United States securities and exchange commission logo
November 8, 2022
Michael White
Chief Financial Officer
Piedmont Lithium Inc.
32 North Main Street, Suite 100
Belmont, North Carolina
28012
Re: Piedmont Lithium
Inc.
Form 10-KT for the
Fiscal Year Ending December 31, 2021
Filed February 28,
2022
File No. 001-38427
Dear Michael White:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-KT for the Fiscal Year Ending December 31, 2021 Filed February
28, 2022
Item 1. Business, page 5
1. We note that you have
identified two or more mining properties though you have not
provided all the
summary and individual property disclosures prescribed by Items 1303
and 1304 of Regulation
S-K.
For example, the
summary disclosure should include a map of all properties to comply
with Item 1303(b)(1);
while the individual property disclosure should include comparable
details for each
material property along with the work completed on the property by the
Registrant, the planned
exploration program including timeframe and cost, and the total
cost or book value of
the property to comply with Item 1304 (b). The summary
disclosures should
encompass all of your properties, including both material and non-
material properties,
and should appear in advance of and incremental to the individual
Michael White
FirstName LastNameMichael White
Piedmont Lithium Inc.
Comapany 8,
November NamePiedmont
2022 Lithium Inc.
November
Page 2 8, 2022 Page 2
FirstName LastName
property disclosures. The information required for the individual
property disclosure are
more extensive and detailed in comparison.
Please revise your filing to include and differentiate between the
summary and individual
property disclosures to comply with the aforementioned guidance
2. Please disclose the mineral pricing associated with your mineral
resource and reserve
disclosure, as required by Item 1304 (d)(1) of Regulation S-K.
3. Please revise to provide a summary of all mineral resources or
reserves, including
byproducts, as required under Item 1304 (d)(1) of Regulation S-K.
Item 15. Exhibits.
Exhibit 96.1, page 49
4. We note that your qualified person(s) has included language at the
beginning of the
technical report under the "Declaration" heading that disclaims
certain information in the
technical report. For example your qualified person states they do not
guarantee the
accuracy of the report, and the information contained in the report
shall be at the user's
sole risk regardless of any fault or negligence of Primero. In order
to comply with Item
1302 (a)(1) of Regulation S-K disclosure of exploration results,
mineral resources, and
mineral reserves must be based on and accurately reflect information
and supporting
documentation prepared by a qualified person. Information should be
reviewed and
accepted by the qualified person and disclaimers are not permitted
notwithstanding the
specific exceptions in which a qualified person may rely. Please
revise.
5. Please revise your technical report to include the following:
Details of personal inspection as required by Item
601(b)(96)(iii)(B)(2)(iv) of
Regulation S-K.
The name or number of each title, claim, mineral right, lease or
option including the
expiration dates and payments as required by Item
601(b)(96)(iii)(B)(3)(iii) of
Regulation S-K. Additionally, please comment on the due diligence
performed by
the qualified person with respect to mineral rights and
encumbrances, considering
disclosure in this section of the technical report implying that
the qualified person
relied solely on the company for certain information.
The information required under Items 601(b)(96)(iii)(B)(10)(ii) &
(10)(v) of
Regulation S-K regarding mineral processing and metallurgical
processing.
Clarify in the technical report if the mineral resource estimate
is reported exclusive or
inclusive of mineral reserves. See Item 601(b)(96)(iii)(B)(11)(ii)
of Regulation S-K.
The information required under Item 601(b)(96)(iii)(B)(11)(iii) of
Regulation S-K
regarding the cut-off including price and cost assumptions and
details pertaining to
the cut-off grade calculation.
The information required under Item 601(b)(96)(iii)(B)(16) of
Regulation S-K related
to concentrate (SC6) sale assumptions, including pricing.
The information required under Item 601(b)(96)(iii)(B)(16)(ii) of
Regulation S-K
Michael White
Piedmont Lithium Inc.
November 8, 2022
Page 3
regarding material contracts.
The information required under Items
601(b)(96)(iii)(B)(17)(ii), (iii), (iv), (v), & (vi)
of Regulation S-K regarding environmental studies. We suggest a
table with required
permits and the status of such permits to satisfy Items
601(b)(96)(iii)(B)(17)(iii).
Include annual cash flow forecasts based on an annual
production schedule for the
life of the project to comply with Items
601(b)(96)(iii)(B)(19)(ii) of Regulation S-K.
This should include the entire discounted cash flow analysis with
major assumptions
as line items.
6. Please revise the "Reliance on Information by the Registrant" section
of your technical
report to only include categories of information under Item 1302(f)(1)
of Regulation S-K.
Other information that has been included in this section should be
removed so that the
information is consistent with the disclosure specified under Item
1302(f)(2) of Regulation
S-K.
7. Please file the marketing study that supports the forecast and pricing
of quartz, feldspar,
and mica by-products. See Item 1302(e)(3)(ii) of Regulation S-K.
8. We note that you disclose by-product mineral resources on page 119 of
your technical
report and that you have included by-product revenue in your economic
model. Please
explain why the by-product resource was not included with your mineral
reserve
disclosure, considering the inclusion of these materials in your
economic model. Based
on your response we may have additional comment.
Form 10-Q for the Quarterly Period Ended September 30, 2022, page 33
9. We note your disclosure of the results of a prefeasibility study for
the Ewoyaa project,
including production tonnage, reserves, and capital expenditures.
Please tell us if these
estimates were prepared under the definitions established by Item 1300
of Regulation S-K
and, if not, revise to remove the estimates. Estimates prepared under
a foreign jurisdiction
cannot be substituted for S-K 1300 mining rule requirements.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact John Coleman at 202-551-3610 or Gus Rodriguez at
202-551-3752 if
you have questions regarding comments.
FirstName LastNameMichael White Sincerely,
Comapany NamePiedmont Lithium Inc.
Division of
Corporation Finance
November 8, 2022 Page 3 Office of
Energy & Transportation
FirstName LastName