Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 04, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
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, 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, $0.0001 par value per share | |
Trading Symbol | PLL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 19,195,889 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001728205 | |
Current Fiscal Year End Date | --12-31 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Cash and cash equivalents | $ 88,748,419 | $ 99,246,963 |
Other current assets | 4,904,795 | 2,611,841 |
Total current assets | 93,653,214 | 101,858,804 |
Property, plant and mine development, net | 101,685,472 | 71,540,798 |
Other non-current assets | 23,556,684 | 18,873,679 |
Equity method investments in unconsolidated affiliates | 124,040,126 | 95,647,802 |
Total assets | 342,935,496 | 287,921,083 |
Liabilities and Stockholders’ Equity | ||
Accounts payable and accrued expenses | 12,149,805 | 12,861,514 |
Current portion of long-term debt | 277,316 | 425,187 |
Other current liabilities | 290,768 | 124,464 |
Total current liabilities | 12,717,889 | 13,411,165 |
Long-term debt, net of current portion | 72,099 | 163,425 |
Operating lease liabilities, net of current portion | 1,253,561 | 1,176,709 |
Deferred tax liabilities | 3,456,971 | 2,881,123 |
Total liabilities | 17,500,520 | 17,632,422 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity: | ||
Common stock; $0.0001 par value, 100,000,000 shares authorized; 19,195,889 and 18,073,367 shares issued and outstanding at June 30, 2023, and December 31, 2022, respectively | 1,919 | 1,807 |
Additional paid-in capital | 456,758,193 | 381,241,814 |
Accumulated deficit | (124,936,546) | (105,657,674) |
Accumulated other comprehensive loss | (6,388,590) | (5,297,286) |
Total stockholders’ equity | 325,434,976 | 270,288,661 |
Total liabilities and stockholders’ equity | $ 342,935,496 | $ 287,921,083 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 19,195,889 | 18,073,367 |
Common stock, shares outstanding (in shares) | 19,195,889 | 18,073,367 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating expenses: | ||||
Exploration and mine development costs | $ 440,190 | $ 882,874 | $ 1,196,964 | $ 1,050,712 |
General and administrative expenses | 11,986,634 | 7,461,365 | 20,608,084 | 13,039,370 |
Total operating expenses | 12,426,824 | 8,344,239 | 21,805,048 | 14,090,082 |
Loss from equity method investments in unconsolidated affiliates | (2,675,145) | (1,155,379) | (5,417,509) | (4,544,882) |
Loss from operations | (15,101,969) | (9,499,618) | (27,222,557) | (18,634,964) |
Other income (expense): | ||||
Interest income | 1,165,341 | 288 | 1,928,791 | 288 |
Interest expense | (11,160) | (34,214) | (25,677) | (76,610) |
Loss from foreign currency exchange | (17,878) | (47,759) | (67,144) | (24,649) |
Gain on dilution of equity method investments in unconsolidated affiliates | 3,975,337 | 0 | 7,249,869 | 0 |
Total other income (expense) | 5,111,640 | (81,685) | 9,085,839 | (100,971) |
Loss before taxes | (9,990,329) | (9,581,303) | (18,136,718) | (18,735,935) |
Income tax expense | 648,811 | 0 | 1,142,154 | 0 |
Net loss | $ (10,639,140) | $ (9,581,303) | $ (19,278,872) | $ (18,735,935) |
Basic net loss per weighted-average share (in dollars per share) | $ (0.55) | $ (0.53) | $ (1.02) | $ (1.10) |
Diluted net loss per weighted-average share (in dollars per share) | $ (0.55) | $ (0.53) | $ (1.02) | $ (1.10) |
Basic weighted-average number of shares outstanding (in shares) | 19,186,640 | 17,930,926 | 18,856,995 | 17,019,262 |
Diluted weighted-average number of shares outstanding (in shares) | 19,186,640 | 17,930,926 | 18,856,995 | 17,019,262 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net loss | $ (10,639,140) | $ (9,581,303) | $ (19,278,872) | $ (18,735,935) | |
Other comprehensive income (loss): | |||||
Foreign currency translation adjustment of equity method investments | [1] | 1,121,968 | (342,767) | (1,091,304) | (149,123) |
Other comprehensive income (loss), net of tax | 1,121,968 | (342,767) | (1,091,304) | (149,123) | |
Comprehensive loss | $ (9,517,172) | $ (9,924,070) | $ (20,370,176) | $ (18,885,058) | |
[1]Foreign currency translation adjustment of equity method investments is presented net of tax (expense) benefit of $(96,050) and $566,306 for the three and six months ended June 30, 2023, respectively. We did not reflect a tax expense during the three and six months ended June 30, 2022 because we had a full tax valuation allowance in impacted jurisdictions during this period. |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Foreign currency translation adjustment of equity method investments, tax (expense) benefit | $ (96,050) | $ 0 | $ 566,306 | $ 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (19,278,872) | $ (18,735,935) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 4,310,353 | 1,382,905 |
Loss from equity method investments in unconsolidated affiliates | 5,417,509 | 4,544,882 |
Gain on dilution of equity method investments in unconsolidated affiliates | (7,249,869) | 0 |
Deferred taxes | 1,142,154 | 0 |
Depreciation | 105,798 | 11,208 |
Noncash lease expense | 95,697 | 60,919 |
Loss on sale of property, plant and mine development | 0 | 11,542 |
Unrealized loss on investment | 12,947 | 23,824 |
Changes in operating assets and liabilities: | ||
Other assets | (2,018,989) | (1,969,142) |
Operating lease liabilities | (80,464) | (59,430) |
Accounts payable | (1,072,539) | (486,145) |
Accrued expenses and other current liabilities | (1,071,726) | (2,638,479) |
Net cash used in operating activities | (19,688,001) | (17,853,851) |
Cash flows from investing activities: | ||
Capital expenditures | (28,695,695) | (11,533,913) |
Advances on Ewoyaa Lithium Project (Ghana) | (4,742,466) | (7,099,355) |
Investment in and advances to affiliates | (28,217,574) | (10,054,904) |
Net cash used in investing activities | (61,655,735) | (28,688,172) |
Cash flows from financing activities: | ||
Proceeds from issuances of common stock, net of issuance costs | 71,084,389 | 122,059,476 |
Proceeds from exercise of stock options | 0 | 93,326 |
Principal payments on long-term debt | (239,197) | (822,066) |
Net cash provided by financing activities | 70,845,192 | 121,330,736 |
Net (decrease) increase in cash | (10,498,544) | 74,788,713 |
Cash and cash equivalents at beginning of period | 99,246,963 | 64,244,983 |
Cash and cash equivalents at end of period | 88,748,419 | 139,033,696 |
Supplemental disclosure of cash flow information: | ||
Noncash capital expenditures in accounts payable and accrued expenses | 6,773,298 | 2,004,734 |
Cash paid for interest | 25,677 | 76,612 |
Capitalized stock-based compensation | $ 121,749 | $ 122,418 |
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, 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 share-based compensation awards | 0 | $ 3 | (3) | ||
Equity method investment adjustments in other comprehensive income (loss), net of tax | 193,644 | 193,644 | |||
Net loss | (9,154,632) | (9,154,632) | |||
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] | |||||
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 share-based compensation awards | 93,326 | $ 3 | 93,323 | ||
Equity method investment adjustments in other comprehensive income (loss), net of tax | (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) |
Beginning balance (in shares) at Dec. 31, 2022 | 18,073,367 | ||||
Beginning balance at Dec. 31, 2022 | 270,288,661 | $ 1,807 | 381,241,814 | (105,657,674) | (5,297,286) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock, net (in shares) | 1,096,535 | ||||
Issuance of common stock, net | 71,084,389 | $ 110 | 71,084,279 | ||
Stock-based compensation, net of forfeitures | 1,166,038 | 1,166,038 | |||
Shares issued for exercise/vesting of stock-based compensation awards (in shares) | 13,411 | ||||
Shares issued for exercise/vesting of share-based compensation awards | 0 | $ 1 | (1) | ||
Equity method investment adjustments in other comprehensive income (loss), net of tax | (2,213,272) | (2,213,272) | |||
Net loss | (8,639,732) | (8,639,732) | |||
Ending balance (in shares) at Mar. 31, 2023 | 19,183,313 | ||||
Ending balance at Mar. 31, 2023 | 331,686,084 | $ 1,918 | 453,492,130 | (114,297,406) | (7,510,558) |
Beginning balance (in shares) at Dec. 31, 2022 | 18,073,367 | ||||
Beginning balance at Dec. 31, 2022 | 270,288,661 | $ 1,807 | 381,241,814 | (105,657,674) | (5,297,286) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (19,278,872) | ||||
Ending balance (in shares) at Jun. 30, 2023 | 19,195,889 | ||||
Ending balance at Jun. 30, 2023 | 325,434,976 | $ 1,919 | 456,758,193 | (124,936,546) | (6,388,590) |
Beginning balance (in shares) at Mar. 31, 2023 | 19,183,313 | ||||
Beginning balance at Mar. 31, 2023 | 331,686,084 | $ 1,918 | 453,492,130 | (114,297,406) | (7,510,558) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation, net of forfeitures | 3,266,064 | 3,266,064 | |||
Shares issued for exercise/vesting of stock-based compensation awards (in shares) | 12,576 | ||||
Shares issued for exercise/vesting of share-based compensation awards | 0 | $ 1 | (1) | ||
Equity method investment adjustments in other comprehensive income (loss), net of tax | 1,121,968 | 1,121,968 | |||
Net loss | (10,639,140) | (10,639,140) | |||
Ending balance (in shares) at Jun. 30, 2023 | 19,195,889 | ||||
Ending balance at Jun. 30, 2023 | $ 325,434,976 | $ 1,919 | $ 456,758,193 | $ (124,936,546) | $ (6,388,590) |
DESCRIPTION OF COMPANY
DESCRIPTION OF COMPANY | 6 Months Ended |
Jun. 30, 2023 | |
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 United States (“U.S.”) based, development-stage, multi-asset, integrated lithium business in support of a clean energy economy and U.S. and global energy security. We plan to supply lithium hydroxide to the electric vehicle and battery manufacturing supply chains in North America by processing spodumene concentrate produced from assets we own or in which we have an economic interest. Our portfolio of projects includes our Tennessee Lithium project (“Tennessee Lithium”), a proposed merchant lithium hydroxide manufacturing plant in McMinn County, Tennessee, and our Carolina Lithium project (“Carolina Lithium”), a proposed, fully integrated spodumene concentrate-to-lithium hydroxide project in Gaston County, North Carolina. The balance of our project portfolio includes strategic investments in lithium assets in Quebec, Canada, including the producing North American Lithium (“NAL”) mine, and in Ghana, West Africa with Atlantic Lithium Limited (“Atlantic Lithium”), including the Ewoyaa Lithium Project (“Ewoyaa”). Basis of Presentation Our unaudited consolidated financial statements and related notes have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and in conformity with the rules and regulations of the Securities and Exchange Commission (the “SEC”). The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Our reporting currency is U.S. dollars, and we operate on a calendar fiscal year. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Therefore, these unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our amended Annual Report on Form 10-K/A for the year ended December 31, 2022. These unaudited consolidated financial statements reflect all adjustments and reclassifications that, in the opinion of management, are considered necessary for a fair statement of the results of operations, financial position, and cash flows for the periods presented. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the year ending December 31, 2023, for any other interim period, or for any other future fiscal year. Certain prior period amounts have been reclassified to conform with the current period presentation including reclassification of the Company’s proportional share of income in equity investments into operating income. See Note 3— Equity Method Investments in Unconsolidated Affiliates for further discussion. 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 estimates and actual results, future results of operations will be affected. Risk and Uncertainties We are subject to a number of risks similar to those of other companies of similar size in our industry, including but not limited to, the success of our exploration and development activities, success of our equity investments in international projects, permitting and construction delays, the need for additional capital or financing to fund operating losses, competition from substitute products and services, protection of proprietary technology, litigation, and dependence on key individuals. We have accumulated deficits of $124.9 million and $105.7 million as of June 30, 2023 and December 31, 2022, respectively. We have incurred net losses and utilized cash in operations since inception, and we expect to incur future additional losses. We have cash available on hand and believe this cash will be sufficient to fund our operations and meet our obligations as they come due for at least one year from the date these unaudited consolidated financial statements are issued. In the event our cash requirements change during the next twelve months, management has the ability and commitment to make corresponding changes to our operating expenses, capital expenditures, and investments as necessary. Until commercial production is achieved from our planned operations, we will continue to incur operating and investing net cash outflows associated with, among other things, funding capital projects, development-stage technical studies, permitting activities associated with our projects, funding our expected commitments in Quebec and Ghana, maintaining and acquiring exploration properties and undertaking ongoing exploration activities. Our long-term success is dependent upon our ability to successfully raise additional capital or financing or enter into strategic partnership opportunities. Our long-term success is also dependent upon our ability to obtain certain permits and approvals, develop our planned portfolio of projects, earn revenues, and achieve profitability. Our unaudited consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Significant Accounting Policies There have been no significant changes in accounting policies as of June 30, 2023. For a further discussion of our significant accounting policies, see Note 2— Summary of Significant Accounting Policies within Part II, Item 8 of our Annual Report for the year ended December 31, 2022. Recently Issued and Adopted Accounting Pronouncements We have considered the applicability and impact of all recently issued accounting pronouncements and have determined that they were either not applicable or were not expected to have a material impact on our unaudited consolidated financial statements. |
PROPERTY, PLANT AND MINE DEVELO
PROPERTY, PLANT AND MINE DEVELOPMENT | 6 Months Ended |
Jun. 30, 2023 | |
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 $ 70,472,674 $ 56,119,627 Mine development 3,908,275 3,050,239 Land 720,033 720,033 Leasehold improvements 401,264 281,008 Facilities and equipment 896,301 675,795 Construction in process 25,478,088 10,779,566 Property, plant and mine development 101,876,635 71,626,268 Accumulated depreciation (191,163) (85,470) Property, plant and mine development, net $ 101,685,472 $ 71,540,798 Mining interests and mine development costs relate to Carolina Lithium. Our construction in process primarily relates to capitalized costs associated with Tennessee Lithium. Depletion of mining interests and mine development assets does not commence until the assets are placed in service. As of June 30, 2023, we have not recorded depletion expense for any of our mining interests or mine development assets. Depreciation expense is included in “General and administrative expenses” in our consolidated statements of operations. Depreciation expense was $60,780, and $6,146 for the three months ended June 30, 2023 and 2022, respectively, and $105,798, and $11,208 for the six months ended June 30, 2023 and 2022, respectively. |
EQUITY METHOD INVESTMENTS IN UN
EQUITY METHOD INVESTMENTS IN UNCONSOLIDATED AFFILIATES | 6 Months Ended |
Jun. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
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, Sayona Mining Limited (“Sayona Mining”), and Sayona Quebec Inc. (“Sayona Quebec”), a subsidiary of Sayona Mining, as equity method investments. We continue to evaluate operational developments and the impact of the anticipated significant expansion of the operations of our existing equity method investments. As discussed below, Atlantic Lithium’s completion of a technical study for Ewoyaa, along with the restart of NAL, were impactful to the consideration of how we most appropriately reflect our proportional share of income (loss) from our three existing equity method investments. Offtake agreements with our equity method investments are expected to initially supply spodumene concentrate, which may be resold into the market. Upon completion of construction of Tennessee Lithium, our equity method investments are expected to supply the majority of the spodumene concentrate required by Tennessee Lithium for conversion to lithium hydroxide. Based on our analysis, it was determined that our equity method investments have evolved into a critical, integrated part of our ongoing operations. We have determined this justifies a more meaningful and transparent presentation of our proportional share of income (loss) in our equity method investments as a component of our operating income. As a result, we have reclassified our share of income (loss) in equity method investments to operating income for all periods presented. Our share of the income (loss) from Atlantic Lithium, Sayona Mining, and Sayona Quebec is recorded on a one quarter lag within “Loss from equity method investments in unconsolidated affiliates” in our consolidated statements of operations. Below is a summary of our equity method investments as of June 30, 2023. Sayona Mining We own an equity interest of approximately 12% in Sayona Mining, an Australian company publicly listed on the Australian Securities Exchange (“ASX”), and have formed a strategic partnership with Sayona Mining to explore, evaluate, develop, mine, and produce spodumene concentrate in Quebec, Canada. During the six months ended June 30, 2023, we reported the effects of Sayona Mining raising additional capital through share issuances of its common stock. We did not participate in these share issuances, which were issued at a valuation greater than the carrying value of our ownership interest. As a result, our ownership interest in Sayona Mining was diluted and declined. We recognized a noncash gain of $4.0 million and $7.2 million in the three and six months ended June 30, 2023, respectively, related to the dilution of our ownership interest. We recorded the gain within “Gain on dilution of equity method investments in unconsolidated affiliates” in our consolidated statements of operations. Sayona Quebec We own an equity interest of 25% in Sayona Quebec for the purpose of furthering our investment and strategic partnership in Quebec, Canada. The remaining 75% equity interest is held by Sayona Mining. Sayona Quebec holds a 100% interest in NAL, which consists of a surface mine and a concentrator plant, as well as 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 for 6.0% spodumene concentrate. 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. Sayona completed a preliminary technical study for the completion and restart of the NAL carbonate plant in Q2 2023. If 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 upon by both parties. Atlantic Lithium We own an equity interest of approximately 9% in Atlantic Lithium, an Australian company publicly listed on the Alternative Investment Market of the London Stock Exchange and the ASX. We have a strategic partnership with Atlantic Lithium to explore, evaluate, mine, develop, and ultimately produce spodumene concentrate in Ghana. We have the right to acquire up to a 50% equity interest in Atlantic Lithium’s Ghanaian-based wholly-owned lithium portfolio companies, which includes Ewoyaa, (collectively, “Atlantic Lithium Ghana”), through current and future phased 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 at market prices, 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: Three Months Ended June 30, 2023 Sayona Mining Sayona Quebec Atlantic Lithium Total Balance at March 31, 2023 $ 44,187,864 $ 50,548,382 $ 10,659,620 $ 105,395,866 Additional investments — 16,085,029 41,021 16,126,050 Gain on dilution of equity method investments (1) 3,975,337 — — 3,975,337 Loss from equity method investments (1,012,961) (1,335,087) (327,097) (2,675,145) Foreign currency translation adjustment of equity method investments 133,008 1,246,604 (161,594) 1,218,018 Balance at June 30, 2023 $ 47,283,248 $ 66,544,928 $ 10,211,950 $ 124,040,126 ____________________________________________________________________________ (1) Gain on dilution of equity method investments relates to issuances of additional shares of Sayona Mining, as discussed above, which reduced our ownership interest in Sayona Mining. Six Months Ended June 30, 2023 Sayona Mining Sayona Quebec Atlantic Lithium Total Balance at December 31, 2022 $ 44,619,404 $ 39,763,008 $ 11,265,390 $ 95,647,802 Additional investments 101,616 28,074,937 41,021 28,217,574 Gain on dilution of equity method investments (1) 7,249,869 — — 7,249,869 Loss from equity method investments (2,054,245) (2,604,490) (758,774) (5,417,509) Foreign currency translation adjustment of equity method investments (2,633,396) 1,311,473 (335,687) (1,657,610) Balance at June 30, 2023 $ 47,283,248 $ 66,544,928 $ 10,211,950 $ 124,040,126 ___________________________________________________________________________ (1) Gain on dilution of equity method investments relates to issuances of additional shares of Sayona Mining, as discussed above, which reduced our ownership interest in Sayona Mining. Three Months Ended June 30, 2022 Sayona Mining Sayona Quebec Atlantic Lithium Total Balance at March 31, 2022 $ 16,945,836 $ 26,193,877 $ 14,583,345 $ 57,723,058 Additional investments 1,029,617 6,979,080 — 8,008,697 Loss from equity method investments (857,847) (125,759) (171,773) (1,155,379) Foreign currency translation adjustment of equity method investments — — (342,767) (342,767) Balance at June 30, 2022 $ 17,117,606 $ 33,047,198 $ 14,068,805 $ 64,233,609 Six Months Ended June 30, 2022 Sayona Mining Sayona Quebec Atlantic Lithium Total Balance at December 31, 2021 $ 18,256,488 $ 25,215,851 $ 15,400,371 $ 58,872,710 Additional investments 1,075,921 8,978,983 — 10,054,904 Loss from equity method investments (2,279,318) (1,192,396) (1,073,168) (4,544,882) Foreign currency translation adjustment of equity method investments 64,515 44,760 (258,398) (149,123) Balance at June 30, 2022 $ 17,117,606 $ 33,047,198 $ 14,068,805 $ 64,233,609 As of June 30, 2023 Sayona Mining Sayona Quebec Atlantic Lithium Fair value of equity investments where market values from publicly traded entities are readily available $ 140,978,713 Not publicly traded $ 18,239,189 |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2023 | |
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: • Other financial instruments —The carrying amounts of cash and cash equivalents, and trade and other payables approximate fair value due to their short-term nature. • Investments in equity securities —As of June 30, 2023 and December 31, 2022, we had $0.5 million and $0.5 million, respectively, of investments in equity securities which are recorded at fair value based on Level 3 inputs. See Note 5— Other Assets . • Long-term debt —As of June 30, 2023 and December 31, 2022, we had $0.3 million and $0.6 million, respectively, of principal debt outstanding associated with seller financed loans. The carrying value of our long-term debt approximates its estimated fair value. Level 3 activity was not material for all periods presented. |
OTHER ASSETS
OTHER ASSETS | 6 Months Ended |
Jun. 30, 2023 | |
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 $ 470,889 $ 483,836 Prepaid and other current assets 4,433,906 2,128,005 Total other current assets $ 4,904,795 $ 2,611,841 As of June 30, 2023, our investments in equity securities consisted of common shares in Ricca Resources Limited (“Ricca”), which we acquired as part of a spin-out of Ricca from Atlantic Lithium. Ricca is a private company focused on gold exploration in Africa. Other non-current assets consisted of the following: June 30, December 31, Advances on exploration project $ 21,758,906 $ 17,316,440 Other non-current assets 276,933 263,845 Operating lease right-of-use assets 1,520,845 1,293,394 Total other non-current assets $ 23,556,684 $ 18,873,679 We have a strategic partnership with Atlantic Lithium that includes Atlantic Lithium Ghana. Under our partnership, we entered into a project agreement to acquire a 50% equity interest in Atlantic Lithium Ghana as part of two phases of future staged investments by Piedmont Lithium in Ewoyaa over an approximate period of three We are currently in Phase 1, which allows us to acquire a 22.5% equity interest in Atlantic Lithium Ghana by funding Ewoyaa’s exploration and definitive feasibility study (“DFS”) costs and agreeing to proceed with Phase 2. We completed funding of exploration and DFS costs, and Atlantic Lithium issued their DFS in June 2023. As noted above, our future equity interest ownership is contingent upon making an election to proceed with Phase 2, which is expected to occur in the second half of 2023. Phase 2 allows us to acquire an additional 27.5% equity interest in Atlantic Lithium Ghana upon completion of funding approximately $70 million for capital costs associated with the construction of Ewoyaa. Any cost savings or cost overruns from the initial commitment for each phase will be shared equally between Piedmont Lithium and Atlantic Lithium. Upon completion of phases one and two, we will have a total equity interest of 50% in Atlantic Lithium Ghana. Funding costs are included in “Other non-current assets” in our consolidated balance sheets as an advance on our future Phase 1 investment in Atlantic Lithium Ghana. Our maximum exposure to a loss as a result of our involvement in Ewoyaa is limited to the total funding paid by Piedmont Lithium to Atlantic Lithium. As of June 30, 2023, we did not own an equity interest in Atlantic Lithium Ghana. We have made advanced payments to Ewoyaa totaling $3.9 million and $3.3 million during the three months ended June 30, 2023 and 2022, respectively, and $4.7 million, and $6.9 million during the six months ended June 30, 2023 and 2022, respectively. |
EQUITY
EQUITY | 6 Months Ended |
Jun. 30, 2023 | |
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 February 2023, we received $75 million from LG Chem, Ltd (“LG Chem”) in exchange for 1,096,535 common shares in Piedmont Lithium at an approximate price of $68.40 per share and in conjunction with a multi-year spodumene concentrate offtake agreement. Share issuance costs associated with the subscription totaled $3.9 million and were accounted for as a reduction in the proceeds from share issuances in the consolidated balance sheets. In March 2022, we issued 2,012,500 shares under our $500 million automatic shelf registration with an issue price of $65.00 per share to raise gross proceeds of $130.8 million. Share issuance costs associated with the U.S. public offering totaled $8.8 million and were accounted for as a reduction in the proceeds from share issuance in the consolidated balance sheets. As of June 30, 2023, we had $369.2 million remaining under our shelf registration statement, which expires on September 24, 2024. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Stock Incentive Plans The Piedmont Lithium Inc. Stock Incentive Plan (“Incentive Plan”) authorizes the grant of stock options, stock appreciation rights, restricted stock units, and restricted stock, any of which may be performance-based. Our Leadership and Compensation Committee determines the exercise price for stock options and the base price of stock appreciation rights, which may not be less than the fair market value of our common stock on the date of grant. Generally, stock options or stock appreciation rights vest after three years of service and expire at the end of ten years. Performance rights awards (“PRAs”) vest upon achievement of certain pre-established performance targets that are based on specified performance criteria over a performance period. As of June 30, 2023, 2,132,320 shares of common stock were available for issuance under our Incentive Plan. We include the expense related to stock-based compensation in the same financial statement line item as cash compensation paid to the same employee. As of June 30, 2023, we had remaining unvested stock-based compensation expense of $14.0 million to be recognized through December 2025. Additionally, and if applicable, we capitalize personnel expenses attributable to the development of our mine and construction of our plants, including stock-based compensation expenses. We recognize share-based award forfeitures as they occur. Stock-based compensation related to all stock-based incentive plans is presented in the following table: Three Months Ended Six Months Ended 2023 2022 2023 2022 Components of stock-based compensation: Stock-based compensation $ 3,266,064 $ 1,591,231 $ 4,436,800 $ 2,356,086 Stock-based compensation forfeitures — — (4,698) (850,763) Stock-based compensation, net of forfeitures $ 3,266,064 $ 1,591,231 $ 4,432,102 $ 1,505,323 Presentation of stock-based compensation in the unaudited consolidated financial statements: Exploration and mine development costs $ 50,879 $ 219,939 $ 71,246 $ 2,000 General and administrative expenses 3,134,501 1,290,732 4,239,107 1,380,905 Stock-based compensation expense, net of forfeitures (1) 3,185,380 1,510,671 4,310,353 1,382,905 Capitalized stock-based compensation (2) 80,684 80,560 121,749 122,418 Stock-based compensation, net of forfeitures $ 3,266,064 $ 1,591,231 $ 4,432,102 $ 1,505,323 __________________________ (1) For the three and six months ended June 30, 2023 and 2022, we did not reflect a tax benefit associated with stock-based compensation expense in our consolidated statements of operations because we had a full tax valuation allowance in impacted jurisdictions during these periods. As such, the table above does not reflect tax impacts of stock-based compensation expense. (2) Capitalized stock-based compensation relates to direct labor costs associated with Carolina Lithium and Tennessee Lithium and is included in “Property, plant and mine development, net” in our consolidated balance sheets. A summary of activity relating to our share-based awards is presented in the following table: 2023 2022 Stock Option Awards Restricted Stock Units Performance Rights Awards Stock Option Awards Restricted Stock Units Performance Rights Awards Balance at January 1 264,733 36,167 44,468 272,504 51,277 30,000 Granted 41,846 39,597 42,128 135,957 17,437 29,120 Exercised, surrendered or vested — (13,411) — (15,000) (14,285) — Forfeited or expired — (452) — (19,458) (17,209) — Balance at March 31 306,579 61,901 86,596 374,003 37,220 59,120 Granted 29,890 31,452 26,517 58,949 7,972 10,348 Exercised, surrendered or vested — (12,576) — (37,500) (9,219) — Forfeited or expired — — — (719) — — Balance at June 30 336,469 80,777 113,113 394,733 35,973 69,468 Stock Option Awards Stock options may be granted to employees, officers, non-employee directors and other service providers. For stock option awards, the fair value is estimated at the date of grant using the Black-Scholes valuation model and the expense is recognized over the option vesting period. The following assumptions were used to estimate the fair value of stock options granted during the three months ended June 30, 2023: Expected life of options (in years) 6.2 Risk-free interest rate 3.9% Assumed volatility 40.0% Expected dividend rate — Restricted Stock Unit Awards Restricted stock units (“RSUs”) are granted to employees and non-employee directors and recognized as stock-based compensation expense over the vesting period, subject to the passage of time and continued service during the vesting period, based on the market price of our common stock on the grant date. In some instances, awards may vest concurrently with or following an employee’s termination. Performance Rights Awards As of June 30, 2023, there were 44,468 unvested PRAs that could be earned based upon achievement of certain specified performance goals (“Performance PRAs”) and 68,645 unvested PRAs related to market goals based on a comparison of the Company's total shareholder return (“TSR”) relative to the TSR of a pre-determined set of peer group companies for the performance periods (“TSR PRAs”). The awards become eligible to vest only if the goals are achieved and will vest only if the grantee remains employed by us through each applicable vesting date. Each performance right automatically converts into one share of common stock upon vesting of the performance right. We determine the fair value of Performance PRAs based upon the market price of our common stock on the grant date. Performance PRAs are subject to certain milestones related to construction, feasibility studies, and offtake agreements, which must be satisfied in order for PRAs to vest. We estimate the fair value of the TSR PRAs at the grant date using a Monte Carlo simulation. The Monte Carlo simulation fair value model requires the use of highly subjective and complex assumptions, including price volatility of the underlying stock. A Monte Carlo simulation model was used to determine the grant date fair value by simulating a range of possible future stock prices for the Company and each member of the peer group over the performance periods. Compensation expense is recognized based upon the assumption of 100% achievement of the TSR goal and will not be reversed even if the threshold level of TSR is never achieved, and is reflected over the service period of the award. The number of shares that may vest ranges from 0% to 200% of the target amount. The awards, which range from 1 to 3 years, provide for a partial payout based on actual performance at the conclusion of the performance period. Each performance right automatically converts into one share of common stock upon vesting of performance right. Assumptions used in the Monte Carlo simulation for TSR PRAs granted during the three months ended June 30, 2023 were as follows: Expected term (in years) 1 - 3 Risk-free interest rate 4.9% Assumed volatility 60.0% Expected dividend yield — |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE We compute basic and diluted earnings per common share by dividing net earnings by the respective weighted average number of common shares outstanding for the periods presented. Our calculation of diluted earnings per common share also includes the dilutive effects for the assumed vesting of outstanding options, RSUs, and PRAs based on the treasury stock method. In computing diluted earnings per share, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options. Diluted earnings per share excludes all dilutive potential shares if their effect is anti-dilutive. Basic and diluted net loss per share is reflected in the following table: Three Months Ended Six Months Ended 2023 2022 2023 2022 Net loss $ (10,639,140) $ (9,581,303) $ (19,278,872) $ (18,735,935) Weighted-average number of common shares used in calculating basic and dilutive earnings per share 19,186,640 17,930,926 18,856,995 17,019,262 Basic and diluted net loss per weighted-average share $ (0.55) $ (0.53) $ (1.02) $ (1.10) For the three and six month ends June 30, 2023 and 2022, potentially dilutive shares were not included in the calculation of diluted net loss per share because their effect would have been anti-dilutive in those periods. PRAs were not included as their performance obligations had not been met. The potentially dilutive and anti-dilutive shares not included in diluted net loss per share are presented in the following table: June 30, 2023 2022 Stock options 336,469 394,733 RSUs 80,777 35,973 PRAs 113,113 69,468 Total potentially dilutive shares 530,359 500,174 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES We recorded an income tax provision of $0.6 million on a loss before taxes of $10.0 million, and a provision of $0 on a loss before taxes of $9.6 million in the three months ended June 30, 2023 and 2022, respectively. We recorded an income tax provision of $1.1 million on a loss before taxes of $18.1 million, and a provision of $0.0 million on a loss before taxes of $18.7 million in the six months ended June 30, 2023 and 2022, respectively. The effective tax rates were -6.5% and -6.3% for the three and six months ended June 30, 2023, respectively, and 0% for the three and six months ended June 30 2022. The increase in the income tax provision of $1.1 million for the six months ended June 30, 2023 was primarily due to the Australian tax effects of our gain on dilution and our proportional share of income in Sayona Mining during the six months ended June 30, 2023. See Note 3— Equity Method Investments in Unconsolidated Affiliates for further discussion. |
SEGMENT REPORTING
SEGMENT REPORTING | 6 Months Ended |
Jun. 30, 2023 | |
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 that operates as a single business platform. In reaching this conclusion, management considered the definition of the Chief Operating Decision Maker (“CODM”), how the business is defined by the CODM, the nature of the information provided to the CODM, how the CODM uses such information to make operating decisions, and how resources and performance are assessed. The results of operations provided to and analyzed by the CODM are at the consolidated level, and accordingly, key resource decisions and assessment of performance are performed at the consolidated level. We have a single, common management team and our cash flows are reported and reviewed at the consolidated level only with no distinct cash flows at an individual business level. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
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. On July 18, 2022, we moved to dismiss the amended complaint. On September 1, 2022, the lead plaintiff filed his Memorandum of Law in Opposition to our Motion to Dismiss. On October 7, 2022, we filed our Reply Memorandum in support of our Motion to Dismiss. The Court has yet to rule on our Motion to Dismiss. We intend to vigorously defend against these 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 Piedmont Australia’s American Depositary Shares and the Company’s equity securities, filed a shareholder derivative suit in the U.S. District Court for the Eastern District of New York, purporting to bring claims on behalf of the Company against certain of the Company’s officers and directors. The complaint alleges that the defendants breached their fiduciary duties in connection with the Company’s statements regarding the timing and status of government permits for Carolina Lithium in North Carolina, at various times between March 16, 2018 and July 19, 2021. No litigation demand was made to the Company in connection with this action. In December 2021, the parties agreed to a stipulation to stay the proceeding pending resolution of the motion to dismiss in the securities law matters described in the immediately preceding paragraph, and the Court ordered the case stayed. We intend to vigorously defend against these claims. Although there can be no assurance as to the outcome, we do not believe these claims have merit. The potential monetary relief, if any, is not probable and cannot be estimated at this time; accordingly, we have not recorded a liability for this matter. On July 5, 2022, Brad Thomascik, a purported shareholder of the Company’s equity securities, filed a shareholder derivative lawsuit in the U.S. District Court for the Eastern District of New York. On behalf of the Company, the lawsuit purports to bring claims against certain of the Company’s officers and directors. The complaint alleges that the defendants breached their fiduciary duties in connection with the Company’s statements regarding the timing and status of government permits for Carolina Lithium in North Carolina at various times between March 16, 2018 and July 19, 2021. No litigation demand was made to the Company in connection with this action. The lawsuit focuses on the same public statements as the shareholder derivative suit described above. In September 2022, the parties agreed to a stipulation to stay the proceeding pending resolution of the motion to dismiss in the securities law matters described in the second paragraph of this section, and the Court ordered the case stayed in October 2022. 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. Other Commitments and Contingencies In May 2023, we entered into a community development agreement with the City of Cherryville, North Carolina, whereby we committed to fund $11.0 million as follows: (i) $1.0 million to support certain parks and recreation projects and the reestablishment of a department of recreation and (ii) $10.0 million paid in annual installments of $0.5 million over a 20-year period commencing upon the first shipment of lithium hydroxide. As part of the agreement, the City of Cherryville relinquished extraterritorial zoning jurisdiction over certain real property owned by Piedmont Lithium to Gaston County, North Carolina. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||||
Net loss | $ (10,639,140) | $ (8,639,732) | $ (9,581,303) | $ (9,154,632) | $ (19,278,872) | $ (18,735,935) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
DESCRIPTION OF COMPANY (Policie
DESCRIPTION OF COMPANY (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Our unaudited consolidated financial statements and related notes have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and in conformity with the rules and regulations of the Securities and Exchange Commission (the “SEC”). The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Our reporting currency is U.S. dollars, and we operate on a calendar fiscal year. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Therefore, these unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our amended Annual Report on Form 10-K/A for the year ended December 31, 2022. These unaudited consolidated financial statements reflect all adjustments and reclassifications that, in the opinion of management, are considered necessary for a fair statement of the results of operations, financial position, and cash flows for the periods presented. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the year ending December 31, 2023, for any other interim period, or for any other future fiscal year. Certain prior period amounts have been reclassified to conform with the current period presentation including reclassification of the Company’s proportional share of income in equity investments into operating income. See Note 3— Equity Method Investments in Unconsolidated Affiliates for further discussion. |
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 estimates and actual results, future results of operations will be affected. |
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, success of our equity investments in international projects, permitting and construction delays, the need for additional capital or financing to fund operating losses, competition from substitute products and services, protection of proprietary technology, litigation, and dependence on key individuals. We have accumulated deficits of $124.9 million and $105.7 million as of June 30, 2023 and December 31, 2022, respectively. We have incurred net losses and utilized cash in operations since inception, and we expect to incur future additional losses. We have cash available on hand and believe this cash will be sufficient to fund our operations and meet our obligations as they come due for at least one year from the date these unaudited consolidated financial statements are issued. In the event our cash requirements change during the next twelve months, management has the ability and commitment to make corresponding changes to our operating expenses, capital expenditures, and investments as necessary. Until commercial production is achieved from our planned operations, we will continue to incur operating and investing net cash outflows associated with, among other things, funding capital projects, development-stage technical studies, permitting activities associated with our projects, funding our expected commitments in Quebec and Ghana, maintaining and acquiring exploration properties and undertaking ongoing exploration activities. Our long-term success is dependent upon our ability to successfully raise additional capital or financing or enter into strategic partnership opportunities. Our long-term success is also dependent upon our ability to obtain certain permits and approvals, develop our planned portfolio of projects, earn revenues, and achieve profitability. Our unaudited consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. |
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 unaudited consolidated financial statements. |
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, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment, Net | Property, plant and mine development, net, is presented in the following table: June 30, December 31, Mining interests $ 70,472,674 $ 56,119,627 Mine development 3,908,275 3,050,239 Land 720,033 720,033 Leasehold improvements 401,264 281,008 Facilities and equipment 896,301 675,795 Construction in process 25,478,088 10,779,566 Property, plant and mine development 101,876,635 71,626,268 Accumulated depreciation (191,163) (85,470) Property, plant and mine development, net $ 101,685,472 $ 71,540,798 |
EQUITY METHOD INVESTMENTS IN _2
EQUITY METHOD INVESTMENTS IN UNCONSOLIDATED AFFILIATES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023 Sayona Mining Sayona Quebec Atlantic Lithium Total Balance at March 31, 2023 $ 44,187,864 $ 50,548,382 $ 10,659,620 $ 105,395,866 Additional investments — 16,085,029 41,021 16,126,050 Gain on dilution of equity method investments (1) 3,975,337 — — 3,975,337 Loss from equity method investments (1,012,961) (1,335,087) (327,097) (2,675,145) Foreign currency translation adjustment of equity method investments 133,008 1,246,604 (161,594) 1,218,018 Balance at June 30, 2023 $ 47,283,248 $ 66,544,928 $ 10,211,950 $ 124,040,126 ____________________________________________________________________________ (1) Gain on dilution of equity method investments relates to issuances of additional shares of Sayona Mining, as discussed above, which reduced our ownership interest in Sayona Mining. Six Months Ended June 30, 2023 Sayona Mining Sayona Quebec Atlantic Lithium Total Balance at December 31, 2022 $ 44,619,404 $ 39,763,008 $ 11,265,390 $ 95,647,802 Additional investments 101,616 28,074,937 41,021 28,217,574 Gain on dilution of equity method investments (1) 7,249,869 — — 7,249,869 Loss from equity method investments (2,054,245) (2,604,490) (758,774) (5,417,509) Foreign currency translation adjustment of equity method investments (2,633,396) 1,311,473 (335,687) (1,657,610) Balance at June 30, 2023 $ 47,283,248 $ 66,544,928 $ 10,211,950 $ 124,040,126 ___________________________________________________________________________ (1) Gain on dilution of equity method investments relates to issuances of additional shares of Sayona Mining, as discussed above, which reduced our ownership interest in Sayona Mining. Three Months Ended June 30, 2022 Sayona Mining Sayona Quebec Atlantic Lithium Total Balance at March 31, 2022 $ 16,945,836 $ 26,193,877 $ 14,583,345 $ 57,723,058 Additional investments 1,029,617 6,979,080 — 8,008,697 Loss from equity method investments (857,847) (125,759) (171,773) (1,155,379) Foreign currency translation adjustment of equity method investments — — (342,767) (342,767) Balance at June 30, 2022 $ 17,117,606 $ 33,047,198 $ 14,068,805 $ 64,233,609 Six Months Ended June 30, 2022 Sayona Mining Sayona Quebec Atlantic Lithium Total Balance at December 31, 2021 $ 18,256,488 $ 25,215,851 $ 15,400,371 $ 58,872,710 Additional investments 1,075,921 8,978,983 — 10,054,904 Loss from equity method investments (2,279,318) (1,192,396) (1,073,168) (4,544,882) Foreign currency translation adjustment of equity method investments 64,515 44,760 (258,398) (149,123) Balance at June 30, 2022 $ 17,117,606 $ 33,047,198 $ 14,068,805 $ 64,233,609 As of June 30, 2023 Sayona Mining Sayona Quebec Atlantic Lithium Fair value of equity investments where market values from publicly traded entities are readily available $ 140,978,713 Not publicly traded $ 18,239,189 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 $ 470,889 $ 483,836 Prepaid and other current assets 4,433,906 2,128,005 Total other current assets $ 4,904,795 $ 2,611,841 |
Schedule of Other Non-current Assets | Other non-current assets consisted of the following: June 30, December 31, Advances on exploration project $ 21,758,906 $ 17,316,440 Other non-current assets 276,933 263,845 Operating lease right-of-use assets 1,520,845 1,293,394 Total other non-current assets $ 23,556,684 $ 18,873,679 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of 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 2023 2022 2023 2022 Components of stock-based compensation: Stock-based compensation $ 3,266,064 $ 1,591,231 $ 4,436,800 $ 2,356,086 Stock-based compensation forfeitures — — (4,698) (850,763) Stock-based compensation, net of forfeitures $ 3,266,064 $ 1,591,231 $ 4,432,102 $ 1,505,323 Presentation of stock-based compensation in the unaudited consolidated financial statements: Exploration and mine development costs $ 50,879 $ 219,939 $ 71,246 $ 2,000 General and administrative expenses 3,134,501 1,290,732 4,239,107 1,380,905 Stock-based compensation expense, net of forfeitures (1) 3,185,380 1,510,671 4,310,353 1,382,905 Capitalized stock-based compensation (2) 80,684 80,560 121,749 122,418 Stock-based compensation, net of forfeitures $ 3,266,064 $ 1,591,231 $ 4,432,102 $ 1,505,323 __________________________ (1) For the three and six months ended June 30, 2023 and 2022, we did not reflect a tax benefit associated with stock-based compensation expense in our consolidated statements of operations because we had a full tax valuation allowance in impacted jurisdictions during these periods. As such, the table above does not reflect tax impacts of stock-based compensation expense. (2) Capitalized stock-based compensation relates to direct labor costs associated with Carolina Lithium and Tennessee Lithium and is included in “Property, plant and mine development, net” in our consolidated balance sheets. |
Schedule of Share-Based Payment Arrangement, Activity | A summary of activity relating to our share-based awards is presented in the following table: 2023 2022 Stock Option Awards Restricted Stock Units Performance Rights Awards Stock Option Awards Restricted Stock Units Performance Rights Awards Balance at January 1 264,733 36,167 44,468 272,504 51,277 30,000 Granted 41,846 39,597 42,128 135,957 17,437 29,120 Exercised, surrendered or vested — (13,411) — (15,000) (14,285) — Forfeited or expired — (452) — (19,458) (17,209) — Balance at March 31 306,579 61,901 86,596 374,003 37,220 59,120 Granted 29,890 31,452 26,517 58,949 7,972 10,348 Exercised, surrendered or vested — (12,576) — (37,500) (9,219) — Forfeited or expired — — — (719) — — Balance at June 30 336,469 80,777 113,113 394,733 35,973 69,468 |
Schedule of Assumptions Were Used to Estimate the Fair Value of Stock options | The following assumptions were used to estimate the fair value of stock options granted during the three months ended June 30, 2023: Expected life of options (in years) 6.2 Risk-free interest rate 3.9% Assumed volatility 40.0% Expected dividend rate — |
Schedule of Share-Based Payment Award, Non-Options, Valuation Assumptions | Assumptions used in the Monte Carlo simulation for TSR PRAs granted during the three months ended June 30, 2023 were as follows: Expected term (in years) 1 - 3 Risk-free interest rate 4.9% Assumed volatility 60.0% Expected dividend yield — |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 2023 2022 2023 2022 Net loss $ (10,639,140) $ (9,581,303) $ (19,278,872) $ (18,735,935) Weighted-average number of common shares used in calculating basic and dilutive earnings per share 19,186,640 17,930,926 18,856,995 17,019,262 Basic and diluted net loss per weighted-average share $ (0.55) $ (0.53) $ (1.02) $ (1.10) |
Schedule of Antidilutive Securities Excluded from Calculation of Diluted Net Loss Per Share | The potentially dilutive and anti-dilutive shares not included in diluted net loss per share are presented in the following table: June 30, 2023 2022 Stock options 336,469 394,733 RSUs 80,777 35,973 PRAs 113,113 69,468 Total potentially dilutive shares 530,359 500,174 |
DESCRIPTION OF COMPANY (Details
DESCRIPTION OF COMPANY (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 124,936,546 | $ 105,657,674 |
PROPERTY, PLANT AND MINE DEVE_3
PROPERTY, PLANT AND MINE DEVELOPMENT (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||||
Property, plant and mine development | $ 101,876,635 | $ 101,876,635 | $ 71,626,268 | ||
Accumulated depreciation | (191,163) | (191,163) | (85,470) | ||
Property, plant and mine development, net | 101,685,472 | 101,685,472 | 71,540,798 | ||
Depreciation | 105,798 | $ 11,208 | |||
General and administrative expenses | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation | 60,780 | $ 6,146 | 105,798 | $ 11,208 | |
Mining interests | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and mine development | 70,472,674 | 70,472,674 | 56,119,627 | ||
Mine development | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and mine development | 3,908,275 | 3,908,275 | 3,050,239 | ||
Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and mine development | 720,033 | 720,033 | 720,033 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and mine development | 401,264 | 401,264 | 281,008 | ||
Facilities and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and mine development | 896,301 | 896,301 | 675,795 | ||
Construction in process | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and mine development | $ 25,478,088 | $ 25,478,088 | $ 10,779,566 |
EQUITY METHOD INVESTMENTS IN _3
EQUITY METHOD INVESTMENTS IN UNCONSOLIDATED AFFILIATES - Additional Information (Details) t in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 USD ($) $ / t investment t | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) $ / t investment t | Jun. 30, 2022 USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||||
Number of equity method investments | investment | 3 | 3 | ||
Gain on dilution of equity method investments in unconsolidated affiliates | $ 3,975,337 | $ 0 | $ 7,249,869 | $ 0 |
Sayona Quebec | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Long-term supply agreement, spodumene concentrate production (in Tonne) | t | 113 | 113 | ||
Long-term supply agreement, spodumene concentrate production, percentage | 50% | 50% | ||
Long-term supply agreement, floor price (in dollars per Tonne) | $ / t | 500 | 500 | ||
Long-term supply agreement, ceiling price (in dollars per Tonne) | $ / t | 900 | 900 | ||
Long-term supply agreement, spodumene concentrate percentage | 6% | 6% | ||
Atlantic Lithium | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Long-term supply agreement, percentage of spodumene concentrate produced for sale | 50% | 50% | ||
Sayona Quebec | North American Lithium Mining | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Noncontrolling interest, ownership percentage by parent | 100% | 100% | ||
Sayona Mining | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity interest, ownership percentage | 12% | 12% | ||
Gain on dilution of equity method investments in unconsolidated affiliates | $ 3,975,337 | $ 7,249,869 | ||
Sayona Quebec | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity interest, ownership percentage | 25% | 25% | ||
Gain on dilution of equity method investments in unconsolidated affiliates | $ 0 | $ 0 | ||
Sayona Quebec | Sayona Mining | ||||
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 | 9% | 9% | ||
Gain on dilution of equity method investments in unconsolidated affiliates | $ 0 | $ 0 | ||
Equity interest, right to acquire ownership percentage | 50% | 50% |
EQUITY METHOD INVESTMENTS IN _4
EQUITY METHOD INVESTMENTS IN UNCONSOLIDATED AFFILIATES - Summary of Changes in Equity Method Investments (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Increase (Decrease) in Equity Method Investment [Roll Forward] | ||||
Equity method investments, beginning balance | $ 105,395,866 | $ 57,723,058 | $ 95,647,802 | $ 58,872,710 |
Additional investments | 16,126,050 | 8,008,697 | 28,217,574 | 10,054,904 |
Gain on dilution of equity method investments | 3,975,337 | 0 | 7,249,869 | 0 |
Loss from equity method investments | (2,675,145) | (1,155,379) | (5,417,509) | (4,544,882) |
Foreign currency translation adjustment of equity method investments | 1,218,018 | (342,767) | (1,657,610) | (149,123) |
Equity method investments, ending balance | 124,040,126 | 64,233,609 | 124,040,126 | 64,233,609 |
Sayona Mining | ||||
Increase (Decrease) in Equity Method Investment [Roll Forward] | ||||
Equity method investments, beginning balance | 44,187,864 | 16,945,836 | 44,619,404 | 18,256,488 |
Additional investments | 0 | 1,029,617 | 101,616 | 1,075,921 |
Gain on dilution of equity method investments | 3,975,337 | 7,249,869 | ||
Loss from equity method investments | (1,012,961) | (857,847) | (2,054,245) | (2,279,318) |
Foreign currency translation adjustment of equity method investments | 133,008 | 0 | (2,633,396) | 64,515 |
Equity method investments, ending balance | 47,283,248 | 17,117,606 | 47,283,248 | 17,117,606 |
Fair value of equity investments where market values from publicly traded entities are readily available | 140,978,713 | 140,978,713 | ||
Sayona Quebec | ||||
Increase (Decrease) in Equity Method Investment [Roll Forward] | ||||
Equity method investments, beginning balance | 50,548,382 | 26,193,877 | 39,763,008 | 25,215,851 |
Additional investments | 16,085,029 | 6,979,080 | 28,074,937 | 8,978,983 |
Gain on dilution of equity method investments | 0 | 0 | ||
Loss from equity method investments | (1,335,087) | (125,759) | (2,604,490) | (1,192,396) |
Foreign currency translation adjustment of equity method investments | 1,246,604 | 0 | 1,311,473 | 44,760 |
Equity method investments, ending balance | 66,544,928 | 33,047,198 | 66,544,928 | 33,047,198 |
Atlantic Lithium | ||||
Increase (Decrease) in Equity Method Investment [Roll Forward] | ||||
Equity method investments, beginning balance | 10,659,620 | 14,583,345 | 11,265,390 | 15,400,371 |
Additional investments | 41,021 | 0 | 41,021 | 0 |
Gain on dilution of equity method investments | 0 | 0 | ||
Loss from equity method investments | (327,097) | (171,773) | (758,774) | (1,073,168) |
Foreign currency translation adjustment of equity method investments | (161,594) | (342,767) | (335,687) | (258,398) |
Equity method investments, ending balance | 10,211,950 | $ 14,068,805 | 10,211,950 | $ 14,068,805 |
Fair value of equity investments where market values from publicly traded entities are readily available | $ 18,239,189 | $ 18,239,189 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Long-term debt | $ 0.3 | $ 0.6 |
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, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Investments in equity securities | $ 470,889 | $ 483,836 |
Prepaid and other current assets | 4,433,906 | 2,128,005 |
Total other current assets | $ 4,904,795 | $ 2,611,841 |
OTHER ASSETS - Schedule of Ot_2
OTHER ASSETS - Schedule of Other Non-current Assets (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Advances on exploration project | $ 21,758,906 | $ 17,316,440 |
Other non-current assets | 276,933 | 263,845 |
Operating lease right-of-use assets | 1,520,845 | 1,293,394 |
Total other non-current assets | $ 23,556,684 | $ 18,873,679 |
OTHER ASSETS - Additional Infor
OTHER ASSETS - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity method investments | $ 124,040,126 | $ 64,233,609 | $ 124,040,126 | $ 64,233,609 | $ 105,395,866 | $ 95,647,802 | $ 57,723,058 | $ 58,872,710 |
Equity method investments, advance payments | $ 16,126,050 | 8,008,697 | $ 28,217,574 | 10,054,904 | ||||
Ghana Project | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Strategic partnership investments, percentage expected | 50% | 50% | ||||||
Equity method investments | $ 0 | $ 0 | ||||||
Equity method investments, advance payments | $ 3,900,000 | $ 3,300,000 | $ 4,700,000 | $ 6,900,000 | ||||
Ghana Project | Minimum | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Strategic partnership investments, period | 3 years | |||||||
Ghana Project | Maximum | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Strategic partnership investments, period | 4 years | |||||||
Ghana Project, Phase One | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Strategic partnership investments, percentage expected | 22.50% | 22.50% | ||||||
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 |
EQUITY (Details)
EQUITY (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | |||
Feb. 24, 2023 | Mar. 31, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||
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 | |||
Shelf Registration Program | ||||
Class of Stock [Line Items] | ||||
Proceeds from sale of stock | $ 130.8 | |||
Number of shares sold (in shares) | 2,012,500 | |||
Sale of stock, price (in dollars per share) | $ 65 | |||
Sale of stock, offering capacity | $ 500 | |||
Remaining offering capacity | $ 369.2 | |||
U.S. Public Offering Program | ||||
Class of Stock [Line Items] | ||||
Stock issuance costs | $ 8.8 | |||
LG Chem | ||||
Class of Stock [Line Items] | ||||
Proceeds from sale of stock | $ 75 | |||
Number of shares sold (in shares) | 1,096,535 | |||
Sale of stock, price (in dollars per share) | $ 68.40 | |||
Stock issuance costs | $ 3.9 |
STOCK-BASED COMPENSATION - Addi
STOCK-BASED COMPENSATION - Additional Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 USD ($) shares | Jun. 30, 2023 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards cost not yet recognized, amount | $ | $ 14 | $ 14 |
Performance PRAs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested awards expiring over the next three years (in shares) | 44,468 | 44,468 |
TSR PRAs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested awards expiring over the next three years (in shares) | 68,645 | 68,645 |
Assumption of TSR Goal achievement, percent | 100% | 100% |
Award conversion ratio | 1 | 1 |
TSR PRAs | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting rights, percentage of target amount | 0% | 0% |
Expected term (in years) | 1 year | 1 year |
TSR PRAs | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting rights, percentage of target amount | 200% | 200% |
Expected term (in years) | 3 years | 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) | 2,132,320 | 2,132,320 |
STOCK-BASED COMPENSATION - Comp
STOCK-BASED COMPENSATION - Compensation Expense (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 3,266,064 | $ 1,591,231 | $ 4,436,800 | $ 2,356,086 |
Stock-based compensation forfeitures | 0 | 0 | (4,698) | (850,763) |
Stock-based compensation, net of forfeitures | 3,266,064 | 1,591,231 | 4,432,102 | 1,505,323 |
Stock-based compensation expense, net of forfeitures | 3,185,380 | 1,510,671 | 4,310,353 | 1,382,905 |
Capitalized stock-based compensation | 80,684 | 80,560 | 121,749 | 122,418 |
Stock-based compensation, net of forfeitures | 3,266,064 | 1,591,231 | 4,432,102 | 1,505,323 |
Exploration and mine development costs | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense, net of forfeitures | 50,879 | 219,939 | 71,246 | 2,000 |
General and administrative expenses | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense, net of forfeitures | $ 3,134,501 | $ 1,290,732 | $ 4,239,107 | $ 1,380,905 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Share-based Awards Activity (Details) - shares | 3 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | |
Stock Option Awards | ||||
Outstanding at beginning of period (in shares) | 306,579 | 264,733 | 374,003 | 272,504 |
Granted (in shares) | 29,890 | 41,846 | 58,949 | 135,957 |
Exercised, surrendered or vested (in shares) | 0 | 0 | (37,500) | (15,000) |
Forfeited or expired (in shares) | 0 | 0 | (719) | (19,458) |
Outstanding at end of period (in shares) | 336,469 | 306,579 | 394,733 | 374,003 |
Restricted Stock Units | ||||
Restricted Stock Units & Performance Rights Awards | ||||
Unvested at beginning of period (in shares) | 61,901 | 36,167 | 37,220 | 51,277 |
Granted (in shares) | 31,452 | 39,597 | 7,972 | 17,437 |
Exercised, surrendered or vested (in shares) | (12,576) | (13,411) | (9,219) | (14,285) |
Forfeited or expired (in shares) | 0 | (452) | 0 | (17,209) |
Unvested at end of period (in shares) | 80,777 | 61,901 | 35,973 | 37,220 |
Performance Rights Awards | ||||
Restricted Stock Units & Performance Rights Awards | ||||
Unvested at beginning of period (in shares) | 86,596 | 44,468 | 59,120 | 30,000 |
Granted (in shares) | 26,517 | 42,128 | 10,348 | 29,120 |
Exercised, surrendered or vested (in shares) | 0 | 0 | 0 | 0 |
Forfeited or expired (in shares) | 0 | 0 | 0 | 0 |
Unvested at end of period (in shares) | 113,113 | 86,596 | 69,468 | 59,120 |
STOCK-BASED COMPENSATION - Assu
STOCK-BASED COMPENSATION - Assumptions to Estimate Fair Value of Options and Non-Options (Details) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life of options (in years) | 6 years 2 months 12 days | |
Risk-free interest rate | 3.90% | |
Assumed volatility | 40% | |
Expected dividend rate | 0% | |
TSR PRAs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 4.90% | |
Assumed volatility | 60% | |
Expected dividend rate | 0% | |
TSR PRAs | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life of options (in years) | 1 year | 1 year |
TSR PRAs | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life of options (in years) | 3 years | 3 years |
EARNINGS PER SHARE - Schedule o
EARNINGS PER SHARE - Schedule of Basic and Diluted Loss per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net loss, basic | $ (10,639,140) | $ (9,581,303) | $ (19,278,872) | $ (18,735,935) |
Net loss, diluted | $ (10,639,140) | $ (9,581,303) | $ (19,278,872) | $ (18,735,935) |
Weighted-average number of common shares used in calculating basic earnings per share (in shares) | 19,186,640 | 17,930,926 | 18,856,995 | 17,019,262 |
Weighted-average number of common shares used in calculating dilutive earnings per share (in shares) | 19,186,640 | 17,930,926 | 18,856,995 | 17,019,262 |
Basic net loss per weighted-average share (in dollars per share) | $ (0.55) | $ (0.53) | $ (1.02) | $ (1.10) |
Diluted net loss per weighted-average share (in dollars per share) | $ (0.55) | $ (0.53) | $ (1.02) | $ (1.10) |
EARNINGS PER SHARE - Schedule_2
EARNINGS PER SHARE - Schedule of Antidilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common shares considered anti-dilutive (in shares) | 530,359 | 500,174 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common shares considered anti-dilutive (in shares) | 336,469 | 394,733 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common shares considered anti-dilutive (in shares) | 80,777 | 35,973 |
PRAs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common shares considered anti-dilutive (in shares) | 113,113 | 69,468 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 648,811 | $ 0 | $ 1,142,154 | $ 0 |
Income (loss) before taxes | $ (9,990,329) | $ (9,581,303) | $ (18,136,718) | $ (18,735,935) |
Effective tax rate | (6.50%) | 0% | (6.30%) | 0% |
Increase in the income tax provision | $ 1,100,000 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) | 6 Months Ended |
Jun. 30, 2023 segment | |
Segment Reporting [Abstract] | |
Number of Reportable Segments | 1 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | 1 Months Ended |
May 31, 2023 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Other commitment | $ 11 |
Community development agreement, amount to support parks and recreation projects | 1 |
Community development agreement, amount paid in annual installments | 10 |
Community development agreement, annual payment | $ 0.5 |
Community development agreement, amount paid in annual installments, period | 20 years |