Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 29, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-38427 | |
Entity Registrant Name | PIEDMONT LITHIUM INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 36-4996461 | |
Entity Address, Address Line One | 42 E Catawba Street | |
Entity Address, Address Line Two | ||
Entity Address, City or Town | Belmont | |
Entity Address, State or Province | NC | |
Entity Address, Postal Zip Code | 28012 | |
City Area Code | 704 | |
Local Phone Number | 461-8000 | |
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | PLL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 17,964,863 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001728205 | |
Current Fiscal Year End Date | --12-31 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Cash and cash equivalents | $ 139,033,696 | $ 64,244,983 |
Other current assets | 4,460,334 | 2,514,602 |
Total current assets | 143,494,030 | 66,759,585 |
Property, plant and mine development, net | 53,693,669 | 40,055,354 |
Other non-current assets | 11,624,524 | 4,561,122 |
Equity investments in unconsolidated affiliates | 64,233,609 | 58,872,710 |
Total assets | 273,045,832 | 170,248,771 |
Liabilities and Stockholders’ Equity | ||
Accounts payable | 1,613,013 | 1,262,744 |
Accrued expenses | 3,990,970 | 5,425,498 |
Current portion of long-term debt | 504,855 | 762,189 |
Other current liabilities | 29,906 | 99,587 |
Total current liabilities | 6,138,744 | 7,550,018 |
Long-term debt, net of current portion | 349,415 | 914,147 |
Total liabilities | 6,488,159 | 8,464,165 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity: | ||
Common stock; $0.0001 par value, 100,000,000 shares authorized; 17,964,863, and 15,894,395, shares issued and outstanding at June 30, 2022, and December 31, 2021, respectively | 1,796 | 1,589 |
Additional paid-in capital | 378,789,754 | 255,131,836 |
Accumulated deficit | (111,418,935) | (92,683,000) |
Accumulated other comprehensive loss | (814,942) | (665,819) |
Total stockholders’ equity | 266,557,673 | 161,784,606 |
Total liabilities and stockholders’ equity | $ 273,045,832 | $ 170,248,771 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) | Dec. 31, 2021 $ / shares shares |
Statement of Financial Position [Abstract] | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 |
Common stock, shares issued (in shares) | 15,894,395 |
Common stock, shares outstanding (in shares) | 15,894,395 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Operating expenses: | ||||
Exploration and mine development costs | $ 882,874 | $ 3,477,327 | $ 1,050,712 | $ 7,302,336 |
General and administrative expenses | 7,461,365 | 4,002,054 | 13,039,370 | 6,687,431 |
Loss from operations | (8,344,239) | (7,479,381) | (14,090,082) | (13,989,767) |
Other (expense) income: | ||||
Interest (expense) income, net | (33,926) | (63,216) | (76,322) | (129,085) |
Loss from foreign currency exchange | (47,759) | (25,749) | (24,649) | (25,532) |
Loss before taxes and equity earnings | (8,425,924) | (7,568,346) | (14,191,053) | (14,144,384) |
Income tax expense (benefit) | 0 | 0 | 0 | 0 |
Loss from equity investments in unconsolidated affiliates, net of tax | (1,155,379) | (64,626) | (4,544,882) | (64,626) |
Net loss | $ (9,581,303) | $ (7,632,972) | $ (18,735,935) | $ (14,209,010) |
Basic loss per weighted-average share (in dollars per share) | $ (0.53) | $ (0.48) | $ (1.10) | $ (0.95) |
Diluted loss per weighted-average share (in dollars per share) | $ (0.53) | $ (0.48) | $ (1.10) | $ (0.95) |
Basic weighted-average number of shares outstanding (in shares) | 17,930,926 | 15,753,324 | 17,019,262 | 14,926,734 |
Diluted weighted-average number of shares outstanding (in shares) | 17,930,926 | 15,753,324 | 17,019,262 | 14,926,734 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||||
Net loss | $ (9,581,303) | $ (9,154,632) | $ (7,632,972) | $ (6,576,038) | $ (18,735,935) | $ (14,209,010) |
Other comprehensive loss, net of tax: | ||||||
Equity investment loss in unconsolidated affiliates | (342,767) | $ 193,644 | (31,288) | (149,123) | (31,288) | |
Other comprehensive loss, net of tax | (342,767) | (31,288) | (149,123) | (31,288) | ||
Comprehensive loss | $ (9,924,070) | $ (7,664,260) | $ (18,885,058) | $ (14,240,298) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||||
Net loss | $ (9,581,303) | $ (7,632,972) | $ (18,735,935) | $ (14,209,010) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation | 6,146 | 1,376 | 11,208 | 2,752 |
Stock-based compensation expense | 1,382,905 | 1,018,296 | ||
Noncash lease expense | 60,919 | 74,979 | ||
Loss on sale of property, plant and mine development | 11,542 | 0 | ||
Unrealized loss on investment | 23,824 | 0 | ||
Loss on equity investments in unconsolidated affiliates | 1,155,379 | 64,626 | 4,544,882 | 64,626 |
Changes in operating assets and liabilities: | ||||
Other assets | (1,969,142) | (1,172,736) | ||
Accounts payable | (486,145) | 305,200 | ||
Accrued expenses and other current liabilities | (2,697,909) | 1,192,448 | ||
Net cash used in operating activities | (17,853,851) | (12,723,445) | ||
Cash flows from investing activities: | ||||
Capital expenditures | (11,533,913) | (13,136,824) | ||
Advances Paid On Equity Method Investment | 7,099,355 | 0 | ||
Equity investments in unconsolidated affiliates | (8,008,697) | (7,042,018) | (10,054,904) | (16,358,412) |
Net cash used in investing activities | (28,688,172) | (29,495,236) | ||
Cash flows from financing activities: | ||||
Proceeds from issuances of common stock, net of issuance costs | 122,059,476 | 114,087,891 | ||
Proceeds from exercise of stock options | 93,326 | 216,151 | ||
Principal payments on long-term debt | (822,066) | (370,707) | ||
Net cash provided by financing activities | 121,330,736 | 113,933,335 | ||
Net increase in cash | 74,788,713 | 71,714,654 | ||
Cash and cash equivalents at beginning of period | 64,244,983 | 70,936,994 | ||
Cash and cash equivalents at end of period | 139,033,696 | 142,651,648 | 139,033,696 | 142,651,648 |
Supplemental disclosure of cash flow information: | ||||
Noncash capital expenditures in accounts payable and accrued expenses | 2,004,734 | 0 | ||
Cash paid for interest | 76,612 | 68,838 | ||
Capitalized stock-based compensation | $ 80,560 | $ 0 | $ 122,418 | $ 0 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2020 | 13,914,731 | ||||
Beginning balance at Dec. 31, 2020 | $ 79,328,671 | $ 1,375 | $ 137,249,496 | $ (57,125,635) | $ (796,565) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock, net (in shares) | 1,750,000 | ||||
Issuance of common stock, net | 114,087,891 | $ 175 | 114,087,716 | ||
Stock-based compensation, net of forfeitures | 406,488 | 406,488 | |||
Shares issued for exercise/vesting of stock-based compensation awards (in shares) | 13,356 | ||||
Shares issued for exercise/vesting of stock-based compensation awards | 30,452 | 30,452 | |||
Net loss | (6,576,038) | (6,576,038) | |||
Ending balance (in shares) at Mar. 31, 2021 | 15,678,087 | ||||
Ending balance at Mar. 31, 2021 | 187,277,464 | $ 1,550 | 251,774,152 | (63,701,673) | (796,565) |
Beginning balance (in shares) at Dec. 31, 2020 | 13,914,731 | ||||
Beginning balance at Dec. 31, 2020 | 79,328,671 | $ 1,375 | 137,249,496 | (57,125,635) | (796,565) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Equity investment gain (loss) in other comprehensive loss | (31,288) | ||||
Net loss | $ (14,209,010) | ||||
Ending balance (in shares) at Jun. 30, 2021 | 15,764,533 | ||||
Ending balance at Jun. 30, 2021 | $ 180,410,711 | $ 1,550 | 252,571,659 | (71,334,645) | (827,853) |
Beginning balance (in shares) at Mar. 31, 2021 | 15,678,087 | ||||
Beginning balance at Mar. 31, 2021 | 187,277,464 | $ 1,550 | 251,774,152 | (63,701,673) | (796,565) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation, net of forfeitures | 611,808 | 611,808 | |||
Shares issued for exercise/vesting of stock-based compensation awards (in shares) | 81,446 | ||||
Shares issued for exercise/vesting of stock-based compensation awards | 185,699 | 185,699 | |||
Equity investment gain (loss) in other comprehensive loss | (31,288) | ||||
Conversion of performance rights (in shares) | 5,000 | ||||
Foreign currency translation adjustments | (31,288) | (31,288) | |||
Net loss | $ (7,632,972) | (7,632,972) | |||
Ending balance (in shares) at Jun. 30, 2021 | 15,764,533 | ||||
Ending balance at Jun. 30, 2021 | $ 180,410,711 | $ 1,550 | 252,571,659 | (71,334,645) | (827,853) |
Beginning balance (in shares) at Dec. 31, 2021 | 15,894,395 | ||||
Beginning balance at Dec. 31, 2021 | 161,784,606 | $ 1,589 | 255,131,836 | (92,683,000) | (665,819) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock, net (in shares) | 2,012,500 | ||||
Issuance of common stock, net | 122,059,476 | $ 201 | 122,059,275 | ||
Stock-based compensation, net of forfeitures | (85,908) | (85,908) | |||
Shares issued for exercise/vesting of stock-based compensation awards (in shares) | 22,631 | ||||
Shares issued for exercise/vesting of stock-based compensation awards | $ 3 | (3) | |||
Equity investment gain (loss) in other comprehensive loss | 193,644 | 193,644 | |||
Net loss | (9,154,632) | (9,154,632) | |||
Ending balance (in shares) at Mar. 31, 2022 | 17,929,526 | ||||
Ending balance at Mar. 31, 2022 | 274,797,186 | $ 1,793 | 377,105,200 | (101,837,632) | (472,175) |
Beginning balance (in shares) at Dec. 31, 2021 | 15,894,395 | ||||
Beginning balance at Dec. 31, 2021 | 161,784,606 | $ 1,589 | 255,131,836 | (92,683,000) | (665,819) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Equity investment gain (loss) in other comprehensive loss | (149,123) | ||||
Net loss | (18,735,935) | ||||
Ending balance (in shares) at Jun. 30, 2022 | 17,964,863 | ||||
Ending balance at Jun. 30, 2022 | 266,557,673 | $ 1,796 | 378,789,754 | (111,418,935) | (814,942) |
Beginning balance (in shares) at Mar. 31, 2022 | 17,929,526 | ||||
Beginning balance at Mar. 31, 2022 | 274,797,186 | $ 1,793 | 377,105,200 | (101,837,632) | (472,175) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation, net of forfeitures | 1,591,231 | 1,591,231 | |||
Shares issued for exercise/vesting of stock-based compensation awards (in shares) | 35,337 | ||||
Shares issued for exercise/vesting of stock-based compensation awards | 93,326 | $ 3 | 93,323 | ||
Equity investment gain (loss) in other comprehensive loss | (342,767) | (342,767) | |||
Net loss | (9,581,303) | (9,581,303) | |||
Ending balance (in shares) at Jun. 30, 2022 | 17,964,863 | ||||
Ending balance at Jun. 30, 2022 | $ 266,557,673 | $ 1,796 | $ 378,789,754 | $ (111,418,935) | $ (814,942) |
DESCRIPTION OF COMPANY
DESCRIPTION OF COMPANY | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF COMPANY | DESCRIPTION OF COMPANY Nature of Business Piedmont Lithium Inc. (“Piedmont Lithium,” “we,” “our,” “us,” or “Company”) is a development stage company centered on building a multi-asset, integrated lithium business which will provide lithium hydroxide, a critical material, to the electric vehicle and battery manufacturing supply chains in the United States (“U.S.”), support the creation of a clean energy economy in North America and help secure America’s energy independence. Our projects are strategically located in Canada, Ghana, and the southeastern U.S. Our wholly owned, Carolina Lithium Project is located on the renowned Carolina Tin-Spodumene Belt in North Carolina. Our investments in Canada and Ghana add geographic diversity and provide the opportunity for near-term production and revenue. We plan to develop and integrate our resources and operations with the aim of bringing production online consecutively in 2023 (Quebec, Canada), 2024 (Ghana), 2025 (LHP-2) and 2026 (Carolina Lithium). The location of our domestic and international lithium assets, combined with our two planned U.S. lithium hydroxide plants, uniquely positions Piedmont Lithium to be a large, low-cost, sustainable producer of lithium products. Change in Fiscal Year-End Effective January 1, 2022, we changed our fiscal year end from June 30 to December 31. The six-month period from July 1, 2021 to December 31, 2021 served as a transition period. Our fiscal year for 2022 commenced on January 1, 2022 and will end on December 31, 2022. See our Transition Report on Form 10-KT (“Transition Report”) filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2022. Basis of Presentation The accompanying unaudited consolidated financial statements and related notes have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and in conformity with the rules and regulations of the SEC applicable to interim financial information. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Unless otherwise indicated, all references to “$” are to U.S. dollars, and all references to “AUD” are to Australian dollars. Our reporting currency is U.S. dollars. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Therefore, these unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-KT for the six-month transition period ended December 31, 2021. These unaudited consolidated financial statements reflect all adjustments and reclassifications that, in the opinion of management, are considered necessary for a fair statement of the results of operations, financial position and cash flows for the periods presented. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the year ending December 31, 2022, for any other interim period or for any other future fiscal year. Certain prior period amounts have been reclassified to conform with the current period presentation. Piedmont Lithium acquired all of the issued and outstanding ordinary shares of Piedmont Lithium Limited (“Piedmont Australia”), our Australian predecessor and currently a wholly-owned subsidiary, pursuant to a Scheme of Arrangement under Australian law, which was approved by Piedmont Australia’s shareholders on February 26, 2021 and by the Supreme Court of Western Australia on May 5, 2021 (collectively referred to as “Redomiciliation”). As part of the Redomiciliation, we changed our place of domicile from Australia to the state of Delaware in the United States, effective May 17, 2021. Piedmont Australia’s ordinary shares were listed on the Australian Securities Exchange (“ASX”), and Piedmont Australia’s American Depositary Shares (“ADSs”), each representing 100 of Piedmont Australia’s ordinary shares, were traded on the Nasdaq Capital Market (“Nasdaq”). Following the approval of the Redomiciliation, we moved the primary listing of our shares of common stock from the ASX to Nasdaq and retained an ASX listing via Chess Depositary Interests (“CDIs”), each representing 1/100th of a share of common stock of Piedmont Lithium Inc. All issued and outstanding shares of our common stock and per share amounts have been retroactively adjusted in these consolidated financial statements to reflect the 100:1 ratio and share consolidation. Shares of our common stock issued in connection with the Redomiciliation trade on Nasdaq under the symbol “PLL.” Risk and Uncertainties We are subject to a number of risks similar to those of other companies of similar size in our industry, including but not limited to, the success of our exploration and development activities, construction and permitting delays, the need for additional capital or financing to fund operating losses, competition from substitute products and services from larger companies, protection of proprietary technology, litigation, and dependence on key individuals. We have accumulated deficits of $111.4 million, and $92.7 million as of June 30, 2022 and December 31, 2021, respectively. We have incurred net losses and utilized cash in operations since inception, and we expect to incur future additional losses. We have cash available on hand and believe this cash will be sufficient to fund our operations and meet our obligations as they come due for at least one year from the date these consolidated financial statements are issued. In the event our cash requirements change during the next twelve months, management has the ability and commitment to make corresponding changes to our operating expenses, as necessary. Until commercial production is achieved from our planned operations, we will continue to incur operating and investing net cash outflows associated with, among other things, funding capital projects, development-stage technical studies, permitting activities associated with our projects, funding our commitments in Quebec and Ghana, maintaining and acquiring exploration properties and undertaking ongoing exploration activities. Our long-term success is dependent upon our ability to successfully raise additional capital or financing or enter into strategic partnership opportunities. Our long-term success is also dependent upon our ability to obtain certain permits and approvals, develop our planned portfolio of projects, earn revenues, and achieve profitability. Our consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions, and allocations that affect amounts reported in the consolidated financial statements and related notes. Significant items that are subject to such estimates and assumptions include, but are not limited to, long-lived assets, fair value of stock-based compensation awards, income tax uncertainties, valuation of deferred tax assets, contingent assets and liabilities, legal claims, asset impairments and environmental remediation. Actual results could differ due to the uncertainty inherent in the nature of these estimates. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from our estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant Accounting Policies Exploration and Mine Development Costs We incur costs in resource exploration, evaluation and development during the different phases of our resource development projects. Exploration costs incurred before the declaration of proven and probable reserves, which primarily include exploration, drilling, engineering, metallurgical test-work, and compensation for employees associated with exploration activities, are expensed as incurred. We have also expensed as incurred engineering costs attributable to the evaluation of land for our future lithium hydroxide conversion plants and spodumene concentrator, development project management costs, feasibility studies and other project expenses that do not qualify for capitalization. After proven and probable reserves are declared, exploration and mine development costs necessary to bring the property to commercial capacity or increase the capacity or useful life are capitalized. Mine Development Mine development assets include engineering and metallurgical test-work, drilling and other related costs to delineate an ore body, and the removal of overburden to initially expose an ore body at open pit surface mines. Costs incurred before mineral resources are classified as proven and probable reserves are expensed and recorded to “Exploration and mine development costs” in our statements of operations. Capitalization of mine development project costs that meet the definition of an asset begins once mineral resources are classified as proven and probable reserves. Drilling and related costs are capitalized for an ore body where proven and probable reserves exist and the activities are directed at obtaining additional information on the ore body or converting mineralized material to proven and probable reserves. All other drilling and related costs are expensed as incurred. The cost of removing overburden and waste materials to access the ore body at an open pit mine prior to the production phase are referred to as pre-stripping costs. Pre-stripping costs will be capitalized during the development of an open pit mine. The removal, production, and sale of de minimis salable materials may occur during the development phase of an open pit mine and are assigned incremental mining costs related to the removal of that material. Mine development assets will be depleted using the units-of-production method based on estimated recoverable metric tons in proven and probable reserves. To the extent that these costs benefit an entire ore body, they will be depleted over the estimated life of the ore body. As of June 30, 2022, we had no projects in the production phase, and we did not record depletion expense for any of our mine development assets. For a further discussion of our significant accounting policies, see “Note 2—Summary of Significant Accounting Policies” within Part II, Item 8 of our Transition Report for the six-month period ended December 31, 2021. 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 consolidated financial statements. |
PROPERTY, PLANT AND MINE DEVELO
PROPERTY, PLANT AND MINE DEVELOPMENT | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND MINE DEVELOPMENT | PROPERTY, PLANT AND MINE DEVELOPMENT Property, plant and mine development, net, is presented in the following table: June 30, December 31, Mining interests $ 47,622,685 $ 39,303,043 Mine development 2,044,891 — Land 688,829 688,829 Facilities and equipment 111,058 107,248 Construction in process 3,249,534 — Property, plant, and mine development 53,716,997 40,099,120 Accumulated depreciation (23,328) (43,766) Property, plant, and mine development, net $ 53,693,669 $ 40,055,354 Depletion of mine development and mining interests does not commence until the assets are placed in service. As of June 30, 2022, we have not recorded depletion expense for any of our mine development or mining interests assets. The vast majority of our construction in process relates to capitalized costs associated with our Carolina Lithium Project. Depreciation expense is presented in the following table and is included in “General and administrative expenses” in our consolidated statements of operations: Three Months Ended Six Months Ended 2022 2021 2022 2021 Depreciation expense $ 6,146 $ 1,376 $ 11,208 $ 2,752 |
EQUITY INVESTMENTS IN UNCONSOLI
EQUITY INVESTMENTS IN UNCONSOLIDATED AFFILIATES | 6 Months Ended |
Jun. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY INVESTMENTS IN UNCONSOLIDATED AFFILIATES | EQUITY INVESTMENTS IN UNCONSOLIDATED AFFILIATES We apply the equity method to investments when we have the ability to exercise significant influence over the operational decision-making authority and financial policies of the investee. We account for our existing investments in Atlantic Lithium Limited (“Atlantic Lithium”), Sayona Mining Limited (“Sayona”), and Sayona Quebec Inc. (“Sayona Quebec”), a subsidiary of Sayona, as equity method investments. Our share of the income or loss from Atlantic Lithium, Sayona and Sayona Quebec is recorded on a one-quarter lag. The following is a summary or our equity method investments as of June 30, 2022: Sayona We own an equity interest of approximately 14% in Sayona, an Australian company publicly listed on the ASX, and have formed a strategic partnership with Sayona to explore, evaluate, mine, develop, and ultimately produce spodumene concentrate in Quebec, Canada. Sayona Quebec We own an equity interest of 25% in Sayona Quebec for the purpose of furthering our investment and strategic partnership in Quebec, Canada with Sayona. The remaining 75% equity interest is held by Sayona. Sayona Quebec holds a 100% interest in the existing lithium mining operations of North American Lithium. We have a long-term supply agreement with Sayona Quebec, under which Sayona Quebec will supply Piedmont Lithium the greater of 113,000 metric tons per year or 50% of spodumene concentrate production on a life-of-mine basis. In the event Sayona and Piedmont Lithium jointly construct and operate a lithium conversion plant, then spodumene concentrate produced from North American Lithium would be preferentially delivered to that conversion plant upon start of operations. Any remaining spodumene concentrate not delivered to a jointly owned conversion plant would first be delivered to Piedmont lithium up to Piedmont Lithium’s offtake right and then to third parties. Purchases are subject to market pricing with a price floor of $500 per metric ton and a price ceiling of $900 per metric ton. Atlantic Lithium Limited We own an equity interest of approximately 10% in Atlantic Lithium, an Australian company publicly listed on the Alternative Investment Market of the London Stock Exchange and have formed a strategic partnership with Atlantic Lithium to explore, evaluate, mine, develop, and ultimately produce spodumene concentrate in Ghana. We have the right to acquire a 50% equity interest in Atlantic Lithium’s Ghanaian-based lithium portfolio companies (collectively, “Atlantic Lithium Ghana”), which are wholly-owned subsidiaries of Atlantic Lithium, through future staged investments. We have a long-term supply agreement whereby Atlantic Lithium will sell 50% of spodumene concentrate produced in Ghana for the life of the mine to Piedmont Lithium, subject to us exercising our ability to acquire an equity interest of 50% in Atlantic Lithium Ghana through expected future staged investments. See Note 5— Other Assets . The following tables summarize the carrying amounts, including changes therein, of our equity method investments: Three Months Ended June 30, 2022 Sayona Sayona Quebec Atlantic Lithium Total Balance at beginning of period $ 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) Share of loss from equity method investments included in other comprehensive loss — — (342,767) (342,767) Balance at end of period $ 17,117,606 $ 33,047,198 $ 14,068,805 $ 64,233,609 Three Months Ended June 30, 2021 Sayona Sayona Quebec Total Balance at beginning of period $ 9,316,394 $ — $ 9,316,394 Additional investments 1,974,425 5,067,593 7,042,018 Loss from equity method investments (64,626) — (64,626) Share of loss from equity method investments included in other comprehensive loss (31,288) — (31,288) Balance at end of period $ 11,194,905 $ 5,067,593 $ 16,262,498 Six Months Ended June 30, 2022 Sayona Sayona Quebec Atlantic Lithium Total Balance at beginning of period $ 18,256,488 $ 25,215,851 $ 15,400,371 $ 58,872,710 Additional investments 1,075,921 8,978,983 — 10,054,904 Loss from equity method investments (2,279,318) (1,192,396) (1,073,168) (4,544,882) Share of income (loss) from equity method investments included in other comprehensive loss 64,515 44,760 (258,398) (149,123) Balance at end of period $ 17,117,606 $ 33,047,198 $ 14,068,805 $ 64,233,609 Six Months Ended June 30, 2021 Sayona Sayona Quebec Total Balance at beginning of period $ — $ — $ — Additional investments 11,290,819 5,067,593 16,358,412 Loss from equity method investments (64,626) — (64,626) Share of loss from equity method investments included in other comprehensive loss (31,288) — (31,288) Balance at end of period $ 11,194,905 $ 5,067,593 $ 16,262,498 As of June 30, 2022 Sayona Sayona Quebec Atlantic Lithium Fair value of equity investments where market values from publicly traded entities are readily available $ 174,859,526 Not publicly traded $ 28,246,608 The following tables present summarized financial information included in our share of income (loss) from equity method investments noted above for our significant equity investments. The balances below were compiled from information provided to us by each investee and are presented in accordance with U.S. GAAP: Three Months Ended June 30, 2022 June 30, 2021 Sayona Sayona Quebec Atlantic Lithium Sayona Revenue $ — $ — $ — $ — Net loss from operations (5,224,405) (503,037) (1,733,332) (324,754) Other comprehensive loss, net of tax — — (3,458,798) (157,224) Comprehensive loss (5,224,405) (503,037) (5,192,130) (481,978) Six Months Ended June 30, 2022 June 30, 2021 Sayona Sayona Quebec Atlantic Lithium Sayona Revenue $ — $ — $ — $ — Net loss from operations (13,812,789) (4,769,583) (10,829,140) (324,754) Other comprehensive income (loss), net of tax 390,967 179,041 (2,607,447) (157,224) Comprehensive loss (13,421,822) (4,590,542) (13,436,587) (481,978) |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We follow FASB ASC Topic 820, “Fair Value Measurement and Disclosure,” which establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy categorizes assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The three levels are defined as follows: Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2: Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived from observable market data by correlation or other means. Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs). The level within which the financial asset or liability is classified is determined based on the lowest level of significant input to the fair value measurement. Measurement of Fair Value Our financial instruments consist primarily of cash and cash equivalents, investments in equity securities, trade and other payables, and long-term debt as follows: • Long-term debt —As of June 30, 2022 and December 31, 2021, we had $0.9 million and $1.7 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 equity securities —As of June 30, 2022 and December 31, 2021, we had $0.5 million and $0.5 million, respectively, of investments in equity securities which are recorded at fair value based on Level 3 inputs. See Note 5— Other Assets . • 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. Level 3 activity was not material for all periods presented. |
OTHER ASSETS
OTHER ASSETS | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER ASSETS | OTHER ASSETS Other current assets consisted of the following: June 30, December 31, Investments in equity securities $ 489,687 $ 513,511 Prepaid assets and other receivables 3,970,647 2,001,091 Total other current assets $ 4,460,334 $ 2,514,602 As of June 30, 2022, 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. The decrease in fair value of our investment in equity securities during the six months ended June 30, 2022 was due to currency revaluation of our common stock held in Ricca and is recorded in “Loss from foreign currency exchange” in our consolidated statements of operations. Other non-current assets consisted of the following: June 30, December 31, Advances on Ghana Project $ 11,409,528 $ 4,310,173 Other non-current assets 214,996 190,030 Operating lease right-of-use assets — 60,919 Total other non-current assets $ 11,624,524 $ 4,561,122 We have a strategic partnership between Piedmont Lithium and Atlantic Lithium that includes Atlantic Lithium Ghana. Under our partnership, we entered into a project agreement to acquire a 50% equity interest in Atlantic Lithium Ghana as part of two phases of future staged investments by Piedmont Lithium in the Ghana Project over an approximate period of three We are currently in phase one, which allows us to acquire a 22.5% equity interest in Atlantic Lithium Ghana by funding approximately $17.0 million for exploration and definitive feasibility study expenses. Our future equity interest ownership related to phase one is contingent upon completing a definitive feasibility study and making an election to proceed with phase two. Phase two allows us to acquire a 27.5% equity interest in Atlantic Lithium Ghana upon completion of funding approximately $70.0 million for capital costs associated with the construction of the Ghana Project. Any cost under runs or overruns beyond 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 50.0% in Atlantic Lithium Ghana. Phase one funding costs are included in other non-current assets as an advance on our expected future investments into the Ghana Project. Our maximum exposure to a loss as a result of our involvement in the Ghana Project is limited to the total funding paid by Piedmont Lithium to Atlantic Lithium. As of June 30, 2022, we did not own an equity interest in Atlantic Lithium Ghana. We have made advanced payments totaling $3.3 million and $6.9 million during the three and six months ended June 30, 2022, respectively, and additional advance payments totaling $1.5 million beginning July 1, 2022 through the date of this filing. |
EQUITY
EQUITY | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
EQUITY | 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 March 2022, we issued 2,012,500 shares under our shelf registration statement with an issue price of $65.00 per share for gross proceeds totaling $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 issuances in the consolidated balance sheets. In March 2021, we issued 1,750,000 shares with an issue price of $70.00 per share for gross proceeds of $122.5 million. Share issuance costs associated with the U.S. public offering totaled $12.8 million and were accounted for as a reduction in the proceeds from share issuances in the consolidated balance sheets. As of June 30, 2022, we had $369.2 million remaining under our shelf registration statement, which expires on September 24, 2024. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Stock Incentive Plans In March 2021, our Board adopted, in connection with the Redomiciliation, the Piedmont Lithium Inc. Stock Incentive Plan (“Incentive Plan”). The Incentive Plan authorized the grant of stock options, stock appreciation rights, restricted stock units and restricted stock, any of which may be performance-based. Our 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, 2022, 2,296,996 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. 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 Six Months Ended 2022 2021 2022 2021 Components of stock-based compensation: Stock-based compensation $ 1,591,231 $ 611,808 $ 2,356,086 $ 1,018,296 Stock-based compensation forfeitures — — (850,763) — Stock-based compensation, net of forfeitures $ 1,591,231 $ 611,808 $ 1,505,323 $ 1,018,296 Presentation of stock-based compensation in the consolidated financial statements: Exploration and mine development costs $ 219,939 $ 262,794 $ 2,000 $ 393,941 General and administrative expenses 1,290,732 349,014 1,380,905 624,355 Stock-based compensation expense, net of forfeitures (1) 1,510,671 611,808 1,382,905 1,018,296 Capitalized stock-based compensation (2) 80,560 — 122,418 — Stock-based compensation, net of forfeitures $ 1,591,231 $ 611,808 $ 1,505,323 $ 1,018,296 __________________________ (1) For the three and six months ended June 30, 2022 and 2021, 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) Capitalized stock-based compensation relates to direct labor costs associated with our Carolina Lithium Project and are included in “Property, plant and mine development, net” in our consolidated balance sheets. A summary of activity relating to our share-based awards was as follows: 2022 2021 Stock Option Awards Restricted Stock Units Performance Rights Awards Stock Option Awards Restricted Stock Units Performance Rights Awards January 1 272,504 51,277 30,000 443,694 — 65,000 Granted 135,957 17,437 29,120 50,000 — — Exercised, surrendered or vested (15,000) (14,285) — (18,906) — — Forfeited or expired (19,458) (17,209) — — — — March 31 374,003 37,220 59,120 474,788 — 65,000 Granted 58,949 7,972 10,348 33,004 36,745 — Exercised, surrendered or vested (37,500) (9,219) — (115,288) — (5,000) Forfeited or expired (719) — — — — — June 30 394,733 35,973 69,468 392,504 36,745 60,000 As of June 30, 2022, we had remaining unvested stock-based compensation expense of $7.7 million to be recognized through December 2024. As of June 30, 2022, there were 69,468 unvested PRAs, which expire over the next three years and are subject to certain milestones related to construction, feasibility studies and supply agreements. |
LOSS PER SHARE
LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | LOSS PER SHARE Basic and diluted net loss per share is reflected in the following table: Three Months Ended Six Months Ended 2022 2021 2022 2021 Net loss $ (9,581,303) $ (7,632,972) $ (18,735,935) $ (14,209,010) Weighted-average number of common shares used in calculating basic and dilutive earnings per share (1) 17,930,926 15,753,324 17,019,262 14,926,734 Basic and diluted net loss per weighted-average share $ (0.53) $ (0.48) $ (1.10) $ (0.95) __________________________ (1) For the three and six months ended June 30, 2021, the weighted-average number of common shares used in calculating basic and dilutive earnings per share was adjusted to reflect the impact of the exchange ratio caused by the Redomiciliation. For the three and six months ended June 30, 2022 and 2021, potentially dilutive shares were not included in the calculation of diluted net loss per share because their effect would have been anti-dilutive due to net losses in those periods. The anti-dilutive shares are presented in the following table: June 30, 2022 2021 Stock options 394,733 392,504 RSUs 35,973 36,745 PRAs 69,468 60,000 Total potentially dilutive shares 500,174 489,249 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES For the three months ended June 30, 2022, and 2021, we recorded an income tax provision of $0 on a loss before taxes of $9.6 million, and a provision of $0 on a loss before taxes of $7.6 million, respectively. For the six months ended June 30, 2022, and 2021, we recorded an income tax provision of $0 on a loss before taxes of $18.7 million, and an income tax provision of $0 on a loss before taxes of $14.2 million, respectively. The effective tax rate and the federal statutory rate were 0% for the three and six months ended June 30, 2022 and 2021 and were primarily related to the full valuation allowance on net deferred tax assets. As of June 30, 2022, we maintained a full valuation allowance against our net deferred tax assets. We continually review the adequacy of the valuation allowance and intend to continue maintaining a full valuation allowance on our net deferred tax assets until there is sufficient evidence to support reversal of all or a portion of the allowance. Should our assessment change in a future period, we may release all or a portion of the valuation allowance at such time, which would result in a deferred tax benefit in the period of adjustment. |
SEGMENT REPORTING
SEGMENT REPORTING | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING We report our segment information in the same way management internally organizes the business in assessing performance and making decisions regarding allocation of resources in accordance with ASC Topic 280, “Segment Reporting . ” We have a single reportable operating segment which operates as a single business platform. In reaching this conclusion, management considered the definition of the Chief Operating Decision Maker (“CODM”), how the business is defined by the CODM, the nature of the information provided to the CODM, how the CODM uses such information to make operating decisions, and how resources and performance are accessed. 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. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Proceedings We are involved from time to time in various claims, proceedings, and litigation. We establish reserves for specific legal proceedings when we determine that the likelihood of an unfavorable outcome is probable and the amount of loss can be reasonably estimated. In July 2021, a lawsuit was filed against us in the U.S. District Court for the Eastern District of New York on behalf of a class of putative plaintiffs claiming violations of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The complaint alleged, among other things, that we made false and/or misleading statements and/or failed to make disclosure relating to proper and necessary permits. In February 2022, the Court appointed a lead plaintiff in this action, and the lead plaintiff filed an amended complaint in April 2022. We intend to move to dismiss the amended complaint on various grounds, with our moving papers due in July 2022, and we intend to vigorously defend against these claims should the amended complaint survive. 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 October 14, 2021, Vincent Varbaro, a purported holder of the Company’s American Depositary Shares and equity securities, filed a shareholder derivative suit in the U.S. District Court for the Eastern District of New York, purporting to bring claims on behalf of the Company against certain of the Company’s officers and directors. The complaint alleges that the defendants breached their fiduciary duties in connection with the Company’s statements regarding the timing and status of government permits for the Company’s Carolina Lithium Project in North Carolina, at various times between March 16, 2018 and July 19, 2021. No litigation demand was made to the Company in connection with this action. In December 2021, the parties agreed to a stipulation to stay the proceeding pending resolution of the motion to dismiss in the securities law matters described 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 the Company’s Carolina Lithium Project in North Carolina at various times between March 16, 2018 and July 19, 2021. No litigation demand was made to the Company in connection with this action. The lawsuit focuses on the same public statements as the shareholder derivative suit described above. We intend to vigorously defend against these claims. Although there can be no assurance as to the outcome, we do |
RELATED PARTIES
RELATED PARTIES | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | RELATED PARTIESLedger Holdings Pty Ltd, a company associated with a former non-executive director of the Company was paid $16,667 and $41,667 during the three and six months ended June 30, 2021, respectively, for services related to business development activities. These fees and associated payments were included in the former director’s remuneration. Effective June 1, 2021, the director's term ended. |
DESCRIPTION OF COMPANY (Policie
DESCRIPTION OF COMPANY (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Change in Fiscal Year End | Change in Fiscal Year-End Effective January 1, 2022, we changed our fiscal year end from June 30 to December 31. The six-month period from July 1, 2021 to December 31, 2021 served as a transition period. Our fiscal year for 2022 commenced on January 1, 2022 and will end on December 31, 2022. See our Transition Report on Form 10-KT (“Transition Report”) filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2022. |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements and related notes have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and in conformity with the rules and regulations of the SEC applicable to interim financial information. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Unless otherwise indicated, all references to “$” are to U.S. dollars, and all references to “AUD” are to Australian dollars. Our reporting currency is U.S. dollars. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Therefore, these unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-KT for the six-month transition period ended December 31, 2021. These unaudited consolidated financial statements reflect all adjustments and reclassifications that, in the opinion of management, are considered necessary for a fair statement of the results of operations, financial position and cash flows for the periods presented. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the year ending December 31, 2022, for any other interim period or for any other future fiscal year. Certain prior period amounts have been reclassified to conform with the current period presentation. Piedmont Lithium acquired all of the issued and outstanding ordinary shares of Piedmont Lithium Limited (“Piedmont Australia”), our Australian predecessor and currently a wholly-owned subsidiary, pursuant to a Scheme of Arrangement under Australian law, which was approved by Piedmont Australia’s shareholders on February 26, 2021 and by the Supreme Court of Western Australia on May 5, 2021 (collectively referred to as “Redomiciliation”). As part of the Redomiciliation, we changed our place of domicile from Australia to the state of Delaware in the United States, effective May 17, 2021. Piedmont Australia’s ordinary shares were listed on the Australian Securities Exchange (“ASX”), and Piedmont Australia’s American Depositary Shares (“ADSs”), each representing 100 of Piedmont Australia’s ordinary shares, were traded on the Nasdaq Capital Market (“Nasdaq”). Following the approval of the Redomiciliation, we moved the primary listing of our shares of common stock from the ASX to Nasdaq and retained an ASX listing via Chess Depositary Interests (“CDIs”), each representing 1/100th of a share of common stock of Piedmont Lithium Inc. |
Redomiciliation | Piedmont Lithium acquired all of the issued and outstanding ordinary shares of Piedmont Lithium Limited (“Piedmont Australia”), our Australian predecessor and currently a wholly-owned subsidiary, pursuant to a Scheme of Arrangement under Australian law, which was approved by Piedmont Australia’s shareholders on February 26, 2021 and by the Supreme Court of Western Australia on May 5, 2021 (collectively referred to as “Redomiciliation”). As part of the Redomiciliation, we changed our place of domicile from Australia to the state of Delaware in the United States, effective May 17, 2021. Piedmont Australia’s ordinary shares were listed on the Australian Securities Exchange (“ASX”), and Piedmont Australia’s American Depositary Shares (“ADSs”), each representing 100 of Piedmont Australia’s ordinary shares, were traded on the Nasdaq Capital Market (“Nasdaq”). Following the approval of the Redomiciliation, we moved the primary listing of our shares of common stock from the ASX to Nasdaq and retained an ASX listing via Chess Depositary Interests (“CDIs”), each representing 1/100th of a share of common stock of Piedmont Lithium Inc. |
Risk and Uncertainties | 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, construction and permitting delays, the need for additional capital or financing to fund operating losses, competition from substitute products and services from larger companies, protection of proprietary technology, litigation, and dependence on key individuals. We have accumulated deficits of $111.4 million, and $92.7 million as of June 30, 2022 and December 31, 2021, respectively. We have incurred net losses and utilized cash in operations since inception, and we expect to incur future additional losses. We have cash available on hand and believe this cash will be sufficient to fund our operations and meet our obligations as they come due for at least one year from the date these consolidated financial statements are issued. In the event our cash requirements change during the next twelve months, management has the ability and commitment to make corresponding changes to our operating expenses, as necessary. Until commercial production is achieved from our planned operations, we will continue to incur operating and investing net cash outflows associated with, among other things, funding capital projects, development-stage technical studies, permitting activities associated with our projects, funding our commitments in Quebec and Ghana, maintaining and acquiring exploration properties and undertaking ongoing exploration activities. Our long-term success is dependent upon our ability to successfully raise additional capital or financing or enter into strategic partnership opportunities. Our long-term success is also dependent upon our ability to obtain certain permits and approvals, develop our planned portfolio of projects, earn revenues, and achieve profitability. Our consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions, and allocations that affect amounts reported in the consolidated financial statements and related notes. Significant items that are subject to such estimates and assumptions include, but are not limited to, long-lived assets, fair value of stock-based compensation awards, income tax uncertainties, valuation of deferred tax assets, contingent assets and liabilities, legal claims, asset impairments and environmental remediation. Actual results could differ due to the uncertainty inherent in the nature of these estimates. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from our estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Exploration and Mine Development Costs | Exploration and Mine Development Costs We incur costs in resource exploration, evaluation and development during the different phases of our resource development projects. Exploration costs incurred before the declaration of proven and probable reserves, which primarily include exploration, drilling, engineering, metallurgical test-work, and compensation for employees associated with exploration activities, are expensed as incurred. We have also expensed as incurred engineering costs attributable to the evaluation of land for our future lithium hydroxide conversion plants and spodumene concentrator, development project management costs, feasibility studies and other project expenses that do not qualify for capitalization. After proven and probable reserves are declared, exploration and mine development costs necessary to bring the property to commercial capacity or increase the capacity or useful life are capitalized. |
Mine Development | Mine Development Mine development assets include engineering and metallurgical test-work, drilling and other related costs to delineate an ore body, and the removal of overburden to initially expose an ore body at open pit surface mines. Costs incurred before mineral resources are classified as proven and probable reserves are expensed and recorded to “Exploration and mine development costs” in our statements of operations. Capitalization of mine development project costs that meet the definition of an asset begins once mineral resources are classified as proven and probable reserves. Drilling and related costs are capitalized for an ore body where proven and probable reserves exist and the activities are directed at obtaining additional information on the ore body or converting mineralized material to proven and probable reserves. All other drilling and related costs are expensed as incurred. The cost of removing overburden and waste materials to access the ore body at an open pit mine prior to the production phase are referred to as pre-stripping costs. Pre-stripping costs will be capitalized during the development of an open pit mine. The removal, production, and sale of de minimis salable materials may occur during the development phase of an open pit mine and are assigned incremental mining costs related to the removal of that material. Mine development assets will be depleted using the units-of-production method based on estimated recoverable metric tons in proven and probable reserves. To the extent that these costs benefit an entire ore body, they will be depleted over the estimated life of the ore body. As of June 30, 2022, we had no projects in the production phase, and we did not record depletion expense for any of our mine development assets. For a further discussion of our significant accounting policies, see “Note 2—Summary of Significant Accounting Policies” within Part II, Item 8 of our Transition Report for the six-month period ended December 31, 2021. |
Recently Issued and Adopted Accounting Pronouncements | 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 consolidated financial statements. |
Fair Value of Financial Instruments | FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We follow FASB ASC Topic 820, “Fair Value Measurement and Disclosure,” which establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy categorizes assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The three levels are defined as follows: Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2: Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived from observable market data by correlation or other means. Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs). The level within which the financial asset or liability is classified is determined based on the lowest level of significant input to the fair value measurement. |
PROPERTY, PLANT AND MINE DEVE_2
PROPERTY, PLANT AND MINE DEVELOPMENT (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | Property, plant and mine development, net, is presented in the following table: June 30, December 31, Mining interests $ 47,622,685 $ 39,303,043 Mine development 2,044,891 — Land 688,829 688,829 Facilities and equipment 111,058 107,248 Construction in process 3,249,534 — Property, plant, and mine development 53,716,997 40,099,120 Accumulated depreciation (23,328) (43,766) Property, plant, and mine development, net $ 53,693,669 $ 40,055,354 Depreciation expense is presented in the following table and is included in “General and administrative expenses” in our consolidated statements of operations: Three Months Ended Six Months Ended 2022 2021 2022 2021 Depreciation expense $ 6,146 $ 1,376 $ 11,208 $ 2,752 |
EQUITY INVESTMENTS IN UNCONSO_2
EQUITY INVESTMENTS IN UNCONSOLIDATED AFFILIATES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summary of Equity Method Investments | The following tables summarize the carrying amounts, including changes therein, of our equity method investments: Three Months Ended June 30, 2022 Sayona Sayona Quebec Atlantic Lithium Total Balance at beginning of period $ 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) Share of loss from equity method investments included in other comprehensive loss — — (342,767) (342,767) Balance at end of period $ 17,117,606 $ 33,047,198 $ 14,068,805 $ 64,233,609 Three Months Ended June 30, 2021 Sayona Sayona Quebec Total Balance at beginning of period $ 9,316,394 $ — $ 9,316,394 Additional investments 1,974,425 5,067,593 7,042,018 Loss from equity method investments (64,626) — (64,626) Share of loss from equity method investments included in other comprehensive loss (31,288) — (31,288) Balance at end of period $ 11,194,905 $ 5,067,593 $ 16,262,498 Six Months Ended June 30, 2022 Sayona Sayona Quebec Atlantic Lithium Total Balance at beginning of period $ 18,256,488 $ 25,215,851 $ 15,400,371 $ 58,872,710 Additional investments 1,075,921 8,978,983 — 10,054,904 Loss from equity method investments (2,279,318) (1,192,396) (1,073,168) (4,544,882) Share of income (loss) from equity method investments included in other comprehensive loss 64,515 44,760 (258,398) (149,123) Balance at end of period $ 17,117,606 $ 33,047,198 $ 14,068,805 $ 64,233,609 Six Months Ended June 30, 2021 Sayona Sayona Quebec Total Balance at beginning of period $ — $ — $ — Additional investments 11,290,819 5,067,593 16,358,412 Loss from equity method investments (64,626) — (64,626) Share of loss from equity method investments included in other comprehensive loss (31,288) — (31,288) Balance at end of period $ 11,194,905 $ 5,067,593 $ 16,262,498 As of June 30, 2022 Sayona Sayona Quebec Atlantic Lithium Fair value of equity investments where market values from publicly traded entities are readily available $ 174,859,526 Not publicly traded $ 28,246,608 The following tables present summarized financial information included in our share of income (loss) from equity method investments noted above for our significant equity investments. The balances below were compiled from information provided to us by each investee and are presented in accordance with U.S. GAAP: Three Months Ended June 30, 2022 June 30, 2021 Sayona Sayona Quebec Atlantic Lithium Sayona Revenue $ — $ — $ — $ — Net loss from operations (5,224,405) (503,037) (1,733,332) (324,754) Other comprehensive loss, net of tax — — (3,458,798) (157,224) Comprehensive loss (5,224,405) (503,037) (5,192,130) (481,978) Six Months Ended June 30, 2022 June 30, 2021 Sayona Sayona Quebec Atlantic Lithium Sayona Revenue $ — $ — $ — $ — Net loss from operations (13,812,789) (4,769,583) (10,829,140) (324,754) Other comprehensive income (loss), net of tax 390,967 179,041 (2,607,447) (157,224) Comprehensive loss (13,421,822) (4,590,542) (13,436,587) (481,978) |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following: June 30, December 31, Investments in equity securities $ 489,687 $ 513,511 Prepaid assets and other receivables 3,970,647 2,001,091 Total other current assets $ 4,460,334 $ 2,514,602 |
Schedule of Other Non-current Assets | Other non-current assets consisted of the following: June 30, December 31, Advances on Ghana Project $ 11,409,528 $ 4,310,173 Other non-current assets 214,996 190,030 Operating lease right-of-use assets — 60,919 Total other non-current assets $ 11,624,524 $ 4,561,122 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation Expense | Stock-based compensation related to all stock-based incentive plans is presented in the following table: Three Months Ended Six Months Ended 2022 2021 2022 2021 Components of stock-based compensation: Stock-based compensation $ 1,591,231 $ 611,808 $ 2,356,086 $ 1,018,296 Stock-based compensation forfeitures — — (850,763) — Stock-based compensation, net of forfeitures $ 1,591,231 $ 611,808 $ 1,505,323 $ 1,018,296 Presentation of stock-based compensation in the consolidated financial statements: Exploration and mine development costs $ 219,939 $ 262,794 $ 2,000 $ 393,941 General and administrative expenses 1,290,732 349,014 1,380,905 624,355 Stock-based compensation expense, net of forfeitures (1) 1,510,671 611,808 1,382,905 1,018,296 Capitalized stock-based compensation (2) 80,560 — 122,418 — Stock-based compensation, net of forfeitures $ 1,591,231 $ 611,808 $ 1,505,323 $ 1,018,296 __________________________ (1) For the three and six months ended June 30, 2022 and 2021, 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) Capitalized stock-based compensation relates to direct labor costs associated with our Carolina Lithium Project and are included in “Property, plant and mine development, net” in our consolidated balance sheets. |
Share-Based Payment Arrangement, Activity | A summary of activity relating to our share-based awards was as follows: 2022 2021 Stock Option Awards Restricted Stock Units Performance Rights Awards Stock Option Awards Restricted Stock Units Performance Rights Awards January 1 272,504 51,277 30,000 443,694 — 65,000 Granted 135,957 17,437 29,120 50,000 — — Exercised, surrendered or vested (15,000) (14,285) — (18,906) — — Forfeited or expired (19,458) (17,209) — — — — March 31 374,003 37,220 59,120 474,788 — 65,000 Granted 58,949 7,972 10,348 33,004 36,745 — Exercised, surrendered or vested (37,500) (9,219) — (115,288) — (5,000) Forfeited or expired (719) — — — — — June 30 394,733 35,973 69,468 392,504 36,745 60,000 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Loss per Share | Basic and diluted net loss per share is reflected in the following table: Three Months Ended Six Months Ended 2022 2021 2022 2021 Net loss $ (9,581,303) $ (7,632,972) $ (18,735,935) $ (14,209,010) Weighted-average number of common shares used in calculating basic and dilutive earnings per share (1) 17,930,926 15,753,324 17,019,262 14,926,734 Basic and diluted net loss per weighted-average share $ (0.53) $ (0.48) $ (1.10) $ (0.95) __________________________ (1) For the three and six months ended June 30, 2021, the weighted-average number of common shares used in calculating basic and dilutive earnings per share was adjusted to reflect the impact of the exchange ratio caused by the Redomiciliation. |
Schedule of Antidilutive Securities Excluded from Calculation of Diluted Net Loss Per Share | The anti-dilutive shares are presented in the following table: June 30, 2022 2021 Stock options 394,733 392,504 RSUs 35,973 36,745 PRAs 69,468 60,000 Total potentially dilutive shares 500,174 489,249 |
DESCRIPTION OF COMPANY (Details
DESCRIPTION OF COMPANY (Details) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | May 17, 2021 |
Class of Stock [Line Items] | |||
CDI exchange ratio | 0.01 | ||
Accumulated deficit | $ (111,418,935) | $ (92,683,000) | |
Piedmont Lithium Limited | |||
Class of Stock [Line Items] | |||
ADS conversion ratio | 100 |
PROPERTY, PLANT AND MINE DEVE_3
PROPERTY, PLANT AND MINE DEVELOPMENT (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Property, plant and mine development, gross | $ 53,716,997 | $ 53,716,997 | $ 40,099,120 | ||
Accumulated depreciation | (23,328) | (23,328) | (43,766) | ||
Property, plant and mine development, net | 53,693,669 | 53,693,669 | 40,055,354 | ||
Depreciation expense | 6,146 | $ 1,376 | 11,208 | $ 2,752 | |
Mining interests | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and mine development, gross | 47,622,685 | 47,622,685 | 39,303,043 | ||
Mine development | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and mine development, gross | 2,044,891 | 2,044,891 | 0 | ||
Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and mine development, gross | 688,829 | 688,829 | 688,829 | ||
Facilities and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and mine development, gross | 111,058 | 111,058 | 107,248 | ||
Construction in process | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and mine development, gross | $ 3,249,534 | $ 3,249,534 | $ 0 |
EQUITY INVESTMENTS IN UNCONSO_3
EQUITY INVESTMENTS IN UNCONSOLIDATED AFFILIATES - Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 USD ($) t | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) t | Jun. 30, 2021 USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||||
Equity investments in unconsolidated affiliates | $ 8,008,697 | $ 7,042,018 | $ 10,054,904 | $ 16,358,412 |
Sayona Quebec | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Long-term supply agreement, spodumene concentrate production (in Tonne) | t | 113,000 | 113,000 | ||
Long-term supply agreement, spodumene concentrate production, percentage | 50% | 50% | ||
Long-term supply agreement, floor price | t | 500 | 500 | ||
Long-term supply agreement, ceiling price | t | 900 | 900 | ||
Atlantic Lithium | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Long-term supply agreement, percentage of spodumene concentrate produced for sale | 50% | 50% | ||
Long-term supply agreement, percentage of equity interest for purchase | 50% | 50% | ||
Sayona Quebec | North American Lithium Mining | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Noncontrolling interest, ownership percentage by parent | 100% | 100% | ||
Sayona | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity interest, ownership percentage | 14% | 14% | ||
Equity investments in unconsolidated affiliates | $ 1,029,617 | 1,974,425 | $ 1,075,921 | 11,290,819 |
Sayona Quebec | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity interest, ownership percentage | 25% | 25% | ||
Equity investments in unconsolidated affiliates | $ 6,979,080 | $ 5,067,593 | $ 8,978,983 | $ 5,067,593 |
Sayona Quebec | Sayona | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity interest, ownership percentage | 75% | 75% | ||
Atlantic Lithium | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity interest, ownership percentage | 10% | 10% | ||
Equity interest, right to acquire ownership percentage | 50% | 50% | ||
Equity investments in unconsolidated affiliates | $ 0 | $ 0 |
EQUITY INVESTMENTS IN UNCONSO_4
EQUITY INVESTMENTS IN UNCONSOLIDATED AFFILIATES - Summary of Changes in Equity Method Investments (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Increase (Decrease) in Equity Method Investment [Roll Forward] | |||||
Balance at beginning of period | $ 57,723,058 | $ 58,872,710 | $ 9,316,394 | $ 58,872,710 | $ 0 |
Additional investment | 8,008,697 | 7,042,018 | 10,054,904 | 16,358,412 | |
Loss from equity method investments | (1,155,379) | (64,626) | (4,544,882) | (64,626) | |
Equity investment gain (loss) in other comprehensive loss | (342,767) | 193,644 | (31,288) | (149,123) | (31,288) |
Balance at end of period | 64,233,609 | 57,723,058 | 16,262,498 | 64,233,609 | 16,262,498 |
Sayona | |||||
Increase (Decrease) in Equity Method Investment [Roll Forward] | |||||
Balance at beginning of period | 16,945,836 | 18,256,488 | 9,316,394 | 18,256,488 | 0 |
Additional investment | 1,029,617 | 1,974,425 | 1,075,921 | 11,290,819 | |
Loss from equity method investments | (857,847) | (64,626) | (2,279,318) | (64,626) | |
Equity investment gain (loss) in other comprehensive loss | 0 | (31,288) | 64,515 | (31,288) | |
Balance at end of period | 17,117,606 | 16,945,836 | 11,194,905 | 17,117,606 | 11,194,905 |
Fair value of equity investments where market values from publicly traded entities are readily available | 174,859,526 | 174,859,526 | |||
Sayona Quebec | |||||
Increase (Decrease) in Equity Method Investment [Roll Forward] | |||||
Balance at beginning of period | 26,193,877 | 25,215,851 | 0 | 25,215,851 | 0 |
Additional investment | 6,979,080 | 5,067,593 | 8,978,983 | 5,067,593 | |
Loss from equity method investments | (125,759) | 0 | (1,192,396) | 0 | |
Equity investment gain (loss) in other comprehensive loss | 0 | 0 | 44,760 | 0 | |
Balance at end of period | 33,047,198 | 26,193,877 | $ 5,067,593 | 33,047,198 | $ 5,067,593 |
Atlantic Lithium | |||||
Increase (Decrease) in Equity Method Investment [Roll Forward] | |||||
Balance at beginning of period | 14,583,345 | 15,400,371 | 15,400,371 | ||
Additional investment | 0 | 0 | |||
Loss from equity method investments | (171,773) | (1,073,168) | |||
Equity investment gain (loss) in other comprehensive loss | (342,767) | (258,398) | |||
Balance at end of period | 14,068,805 | $ 14,583,345 | 14,068,805 | ||
Fair value of equity investments where market values from publicly traded entities are readily available | $ 28,246,608 | $ 28,246,608 |
EQUITY INVESTMENTS IN UNCONSO_5
EQUITY INVESTMENTS IN UNCONSOLIDATED AFFILIATES - Equity Method Investment Summarized Financial Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Net loss from operations | $ (8,344,239) | $ (7,479,381) | $ (14,090,082) | $ (13,989,767) |
Other comprehensive income (loss), net of tax | (342,767) | (31,288) | (149,123) | (31,288) |
Comprehensive loss | (9,924,070) | (7,664,260) | (18,885,058) | (14,240,298) |
Sayona | Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||||
Income Statement [Abstract] | ||||
Revenue | 0 | 0 | 0 | 0 |
Net loss from operations | (5,224,405) | (324,754) | (13,812,789) | (324,754) |
Other comprehensive income (loss), net of tax | 0 | (157,224) | 390,967 | (157,224) |
Comprehensive loss | (5,224,405) | $ (481,978) | (13,421,822) | $ (481,978) |
Sayona Quebec | Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||||
Income Statement [Abstract] | ||||
Revenue | 0 | 0 | ||
Net loss from operations | (503,037) | (4,769,583) | ||
Other comprehensive income (loss), net of tax | 0 | 179,041 | ||
Comprehensive loss | (503,037) | (4,590,542) | ||
Atlantic Lithium | Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||||
Income Statement [Abstract] | ||||
Revenue | 0 | 0 | ||
Net loss from operations | (1,733,332) | (10,829,140) | ||
Other comprehensive income (loss), net of tax | (3,458,798) | (2,607,447) | ||
Comprehensive loss | $ (5,192,130) | $ (13,436,587) |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Long-term debt | $ 0.9 | $ 1.7 |
Level 3 | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Fair value of equity investments | $ 0.5 | $ 0.5 |
OTHER ASSETS - Schedule of Othe
OTHER ASSETS - Schedule of Other Current Assets (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Investments in equity securities | $ 489,687 | $ 513,511 |
Prepaid assets and other receivables | 3,970,647 | 2,001,091 |
Total other current assets | $ 4,460,334 | $ 2,514,602 |
OTHER ASSETS - Schedule of Ot_2
OTHER ASSETS - Schedule of Other Non-current Assets (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Equity investments in unconsolidated affiliates | $ 11,409,528 | $ 4,310,173 |
Other non-current assets | 214,996 | 190,030 |
Operating lease right-of-use assets | 0 | 60,919 |
Total other non-current assets | $ 11,624,524 | $ 4,561,122 |
OTHER ASSETS - Narrative (Detai
OTHER ASSETS - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Aug. 03, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity investments in unconsolidated affiliates | $ 64,233,609 | $ 16,262,498 | $ 64,233,609 | $ 16,262,498 | $ 57,723,058 | $ 58,872,710 | $ 9,316,394 | $ 0 | |
Equity method investments, advance payments | $ 8,008,697 | $ 7,042,018 | $ 10,054,904 | $ 16,358,412 | |||||
Ghana Project | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Strategic partnership investments, percentage expected | 50% | 50% | |||||||
Equity investments in unconsolidated affiliates | $ 0 | $ 0 | |||||||
Equity method investments, advance payments | $ 3,300,000 | $ 6,900,000 | |||||||
Ghana Project | Subsequent Event | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investments, advance payments | $ 1,500,000 | ||||||||
Ghana Project, Phase One | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Strategic partnership investments, percentage expected | 22.50% | 22.50% | |||||||
Strategic partnership investments, funding amount | $ 17,000,000 | $ 17,000,000 | |||||||
Ghana Project, Phase Two | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Strategic partnership investments, percentage expected | 27.50% | 27.50% | |||||||
Strategic partnership investments, funding amount | $ 70,000,000 | $ 70,000,000 | |||||||
Minimum | Ghana Project | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Strategic partnership investments, period | 3 years | ||||||||
Maximum | Ghana Project | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Strategic partnership investments, period | 4 years |
EQUITY (Details)
EQUITY (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||||||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized (in shares) | 10,000,000 | |||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | |||||
Preferred stock, shares outstanding (in shares) | 0 | |||||
Issuance of common stock, net (in shares) | 2,012,500 | 1,750,000 | ||||
Shares issued, price per share (in USD per share) | $ 65 | $ 70 | $ 65 | $ 70 | ||
Gross proceeds from issuance of stock | $ 130,800,000 | $ 122,500,000 | $ 122,059,476 | $ 114,087,891 | ||
Stock issuance costs | $ 8,800,000 | $ 12,800,000 | ||||
Remaining offering capacity | $ 369,200,000 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | ||||
Mar. 31, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Awards cost not yet recognized, amount | $ 7.7 | |||||
Performance Rights Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unvested awards expiring over the next three years (in shares) | 65,000 | 69,468 | 59,120 | 30,000 | 60,000 | 65,000 |
Unvested awards expiring period | 3 years | |||||
Stock Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Expiration period | 10 years | |||||
Number of common stock available for issuance (in shares) | 2,296,996 |
STOCK-BASED COMPENSATION - Comp
STOCK-BASED COMPENSATION - Compensation Expense (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 1,591,231 | $ 611,808 | $ 2,356,086 | $ 1,018,296 |
Stock-based compensation forfeitures | 0 | 0 | (850,763) | 0 |
Stock-based compensation, net of forfeitures | 1,591,231 | 611,808 | 1,505,323 | 1,018,296 |
Stock-based compensation (income) expense | 1,510,671 | 611,808 | 1,382,905 | 1,018,296 |
Capitalized stock-based compensation | 80,560 | 0 | 122,418 | 0 |
Stock-based compensation, net of forfeitures | 1,591,231 | 611,808 | 1,505,323 | 1,018,296 |
Exploration and mine development costs | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation (income) expense | 219,939 | 262,794 | 2,000 | 393,941 |
General and administrative expenses | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation (income) expense | $ 1,290,732 | $ 349,014 | $ 1,380,905 | $ 624,355 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Stock Awards Activity (Details) - shares | 3 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | |
Stock Option Awards | ||||
Outstanding at beginning of period (in shares) | 374,003 | 272,504 | 474,788 | 443,694 |
Granted (in shares) | 58,949 | 135,957 | 33,004 | 50,000 |
Exercised, surrendered or vested (in shares) | (37,500) | (15,000) | (115,288) | (18,906) |
Forfeited or expired (in shares) | (719) | (19,458) | 0 | 0 |
Outstanding at end of period (in shares) | 394,733 | 374,003 | 392,504 | 474,788 |
Restricted Stock Units | ||||
Restricted Stock Units & Performance Rights Awards | ||||
Unvested at beginning of period (in shares) | 37,220 | 51,277 | 0 | 0 |
Granted (in shares) | 7,972 | 17,437 | 36,745 | 0 |
Exercised, surrendered or vested (in shares) | (9,219) | (14,285) | 0 | 0 |
Forfeited or expired (in shares) | 0 | (17,209) | 0 | 0 |
Unvested at end of period (in shares) | 35,973 | 37,220 | 36,745 | 0 |
Performance Rights Awards | ||||
Restricted Stock Units & Performance Rights Awards | ||||
Unvested at beginning of period (in shares) | 59,120 | 30,000 | 65,000 | 65,000 |
Granted (in shares) | 10,348 | 29,120 | 0 | 0 |
Exercised, surrendered or vested (in shares) | 0 | 0 | (5,000) | 0 |
Forfeited or expired (in shares) | 0 | 0 | 0 | 0 |
Unvested at end of period (in shares) | 69,468 | 59,120 | 60,000 | 65,000 |
LOSS PER SHARE - Schedule of Ba
LOSS PER SHARE - Schedule of Basic and Diluted Loss per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net loss, basic | $ (9,581,303) | $ (7,632,972) | $ (18,735,935) | $ (14,209,010) |
Net loss, diluted | $ (9,581,303) | $ (7,632,972) | $ (18,735,935) | $ (14,209,010) |
Weighted-average number of common shares used in calculating basic earnings per share (in shares) | 17,930,926 | 15,753,324 | 17,019,262 | 14,926,734 |
Weighted-average number of common shares used in calculating dilutive earnings per share (in shares) | 17,930,926 | 15,753,324 | 17,019,262 | 14,926,734 |
Basic loss per weighted-average share (in dollars per share) | $ (0.53) | $ (0.48) | $ (1.10) | $ (0.95) |
Diluted loss per weighted-average share (in dollars per share) | $ (0.53) | $ (0.48) | $ (1.10) | $ (0.95) |
LOSS PER SHARE - Schedule of An
LOSS PER SHARE - Schedule of Antidilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common shares considered anti-dilutive (in shares) | 500,174 | 489,249 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common shares considered anti-dilutive (in shares) | 394,733 | 392,504 |
Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common shares considered anti-dilutive (in shares) | 35,973 | 36,745 |
Performance Rights Awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common shares considered anti-dilutive (in shares) | 69,468 | 60,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ 0 | $ 0 | $ 0 | $ 0 |
Loss before taxes and equity earnings | $ (9,600,000) | $ (7,600,000) | $ (18,700,000) | $ (14,200,000) |
Effective tax rate | 0% | 0% | 0% | 0% |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) | 6 Months Ended |
Jun. 30, 2022 segment | |
Segment Reporting [Abstract] | |
Number of Reportable Segments | 1 |
RELATED PARTIES (Details)
RELATED PARTIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Ledger Holdings Pty Ltd | ||
Related Party Transaction [Line Items] | ||
Amount paid for services related to business development | $ 16,667 | $ 41,667 |