EQUITY METHOD INVESTMENTS | EQUITY METHOD INVESTMENTS 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 Sayona Mining, Sayona Quebec, Atlantic Lithium, and Vinland Lithium as equity method investments. The following table summarizes the carrying amounts, including changes therein, of our equity method investments: Year Ended December 31, 2023 (in thousands) Sayona Mining Sayona Quebec Atlantic Lithium Vinland Lithium Total Balance at June 30, 2021 $ 11,195 $ 5,068 $ — $ — $ 16,263 Initial investment (1) — — 15,970 — 15,970 Additional investments (2) 7,423 20,211 — — 27,634 Return of capital (3) — — (514) — (514) Loss from equity method investments (526) (62) (54) — (642) Foreign currency translation adjustment of equity method investments 164 — (2) — 162 Balance at December 31, 2021 18,256 25,217 15,400 — 58,873 Additional investments 1,445 19,617 — — 21,062 Gain (loss) on dilution of equity method investments (4) 29,402 — (447) — 28,955 Loss from equity method investments (3,104) (2,500) (2,748) — (8,352) Foreign currency translation adjustment of equity method investments (1,379) (2,571) (940) — (4,890) Balance at December 31, 2022 44,620 39,763 11,265 — 95,648 Initial investment (5) — — — 1,746 1,746 Additional investments 552 30,900 41 — 31,493 Gain on dilution of equity method investments (6) 16,850 — 125 — 16,975 Impairment of equity method investment (7) (2,242) — — — (2,242) Income (loss) from equity method investments (8) (304) 4,433 (1,693) — 2,436 Foreign currency translation adjustment of equity method investments 18 1,456 87 45 1,606 Balance at December 31, 2023 $ 59,494 $ 76,552 $ 9,825 $ 1,791 $ 147,662 __________________________ (1) Initial investment includes transaction costs of $0.1 million for the six months ended December 31, 2021. (2) Additional investment includes transaction costs of $0.2 million for the six months ended December 31, 2021. (3) 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 10 —Other Assets and Liabilities ). (4) 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. (5) Initial investment includes transaction costs of $0.3 million for the year ended December 31, 2023. (6) Gain on dilution of equity method investments relates to issuances of additional shares of Sayona Mining and Atlantic Lithium, which reduced our ownership interest in both Sayona Mining and Atlantic Lithium. (7) Impairment of equity method investment represents the difference between the carrying value, which includes $46.3 million in accumulated gains on dilution, and fair value of Sayona Mining as of December 31, 2023, and is included income (loss) from equity method investments in the accompanying consolidated statements of operations. (8) Certain immaterial, out-of-period amounts, related to our proportionate share of the results of Sayona Mining and Sayona Quebec have been included in our current period results. We continue to evaluate operational developments and the impact of the anticipated expansion of the operations of our existing equity method investees. Sayona Quebec’s restart of NAL and Atlantic Lithium’s completion of a technical study for Ewoyaa were impactful to the consideration of how we most appropriately reflect our proportional share of income (loss) from our equity method investments. We began supplying the market with spodumene concentrate from NAL in the third quarter of 2023. Upon completion of construction of Tennessee Lithium, spodumene concentrate from Ewoyaa is expected to supply the majority of the spodumene concentrate required by Tennessee Lithium for conversion to lithium hydroxide. Our share of income (loss) from Sayona Mining, Sayona Quebec, Atlantic Lithium, and Vinland Lithium is recorded on a one-quarter lag in “Income (loss) from equity method investments” within “Loss from operations” in our consolidated statements of operations. Below is a summary of our equity method investments as of December 31, 2023. Sayona Mining As of December 31, 2023, we owned an equity interest of approximately 12% 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 produce spodumene concentrate in Quebec, Canada. During the years ended December 31, 2023 and 2022, 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 $17.0 million and $29.0 million in the years ended December 31, 2023 and 2022, respectively, related to the dilution of our ownership interest. We recorded the gain within “Gain on dilution of equity method investments” in our consolidated statements of operations. As of December 31, 2023, the market value of Sayona Mining was less than our carrying value. During the year ended December 31, 2023, we determined the decline was other than temporary and recorded a $2.2 million impairment charge as a component of income (loss) from equity method investments in the accompanying consolidated statements of operations. The fair value was based on the quoted market price of Sayona Mining at December 31, 2023, which is considered to be a Level 1 fair value measurement. See Note 16— Subsequent Events . 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 hold a life-of-mine offtake agreement with Sayona Quebec for the greater of 113,000 metric tons or 50% of spodumene concentrate production per year. Our purchases of spodumene concentrate 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 on an FOB North Carolina basis. In addition to lithium mining and concentrate production, NAL owns a partially completed lithium carbonate plant, which was developed by a prior operator of NAL. Sayona Quebec completed a preliminary technical study for the completion and restart of the NAL carbonate plant during the quarter ended June 30, 2023. If we decide to construct and operate a lithium conversion plant with Sayona Mining through our joint venture, Sayona Quebec, spodumene concentrate produced from NAL would be preferentially delivered to that conversion plant upon commencement of conversion operations. Any remaining spodumene concentrate not delivered the conversion plant would first be sold to us up to our offtake right and then to third parties. Any decision to construct jointly-owned lithium conversion capacity must be agreed upon by both parties. During the year ended December 31, 2023, NAL produced approximately 98,800 dmt of spodumene concentrate and shipped 72,100 dmt, of which 43,200 dmt were sold to Piedmont Lithium. We, in turn, generated $39.8 million of sales on those 43,200 dmt, with a realized sales price of $920 per dmt and a realized cost of sales of $789 per dmt, resulting in a gross profit margin of 14.3%. Atlantic Lithium As of December 31, 2023, we owned 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 Ghana, a subsidiary of Atlantic Lithium that owns Ewoyaa, 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. See Note 10— Other Assets and Liabilities . Vinland Lithium We own an equity interest of approximately 20% in Vinland Lithium, a Canadian-based entity jointly owned with Sokoman Minerals and Benton Resources. Vinland Lithium currently owns Killick Lithium, a large exploration property prospective for lithium located in southern Newfoundland, Canada. We have entered into an earn-in agreement with Vinland Lithium to acquire up to a 62.5% equity interest in Killick Lithium through current and future phased investments. Summarized Financial Information Our share of income (loss) is recorded on a one-quarter lag and is derived from the balances below, which have been compiled from information provided to us by each investee and is presented in accordance with U.S. GAAP. Summarized financial information for the year ended and as of December 31, 2023: (in thousands) Sayona Mining Sayona Quebec Atlantic Lithium Summarized statement of operations information: Revenue $ 43,925 $ 58,514 $ — Gross Profit 11,912 16,580 — Net loss from operations (456) 17,733 (18,068) Other comprehensive income (loss), net of tax 2,405 — 1,198 Comprehensive loss 1,949 17,733 (16,870) Summarized balance sheet information: Current assets 240,101 116,446 8,901 Non-current assets 413,886 261,662 5,591 Current liabilities 58,577 38,581 3,724 Non-current liabilities 56,646 53,576 23,409 Summarized financial information for the year ended and as of December 31, 2022: (in thousands) Sayona Mining Sayona Quebec Atlantic Lithium Summarized statement of operations information: Revenue $ — $ — $ — Net loss from operations (19,274) (9,996) (39,801) Other comprehensive income (loss), net of tax 10,424 179 (32) Comprehensive loss (8,850) (9,817) (39,833) Summarized balance sheet information: Current assets 122,253 24,869 19,394 Non-current assets 237,656 147,954 1,074 Current liabilities 5,299 3,195 3,896 Non-current liabilities 57,987 88,184 15,613 Summarized financial information for the six months ended and as of December 31, 2021: (in thousands) Sayona Mining Sayona Quebec Atlantic Lithium Summarized statement of operations information: Revenue $ — $ — $ — Net loss from operations (2,692) (252) (540) Other comprehensive income (loss), net of tax 844 — (21) Comprehensive loss (1,848) (252) (561) Summarized balance sheet information: Current assets 18,302 712 24,332 Non-current assets 99,753 97,957 43,442 Current liabilities 2,071 917 3,354 Non-current liabilities 23 — — Summarized financial information for the year ended and as of June 30, 2021: (in thousands) Sayona Mining Summarized statement of operations information: Revenue $ — Net loss from operations (325) Other comprehensive income (loss), net of tax (157) Comprehensive loss (482) Summarized balance sheet information: Current assets 9,711 Non-current assets 17,719 Current liabilities 4,746 Non-current liabilities 24 For the years ended December 31, 2023 and 2022, Sayona Mining and Sayona Quebec met the conditions required to be significant at the 20% level under Rule 1-02(w) of Regulation S-X. Accordingly, as required by Rule 3-09 of Regulation S-X, we have included the consolidated audited financial statements of Sayona Mining, which include Sayona Quebec, as of and for their most recent fiscal year ended June 30, 2023, with a comparative period of 2022, as Exhibit 99.4 and for the year ended June 30, 2022, with a comparative period of 2021, as Exhibit 99.2 to this Annual Report on Form 10-K. For the year ended December 31, 2023, Atlantic Lithium did not meet the conditions required to be significant at the 20% level under Rule 1-02(w) of Regulation S-X. For the year ended December 31, 2022, Atlantic Lithium did meet the conditions required to be considered significant at the 20% level under Rule 1-02(w) of Regulation S-X. Accordingly, as required by Rule 3-09 of Regulation S-X, we have included the consolidated audited financial statements of Atlantic Lithium as of and for the years ended June 30, 2022 and 2021, as Exhibit 99.1, and unaudited financial statements as of and for the years ended June 30, 2023 and 2022, as Exhibit 99.3 to this Annual Report on form 10-K. There is no audit opinion, or any other form of assurance provided by an independent auditor with respect to Atlantic Lithium’s financial statements as of and for the year ended June 30, 2023. |