uncertainties, valuation of deferred tax assets, contingent assets and liabilities, legal claims, asset impairments, and environmental remediation. Actual results could differ due to the uncertainty inherent in the nature of these estimates.

We base our estimates and assumptions on current facts, historical experience, and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and

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liabilities and the accrual of costs and expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from our estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Risk and Uncertainties

We have accumulated deficits of $114.3 million and $105.7 million as of March 31, 2023 and December 31, 2022, respectively. We have incurred net losses and utilized cash in operations since inception, and we expect to incur future additional losses. We have cash available on hand and believe this cash will be sufficient to fund our operations and meet our obligations as they come due for at least one year from the date these unaudited consolidated financial statements are issued. In the event our cash requirements change during the next twelve months, management has the ability and commitment to make corresponding changes to our operating expenses as necessary. Until commercial production is achieved from our planned operations, we will continue to incur operating and investing net cash outflows associated with, among other things, funding capital projects, development-stage technical studies, permitting activities associated with our projects, funding our expected commitments in Quebec and Ghana, maintaining and acquiring exploration properties and undertaking ongoing exploration activities. Our long-term success is dependent upon our ability to successfully raise additional capital or financing or enter into strategic partnership opportunities. Our long-term success is also dependent upon our ability to obtain certain permits and approvals, develop our planned portfolio of projects, earn revenues, and achieve profitability.

Significant Accounting Policies

~~Exploration and Mine Development Costs~~

We incur costs in resource exploration, evaluation and development during the different phases of our resource development projects. Exploration costs incurred before the declaration of proven and probable reserves, which primarily include exploration, drilling, engineering, metallurgical test-work, and compensation for employees associated with exploration activities, are expensed as incurred. WeThere have also expensed as incurred engineering costs attributable to the evaluation of land for our future lithium hydroxide conversion plants and spodumene concentrator, development project management costs, feasibility studies and other project expenses that do not qualify for capitalization. After proven and probable reserves are declared, exploration and mine development costs necessary to bring the properties to commercial capacity, increase their capacity or extend their useful life are capitalized.

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~~Mine Development~~

Mine development assets include engineering and metallurgical test-work, drilling and other related costs to delineate an ore body, and the removal of overburden to initially expose an ore body at open pit surface mines. Costs incurred before mineral resources are classified as proven and probable reserves are expensed and recorded to “Exploration and mine development costs” in our statements of operations. Capitalization of mine development project costs begins once mineral resources are classified as proven and probable reserves. Drilling and related costs are capitalized for an ore body where proven and probable reserves exist and the activities are directed at obtaining additional information on the ore body or converting mineralized material to proven and probable reserves. All other drilling and related costs are expensed as incurred. The cost of removing overburden and waste materials to access the ore body at an open pit mine prior to the production phase are referred to as pre-stripping costs. Pre-stripping costs will be capitalized during the development of an open pit mine. The removal, production, and sale of de minimis salable materials may occur during the development phase of an open pit mine and are assigned incremental mining costs related to the removal of that material. Mine development assets will be depleted using the units-of-production method based on estimated recoverable metric tons in proven and probable reserves. To the extent that these costs benefit an entire ore body, they will be depleted over the estimated life of the ore body. As of September 30, 2022, we hadbeen no ~~projects in the production phase, and we did not record depletion expense for any of our mine development assets.~~

~~Equity Method Investments in Unconsolidated Affiliates~~

~~We apply the equity method of accounting for investments when we have~~ significant influence, but not controlling interest in the investee. Judgment regarding the level of influence over each equity method investment includes key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions, operational decision-making authority, and material intercompany transactions. Under this method of accounting, our proportionate share of the net income (loss) resulting from these investments is reported in “Loss from operations” in the consolidated statements of operations since the activities of the investees are closely aligned with, and a critical part of, our operations. The carrying value of our equity method investments is reported as “Equity method investments in unconsolidated affiliates” in our consolidated balance sheets. For all equity method investments, we record our share of an investee’s income or loss on a one quarter lag. We evaluate material events occurring during the quarter lag to determine whether the effects of such events should be disclosed in our financial statements. We classify distributions received from equity method investments using the cumulative earnings approach on our consolidated statements of cash flows. A change in our proportionate share of an investee’s equity resulting from issuance of common shares or in-substance common shares by the investee to third parties is recorded as a gain or loss in our consolidated statements of operations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 323, “~~Investments-Equity Method and Joint Ventures”~~ ~~(Subtopic10-40-1). We assess investments for impairment whenever events or~~ changes in ~~circumstances indicate that the carrying value~~accounting policies as of an investment may not be recoverable. If the decline in value is considered to be other than temporary, the investment is written down to its estimated fair value, which establishes a new cost basis in the investment. We did not record any such impairment charges for any periods presented.

March 31, 2023. For a further discussion of our significant accounting policies, see Note 2—Summary of Significant Accounting Policies within Part II, Item 8 of our ~~Transition~~Annual Report for the ~~six-month period~~year ended December 31, ~~2021.~~2022.

Recently Issued and Adopted Accounting Pronouncements

We have considered the applicability and impact of all recently issued accounting pronouncements and have determined that they were either not applicable or were not expected to have a material impact on our unaudited consolidated financial statements.

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2.PROPERTY, PLANT AND MINE DEVELOPMENT

Property, plant and mine development, net, is presented in the following table:


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Mining interests	Mining interests	$	54,955,840	$	39,303,043	Mining interests	$	68,582,367	$	56,119,627
Mine development	Mine development	2,461,131		—		Mine development	3,608,158		3,050,239
Land	Land	688,829		688,829		Land	720,033		720,033
Leasehold improvements	Leasehold improvements	276,421		—		Leasehold improvements	313,096		281,008
Facilities and equipment	Facilities and equipment	548,698		107,248		Facilities and equipment	708,113		675,795
Construction in process	Construction in process	5,456,049		—		Construction in process	18,224,001		10,779,566
Property, plant and mine development	Property, plant and mine development	64,386,968		40,099,120		Property, plant and mine development	92,155,768		71,626,268
Accumulated depreciation	Accumulated depreciation	(44,595)		(43,766)		Accumulated depreciation	(130,383)		(85,470)
Property, plant and mine development, net	Property, plant and mine development, net	$	64,342,373	$	40,055,354	Property, plant and mine development, net	$	92,025,385	$	71,540,798

Depletion of mining interests and mine development assets does not commence until the assets are placed in service. As of ~~September 30, 2022,~~March 31, 2023, we have not recorded depletion expense for any of our mining interests or mine development assets.

Mining interests and mine development costs relate to ~~our~~ Carolina ~~Lithium project. The vast majority of our~~Lithium. Our construction in process relates to capitalized costs associated with ~~our~~ Tennessee Lithium and Carolina ~~Lithium projects.~~Lithium.

Depreciation expense is included in “General and administrative expenses” in our consolidated statements of operations. Depreciation expense was ~~$21,267~~$45,018, and ~~$3,733~~$5,062 for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021, respectively, and $32,475 and $6,485 for the nine months ended September 30, 2022 and 2021,~~ respectively.

3.EQUITY METHOD INVESTMENTS IN UNCONSOLIDATED AFFILIATES

We apply the equity method to investments when we have the ability to exercise significant influence over the operational decision-making authority and financial policies of the investee. We account for our existing investments in Atlantic Lithium Limited (“Atlantic Lithium”), Sayona Mining Limited (“~~Sayona”~~Sayona Mining”), and Sayona Quebec Inc. (“Sayona Quebec”), a subsidiary of Sayona ~~and Piedmont Lithium,~~Mining, as equity method investments.

We continue to evaluate operational developments and the impact of the anticipated significant expansion of the operations of our existing equity method investments. As discussed below, Atlantic Lithium’s completion of a ~~prefeasibility~~technical study for the Ewoyaa Lithium ~~project~~Project (“Ewoyaa”), along with the ~~anticipated~~ restart of Sayona Quebec’s North American Lithium ~~operations, was~~(“NAL”) project, were impactful to the consideration of how we most appropriately reflect our proportional share of income (loss) from our three existing equity method investments. Offtake agreements with our equity method investments are expected to initially supply spodumene concentrate, which may be resold into the market. Upon completion of construction of the Tennessee Lithium project, our equity method investments are expected to supply the majority of the spodumene concentrate ~~to our wholly-owned~~required by Tennessee Lithium ~~project~~ for conversion to lithium ~~hydroxide, or re-sell into the market.~~hydroxide. Based on our analysis, it was determined that our equity method investments have evolved into a critical, integrated part of our ongoing operations. We have determined this justifies a more meaningful and transparent presentation of our proportional share of income (loss) in our equity method investments as a component of our operating income. As a result, we have reclassified our share of income (loss) in equity method investments to operating income for all periods presented.

Our share of the income (loss) from Atlantic Lithium, Sayona Mining, and Sayona Quebec is recorded on a one quarter lag within “Loss from ~~operations”~~equity method investments in unconsolidated affiliates” in our consolidated statements of operations.

Below is a summary of our equity method investments as of ~~September 30, 2022.~~March 31, 2023.

Sayona Mining

We own an equity interest of approximately 14% in Sayona Mining, an Australian company publicly listed on the ~~ASX,~~Australian Securities Exchange (“ASX”), and have formed a strategic partnership with Sayona Mining to explore, evaluate, develop, mine, and ~~ultimately~~ produce spodumene concentrate in Quebec, Canada.

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During the three months ended December 31, 2022, Sayona ~~completed equity offerings~~Mining raised additional capital through share issuances of its ~~shares of~~ common ~~stock to raise additional capital. The~~stock. We did not participate in these share issuances, ~~of additional shares reduced our ownership interest in Sayona. These shares~~which were issued at a valuation greater than the carrying value of our ownership interest. As a result, our ownership interest ~~which~~in Sayona Mining was diluted ~~by not participating in these equity offerings. As a result,~~and declined. In the three months ended March 31, 2023, we recognized a noncash gain of ~~$29.4~~$3.3 million because our ownership interest in Sayona Mining was diluted at a valuation greater than the ~~three and nine months ended September 30, 2022. The additional share issuances were made during Sayona’s fiscal year ended June 30, 2022.~~carrying value of our ownership interest. We recorded the ~~cumulative~~ gain inwithin “Gain on dilution of equity method investments in unconsolidated affiliates” in our consolidated statements of operations. ~~Certain portions of the gain related to prior periods which were determined by management to be immaterial.~~

Sayona Quebec

We own an equity interest of 25% in Sayona Quebec for the purpose of furthering our investment and strategic partnership in Quebec, Canada with ~~Sayona.~~Sayona Mining. The remaining 75% equity interest is held by ~~Sayona.~~Sayona Mining. Sayona Quebec holds a 100% interest in ~~the existing lithium mining operations~~NAL, which consists of ~~North American Lithium,~~a surface mine and a concentrator plant, as well as the Authier Lithium ~~project~~Project and the Tansim Lithium ~~project.~~Project.

We have a long-term ~~supply~~offtake agreement with Sayona Quebec under which Sayona Quebec will supply Piedmont Lithium the greater of 113,000 metric tons per year or 50% of spodumene concentrate production on a life-of-mine basis. Purchases of spodumene concentrate by Piedmont Lithium from Sayona Quebec are subject to market pricing with a price floor of $500 per metric ton and a price ceiling of $900 per metric ton.

In addition to spodumene mining and concentrate production, the ~~North American Lithium~~NAL complex also includes a partially completed lithium carbonate refinery, which was developed by a prior operator of ~~North American Lithium. In the event~~NAL. If Piedmont Lithium and Sayona Mining decide to jointly construct and operate a lithium conversion plant through their ~~jointly owned~~jointly-owned entity, Sayona Quebec, then spodumene concentrate produced from ~~North American Lithium~~NAL would be preferentially delivered to that conversion plant upon commencement of conversion operations. Any remaining spodumene concentrate not delivered to a ~~jointly owned~~jointly-owned conversion plant would first be delivered to Piedmont Lithium up to Piedmont Lithium’s offtake right and then to third parties. Any decision to construct jointly-owned lithium conversion capacity must be agreed upon by both parties.

Atlantic Lithium

We own an equity interest of approximately 9% in Atlantic Lithium, an Australian company publicly listed on the Alternative Investment Market of the London Stock Exchange and the ~~ASX, and~~ASX. We have formed a strategic partnership with Atlantic Lithium to explore, evaluate, mine, develop, and ultimately produce spodumene concentrate in Ghana. We have the right to acquire a 50% equity interest in Atlantic Lithium’s Ghanaian-based lithium portfolio companies, which includes Ewoyaa, (collectively, “Atlantic Lithium Ghana”), which are wholly-owned subsidiaries of Atlantic Lithium, through current and future ~~staged~~phased investments.

We have a long-term ~~supply~~offtake agreement whereby Atlantic Lithium will sell 50% of spodumene concentrate produced in Ghana for the life of the mine to Piedmont Lithium, subject to us electing to exercise our option to fund construction costs of ~~the Ewoyaa project.~~Ewoyaa. See Note 5—Other Assets.

The following tables summarize the carrying amounts, including changes therein, of our equity method investments:


		Three Months Ended September 30, 2022									Three Months Ended March 31, 2023
		Sayona		Sayona Quebec		Atlantic Lithium		Total			Sayona Mining		Sayona Quebec		Atlantic Lithium		Total
Balance at beginning of period		$	17,117,606	$	33,047,198	$	14,068,805	$	64,233,609
Balance at December 31, 2022										Balance at December 31, 2022	$	44,619,404	$	39,763,008	$	11,265,390	$	95,647,802
Additional investments(1)	Additional investments(1)	—		4,032,068		—		4,032,068		Additional investments(1)	101,616		11,989,908		—		12,091,524

Gain (loss) on dilution of equity method investments (1)		29,401,727		—		(34,446)		29,367,281
Gain on dilution of equity method investments (2)										Gain on dilution of equity method investments (2)	3,274,532		—		—		3,274,532
Loss from equity method investments	Loss from equity method investments	(228,393)		(453,986)		(1,320,238)		(2,002,617)		Loss from equity method investments	(1,041,284)		(1,269,403)		(431,677)		(2,742,364)
Share of income (loss) from equity method investments included in other comprehensive income (loss)	Share of income (loss) from equity method investments included in other comprehensive income (loss)	1,336,618		—		(133,521)		1,203,097		Share of income (loss) from equity method investments included in other comprehensive income (loss)	(2,766,404)		64,869		(174,093)		(2,875,628)
Balance at end of period		$	47,627,558	$	36,625,280	$	12,580,600	$	96,833,438
Balance at March 31, 2023										Balance at March 31, 2023	$	44,187,864	$	50,548,382	$	10,659,620	$	105,395,866

____________________________________________________________________________

~~__________________________~~(1)Additional investments in Sayona Quebec totaling $4.5 million have been made beginning April 1, 2023, through the date of this filing.

~~(1)~~ (2)Gain ~~(loss)~~ on dilution of equity method investments relates ~~to: (i)~~to issuances of additional shares of Sayona Mining, as discussed above, which reduced our ownership interest in Sayona Mining, and as a result, we recognized a noncash gain of ~~$29.4 million and (ii) the exercise of certain Atlantic Lithium stock options and share grants which resulted in a reduction of our ownership in Atlantic Lithium.~~$3.3 million.

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Three Months Ended September 30, 2021
Sayona Sayona Quebec Atlantic Lithium Total
Balance at beginning of period $ 11,194,905 $ 5,067,593 $ — $ 16,262,498
Additional investments 7,183,273 19,449,545 15,949,288 42,582,106
Loss from equity method investments (374,151) (36,387) — (410,538)
Share of income (loss) from equity method investments included in other comprehensive loss 105,263 — — 105,263
Balance at end of period $ 18,109,290 $ 24,480,751 $ 15,949,288 $ 58,539,329


	Three Months Ended March 31, 2022
	Sayona Mining		Sayona Quebec		Atlantic Lithium		Total
Balance at December 31, 2021	$	18,256,488	$	25,215,851	$	15,400,371	$	58,872,710
Additional investments	46,304		1,999,903		—		2,046,207


Loss from equity method investments	(1,421,471)		(1,066,637)		(901,395)		(3,389,503)
Share of income from equity method investments included in other comprehensive income (loss)	64,515		44,760		84,369		193,644
Balance at March 31, 2022	$	16,945,836	$	26,193,877	$	14,583,345	$	57,723,058

Nine Months Ended September 30, 2022
Sayona Sayona Quebec Atlantic Lithium Total
Balance at beginning of period $ 18,256,488 $ 25,215,851 $ 15,400,371 $ 58,872,710
Additional investments 1,075,921 13,011,051 — 14,086,972
Gain (loss) on dilution of equity method investments (1)
29,401,727 — (34,446) 29,367,281
Loss from equity method investments (2,507,711) (1,646,382) (2,393,406) (6,547,499)
Share of income (loss) from equity method investments included in other comprehensive loss 1,401,133 44,760 (391,919) 1,053,974
Balance at end of period $ 47,627,558 $ 36,625,280 $ 12,580,600 $ 96,833,438
~~__________________________~~

(1) Gain (loss) on dilution of equity method investments relates to: (i) issuances of additional shares of Sayona, as discussed above, which reduced our ownership interest in Sayona, and as a result, we recognized a noncash gain of $29.4 million and (ii) the exercise of certain Atlantic Lithium stock options and share grants which resulted in a reduction of our ownership in Atlantic Lithium.

Nine Months Ended September 30, 2021
Sayona Sayona Quebec Atlantic Lithium Total
Balance at beginning of period $ — $ — $ — $ —
Additional investments 18,474,092 24,517,138 15,949,288 58,940,518
Loss from equity method investments (438,777) (36,387) — (475,164)
Share of income (loss) from equity method investments included in other comprehensive loss 73,975 — — 73,975
Balance at end of period $ 18,109,290 $ 24,480,751 $ 15,949,288 $ 58,539,329

As of September 30, 2022
Sayona Sayona Quebec Atlantic Lithium
Fair value of equity investments where market values from publicly traded entities are readily available $ 178,254,197 Not publicly traded $ 28,440,000

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The following tables present summarized financial information included in our share of income (loss) from equity method investments noted above for our significant equity investments. The balances below were compiled from information provided to us by each investee and are presented in accordance with U.S. GAAP:

Three Months Ended September 30,
2022 2021
Sayona Sayona Quebec Atlantic Lithium Sayona Sayona Quebec
Revenue $ — $ — $ — $ — $ —
Net loss from operations (1,584,963) (1,815,945) (13,458,082) (1,880,157) (145,550)
Other comprehensive income (loss), net of tax 9,275,626 — (1,361,066) 528,961 —
Comprehensive income (loss) 7,690,663 (1,815,945) (14,819,148) (1,351,196) (145,550)

Nine Months Ended September 30,
2022 2021
Sayona Sayona Quebec Atlantic Lithium Sayona Sayona Quebec
Revenue $ — $ — $ — $ — $ —
Net loss from operations (15,397,751) (6,585,527) (24,287,222) (2,204,911) (145,550)
Other comprehensive income (loss), net of tax 9,666,593 179,041 (3,968,514) 371,737 —
Comprehensive loss (5,731,158) (6,406,486) (28,255,736) (1,833,174) (145,550)


	As of March 31, 2023
	Sayona Mining		Sayona Quebec	Atlantic Lithium
Fair value of equity investments where market values from publicly traded entities are readily available	$	166,950,588	Not publicly traded	$	21,443,760

4.FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

We follow FASB ASC Topic 820, “Fair Value Measurement and Disclosure,” which establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy categorizes assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The three levels are defined as follows:

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

Level 2:Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived from observable market data by correlation or other means.

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

The level within which the financial asset or liability is classified is determined based on the lowest level of significant input to the fair value measurement.

Measurement of Fair Value

Our financial instruments consist primarily of cash and cash equivalents, investments in equity securities, trade and other payables, and long-term debt as follows:

•~~Long-term debt~~Other financial instruments—~~As of September 30, 2022 and December 31, 2021, we had $0.7 million and $1.7 million, respectively, of principal debt outstanding associated with seller financed loans.~~ The carrying amounts of cash and cash equivalents, and trade and other payables approximate fair value ~~of our long-term debt approximates its estimated fair value.~~due to their short-term nature.

•Investments in equity securities—As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, we had $0.5 million and $0.5 million, respectively, of investments in equity securities which are recorded at fair value based on Level 3 inputs. See Note 5—Other Assets.

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•~~Other financial instruments~~Long-term debt—As of March 31, 2023 and December 31, 2022, we had $0.5 million and $0.6 million, respectively, of principal debt outstanding associated with seller financed loans. The carrying ~~amounts~~value of ~~cash and cash equivalents and trade and other payables approximate~~our long-term debt approximates its estimated fair ~~value due to their short-term nature.~~value.

Level 3 activity was not material for all periods presented.

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5.OTHER ASSETS

Other current assets consisted of the following:


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Investments in equity securities	Investments in equity securities	$	461,542	$	513,511	Investments in equity securities	$	476,032	$	483,836
Prepaid assets and other receivables	Prepaid assets and other receivables	2,900,561		2,001,091		Prepaid assets and other receivables	1,143,965		2,128,005
Total other current assets	Total other current assets	$	3,362,103	$	2,514,602	Total other current assets	$	1,619,997	$	2,611,841

As of ~~September 30, 2022,~~March 31, 2023, our investments in equity securities consisted of common shares in Ricca Resources Limited (“Ricca”), which we acquired as part of a spin-out of Ricca from Atlantic Lithium. Ricca is a private company focused on gold exploration in Africa.

Other non-current assets consisted of the following:


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Advances on exploration project	Advances on exploration project	$	14,125,591	$	4,310,173	Advances on exploration project	$	17,884,780	$	17,316,440
Other non-current assets	Other non-current assets	275,115		190,030		Other non-current assets	249,670		263,845
Operating lease right-of-use assets	Operating lease right-of-use assets	1,327,869		60,919		Operating lease right-of-use assets	1,258,197		1,293,394
Total other non-current assets	Total other non-current assets	$	15,728,575	$	4,561,122	Total other non-current assets	$	19,392,647	$	18,873,679

We have a strategic partnership with Atlantic Lithium that includes Atlantic Lithium Ghana. Under our partnership, we entered into a project agreement to acquire a 50% equity interest in Atlantic Lithium Ghana as part of two phases of future staged investments by Piedmont Lithium in ~~the Atlantic Lithium’s~~ Ewoyaa ~~project~~ over an approximate period of three to four years.

We are currently in ~~phase one,~~Phase 1, which allows us to acquire a 22.5% equity interest in Atlantic Lithium Ghana by funding approximately $17 million for exploration and definitive feasibility study expenses. Our future equity interest ownership related to ~~phase one~~Phase 1 is contingent upon completing a definitive feasibility study and making an election to proceed with ~~phase two.~~ Phase ~~two~~2. Phase 2 allows us to acquire an additional 27.5% equity interest in Atlantic Lithium Ghana upon completion of funding approximately $70 million for capital costs associated with the construction of ~~the Ewoyaa project. The current estimated capital costs of the Ewoyaa project, as defined by Atlantic Lithium’s prefeasibility study in September 2022, is approximately $125 million.~~Ewoyaa. Any cost savings or cost overruns from the initial commitment for each phase will be shared equally between Piedmont Lithium and Atlantic Lithium. Upon completion of phases one and two, we will have a total equity interest of 50% in Atlantic Lithium Ghana. Phase ~~one~~1 funding costs are included in “Other non-current assets” in our consolidated balance sheets as an advance on our expected future investments in ~~the Ewoyaa project.~~Ewoyaa.

Our maximum exposure to a loss as a result of our involvement in ~~the~~ Ewoyaa ~~project~~ is limited to the total funding paid by Piedmont Lithium to Atlantic Lithium. As of ~~September 30, 2022,~~March 31, 2023, we did not own an equity interest in Atlantic Lithium Ghana. We have made advanced payments primarily related to ~~the~~ Ewoyaa ~~project,~~ totaling ~~$2.7~~$0.9 million and ~~$9.8~~$3.6 million during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, ~~respectively, and additional~~respectively. Additional advance payments totaling ~~$1.7~~$2.1 million have been made beginning ~~October~~April 1, ~~2022~~2023 through the date of this filing.

During the quarter ended September 30, 2022, we entered into a new lease with a term of 7 years for our corporate offices in Belmont, North Carolina. Accordingly, we recorded a right-of-use asset and lease liability of $1.3 million as of the commencement date of the lease.

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6.EQUITY

We are authorized to issue up to 100,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. We have no outstanding shares of preferred stock.

In February 2023, we received $75 million from LG Chem, Ltd (“LG Chem”) in exchange for 1,096,535 newly issued common shares in Piedmont Lithium at an approximate price of $68.40 per share and in conjunction with a multi-year spodumene concentrate offtake agreement. The closing of this agreement occurred on February 24, 2023, which resulted in LG Chem holding approximately 5.7% of Piedmont Lithium’s common shares. Share issuance costs associated with the subscription totaled $3.9 million and were accounted for as a reduction in the proceeds from share issuances in the consolidated balance sheets.

In March 2022, we issued 2,012,500 shares under our $500 million automatic shelf registration with an issue price of $65.00 per share to raise gross proceeds of $130.8 million. Share issuance costs associated with the U.S. public offering totaled $8.8 million and were accounted for as a reduction in the proceeds from share issuance in the consolidated balance sheets.

As of ~~September 30, 2022,~~March 31, 2023, we had $369.2 million remaining under our shelf registration statement, which expires on September 24, 2024.

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7.STOCK-BASED COMPENSATION

Stock Incentive Plans

~~In March 2021, our Board adopted, in connection with the Redomiciliation, the~~The Piedmont Lithium Inc. Stock Incentive Plan (“Incentive Plan”)~~. The Incentive Plan authorized~~ authorizes the grant of stock options, stock appreciation rights, restricted stock units, and restricted stock, any of which may be performance-based. Our Leadership and Compensation Committee determines the exercise price for stock options and the base price of stock appreciation rights, which may not be less than the fair market value of our common stock on the date of grant. Generally, stock options or stock appreciation rights vest after three years of service and expire at the end of ten years. Performance rights awards (“PRAs”) vest upon achievement of certain pre-established performance targets that are based on specified performance criteria over a performance period. As of ~~September 30, 2022, 2,293,130~~March 31, 2023, 2,220,179 shares of common stock were available for issuance under our Incentive Plan.

We include the expense related to stock-based compensation in the same financial statement line item as cash compensation paid to the same employee. As of March 31, 2023, we had remaining unvested stock-based compensation expense of $12.2 million to be recognized through December 2025. Additionally, and if applicable, we capitalize personnel expenses attributable to the development of our mine and construction of our plants, including stock-based compensation expenses. We recognize share-based award forfeitures as they occur.

Stock-based compensation related to all stock-based incentive plans is presented in the following table:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Components of stock-based compensation:	Components of stock-based compensation:									Components of stock-based compensation:
Stock-based compensation	Stock-based compensation	$	1,358,391	$	833,509	$	3,714,477	$	1,851,805	Stock-based compensation	$	1,170,736	$	764,855
Stock-based compensation forfeitures	Stock-based compensation forfeitures	(7,888)		—		(858,651)		—		Stock-based compensation forfeitures	(4,698)		(850,763)
Stock-based compensation, net of forfeitures	Stock-based compensation, net of forfeitures	$	1,350,503	$	833,509	$	2,855,826	$	1,851,805	Stock-based compensation, net of forfeitures	$	1,166,038	$	(85,908)

Presentation of stock-based compensation in the unaudited consolidated financial statements:	Presentation of stock-based compensation in the unaudited consolidated financial statements:									Presentation of stock-based compensation in the unaudited consolidated financial statements:
Exploration and mine development costs	Exploration and mine development costs	$	131,382	$	336,375	$	133,382	$	730,316	Exploration and mine development costs	$	20,367	$	(217,939)
General and administrative expenses	General and administrative expenses	1,129,146		497,134		2,510,051		1,121,489		General and administrative expenses	1,104,606		90,173
Stock-based compensation expense, net of forfeitures(1)	Stock-based compensation expense, net of forfeitures(1)	1,260,528		833,509		2,643,433		1,851,805		Stock-based compensation expense, net of forfeitures(1)	1,124,973		(127,766)
Capitalized stock-based compensation(2)	Capitalized stock-based compensation(2)	89,975		—		212,393		—		Capitalized stock-based compensation(2)	41,065		41,858
Stock-based compensation, net of forfeitures	Stock-based compensation, net of forfeitures	$	1,350,503	$	833,509	$	2,855,826	$	1,851,805	Stock-based compensation, net of forfeitures	$	1,166,038	$	(85,908)

__________________________

(1)For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ we did not reflect a tax benefit associated with stock-based compensation expense in our consolidated statements of operations because we had a full tax valuation allowance in impacted jurisdictions during these periods. As such, the table above does not reflect the tax impacts of stock-based compensation expense.

(2)Capitalized stock-based compensation relates to direct labor costs associated with our Carolina Lithium project and Tennessee Lithium ~~projects~~project and is included in “Property, plant and mine development, net” in our consolidated balance sheets.

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A summary of activity relating to our share-based awards is presented in the following table:


		2022		2021			2023		2022
		Stock Option Awards	Restricted Stock Units		Performance Rights Awards	Stock Option Awards		Restricted Stock Units		Performance Rights Awards		Stock Option Awards	Restricted Stock Units	Performance Rights Awards	Stock Option Awards	Restricted Stock Units	Performance Rights Awards
January 1	January 1	272,504	51,277		30,000	443,694		—		65,000	January 1	264,733	36,167	44,468	272,504	51,277	30,000
Granted	Granted	135,957	17,437		29,120	50,000		—		—	Granted	41,846	39,597	42,128	135,957	17,437	29,120
Exercised, surrendered or vested	Exercised, surrendered or vested	(15,000)	(14,285)		—	(18,906)		—		—	Exercised, surrendered or vested	—	(13,411)	—	(15,000)	(14,285)	—
Forfeited or expired	Forfeited or expired	(19,458)	(17,209)		—	—		—		—	Forfeited or expired	—	(452)	—	(19,458)	(17,209)	—
March 31	March 31	374,003	37,220		59,120	474,788		—		65,000	March 31	306,579	61,901	86,596	374,003	37,220	59,120
Granted		58,949	7,972		10,348	33,004		36,745		—
Exercised, surrendered or vested		(37,500)	(9,219)		—	(115,288)		—		(5,000)
Forfeited or expired		(719)	—		—	—		—		—
June 30		394,733	35,973		69,468	392,504		36,745		60,000
Granted		—	3,255		10,000	—		—		—
Exercised, surrendered or vested		(36,250)	(1,250)		—	(120,000)		—		—
Forfeited or expired		—	(561)		—	—		—		—
September 30		358,483	37,417		79,468	272,504		36,745		60,000

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Stock Option Awards

Stock options may be granted to employees, officers, non-employee directors and other service providers. For stock option awards, the fair value is estimated at the date of grant using the Black-Scholes valuation model and the expense is recognized over the option vesting period.

As of ~~September 30, 2022,~~March 31, 2023, we had remaining unvested stock-based compensation expense of ~~$7.1~~$12.2 million to be recognized through December ~~2024.~~2025.

The following assumptions were used to estimate the fair value of stock options granted during the periods presented below:


	Three Months Ended March 31,
	2023	2022
Expected life of options (in years)	6.4	5.4 - 6.4
Risk-free interest rate	4.2%	1.1% - 1.8%
Assumed volatility	40.0%	50.0%
Expected dividend rate	—	—

Restricted Stock Unit Awards

Restricted stock units (“RSUs”) are granted to employees and non-employee directors and recognized as stock-based compensation expense over the vesting period, subject to the passage of time and continued service during the vesting period, based on the market price of our common stock on the grant date. In some instances, awards may vest concurrently with or following an employee’s termination.

Performance Rights Awards

As of ~~September 30, 2022,~~March 31, 2023, there were ~~79,468~~44,468 unvested PRAs ~~which expire over~~that could be earned based upon achievement of certain specified performance goals (“Performance PRAs”), and 42,128 unvested PRAs related to market goals based on a comparison of the ~~next three years~~Company's total shareholder return (“TSR”) relative to the TSR of a pre-determined set of peer group companies for the performance periods (“TSR PRAs”). The awards become eligible to vest only if the goals are achieved and will vest only if the grantee remains employed by us through each applicable vesting date.

We determine the fair value of Performance PRAs based upon the market price of our common stock on the grant date. Performance PRAs are subject to certain milestones related to construction, feasibility studies, and ~~supply agreements.~~offtake agreements, which must be satisfied in order for PRAs to vest.

We estimate the fair value of the TSR PRAs at the grant date using a Monte Carlo simulation. The Monte Carlo simulation fair value model requires the use of highly subjective and complex assumptions, including the price volatility of the underlying stock. A Monte Carlo simulation model was used to determine the grant date fair value by simulating a range of possible future stock prices for the Company and each member of the peer group over the performance periods. Compensation expense is recognized based upon the assumption of 100% achievement of the TSR goal and will not be reversed even if the threshold level of TSR is never achieved, and is reflected over the service period of the award. The number of shares that may vest ranges from 0% to 200% of the target amount. The awards, which range from 1 to 3 years, provide for a partial payout based on actual performance at the conclusion of the performance period.

Each performance right automatically converts into one share of common stock upon vesting of the performance right.

Assumptions used in the Monte Carlo simulation for TSR PRAs granted during the quarter ending March 31, 2023 were as follows:


Expected term (in years)			1 - 3
Risk-free interest rate			4.9%
Assumed volatility			60.0%
Expected dividend yield			—

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8.EARNINGS PER SHARE

We compute basic and diluted earnings per common share by dividing net earnings by the respective weighted average number of common shares outstanding for the periods presented. Our calculation of diluted earnings per common share also includes the dilutive effects for the assumed vesting of outstanding options, RSUs, and PRAs based on the treasury stock method. In computing diluted earnings per share, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options. Diluted earnings per share excludes all dilutive potential shares if their effect is anti-dilutive.

Basic and diluted net loss per share is reflected in the following table:
Three Months Ended
September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
Net income (loss) $ 16,664,881 $ (10,861,359) $ (2,071,054) $ (25,070,369)
Weighted-average number of common shares used in calculating basic earnings per share 17,965,858 15,863,027 17,343,309 15,242,261
Effect of potentially dilutive equity awards 115,628 — — —
Weighted-average number of common shares used in calculating dilutive earnings per share 18,081,486 15,863,027 $ 17,343,309 $ 15,242,261
Basic net income (loss) per weighted-average share $ 0.93 $ (0.68) $ (0.12) $ (1.64)
Diluted net income (loss) per weighted-average share $ 0.92 $ (0.68) $ (0.12) $ (1.64)

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	Three Months Ended March 31,
	2023		2022
Net loss	$	(8,639,732)	$	(9,154,632)






Weighted-average number of common shares used in calculating basic and dilutive earnings per share	18,523,689		16,088,013

Basic and diluted net loss per weighted-average share	$	(0.47)	$	(0.57)

Potentially dilutive shares were not included in the calculation of diluted net ~~income (loss)~~loss per share because their effect would have been anti-dilutive in those periods. PRAs were not included as their performance obligations had not been met. The potentially dilutive and anti-dilutive shares not included in diluted net ~~income (loss)~~loss per share are presented in the following table:


		Three Months Ended September 30,		Nine Months Ended September 30,			Three Months Ended March 31,
		2022	2021	2022	2021		2023	2022
Stock options	Stock options	222,733	272,504	358,483	272,504	Stock options	306,579	374,003
RSUs	RSUs	2,861	36,745	37,417	36,745	RSUs	61,901	37,220
PRAs	PRAs	79,468	60,000	79,468	60,000	PRAs	86,596	59,120
Total potentially dilutive shares	Total potentially dilutive shares	305,062	369,249	475,368	369,249	Total potentially dilutive shares	455,076	470,343

9.INCOME TAXES

For the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ we recorded an income tax provision of ~~$3.4~~$0.5 million on ~~income~~a loss before taxes of ~~$20.1~~$8.1 million, and a provision of $0 on a loss before taxes of $10.9 million, respectively. For the nine months ended September 30, 2022 and 2021, we recorded an income tax provision of $3.4 million on income before taxes of $1.4 million, and an income tax provision of $0 on a loss before taxes of $25.1$9.2 million, respectively. The effective tax rates were ~~17.0%~~(6.1)% and 0% for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021, respectively, and 253.3% and 0% for the nine months ended September 30, 2022 and 2021,~~ respectively. The increase in the income tax provision of ~~$3.4~~$0.5 million for the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 was primarily related to ~~deferred~~the Australian tax effects ~~related to the~~of our gain on dilution and our proportional share of ~~our interests~~income in ~~certain equity method investments.~~Sayona Mining during the three months ended March 31, 2023. See Note 3—Equity Method Investments in Unconsolidated Affiliates for further discussion.

We continually review the adequacy of our valuation allowance and intend to continue maintaining a full valuation allowance on our net deferred tax assets where there is not sufficient evidence to support reversal of all or a portion of the allowance. As of September 30, 2022, we reached the conclusion that, as a result of the gain on dilution in our equity method investments, our valuation allowance on certain Australian deferred tax assets is no longer necessary, and therefore, recorded a valuation allowance release of $4.0 million.

We continue to maintain a full valuation allowance against our U.S. federal and state deferred tax assets. Should our assessment change in a future period, we may release all or a portion of the valuation allowance at such time, which would result in a deferred tax benefit in the period of adjustment. We continually review the adequacy of our valuation allowance and intend to maintain a valuation allowance on our deferred tax assets where there is not sufficient evidence to support realizability.

10.SEGMENT REPORTING

We report our segment information in the same way management internally organizes the business in assessing performance and making decisions regarding allocation of resources in accordance with ASC Topic 280, “Segment Reporting.” We have a single reportable operating segment ~~which~~that operates as a single business platform. In reaching this conclusion, management considered the definition of the Chief Operating Decision Maker (“CODM”), how the business is defined by the CODM, the nature of the information provided to the CODM, how the CODM uses such information to make operating decisions, and how resources and performance are ~~accessed.~~assessed. The results of operations provided to and analyzed by the CODM are at the consolidated level, and accordingly, key resource decisions and assessment of performance are performed at the consolidated level. We have a single, common management team and our cash flows are reported and reviewed at the consolidated level only with no distinct cash flows at an individual business level.

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11.COMMITMENTS AND CONTINGENCIES

Legal Proceedings

We are involved from time to time in various claims, proceedings, and litigation. We establish reserves for specific legal proceedings when we determine that the likelihood of an unfavorable outcome is probable and the amount of loss can be reasonably estimated.

In July 2021, a lawsuit was filed against us in the U.S. District Court for the Eastern District of New York on behalf of a class of putative plaintiffs claiming violations of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The complaint alleged, among other things, that we made false and/or misleading statements and/or failed to make disclosure relating to proper and necessary permits. In February 2022, the Court appointed a lead plaintiff in this action, and the lead plaintiff filed an amended complaint in April 2022. On July 18, 2022, we moved to dismiss the amended complaint. On September 1, 2022, the lead plaintiff filed his Memorandum of Law in Opposition to our Motion to Dismiss. On October 7, 2022, we filed our Reply Memorandum in support of our Motion to Dismiss. The Court has yet to rule on our Motion to Dismiss. We intend to vigorously defend against these claim should the amended complaint survive. Although there can be no assurance as to the outcome, we do not believe these claims

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have merit. The potential monetary relief, if any, is not probable and cannot be estimated at this time, accordingly, we have not recorded a liability for this matter.

On October 14, 2021, Vincent Varbaro, a purported holder of ~~the~~ Piedmont Australia’s American Depositary Shares and the Company’s equity securities, filed a shareholder derivative suit in the U.S. District Court for the Eastern District of New York, purporting to bring claims on behalf of the Company against certain of the Company’s officers and directors. The complaint alleges that the defendants breached their fiduciary duties in connection with the Company’s statements regarding the timing and status of government permits for ~~the Company’s~~ Carolina Lithium ~~project~~ in North Carolina, at various times between March 16, 2018 and July 19, 2021. No litigation demand was made to the Company in connection with this action. In December 2021, the parties agreed to a stipulation to stay the proceeding pending resolution of the motion to dismiss in the securities law matters described in the immediately preceding paragraph, and the Court ordered the case stayed. We intend to vigorously defend against these claims. Although there can be no assurance as to the outcome, we do not believe these claims have merit. The potential monetary relief, if any, is not probable and cannot be estimated at this time; accordingly, we have not recorded a liability for this matter.

On July 5, 2022, Brad Thomascik, a purported shareholder of the Company’s equity securities, filed a shareholder derivative lawsuit in the U.S. District Court for the Eastern District of New York. On behalf of the Company, the lawsuit purports to bring claims against certain of the Company’s officers and directors. The complaint alleges that the defendants breached their fiduciary duties in connection with the Company’s statements regarding the timing and status of government permits for ~~the Company’s~~ Carolina Lithium ~~project~~ in North Carolina at various times between March 16, 2018 and July 19, 2021. No litigation demand was made to the Company in connection with this action. The lawsuit focuses on the same public statements as the shareholder derivative suit described above. On September 15, 2022, the parties jointly agreed to and filed a stipulation to stay the proceeding pending resolution of the motion to dismiss in the securities law matters described in the second paragraph of this section. The Court has not yet entered the order. We intend to vigorously defend against these claims. Although there can be no assurance as to the outcome, we do not believe these claims have merit. The potential monetary relief, if any, is not probable and cannot be estimated at this time; accordingly, we have not recorded a liability for this matter.

~~12.~~
~~RELATED PARTIES~~

Ledger Holdings Pty Ltd, a company associated with a former non-executive director of the Company was paid $41,667 during the nine months ended September 30, 2021 for services related to business development activities. These fees and associated payments were included in the former director’s remuneration. Effective June 1, 2021, the director's term ended. We have no other significant or material related party transactions during the periods presented.

~~13.SUBSEQUENT EVENTS~~

In October 2022, Piedmont was selected for a $141.7 million grant from the U.S. Department of Energy’s (“DOE”) Office of Manufacturing and Energy Supply Chains and Office of Energy Efficiency and Renewable Energy under the Bipartisan Infrastructure Law—Battery Materials Processing and Battery Manufacturing to expand domestic manufacturing of batteries for electric vehicles and for materials and components currently imported from other countries. The grant funding is specifically for the construction of our Tennessee Lithium project. The final details of the project grant are subject to negotiations. The grant will not be final until Piedmont and the DOE have agreed to the specific terms of the grant. Once the terms have been finalized, funding of the grant will remain subject to satisfaction of conditions set forth in those terms.

~~***~~

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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in our Quarterly ~~Report~~Report. References in this Form 10-Q to our Form 10-K refer to our Form 10-K, filed on ~~Form 10-Q.~~March 1, 2023, as amended on April 24, 2023. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in our Quarterly Report ~~on Form 10-Q~~ and those in the sections of our ~~Transition~~Annual Report ~~on Form 10-KT~~ for the ~~six-month transition period~~year ended December 31, ~~2021~~2022 entitled “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” and “Cautionary Note Regarding Disclosure of Mineral Properties.”

This management’s discussion and analysis is a supplement to our financial statements, ~~(including notes)~~including notes, referenced elsewhere in our Quarterly Report ~~on Form 10-Q~~ and is provided to enhance your understanding of our operations and financial condition. This discussion is presented in millions, and due to rounding, may not sum or calculate precisely to the totals and percentages provided in the tables.

~~Cautionary Note to Investors~~

In the U.S., we are governed by the Exchange Act, including Regulation S-K, Subpart 1300 (“S-K 1300”) thereunder. Sayona and Atlantic Lithium, however, are not governed by Exchange Act and from time to time report estimates of “measured,” “indicated” and “inferred” mineral resources as such terms are used in the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (“JORC Code”). In March 2022, our partner, Atlantic Lithium, published a JORC Code mineral resource estimate update for the Ewoyaa project. Also in March 2022, our partner, Sayona, published a JORC Code mineral resource estimate update for the Authier and North American Lithium projects. Although S-K 1300 and the JORC Code have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, they at times embody different approaches or definitions. Consequently, investors are cautioned that public disclosures by Sayona, Atlantic Lithium, or us of measures prepared in accordance with the JORC Code may not be comparable to similar information made public by companies subject to S-K 1300 and the other reporting and disclosure requirements under the U.S. federal securities laws and the rules and regulations thereunder.

Executive Overview & Strategy

Piedmont Lithium is a U.S.~~, development stage~~ development-stage company ~~advancing a multi-asset, integrated lithium business in support~~with the aim of ~~a clean energy economy and America’s national energy security. We plan to supply~~becoming one of the leading producers of lithium hydroxide in North America. As the world, the American government, and industries mobilize to support global decarbonization through the electrification of transportation, we are poised to become a critical contributor to the U.S. electric vehicle and battery manufacturing supply ~~chains~~chains.

Since 2021, electric vehicle and battery companies have announced significant commitments to build new or expanded manufacturing operations across the U.S., which is expected to exponentially and rapidly drive the domestic demand for lithium over the next decade, far beyond current or projected capacity. Piedmont Lithium, as a U.S. based company, is well positioned to benefit from federal policies and funding established to facilitate the expedited development of a robust domestic supply chain and clean energy economy, while strengthening national and global energy security. A challenge faced by the industry is that while manufacturing facilities for electric vehicles, batteries, and related components typically can be constructed in ~~North America by processing spodumene concentrate produced~~two to three years, the development of lithium resources from ~~assets~~exploration to production requires a much longer time-frame. We believe that time, specifically this development timeline disparity, is the greatest risk to the emerging electrification industry, but also represents opportunities for lithium producers.

To support growing U.S. lithium demand, we ~~own or in part. Our~~have spent the past six years developing a portfolio of four projects, ~~include our Carolina~~including wholly-owned Tennessee Lithium and ~~Tennessee~~Carolina Lithium, ~~projects in the southeastern U.S.~~ and strategic investments in ~~lithium assets~~Quebec with Sayona Mining and Sayona Quebec, and in ~~Canada~~Ghana with Atlantic Lithium. Our strategic investments in Sayona Mining and ~~Ghana. Subject to obtaining permits and approvals, we plan to bring~~Sayona Quebec offer the potential for near-term supply of spodumene concentrate ~~production online~~to the market with first shipments to customers from NAL expected in ~~2023 (Quebec)~~the third quarter of 2023. Our investment in Atlantic Lithium’s Ewoyaa Project is anticipated to produce spodumene concentrate in 2025 and ~~2024 (Ghana),~~we anticipate that spodumene concentrate from Ghana and Quebec will serve as the primary feedstock for Tennessee Lithium. Our operation in Tennessee is being designed to produce 30,000 metric tons annually of lithium hydroxide with planned production ~~online~~expected to commence in ~~2025 (Tennessee), and our~~2026. Carolina Lithium is located within a world-class, historic lithium belt in North Carolina. This integrated spodumene-to-hydroxide project in 2026 (North Carolina). Our investments in Canada should provide the opportunity for near-term revenue through production and offtake of spodumene concentrate. Offtake agreements from our international investments are expectedis being developed to supply spodumene concentrate to our Tennessee Lithium project for conversion to lithium hydroxide, while our proposed Carolina Lithium project is a fully integrated spodumene-to-hydroxide operation in North Carolina. These diversified operations should enable us to have a pivotal role in supporting America’s energy independence and the electrification of transportation and energy storage.

~~Strategy~~

~~Our goal is to become a leading producer~~produce 30,000 metric tons annually of lithium hydroxide and is expected to begin production in ~~North America, supplied by geographically diverse and sustainable spodumene mineral resources. American demand for large vehicles and the custom~~2027.

Piedmont Lithium is currently positioning to produce an estimated 60,000 metric tons per year of driving relatively long distances, combined with automakers’ plans for and commitments to electric vehicle production, should continue to expand the demand for North American lithium hydroxide. We believe our global portfolio of hard rock lithium assets should support a level of estimateddomestic lithium hydroxide, which would be significantly accretive to today’s total estimated U.S. annual production ~~that will dramatically expand current production in North America.~~

~~We believe spodumene concentrate represents the lowest-risk~~capacity of just 17,000 metric tons per year. The Company’s lithium hydroxide capacity and ~~most commercially scalable raw material source for the~~revenue generation is expected to be supported by production of, ~~lithium hydroxide.~~ or offtake rights to, approximately 500,000 metric tons annually of spodumene concentrate.

Our ~~plan~~projects and strategic investments are being developed on a measured timeline to ~~produce battery-grade lithium hydroxide from spodumene concentrate will use~~provide the ~~innovative Metso:Outotec alkaline pressure leach process combined~~potential for near-term cash flow and long-term value maximization, with ~~a number of processes commonly used in~~ the ~~lithium industry today. As part of our strategy, we will~~timelines described above being subject to the supply chain as well as obtaining permits, approvals, and funding. We also continue to evaluate opportunities to further expand our resource base and production capacity.

~~Together with~~As we continue to advance our ~~foreign investments,~~goal of becoming one of the leading manufacturers of lithium products in North America, we ~~have four key capital projects that are being developed~~expect to capitalize on ~~a measured timeline to provide~~our competitive strengths, including the potential for ~~both~~significant near-term ~~cash flow~~offtake and ~~long-term value maximization. At production, we expect~~revenue generation, scale and diversification of lithium resources, advantageous locations of projects and assets, access to a variety of potential funding options, opportunities to leverage our greenfield projects, and a highly experienced management team. Advancements that have ~~an estimated lithium hydroxide manufacturing capacity of 60,000 metric tons per year, compared to the current total estimated U.S. production capacity of~~been made in this effort are highlighted below.

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~~15,000 metric tons~~Corporate and Project Updates

Corporate

We continue to engage in activities to strengthen our financial position and business strategy, including support for the development and expansion of our portfolio of projects, strategic investments,and corporate operations.

Recent highlights include:

•In February 2023, we received $75 million in gross proceeds from LG Chem as a part of their strategic investment in Piedmont Lithium. In exchange, LG Chem received 1,096,535 newly issued shares of common stock in Piedmont Lithium at a price of $68.40 per ~~year. This expected lithium hydroxide conversion capacity is supported by production and offtake rights of approximately 500,000 metric tons of spodumene concentrate per year.~~share.

~~Developing an Integrated Lithium Production Business—Key Projects~~

Quebec

Piedmont Lithium owns an equity interest of 25% in Sayona Quebec, which owns full interests in North American Lithium, the Authier Lithium project, and the Tansim Lithium project. These projects are located in the Abitibi region of Quebec, Canada. Additionally, weWe own an equity interest of approximately 14% in Sayona Mining ~~which is the parent company of~~and are a 25% equity partner in Sayona Quebec with the remaining 75% equity interest owned by Sayona Mining. Sayona Quebec owns a portfolio of projects, which include NAL, the Authier Lithium Project, and wethe Tansim Lithium Project. We hold an offtake agreement with Sayona Quebec for the greater of 113,000 metric tons per year of spodumene concentrate or 50% of spodumene concentrate production from NAL at market prices, subject to a price floor of $500 per metric ton and a price ceiling of $900 per metric ton, ~~from Sayona Quebec~~ on a life-of-mine basis. Beginning in the third quarter of 2023, we expect to purchase spodumene concentrate, which is currently being produced at NAL, from Sayona Quebec and make shipments to our customers.

Recent highlights include:

•In April 2023, Sayona Mining released a definitive feasibility study for NAL, confirming a positive, long-term outlook based on increased production targets, enhanced estimated head grade, and a high initial recovery rate. The study contemplates increased annual spodumene concentrate production averaging 190,000 metric tons per year over a 20-year mine life, with a target of 226,000 metric tons per year in years one through four of steady state operations and approximately 186,000 tons per year beginning in year five. The revised production targets, combined with higher spodumene concentrate pricing, resulted in an increase to the net present value for the NAL project compared to the prefeasibility study completed in 2022. Sayona Mining completed the definitive feasibility study and estimated mineral resources and ore reserves in accordance with JORC Code and NI 43-101 requirements.

•In March 2023, Sayona Mining and Piedmont Lithium announced the successful restart of commercial spodumene concentrate production at the jointly owned NAL project. The restart of NAL was completed on time and is the only major source of new spodumene production expected in North American Lithium is proceeding as construction, procurement, recruitment, permit transfers and approvals, and other restart activities are well advanced, and most major equipment and machinery items required forAmerica in the ~~restart are currently onsite. The majority of operational leadership has been hired, and~~next two years.

•In February 2023, we entered into a 4-year mining contract has been awarded for the operation of North American Lithium’s open pit. While potential delays in restart activities could defer the start date of production, we expect North American Lithium to begin spodumene concentrate ~~production in the first half of 2023.~~

~~Depending upon the successful commencement of production and ability~~offtake agreement with LG Chem, which commits us to ~~produce 6% spodumene concentrate, shipments~~sell 200,000 metric tons of spodumene concentrate from ~~North American Lithium could commence in 2023, resulting in initial revenue generation from the operation as well as the resale of product received through Piedmont Lithium’s~~our offtake agreement with Sayona Quebec.

~~In addition~~ The term of the agreement expires four years from the date of first shipment, which is expected to ~~spodumene mining and concentrate production,~~occur in the ~~North American Lithium complex also includes a partially completed lithium carbonate refinery, which was developed~~third quarter of 2023 with the final shipment expected in the third quarter of 2027. Pricing for the agreement is determined by a ~~prior operator~~market-based mechanism.

•In January 2023, we entered into an amended offtake agreement with Tesla to provide spodumene concentrate from NAL in Quebec. The agreement commits us to sell 125,000 metric tons of spodumene concentrate from our offtake agreement with Sayona Quebec. The three-year agreement commences in the ~~project. Sayona Quebec recently announced~~second half of 2023 and can be extended for an additional three years upon mutual agreement. Pricing for the ~~commencement of~~agreement is determined by a market-based mechanism.

A prefeasibility study ~~for~~(“PFS”) is currently underway to evaluate downstream production at NAL through the completion of ~~this facility. Study results~~the project’s lithium carbonate plant, which was partially constructed by prior owners of the operation. Results of the PFS are expected in ~~the first half of~~ 2023.

Further evaluation of ~~the~~downstream production of lithium carbonate or lithium hydroxide in Quebec may follow ~~completion of~~ the ~~prefeasibility~~PFS study. ~~In order for~~

For Sayona Quebec to proceed with the construction and operation of a lithium carbonate conversion plant or lithium hydroxide conversion plant, approvals are required from both Piedmont Lithium and ~~Sayona.~~Sayona Mining. In the event Piedmont Lithium and Sayona Mining decide to jointly construct and operate a lithium conversion plant through their jointly-owned entity, Sayona Quebec, then spodumene concentrate produced from NAL would be preferentially delivered to that conversion plant upon commencement of conversion operations. Any remaining spodumene concentrate not delivered to a jointly-owned conversion plant would first be delivered to Piedmont Lithium up to our offtake right and then to third parties.

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Ghana

We own an equity interest of approximately 9% in Atlantic Lithium and ~~have the ability to earn~~we are earning a 50% equity interest in Atlantic ~~Lithium’s~~Lithium Ghana’s spodumene projects in ~~Ghana. This agreement~~Ghana, West Africa, which includes Ewoyaa, their flagship project located approximately 70 miles from the Port of Takoradi. We hold an offtake agreement with Atlantic Lithium for 50% of annual production of spodumene concentrate at market prices on a life-of-mine ~~basis. The Ewoyaa project~~basis from Ewoyaa. Atlantic Lithium is ~~Atlantic Lithium’s flagship project~~expected to produce a definitive feasibility study in the ~~Cape Coast region~~first half of ~~Ghana, approximately 70 miles via a national highway~~2023. As part of our strategy, we expect to ~~a major port, and is key for transporting~~transport our 50% offtake of spodumene concentrate from Ewoyaa to ~~our planned~~the U.S. to serve as the primary feedstock for lithium hydroxide conversion at Tennessee Lithium.

Recent highlights include:

•In October 2022, Atlantic Lithium ~~plant~~announced the submission of a mining lease application for ~~conversion~~Ewoyaa to ~~lithium hydroxide.~~the Minerals Commission of Ghana.

•In September 2022, Atlantic Lithium announced the successful completion of a ~~prefeasibility~~technical study for ~~the~~ Ewoyaa, ~~project,~~ demonstrating aspodumene concentrate production ~~target of approximately 255,000 metric tons per year of SC6 over a 12.5-year mine life from ore reserves of 18.9 million tons at a grade of 1.24% Li~~2~~O. As part of the study, capital expenditures are estimated to be approximately $125 million.~~using dense medium processing technology.

~~In October 2022, Atlantic Lithium announced it had submitted the mining license application for the Ewoyaa project to the Minerals Commission of Ghana. We expect construction~~

Construction of the mine and concentrator is expected to begin at Ewoyaa in ~~2023~~2024 and production of spodumene concentrate ~~to begin in 2024,~~is targeted for 2025, subject to ~~the~~ receipt of the mining ~~license,~~lease, approval of environmental studies, parliamentary ratification, and other statutory requirements. Atlantic Lithium is expected to release a definitive feasibility study for Ewoyaa in the second quarter of 2023.

Tennessee Lithium

Tennessee Lithium ~~(previously referred to~~is being designed as ~~LHP-2) is expected to be~~ a world-class lithium hydroxide ~~production~~ facility ~~located within McMinn County~~ in ~~Etowah, Tennessee. With first production targeted by the end of 2025, the facility~~America’s emerging “Battery Belt” and is expected to ~~produce~~add 30,000 metric tons per year of lithium hydroxide ~~doubling the current estimated U.S.~~ production capacity ~~of 15,000 metric tons per year. The~~to the U.S. supply chain. We expect the plant ~~is expected~~ to be one of the most sustainable lithium hydroxide operations in the world, ~~and among the first to use~~utilizing the innovative Metso:Outotec pressure leaching technology. Use of this technology is expected to reduce solid waste, create fewer emissions, and improve capital and operating costs relative to incumbent technologies.

Recent highlights include:

•In April 2023, we released the results of a definitive feasibility study for the Tennessee Lithium project. The study demonstrated robust economics and the positive impacts of the Inflation Reduction Act of 2022. The 30-year project has an estimated after-tax net present value (8% discount) of $2.5 billion, with an after-tax internal rate of return of 32%, when using pricing assumptions of $26,000 per metric ton for lithium hydroxide and $1,600 per metric ton for spodumene concentrate (6% Li2O).

•In April 2023, we received our stormwater permit for the Tennessee Lithium project. We submitted this application in March 2023.

•In February 2023, the Tennessee Department of Environment and Conservation (“TDEC”) notified us that our operating conditional major Non-Title V Air Permit application for Tennessee Lithium was deemed complete.

•In October 2022, Piedmont Lithium was selected for a $141.7 million grant from the ~~DOE~~U.S. Department of Energy (“DOE”) to expand domestic manufacturing of batteries for electric vehicles and the electrical grid and for materials and components currently imported from other countries. The funding is tied specifically to the construction of Tennessee Lithium and is expected to support project development on a cost-sharing basis. The grant will not be final until Piedmont Lithium and the DOE have agreed to specific terms and conditions of the grant. Once terms and conditions are finalized, funding of the grant will remain subject to satisfaction of conditions set forth in those terms.

Front end engineering design (“FEED”) of Tennessee Lithium is being completed by Kiewit, a leading U.S. based EPC firm. Kiewit is supported by Primero, an Engineering Procurement and Construction (“EPC”) firm that specializes in lithium projects. FEED completion and receipt of material permits for Tennessee Lithium are expected in 2023. The Company expects to commence detailed design engineering upon completion of FEED. Contingent upon the timely receipt of material permits and completion of financing activities, we anticipate construction to begin in 2024 with first production of lithium hydroxide targeted for 2026.

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~~funding will support~~Carolina Lithium

Carolina Lithium is located within a world-class resource in the ~~construction~~Carolina Tin-Spodumene Belt and is being designed as a fully integrated project with mining, spodumene concentrate production, and lithium hydroxide manufacturing on a single site in Gaston County, North Carolina. Carolina Lithium is expected to produce 30,000 metric tons per year of ~~our Tennessee Lithium project, which has an estimated cost of approximately $600 million.~~lithium hydroxide. We are currently engaged in permitting activities with state and local representatives. Our goal is to obtain the necessary material permits in 2023. We expect ~~Tennessee Lithium~~ to ~~create approximately 120 new, direct jobs.~~

On October 31, 2022, Piedmont Lithium submitted its construction and operating conditional major non-Title V air permit application for the its Tennessee Lithium project to the Tennessee Department of Environment and Conservation.

~~In September 2022, Piedmont Lithium announced the award~~proceed with rezoning following receipt of a front-end engineering design (“FEED”) contract to Kiewit Corporation, a leading U.S. based Engineer, Procure, and Construct (“EPC”) firm, and Primero Group, an EPC firm specialized in lithium projects. We expect FEED, which commenced shortly after the contract award, to be completed in the first half of 2023. Permit applications for Tennessee Lithium are progressing, and subject tostate mining permit. Construction will commence upon receipt of ~~all material~~ required permits, ~~as well as the completion of FEED~~rezoning, local approvals, and project financing ~~we expect to sign an EPC contract for the construction of Tennessee Lithium. Contingent upon the timely receipt and completion of items discussed above, we expect to begin construction in 2023~~activities, with first production of lithium hydroxide currently targeted ~~by the end of 2025.~~for 2027.

~~Carolina Lithium~~

Our fully-integrated Carolina Lithium project (“Carolina Lithium”) is a development stage, hard rock lithium project located within the Carolina Tin-Spodumene Belt and in close proximity to lithium and byproduct markets. Carolina Lithium is expected to consist of a mining operation, concentrator, and lithium hydroxide conversion plant. A feasibility study completed in December 2021 estimated a project capital investment requirement of approximately $1 ~~billion. The project is~~billion, inclusive of potential recovery of byproduct mineral resources. Due to the expected ~~to produce 30,000 metric tons of lithium hydroxide per year. Given the~~ quality of this hard rock lithium asset, integration of the operation, ~~strong~~existing infrastructure, and proximity to lithium and byproduct markets, we believe Carolina Lithium ~~should enable us to~~will be one of the lowest cost ~~producers~~lithium hydroxide manufacturing operations in the world.

Recent highlights include:

•We ~~are currently engaged~~submitted our mining permit application to the North Carolina Department of Environmental Quality (“NCDEQ”) Department of Energy, Mineral and Land Resources (“DEMLR”) in ~~permitting activities~~August 2021. In January 2022, DEMLR requested additional information from the Company in connection with ~~state and local representatives for Carolina Lithium. Our goal is~~our mining permit application. We submitted our response to ~~obtain the necessary permits and rezoning~~DEMLR in ~~2023, commence construction in 2024, and begin production of lithium hydroxide in 2026.~~ relation to their most recent information request on April 27, 2023.

•A Prevention of Significant ~~Deterioration –~~ Deterioration–Title V Air Permit application has been submitted ~~and is under review by~~to the ~~North Carolina~~NCDEQ Division of Air Quality ~~for the Carolina Lithium project. Piedmont Lithium has until January 2023 to respond to North Carolina Division of Energy, Minerals, Land,~~ and ~~Resources second additional information request; which progresses the mine permit application.~~

~~Change~~was deemed complete in ~~Fiscal Year End~~

Effective January 1, 2022, we changed our fiscal year end from June 30 to December 31. The six-month period from July 1, 2021 to December 31, 2021 served as a transition period. Our fiscal year 2022 commenced on January 1, 2022 and will end on December 31, 2022.February 2023.

Critical Accounting Polices and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our unaudited consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements as well as the reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

There have been no material changes in the significant accounting policies followed by us during the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023, from those disclosed in our ~~Transition~~Annual Report for the ~~six-month period~~year ended December 31, ~~2021.~~2022.

COVID-19 Response

To protect the health and safety of our employees, contractors, visitors, and communities, we implemented a comprehensive plan in response to the COVID-19 pandemic. Our plan included policies and protocols governing issues such as close contact exposure and contraction of COVID-19 and other communicable diseases, providing employees with additional personal protective equipment and allowing our employees to work remotely. We have provided paid time off for employees impacted by COVID-19, reimbursed employees for costs associated with COVID-19 testing, provided time for employees to get vaccinated, and encouraged flexible work schedules to accommodate personal and family needs. Currently, the rate of COVID-19 outbreaks in the U.S. appears to be significantly reduced, but the possibility of new strains emerging continues to pose a risk. While our business has not been materially impacted, the global economy and our markets have been, and may continue to be, materially and adversely effected by COVID-19. If the impact of COVID-19 is not effectively and timely controlled on a sustained basis going forward, our business operations and financial condition may be materially and adversely effected by factors that we cannot foresee. Any of these factors and other factors beyond our control could have an adverse effect on the overall business environment, cause uncertainties in the regions where we conduct business, cause our business to suffer in ways that we cannot predict and materially and adversely impact our business, financial condition, and results of operations.

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Components of our Results of Operations

Exploration and Mine Development Costs

We incur costs in resource exploration, evaluation, and development during the different phases of our resource development projects. Exploration costs incurred before the declaration of proven and probable ~~ore~~mineral reserves, which primarily include exploration, drilling, engineering, metallurgical ~~test-work,~~testwork, site-specific reclamation, and compensation for employees associated with exploration activities, are expensed as incurred. We have also expensed as incurred engineering costs attributable to the evaluation of land for our future concentrator and chemical plants, development project management costs, feasibility studies and other project expenses that do not

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qualify for capitalization. After proven and probable ~~ore~~mineral reserves are declared, exploration and mine development costs necessary to bring the property to commercial capacity or increase the capacity or useful life will be capitalized.

General and Administrative Expenses

General and administrative expenses relate to overhead costs, such as employee compensation and benefits for corporate management and office staff including accounting, legal, human resources, and other support personnel, professional service fees, insurance, and costs associated with maintaining our corporate headquarters. Included in employee compensation costs are cash and stock-based compensation expenses.

Loss from Equity Investments in Unconsolidated Affiliates

Loss from equity investments in unconsolidated affiliates reflects our proportionate share of the net loss resulting from our investments in Sayona Mining, Sayona Quebec, and Atlantic Lithium. These investments are recorded under the equity method and adjusted each period, on a one-quarter lag, for our share of each investee’s loss. Our equity method investments are an integral and integrated part of our ongoing operations. We have determined this justifies a more meaningful and transparent presentation of our proportional share of income in our equity method investments as a component of our loss from operations. In the third quarter of 2022, we reclassified our share of loss in equity method investments to operating income for all periods presented. See Note 3—Equity Investments in Unconsolidated Affiliates for further discussion.

Other Income (Expense)

Other income (expense) consists of interest income (expense), foreign currency exchange gain (loss), and gain on dilution of equity method investments in unconsolidated affiliates. Interest income consists of interest earned on our cash and cash equivalents. Interest expense consists of interest incurred on long-term debt related to noncash acquisitions of mining interests financed by the seller as well as interest incurred for lease liabilities. Foreign currency exchange gain (loss) relates to our foreign bank accounts and marketable securities denominated in Australian dollars. Gain on dilution of equity method investments in unconsolidated affiliates relates to our reduction in ownership of Sayona Mining and Atlantic Lithium due to their issuance of additional shares through public offerings and employee stock compensation grants.

Results of Operations

Three Months Ended March 31, 2023 Compared to Three Months Ended March 31, 2022


	Three Months Ended March 31,
	2023		2022		$ Change		% Change
Exploration and mine development costs	$	756,774	$	167,838	$	588,936	350.9%
General and administrative expenses	8,621,450		5,578,005		3,043,445		54.6%
Total operating expenses	9,378,224		5,745,843		3,632,381		63.2%
Loss from equity investments in unconsolidated affiliates	(2,742,364)		(3,389,503)		647,139		(19.1)%
Loss from operations	(12,120,588)		(9,135,346)		(2,985,242)		32.7%
Other income (expense)	3,974,199		(19,286)		3,993,485		*
Income tax expense	493,343		—		493,343		*
Net loss	$	(8,639,732)	$	(9,154,632)	$	514,900	(5.6)%

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* Not meaningful.

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~~Results of Operations~~

~~Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021~~

Three Months Ended
September 30,
2022 2021 $ Change % Change
Exploration and mine development costs $ 434,177 $ 5,563,028 $ (5,128,851) (92.2)%
General and administrative expenses 7,160,482 4,818,647 2,341,835 48.6%
Total operating expenses 7,594,659 10,381,675 (2,787,016) (26.8)%
Loss from equity investments in unconsolidated affiliates (2,002,617) (410,538) (1,592,079) 387.8%
Loss from operations (9,597,276) (10,792,213) 1,194,937 (11.1)%
Other income (expense) 29,684,376 (69,146) 29,753,522 *
Tax expense 3,422,219 — 3,422,219 100.0%
Net income (loss) $ 16,664,881 $ (10,861,359) $ 27,526,240 (253.4%)
~~__________________________~~

* Not meaningful.

Exploration and Mine Development Costs

Carolina Lithium entered the development stage in December 2021. As such, direct costs incurred in the three and nine months ended September 30, 2022 were capitalized and recorded to “Property, plant,Exploration and mine development ~~net” in our consolidated balance sheets. Direct~~ costs ~~incurred~~increased $0.6 million, or 350.9%, to $0.8 million in the three months ended ~~September 30, 2021 were recorded~~March 31, 2023 compared to ~~“Exploration and mine development costs” in our consolidated statements of operations.~~

~~Exploration and mine development costs decreased $5.1~~$0.2 million ~~or 92.2%, to $0.4 million~~ in the three months ended ~~September 30, 2022 compared to $5.6 million in the three months ended September 30, 2021.~~March 31, 2022. The ~~decrease was primarily due to the capitalization of direct costs totaling $2.7 million during the three months ended September 30, 2022, as discussed above.~~

Excluding the impact of capitalizing direct costs of $2.7 million in the three months ended September 30, 2022, exploration and mine development costs decreased $2.4 million, or 42.8%, to $3.2 million in the three months ended September 30, 2022 compared to $5.6 million in the three months ended September 30, 2021. The decrease in costsincrease was primarily driven by ~~a decline~~an increase in exploration and engineering ~~drilling~~costs related to new project targets and ~~metallurgical testwork activities, partially offset by~~ an increase in employee compensation expenses primarily related to additional headcount in the three months ended ~~September 30, 2022~~March 31, 2023 compared to the three months ended ~~September 30, 2021.~~

~~General and Administrative Expenses~~

General and administrative expenses increased $2.3 million, or 48.6%, to $7.2 million in the three months ended September 30, 2022 compared to $4.8 million in the three months ended September 30, 2021. The increase in general and administrative expenses was primarily driven by an increase in employee compensation costs associated with the hiring of additional management and support staff at our headquarters in Belmont, North Carolina. Stock-based compensation expense was $1.1 million and $0.5 million in the three months ended September 30, 2022 and September 30, 2021, respectively.

~~Loss from Equity Investments in Unconsolidated Affiliates~~

~~Loss from equity investments in unconsolidated affiliates was~~ ~~$2.0 million~~ ~~in the three months ended September 30, 2022 compared to~~ ~~$0.4 million~~ ~~in the three months ended September 30, 2021. The loss~~ ~~reflects our proportionate share of the net loss resulting from our investments in Sayona, Sayona Quebec, and Atlantic Lithium. Due to the timing of our equity investment in Atlantic Lithium, we did not have income or loss from this equity investment in the three months ended September 30, 2021.~~

~~Other Income (Expense)~~

Other income was $29.7 million in the three months ended September 30, 2022 compared to other expense of less than $0.1 million in the three months ended September 30, 2021. The vast majority of the increase was due to our gain on dilution in equity method investments, specifically Sayona, of $29.4 million in the three months ended September 30, 2022 and to a lesser extent an increase in interest income of $0.4 million in the three months ended September 30, 2022 compared to September 30, 2021.

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~~Income Tax Expense~~

Income tax expense was $3.4 million for the three months ended September 30, 2022 compared to $0 in the three months ended September 30, 2021. The increase was mostly related to deferred tax expense of $7.4 million recorded on the gain on dilution of equity method investments of ~~$29.4 million~~ in the three months ended September 30, 2022, partially offset by a $4.0 million tax benefit for a release in valuation allowance against certain deferred tax assets in the three months ended September 30,March 31, 2022.

~~Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021~~

Nine Months Ended
September 30,
2022 2021 $ Change % Change
Exploration and mine development costs $ 1,484,889 $ 12,865,364 $ (11,380,475) (88.5)%
General and administrative expenses 20,199,852 11,506,078 8,693,774 75.6%
Total operating expenses 21,684,741 24,371,442 (2,686,701) (11.0)%
Loss from equity investments in unconsolidated affiliates (6,547,499) (475,164) (6,072,335) *
Loss from operations (28,232,240) (24,846,606) (3,385,634) 13.6%
Other (expense) income 29,583,405 (223,763) 29,807,168 *
Tax expense 3,422,219 — 3,422,219 100.0%
Net loss $ (2,071,054) $ (25,070,369) $ 22,999,315 (91.7%)
~~__________________________~~

* Not meaningful.

~~Exploration and Mine Development Costs~~

For purposes discussed above, direct exploration and mine development costs related to development stage projects incurred in the nine months ended September 30, 2022 were capitalized and recorded to “Property, plant, and mine development, net” in our consolidated balance sheets. Direct costs incurred in the nine months ended September 30, 2021 were recorded as expense to “Exploration and mine development costs” in our consolidated statements of operations.

~~Exploration and mine development costs decreased~~ ~~$11.4 million, or 88.5%, to~~ ~~$1.5 million~~ ~~in the nine months ended September 30, 2022 compared to~~ ~~$12.9 million~~ ~~in the nine months ended September 30, 2021. The decrease was primarily due to the capitalization of direct costs totaling~~ ~~$7.9 million~~ ~~in the nine months ended September 30, 2022.~~

~~Excluding the impact of capitalizing direct costs of~~ ~~$7.9 million~~ ~~noted above, costs decreased~~ ~~$3.5 million, or 26.9%, to~~ ~~$9.4 million~~ ~~in the nine months ended September 30, 2022 compared to~~ ~~$12.9 million~~ in the nine months ended September 30, 2021. The decrease in costs was primarily driven by a decline in drilling and engineering activities, partially offset by an increase in engineering, permitting activities and an increase in employee compensation expenses related to additional headcount in then the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021.

General and Administrative Expenses

General and administrative expenses increased $~~8.7~~3.0 million, or ~~75.6%~~54.6%, to $~~20.2~~8.6 million in the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 compared to $~~11.5~~5.6 million in the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022. The increase in general and administrative expenses was primarily due to increased professional fees ~~including legal~~ and ~~accounting services,~~ consulting ~~services, and insurance expense as we became subject to U.S. public company requirements as part of the Redomiciliation.~~services. Employee compensation costs also contributed to higher general and administrative expenses due to the hiring of additional management and support staff at our headquarters in Belmont, North Carolina. Stock-based compensation expense included in general and administrative expenses was $~~2.5~~1.1 million and $~~1.1~~0.1 million in the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and September 30, 2021,~~ respectively.

Loss from Equity Investments in Unconsolidated Affiliates

Loss from equity investments in unconsolidated affiliates ~~was~~decreased $~~6.5~~0.6 million to $2.7 million in the ~~nine~~three months ended ~~September 30, 2022 compared to~~March 31, 2023, from $~~0.5~~3.4 million in the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022. The loss reflects our proportionate share of the net loss resulting from our investments in Sayona Mining, Sayona Quebec, and Atlantic Lithium. ~~For purposes discussed above, we did not have income or~~The change was driven by a decrease in loss from ~~our~~

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~~equity investment in~~ Atlantic Lithium ~~in the nine months ended September 30, 2021. We had only one quarter~~and Sayona Mining of ~~income or~~$0.5 million and $0.4 million, respectively, partially offset by an increase in loss from ~~our equity investment in~~ Sayona Quebec ~~in the nine months ended September 30, 2021.~~of $0.2 million.

Other Income (Expense)

Other income ~~increased~~was $~~29.8 million~~ ~~to income of~~ ~~$29.6~~4.0 million in the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 compared to ~~$0.2 million~~ ofa nominal expense in the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022. The increase of $4.0 millionwas ~~mostly~~primarily due to our gain on dilution of equity method investments of $~~29.4~~3.3 million related to Sayona Mining in the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 and, to a lesser extent, an increase in interest income of ~~$0.4~~$0.8 million in during the ~~nine months ended September 30, 2022 compared to September 30, 2021.~~same period.

Income Tax Expense

Income tax expense was $~~3.4~~0.5 million for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 compared to $0$0.0 million in the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022. The increase was primarily related to deferred tax expense of ~~$7.4~~$0.5 million ~~recorded on~~associated with the Australian tax effects of our gain on dilution and our proportional share of ~~equity method investments~~income in Sayona Mining for the three months ended March 31, 2023.

We recorded a valuation allowance against a material component of ~~$29.4 million~~our net deferred tax assets as of March 31, 2023 and December 31, 2022. We intend to continue maintaining a valuation allowance on our deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of the allowance. However, given our anticipated future earnings, we believe that there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to allow us to reach a conclusion that a material portion of the valuation allowance will no longer be needed. Release of the valuation allowance would result in the ~~nine months ended September 30, 2022, partially offset by a $4.0 million deferred tax benefit for a release in valuation allowance against~~recognition of certain deferred tax assets and a decrease in income tax expense for the ~~nine months ended September 30, 2022.~~period in which the release is recorded. The exact timing and amount of the valuation allowance release are subject to change based on the level of profitability that we are able to achieve.

Liquidity and Capital Resources

Overview

As of ~~September 30, 2022,~~March 31, 2023, we had cash and cash equivalents of ~~$117.6~~$129.2 million compared to ~~$64.2~~$99.2 million as of December 31, ~~2021.~~2022. As of ~~September 30, 2022, our cash balances held in~~March 31, 2023, the ~~U.S. totaled $116.1 million, or 98.8%, and the remaining $1.5 million, or 1.2%,~~vast majority of our cash balances were held in ~~Australia. Our~~the U.S. A significant portion of our cash balances ~~in Australia can be repatriated to the U.S. with inconsequential tax consequences.~~are covered by FDIC insured limits.

Our predominant source of cash has been generated through equity financing from issuances of our common stock. ~~Prior to 2022, we had entered into noncash seller financed debt agreements to acquire land for Carolina Lithium.~~ Since our inception, we have not generated revenues, and as such, have principally relied on equity financing to fund our operating and investing activities and to fund our debt payments. In February 2023, we issued 1,096,535 shares of our common stock at $68.40 per share to LG Chem for $75 million. We received cash proceeds of $71.1 million, which is net of $3.9 million in share issuance costs associated

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with the private placement. As of March 31, 2023, we had $369.2 million remaining under our shelf registration statement, which expires on September 24, 2024.

Our primary uses of cash during the three months ended March 31, 2023 consisted of: (i) purchases of real property and associated mining interests of $12.5 million, and exploration and development expenditures of $1.0 million associated with Carolina Lithium; (ii) equity investments in Sayona Quebec mainly for the operational restart of NAL totaling $12.0 million; (iii) capital expenditures primarily related to engineering costs of $5.0 million for Tennessee Lithium; (iv) $2.0 million in working capital; and (v) advances to Atlantic Lithium for exploration and evaluation activities as part of Phase 1 of our investment in Ewoyaa totaling $0.9 million.

As of March 31, 2023, we had working capital of $118.8 million and long-term debt of $0.1 million, net of the current portion of $0.4 million, related to seller financed debt, as discussed above.

Liquidity Outlook

We expect our current cash balances to fund our cash expenditures in 2023 primarily related to: (i) continued equity investments in Sayona Quebec primarily for the restart and working capital requirements of NAL, (ii) continued cash advances to Atlantic Lithium for Ewoyaa, (iii) real property acquisition costs and engineering and permitting activities associated with Tennessee Lithium, (iv) real property and associated mineral rights acquisition costs and continued permitting, engineering, and testing activities associated with Carolina Lithium, and (v) working capital requirements.

In February 2023, we received $75.0 million from LG Chem as a part of their strategic investment in Piedmont Lithium, which included an offtake sales agreement to sell LG Chem 200,000 metric tons of spodumene concentrate from production at NAL over a four-year period. Based on Sayona Quebec’s production forecast for 2023, we believe there is an opportunity to generate operating cash flow from the offtake agreement beginning in the second half of 2023.

As of March 31, 2023, we had entered into land acquisition contracts in North Carolina totaling $28.0 million, of which we expect to close and fund $10.2 million in 2023, $16.3 million in 2024, and $1.5 million in 2025. These amounts do not include closing costs such as attorneys’ fees, taxes, and commissions. We are not obligated to exercise our land option agreements, and we are able to cancel our land acquisition contracts, at our option with de minimis cancellation costs, during the contract due diligence period. Certain land option agreements and land acquisition contracts become binding upon commencement of construction for Carolina Lithium.

We believe our current cash balances are sufficient to fund our cash requirements for at least the next 12 months. In the event costs were to exceed our planned expenditures, we will reduce or eliminate current and/or planned discretionary spending. If further reductions are required, we will reduce certain non-discretionary expenditures.

In October 2022, Piedmont Lithium was selected for a $141.7 million grant from the DOE Office of Manufacturing and Energy Supply Chains and the Office of Energy Efficiency and Renewable Energy under the Bipartisan Infrastructure Law—Battery Materials Processing and Battery Manufacturing to expand domestic manufacturing of batteries for electric vehicles and components currently imported from other countries. Funding from the grant is solely in support ~~for~~of the construction ~~our~~of Tennessee ~~Lithium project, which is estimated to cost approximately $600 million.~~

Our primary uses of cash during the nine months ended September 30, 2022 consisted of: (i) equity investments in Sayona Quebec mainly for the operational restart of North American Lithium totaling $13.0 million; (ii) purchases of real property and associated mining interests of $15.7 million and exploration and development expenditures of $5.1 million for Carolina Lithium; (iii) advances to Atlantic Lithium for exploration and evaluation activities related to phase oneLithium. The final details of the ~~Ewoyaa~~ project ~~totaling $9.8 million;~~grant are subject to negotiations. The grant will not be final until Piedmont Lithium and ~~(iv) working capital. As of September 30, 2022, we had working capital of $113.7 million.~~

~~As of September 30, 2022, we had long-term debt of $0.2 million, net~~the DOE have agreed to the specific terms of the ~~current portion~~grant. Once the terms have been finalized, funding of ~~$0.5 million, related~~the grant will remain subject to ~~seller financed debt, as discussed above.~~

~~In March 2022, we issued 2,012,500 shares~~satisfaction of ~~our common stock at $65.00 per share for $130.8 million. We received cash proceeds of $122.1 million, which is net of $8.7 million~~conditions set forth in share issuance costs associated with the U.S. public offering under our shelf registration statement. As of September 30, 2022, we had $369.2 million remaining under our shelf registration statement, which expires on September 24, 2024.those terms.

~~Table~~ of ~~Contents~~

~~Outlook~~

We expect our current cash balances to fund cash expenditures in the fourth quarter of 2022 and fiscal year 2023 primarily related to: (i) continued equity investments in Sayona Quebec primarily for the restart of North American Lithium, (ii) continued cash advances to Atlantic Lithium for phase one of the Ewoyaa project, (iii) real property acquisition costs and engineering and permitting activities associated with our Tennessee Lithium project, (iv) real property and associated mineral rights acquisition costs and continued permitting, engineering and testing activities associated with our Carolina Lithium project, and (v) working capital requirements.

As we progress our projects in accordance with our strategic timeline, we expect to incur certain additional cash expenditures in 2023, which will require additional equity or debt financing. These additional cash expenditures primarily relate to: (i) funding of phase two of the Ewoyaa project and (ii) the purchase of long-lead equipment which is likely to occur in the first half of 2023 and the beginning of construction in the second half of 2023 for our Tennessee Lithium project. These additional cash expenditures are dependent upon reaching certain milestones such as completion of a definitive feasibility study and the decision to proceed with phase two of the Ewoyaa project as well as obtaining certain permits and approvals for the Tennessee Lithium project. As we approach construction decisions for our lithium projects, we will evaluate various project financing options, including possible strategic partnering opportunities. We will also require approval from our Board of Directors prior to proceeding with these additional cash expenditures.

As of September 30, 2022, we had entered into land acquisition contracts in North Carolina totaling $40.8 million, of which we expect to close and fund $3.5 million throughout the remainder of 2022, $20.2 million in 2023, $15.6 million in 2024, and $1.5 million in 2025. These amounts do not include closing costs such as attorney’s fees, taxes and commissions. We are not obligated to exercise our land option agreements, and we are able to cancel our land acquisition contracts, at our option and with de minimis cancellation costs, during the contract due diligence period. Certain land option agreements and land acquisition contracts become binding upon commencement of construction for Carolina Lithium.

We have submitted loan applications to the Advanced Technology Vehicles Manufacturing Loan Program (“ATVM”) of the Loan Programs Office of the DOE for potential funding of program eligible capital costs associated with a concentrator and lithium hydroxide conversion facilities for our proposed Carolina Lithium project and a lithium hydroxide conversion facility for our proposed Tennessee Lithium project. We cannot be certain that our loan applications will be approved or will have terms acceptable to us. Additionally, our eligibility for an ATVM loan for our Tennessee Lithium project may be reduced as a result of our award of the DOE $141.7 million grant for the same project.

Historically, we have been successful raising cash through equity financing; however, no assurances can be given that additional financing will be available in amounts sufficient to meet our needs or on terms that are acceptable to us. If we issue additional shares of our common stock, it would result in dilution to our existing shareholders. There are many factors that could significantly impact our ability to raise funds through equity and debt financing as well as influence the timing of future cash flows. These factors include, but are not limited to, permitting and approvals for our projects, our ability to access capital markets, stock price volatility, commodity price volatility, uncertain economic conditions, and access to labor. See Part I,II, Item 1A, “Risk ~~Factors.”~~Factors” in ~~our Transition Report for the six-month period ended December 31, 2021.~~this Form 10-Q.

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Cash Flows

The following table is a condensed schedule of cash flows provided as part of the discussion of liquidity and capital resources:

Nine Months Ended
September 30,
2022 2021
Net cash used in operating activities $ (22,041,466) $ (21,988,447)
Net cash used in investing activities (45,794,340) (81,293,071)
Net cash provided by financing activities 121,179,738 114,297,676
Net increase in cash and cash equivalents $ 53,343,932 $ 11,016,158


	Three Months Ended March 31,
Net cash provided by (used in):	2023		2022

Operating activities	$	(9,512,132)	$	(8,849,009)
Investing activities	(31,477,908)		(11,297,724)
Financing activities	70,966,469		121,812,242
Net increase in cash and cash equivalents	$	29,976,429	$	101,665,509

Cash Flows from Operating Activities

Operating activities used ~~$22.0~~$9.5 million and ~~$22.0~~$8.8 million in the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively, resulting in an increase in cash used in operating activities of ~~$0.1~~$0.7 million. The increase ~~in cash used in operating activities~~ was primarily due to ~~changes~~an increase in ~~working capital totaling $4.1~~net loss of $1.6 million after adjusting for noncash items, including gain on dilution, loss from equity method investments, stock compensation expense, and deferred taxes. This increase in cash flows from operating activities was partially offset by a decrease in ~~net loss adjusted for noncash items~~working capital use of ~~$4.0 million in the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021.~~$0.9 million.

Cash Flows from Investing Activities

Investing activities used ~~$45.8~~$31.5 million and ~~$81.3~~$11.3 million in the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively, resulting in ~~a decrease~~an increase in cash used in investing activities of ~~$35.5~~$20.2 million. The ~~decrease in cash used in investing activities~~increase was mainly due to ~~a decrease~~(i) an increase in investments in equity investments ~~in Sayona for purchases~~ of ~~Sayona’s common stock totaling $17.4~~$10.0 million relating to Sayona Quebec ~~primarily~~ for additional investments to fund the NAL restart and (ii) an increase in land purchased for Carolina Lithium of ~~North American Lithium totaling $11.5~~$7.3 million and ~~Atlantic Lithium totaling $15.9~~(iii) an increase in front-end engineering expenses for Tennessee of $5.0 million. These ~~decreases~~increases were partially offset by ~~increases~~decreases in cash advances to Atlantic Lithium totaling $2.8 million, for exploration and evaluation activities ~~for phase one~~related to Phase 1 of ~~the Ewoyaa project totaling $9.8 million in the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021.~~Ewoyaa.

Cash Flows from Financing Activities

Financing activities provided ~~$121.2~~$71.0 million and ~~$114.3~~$121.8 million in the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively, resulting in ~~an increase~~a decrease in cash provided of ~~$6.9~~$50.8 million. The ~~increase~~decrease in cash from financing activities was mainly due to a ~~$7.3~~$51.0 million ~~increase~~decrease in net cash proceeds from issuances of our common stock and cash exercises of stock options in the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 compared to ~~September 30, 2021.~~March 31, 2022. The ~~increase~~decrease in cash provided was partially offset by an ~~increase~~decrease in debt payments totaling ~~$0.4~~$0.1 million.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

~~Our market risks~~Other than the items listed below, there have ~~not changed significantly~~been no material changes in our risk factors from those disclosed in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our ~~Transition~~Annual Report for the ~~six-month period~~year ended December 31, ~~2021.~~2022.

The transportation industry is faced with economic inflation and possible recession. A prolonged period of inflation could result in increased interest rates, higher fuel prices, and decreased consumer spending, which could have a negative impact on our business and financial results. The results of these impacts could include supply chain instability, longer lead times, delayed orders, and continued issues with capacity constraints in driver, truck, and shipping container availability.

Since Russia’s invasion of Ukraine, global supply chains have experienced increased fuel prices. While the Company does not have direct exposure to these geographies, we cannot predict how global supply chain activities, or the economy at large may be impacted by a prolonged war in Ukraine or sanctions imposed in response to the war.

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Item 4. Controls and Procedures.

Our management, under supervision and with the participation of our Chief Executive Officer (our Principal Executive Officer) and Chief Financial Officer (our Principal Financial Officer and Principal Accounting Officer), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of ~~September 30, 2022.~~March 31, 2023. Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of ~~September 30, 2022.~~March 31, 2023. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Changes in Internal Control over Financial Reporting

During the quarter ended September 30, 2022, we implemented a new accounts payable workflow system and a new enterprise resource planning (“ERP”) system, which replaced our existing core financial systems, resulting in changes to our financial close processes and procedures. As a result of the implementation, certain internal controls over financial reporting were automated, modified or implemented. While we believe the new accounts payable workflow system and ERP system will enhance our internal controls over financial reporting, there are inherent risks in implementing any new system, and we will continue to evaluate these control changes as part of our assessment of control design and effectiveness throughout 2022.

There were no ~~other~~ changes in internal control over financial reporting identified in the evaluation for the quarter ended ~~September 30, 2022~~March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS.

Information regarding legal proceedings is contained in Note 11 — Commitments and Contingencies of the unaudited consolidated financial statements contained in this report and is incorporated herein by reference.

Item 1A. RISK FACTORS.

Other than the items listed below, there have been no material changes in our risk factors from those disclosed in Part I, Item 1A, “Risk ~~Factors.~~Factors” in our ~~Transition~~Annual Report for the ~~six-month period~~year ended December 31, ~~2021.~~

2022.

Our ~~business is subject to cybersecurity risks.~~cash and cash equivalents could be adversely effected if the financial institutions in which it holds its cash and cash equivalents fail.

~~Our operations depend~~We maintain cash deposits in accounts that, at times may exceed the amount of insurance provided on ~~effective and secure information technology systems. Threats to information technology systems, including as~~such deposits by the Federal Deposit Insurance Corporation (“FDIC”). If one or more of the financial institutions in which we hold cash deposits fails, we could lose all or a ~~result~~portion of ~~cyberattacks and cyber incidents, continue to grow. Cybersecurity risks could include, but are not limited to, malicious software, attempts to gain unauthorized~~our uninsured cash balances. If access to our ~~data~~cash accounts in the future is impaired, whether temporarily or otherwise, we may be unable to pay our operational expenses such as payroll or make other payments. There can be no assurance that the FDIC will take actions to support deposits in excess of existing FDIC insured limits. If banks and financial institutions enter receivership or become insolvent in the ~~unauthorized release, corruption~~future, including the financial institutions in which we, our equity method investments, or ~~loss of~~ our ~~data~~customers hold cash, our and ~~personal information,~~their ability to access existing cash, cash equivalents, and ~~interruptions in communication.~~

~~It is possible that our business, financial~~investments may be threatened and other systems could be compromised, which could go unnoticed for a prolonged period of time. While we have not experienced a material breach of our information technologies and we attempt to mitigate these risks by employing a number of measures, including employee training, technical security controls and maintenance of backup and protective systems, our networks, products and services remain vulnerable to known or unknown cybersecurity attacks and other threats, any of which could have a material adverse effect on our business ~~results of operations,~~and financial ~~condition and cash flows.~~

~~We do not control certain aspects~~condition. In addition, there is a risk that one or more of our ~~equity method investments.~~

~~We apply~~current service providers, financial institutions, and other partners may be adversely affected by the ~~equity method to investments when we have the~~foregoing risks, which could directly affect our ability to ~~exercise significant influence over~~conduct our business plans on schedule and on budget.

The planned Tennessee Lithium project will be dependent upon our ability to source spodumene concentrate feedstock to be converted to lithium hydroxide at the ~~operational decision-making authority and financial policies of~~facility.

Tennessee Lithium will depend upon sourcing spodumene concentrate to produce lithium hydroxide. We intend to provide spodumene concentrate to Tennessee Lithium from our international assets, primarily the ~~investee, but~~Ewoyaa Lithium Project in Ghana. While we do not ~~exercise control. Our equity method investees’ are governed by their own board of directors, whose members~~ have ~~fiduciary duties~~reason to believe that spodumene concentrate from Ewoyaa would not be available, we expect there to be options available for exploring alternative sources to feed Tennessee Lithium, if needed, especially given the ~~investees’ shareholders. While we have certain rights to appoint representatives to the board of directors, the interests~~benefits of the ~~investees’ shareholders may not align with~~Inflation Reduction Act for producers who supply the U.S. electric vehicle market. However, we cannot guarantee our ~~interests or the interests of~~ability to source spodumene concentrate, and our ~~shareholders.~~

In addition, we are generally dependent on the management team of our equity method investments to operate and control such projects or businesses. While we may exert influence pursuant to having positions on the boards of such investments and through certain limited governance or oversight roles, we do not always have this type of influence and the scope and impact of such influence may be limited. The management teams of our equity method investments may not have the level of experience, technical expertise, human resources, management and other attributes necessary to operate these projects or businesses optimally, and they may not share our business priorities, which could have a material adverse effect on the value of such investments as well as our growth, business, financial condition, results of operations and prospects.

~~We will need to improve our financial and operational systems to manage our growth effectively and support our future manufacturing operations, and an~~ inability to do so ~~could harm our business and results of operations.~~

To manage our growth and support our future manufacturing operations, we will need to upgrade our operational and financial systems and procedures, which requires management time and may result in significant additional expense. In 2022, we replaced our legacy ERP system in order to improve controls over financial reporting and accommodate our expanding operations. We cannot be certain that we will institute, in a timely or efficient manner or at all, the improvements to our managerial, operational and financial systems and procedures necessary to support our anticipated increased levels of operations. Problems associated with, or disruptions resulting from, any improvement or expansion of our operational and financial systems could adversely affect our relationships with our suppliers and customers, inhibitwould negatively impact our ability to ~~expand or take advantage of market opportunities, cause harm to our reputation, result~~produce lithium hydroxide in errors in our financial and other reporting, and affect our ability to maintain an effective internal control environment and meet our external reporting obligations, any of which could harm our business and operating results and affect our stock price.

~~Table~~ of ~~Contents~~

~~If we do not satisfy the terms of our U.S. Department of Energy grant, we may not receive the entire amount of the grant we were awarded.~~

We have been awarded a $141.7 million grant under the Bipartisan Infrastructure Law and the expansion of domestic manufacturing of batteries for electric vehicles initiative with the DOE. As part of the Company’s selection for this DOE funding, Piedmont Lithium has been invited to negotiate the specific terms of the grant, including timing and any co-funding. The final details of the project grant are subject to these negotiations. The grant will not be final until Piedmont Lithium and the DOE have agreed to the specific terms of the grant. Once the terms have been finalized, funding of the grant will remain subject to satisfaction, from time to time, of conditions and financial reporting requirements set forth in those terms. If we are unable to meet the obligation of the grant, we will be unable to take advantage of the entire award, and could become ineligible for continued participation in the program. We cannot assure that all of the future requirements under the Grant will be satisfied and/or the contract will not be terminated prior to receiving all of the proceeds.Tennessee.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

Item 3. DEFAULTS UPON SENIOR SECURITIES.

None.

Item 4. MINE SAFETY DISCLOSURES.

Not applicable because we do not currently operate any mines subject to the U.S. Federal Mine Safety and Health Act of 1977.

Item 5. OTHER INFORMATION.

None.

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Item 6. EXHIBITS.

Exhibit Index


Exhibit Number			Description
3.1			Amended and Restated Certificate of Incorporation of Piedmont Lithium Inc. (filed with the SEC as Exhibit 3.1 to the Company’s Current Report on Form 8-K12B filed on May 18, 2021)
3.2			Amended and Restated Bylaws of Piedmont Lithium Inc. (filed with the SEC as Exhibit ~~3.2~~3.1 to the Company’s Current Report on Form ~~8-K12B~~8-K filed on ~~May 18, 2021)~~February 24, 2023)









31.1*			Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*			Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*			Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*			Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*			XBRL Instance Document - - embedded within the Inline XBRL document
101.SCH*			XBRL Taxonomy Extension Schema Document
101.CAL*			XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*			XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*			XBRL Taxonomy Extension Label Linkbase Document
101.PRE*			XBRL Taxonomy Extension Presentation Linkbase Document
104*			Cover page Interactive Data file (formatted as Inline XBRL and contained in Exhibit 101).

__________________________

*Filed herewith.

~~+ Indicates management contract or compensatory plan.~~

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.


	Piedmont Lithium Inc.
	(Registrant)

Date: ~~November 4, 2022~~May 5, 2023	By:	/s/ Michael White
		Michael White
		Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)


			Page
~~Part~~PART I - Financial Information
	Item 1.	Financial Statements	43
		Consolidated Balance Sheets	43
		Consolidated Statements of Operations	54
		Consolidated Statements of Comprehensive ~~Income (~~Loss)	65
		Consolidated Statements of Cash Flows	76
		Consolidated Statements of Changes in Equity	87
		Notes to the Consolidated Financial Statements	108
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2217
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3027
	Item 44..	Controls and Procedures	3027

~~Part~~PART II - Other Information
	Item 1.1 .	Legal Proceedings	3227
	Item 1A.	Risk Factors	3227
	Item 2.2 .	Unregistered Sales of Equity Securities and ~~Use~~U se of Proceeds	3327
	Item 3.3 .	Defaults Upon Senior Securities	3327
	Item 4.4 .	Mine Safety Disclosures	3327
	Item 5.5 .	Other Information	3327
	Item 6.6 .	Exhibits	3328

Signatures			3429


	Three Months Ended September 30, 2021
	Sayona		Sayona Quebec		Atlantic Lithium		Total
Balance at beginning of period	$	11,194,905	$	5,067,593	$	—	$	16,262,498
Additional investments	7,183,273		19,449,545		15,949,288		42,582,106
Loss from equity method investments	(374,151)		(36,387)		—		(410,538)
Share of income (loss) from equity method investments included in other comprehensive loss	105,263		—		—		105,263
Balance at end of period	$	18,109,290	$	24,480,751	$	15,949,288	$	58,539,329


	Nine Months Ended September 30, 2022
	Sayona		Sayona Quebec		Atlantic Lithium		Total
Balance at beginning of period	$	18,256,488	$	25,215,851	$	15,400,371	$	58,872,710
Additional investments	1,075,921		13,011,051		—		14,086,972

Gain (loss) on dilution of equity method investments (1)	29,401,727		—		(34,446)		29,367,281
Loss from equity method investments	(2,507,711)		(1,646,382)		(2,393,406)		(6,547,499)
Share of income (loss) from equity method investments included in other comprehensive loss	1,401,133		44,760		(391,919)		1,053,974
Balance at end of period	$	47,627,558	$	36,625,280	$	12,580,600	$	96,833,438


	Nine Months Ended September 30, 2021
	Sayona		Sayona Quebec		Atlantic Lithium		Total
Balance at beginning of period	$	—	$	—	$	—	$	—
Additional investments	18,474,092		24,517,138		15,949,288		58,940,518
Loss from equity method investments	(438,777)		(36,387)		—		(475,164)
Share of income (loss) from equity method investments included in other comprehensive loss	73,975		—		—		73,975
Balance at end of period	$	18,109,290	$	24,480,751	$	15,949,288	$	58,539,329


	As of September 30, 2022
	Sayona		Sayona Quebec	Atlantic Lithium
Fair value of equity investments where market values from publicly traded entities are readily available	$	178,254,197	Not publicly traded	$	28,440,000


	Three Months Ended September 30,
	2022						2021
	Sayona		Sayona Quebec		Atlantic Lithium		Sayona		Sayona Quebec
Revenue	$	—	$	—	$	—	$	—	$	—
Net loss from operations	(1,584,963)		(1,815,945)		(13,458,082)		(1,880,157)		(145,550)
Other comprehensive income (loss), net of tax	9,275,626		—		(1,361,066)		528,961		—
Comprehensive income (loss)	7,690,663		(1,815,945)		(14,819,148)		(1,351,196)		(145,550)


	Nine Months Ended September 30,
	2022						2021
	Sayona		Sayona Quebec		Atlantic Lithium		Sayona		Sayona Quebec
Revenue	$	—	$	—	$	—	$	—	$	—
Net loss from operations	(15,397,751)		(6,585,527)		(24,287,222)		(2,204,911)		(145,550)
Other comprehensive income (loss), net of tax	9,666,593		179,041		(3,968,514)		371,737		—
Comprehensive loss	(5,731,158)		(6,406,486)		(28,255,736)		(1,833,174)		(145,550)