EQUITY METHOD INVESTMENTS IN UNCONSOLIDATED AFFILIATES | EQUITY METHOD INVESTMENTS IN UNCONSOLIDATED AFFILIATES We apply the equity method to investments when we have the ability to exercise significant influence over the operational decision-making authority and financial policies of the investee. We account for our existing investments in Atlantic Lithium Limited (“Atlantic Lithium”), Sayona Mining Limited (“Sayona Mining”), and Sayona Quebec Inc. (“Sayona Quebec”), a subsidiary of Sayona, as equity method investments. We continue to evaluate operational developments and the impact of the anticipated significant expansion of the operations of our existing equity method investments. As discussed below, Atlantic Lithium’s completion of a prefeasibility study for the Ewoyaa Lithium Project (“Ewoyaa”), along with the anticipated restart of Sayona Quebec’s North American Lithium (“NAL”) Projects, 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 supply the majority of the spodumene concentrate to Tennessee Lithium for conversion to lithium hydroxide, or re-sell into the market. Based on our analysis, it was determined that our equity method investments have evolved into a critical, integrated part of our ongoing operations. We have determined this justifies a more meaningful and transparent presentation of our proportional share of income (loss) in our equity method investments as a component of our operating income. As a result, we have reclassified our share of income (loss) in equity method investments to operating income for all periods presented. Our share of the income (loss) from Atlantic Lithium, Sayona Mining and Sayona Quebec is recorded on a one quarter lag within “Loss from operations” in our consolidated statements of operations. Below is a summary of our equity method investments as of December 31, 2022. Sayona Mining We own an equity interest of approximately 14% in Sayona Mining, an Australian company publicly listed on the ASX, and have formed a strategic partnership with Sayona Mining to explore, evaluate, develop, mine, and ultimately produce spodumene concentrate in Quebec, Canada. Sayona Mining completed equity offerings of its shares of common stock to raise additional capital. The issuances of additional shares reduced our ownership interest in Sayona Mining. These shares were issued at a valuation greater than the carrying value of our ownership interest, which was diluted by not participating in these equity offerings. As a result, we recognized a noncash gain of $29.4 million in the year ended December 31, 2022. The additional share issuances were made during Sayona Mining’s fiscal year ended June 30, 2022. We recorded the cumulative gain in “Gain on dilution of equity method investments in unconsolidated affiliates” in our consolidated statements of operations. Certain portions of the gain related to prior periods which were determined by management to be immaterial. Sayona Quebec We own an equity interest of 25% in Sayona Quebec for the purpose of furthering our investment and strategic partnership in Quebec, Canada with Sayona Mining. The remaining 75% equity interest is held by Sayona Mining. Sayona Quebec holds a 100% interest in the existing lithium mining operations of NAL, the Authier Lithium Project and the Tansim Lithium Project. We have a long-term offtake agreement with Sayona Quebec, under which Sayona Quebec will supply Piedmont Lithium the greater of 113,000 metric tons per year or 50% of spodumene concentrate production on a life-of-mine basis. Purchases of spodumene concentrate by Piedmont Lithium from Sayona Quebec are subject to market pricing with a price floor of $500 per metric ton and a price ceiling of $900 per metric ton. In addition to spodumene mining and concentrate production, the NAL complex also includes a partially completed lithium carbonate refinery, which was developed by a prior operator of NAL. 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 Piedmont Lithium’s offtake right and then to third parties. Any decision to construct jointly-owned lithium conversion capacity must be agreed by both parties. Atlantic Lithium We own an equity interest of approximately 9% in Atlantic Lithium, an Australian company publicly listed on the Alternative Investment Market of the London Stock Exchange and the ASX, and 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 current and future staged investments. We have a long-term offtake agreement whereby Atlantic Lithium will sell 50% of spodumene concentrate produced in Ghana for the life of the mine to Piedmont Lithium, subject to us electing to exercise our option to fund construction costs of Ewoyaa. See Note 5— Other Assets . The following tables summarize the carrying amounts, including changes therein, of our equity method investments: Sayona Mining Sayona Quebec Atlantic Lithium Total Initial investment (1) $ 11,290,819 $ 5,067,593 $ — $ 16,358,412 Loss from equity method investments (64,626) — — (64,626) Share of income (loss) from equity method investments included in other comprehensive income (loss) (31,288) — — (31,288) Balance at June 30, 2021 11,194,905 5,067,593 — 16,262,498 Initial investment (2) — — 15,969,503 15,969,503 Additional investments (3) 7,423,086 20,211,235 — 27,634,321 Return of capital (4) — — (513,511) (513,511) Loss from equity method investments (525,679) (62,977) (53,479) (642,135) Share of income (loss) from equity method investments included in other comprehensive income (loss) 164,176 — (2,142) 162,034 Balance at December 31, 2021 18,256,488 25,215,851 15,400,371 58,872,710 Additional investments (5) 1,444,855 19,617,242 — 21,062,097 Gain (loss) on dilution of equity method investments (6) 29,401,727 — (446,834) 28,954,893 Loss from equity method investments (3,104,926) (2,499,064) (2,748,300) (8,352,290) Share of income (loss) from equity method investments included in other comprehensive income (loss) (1,378,740) (2,571,021) (939,847) (4,889,608) Balance at December 31, 2022 $ 44,619,404 $ 39,763,008 $ 11,265,390 $ 95,647,802 ____________________________________________________________________________ (1) Initial investment includes transaction costs of $212,713 for the year ended June 30, 2021. (2) Initial investment includes transaction costs of $111,071 for the six months ended December 31, 2021. (3) Additional investment includes transaction costs of $171,379 for the six months ended December 31, 2021. (4) In December 2021, Atlantic Lithium demerged its gold business assets by exchanging them for shares in a newly formed company, Ricca Resources Limited. The shares in Ricca Resources Limited received were distributed to the shareholders of Atlantic Lithium and treated as a return of capital. (See Note 5 —Other Assets ). (5) Additional investments in Sayona Quebec totaling $5,683,894 have been made beginning January 1, 2023 through the date of this filing. (6) Gain (loss) on dilution of equity method investments relates to: (i) issuances of additional shares of Sayona Mining, as discussed above, which reduced our ownership interest in Sayona Mining, and as a result, we recognized a noncash gain of $29.4 million and (ii) the exercise of certain Atlantic Lithium stock options and share grants which resulted in a reduction of our ownership in Atlantic Lithium. Our ownership percentage for Sayona Mining and Atlantic Lithium may continue to be reduced by future stock issuances. As of December 31, 2022 Sayona Mining Sayona Quebec Atlantic Lithium Fair value of equity investments where market values from publicly traded entities are readily available $ 157,271,908 Not publicly traded $ 24,885,000 For the year ended December 31, 2022, our interests in Sayona Mining, and Atlantic Lithium are significant as defined by the Securities and Exchange Commission’s Regulation S-X Rule 1-02(w). Accordingly, as required by Regulation S-X Rule 3-09, we have included the audited financial statements of Sayona Mining and Atlantic Lithium as of and for their most recent fiscal year ended June 30, 2022, with a comparative period of 2021, as an exhibit to this Form 10-K. 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: Summarized financial information for the year ended and as of December 31, 2022: Sayona Mining Sayona Quebec Atlantic Lithium Summarized statement of operations information: Revenue $ — $ — $ — Net loss from operations (19,274,044) (9,996,260) (39,801,057) Other comprehensive income (loss), net of tax 10,424,036 179,041 (32,483) Comprehensive loss (8,850,008) (9,817,219) (39,833,540) Summarized balance sheet information: Current assets 122,252,635 24,869,403 19,393,500 Non-current assets 237,656,191 147,953,912 1,074,079 Current liabilities 5,299,124 3,194,978 3,895,742 Non-current liabilities 57,987,101 88,183,972 15,612,992 Summarized financial information for the six months ended and as of December 31, 2021: Sayona Mining Sayona Quebec Atlantic Lithium Summarized statement of operations information: Revenue $ — $ — $ — Net loss from operations (2,692,205) (251,909) (539,649) Other comprehensive income (loss), net of tax 844,581 — (21,619) Comprehensive loss (1,847,624) (251,909) (561,268) Summarized balance sheet information: Current assets 18,302,011 712,057 24,332,412 Non-current assets 99,752,858 97,957,054 43,422,205 Current liabilities 2,071,478 917,461 3,354,029 Non-current liabilities 23,048 — — Summarized financial information for the year ended and as of June 30, 2021: Sayona Mining Summarized statement of operations information: Revenue $ — Net loss from operations (324,754) Other comprehensive income (loss), net of tax (157,224) Comprehensive loss (481,979) Summarized balance sheet information: Current assets 9,710,517 Non-current assets 17,718,789 Current liabilities 4,746,137 Non-current liabilities 24,285 |