UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM 10-Q

~~__________________________~~


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

For the quarterly period ended ~~June 30, 2023~~March 31, 2024


☐			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.

(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: (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 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 ☐

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 Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Emerging growth company

☐

Non-accelerated filer

☐

Smaller reporting 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 Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~August 04, 2023,~~May 03, 2024, there were ~~19,195,889~~19,369,394 shares of the Registrant’s common stock outstanding.

Table of Contents

GLOSSARY OF TERMS AND DEFINITIONS

When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below:




Air Permit		Conditional Major Non-Title V Construction and Operating Air Permit
Annual Report	Annual Report on Form 10-K
ASC	Accounting Standards Codification
ASX	Australian Securities Exchange
Atlantic Lithium	Atlantic Lithium Limited
Atlantic Lithium Ghana	Atlantic Lithium’s Ghanaian-based lithium portfolio companies
ATVM	Advanced Technology Vehicles Manufacturing
Authier	Authier Lithium project

Carolina Lithium	Carolina Lithium project



CODM	Chief Operating Decision Maker


DAP	delivered at place
DEMLR	Department of Energy, Mineral and Land Resources
DFS	definitive feasibility study
dmt	dry metric ton
DOE	U.S. Department of Energy




Ewoyaa	Ewoyaa Lithium project
Exchange Act	Securities Exchange Act of 1934

FDIC	Federal Deposit Insurance Corporation






Killick Lithium	Killick Lithium Inc.


LG Chem	LG Chem, Ltd.
Li2O	lithium oxide


MIIF	Minerals Income Investment Fund of Ghana
Milestone PRAs	PRAs that could be earned based upon achievement of certain specified milestones



NAL	North American Lithium Inc.
Nasdaq	Nasdaq Capital Market
NCDEQ	North Carolina Department of Environmental Quality



Piedmont Australia	Piedmont Lithium Pty Ltd (formerly named Piedmont Lithium Limited)

PRAs	performance rights awards



Ricca	Ricca Resources Limited

RSUs	restricted stock units
Sayona Mining	Sayona Mining Limited
Sayona Quebec	Sayona Quebec Inc.
SEC	Securities and Exchange Commission


spodumene concentrate	spodumene concentrate or SC[X] where “X” represents the lithium content of the concentrate on an Li2O% basis
Stock Incentive Plan	Piedmont Lithium Inc. Stock Incentive Plan adopted by our board in March 2021
Tansim	Tansim Lithium project

Tennessee Lithium	Tennessee Lithium project
Title V Permit	Title V Prevention of Significant Deterioration Permit
TSR PRAs	PRAs related to market goals based on a comparison of Piedmont Lithium’s total shareholder return relative to the total shareholder return of a pre-determined set of peer group companies for the performance periods
U.S.	United States of America
U.S. GAAP	U.S. generally accepted accounting principles

Vinland Lithium	Vinland Lithium Inc.

Table of Contents


			Page
Glossary of Terms and Definitions			2
PART I - Financial Information
	Item 1.	Financial Statements	4
		~~Consolidated Balance Sheets~~	4
		Consolidated Statements of Operations	54
		Consolidated Statements of ~~Comprehensive~~ Comprehensiv e Loss	5
		Consolidated Balance Sheets	6
		Consolidated Statements of Cash Flows	7
		Consolidated Statements of Changes in Equity	8
		Notes to the Consolidated Financial Statements	9
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1920
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2928
	Item 4.	Controls and Procedures	2928

PART II - Other Information
	Item 1.	Legal Proceedings	29
	Item 1A.	Risk Factors	29
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
	Item 3.	Defaults Upon Senior Securities	29
	Item 4.	Mine Safety Disclosures	29
	Item 5.	Other Information	29
	Item 6.	Exhibits	30

Signatures			31

Table of Contents

~~Part~~

PART I - ~~Financial Information~~FINANCIAL INFORMATION

Item 1. Financial Statements.

PIEDMONT LITHIUM INC.

CONSOLIDATED ~~BALANCE SHEETS~~STATEMENTS OF OPERATIONS

(In thousands, except per share amounts) (Unaudited)


	Three Months Ended March 31,
		2024		2023
Revenue		$	13,401	$	—
Costs of sales		12,710		—
Gross profit		691		—

Exploration costs		53		757
Selling, general and administrative expenses		9,874		8,621
Total operating expenses		9,927		9,378
Loss from equity method investments		(5,440)		(2,742)
Loss from operations		(14,676)		(12,120)

Interest income		827		763
Interest expense		(222)		(15)
Gain on equity securities		1,384		—
Loss from foreign currency exchange		(131)		(49)
(Loss) gain on sale of equity method investments(1)		(13,886)		3,275
Total other (loss) income		(12,028)		3,974
Loss before taxes		(26,704)		(8,146)
Income tax (benefit) expense		(3,093)		493
Net loss		$	(23,611)	$	(8,639)


Basic and diluted net loss per weighted-average share		$	(1.22)	$	(0.47)


Basic and diluted weighted-average shares outstanding		19,326		18,524

(Unaudited)
June 30,
2023 December 31,
2022
Assets
Cash and cash equivalents $ 88,748,419 $ 99,246,963
Other current assets 4,904,795 2,611,841
Total current assets 93,653,214 101,858,804
Property, plant and mine development, net 101,685,472 71,540,798
Other non-current assets 23,556,684 18,873,679
Equity method investments in unconsolidated affiliates 124,040,126 95,647,802
Total assets $ 342,935,496 $ 287,921,083
Liabilities and Stockholders’ Equity
Accounts payable and accrued expenses 12,149,805 12,861,514
Current portion of long-term debt 277,316 425,187
Other current liabilities 290,768 124,464
Total current liabilities 12,717,889 13,411,165
Long-term debt, net of current portion 72,099 163,425
Operating lease liabilities, net of current portion 1,253,561 1,176,709
Deferred tax liabilities 3,456,971 2,881,123
Total liabilities 17,500,520 17,632,422
Commitments and contingencies (Note 11)
Stockholders’ equity:
Common stock; $0.0001 par value, 100,000,000 shares authorized; 19,195,889 and 18,073,367 shares issued and outstanding at June 30, 2023, and December 31, 2022, respectively 1,919 1,807
Additional paid-in capital 456,758,193 381,241,814
Accumulated deficit (124,936,546) (105,657,674)
Accumulated other comprehensive loss (6,388,590) (5,297,286)
Total stockholders’ equity 325,434,976 270,288,661
Total liabilities and stockholders’ equity $ 342,935,496 $ 287,921,083
__________________________

(1)(Loss) gain on equity method investments includes a loss on the sale of shares in Sayona Mining of $17,215, partially offset by a gain on the sale of shares in Atlantic Lithium of $3,143 and a gain on dilution related to the issuance of additional shares of Atlantic Lithium of $186 for the three months ended March 31, 2024. For the three months ended March 31, 2023, the gain of $3,275 in equity method investments includes a gain on dilution related to the issuance of additional shares of Sayona Mining. See Note 6—Equity Method Investments.

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

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PIEDMONT LITHIUM INC.

CONSOLIDATED STATEMENTS OF ~~OPERATIONS~~COMPREHENSIVE LOSS

(In thousands) (Unaudited)

Three Months Ended
June 30, Six Months Ended
June 30,
2023 2022 2023 2022
Operating expenses:
Exploration and mine development costs $ 440,190 $ 882,874 1,196,964 1,050,712
General and administrative expenses 11,986,634 7,461,365 20,608,084 13,039,370
Total operating expenses 12,426,824 8,344,239 21,805,048 14,090,082
Loss from equity method investments in unconsolidated affiliates (2,675,145) (1,155,379) (5,417,509) (4,544,882)
Loss from operations (15,101,969) (9,499,618) (27,222,557) (18,634,964)
Other income (expense):
Interest income 1,165,341 288 1,928,791 288
Interest expense (11,160) (34,214) (25,677) (76,610)
Loss from foreign currency exchange (17,878) (47,759) (67,144) (24,649)
Gain on dilution of equity method investments in unconsolidated affiliates 3,975,337 — 7,249,869 —
Total other income (expense) 5,111,640 (81,685) 9,085,839 (100,971)
Loss before taxes (9,990,329) (9,581,303) (18,136,718) (18,735,935)
Income tax expense 648,811 — 1,142,154 —
Net loss $ (10,639,140) $ (9,581,303) $ (19,278,872) $ (18,735,935)
Basic and diluted net loss per weighted-average share $ (0.55) $ (0.53) $ (1.02) $ (1.10)
Basic and diluted weighted-average number of shares
outstanding
19,186,640 17,930,926 18,856,995 17,019,262


	Three Months Ended March 31,
		2024		2023
Net loss		$	(23,611)	$	(8,639)
Other comprehensive income (loss), net of tax:

Foreign currency translation adjustment of equity method investments(1)		87		(2,213)
Other comprehensive income (loss), net of tax		87		(2,213)
Comprehensive loss		$	(23,524)	$	(10,852)

__________________________

(1)Foreign currency translation adjustment of equity method investments is presented net of tax (expense) benefit of $(223) and $663 for the three months ended March 31, 2024 and 2023, respectively.

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

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PIEDMONT LITHIUM INC.

CONSOLIDATED ~~STATEMENTS OF COMPREHENSIVE LOSS~~BALANCE SHEETS

~~(Unaudited)~~(In thousands, except per share amounts)

Three Months Ended
June 30, Six Months Ended
June 30,
2023 2022 2023 2022
Net loss $ (10,639,140) $ (9,581,303) $ (19,278,872) $ (18,735,935)
Other comprehensive income (loss):
Foreign currency translation adjustment of equity method
investments, net of tax(1)
1,121,968 (342,767) (1,091,304) (149,123)
Other comprehensive income (loss), net of tax 1,121,968 (342,767) (1,091,304) (149,123)
Comprehensive loss $ (9,517,172) $ (9,924,070) $ (20,370,176) $ (18,885,058)

~~__________________________~~

~~(1)~~Foreign currency translation adjustment of equity method investments is presented net of tax (expense) benefit of $(96,050) and $566,306 for the three and six months ended June 30, 2023, respectively. We did not reflect a tax expense during the three and six months ended June 30, 2022 because we had a full tax valuation allowance in impacted jurisdictions during this period.


	(Unaudited)
Assets	March 31, 2024		December 31, 2023

Cash and cash equivalents	$	71,444	$	71,730
Accounts receivable	4,247		595

Other current assets	10,359		3,829
Total current assets	86,050		76,154
Property, plant and mine development, net	129,785		127,086

Advances to affiliates	33,870		28,189
Other non-current assets	2,029		2,164
Equity method investments	83,469		147,662
Total assets	$	335,203	$	381,255

Liabilities and Stockholders’ Equity


Accounts payable and accrued expenses	$	7,700	$	11,580
Payables to affiliates	1,761		174
Current portion of long-term debt	155		149
Other current liabilities	9,194		29,463
Total current liabilities	18,810		41,366
Long-term debt, net of current portion	204		14
Operating lease liabilities, net of current portion	1,007		1,091
Other non-current liabilities	4,115		431
Deferred tax liabilities	—		6,023
Total liabilities	24,136		48,925
Commitments and contingencies (Note 12)
Stockholders’ equity:
Common stock; $0.0001 par value, 100,000 shares authorized; 19,365 and 19,272 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	2		2
Additional paid-in capital	465,160		462,899
Accumulated deficit	(150,455)		(126,844)
Accumulated other comprehensive loss	(3,640)		(3,727)
Total stockholders’ equity	311,067		332,330
Total liabilities and stockholders’ equity	$	335,203	$	381,255

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

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PIEDMONT LITHIUM INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) (Unaudited)

Three Months Ended
March 31,

Cash flows from operating activities:

2024

2023

Six Months Ended
June 30,

Net loss

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Stock-based compensation expense

Loss from equity method investments

Loss (gain) on sale of equity method investments

Gain on equity securities

Deferred taxes

Depreciation and amortization

Noncash lease expense

2023

2022

Cash flows from operating activities:

Net loss

(19,278,872)

(18,735,935)

Adjustments to reconcile net loss to net cash used in operating activities:

Stock-based compensation expense

4,310,353

1,382,905

Loss from equity method investments in unconsolidated affiliates

5,417,509

4,544,882

Gain on dilution of equity method investments in unconsolidated affiliates

(7,249,869)

—

Deferred taxes

1,142,154

—

Depreciation

105,798

11,208

Noncash lease expense

95,697

60,919

Loss on sale of property, plant and mine development

—

11,542

Unrealized loss on investment

12,947

23,824

Changes in operating assets and liabilities:

Unrealized foreign currency translation losses

Changes in assets and liabilities:

Accounts receivable

Other assets

(2,018,989)

(1,969,142)

Operating lease liabilities

(80,464)

(59,430)

Accounts payable

(1,072,539)

(486,145)

Accrued expenses and other current liabilities

(1,071,726)

(2,638,479)

Payables to affiliates

Accrued expenses and other liabilities

Net cash used in operating activities

(19,688,001)

(17,853,851)

Cash flows from investing activities:

Capital expenditures

(28,695,695)

(11,533,913)

Advances on Ewoyaa Lithium Project (Ghana)

(4,742,466)

(7,099,355)

Investment in and advances to affiliates

(28,217,574)

(10,054,904)

Net cash used in investing activities

(61,655,735)

(28,688,172)

Capital expenditures

Advances to affiliates

Proceeds from sale of marketable securities

Proceeds from sale of shares in equity method investments

Additions to equity method investments

Net cash provided by (used in) investing activities

Cash flows from financing activities:

Proceeds from issuances of common stock, net of issuance costs

71,084,389

122,059,476

Proceeds from exercise of stock options

—

93,326

Proceeds from issuances of common stock, net of issuance costs

Principal payments on long-term debt

(239,197)

(822,066)

Net cash provided by financing activities

70,845,192

121,330,736

Principal payments on long-term debt

Payments to tax authorities for employee stock-based compensation

Net cash (used in) provided by financing activities

Net (decrease) increase in cash

(10,498,544)

74,788,713

Cash and cash equivalents at beginning of period

99,246,963

64,244,983

Cash and cash equivalents at end of period

88,748,419

139,033,696

Cash and cash equivalents at end of period

Supplemental disclosure of cash flow information:

Noncash capital expenditures in accounts payable and accrued expenses

6,773,298

2,004,734

Noncash capital expenditures in accounts payable and accrued expenses

Noncash investment in affiliates for issuance of company stock

Cash paid for interest

25,677

76,612

Capitalized stock-based compensation

121,749

122,418

Noncash acquisitions of mining interests financed by sellers

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

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PIEDMONT LITHIUM INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands) (Unaudited)


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares	Amount
December 31, 2023	19,272	$	2	$	462,899	$	(126,844)	$	(3,727)	$	332,330
Issuance of common stock, net of issuance costs	53	—		747		—		—		747
Stock-based compensation, net of forfeitures	—	—		2,106		—		—		2,106
Shares issued for exercise/vesting of stock-based compensation awards	67	—		—		—		—		—
Shares surrendered for tax obligations for stock-based transactions	(27)	—		(592)		—		—		(592)

Equity method investments adjustments in other comprehensive income (loss), net of tax	—	—		—		—		87		87
Net loss	—	—		—		(23,611)		—		(23,611)
March 31, 2024	19,365	$	2	$	465,160	$	(150,455)	$	(3,640)	$	311,067

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
Stock-based compensation, net of forfeitures — — 3,266,064 — — 3,266,064
Shares issued for exercise/vesting of share-based compensation awards 12,576 1 (1) — — —
Equity method investment adjustments in other comprehensive income (loss), net of tax — — — — 1,121,968 1,121,968
Net loss — — — (10,639,140) — (10,639,140)
June 30, 2023 19,195,889 $ 1,919 $ 456,758,193 $ (124,936,546) $ (6,388,590) $ 325,434,976

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
Stock-based compensation, net of forfeitures — — 1,591,231 — — 1,591,231
Shares issued for exercise/vesting of share-based compensation awards 35,337 3 93,323 — — 93,326
Equity method investment adjustments 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


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares	Amount
December 31, 2022	18,073	$	2	$	381,242	$	(105,658)	$	(5,297)	$	270,289
Issuance of common stock, net of issuance costs	1,097	—		71,084		—		—		71,084
Stock-based compensation, net of forfeitures	—	—		1,166		—		—		1,166
Shares issued for exercise/vesting of stock-based compensation awards	13	—		—		—		—		—
Equity method investments adjustments in other comprehensive income (loss), net of tax	—	—		—		—		(2,213)		(2,213)
Net loss	—	—		—		(8,639)		—		(8,639)
March 31, 2023	19,183	$	2	$	453,492	$	(114,297)	$	(7,510)	$	331,687

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

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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, multi-asset, integrated lithium business in support of a clean energy economy and U.S. and 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 wholly-owned projects includes ~~our~~Carolina Lithium, a proposed, fully integrated spodumene ore-to-lithium hydroxide project in Gaston County, North Carolina, and Tennessee Lithium, ~~project (“Tennessee Lithium”),~~ a proposed merchant lithium hydroxide manufacturing plant in McMinn County, ~~Tennessee, and our Carolina Lithium project (“Carolina Lithium”), a proposed, fully integrated spodumene concentrate-to-lithium hydroxide project in Gaston County, North Carolina.~~Tennessee. The balance of our project portfolio includes strategic investments in lithium assets in Quebec, Canada, including the ~~producing North American Lithium (“NAL”) mine, and~~operating NAL mine; in Ghana, West Africa with Atlantic Lithium, ~~Limited (“Atlantic Lithium”),~~ including ~~the Ewoyaa Lithium Project (“Ewoyaa”).~~Ewoyaa; and in Newfoundland, Canada with Vinland Lithium.

Basis of Presentation

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”)~~GAAP and in conformity with the rules and regulations of the ~~Securities and Exchange Commission (the “SEC”).~~SEC. Certain prior period amounts have been reclassified to be consistent with current period presentation. 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. Our reporting currency is U.S. 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 audited consolidated financial statements and notes included in our ~~amended~~ Annual Report ~~on Form 10-K/A~~ for the year ended December 31, ~~2022.~~2023. 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, ~~2023,~~2024, for any other future interim ~~period,~~periods, 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.~~

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 and marketable securities, income tax uncertainties, valuation of deferred tax assets, contingent assets and liabilities, legal claims, asset impairments, provisional revenue adjustments, collectability of receivables, 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 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 estimates and actual results, future results of operations will be affected.

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 method investments in international projects, permitting and

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construction delays, the need for additional capital or financing to fund operating losses and investments in our lithium projects and affiliates in Quebec and Ghana, competition from substitute products and services, protection of proprietary technology, litigation, and dependence on key individuals.

We have accumulated deficits of ~~$124.9~~$150.5 million and ~~$105.7~~$126.8 million as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively. We ~~have incurred net losses and utilized~~had available cash ~~in operations since inception, and we expect to incur future additional losses. We have cash available~~ on hand of $71.4 million as of March 31, 2024, and believe this cash will be sufficient to fund our operations and

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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, capital expenditures, and investments as necessary. ~~Until commercial production is achieved from~~No assurances can be given that any additional cost reduction strategies we undertake would be sufficient to meet our ~~planned operations, we will~~needs.We may 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.

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.

Significant Accounting Policies

There have been no ~~significant~~ changes ~~in accounting policies as of June 30, 2023. For a further discussion of our~~to significant accounting policies ~~see~~described in Note 2—Summary of Significant Accounting Policies within Part II, Item 8 of our Annual Report for the year ended December 31, ~~2022.~~2023.

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.

2.~~PROPERTY, PLANT AND MINE DEVELOPMENT~~REVENUE

~~Property, plant~~We recognize revenue from product sales at a point in time when performance obligations are satisfied under the terms of contracts with our customers. A performance obligation is deemed to be satisfied when control of the product is transferred to our customer, which is typically upon delivery to the shipping carrier. There currently are no contracts with multiple performance obligations, and there have been no unsatisfied performance obligations. Revenue is measured as the amount of consideration expected to be received in exchange for transferring the goods. Initial pricing is typically billed 5 days to 30 days after the departure of the shipment and paid between 15 days to 75 days of the shipment. Final adjustments to prices may take longer to resolve. When the final price has not been resolved by the end of a reporting period, we estimate the expected sales price based on the initial price, market pricing, and known quality measurements. We warrant to our customers that our products conform to mutually agreed product specifications.

We are subject to provisional revenue adjustments associated with commodity price fluctuations for our spodumene concentrate sales. These adjustments are unknown until final settlement. Revenue and provisional adjustments are reflected in the following table:


(in thousands)	Three Months Ended March 31, 2024
Spodumene concentrate sales	$	13,070
Provisional revenue adjustments	331
Revenue	$	13,401

We commenced sales of spodumene concentrate in the second half of 2023. We did not record revenue during the three months ended March 31, 2023.

3.STOCK-BASED COMPENSATION

Stock Incentive Plans

Under our Stock Incentive Plan, we are authorized to grant 3,000,000 shares, or share equivalents, 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, and stock appreciation rights fully vest after three years of service and expire at the end of ten years. PRAs vest upon achievement of certain pre-established performance targets that are based on specified performance criteria over a performance period. As of March 31, 2024, 1,738,522 shares of common stock were available for issuance under our Stock Incentive Plan.

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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, 2024, we had remaining unvested stock-based compensation expense of $11.7 million to be recognized through December 31, 2026. Additionally, and if applicable, we capitalize personnel expenses, including stock-based compensation expenses, attributable to the development of our mine ~~development, net,~~and construction of our plants. 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:

June 30,
2023 December 31,
2022
Mining interests $ 70,472,674 $ 56,119,627
Mine development 3,908,275 3,050,239
Land 720,033 720,033
Leasehold improvements 401,264 281,008
Facilities and equipment 896,301 675,795
Construction in process 25,478,088 10,779,566
Property, plant and mine development 101,876,635 71,626,268
Accumulated depreciation (191,163) (85,470)
Property, plant and mine development, net $ 101,685,472 $ 71,540,798


	Three Months Ended March 31,
(in thousands)	2024		2023
Components of stock-based compensation:
Stock-based compensation	$	2,146	$	1,171
Stock-based compensation forfeitures	(40)		(5)
Stock-based compensation, net of forfeitures	$	2,106	$	1,166

Presentation of stock-based compensation in the unaudited consolidated financial statements:
Exploration costs	$	5	$	20
Selling, general and administrative expenses	2,062		1,105
Stock-based compensation expense, net of forfeitures(1)	2,067		1,125
Capitalized stock-based compensation(2)	39		41
Stock-based compensation, net of forfeitures	$	2,106	$	1,166

__________________________

~~Mining interests and mine development~~(1)We did not reflect a tax benefit associated with stock-based compensation expense in the consolidated statements of operations because we had a full tax valuation allowance during these periods. As such, the table above does not reflect the tax impacts of stock-based compensation expense.

(2)These costs relate to ~~Carolina Lithium. Our construction in process primarily relates to capitalized~~direct labor costs associated with Tennessee ~~Lithium.~~

~~Depletion of mining interests~~Lithium and Carolina Lithium and are included in “Property, plant and mine development, ~~assets does not commence until the assets are placed in service. As of June 30, 2023, we have not recorded depletion expense for any of our mining interests or mine development assets.~~

~~Depreciation expense is included in “General and administrative expenses”~~net” in our consolidated ~~statements~~balance sheets.

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 ~~operations. Depreciation~~grant using the Black-Scholes valuation model, and the expense ~~was $60,780,~~is recognized over the option vesting period.

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


	Three Months Ended March 31,
	2024	2023
Expected life of options (in years)	6.4	6.4
Risk-free interest rate	4.2%	4.2%
Assumed volatility	35%	40%
Expected dividend rate	—	—

Restricted Stock Unit Awards

RSUs may be granted to employees and ~~$6,146~~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.

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Performance Rights Awards

As of March 31, 2024, there were 21,198 unvested Milestone PRAs and 155,829 unvested TSR PRAs. The awards become eligible to vest only if the goals are achieved and will vest only if the grantee remains employed by the Company through each applicable vesting date, subject to certain accelerated vesting terms for qualified terminations. Each performance right converts into one share of common stock upon vesting of the performance right.

We determine the fair value of Milestone PRAs based upon the market price of our common stock on the grant date. Milestone PRAs are subject to certain milestones related to construction, feasibility studies, and 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 price volatility of the underlying stock to simulate a range of possible future stock prices for the ~~three months ended June 30, 2023~~Company and ~~2022, respectively,~~each member of the peer group over the performance periods to determine the grant date fair value. Compensation expense is recognized based upon the assumption of 100% achievement of the TSR goal and ~~$105,798,~~is reflected over the service period of the award. Compensation expense will not be reversed even if the threshold level of TSR is never achieved. The number of shares that may vest ranges from 0% to 200% of the target amount and ~~$11,208~~is based on actual performance at the end of each performance period ranging from 1 year to 3 years.

The following assumptions were used in the Monte Carlo simulation for TSR PRAs granted during periods presented below:


	Three Months Ended March 31,
	2024	2023
Expected term (in years)	1 - 3	1 - 3
Risk-free interest rate	4.7%	4.9%
Assumed volatility	50%	60%
Expected dividend yield	—	—

A summary of activity related to our share-based awards is presented in the ~~six months ended June 30, 2023 and 2022, respectively.~~following table:


	2024			2023
(in thousands)	Stock Option Awards	Restricted Stock Units	Performance Rights Awards	Stock Option Awards	Restricted Stock Units	Performance Rights Awards
Share balance at January 1	295	80	86	265	36	44
Granted	155	200	123	42	40	42
Exercised, surrendered or vested	—	(35)	(32)	—	(13)	—
Forfeited or expired	—	(2)	—	—	(1)	—
Share balance at March 31	450	243	177	307	62	86

1012

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3.4.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 March 31,
(in thousands, except per share amounts)		2024		2023
Net loss		$	(23,611)	$	(8,639)



Weighted-average number of common shares used in calculating basic and dilutive loss per share		19,326		18,524
Basic and diluted net loss per weighted-average share		$	(1.22)	$	(0.47)

Potentially dilutive shares were not included in the calculation of diluted net 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 as of the end of the reporting period. The potentially dilutive and anti-dilutive shares not included in diluted net loss per share are presented in the following table:


	Three Months Ended March 31,
(in thousands)		2024	2023
Stock options		450	307
RSUs		243	62
PRAs		177	86
Total potentially dilutive shares		870	455

5.INCOME TAXES

We recorded an income tax benefit of $3.1 million on a loss before taxes of $26.7 million and a provision of $0.5 million on a loss before taxes of $8.1 million in the three months ended March 31, 2024 and 2023, respectively. The effective tax rates were 11.6% and (6.1)% in the three months ended March 31, 2024 and 2023, respectively.

The effective tax rate in the three months ended March 31, 2024 and 2023 differs from the U.S. federal statutory rate due to the valuation allowance against our U.S. deferred tax assets and income or loss in foreign jurisdictions that is taxed at different rates than the U.S. statutory tax rate. The decrease in income tax expense for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023 was primarily due to the non-recurring tax benefit recognized on the pre-tax loss generated from the sale of shares in Sayona Mining in the three months ended March 31, 2024.

The sale of Sayona Mining shares resulted in a book loss of $17.2 million, primarily due to the previously recorded non-cash gains on dilution of $46.3 million over the life of our investment. The deferred tax on the investment of $6.0 million was reversed for a deferred tax benefit, offset by a $3.2 million tax payable on the total taxable gain of $22.0 million. The long-term tax payable of $3.2 million is recorded in “Other non-current liabilities” in the consolidated balance sheets.

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6.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, Sayona Mining Limited (“Sayona Mining”), and Sayona Quebec Inc. (“Sayona Quebec”), a subsidiary of Sayona Mining, as equity method investments.

~~We continue to evaluate operational developments and~~The following tables summarize 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 technical study for Ewoyaa, along with the restart of NAL, 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 Tennessee Lithium, our equity method investments are expected to supply the majority of the spodumene concentrate required by Tennessee Lithium for conversion to lithium 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 equity method investments in unconsolidated affiliates” in our consolidated statements of operations.

~~Below is a summary~~carrying amounts, including changes therein, of our equity method investments:


	Three Months Ended March 31, 2024
(in thousands)	Sayona Mining(2)		Sayona Quebec		Atlantic Lithium(3)		Vinland Lithium		Total
Balance at December 31, 2023	$	59,494	$	76,552	$	9,825	$	1,791	$	147,662
Additional investments	—		10,048		—		—		10,048
Gain on dilution of equity method investments(1)	—		—		186		—		186
Loss from equity method investments	(2,094)		(3,073)		(198)		(75)		(5,440)
Foreign currency translation adjustments of equity method investments	1,228		(1,735)		856		(39)		310
Net proceeds from sale of shares	(41,413)		—		(7,690)		—		(49,103)
Gain (loss) on sale of shares of equity method investments (4)	(17,215)		—		3,143		—		(14,072)
Transfer to investments in marketable securities	—		—		(6,122)		—		(6,122)
Balance at March 31, 2024	$	—	$	81,792	$	—	$	1,677	$	83,469

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(1)Gain on dilution of equity method investments asrelates to the exercise of ~~June 30, 2023.~~stock options and share grants which resulted in a reduction of our ownership in Atlantic Lithium and is included in “(Loss) gain on sale of equity method investments” in the consolidated financial statements.

(2)As of March 31, 2024, Sayona Mining

~~We own~~ is no longer accounted for as an equity ~~interest~~method investment. During the three months ended March 31, 2024, we sold 1,249,806,231 shares of ~~approximately 12%~~Sayona Mining for an average of $0.03 per share. The shares sold represented our entire holding in Sayona Mining and approximately 12% of Sayona Mining’s outstanding shares and resulted in net proceeds of $41.4 million. The sale of these shares has no impact on our joint venture or offtake rights with Sayona Quebec.

(3)As of March 31, 2024, Atlantic Lithium is no longer accounted for as an ~~Australian company publicly listed~~equity method investment. During the three months ended March 31, 2024, we sold 24,479,868 shares of Atlantic Lithium for an average $0.32 per share. The shares sold represented approximately 4% of Atlantic Lithium’s outstanding shares and resulted in net proceeds of $7.7 million. In connection with the sale of the shares, we no longer hold a board seat with Atlantic Lithium and therefore do not exercise significant influence. Our remaining investment in Atlantic Lithium of approximately 5% is accounted for as an investment in marketable securities and presented at fair value at each reporting date based on the ~~Australian Securities Exchange (“ASX”),~~closing price of Atlantic Lithium’s share price on the ASX. See Note 8—Other Assets and ~~have formed a strategic partnership~~Liabilities. Our reduced ownership in Atlantic Lithium has no impact on our earn-in or offtake rights with Atlantic Lithium and the Ewoyaa project.

(4)Amounts reclassified out of accumulated other comprehensive loss into net income related to the sale of shares of equity method investments were $3.0 million and $0.6 million, net of tax, for Sayona Mining and Atlantic Lithium, respectively.


	Three Months Ended March 31, 2023
(in thousands)	Sayona Mining		Sayona Quebec		Atlantic Lithium		Total
Balance at December 31, 2022	$	44,620	$	39,763	$	11,265	$	95,648
Additional investments	100		11,991		—		12,091
Gain on dilution of equity method investments(1)	3,275		—		—		3,275
Loss from equity method investments	(1,041)		(1,269)		(432)		(2,742)
Foreign currency translation adjustments of equity method investments	(2,766)		64		(174)		(2,876)
Balance at March 31, 2023	$	44,188	$	50,549	$	10,659	$	105,396


Ownership % as of March 31, 2023			14		%				25		%				9		%

__________________________

(1)Gain on dilution of equity method investments relates to ~~explore, evaluate, develop, mine, and produce spodumene concentrate in Quebec, Canada.~~

~~During the six months ended June 30, 2023, we reported the effects~~issuances of additional shares of Sayona Mining, ~~raising additional capital through share issuances of its common stock. We did not participate in these share issuances,~~ which ~~were issued at a valuation greater than the carrying value of our ownership interest. As a result,~~reduced our ownership interest in Sayona Mining ~~was diluted~~ and ~~declined. We recognized a noncash~~is included in “(Loss) gain ~~of $4.0 million and $7.2 million in the three and six months ended June 30, 2023, respectively, related to the dilution of our ownership interest. We recorded the gain within “Gain~~ on ~~dilution~~sale of equity method investments” in the consolidated financial statements.

As of March 31, 2024, we accounted for our existing investments in ~~unconsolidated affiliates” in our consolidated statements of operations.~~Sayona Quebec and Vinland Lithium as equity method investments.

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. The remaining 75% equity interest is held by Sayona Mining. Sayona Quebec holds a 100% interest in NAL, which consists

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of a surface mine and a concentrator plant, as well as ~~the~~ Authier ~~Lithium Project~~ and ~~the Tansim Lithium Project.~~Tansim.

We ~~have~~hold a ~~long-term~~life-of-mine offtake agreement with Sayona Quebec ~~under which Sayona Quebec will supply Piedmont Lithium~~for the greater of 113,000 ~~metric tons per year~~dmt or 50% of spodumene concentrate production ~~on a life-of-mine basis. Purchases~~per year. Our purchases of spodumene concentrate ~~by Piedmont Lithium~~ from Sayona Quebec are subject to market pricing with a price floor of $500 per ~~metric ton~~dmt and a price ceiling of $900 per ~~metric ton~~dmt for 6.0% spodumene ~~concentrate.~~concentrate on a DAP (Incoterms 2020) North Carolina basis.

In addition to ~~spodumene~~lithium mining and concentrate production, ~~the~~ NAL ~~complex also includes~~owns a partially completed lithium carbonate ~~refinery,~~plant, which was developed by a prior operator of NAL. Sayona Quebec completed a preliminary technical study for the completion and restart of the NAL carbonate plant ~~in Q2~~during the quarter ended June 30, 2023. If ~~Piedmont Lithium and Sayona Mining~~we decide to ~~jointly~~ construct and operate a lithium conversion plant with Sayona Mining through ~~their jointly-owned entity,~~our joint venture, 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~~the conversion plant would first be ~~delivered~~sold to ~~Piedmont Lithium~~us up to ~~Piedmont Lithium’s~~our offtake right and then to third parties. Any decision to construct jointly-owned lithium conversion capacity must be agreed upon by both parties.

In the three months ended March 31, 2024, NAL produced approximately 40,400 dmt of spodumene concentrate and shipped approximately 58,000 dmt, of which approximately 15,500 dmt were sold to Piedmont Lithium. We sold approximately 15,500 dmt of spodumene concentrate and recognized $13.4 million in revenue with a realized sales price of $865 per dmt and a realized cost of sales of $820 per dmt, in the three months ended March 31, 2024. Realized cost of sales is the average cost of sales based on our offtake pricing agreement with Sayona Quebec for the purchase of spodumene concentrate at a market price subject to a floor of $500 per dmt and a ceiling of $900 per dmt, with adjustments for product grade, freight, and insurance.

Payables to NAL of $1.8 million and $0.2 million as of March 31, 2024 and December 31, 2023, respectively, are recorded in “Payables to affiliates” in our consolidated balance sheets.

Vinland Lithium

We own an equity interest of approximately 20% in Vinland Lithium, a Canadian-based entity jointly owned with Sokoman Minerals and Benton Resources. Vinland Lithium currently owns Killick Lithium, a large exploration property prospective for lithium located in southern Newfoundland, Canada. We have entered into an earn-in agreement with Vinland Lithium to acquire up to a 62.5% equity interest in Killick Lithium through current and future phased investments.

Our share of income (loss) from equity method investments is recorded on a one-quarter lag in “Loss from equity method investments” within “Loss from operations” in our consolidated statements of operations.

Summarized Financial Information

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


	Three Months Ended March 31,
(in thousands)	2024		2023
Revenue	$	22,890	$	—
Gross profit	(14,477)		—
Net loss from operations	(14,524)		(5,078)

Net loss	(12,290)		(5,078)

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7.ADVANCES TO AFFILIATES

Advances to affiliates consisted of the following:


(in thousands)	March 31, 2024		December 31, 2023
Ewoyaa	$	31,331	$	26,378
Killick Lithium	2,539		1,811
Total advances to affiliates	$	33,870	$	28,189

Advances to affiliates relate to staged investments for future planned lithium projects. 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 in two phases, with each phase requiring us to make future staged investments in Ewoyaa over a period of time. We have an earn-in agreement with Vinland Lithium to acquire up to a 62.5% equity interest in Killick Lithium.

We completed phase 1 of our investment in mid 2023, which allowed us to acquire a 22.5% equity interest in Atlantic Lithium Ghana, by funding Ewoyaa’s exploration and DFS costs and notifying Atlantic Lithium of our intention to proceed with additional funding required under phase 2. Atlantic Lithium issued their DFS for Ewoyaa in June 2023. In August 2023, we supplied Atlantic Lithium with notification of our intent to proceed with additional funding for Phase 2. Our future equity interest ownership under phase 1 remains subject to government approvals required under Ghana’s Mineral and Mining Act. Phase 2 allows us to acquire an additional 27.5% equity interest in Atlantic Lithium Ghana upon completion of funding $70 million for capital costs associated with the development of Ewoyaa. Upon issuance of our equity interest associated with Phase 1 and completion and issuance of our equity interested associated with Phase 2, we expect to have a total equity interest of 50% in Atlantic Lithium Ghana. Atlantic Lithium Ghana, in turn, will hold an 81% interest in the Ewoyaa project net of the interests which will be held by the Ghanaian government, resulting in an effective ownership interest of 40.5% in Ewoyaa, by Piedmont Lithium.

Our maximum exposure to a loss as a result of our involvement in Ewoyaa and Killick Lithium is limited to the total amount funded by Piedmont Lithium to Atlantic Lithium and Vinland Lithium. As of March 31, 2024, we did not own an equity interest in Atlantic Lithium Ghana or Killick Lithium. We have made advances to Vinland Lithium for Killick Lithium totaling $0.8 million in the three months ended March 31, 2024, and have made advances to Atlantic Lithium for Ewoyaa totaling $5.0 million and $0.9 million in the three months ended March 31, 2024 and 2023, respectively.

8.OTHER ASSETS AND LIABILITIES

Other current assets consisted of the following:


(in thousands)	March 31, 2024		December 31, 2023
Marketable securities	$	7,627	$	—
Prepaid and other current assets	2,501		3,345
Equity securities	231		484
Total other current assets	$	10,359	$	3,829

Our investments in marketable securities consisted of common shares in Atlantic Lithium, a publicly traded company on the ASX. During the three months ended March 31, 2024, we recognized a gain of $1.6 million based on changes to fair value of the marketable securities. Prior to March 31, 2024, we accounted for Atlantic Lithium under the equity method of accounting. See Note 6—Equity Method Investments.

Our investment in equity securities consisted of common shares in Ricca, a private company focused on gold exploration in Africa. We recognized a loss of $0.2 million on the equity securities based on changes in observable market data during the three months ended March 31, 2024

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~~Atlantic Lithium~~Other non-current assets consisted of the following:


(in thousands)	March 31, 2024		December 31, 2023
Operating lease right-of-use assets	$	1,293	$	1,371
Asset retirement obligation, net	407		414
Other non-current assets	329		379
Total other non-current assets	$	2,029	$	2,164

Asset retirement obligation is net of accumulated amortization of $14 thousand, and $7 thousand as of March 31, 2024 and December 31, 2023, respectively.

Other current liabilities consisted of the following:


(in thousands)	March 31, 2024		December 31, 2023
Accrued provisional revenue adjustment	$	8,871	$	29,151
Operating lease liabilities	323		312
Total other current liabilities	$	9,194	$	29,463

We ~~own an equity interest~~recognize revenue from product sales at a point in time when performance obligations are satisfied under the terms of ~~approximately 9% in Atlantic Lithium, an Australian company publicly listed~~contracts with our customers. When the final price has not been resolved by the end of a reporting period, we estimate the expected sales price based on the ~~Alternative Investment Market~~initial price, market pricing, and known quality measurements. Differences between payments received and the estimated sales price, which resulted in a liability, are recorded as accrued provisional revenue adjustments.

9.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 2024, we issued a total of 52,701 shares of our common stock at an issue price of $14.17 per share as an advance of our funding obligations to Killick Lithium. There were no share issuance costs associated with the issuance and the value of the ~~London Stock Exchange and the ASX. We have a strategic partnership~~shares were treated as an advance within our earn-in agreement with ~~Atlantic~~Vinland Lithium ~~to explore, evaluate, mine, develop, and ultimately produce spodumene concentrate in Ghana. We have the right~~ to acquire up to a ~~50%~~62.5% equity interest in ~~Atlantic Lithium’s Ghanaian-based wholly-owned lithium portfolio companies,~~Killick Lithium through staged investments.

In February 2023, we received $75 million from LG Chem in exchange for 1,096,535 shares of our common stock at a price of $68.40 per share and in conjunction with a multi-year spodumene concentrate offtake agreement. Share issuance costs associated with the issuance totaled $3.9 million and were accounted for as a reduction in the proceeds from share issuances in our consolidated balance sheets.

As of March 31, 2024, $500 million of securities was available under our shelf registration statement, which ~~includes Ewoyaa, (collectively, “Atlantic Lithium Ghana”), through current~~expires on September 24, 2024.

10.SEGMENT REPORTING

We report our segment information in the same way management internally organizes the business in assessing performance and ~~future phased investments.~~

making decisions regarding allocation of resources in accordance with ASC Topic 280, “Segment Reporting.”We have a ~~long-term offtake agreement whereby Atlantic Lithium will sell 50% of spodumene concentrate produced in Ghana for~~single reportable operating segment that operates as a single business platform. In reaching this conclusion, management considered the ~~life~~definition of the ~~mine~~CODM, how the business is defined by the CODM, the nature of the information provided to ~~Piedmont Lithium~~the CODM, how the CODM uses such information to make operating decisions, and how resources and performance are assessed. The results of operations provided to and analyzed by the CODM are at ~~market prices, subject to us electing to exercise~~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 ~~option to fund construction costs of Ewoyaa. See Note 5—Other Assets~~.

~~The following tables summarize~~cash flows are reported and reviewed at the ~~carrying amounts, including changes therein, of our equity method investments:~~

Three Months Ended June 30, 2023
Sayona Mining Sayona Quebec Atlantic Lithium Total
Balance at March 31, 2023 $ 44,187,864 $ 50,548,382 $ 10,659,620 $ 105,395,866
Additional investments — 16,085,029 41,021 16,126,050
Gain on dilution of equity method investments(1)
3,975,337 — — 3,975,337
Loss from equity method investments (1,012,961) (1,335,087) (327,097) (2,675,145)
Foreign currency translation adjustment of equity
method investments
133,008 1,246,604 (161,594) 1,218,018
Balance at June 30, 2023 $ 47,283,248 $ 66,544,928 $ 10,211,950 $ 124,040,126
~~____________________________________________________________________________~~consolidated level only with no distinct cash flows at an individual business level.

~~(1)Gain on dilution of equity method investments relates to issuances of additional shares of Sayona Mining, as discussed above, which reduced our ownership interest in Sayona Mining.~~

Six Months Ended June 30, 2023
Sayona Mining Sayona Quebec Atlantic Lithium Total
Balance at December 31, 2022 $ 44,619,404 $ 39,763,008 $ 11,265,390 $ 95,647,802
Additional investments 101,616 28,074,937 41,021 28,217,574
Gain on dilution of equity method investments(1)
7,249,869 — — 7,249,869
Loss from equity method investments (2,054,245) (2,604,490) (758,774) (5,417,509)
Foreign currency translation adjustment of equity
method investments
(2,633,396) 1,311,473 (335,687) (1,657,610)
Balance at June 30, 2023 $ 47,283,248 $ 66,544,928 $ 10,211,950 $ 124,040,126
~~___________________________________________________________________________~~

~~(1)Gain on dilution of equity method investments relates to issuances of additional shares of Sayona Mining, as discussed above, which reduced our ownership interest in Sayona Mining.~~

Three Months Ended June 30, 2022
Sayona Mining Sayona Quebec Atlantic Lithium Total
Balance at March 31, 2022 $ 16,945,836 $ 26,193,877 $ 14,583,345 $ 57,723,058
Additional investments 1,029,617 6,979,080 — 8,008,697
Loss from equity method investments (857,847) (125,759) (171,773) (1,155,379)
Foreign currency translation adjustment of equity
method investments
— — (342,767) (342,767)
Balance at June 30, 2022 $ 17,117,606 $ 33,047,198 $ 14,068,805 $ 64,233,609

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Six Months Ended June 30, 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 1,075,921 8,978,983 — 10,054,904
Loss from equity method investments (2,279,318) (1,192,396) (1,073,168) (4,544,882)
Foreign currency translation adjustment of equity
method investments
64,515 44,760 (258,398) (149,123)
Balance at June 30, 2022 $ 17,117,606 $ 33,047,198 $ 14,068,805 $ 64,233,609

As of June 30, 2023
Sayona Mining Sayona Quebec Atlantic Lithium
Fair value of equity investments where market values from publicly traded entities are readily available $ 140,978,713 Not publicly traded $ 18,239,189

4.11.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.

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

•~~Other financial instruments—The carrying amounts of cash and cash equivalents, and trade and other payables approximate fair value due to their short-term nature.~~

•~~Investments in equity securities~~—Long-term debt—As of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, we had ~~$0.5~~$0.4 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~~.

•~~Long-term debt—As of June 30, 2023 and December 31, 2022, we had $0.3 million and $0.6~~$0.2 million, respectively, of principal debt outstanding associated with seller financed loans. The carrying value of our long-term debt approximates its estimated fair value.

•Investments in marketable and equity securities—As of March 31, 2024 and December 31, 2023, we had $7.9 million and $0.5 million, respectively, of investments in marketable and equity securities which are recorded at fair value. $7.6 million are related to shares of Atlantic Lithium which are based on Level 1 inputs, and $0.2 million are related to shares of Ricca which are based on Level 2 inputs. See Note 8—Other Assets and Liabilities.

•Other financial instruments—The carrying amounts of cash and cash equivalents and trade and other payables approximate fair value due to their short-term nature and are based on Level 1 inputs.

Level 3 activity was not material for all periods presented.

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5.~~OTHER ASSETS~~

~~Other current assets consisted of the following:~~
June 30,
2023 December 31,
2022
Investments in equity securities $ 470,889 $ 483,836
Prepaid and other current assets 4,433,906 2,128,005
Total other current assets $ 4,904,795 $ 2,611,841

As of June 30, 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:~~
June 30,
2023 December 31,
2022
Advances on exploration project $ 21,758,906 $ 17,316,440
Other non-current assets 276,933 263,845
Operating lease right-of-use assets 1,520,845 1,293,394
Total other non-current assets $ 23,556,684 $ 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 Ewoyaa over an approximate period of ~~three~~ ~~to four years.~~

We are currently in Phase 1, which allows us to acquire a 22.5% equity interest in Atlantic Lithium Ghana by funding Ewoyaa’s exploration and definitive feasibility study (“DFS”) costs and agreeing to proceed with Phase 2. We completed funding of exploration and DFS costs, and Atlantic Lithium issued their DFS in June 2023. As noted above, our future equity interest ownership is contingent upon making an election to proceed with Phase 2, which is expected to occur in the second half of 2023. 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 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. Funding costs are included in “Other non-current assets” in our consolidated balance sheets as an advance on our future Phase 1 investment in Atlantic Lithium Ghana.

Our maximum exposure to a loss as a result of our involvement in Ewoyaa is limited to the total funding paid by Piedmont Lithium to Atlantic Lithium. As of June 30, 2023, we did not own an equity interest in Atlantic Lithium Ghana. We have made advanced payments to Ewoyaa totaling $3.9 million and $3.3 million during the three months ended June 30, 2023 and 2022, respectively, and $4.7 million, and $6.9 million during the six months ended June 30, 2023 and 2022, respectively.

6.~~EQUITY~~

In February 2023, we received $75 million from LG Chem, Ltd (“LG Chem”) in exchange for 1,096,535 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. 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 June 30, 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~~

The Piedmont Lithium Inc. Stock Incentive Plan (“Incentive Plan”) 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 June 30, 2023, 2,132,320 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 June 30, 2023, we had remaining unvested stock-based compensation expense of $14.0 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
June 30, Six Months Ended
June 30,
2023 2022 2023 2022
Components of stock-based compensation:
Stock-based compensation $ 3,266,064 $ 1,591,231 $ 4,436,800 $ 2,356,086
Stock-based compensation forfeitures — — (4,698) (850,763)
Stock-based compensation, net of forfeitures $ 3,266,064 $ 1,591,231 $ 4,432,102 $ 1,505,323
Presentation of stock-based compensation in the unaudited consolidated financial statements:
Exploration and mine development costs $ 50,879 $ 219,939 $ 71,246 $ 2,000
General and administrative expenses 3,134,501 1,290,732 4,239,107 1,380,905
Stock-based compensation expense, net of forfeitures(1)
3,185,380 1,510,671 4,310,353 1,382,905
Capitalized stock-based compensation(2)
80,684 80,560 121,749 122,418
Stock-based compensation, net of forfeitures $ 3,266,064 $ 1,591,231 $ 4,432,102 $ 1,505,323
~~__________________________~~

~~(1)~~For the three and six months ended June 30, 2023 and 2022, 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 tax impacts of stock-based compensation expense.

~~(2)~~Capitalized stock-based compensation relates to direct labor costs associated with Carolina Lithium and Tennessee Lithium 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:~~

2023 2022
Stock Option Awards Restricted Stock Units Performance Rights Awards Stock Option Awards Restricted Stock Units Performance Rights Awards
Balance at January 1 264,733 36,167 44,468 272,504 51,277 30,000
Granted 41,846 39,597 42,128 135,957 17,437 29,120
Exercised, surrendered or vested — (13,411) — (15,000) (14,285) —
Forfeited or expired — (452) — (19,458) (17,209) —
Balance at March 31 306,579 61,901 86,596 374,003 37,220 59,120
Granted 29,890 31,452 26,517 58,949 7,972 10,348
Exercised, surrendered or vested — (12,576) — (37,500) (9,219) —
Forfeited or expired — — — (719) — —
Balance at June 30 336,469 80,777 113,113 394,733 35,973 69,468

~~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.

~~The following assumptions were used to estimate the fair value of stock options granted during the three months ended June 30, 2023:~~

~~Expected life of options (in years)~~

~~6.2~~

~~Risk-free interest rate~~

~~3.9%~~

~~Assumed volatility~~

~~40.0%~~

~~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 June 30, 2023, there were 44,468 unvested PRAs that could be earned based upon achievement of certain specified performance goals (“Performance PRAs”) and 68,645 unvested PRAs related to market goals based on a comparison of the 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. Each performance right automatically converts into one share of common stock upon vesting of the performance right.

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 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 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

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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 performance right.~~

~~Assumptions used in the Monte Carlo simulation for TSR PRAs granted during the three months ended June 30, 2023 were as follows:~~


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

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
June 30, Six Months Ended
June 30,
2023 2022 2023 2022
Net loss $ (10,639,140) $ (9,581,303) $ (19,278,872) $ (18,735,935)
Weighted-average number of common shares used in calculating basic and dilutive earnings per share 19,186,640 17,930,926 18,856,995 17,019,262
Basic and diluted net loss per weighted-average share $ (0.55) $ (0.53) $ (1.02) $ (1.10)

For the three and six month ends June 30, 2023 and 2022, potentially dilutive shares were not included in the calculation of diluted net 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 loss per share are presented in the following table:

June 30,
2023 2022
Stock options 336,469 394,733
RSUs 80,777 35,973
PRAs 113,113 69,468
Total potentially dilutive shares 530,359 500,174

9.~~INCOME TAXES~~

We recorded an income tax provision of $0.6 million on a loss before taxes of $10.0 million, and a provision of $0 on a loss before taxes of $9.6 million in the three months ended June 30, 2023 and 2022, respectively. We recorded an income tax provision of $1.1 million on a loss before taxes of $18.1 million, and a provision of $0.0 million on a loss before taxes of $18.7 million in the six months ended June 30, 2023 and 2022, respectively. The effective tax rates were -6.5% and -6.3% for the three and six months ended June 30, 2023, respectively, and 0% for the three and six months ended June 30 2022.

The increase in the income tax provision of $1.1 million for the six months ended June 30, 2023 was primarily due to the Australian tax effects of our gain on dilution and our proportional share of income in Sayona Mining during the six months ended June 30, 2023. See Note 3—~~Equity Method Investments in Unconsolidated Affiliates~~ ~~for further discussion.~~

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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 recognition of certain deferred tax assets and a decrease in income tax expense for the 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~~. 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 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 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.

~~11.~~12.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 class of putative plaintiffs filed 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”).~~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~~On January 18, 2024, the Court ~~has yet to rule on~~granted our Motion to ~~Dismiss. We intend to vigorously defend against these claims should~~Dismiss the amended complaint. The lead plaintiff’s deadline to appeal the decision of the Court expired. As of the date of this Quarterly Report, the lead plaintiff did not appeal the decision of the Court.

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 purported to bring claims against certain of the Company’s officers and directors. The complaint ~~survive. Although there can be no assurance as~~alleged that the defendants breached their fiduciary duties in connection with the Company’s statements regarding the timing and status of government permits for Carolina Lithium in North Carolina at various times between March 16, 2018 and July 19, 2021. No litigation demand was made to the ~~outcome, we do not believe these claims have merit.~~Company in connection with this action. The ~~potential monetary relief, if any, is not probable~~lawsuit focused on the same public statements as the shareholder derivative suit described below. In September

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2022, the parties agreed to a stipulation to stay the proceeding pending resolution of the motion to dismiss in the securities law matters described above, and ~~cannot be estimated at this time, accordingly, we have not recorded a liability for this matter.~~the Court ordered the case stayed in October 2022.

On October 14, 2021, Vincent Varbaro, a purported holder of 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~~alleged that the defendants breached their fiduciary duties in connection with the Company’s statements regarding the timing and status of government permits for Carolina Lithium 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,~~above, 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 Carolina Lithium in North Carolina at various times between March ~~16, 2018 and July 19, 2021. No litigation demand~~11, 2024, after dismissal 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. In September 2022, the parties agreed to a stipulation to stay the proceeding pending resolution of the motion to dismissgranted in the securities law matters described above, the parties in the ~~second paragraph~~Thomascik and Varbaro cases stipulated to dismiss their two actions with prejudice. Accordingly, the court directed that each of ~~this section,~~the Thomascik and Varbaro cases be closed on March 13, 2024 and March 22, 2024, respectively.

On February 6, 2024, the ~~Court ordered the case stayed in October 2022. We intend to vigorously defend against these claims. Although there can be no assurance as~~SEC issued an investigative subpoena to the ~~outcome,~~Company primarily seeking documents and information relating to the Company’s mining-related investments and operations outside of the U.S. The Company is cooperating with the SEC to respond to the subpoena in a timely manner.

Asset Retirement Obligations

In 2023, we ~~do not believe these claims have merit. The~~recognized an asset retirement obligation of $0.4 million related to the acquisition of a disposal facility in Etowah, Tennessee, for Tennessee Lithium. In determining the asset retirement obligation, we calculated the present value of the estimated future cash flows required to reclaim the disturbed areas and perform any required monitoring.

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~~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.~~

~~Other Commitments and Contingencies~~

In May 2023, we entered into a community development agreement with the City of Cherryville, North Carolina, whereby we committed to fund $11.0 million as follows: (i) $1.0 million to support certain parks and recreation projects and the reestablishment of a department of recreation and (ii) $10.0 million paid in annual installments of $0.5 million over a 20-year period commencing upon the first shipment of lithium hydroxide. As part of the agreement, the City of Cherryville relinquished extraterritorial zoning jurisdiction over certain real property owned by Piedmont Lithium to Gaston County, North Carolina.

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. References in this Form 10-Q to our Form 10-K refer to our Form 10-K, filed on ~~March 1, 2023, as amended by our Form 10-K/A on April 24, 2023.~~ February 29, 2024.

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 and those in the sections of our Annual Report for the year ended December 31, ~~2022~~2023 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, referenced elsewhere in our Quarterly Report 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.

Executive Overview & Strategy

We are a ~~U.S.~~U.S.-based development-stage company ~~with the aim of becoming~~aiming to become 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.

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.~~capacity over the next decade. Piedmont Lithium, as a ~~U.S. based~~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~~Manufacturing facilities for electric vehicles, batteries, and related components are typically constructed in two to three ~~years,~~years; however, the development of lithium resources from exploration to production requires a much longer time frame. We believe ~~that~~this prolonged time ~~specifically this~~frame for resource development ~~timeline disparity, is~~poses the greatest ~~risk~~challenge to the emerging electrification industry ~~but also~~and represents ~~opportunities~~increased opportunity for lithium producers.

To support growing U.S. lithium demand, we have spent the past ~~seven~~eight years developing a portfolio ofthat now includes four ~~projects, including~~key projects: wholly-owned ~~Tennessee~~Carolina Lithium and ~~Carolina~~Tennessee Lithium, and strategic investments in Quebec, Canada, with Sayona ~~Mining and Sayona Quebec,~~Quebec’s NAL, and in Ghana with Atlantic ~~Lithium. Our strategic investments in Sayona Mining and Sayona Quebec~~Lithium’s Ewoyaa. NAL began supplying spodumene concentrate to the market in the third ~~qaurter 2023 with first shipments from NAL beginning in July~~quarter of 2023. ~~Our~~A final investment indecision for Ewoyaa is expected upon receipt of all government and regulatory approvals for the project. Carolina Lithium is being developed as a fully integrated spodumene ore-to-lithium hydroxide project designed to produce ~~spodumene concentrate in 2025, and we anticipate~~30,000 metric tons of lithium hydroxide annually. We expect spodumene concentrate from ~~Ghana and Quebec~~Ewoyaa will serve as the primary feedstock for Tennessee Lithium. ~~Our operation in~~ Tennessee Lithium is being designed to produce 30,000 metric tons ~~annually~~ of lithium hydroxide with planned production expected to commence in 2026. Carolina Lithium is located within a world-class, historic lithium belt in North Carolina. This integrated spodumene-to-hydroxide project is being developed to produce 30,000 metric tons annually of lithium hydroxide and is expected to begin production in 2027.annually.

We currently plan to produce an estimated 60,000 metric tons per year of domestic lithium hydroxide, which would be significantly accretive to today’s total estimated U.S. annual production capacity of ~~just 17,000~~approximately 20,000 metric tons per year. Our lithium hydroxide capacity and revenue generation isare expected to be supported by production of, or offtake rights to, approximately 525,000 metric tons of spodumene concentrate annually.

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Our projects and strategic investments are being developed on a measured timeline to provide the potential for near-term cash flow and long-term value ~~maximization.~~maximization as we explore opportunities to grow our hard rock lithium base through other investments. The development timelines ~~described above~~ are subject to permitting, regulatory approvals, funding, successful project execution, and market dynamics. We also continue to evaluate opportunities to further expand our resource base and production capacity. These diversified operations should enable us to play a pivotal role in supporting U.S. and global energy independence as a key contributor to the electric vehicle and battery manufacturing supply chains.

As we continue to advance our goal of becoming one of the leading manufacturers of lithium products in North America, we expect to capitalize on our competitive strengths, including ~~the potential for significant near-term~~our life-of-mine offtake ~~and revenue generation,~~agreement with Sayona Quebec, 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 been made toward this effort are highlighted below.

~~Corporate and Project Updates~~

~~Corporate~~

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Piedmont Lithium

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 and strategic ~~investments,~~investments.

Recent highlights include:

•~~and corporate operations.~~

~~In February 2023,~~During the first quarter of 2024, we received $75 million in gross proceeds from LG Chem as a part of their strategic investment in Piedmont Lithium and in conjunction with a multi-year spodumene concentrate offtake agreement. In exchange, LG Chem received 1,096,535 newly issuedsold 1,249,806,231 shares of ~~common stock in Piedmont Lithium at a price~~Sayona Mining for an average of ~~$68.40~~$0.03 per share.

~~Quebec~~

~~We own equity interests of approximately 12%~~ The shares sold represented our entire holdings in Sayona Mining and approximately 12% of Sayona Mining’s outstanding shares and resulted in net proceeds of $41.4 million. As part of the sale, we recognized a taxable gain of $22.0 million based on net proceeds less acquisition costs, and a reportable loss of $17.2 million, driven by historical non-cash gains on dilution in Sayona Mining. The sale of these shares has no impact on our joint venture or offtake rights with Sayona Quebec.

•During the first quarter of 2024, we sold approximately 24,479,868 shares of Atlantic Lithium for an average of $0.32 per share. The shares sold represented approximately 4% of Atlantic Lithium’s outstanding shares and resulted in net proceeds of $7.8 million, a taxable gain of $1.1 million, and a reportable gain of $3.1 million. We retained approximately 32.5 million shares, representing an approximate 5% ownership interest in Atlantic Lithium. In connection with the sale of these shares, we no longer hold a board seat with Atlantic Lithium. Our reduced ownership in Atlantic Lithium has no impact on our earn-in or offtake rights with Atlantic Lithium and the Ewoyaa project.

•In February 2024, we initiated a cost-savings plan designed to reduce operating expenses by $10 million annually and defer 2024 capital spending to 2025. As part of this plan, we reduced our workforce by 28% and recorded $1.8 million in severance and severance-related costs in the first quarter of 2024. We expect to recognize the majority of our cost savings in 2024.

•In March 2024, Ms. Dawne Hickton, an accomplished leader in the aerospace, energy, and metals industries, was appointed to Piedmont’s Board of Directors, further diversifying the Board’s executive, operational, and strategic guidance to the Company.

•During the first quarter of 2024, the U.S. District Court for the Eastern District of New York granted our motion to dismiss a securities class action lawsuit, originally filed in July 2021, against Piedmont and two of our executives, which also resulted in the related derivative actions being dismissed.

Lithium Projects

Quebec

As of March 31, 2024, we owned an equity interest of 25% in Sayona Quebec. Sayona Mining ~~owns~~owned the remaining 75% equity interest in Sayona Quebec. Sayona Quebec owns a portfolio of projects, which includes NAL, ~~the~~ Authier, ~~Lithium Project,~~ and ~~the Tansim Lithium Project.~~Tansim. We hold ana life-of-mine offtake agreement with Sayona Quebec for the greater of 113,000 ~~metric tons per year of spodumene concentrate~~dmts or 50% of spodumene concentrate production ~~from NAL at market prices,~~per year. Our purchases of spodumene concentrate are subject to a price floor of $500 per ~~metric ton~~dmt and a price ceiling of $900 per ~~metric ton~~dmt for 6.0% Li2O spodumene concentrate on a ~~life-of-mine~~DAP North Carolina basis. ~~We expect to purchase spodumene concentrate, which is currently being produced at NAL, from Sayona Quebec and make shipments to our customers beginning in the third quarter of 2023.~~

Recent highlights include:

•~~In August 2023,~~During the quarter ended March 31, 2024, NAL ~~made its inaugural~~achieved record production of approximately 40,400 dmt of spodumene concentrate, ~~shipment~~and shipped approximately 58,000 dmt, of ~~20,500 metric tons from the Port of Quebec City, Canada.~~

•In June 2023, Sayona Mining released a preliminary technical study for lithium carbonate production at the NAL mine. The NAL site includes a lithium carbonate facility that was partially completed by prior owners of the operation. Sayona Mining and Piedmont Lithium planwhich approximately 15,500 dmt were sold to ~~work together with technical advisors to perform a trade-off study of lithium carbonate versus lithium hydroxide production at NAL and complete a definitive technical study for publication in 2024.~~

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 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 party customers of Sayona Quebec.

•In April 2023, Sayona Mining released a DFS for NAL in accordance with JORC Code and NI43-101 requirements. Based on a production target which relies on ore reserves only and excludes any mineral resources in the inferred category, the DFS contemplates annual spodumene concentrate production averaging 190,000 metric tons per year over a 20-year mine life and targets of 226,000 metric tons per year in years one through four of steady state operations and 186,000 metric tons per year beginning in year five. The production targets included in the DFS, 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.Piedmont. During this

2021

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quarter, we sold approximately 15,500 dmt of spodumene concentrate and recognized $13.4 million in revenue with a realized sales price of $865 per dmt and a realized cost of sales of $820 per dmt.

•In March ~~2023, Sayona Mining and Piedmont Lithium announced the successful restart~~2024, operations at NAL achieved a record production month with 15,699 dmt of ~~commercial~~ spodumene concentrate produced and three daily production atrecords set between 710 dmt and 750 dmt. Lithium recoveries reached a record 69%, exceeding the ~~jointly owned NAL project. The restart~~ramp-up target of ~~NAL was completed on time and is expected to be the only major source of new spodumene production expected in North America in the next two years.~~67%.

•In ~~February 2023, we entered into~~April 2024, following a ~~spodumene concentrate offtake agreement~~detailed operational review, the joint venture partners of NAL agreed to complete several ongoing capital project initiatives and continue operations with ~~LG Chem, which commits us~~the goal of completing ramp-up activities to ~~sell 200,000 metric tons of spodumene concentrate from our offtake agreement with Sayona Quebec. The term of~~achieve steady-state production in 2024.

•During the ~~agreement expires four years from the date of first shipment, which~~quarter ended March 31, 2024, progress continued on two important capital improvement projects – a new crushed ore storage dome and a crushed ore re-feed system. These projects are expected to result in production increases and unit cost improvements. Commissioning is expected to ~~occur~~conclude for both projects in ~~the third quarter of 2023 with the final shipment expected in the third quarter of 2027. Pricing for the agreement is determined by a 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 second half of 2023 and can be extended for an additional three years upon mutual agreement. Pricing for the agreement is determined by a market-based mechanism.May 2024.

Ghana

~~We own~~As of March 31, 2024, we owned an equity interest of approximately 9%5% in Atlantic ~~Lithium, and we~~Lithium. We have a right to acquire a 50% equity interest in Atlantic Lithium Ghana, which includes Atlantic’s flagship Ewoyaa ~~their flagship~~ project, located approximately 70 miles from the Port of Takoradi in Ghana, West ~~Africa, Ghana.~~Africa. 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 from Ewoyaa. As part of our strategy, we expect to transport our 50% offtake of spodumene concentrate from Ewoyaa to the U.S. to serve as the primary feedstock for lithium hydroxide conversion at Tennessee Lithium.

Recent highlights include:

•In June 2023, Atlantic Lithium released a DFS for the Ewoyaa project in accordance with JORC Code requirements. When implementing a mine plan developed on the basis of 25.6 million metric tons at 1.22% Li2O of probable ore reserves only and excluding any mineral resources in the inferred category, the DFS delivers a production target of approximately 340,000 metric tons per year of spodumene concentrate over a 11-year mine life. With the completion of the DFS, we expect to proceed into project development and earn the first 22.5% ownership interest in Atlantic Lithium Ghana in the second half of 2023. Our future equity interest ownership is contingent upon making an election to proceed with Phase 2.

•~~In June 2023, our~~February 2024, Mr. Patrick Brindle, Piedmont Lithium’s Executive Vice President and Chief Operating Officer, ~~Patrick Brindle, was appointed to~~stepped down as a member of Atlantic Lithium’s ~~Board~~board of ~~Directors.~~

•~~In May 2023,~~directors due to our reduction in ownership of Atlantic Lithium appointed Keith Muller as Chief Executive Officer of the company. Mr. Muller previously joined Atlantic in November 2022 as Chief Operating Officer and has more than 20 years of experience in hard rock mining with specific experience in hard rock lithium mining and dense medium separation from his prior leadership roles at Allkem and Galaxy Resources.

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

Construction of the mine and concentrator is expected to begin at Ewoyaa in 2024, and production of spodumene concentrate is targeted for 2025, subject to receipt of a mining lease, approval of environmental studies, parliamentary ratification, and other statutory requirements.

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~~Tennessee Lithium~~

Tennessee Lithium is being designed as a world-class lithium hydroxide facility in America’s emerging “Battery Belt” and is expected to add 30,000 metric tons per year of lithium hydroxide production capacity to the U.S. supply chain. We expect the plant to be one of the most sustainable lithium hydroxide operations in the world and will utilize the innovative Metso:Outotec alkaline 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 July 2023, we received our conditional major Non-Title V Construction and Operating Air Permit (“Air Permit”) for Tennessee Lithium from the Tennessee Department of Environment and Conservation (“TDEC”). With the receipt of the Air Permit for the planned 30,000 metric ton per year lithium hydroxide manufacturing plant, we now hold all the material permits required to begin construction at Tennessee Lithium.

•In ~~April 2023, we released the results~~January 2024, MIIF, Ghana’s sovereign wealth fund, commenced its funding of Atlantic Lithium with a DFS for Tennessee Lithium. The DFS reflects Tennessee Lithium having a 30-year project life with an estimated after-tax net present value of $2.5 billion and an estimated after-tax internal rate of return of 32%. These estimates are based on pricing assumptions of $26,000 per metric ton for lithium hydroxide and $1,600 per metric ton for spodumene concentrate (6.0% Li2~~O).~~

•~~In April 2023, we received our construction stormwater permit for Tennessee Lithium from TDEC.~~

•~~In October 2022, Piedmont Lithium was selected for a $141.7~~$5 million grant from the 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.investment in Atlantic Lithium’s common stock. The funding is ~~tied specifically~~part of MIIF’s non-binding agreement with Atlantic Lithium to invest an additional $27.9 million to acquire a 6% equity interest in Ewoyaa, with the ~~construction~~investment earmarked for Ewoyaa’s project development costs. MIIF has also agreed to fund 6% of ~~Tennessee Lithium. The grant will not be final until~~all future exploration and development costs of Atlantic Lithium’s Ghanaian portfolio. MIIF’s investment in Ewoyaa is expected to equally reduce Piedmont Lithium and Atlantic Lithium’s current funding requirements for Ewoyaa. If MIIF satisfies all its obligations under the ~~DOE have agreed to specific terms~~agreement, and ~~conditions~~should Piedmont Lithium acquire a 50% equity interest in Atlantic Lithium Ghana, Atlantic Lithium Ghana will hold an 81% interest in the Ewoyaa project net of the ~~grant. Once terms and conditions are finalized, funding~~interests which will be held by the Ghanaian government, resulting in Piedmont Lithium having an effective ownership interest of ~~the grant will remain subject~~40.5% in Ewoyaa. Piedmont Lithium would continue to ~~the satisfaction of conditions set forth in those terms.~~

~~Front-end engineering design (“FEED”) of Tennessee~~maintain a 50% life-of-mine offtake right to future spodumene concentrate production from Atlantic Lithium is being performed by Kiewit, a leading U.S. based Engineering Procurement and Construction (“EPC”) firm. Kiewit is supported by Primero, an EPC firm specializing in lithium projects. FEED completion is expected in 2023, and we plan to commence detailed design engineering upon completion of FEED. Contingent upon the receipt of the necessary permits and completion of financing activities, we anticipate construction to begin in 2024 with first production of lithium hydroxide targeted for 2026.Ghana under these agreements.

Carolina Lithium

Carolina Lithium is located ~~within a world-class resource~~ in the historic 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. At full production, Carolina Lithium is expected to produce 30,000 metric tons per year of lithium hydroxide. ~~We are currently engaged in permitting activities with state~~

Based on our current technical studies, we expect Carolina Lithium to be a low-cost producer of spodumene concentrate and local representatives. Our goal is to obtain the necessary material permits in 2024. We expect to proceed with rezoning following receipt of a state mining permit. Construction will commence upon receipt of required permits, rezoning, local approvals, and project financing activities, with first production of lithium hydroxide ~~targeted for 2027.~~

~~A feasibility study completed in December 2021 estimated~~and a key contributor to U.S. energy security. The project capital investment requirement of approximately $1 billion, inclusive of potential recovery of byproduct mineral resources. Due to the expected quality of this hard rock lithium asset, integration of the operation, existingshould benefit from high-quality infrastructure, minimal transportation distances, low energy costs, a deep local talent pool, and proximity to ~~lithium~~cathode and ~~byproduct markets,~~battery customers as well as by-product markets. The competitive corporate tax regime offered in the U.S., the absence of significant royalties, and the benefits inherent in the Inflation Reduction Act of 2022 should also provide advantages to the project.

In May 2024, we ~~believe~~received the finalized mining permit for the construction, operation, and reclamation of Carolina Lithium ~~will be one~~following the posting of ~~the lowest cost lithium hydroxide manufacturing operations in the world.~~

~~Recent highlights include:~~

•~~We submitted our mining permit application~~a $1 million reclamation bond to the state of North Carolina. The North Carolina Department of Environmental ~~Quality (“NCDEQ”) and Department~~Quality’s Division of Energy, Mineral, and Land Resources ~~(“DEMLR”)~~approved the permit application on April 12, 2024.

Receipt of the state mining permit allows us to accelerate discussions with funding parties, including government loan agencies and strategic partners who could provide capital, offtake, and technical support. Our goal is to put in ~~August 2021. In May 2023, DEMLR issued their third Additional Information Request, seeking further clarification on our plans~~place a strong funding plan that will maximize value for Piedmont shareholders. We continue to ~~address environmental monitoring~~engage with community stakeholders, including the Gaston County Board of Commissioners, in advance of anticipated rezoning and ~~mitigation. We expect to provide a thorough, timely response to the Additional Information Request.~~

•~~A Prevention of Significant Deterioration–Title V Air Permit application has been submitted to the NCDEQ Division of Air Quality and this application was deemed complete in February 2023.~~local permitting efforts.

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Tennessee Lithium

Tennessee Lithium is a proposed merchant lithium hydroxide manufacturing plant planned to be located in America’s emerging “Battery Belt”, and is expected to add 30,000 metric tons per year of lithium hydroxide production capacity to the U.S. supply chain. If constructed, we expect the plant would be one of the most sustainable lithium hydroxide operations in the world, and would utilize Metso’s 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. We own a 132-acre disposal facility adjacent to the proposed Tennessee Lithium plant site for the placement of inert tailings produced as part of the alkaline pressure leach process.

We currently hold all material permits required to begin construction at Tennessee Lithium.

Recent highlights include:

•Tennessee Lithium remains a key part of our development pipeline as a permitted project. We are evaluating the timeline of project development given the recent receipt of the state mining permit for Carolina Lithium.

•In April 2024, we exited the purchase agreement for a nearby industrial complex and continue to negotiate a renewal of our option agreement for the planned project site.

Killick Lithium

As of March 31, 2024, we owned an equity interest of approximately 20% in Vinland Lithium, which is a Canadian-based entity jointly owned with Sokoman Minerals and Benton Resources. Vinland Lithium owns Killick Lithium, which owns a large exploration property prospective for lithium located in southern Newfoundland, Canada. As of March 31, 2024, we have invested $2.5 million in Vinland Lithium.

As part of an earn-in agreement with Vinland Lithium, we have the right to acquire up to a 62.5% equity interest in Killick Lithium through staged-investments, which may be paid in shares of our stock. As part of our investment in Vinland Lithium, we entered into a marketing agreement with Killick Lithium for 100% marketing rights and the right of first refusal to purchase 100% of all lithium products produced by Killick Lithium on a life-of-mine basis at competitive commercial rates.

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 ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024 from those disclosed in our Annual Report for the year ended December 31, ~~2022.~~2023.

~~COVID-19 Response~~

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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.

Components of our Results of Operations

~~Exploration~~Revenue

We recognize revenue from product sales at a point in time when performance obligations are satisfied under the terms of contracts with our customers. A performance obligation is deemed to be satisfied when control of the product is transferred to our customer, which is typically upon delivery to the shipping carrier. Where a contract contains more than one distinct performance obligation, the transaction price is allocated to each performance obligation based on the standalone selling price of each performance obligation, although these situations do not occur frequently and ~~Mine Development~~are generally not built into our contracts. Revenue is measured as the amount of consideration expected to be received in exchange for transferring the goods. In the case of variable consideration arrangements, we estimate variable consideration as the revenue to which we expect to be entitled. Initial pricing is typically billed 5 days to 30 days after the departure of the shipment and paid between 15 days to 75 days. Final adjustments to prices may take longer to resolve. When the final price has not been resolved by the end of a reporting period, we estimate the expected sales price based on the initial price, market pricing and known quality measurements. We warrant to our customers that our products conform to mutually agreed product specifications.

Exploration 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 mineral reserves, which primarily include exploration, drilling, engineering, metallurgical 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 qualify for capitalization. After proven and probable 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~~are capitalized.

Selling, General and Administrative Expenses

~~General~~Selling, 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~~From Equity Method Investments ~~in Unconsolidated Affiliates~~

Loss from equity method investments ~~in unconsolidated affiliates~~ reflects our proportionate share of the net ~~loss~~income (loss) resulting from our current and legacy investments in Sayona Mining, Sayona Quebec, Vinland Lithium, and Atlantic Lithium. ~~These investments are~~Investments recorded under the equity method ~~and~~are adjusted each period, on a one-quarter lag, for our share of each investee’s ~~loss.~~income (loss). If a decline in the value of an equity method investment is determined to be other than temporary, we record any related impairment as a component of share of earnings or losses of the equity method investee in the current period. 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 (loss) in our equity method investments as a component of our ~~loss~~income (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.~~

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Other Income ~~(Expense)~~

Other income ~~(expense)~~ consists of interest income, ~~(expense),~~interest expense, foreign currency exchange gain (loss), and gain (loss) on ~~dilution~~sale of equity method ~~investments in unconsolidated affiliates.~~investments. 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 sellers for Carolina Lithium as well as interest incurred for lease liabilities. Foreign currency exchange gain (loss) relates to our foreign bank accounts denominated in Canadian dollars and Australian dollars and marketable securities denominated in Australian dollars. Gain (loss) on ~~dilution~~sale of equity method investments ~~in unconsolidated affiliates~~ relates to our reduction in ownership of Sayona Mining and Atlantic Lithium due to (i) gain (loss) on dilution due to their issuance of additional shares through public offerings and employee stock compensation ~~grants.~~grants while they were accounted for under the equity method, and; (ii) gain (loss) on the sale of shares of our equity method investments.

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Results of Operations

Three Months Ended ~~June 30, 2023~~March 31, 2024 Compared to Three Months Ended ~~June 30, 2022~~March 31, 2023

Three Months Ended
June 30,
2023 2022 $ Change % Change
Exploration and mine development costs $ 440,190 $ 882,874 $ (442,684) (50.1)%
General and administrative expenses 11,986,634 7,461,365 4,525,269 60.6%
Total operating expenses 12,426,824 8,344,239 4,082,585 48.9%
Loss from equity investments in unconsolidated affiliates (2,675,145) (1,155,379) (1,519,766) 131.5%
Loss from operations (15,101,969) (9,499,618) (5,602,351) 59.0%
Other income (expense) 5,111,640 (81,685) 5,193,325 *
Income tax expense 648,811 — 648,811 *
Net loss $ (10,639,140) $ (9,581,303) $ (1,057,837) 11.0%


	Three Months Ended March 31,
(in thousands)	2024			2023			$ Change		% Change
Revenue	$	13,401		$	—		$	13,401	*
Costs of sales	12,710			—			12,710		*
Gross profit	691			—			691		*
Gross profit margin	5.2		%	—		%
Exploration costs	53			757			(704)		(93.0%)
Selling, general and administrative expenses	9,874			8,621			1,253		14.5%
Total operating expenses	9,927			9,378			549		5.9%
Loss from equity method investments	(5,440)			(2,742)			(2,698)		(98.4%)
Loss from operations	(14,676)			(12,120)			(2,556)		(21.1%)
Other (loss) income	(12,028)			3,974			(16,002)		(402.7%)
Income tax (benefit) expense	(3,093)			493			(3,586)		(727.4%)
Net loss	$	(23,611)		$	(8,639)		$	(14,972)	173.3%

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* Not meaningful.

~~Exploration~~Revenue

Revenue was $13.4 million and ~~Mine Development~~nil in the three months ended March 31, 2024 and 2023, respectively. We generate revenue from sales of spodumene concentrate associated with our purchase offtake agreement with Sayona Quebec. We sold approximately 15,500 dmt of spodumene concentrate during the three months ended March 31, 2024. We had no revenue during the three months ended March 31, 2023, as sales of spodumene concentrate commenced in August 2023. Our realized price was $865 per dmt of spodumene concentrate (approximately 5.5% Li2O grade) for the three months ended March 31, 2024. Realized price is the average estimated price, net of certain distribution and other fees, and includes referenced pricing data through March 31, 2024. The realized price is subject to final adjustments, which may cause the realized price to be higher or lower than the average estimated realized price, based on future market-price movements. For any shipment that has not yet price settled, we estimate the final sales price based on current and expected market conditions, and known quality measurements. Any adjustments to the estimated (or provisional) sales price will be reflected in subsequent periods.

Gross Profit and Gross Profit Margin

Gross profit was $0.7 million and nil in the three months ended March 31, 2024 and 2023, respectively. Gross profit margin was 5.2% and nil in the three months ended March 31, 2024. Our realized cost of sales was $820 per dmt of spodumene concentrate in the three months ended March 31, 2024. Realized cost of sales is the average cost of sales based on our offtake pricing agreement with Sayona Quebec for the purchase of spodumene concentrate at a market price subject to a floor of $500 per dmt and a ceiling of $900 per dmt, with adjustments for product grade, freight, and insurance. As discussed above, there were no revenues or associated costs of sales in the three month ended March 31, 2023.

Exploration Costs

Exploration ~~and mine development~~ costs decreased ~~$0.4 million, or 50.1%~~93.0%, to $~~0.4~~0.1 million in the three months ended ~~June 30, 2023~~March 31, 2024 compared to $~~0.9~~0.8 million in the three months ended ~~June 30, 2022.~~March 31, 2023. The decrease in exploration costs was primarily driven by aan decrease in exploration and engineering ~~costs~~activities related to new project ~~targets, partially offset by an increase in employee compensation expenses driven by additional headcount in the three months ended June 30, 2023 compared to the three months ended June 30, 2022.~~targets.

Selling, General and Administrative Expenses

~~General~~Selling, general and administrative expenses increased $~~4.5~~1.3 million, or ~~60.6%~~14.5%, to $~~12.0~~9.9 million in the three months ended ~~June 30, 2023~~March 31, 2024 compared to $~~7.5~~8.6 million in the three months ended ~~June 30, 2022.~~March 31, 2023. The increase in selling, general and administrative expenses was primarily due to increased employee compensation costs, ~~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~~which includes $~~3.1 million~~ ~~and~~ ~~$1.3~~1.8 million in ~~the three months ended June 30, 2023~~severance and ~~2022, respectively. Increased professional fees and consulting services also contributed to higher general and administrative expenses~~severance related costs in ~~the three months ended June 30, 2023 as compared to the three months ended June 30, 2022.~~

~~Loss from Equity Investments~~connection with our 28% reduction in ~~Unconsolidated Affiliates~~

~~Loss from equity investments in unconsolidated affiliates increased~~ ~~$1.5 million~~ ~~or 131.5% to~~ ~~$2.7 million~~ ~~in the three months ended June 30, 2023 from~~ ~~$1.2 million~~ ~~in the three months ended June 30, 2022. The loss~~ ~~reflects our proportionate share of the net loss resulting from our investments in Sayona Mining, Sayona Quebec, and Atlantic Lithium. The change was primarily driven by an increase in loss from Sayona Quebec due to increased costs to ramp-up production at NAL.~~

~~Other Income (Expense)~~

~~Other income was~~ ~~$5.1 million~~ ~~in the three months ended June 30, 2023 compared to a nominal expense in the three months ended June 30, 2022. The increase of~~ ~~$5.2 million~~ ~~was primarily due to our gain on dilution of equity method investments of~~ ~~$4.0 million~~

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~~related to Sayona Mining~~ ~~in the three months ended June 30, 2023 and, to a lesser extent, an increase in interest income of~~ ~~$1.2 million~~force during the ~~same period.~~

~~Income Tax Expense~~

~~Income tax expense was~~ ~~$0.6 million~~ ~~in the three months ended June 30, 2023 compared to~~ $0 ~~in the three months ended June 30, 2022. The increase was primarily related to deferred tax expense~~first quarter of ~~$0.6 million~~ associated with the Australian tax effects of our gain on dilution and our proportional share of income in Sayona Mining in the three months ended June 30, 2023. We recorded a valuation allowance against a material component of our net deferred tax assets as of June 30, 2023 and December 31, 2022.

~~Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022~~

Six Months Ended
June 30,
2023 2022 $ Change % Change
Exploration and mine development costs $ 1,196,964 $ 1,050,712 $ 146,252 13.9%
General and administrative expenses 20,608,084 13,039,370 7,568,714 58.0%
Total operating expenses 21,805,048 14,090,082 7,714,966 54.8%
Loss from equity investments in unconsolidated affiliates (5,417,509) (4,544,882) (872,627) 19.2%
Loss from operations (27,222,557) (18,634,964) (8,587,593) 46.1%
Other income (expense) 9,085,839 (100,971) 9,186,810 *
Tax expense 1,142,154 — 1,142,154 *
Net loss $ (19,278,872) $ (18,735,935) $ (542,937) 2.9%
~~__________________________~~

* Not meaningful.

~~Exploration and Mine Development Costs~~

~~Exploration and mine development costs increased~~ ~~$0.1 million, or 13.9%, to~~ ~~$1.2 million~~ ~~in the six months ended June 30, 2023 compared to~~ ~~$1.1 million~~ in the six months ended June 30, 2022. The increase was primarily driven by an increase in exploration and engineering costs related to new project targets and an increase in employee compensation expenses primarily related to additional headcount in the first half of 2023.

~~General and Administrative Expenses~~

~~General and administrative expenses increased~~ ~~$7.6 million, or 58.0%, to~~ ~~$20.6 million~~ ~~in the six months ended June 30, 2023 compared to~~ ~~$13.0 million~~ in the six months ended June 30, 2022. The increase in general and administrative expenses was primarily due to increased employee compensation costs 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 ~~$4.2 million~~ ~~and~~ ~~$1.4 million~~ in the six months ended June 30, 2023 and 2022, respectively. Increased professional fees and consulting services also contributed to higher general and administrative expenses in the six months ended June 30, 2023 as compared to the six months ended June 30, 2022.

~~Loss from Equity Investments in Unconsolidated Affiliates~~

~~Loss from equity investments in unconsolidated affiliates increased~~ ~~$0.9 million, or 19.2%~~ to ~~$5.4 million~~ ~~in the six months ended June 30, 2023 compared to~~ ~~$4.5 million~~ ~~in the six months ended June 30, 2022. The loss~~ ~~reflects our proportionate share of the net loss resulting from our investments in Sayona Mining, Sayona Quebec, and Atlantic Lithium. The change was driven by an increase in loss from Sayona Quebec of~~ ~~$1.4 million~~,2024. These increases were partially offset by a decrease in ~~losses from Atlantic Lithium and Sayona Mining of~~ ~~$0.3 million~~, ~~$0.2 million, respectively.~~

~~Other Income (Expense)~~

~~Other income increased was~~ ~~$9.1 million~~ ~~in the six months ended June 30, 2023 compared to~~ ~~$0.1 million~~ ~~of expense in the six months ended June 30, 2022. The increase of~~ ~~$9.2 million~~ ~~was primarily due to our gain on dilution of equity method investments of~~

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professional and consulting fees as a part of our costs savings plan. Total stock-based compensation expense included in selling, general and administrative expenses was $~~7.2~~2.1 million ~~related to Sayona Mining,~~ ~~in the six months ended June 30, 2023~~ and ~~to a lesser extent, an increase in interest income of~~ $~~1.9~~1.1 million in the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023, respectively.

Loss from Equity Method Investments

Loss from equity method investments increased $2.7 million, or 98.4%, to $5.4 million in the three months ended March 31, 2024 compared to loss from equity method investments of $2.7 million in the ~~six~~three months ended ~~June 30, 2022.~~March 31, 2023. The loss of from equity method investments of $5.4 million in the three months ended March 31, 2024 reflects our proportionate share of loss resulting from our equity investments in Sayona Mining, Sayona Quebec, Atlantic Lithium, and Vinland Lithium. The loss from equity method investments of $2.7 million in the three months ended March 31, 2023 reflects our proportionate share of loss resulting from Sayona Mining, Sayona Quebec, and Atlantic Lithium. Our interest in Vinland Lithium was acquired in October 2023. The increase in loss from equity method investments was mainly driven by an increase in losses from Sayona Mining and Sayona Quebec of $1.1 million and $1.8 million, respectively, partially offset by a decrease in loss from Atlantic Lithium of $0.2 million.

Other Income (Loss)

Other loss increased $16.0 million, to $12.0 million in the three months ended March 31, 2024 compared to income of $4.0 million in the three months ended March 31, 2023. Included in other loss for the three months ended March 31, 2024, was a loss of $14.1 million related to the sale of our entire equity interest in Sayona Mining and the partial sale of our equity interest in Atlantic Lithium. Contributing to the increase in other loss was a decrease of $1.7 million primarily due to a $3.3 million decrease in gains on dilution of equity method investments, partially offset by an increase of $1.4 million in unrealized gain on marketable securities.

Income Tax Expense

Income tax ~~expense was~~benefit increased $~~1.1~~3.6 million, to $3.1 million in the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 compared to $0 ~~in the six months ended June 30, 2022. The increase was primarily related to deferred~~ income tax expense of $~~1.1~~0.5 million ~~associated with~~in the ~~Australian~~three months ended March 31, 2023. The increase in income tax ~~effects~~benefit was mainly due to the tax benefit generated from the loss on equity investments related to the sale of our ~~gain on dilution and our proportional share of income~~equity interest in Sayona Mining in the ~~six~~three months ended ~~June 30, 2023.~~

~~We recorded a valuation allowance against a material component of our net deferred tax assets as of June 30, 2023 and December~~March 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 recognition of certain deferred tax assets and a decrease in income tax expense for the 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.2024.

Liquidity and Capital Resources

Overview

As of ~~June 30, 2023,~~March 31, 2024, we had cash and cash equivalents of ~~$88.7~~$71.4 million compared to ~~$99.2~~$71.7 million as of December 31, ~~2022.~~2023. As of ~~June 30, 2023,~~March 31, 2024, the vast majority of our cash balances were held in the ~~U.S. A significant portion of our cash balances are~~U.S and covered by ~~Federal Deposit Insurance Corporation (“FDIC”)~~FDIC insured limits.

Our predominant source of cash to date has been generated through equity financing from issuances of our common stock. 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 with the private placement. As of ~~June 30, 2023,~~March 31, 2024, we had ~~$369.2~~$500 million ~~remaining~~available under our shelf registration statement. On February 29, 2024, we filed a second amendment to our shelf registration statement ~~which expires~~to reflect that we are no longer a well-known seasoned issuer. This second amendment has not been declared effective by the SEC; however, we may continue to utilize the shelf registration statement as it existed prior to the filing of Amendment 2 through August 27, 2024, or until the registration statement is declared effective by the SEC. Our shelf registration statement will expire on September 24, 2024. 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.

Our primary uses of cash during the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 consisted of: (i) settlement payments tied to sales of spot shipments of spodumene concentrate as a result of a decline in lithium prices totaling $11.1 million; (ii) equity investments in Sayona Quebec mainly for the operation of NAL totaling $10.0 million; (iii) advances to Atlantic Lithium primarily for exploration and evaluation activities, certain development activities, and permitting and approval activities related to our investment in Ewoyaa totaling $5.0 million; (iv) capital expenditures primarily related to engineering costs of $3.3 million for Tennessee Lithium; (v) purchases of real property and associated mining interests of ~~$14.4~~$0.8 million ~~and exploration~~ and development expenditures of ~~$1.4~~$1.3 million associated with Carolina Lithium; ~~(ii) equity~~and (vi) general and administrative costs related to our corporate expenses.

In the first quarter of 2024, we initiated a cost savings plan to reduce operating spend mainly within our corporate overhead by $10 million annually, defer capital spending to 2025 and beyond, and limit cash investments in and advances to affiliates. We expect to recognize the majority of our cost savings in 2024. As part of our cost savings plan, we reduced our workforce by 27% mainly within our corporate office staff and recorded $1.8 million in severance and severance related costs in the first quarter of 2024.

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To bolster our cash position and further strengthen our balance sheet, we plan to monetize certain non-core assets and protect shareholder value. We raised net proceeds of $49.1 million from the sale of our common stock holdings in Sayona Mining and a portion of our common stock holdings in Atlantic Lithium. The sale of our equity interests had no impact on our joint ventures or offtake rights with either Sayona Quebec ~~mainly for~~and its NAL operations or the operational restart of NAL totaling $28.1 million; (iii) capital expenditures primarily related to engineering costs of $12.6 million for Tennessee Lithium; (iv) $4.2 million in working capital; and (v) advances toEwoyaa project with Atlantic ~~Lithium for exploration and evaluation activities as part of Phase 1~~Lithium.

As a result of our ~~investment in Ewoyaa totaling $4.7 million.~~

~~As of June 30, 2023, we had~~cash savings efforts, our working capital ~~of $80.9~~improved from $34.8 million ~~and long-term debt of $0.1~~to $67.2 million ~~net of~~during the ~~current portion of $0.3 million, related to seller financed debt, as discussed above.~~three months ended March 31, 2024

Liquidity Outlook

~~We expect our current cash balances to fund our~~Our planned cash expenditures ~~in 2023~~for the next twelve months primarily ~~related~~relate to: (i) continued equity investments in Sayona Quebec primarily for ~~the restart~~capital expenditures 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 and engineering and testing activities associated with Carolina Lithium; (iv) site costs, real property acquisition costs, and engineering activities associated with Tennessee Lithium; and (v) working capital ~~requirements.~~

~~We expect~~requirements primarily related to ~~generate cash flow from sales~~purchases of spodumene concentrate from NAL and our corporate costs.

In 2024, we plan to ~~customers from~~fund capital expenditures totaling $10.0 million to $14.0 million and investments in and advances to affiliates totaling $32 million to $38 million. The majority of our ~~offtake supply agreement with~~planned capital expenditures relate to Carolina Lithium and Tennessee Lithium. Investments in and advances to affiliates reflect cash contributions to Sayona Quebec ~~beginning~~and its NAL operations and advances to Atlantic Lithium for the Ewoyaa project. We are evaluating a range of funding options with critical focus on funding options that would be non-dilutive to Piedmont Lithium’s shareholders to fund our share of project capital. Our outlook for planned capital expenditures and investments in and advances to affiliates is subject to market conditions.

We believe our current cash balances are sufficient to fund our cash requirements for at least the ~~third quarter of 2023.~~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. We plan to ~~use net proceeds from~~meet our ~~sales~~liquidity needs in 2024 through our available cash balances and other financing strategies primarily involving the monetization of non-core assets, as discussed above.

We plan to ~~customers to primarily~~ fund construction ~~of Phase 2~~costs for ~~Ewoyaa as well as other cash expenditures, as discussed above. We believe Sayona Quebec will become self-sufficient, or mostly self-sufficient,~~Carolina Lithium and Tennessee Lithium through ~~sales of spodumene concentrate to third party customers and Piedmont Lithium beginning in the third quarter of 2023, and as a result,~~separate yet similar funding strategy processes that we expect would include an ATVM loan, once submitted and if awarded, under the DOE’s Loan Programs Office, and a ~~material decline in,~~strategic partnering process. Construction is not planned to commence for either Carolina Lithium or ceasing of, cash investments into Sayona Quebec beginning in the fourth quarter of 2023. Currently, there are no plans for future cash distributions from Sayona Quebec to its joint-venture partners, PiedmontTennessee Lithium ~~and Sayona Mining.~~

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until project financing has been finalized.

As of ~~June 30, 2023,~~March 31, 2024, we had entered into land acquisition contracts in North Carolina ~~and Tennessee~~ totaling ~~$35.7~~$21.2 million, of which we expect to close and fund ~~$14.9 million for the remainder of 2023, $16.3~~$5.6 million in 2024, ~~and $4.5~~$8.9 million in ~~2025.~~2025, and $6.8 million in 2026. 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 terminated our agreements to acquire land in Tennessee.

~~We believe~~Currently, there are no plans for future cash distributions from any of 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 of the construction of Tennessee Lithium. The final details of the project grant are subject to 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 of conditions set forth in those terms.

equity method investments.

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.~~financing. If we were to issue additional shares of our common stock, it would result in dilution to our existing shareholders. ~~There are many factors~~No assurances can be given that ~~could significantly impact~~any additional financings would be available in amounts sufficient to meet our ~~ability~~needs or on terms that would be acceptable to ~~raise funds through equity and debt financing as well as influence the timing of future cash flows.~~us. See Part ~~II,~~I, Item 1A, “Risk Factors” in this Form ~~10-Q.~~10-K for the year ended December 31, 2023.

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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:


		Six Months Ended June 30,
(in thousands)						(in thousands)	Three Months Ended March 31,
Net cash provided by (used in):	Net cash provided by (used in):	2023		2022		Net cash provided by (used in):	2024	2023

Operating activities
Operating activities
Operating activities	Operating activities	$	(19,688,001)	$	(17,853,851)
Investing activities	Investing activities	(61,655,735)		(28,688,172)
Financing activities	Financing activities	70,845,192		121,330,736
Net (decrease) increase in cash and cash equivalents	Net (decrease) increase in cash and cash equivalents	$	(10,498,544)	$	74,788,713

Cash Flows from Operating Activities

Operating activities used ~~$19.7~~$28.3 million and ~~$17.9~~$9.5 million in the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively, resulting in an increase in cash used inby operating activities of ~~$1.8~~$18.8 million. The increase was mainly due a to (i) an increase in working capital spend of $17.0 million primarily ~~due~~related to a reduction in current liabilities associated with settlement payments tied to sales of spot shipments of spodumene concentrate as a result of a decline in lithium prices, and (ii) an increase in net loss of ~~$2.7~~$1.8 million, ~~after adjusting for~~net of certain noncash items including gain (loss) on ~~dilution,~~sale of equity method investments, loss from equity method investments, stock compensation expense, gain on marketable securities, and deferred taxes. ~~This increase in cash outflows from operating activities was partially offset by a decrease in working capital use of $0.9 million.~~

Cash Flows from Investing Activities

Investing activities ~~used $61.7~~provided $28.7 million and ~~$28.7~~used $31.5 million in the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively, resulting in an increase in cash ~~used in~~provided by investing activities of ~~$33.0~~$60.2 million. The increase was ~~primarily~~ due to ~~an increase~~(i) the receipt of $49.1 million in ~~investments~~net proceeds from the sale of our entire equity interest in ~~affiliates~~Sayona Mining and the partial sale of ~~$18.2 million primarily relating to Sayona Quebec for additional investments to fund the NAL restart. Also contributing to the increase was increased~~our equity interest in Atlantic Lithium, (ii) a decrease in capital expenditures of ~~$12.6~~$13.1 million, ~~and $4.6~~(iii) a decrease in contributions to equity investments of $2.0 million, ~~for Tennessee Lithium and Carolina Lithium, respectively. These increases were~~ partially offset by a ~~decrease~~(iv) an increase in cash advances of $4.1 million to Atlantic Lithium ~~of $2.4 million~~ for ~~exploration and evaluation activities related to Phase 1 of~~ Ewoyaa.

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Cash Flows from Financing Activities

Financing activities ~~provided $70.8~~used $0.7 million and ~~$121.3~~provided $71.0 million in the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively, resulting in a decrease in cash provided of ~~$50.5~~$71.6 million. The decrease in cash from financing activities was ~~mainly due to~~driven by a ~~$51.1~~$71.1 million decrease in net cash proceeds from issuances of our common stock ~~and cash exercises of stock options~~ in the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 compared to ~~June 30, 2022. The decrease~~the three months ended March 31, 2023. In February 2023, we received net proceeds of $71.1 million from LG Chem in ~~cash provided was partially offset by~~exchange for 1,096,535 shares of our common stock in conjunction with a ~~decrease in debt payments totaling $0.6 million.~~multi-year spodumene concentrate offtake agreement.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

~~Other than the items listed below, there~~There have 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 Annual Report for the year ended December 31, ~~2022.~~2023.

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 we do 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.

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 ~~June 30, 2023.~~March 31, 2024. 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 ~~June 30, 2023.~~March 31, 2024. 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

There were no changes in internal control over financial reporting identified in the evaluation for the quarter ended ~~June 30, 2023~~March 31, 2024 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 —~~12—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~~There have been no material changes in our risk factors from those disclosed in Part I, Item 1A, “Risk Factors” in our Annual Report for the year ended December 31, ~~2022.~~2023.

~~Our cash and cash equivalents could be adversely effected if the financial institutions in which it holds its cash and cash equivalents fail.~~

We maintain cash deposits in accounts that, at times may exceed the amount of insurance provided on such deposits by the FDIC. If one or more of the financial institutions in which we hold cash deposits fails, we could lose all or a portion of our uninsured cash balances. If access to our 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 future, including the financial institutions in which we, our equity method investments, or our customers hold cash, our and their ability to access existing cash, cash equivalents, and investments may be threatened and could have a material adverse effect on our business and financial condition. In addition, there is a risk that one or more of our current service providers, financial institutions, and other partners may be adversely affected by the foregoing risks, which could directly affect our ability to 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 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 Ewoyaa Lithium Project in Ghana. While we do not have 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 benefits of the Inflation Reduction Act for producers who supply the U.S. electric vehicle market. However, we cannot guarantee our ability to source spodumene concentrate, and our inability to do so would negatively impact our ability to produce lithium hydroxide in 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.

During the three months ended ~~June 30, 2023,~~March 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule10b5-1 trading arrangement,” as each term is defined in item 408(a) of Regulation S-K.

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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~~(incorporated by reference to 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~~(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on 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.

Table of Contents

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: ~~August 7, 2023~~May 9, 2024	By:	/s/ Michael White
		Michael White
		Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)


	(Unaudited)
	June 30, 2023		December 31, 2022
Assets
Cash and cash equivalents	$	88,748,419	$	99,246,963
Other current assets	4,904,795		2,611,841
Total current assets	93,653,214		101,858,804
Property, plant and mine development, net	101,685,472		71,540,798
Other non-current assets	23,556,684		18,873,679
Equity method investments in unconsolidated affiliates	124,040,126		95,647,802
Total assets	$	342,935,496	$	287,921,083

Liabilities and Stockholders’ Equity


Accounts payable and accrued expenses	12,149,805		12,861,514
Current portion of long-term debt	277,316		425,187
Other current liabilities	290,768		124,464
Total current liabilities	12,717,889		13,411,165
Long-term debt, net of current portion	72,099		163,425
Operating lease liabilities, net of current portion	1,253,561		1,176,709
Deferred tax liabilities	3,456,971		2,881,123
Total liabilities	17,500,520		17,632,422
Commitments and contingencies (Note 11)
Stockholders’ equity:
Common stock; $0.0001 par value, 100,000,000 shares authorized; 19,195,889 and 18,073,367 shares issued and outstanding at June 30, 2023, and December 31, 2022, respectively	1,919		1,807
Additional paid-in capital	456,758,193		381,241,814
Accumulated deficit	(124,936,546)		(105,657,674)
Accumulated other comprehensive loss	(6,388,590)		(5,297,286)
Total stockholders’ equity	325,434,976		270,288,661
Total liabilities and stockholders’ equity	$	342,935,496	$	287,921,083


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Operating expenses:
Exploration and mine development costs	$	440,190	$	882,874	1,196,964		1,050,712
General and administrative expenses	11,986,634		7,461,365		20,608,084		13,039,370
Total operating expenses	12,426,824		8,344,239		21,805,048		14,090,082
Loss from equity method investments in unconsolidated affiliates	(2,675,145)		(1,155,379)		(5,417,509)		(4,544,882)
Loss from operations	(15,101,969)		(9,499,618)		(27,222,557)		(18,634,964)
Other income (expense):
Interest income	1,165,341		288		1,928,791		288
Interest expense	(11,160)		(34,214)		(25,677)		(76,610)
Loss from foreign currency exchange	(17,878)		(47,759)		(67,144)		(24,649)
Gain on dilution of equity method investments in unconsolidated affiliates	3,975,337		—		7,249,869		—
Total other income (expense)	5,111,640		(81,685)		9,085,839		(100,971)
Loss before taxes	(9,990,329)		(9,581,303)		(18,136,718)		(18,735,935)
Income tax expense	648,811		—		1,142,154		—
Net loss	$	(10,639,140)	$	(9,581,303)	$	(19,278,872)	$	(18,735,935)

Basic and diluted net loss per weighted-average share	$	(0.55)	$	(0.53)	$	(1.02)	$	(1.10)


Basic and diluted weighted-average number of shares outstanding	19,186,640		17,930,926		18,856,995		17,019,262


	June 30, 2023		December 31, 2022
Mining interests	$	70,472,674	$	56,119,627
Mine development	3,908,275		3,050,239
Land	720,033		720,033
Leasehold improvements	401,264		281,008
Facilities and equipment	896,301		675,795
Construction in process	25,478,088		10,779,566
Property, plant and mine development	101,876,635		71,626,268
Accumulated depreciation	(191,163)		(85,470)
Property, plant and mine development, net	$	101,685,472	$	71,540,798


	Three Months Ended June 30, 2023
	Sayona Mining		Sayona Quebec		Atlantic Lithium		Total
Balance at March 31, 2023	$	44,187,864	$	50,548,382	$	10,659,620	$	105,395,866
Additional investments	—		16,085,029		41,021		16,126,050

Gain on dilution of equity method investments(1)	3,975,337		—		—		3,975,337
Loss from equity method investments	(1,012,961)		(1,335,087)		(327,097)		(2,675,145)
Foreign currency translation adjustment of equity method investments	133,008		1,246,604		(161,594)		1,218,018
Balance at June 30, 2023	$	47,283,248	$	66,544,928	$	10,211,950	$	124,040,126


	Six Months Ended June 30, 2023
	Sayona Mining		Sayona Quebec		Atlantic Lithium		Total
Balance at December 31, 2022	$	44,619,404	$	39,763,008	$	11,265,390	$	95,647,802
Additional investments	101,616		28,074,937		41,021		28,217,574

Gain on dilution of equity method investments(1)	7,249,869		—		—		7,249,869
Loss from equity method investments	(2,054,245)		(2,604,490)		(758,774)		(5,417,509)
Foreign currency translation adjustment of equity method investments	(2,633,396)		1,311,473		(335,687)		(1,657,610)
Balance at June 30, 2023	$	47,283,248	$	66,544,928	$	10,211,950	$	124,040,126


	Three Months Ended June 30, 2022
	Sayona Mining		Sayona Quebec		Atlantic Lithium		Total
Balance at March 31, 2022	$	16,945,836	$	26,193,877	$	14,583,345	$	57,723,058
Additional investments	1,029,617		6,979,080		—		8,008,697


Loss from equity method investments	(857,847)		(125,759)		(171,773)		(1,155,379)
Foreign currency translation adjustment of equity method investments	—		—		(342,767)		(342,767)
Balance at June 30, 2022	$	17,117,606	$	33,047,198	$	14,068,805	$	64,233,609


	Six Months Ended June 30, 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	1,075,921		8,978,983		—		10,054,904

Loss from equity method investments	(2,279,318)		(1,192,396)		(1,073,168)		(4,544,882)
Foreign currency translation adjustment of equity method investments	64,515		44,760		(258,398)		(149,123)
Balance at June 30, 2022	$	17,117,606	$	33,047,198	$	14,068,805	$	64,233,609


	As of June 30, 2023
	Sayona Mining		Sayona Quebec	Atlantic Lithium
Fair value of equity investments where market values from publicly traded entities are readily available	$	140,978,713	Not publicly traded	$	18,239,189


	June 30, 2023		December 31, 2022
Investments in equity securities	$	470,889	$	483,836
Prepaid and other current assets	4,433,906		2,128,005
Total other current assets	$	4,904,795	$	2,611,841


	June 30, 2023		December 31, 2022
Advances on exploration project	$	21,758,906	$	17,316,440
Other non-current assets	276,933		263,845
Operating lease right-of-use assets	1,520,845		1,293,394
Total other non-current assets	$	23,556,684	$	18,873,679


	June 30,
	2023	2022
Stock options	336,469	394,733
RSUs	80,777	35,973
PRAs	113,113	69,468
Total potentially dilutive shares	530,359	500,174