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As filed with the Securities and Exchange Commission on May 14, 2024
Registration No. 333-259798
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PIEDMONT LITHIUM INC.
(Exact name of registrant as specified in its charter)
Delaware | | | 36-4996461 |
(State or other jurisdiction
of incorporation or organization) | | | (I.R.S. Employer
Identification Number) |
42 E Catawba Street
Belmont, NC 28012
(704) 461-8000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Bruce Czachor
Executive Vice President and Chief Legal Officer
Piedmont Lithium Inc.
42 E Catawba Street
Belmont, NC 28012
(704) 461-8000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
Eric Scarazzo
John T. Gaffney
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166-0193
(212) 351-4000
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ | | | Accelerated filer ☐ |
Non-accelerated filer ☐ | | | Smaller reporting company ☐ |
| | | Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.
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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PROSPECTUS
Subject to Completion, dated May 14, 2024
PIEDMONT LITHIUM INC.
$500,000,000
of
COMMON STOCK
PREFERRED STOCK
DEBT SECURITIES
WARRANTS
DEPOSITARY SHARES
PURCHASE CONTRACTS
UNITS
This prospectus provides a general description of the common stock, preferred stock, debt securities, warrants, depositary shares, purchase contracts and units that we may offer from time to time. Each time any securities are offered pursuant to this prospectus, we will provide a prospectus supplement and attach it to this prospectus. The prospectus supplement will contain more specific information about the offering. The prospectus supplement may also add, update or change information contained in this prospectus. This prospectus may not be used to offer or sell securities without a prospectus supplement describing the method and terms of the offering. You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in our securities.
Our common stock, par value $0.0001 per share, is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “PLL,” and our Chess Depository Interests (“CDIs”), each representing 1/100th of a share of our common stock, are listed on the Australian Securities Exchange under the symbol “PLL.”
Investing in our securities involves risks. You should read carefully and consider the risks referenced under “Risk Factors” beginning on page
7 of this prospectus, as well as the other information contained in or incorporated by reference in this prospectus or in any accompanying prospectus supplement before making a decision to invest in our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement.
Prospectus dated , 2024
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This prospectus is part of a registration statement we filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) using a “shelf” registration process. We may sell any combination of the securities described in this prospectus from time to time.
The types of securities that we may offer and sell from time to time by this prospectus are:
• | debt securities, which may be senior or subordinated and secured or unsecured; |
• | warrants entitling the holders to purchase common stock, preferred stock or debt securities; |
We may sell these securities either separately or in units. We may issue debt securities convertible into shares of our common stock or preferred stock. The preferred stock also may be convertible into shares of our common stock or another series of preferred stock. This prospectus provides a general description of the securities that may be offered. Each time we sell securities, we will provide a supplement to this prospectus that contains specific information about the offering and the specific terms of the securities offered. That prospectus supplement may include a discussion of any risk factors or other special considerations applicable to those securities. In each prospectus supplement we will include the following information:
• | the type and amount of securities that we propose to sell; |
• | the initial public offering price of the securities; |
• | the names of any underwriters or agents through or to which we will sell the securities; |
• | any compensation of those underwriters or agents; and |
• | information about any securities exchanges or automated quotation systems on which the securities will be listed or traded. |
In addition, the prospectus supplement also may add, update or change the information contained in this prospectus. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement. You should read both this prospectus and any prospectus supplement together with the additional information described under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”
No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in or incorporated by reference into this prospectus or any accompanying prospectus supplement. You must not rely on any unauthorized information or representations. This prospectus or any accompanying prospectus supplement does not offer to sell or ask for offers to buy any securities other than those to which it relates and it does not constitute an offer to sell or ask for offers to buy any of the securities in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the securities. The information contained in this prospectus, any accompanying prospectus supplement or any document incorporated by reference in each of them is current only as of its date. Our business, financial condition, results of operations and prospects may have changed since those dates.
In this prospectus, except as otherwise indicated or as the context otherwise requires, all references to “Piedmont Lithium Inc.” refer to Piedmont Lithium Inc. on an unconsolidated basis and all references to “Piedmont,” the “Company,” “we,” “us,” “our” and “ours” refer to Piedmont Lithium Inc. and its consolidated subsidiaries.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other information with the SEC, and we have filed with the SEC a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the securities offered by this prospectus. This prospectus, which forms part of the registration statement, does not contain all of the information included in the registration statement, including its exhibits and schedules. For further information about us and the securities described in this prospectus, you should refer to the registration statement, its exhibits and schedules and our reports, proxies, information statements and other information filed with the SEC. Our filings are available to the public on the Internet, through a database maintained by the SEC at www.sec.gov. Our filings are also available, free of charge, on our website at www.piedmontlithium.com. We have included our website address for the information of prospective investors and do not intend it to be an active link to our website. Information contained on our website does not constitute a part of this prospectus or any applicable prospectus supplement (or any document incorporated by reference herein or therein).
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” information into this prospectus. This means that we can disclose important information about us and our financial condition to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this prospectus, except any information that is superseded by information that is included in a document subsequently filed with the SEC.
This prospectus incorporates by reference the documents listed below that we have previously filed with the SEC and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from the date of this prospectus until the termination of an offering of securities, except that we are not incorporating by reference any information furnished (and not filed) with the SEC, including our Compensation Committee report and performance graph or any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K:
• | our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 29, 2024; |
• | the information responsive to part III of our Annual Report on Form 10-K for the year ended December 31, 2023, provided in our Definitive Proxy Statement on Schedule 14A filed on April 29, 2024; |
• | our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023; |
• | the description of our common stock contained in our Form 8-K12B filed on May 18, 2021, as updated by Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended June 30, 2021 filed with the SEC on September 24, 2021, and as subsequently amended or updated. |
Any statement contained in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified will not be deemed to constitute a part hereof, except as so modified, and any statement so superseded will not be deemed to constitute a part hereof.
A copy of any document incorporated by reference in this prospectus may be obtained at no cost by writing or telephoning us at the following address and telephone number:
42 East Catawba Street
Belmont, NC 28012
Attention: Secretary
(704) 461-8000
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We maintain a website at www.piedmontlithium.com. Information about us, including our reports filed with the SEC, is available through that site. Such reports are accessible at no charge through our website and are made available as soon as reasonably practicable after such material is filed with or furnished to the SEC. Our website and the information contained on that website, or connected to that website, are not incorporated by reference in this prospectus.
You may read and copy any materials we file with the SEC at the SEC’s website mentioned under the heading “Where You Can Find More Information.” The information on the SEC’s website is not incorporated by reference in this prospectus.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and information incorporated by reference into each of them, and any related free-writing prospectus contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that involve substantial risks and uncertainties. Such forward-looking statements concern our anticipated results and progress of our operations in future periods, planned exploration and development of our properties and plans related to our business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. All statements contained herein that are not clearly historical in nature are forward-looking, and the words “anticipate,” “believe,” “expect,” “estimate,” “may,” “might,” “will,” “could,” “can,” “shall,” “should,” “would,” “leading,” “objective,” “intend,” “contemplate,” “design,” “predict,” “potential,” “plan,” “target” and similar expressions are generally intended to identify forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements. Forward-looking statements in this prospectus and the documents incorporated by reference herein include, but are not limited to, statements with respect to risks related to:
• | our limited operating history in the lithium industry; |
• | our status as a development stage issuer, including our ability to identify lithium mineralization and achieve commercial lithium production; |
• | our reliance on the management teams of our equity method investments; |
• | mining, exploration and mine construction, if warranted, on our properties, including timing and uncertainties related to acquiring and maintaining mining, exploration, environmental and other licenses, permits, zoning, rezoning, access rights or approvals in Gaston County, North Carolina (including the Carolina Lithium project), McMinn County, Tennessee (including the Tennessee Lithium project), the Provinces of Quebec and Newfoundland and Labrador, Canada and Ghana, West Africa as well as properties that we may acquire or obtain an equity interest in the future; |
• | our ability to achieve and maintain profitability and to develop positive cash flows from our mining and processing activities; |
• | our exposure to cybersecurity threats and attacks; |
• | our estimates of mineral resources and whether mineral resources will ever be developed into mineral reserves; |
• | investment risk and operational costs associated with our exploration and development activities; |
• | our ability to develop and achieve production on our properties; |
• | our ability to enter into and deliver products under offtake agreements; |
• | the pace of adoption and cost of developing electric transportation and storage technologies dependent upon lithium batteries; |
• | our ability to access capital and the financial markets; |
• | recruiting, training, developing and retaining employees, including our senior management team; |
• | possible defects in title of our properties; |
• | compliance with government regulations; |
• | environmental liabilities and reclamation costs; |
• | our operations being further disrupted and our financial results being adversely affected by public health threats, including the novel COVID-19 pandemic; |
• | estimates of and volatility in lithium prices or demand for lithium; |
• | our common stock price and trading volume volatility; |
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• | our failure to successfully execute our growth strategy, including any delays in our planned future growth; and |
• | other factors set forth under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |
You should not place undue reliance on forward-looking statements, which speak only as of the date that they were made. Moreover, you should consider these cautionary statements in connection with any written or oral forward-looking statements that we may issue in the future. Except as required by law, we do not undertake any obligation to release publicly any revisions to forward-looking statements after completion of this offering to reflect later events or circumstances or to reflect the occurrence of unanticipated events. In light of the risks and uncertainties described above, the forward-looking events and circumstances discussed in this prospectus and the documents incorporated by reference might not occur and are not guarantees of future performance.
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We are a U.S.-based development-stage company aiming to become one of the leading producers of lithium hydroxide in North America. As the world, the American government, and industries mobilize to support global decarbonization through the electrification of transportation, we are poised to become a critical contributor to the U.S. electric vehicle and battery manufacturing supply chains.
Since 2021, electric vehicle and battery companies have announced significant commitments to build new or expanded manufacturing operations across the U.S., which is expected to exponentially and rapidly drive domestic demand for lithium far beyond current or projected capacity over the next decade. Piedmont Lithium, as a U.S.-based company, is well positioned to benefit from federal policies and funding established to facilitate the expedited development of a robust domestic supply chain and clean energy economy, while strengthening national and global energy security. Manufacturing facilities for electric vehicles, batteries, and related components are typically constructed in two to three years; however, the development of lithium resources from exploration to production requires a much longer time frame. We believe this prolonged time frame for resource development poses the greatest challenge to the emerging electrification industry and represents increased opportunity for lithium producers.
To support growing U.S. lithium demand, we have spent the past eight years developing a portfolio that now includes four key projects: wholly-owned Carolina Lithium and Tennessee Lithium, and strategic investments in Quebec, Canada, with Sayona Quebec’s NAL, and in Ghana with Atlantic Lithium’s Ewoyaa. NAL began supplying spodumene concentrate to the market in the third quarter of 2023. A final investment decision for Ewoyaa is expected upon receipt of all government and regulatory approvals for the project. Carolina Lithium is being developed as a fully integrated spodumene ore-to-lithium hydroxide project designed to produce 30,000 metric tons of lithium hydroxide annually. We expect spodumene concentrate from Ewoyaa will serve as the primary feedstock for Tennessee Lithium. Tennessee Lithium is being designed to produce 30,000 metric tons of lithium hydroxide annually.
We currently plan to produce an estimated 60,000 metric tons per year of domestic lithium hydroxide, which would be significantly accretive to today’s total estimated U.S. annual production capacity of approximately 20,000 metric tons per year. Our lithium hydroxide capacity and revenue generation are expected to be supported by production of, or offtake rights to, approximately 525,000 metric tons of spodumene concentrate annually.
Our projects and strategic investments are being developed on a measured timeline to provide the potential for near-term cash flow and long-term value maximization as we explore opportunities to grow our hard rock lithium base through other investments. The development timelines are subject to permitting, regulatory approvals, funding, successful project execution, and market dynamics. We also continue to evaluate opportunities to further expand our resource base and production capacity.
As we continue to advance our goal of becoming one of the leading manufacturers of lithium products in North America, we expect to capitalize on our competitive strengths, including our life-of-mine offtake agreement with Sayona Quebec, scale and diversification of lithium resources, advantageous locations of projects and assets, access to a variety of funding options, opportunities to leverage our greenfield projects, and a highly experienced management team.
Piedmont Lithium Inc. is incorporated in the State of Delaware. We maintain executive offices at 42 E. Catawba Street, Belmont, NC, 28012, and our telephone number is (704) 461-8000. Our website address is www.piedmontlithium.com. The information contained on our website or available through our website is not incorporated by reference into and should not be considered a part of this prospectus, and the reference to our website in this prospectus is an inactive textual reference only.
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Investing in our securities involves risks. You should carefully consider the risks, uncertainties and other factors described in our most recent Annual Report on Form 10-K, as supplemented and updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we have filed or will file with the SEC, and in other documents which are incorporated by reference into this prospectus, as well as the risk factors and other information contained in or incorporated by reference into any accompanying prospectus supplement before investing in any of our securities. Our financial condition, results of operations or cash flows could be materially adversely affected by any of these risks. The risks and uncertainties described in the documents incorporated by reference herein are not the only risks and uncertainties that you may face.
For more information about our SEC filings, please see “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”
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Unless otherwise specified in a prospectus supplement accompanying this prospectus, the net proceeds from the sale by us of the securities to which this prospectus relates will be used for general corporate purposes. Net proceeds may be temporarily invested prior to use. When we offer and sell the securities to which this prospectus relates, the prospectus supplement related to such offering will set forth our intended use of the proceeds, if any, received from the sale of such securities.
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DESCRIPTION OF CAPITAL STOCK
General
Under our Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”), 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.
Common Stock
Voting Rights. The holders of our common stock are entitled to one vote per share on all matters on which stockholders are generally entitled to vote; provided, however, that, except as otherwise required by law, holders of common stock, as such, are not entitled to vote on any amendment to our Certificate of Incorporation that relates solely to the terms of one or more outstanding series of preferred stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to our Certificate of Incorporation. Holders of our common stock do not have cumulative voting rights in the election of directors. Accordingly, the holders of a majority of the combined voting power of our common stock could, if they so choose, elect all the directors.
Dividends. Subject to the rights of the holders of any outstanding series of preferred stock, holders of common stock are entitled to receive any dividends to the extent permitted by law when, as and if declared by our board of directors.
Liquidation. Upon our dissolution, liquidation or winding up of the Company, subject to the rights of the holders of any outstanding series of preferred stock, the holders of shares of common stock are entitled to receive the assets of the Company available for distribution to its stockholders ratably in proportion to the number of shares held by them.
Other Matters. Our Certificate of Incorporation does not entitle holders of our common stock to preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to our common stock. The common stock may be subdivided or combined in any manner unless the other class is subdivided or combined in the same proportion. All outstanding shares of our common stock are fully paid and non-assessable.
Authorized but Unissued Preferred Stock
Unless required by law or by any stock exchange on which our common stock may be listed, the authorized shares of preferred stock will be available for issuance without further action by our stockholders. Delaware law does not require stockholder approval for any issuance of authorized shares. However, the listing requirements of Nasdaq, which apply as long as our common stock is listed on Nasdaq, require stockholder approval of certain issuances equal to or exceeding 20% of the combined voting power of our common stock. These additional shares may be used for a variety of corporate purposes, including future public offerings to raise additional capital, acquisitions and employee benefit plans.
Our Certificate of Incorporation authorizes our board of directors to establish from time to time the number of shares to be included in each series of preferred stock, and to fix the designation, powers, preferences, and relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions, if any, of the shares of each series of preferred stock. Our board of directors is also able to increase or decrease the number of authorized shares of any series of preferred stock (but not below the number of shares of that series of preferred stock then outstanding) without any further vote or action by the stockholders.
The existence of unissued and unreserved common stock or preferred stock may enable our board of directors to issue shares to persons friendly to current management, which could render more difficult or discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise, and could thereby protect the continuity of our management and possibly deprive stockholders of opportunities to sell their shares of common stock at prices higher than prevailing market prices.
Anti-Takeover Effects of Delaware Law, Our Certificate of Incorporation and Our By-laws
Certain provisions of Delaware law, our Certificate of Incorporation and our Amended and Restated By-laws (“By-laws”) could make the acquisition of the Company more difficult and could delay, defer or prevent a tender offer or other takeover attempt that a stockholder might consider to be in its best interest, including
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takeover attempts that might result in the payment of a premium to stockholders over the market price for their shares. These provisions also may promote the continuity of our management by making it more difficult for a person to remove or change the incumbent members of our board of directors.
Authorized but Unissued Shares; Undesignated Preferred Stock. The authorized but unissued shares of our common stock are available for future issuance without stockholder approval except as required by law or by any stock exchange on which our common stock may be listed. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, acquisitions and employee benefit plans. In addition, our board of directors may authorize, without stockholder approval, the issuance of undesignated preferred stock with voting rights or other rights or preferences designated from time to time by our board of directors. The existence of authorized but unissued shares of common stock or preferred stock may enable our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise.
Board Classification. Our Certificate of Incorporation provides that our board of directors is divided into three classes of directors, with the classes to be as nearly equal in number as possible, and with the directors serving three-year terms. As a result, approximately one-third of our board of directors is elected each year. The classification of directors has the effect of making it more difficult for stockholders to change the composition of our board of directors. Our Certificate of Incorporation and our By-laws provide that, subject to any rights of holders of preferred stock to elect additional directors under specified circumstances, the number of directors may be fixed from time to time exclusively pursuant to a resolution adopted by our board of directors.
No Cumulative Voting. Holders of our common stock do not have cumulative voting rights in the election of directors.
Special Meetings of Stockholders. Our Certificate of Incorporation and our By-laws provide that special meetings of our stockholders may be called only by our board of directors. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting by or at the direction of our board of directors.
Stockholder Action by Written Consent. Pursuant to Section 228 of the DGCL, any action required to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of our stock entitled to vote thereon were present and voted, unless our certificate of incorporation provides otherwise. Our Certificate of Incorporation precludes stockholder action by written consent.
Advance Notice Requirements for Stockholder Proposals and Nomination of Directors. Our By-laws require stockholders seeking to bring business before an annual meeting of stockholders, or to nominate individuals for election as directors at an annual or special meeting of stockholders, to provide timely notice in writing. To be timely, a stockholder’s notice must be delivered to the secretary at our principal executive offices not later than the close of business on the 90th day nor earlier than the close of business on the 120th day, prior to the anniversary of the preceding year’s annual meeting. However, in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, such notice will be timely only if delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the tenth day following the date on which a public announcement of the date of such annual meeting is first made by us. Our By-laws also specify requirements as to the form and content of a stockholder’s notice. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our meetings of stockholders. These provisions may also discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the potential acquiror’s own slate of directors or otherwise attempting to obtain control of the Company.
Removal of Directors; Vacancies. Under the DGCL, unless otherwise provided in our Certificate of Incorporation, directors serving on a classified board may be removed by the stockholders only for cause. Our Certificate of Incorporation provides that directors may only be removed for cause and only by the affirmative vote of holders of at least 662∕3% in the voting power of the stock outstanding and entitled to vote thereon. In addition, our Certificate of Incorporation also provides that any newly created directorship on our board of
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directors resulting from any increase in the authorized number of directors and any vacancies in our board of directors may be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum, or by the sole remaining director (and not by the stockholders).
Supermajority Provisions. Our Certificate of Incorporation and our By-laws provide that our board of directors is expressly authorized to adopt, amend or repeal our By-laws without a stockholder vote. Any adoption, amendment or repeal of our By-laws by our stockholders requires the affirmative vote of the holders of at least 662∕3% of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class.
The DGCL provides generally that the affirmative vote of a majority of the outstanding shares entitled to vote thereon, voting together as a single class, is required to amend a corporation’s certificate of incorporation, unless the certificate of incorporation requires a greater percentage. Our Certificate of Incorporation provides that the affirmative vote of at least 662∕3% of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, is required to amend or repeal, or adopt any provision inconsistent with, the following provisions in our Certificate of Incorporation, among others:
• | the provisions providing for a classified board of directors (the election and term of our directors); |
• | the provisions regarding removal of directors; |
• | the provisions regarding filling vacancies on our board of directors and newly created directorships; |
• | the provisions precluding stockholder action by written consent; |
• | the provisions regarding calling special meetings of stockholders; |
• | the provision requiring a 662∕3% supermajority vote for stockholders to amend our By-laws; |
• | the provisions eliminating monetary damages for breaches of fiduciary duty by a director; and |
• | the amendment provision requiring that the above provisions be amended only with a 662∕3% supermajority vote. |
Section 203 of the Delaware General Corporation Law. Our Certificate of Incorporation provides that we are not governed by, or otherwise subject to, Section 203 of the DGCL.
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DESCRIPTION OF THE DEBT SECURITIES
The following is a general description of the debt securities that we may offer from time to time. The particular terms of the debt securities offered by any prospectus supplement and the extent, if any, to which the general provisions described below may apply to those securities will be described in the applicable prospectus supplement. We also may sell hybrid securities that combine certain features of debt securities and other securities described in this prospectus. As you read this section, please remember that the specific terms of a debt security as described in the applicable prospectus supplement will supplement and may modify or replace the general terms described in this section. If there are differences between the applicable prospectus supplement and this prospectus, the applicable prospectus supplement will control. As a result, the statements we make in this section may not apply to the debt security you purchase.
As used in this “Description of the Debt Securities,” the “Company” refers to Piedmont Lithium Inc. and does not, unless the context otherwise indicates, include our subsidiaries. Capitalized terms used but not defined in this section have the respective meanings set forth in the applicable indenture.
General
The debt securities that we offer will be senior debt securities or subordinated debt securities and may be secured or unsecured. We expect to issue senior debt securities under an indenture, which we refer to as the senior indenture, to be entered into between the Company and the trustee named in the applicable prospectus supplement. We expect to issue subordinated debt securities under an indenture, which we refer to as the subordinated indenture, to be entered into between the Company and the trustee named in the applicable prospectus supplement. We expect to issue secured debt securities under an indenture, which we refer to as the secured indenture, to be entered into among the Company, the trustee and the collateral agent. We refer to the senior indenture, the subordinated indenture and the secured indenture as the indentures, and to each of the trustees under the indentures as a trustee. In addition, the indentures may be supplemented or amended as necessary to set forth the terms of any debt securities issued under the indentures. You should read the indentures, including any amendments or supplements, carefully to fully understand the terms of the debt securities. The forms of the senior indenture, the subordinated indenture and the secured indenture have been filed as exhibits to the registration statement of which this prospectus is a part. The indentures are subject to, and are governed by, the Trust Indenture Act of 1939.
The senior debt securities will be the Company’s unsubordinated obligations. They will rank equally with each other and all of our other unsubordinated debt, unless otherwise indicated in the applicable prospectus supplement. The subordinated debt securities will be subordinated in right of payment to the prior payment in full of our senior debt. See “—Subordination of Subordinated Debt Securities.” The subordinated debt securities will rank equally with each other and all other subordinated debt of the Company, unless otherwise indicated in the applicable prospectus supplement.
The indentures do not limit the amount of debt securities that can be issued thereunder and provide that debt securities of any series may be issued thereunder up to the aggregate principal amount that we may authorize from time to time. Unless otherwise provided in the applicable prospectus supplement, the indentures do not limit the amount of other indebtedness or securities that we may issue. Unless otherwise provided in the applicable prospectus supplement, we may issue debt securities of the same series at more than one time and, unless prohibited by the terms of the series, we may reopen a series for issuances of additional debt securities, without the consent of the holders of the outstanding debt securities of that series. All debt securities issued as a series, including those issued pursuant to any reopening of a series, will vote together as a single class unless otherwise described in the applicable prospectus supplement for such series.
Reference is made to the applicable prospectus supplement for the following and other possible terms of each series of the debt securities in respect of which this prospectus is being delivered:
(1)
| the title of the debt securities; |
(2)
| any limit upon the aggregate principal amount of the debt securities; |
(3)
| the price at which we will issue the debt securities; |
(4)
| if other than 100% of the principal amount, the portion of their principal amount payable upon maturity of the debt securities; |
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(5)
| the date or dates on which the principal of the debt securities will be payable (or method of determination thereof); |
(6)
| the rate or rates (or method of determination thereof) at which the debt securities will bear interest (including any interest rates applicable to overdue payments), if any, the date or dates from which any such interest will accrue and on which such interest will be payable, the record dates for the determination of the holders to whom interest is payable, and the dates on which any other amounts, if any, will be payable; |
(7)
| if other than as set forth herein, the place or places where the principal of, premium and other amounts, if any, and interest, if any, on the debt securities will be payable; |
(8)
| the price or prices at which, the period or periods within which and the terms and conditions upon which debt securities may be redeemed, in whole or in part, at our option; |
(9)
| our obligation, if any, to redeem, repurchase or repay debt securities, whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a holder thereof and the price or prices at which and the period or periods within which and the terms and conditions upon which securities of the series shall be redeemed, purchased or repaid, in whole or in part; |
(10)
| the denominations in which the debt securities shall be issuable; |
(11)
| the form of such debt securities, including such legends as required by law or as we deem necessary or appropriate, and the form of temporary global security that may be issued; |
(12)
| whether the debt securities are convertible into other securities of the Company or exchangeable into securities of another company and, if so, the terms and conditions of such conversion; |
(13)
| whether there are any authentication agents, paying agents, transfer agents or registrars with respect to the debt securities; |
(14)
| whether the debt securities will be represented in whole or in part by one or more global notes registered in the name of a depository or its nominee; |
(15)
| the ranking of such debt securities as senior debt securities or subordinated debt securities; |
(16)
| if other than U.S. dollars, the currency or currencies (including composite currencies or currency units) in which the debt securities may be purchased and in which payments on the debt securities will be made (which currencies may be different for payments of principal, premium or other amounts, if any, and/or interest, if any); |
(17)
| if the debt securities will be secured by any collateral, a description of the collateral and the terms and conditions of the security and realization provisions; |
(18)
| the provisions relating to any guarantee of the debt securities, including the ranking thereof; |
(19)
| the ability, if any, to defer payments of principal, interest, or other amounts; and |
(20)
| any other specific terms or conditions of the debt securities, including any additional events of default or covenants provided for with respect to the debt securities, and any terms that may be required by or advisable under applicable laws or regulations. |
“Principal” when used herein includes any premium on any series of the debt securities.
Unless otherwise provided in the applicable prospectus supplement relating to any debt securities, principal and interest, if any, will be payable, and transfers of the debt securities may be registered, at the office or offices or agency we maintain for such purposes, provided that payment of interest on the debt securities will be paid at such place by check mailed to the persons entitled thereto at the addresses of such persons appearing on the security register. Interest on the debt securities, if any, will be payable on any interest payment date to the persons in whose names the debt securities are registered at the close of business on the record date for such interest payment.
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The debt securities may be issued only in fully registered form and, unless otherwise provided in the applicable prospectus supplement relating to any debt securities, in minimum denominations of $1,000 and any integral multiple thereof. Additionally, the debt securities may be represented in whole or in part by one or more global notes registered in the name of a depository or its nominee and, if so represented, interests in such global note will be shown on, and transfers thereof will be effected only through, records maintained by the designated depository and its participants.
Unless otherwise provided in the applicable prospectus supplement relating to any debt securities, the debt securities may be exchanged for an equal aggregate principal amount of debt securities of the same series and date of maturity in such authorized denominations as may be requested upon surrender of the debt securities at an agency of the Company maintained for such purpose and upon fulfillment of all other requirements of such agent. No service charge will be made for any registration of transfer or exchange of the debt securities, but we may require payment of an amount sufficient to cover any tax or other governmental charge payable in connection therewith.
The indentures require the annual filing by the Company with the trustee of a certificate as to compliance with certain covenants contained in the indentures.
We will comply with Section 14(e) under the Exchange Act, to the extent applicable, and any other tender offer rules under the Exchange Act that may be applicable, in connection with any obligation to purchase debt securities at the option of the holders thereof. Any such obligation applicable to a series of debt securities will be described in the applicable prospectus supplement relating thereto.
The statements made hereunder relating to the indentures and the debt securities are summaries of certain provisions thereof and do not purport to be complete and are qualified in their entirety by reference to all provisions of the indentures and the debt securities and the descriptions thereof, if different, in the applicable prospectus supplement.
Registration, Transfer, Payment and Paying Agent
We will maintain an office or agency where the debt securities may be presented for payment, conversion, registration of transfer and exchange. The indenture trustee is appointed security registrar for purposes of registering, and registering transfers of, the debt securities. Unless otherwise indicated in a prospectus supplement, the indenture trustee also will act as paying agent, and will be authorized to pay principal and interest, if any, on any debt security of any series.
There will be no service charge for any registration of transfer or exchange of debt securities, but we or the indenture trustee may require a holder to pay any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of the debt securities, other than certain exchanges not involving any transfer, and other than certain exchanges or transfers as we may specify.
Subordination of Subordinated Debt Securities
We will set forth in the applicable prospectus supplement the terms and conditions, if any, upon which any series of subordinated debt securities is subordinated to debt securities of another series or to our other indebtedness. The terms will include a description of:
(1)
| the indebtedness ranking senior to the debt securities being offered; |
(2)
| the restrictions, if any, on payments to the holders of the debt securities being offered while a default with respect to the senior indebtedness is continuing; |
(3)
| the restrictions, if any, on payments to the holders of the debt securities being offered following an event of default; and |
(4)
| the provisions requiring holders of the debt securities being offered to remit some payments to the holders of senior indebtedness. |
Covenants
We will set forth in the applicable prospectus supplement any covenants applicable to any issue of debt securities.
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No Protection in the Event of a Change of Control
Unless we state otherwise in the applicable prospectus supplement, the debt securities will not contain any provisions which may afford holders of the debt securities protection in the event we have a change in control or in the event of a highly leveraged transaction (whether or not such transaction results in a change in control) which could adversely affect holders of debt securities.
Events of Default
Except as otherwise set forth in the prospectus supplement relating to any debt securities, an event of default with respect to the debt securities of any series is defined in the indentures as:
(1)
| default in the payment of any installment of interest upon any of the debt securities of such series as and when the same shall become due and payable, and continuance of such default for a period of 30 days; |
(2)
| default in the payment of all or any part of the principal of any of the debt securities of such series as and when the same shall become due and payable either at maturity, upon any redemption or repurchase, by declaration or otherwise; |
(3)
| default in the performance, or breach, of any other covenant or warranty contained in the debt securities of such series or set forth in the applicable indenture (other than the failure to comply with any covenant or agreement to file with the trustee information required to be filed with the SEC or a default in the performance or breach of a covenant or warranty included in the applicable indenture solely for the benefit of one or more series of debt securities other than such series) and continuance of such default or breach for a period of 90 days after due notice by the trustee or by the holders of at least 25% in principal amount of the outstanding securities of such series; or |
(4)
| certain events of bankruptcy, insolvency or reorganization of the Company and, as specified in the relevant prospectus supplement, certain of our subsidiaries. |
Any failure to perform, or breach of, any covenant or agreement by the Company in respect of the debt securities with respect to the filing with the trustee of the information required to be filed with the SEC shall not be a default or an event of default. Remedies against the Company for any such failure or breach will be limited to liquidated damages. If there is such a failure or breach and continuance of such failure or breach for a period of 90 days after the date on which there has been given, by registered or certified mail, to the Company by the trustee or to the Company and the trustee by the holders of at least 25% in principal amount of the outstanding debt securities of such series, a written notice specifying such failure or breach and requiring it to be remedied and stating that such notice is a “Notice of Reporting Noncompliance” under the indenture, the Company will pay liquidated damages to all holders of debt securities, at a rate per year equal to 0.25% of the principal amount of such debt securities from the 90th day following such notice to and including the 150th day following such notice and at a rate per year equal to 0.5% of the principal amount of such Securities from and including the 151st day following such notice, until such failure or breach is cured.
Additional Events of Default may be added for the benefit of holders of certain series of debt securities that, if added, will be described in the prospectus supplement relating to such debt securities.
The indentures provide that the trustee shall notify the holders of debt securities of each series of any continuing default known to the trustee that has occurred with respect to such series within 90 days after the occurrence thereof. The indentures provide that, notwithstanding the foregoing, except in the case of default in the payment of the principal of, or interest, if any, on any of the debt securities of such series, the trustee may withhold such notice if the trustee in good faith determines that the withholding of such notice is in the interests of the holders of debt securities of such series. In addition, we will be required to deliver to the trustee, within 120 days after the end of each year, a certificate indicating whether the officers signing such certificate on our behalf know of any default with respect to the debt securities of any series that occurred during the previous year, specifying each such default and the nature thereof.
Except as otherwise set forth in the prospectus supplement relating to any debt securities, the indentures provide that, if an event of default (other than an event of default relating to certain events of bankruptcy, insolvency or reorganizations) with respect to any series of debt securities shall have occurred and be continuing, either the trustee or the holders of not less than 25% in aggregate principal amount of debt securities of such
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series then outstanding, by notice to the Company, may declare the principal amount of all debt securities of such series and accrued and unpaid interest to be due and payable immediately, but upon certain conditions such declaration may be annulled. Any past defaults and the consequences thereof, except a default in the payment of principal of or interest, if any, on debt securities of such series, may be waived by the holders of a majority in principal amount of the debt securities of such series then outstanding.
Subject to the provisions of the indentures relating to the duties of the trustee, in case an event of default with respect to any series of debt securities shall occur and be continuing, the trustee shall not be under any obligation to exercise any of the trusts or powers vested in it by the indentures at the request or direction of any of the holders of such series, unless such holders shall have offered to such trustee security or indemnity reasonably satisfactory to such trustee. The holders of a majority in aggregate principal amount of the debt securities of each series affected and then outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee under the applicable indenture or exercising any trust or power conferred on the trustee with respect to the debt securities of such series; provided that the trustee may refuse to follow any direction which is in conflict with any law or such indenture and subject to certain other limitations.
No holder of any debt security of any series will have any right by virtue or by availing of any provision of the indentures to institute any proceeding at law or in equity or in bankruptcy or otherwise with respect to the indentures or for any remedy thereunder, unless such holder shall have previously given the trustee written notice of an event of default with respect to debt securities of such series and unless the holders of at least 25% in aggregate principal amount of the outstanding debt securities of such series shall also have made written request, and offered reasonably satisfactory indemnity, to the trustee to institute such proceeding as trustee, and the trustee shall have failed to institute such proceeding within 60 days after its receipt of such request, and the trustee shall not have received from the holders of a majority in aggregate principal amount of the outstanding debt securities of such series a direction inconsistent with such request. However, the right of a holder of any debt security to receive payment of the principal of and interest, if any, on such debt security on or after the due dates expressed in such debt security, or to institute suit for the enforcement of any such payment on or after such dates, shall not be impaired or affected without the consent of such holder.
Merger
Each indenture provides that the Company may consolidate with or amalgamate or merge with or into, sell, convey or lease all or substantially all of its assets to any other corporation, if:
(1)
| either (a) the Company is the continuing company or (b) the successor company is a corporation incorporated under the laws of the United States or any state thereof, a member state of the European Union or any political subdivision thereof and expressly assumes the due and punctual payment of the principal of and interest on all the debt securities outstanding under such indenture according to their tenor and the due and punctual performance and observance of all of the covenants and conditions of such indenture to be performed or observed by us; and |
(2)
| the Company or such continuing or successor company, as the case may be, is not in material default, immediately after such amalgamation, merger, consolidation, sale, conveyance or lease, in the performance or observance of any such covenant or condition. |
Satisfaction and Discharge of the Indentures
The indenture with respect to any series of debt securities (except for certain specified surviving obligations, including our obligation to pay the principal of and interest, if any, on the debt securities of such series) will be discharged and cancelled upon the satisfaction of certain conditions, including the payment of all the debt securities of such series or the deposit with the trustee under such indenture of cash or appropriate government obligations or a combination thereof sufficient for such payment or redemption in accordance with the applicable indenture and the terms of the debt securities of such series.
Modification of the Indentures
The indentures contain provisions permitting the Company and the trustee thereunder, with the consent of the holders of not less than a majority in aggregate principal amount of the debt securities of each series at the time outstanding under the applicable indenture affected thereby, to execute supplemental indentures adding
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certain provisions to, or changing in any manner or eliminating any of the provisions of, the applicable indenture or any supplemental indenture or modifying in any manner the rights of the holders of the debt securities of each such series; provided that, unless otherwise provided in the applicable prospectus supplement, no such supplemental indenture may:
(1)
| extend the final maturity date of any debt security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of any interest thereon, or reduce any amount payable on redemption thereof, or impair or affect the right of any holder of debt securities to institute suit for payment thereof or, if the debt securities provide therefor, any right of repayment at the option of the holders of the debt securities, without the consent of the holder of each debt security so affected; |
(2)
| reduce the aforesaid percentage of debt securities of such series, the consent of the holders of which is required for any such supplemental indenture, without the consent of the holders of all debt securities of such series so affected; or |
(3)
| reduce the amount of principal payable upon acceleration of the maturity date of any original issue discount security. |
Additional amendments requiring the consent of each holder affected thereby may be added for the benefit of holders of certain series of debt securities and, if added, will be described in the applicable prospectus supplement relating to such debt securities.
Additionally, in certain circumstances prescribed in the indenture governing the relevant series of debt securities, the Company and the trustee may execute supplemental indentures without the consent of the holders of debt securities.
Defeasance
The indentures provide, if such provision is made applicable to the debt securities of any series, that the Company may elect to terminate, and be deemed to have satisfied, all of its obligations with respect to such debt securities (except for the obligations to register the transfer or exchange of such debt securities, to replace mutilated, destroyed, lost or stolen debt securities, to maintain an office or agency in respect of the debt securities, to compensate and indemnify the trustee and to punctually pay or cause to be paid the principal of, and interest, if any, on all debt securities of such series when due) (“defeasance”) upon the deposit with the trustee, in trust for such purpose, of funds and/or government obligations which through the payment of principal and interest in accordance with their terms will provide funds in an amount sufficient to pay the principal of and premium and interest, if any, on the outstanding debt securities of such series, and any mandatory sinking fund or analogous payments thereon, on the scheduled due dates therefor. Such a trust may be established only if the Company complies with certain conditions, including delivery to the trustee of an opinion of counsel confirming that, subject to customary assumptions and exclusions, the holders of such debt securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
The applicable prospectus supplement may further describe these or other provisions, if any, permitting defeasance with respect to the debt securities of any series.
Global Debt Securities
The debt securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depository (a “Debt Depository”) identified in the applicable prospectus supplement. Global securities may be issued only in fully registered form and in either temporary or permanent form. Unless otherwise provided in such prospectus supplement, debt securities that are represented by a global security will be issued in denominations of $1,000 or any integral multiple thereof and will be issued in registered form only, without coupons. Payments of principal of, and interest, if any, on debt securities represented by a global security will be made by the Company to the trustee under the applicable indenture, and then forwarded to the Debt Depository.
We anticipate that any global securities will be deposited with, or on behalf of, The Depository Trust Company (“DTC”), and that such global securities will be registered in the name of Cede & Co., DTC’s
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nominee. We further anticipate that the following provisions will apply to the depository arrangements with respect to any such global securities. Any additional or differing terms of the depository arrangements will be described in the applicable prospectus supplement relating to a particular series of debt securities issued in the form of global securities.
So long as DTC or its nominee is the registered owner of a global security, DTC or its nominee, as the case may be, will be considered the sole holder of the debt securities represented by such global security for all purposes under the applicable indenture. Except as described below, owners of beneficial interests in a global security will not be entitled to have debt securities represented by such global security registered in their names, will not receive or be entitled to receive physical delivery of debt securities in certificated form and will not be considered the owners or holders thereof under the applicable indenture. The laws of some states require that certain purchasers of securities take physical delivery of such securities in certificated form; accordingly, such laws may limit the transferability of beneficial interests in a global security.
If DTC is at any time unwilling or unable to continue as depository or if at any time DTC ceases to be a clearing agency registered under the Exchange Act if so required by applicable law or regulation, and, in either case, we do not appoint a successor Debt Depository within 90 days, we will issue individual debt securities in certificated form in exchange for the global securities. In addition, we may determine, at any time and subject to the procedures of DTC, not to have any debt securities represented by one or more global securities, and, in such event, will issue individual debt securities in certificated form in exchange for the relevant global securities. Beneficial interests in global securities will also be exchangeable for individual debt securities in certificated form in the event of a default or an Event of Default or upon prior written notice to the trustee by or on behalf of DTC or at the request of the owner of such beneficial interests, in accordance with the indenture. In any of the foregoing circumstances, an owner of a beneficial interest in a global security will be entitled to physical delivery of individual debt securities in certificated form of like tenor and rank, equal in principal amount to such beneficial interest, and to have such debt securities in certificated form registered in its name. Unless otherwise described in the applicable prospectus supplement, debt securities so issued in certificated form will be issued in denominations of $1,000 or any integral multiple thereof, and will be issued in registered form only, without coupons.
DTC is a limited purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that its participants (“Participants”) deposit with DTC. DTC also facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Participants’ accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations (“Direct Participants”). DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others, such as securities brokers and dealers, and banks and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). The rules applicable to DTC and its Participants are on file with the Commission.
Purchases of debt securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the debt securities on DTC’s records. The ownership interest of each actual purchaser of each debt security (“Beneficial Owner”) is in turn recorded on the Direct and Indirect Participants’ records. A Beneficial Owner does not receive written confirmation from DTC of its purchase, but is expected to receive a written confirmation providing details of the transaction, as well as periodic statements of its holdings, from the Direct or Indirect Participants through which such Beneficial Owner entered into the action. Transfers of ownership interests in debt securities are accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners do not receive certificates representing their ownership interests in debt securities, except as described above.
To facilitate subsequent transfers, the debt securities are registered in the name of DTC’s partnership nominee, Cede & Co. The deposit of the debt securities with DTC and their registration in the name of Cede & Co. will effect
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no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the debt securities; DTC records reflect only the identity of the Direct Participants to whose accounts debt securities are credited, which may or may not be the Beneficial Owners. The Participants remain responsible for keeping account of their holdings on behalf of their customers.
Delivery of notice and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners are governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
Neither DTC nor Cede & Co. consents or votes with respect to the debt securities. Under its usual procedures, DTC mails a proxy (an “Omnibus Proxy”) to the issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the debt securities are credited on the record date (identified on a list attached to the Omnibus Proxy).
Principal and interest payments, if any, on the debt securities will be made to DTC. DTC’s practice is to credit Direct Participants’ accounts on the payment date in accordance with their respective holdings as shown on DTC’s records, unless DTC has reason to believe that it will not receive payment on the payment date. Payments by Participants to Beneficial Owners are governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and are the responsibility of such Participant and not of DTC, the trustee or us, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest, if any, to DTC is our or the trustee’s responsibility, disbursement of such payments to Direct Participants is DTC’s responsibility, and disbursement of such payments to the Beneficial Owners is the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as securities depository with respect to the debt securities at any time by giving reasonable notice to us or the trustee. Under such circumstances, in the event that a successor securities depository is not appointed, debt security certificates are required to be printed and delivered.
We may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, debt security certificates will be printed and delivered.
We have obtained the information in this section concerning DTC and DTC’s book-entry system from sources that we believe to be reliable, but we take no responsibility for the accuracy of this information.
None of us, any underwriter or agent, the trustee or any applicable paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in a global security, or for maintaining, supervising or reviewing any records relating to such beneficial interest.
Trustee
The Bank of New York Mellon is to be the trustee under the indentures. The Company and its subsidiaries may maintain accounts and conduct other banking transactions with affiliates of the trustee.
No Personal Liability of Directors, Officers, Employees and Stockholders
No director, officer, employee, incorporator, stockholder, member, manager or partner of the Company, as such, will have any liability for any obligations of the Company under the debt securities of any series or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of debt securities of any series by accepting such debt securities waives and releases all such liability. The waiver and release are part of the consideration for issuance of such securities. The waiver may not be effective to waive liabilities under the federal securities laws.
Governing Law
The indentures and the debt securities will be governed by, and construed in accordance with, the laws of the State of New York.
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DESCRIPTION OF OTHER SECURITIES
We will set forth in the applicable prospectus supplement a description of any warrants, purchase contracts or units that may be offered pursuant to this prospectus. The warrants, purchase contracts and units and each warrant agreement, purchase contract agreement and unit agreement will be governed by the laws of the State of New York.
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CHESS DEPOSITARY INTERESTS
Any shares of common stock that we offer may be issued in Australia in the form of CDIs. If an offering includes such securities, it will be further described in a prospectus supplement.
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We may sell the offered securities through agents, through underwriters or dealers, directly to one or more purchasers or through a combination of any of these methods of sale. The prospectus supplement will include the following information:
• | the names of any underwriters, dealers or agents; |
• | the purchase price of securities from us and, if the purchase price is not payable in U.S. dollars, the currency or composite currency in which the purchase price is payable; |
• | the net proceeds to us from the sale of securities; |
• | any delayed delivery arrangements; |
• | any underwriting discounts, commissions and other items constituting underwriters’ compensation; |
• | any discounts or concessions allowed or reallowed or paid to dealers; and |
• | any commissions paid to agents. |
Sale Through Underwriters or Dealers
If we use underwriters in the sale, the underwriters will acquire the securities for their own account. The underwriters may resell the securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Underwriters may offer securities to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. Unless we inform you otherwise in the prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to certain conditions, and the underwriters will be obligated to purchase all the offered securities if they purchase any of them. The underwriters may change from time to time any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers. If we utilize an underwriter or underwriters in the sale, we will execute an underwriting agreement with such underwriters at the time of sale to them. Any underwriters will use the prospectus supplement to make sales of the securities in respect of which this prospectus is delivered to the public.
We may make sales of our common stock to or through one or more underwriters, dealers or agents in at-the-market offerings and will do so pursuant to the terms of a distribution agreement between the underwriters, dealers or agents and us. If we engage in at-the-market sales pursuant to a distribution agreement, we will issue and sell shares of our common stock to or through one or more underwriters, dealers or agents, which may act on an agency basis or on a principal basis. During the term of any such distribution agreement, we may sell shares on a daily basis in exchange transactions or otherwise as we agree with the underwriters, dealers or agent. The distribution agreement may provide that any shares of our common stock sold will be sold at prices related to the then prevailing market prices for our securities. Therefore, exact figures regarding net proceeds to us or commissions to be paid are impossible to determine and will be described in a prospectus supplement. Pursuant to the terms of the distribution agreement, we also may agree to sell, and the relevant underwriters, dealers or agents may agree to solicit offers to purchase, blocks of our common stock. The terms of each such distribution agreement will be set forth in more detail in a prospectus supplement to this prospectus. To the extent that any named underwriter, dealer or agent acts as principal pursuant to the terms of a distribution agreement, or if we offer to sell shares of our common stock through another dealer acting as underwriter, then such named underwriter may engage in certain transactions that stabilize, maintain or otherwise affect the price of our common stock. We will describe any such activities in the prospectus supplement relating to the transaction. To the extent that any named dealer or agent acts as agent on a best efforts basis pursuant to the terms of a distribution agreement, such dealer or agent will not engage in any such stabilization transactions.
In connection with any particular offering pursuant to this shelf registration statement, an underwriter may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids.
Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum price.
Over-allotment involves sales by an underwriter of shares in excess of the number of shares an underwriter is obligated to purchase, which creates a syndicate short position. The short position may be either a covered
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short position or a naked short position. In a covered short position, the number of shares over-allotted by an underwriter is not greater than the number of shares that it may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. An underwriter may close out any short position by either exercising its over-allotment option and/or purchasing shares in the open market.
Syndicate covering transactions involve purchases of the common shares in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, an underwriter will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. If an underwriter sells more shares than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if an underwriter is concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.
Penalty bids permit representatives to reclaim a selling concession from a syndicate member when the common shares originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.
These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common shares or preventing or retarding a decline in the market price of the common shares. As a result, the price of our common shares may be higher than the price that might otherwise exist in the open market. These transactions may be effected on Nasdaq or otherwise and, if commenced, may be discontinued at any time.
If we use dealers in the sale of securities, we will sell the securities to the dealers as principals. They may then resell those securities to the public at varying prices determined by the dealers at the time of resale. We will include in the prospectus supplement the names of the dealers and the terms of the transaction.
Direct Sales and Sales Through Agents
We may sell the securities directly, without the involvement of underwriters or agents. We also many sell the securities through agents we designate from time to time, who may be deemed to be underwriters as that term is defined in the Securities Act. In the prospectus supplement, we will name any agent involved in the offer or sale of the securities, and we will describe any commissions payable by us to the agent. Unless we inform you otherwise in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.
We may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect to any sale of those securities. We will describe the terms of any such sales in the prospectus supplement.
Delayed Delivery Contracts
If we so indicate in the prospectus supplement, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities from us at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The prospectus supplement would describe the commission payable for solicitation of those contracts.
General Information
We may have agreements with the agents, dealers and underwriters to indemnify them against certain civil liabilities, including liabilities under the Securities Act, or to contribute with respect to payments that the agents, dealers or underwriters may be required to make. Agents, dealers and underwriters may be customers of, engage in transactions with or perform services for us in the ordinary course of their business.
In order to comply with the securities laws of some states, if applicable, securities must be sold in those states only through registered or licensed brokers or dealers. In addition, some states may restrict us from selling securities unless the securities have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
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Unless otherwise specified in the prospectus supplement accompanying this prospectus, the validity of the securities being offered hereby will be passed upon for us by Gibson, Dunn & Crutcher LLP, New York, New York.
The consolidated financial statements incorporated in this prospectus by reference from the Company’s Annual Report on Form 10-K and the effectiveness of the Company’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
The consolidated financial statements of Sayona Mining Limited for the two years ended June 30, 2022, contained in the Company’s Annual Report on Form 10-K filed on February 29, 2024, have been so incorporated in reliance upon the authority of Nexia Brisbane Audit Pty Ltd, an independent registered public accounting firm, given upon their authority as experts in accounting and auditing.
The consolidated financial statements of Atlantic Lithium Limited for the two years ended June 30, 2022 contained in the Company’s Annual Report on Form 10-K filed on February 29, 2024, have been so incorporated in reliance upon the authority of BDO Audit Pty Ltd, an independent registered public accounting firm, given upon their authority as experts in accounting and auditing.
The estimates of mineral resources and ore reserves and related information of the Carolina Lithium Project incorporated by reference herein are based upon analyses contained in the Technical Report Summary, with an effective date of December 31, 2021, and performed by Marshall Miller & Associates, Inc., McGarry Geoconsulting Corp. and Primero Americas Inc. Such estimates and related information have been so incorporated in reliance upon the authority of such firms as experts in such matters. The Company, with input from the firms and experts responsible for the original delineation of mineral resources and ore reserves, continues to develop internal plans to both optimize the project with respect to production rates, equipment selectivity, mining methods, amongst other factors and mitigate operational, environmental, and permitting risks. Outcomes of such work have not been incorporated into estimations of mineral resources or ore reserves at the present time, and such estimates as reflected in the Company’s various filings maintain an effective Date of December 31, 2021.
The estimates of mineral resources and ore reserves and related information of North American Lithium incorporated by reference herein are based upon analyses contained in the Technical Report Summary, with an effective date of December 31, 2023, and performed by Sayona Quebec, Inc. and Synectiq Inc. Such estimates and related information have been so incorporated in reliance upon the authority of such firms as experts in such matters.
The estimates of mineral resources and ore reserves and related information of the Authier Lithium Project incorporated by reference herein are based upon analyses contained in the Technical Report Summary, with an effective date of December 31, 2023, and performed by Sayona Quebec, Inc. and SGS Canada Inc. Such estimates and related information have been so incorporated in reliance upon the authority of such firms as experts in such matters.
The estimates of mineral resources and ore reserves and related information of the Ewoyaa Lithium Project incorporated by reference herein are based upon analyses contained in the Technical Report Summary, with an effective date of December 31, 2023, and performed by Ashmore Advisory Pty Ltd., Mining Focus Consultants Pty Ltd., Atlantic Lithium Ltd., and Trinol Pty Ltd. Such estimates and related information have been so incorporated in reliance upon the authority of such firms as experts in such matters.
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PIEDMONT LITHIUM INC.
COMMON STOCK
PREFERRED STOCK
DEBT SECURITIES
WARRANTS
DEPOSITARY SHARES
PURCHASE CONTRACTS
UNITS
PROSPECTUS
, 2024
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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PROSPECTUS
Subject to Completion, dated May 14, 2024
Up to 115,339 Shares
PIEDMONT LITHIUM INC.
Common Stock
This prospectus relates to the resale of up to 115,339 shares of common stock by the selling stockholders named in this prospectus (the “selling stockholders”), which were issued by us in a private placement of our common stock. The selling stockholders may sell these shares through public or private transactions at market prices prevailing at the time of sale or at negotiated prices. We provide more information about how the selling stockholders may sell their shares of common stock in the section of this prospectus entitled “Plan of Distribution.” The selling stockholders will receive all of the proceeds from the sale of shares of our common stock in this offering.
Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “PLL.” The last reported sale price of our common stock on Nasdaq on May 13, 2024 was $14.30 per share.
You should carefully read this prospectus, together with the documents we incorporate by reference, before you invest in our common stock.
Investing in our common stock involves risks. See “Risk Factors” in this prospectus. You should also consider the risk factors described in the documents incorporated by reference into this prospectus, including the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 29, 2024 (the “2023 Form 10-K”).
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Prospectus dated , 2024
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You should rely only on the information contained in or incorporated by reference in this prospectus and the documents incorporated by reference herein or that is contained in any prospectus supplement or free writing prospectus prepared by us or on our behalf. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in or incorporated by reference into this prospectus. You must not rely on any unauthorized information or representations. This prospectus does not offer to sell or ask for offers to buy any securities other than those to which it relates and it does not constitute an offer to sell or ask for offers to buy any of the securities in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the securities. The information contained in this prospectus or any document incorporated by reference in each of them is current only as of its date. Our business, financial condition, results of operations and prospects may have changed since those dates.
You should assume that the information appearing in this prospectus and in the documents incorporated by reference herein or that is contained in any prospectus supplement or free writing prospectus issued by us is accurate only as of their respective dates. Our business, financial condition, results of operation and prospects may have changed since those dates.
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It is important for you to read and consider all of the information contained in this prospectus in making your investment decision. You also should read and consider the information in the documents we have referred you to in “Where You Can Find Additional Information” in this prospectus.
We include cross-references in this prospectus to captions in these materials where you can find additional related discussions. The table of contents in this prospectus provides the pages on which these captions are located.
In this prospectus, except as otherwise indicated or as the context otherwise requires, all references to “Piedmont Lithium Inc.” refer to Piedmont Lithium Inc. on an unconsolidated basis and all references to “Piedmont,” the “Company,” “we,” “us,” “our” and “ours” refer to Piedmont Lithium Inc. and its consolidated subsidiaries. The term “you” refers to a prospective investor.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and information incorporated by reference into each of them, and any related free-writing prospectus contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that involve substantial risks and uncertainties. Such forward-looking statements concern our anticipated results and progress of our operations in future periods, planned exploration and development of our properties and plans related to our business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. All statements contained herein that are not clearly historical in nature are forward-looking, and the words “anticipate,” “believe,” “expect,” “estimate,” “may,” “might,” “will,” “could,” “can,” “shall,” “should,” “would,” “leading,” “objective,” “intend,” “contemplate,” “design,” “predict,” “potential,” “plan,” “target” and similar expressions are generally intended to identify forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements. Forward-looking statements in this prospectus and the documents incorporated by reference herein include, but are not limited to, statements with respect to risks related to:
• | our limited operating history in the lithium industry; |
• | our status as a development stage issuer, including our ability to identify lithium mineralization and achieve commercial lithium production; |
• | our reliance on the management teams of our equity method investments; |
• | mining, exploration and mine construction, if warranted, on our properties, including timing and uncertainties related to acquiring and maintaining mining, exploration, environmental and other licenses, permits, zoning, rezoning, access rights or approvals in Gaston County, North Carolina (including the Carolina Lithium project), McMinn County, Tennessee (including the Tennessee Lithium project), the Provinces of Quebec and Newfoundland and Labrador, Canada and Ghana, West Africa as well as properties that we may acquire or obtain an equity interest in the future; |
• | our ability to achieve and maintain profitability and to develop positive cash flows from our mining and processing activities; |
• | our exposure to cybersecurity threats and attacks; |
• | our estimates of mineral resources and whether mineral resources will ever be developed into mineral reserves; |
• | investment risk and operational costs associated with our exploration and development activities; |
• | our ability to develop and achieve production on our properties; |
• | our ability to enter into and deliver products under offtake agreements; |
• | the pace of adoption and cost of developing electric transportation and storage technologies dependent upon lithium batteries; |
• | our ability to access capital and the financial markets; |
• | recruiting, training, developing and retaining employees, including our senior management team; |
• | possible defects in title of our properties; |
• | compliance with government regulations; |
• | environmental liabilities and reclamation costs; |
• | our operations being further disrupted and our financial results being adversely affected by public health threats, including the novel COVID-19 pandemic; |
• | estimates of and volatility in lithium prices or demand for lithium; |
• | our common stock price and trading volume volatility; |
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• | our failure to successfully execute our growth strategy, including any delays in our planned future growth; and |
• | other factors set forth under “Item 1A. Risk Factors” in our 2023 Form 10-K. |
You should not place undue reliance on forward-looking statements, which speak only as of the date that they were made. Moreover, you should consider these cautionary statements in connection with any written or oral forward-looking statements that we may issue in the future. Except as required by law, we do not undertake any obligation to release publicly any revisions to forward-looking statements after completion of this offering to reflect later events or circumstances or to reflect the occurrence of unanticipated events. In light of the risks and uncertainties described above, the forward-looking events and circumstances discussed in this prospectus and the documents incorporated by reference might not occur and are not guarantees of future performance.
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The following summary should be read together with the information contained in other parts of this prospectus and the information incorporated by reference herein. This summary highlights selected information from this prospectus regarding the offering of the shares of common stock. You should read this prospectus, including the documents we incorporate by reference, carefully to understand fully the terms of the offering as well as other considerations that are important to you in making a decision to invest in the shares of our common stock. You should pay special attention to the “Risk Factors” section of this prospectus and the “Risk Factors” section in our 2023 Form 10-K to determine whether an investment in the shares of common stock is appropriate for you.
We are a U.S.-based development-stage company aiming to become one of the leading producers of lithium hydroxide in North America. As the world, the American government, and industries mobilize to support global decarbonization through the electrification of transportation, we are poised to become a critical contributor to the U.S. electric vehicle and battery manufacturing supply chains.
Since 2021, electric vehicle and battery companies have announced significant commitments to build new or expanded manufacturing operations across the U.S., which is expected to exponentially and rapidly drive domestic demand for lithium far beyond current or projected capacity over the next decade. Piedmont Lithium, as a U.S.-based company, is well positioned to benefit from federal policies and funding established to facilitate the expedited development of a robust domestic supply chain and clean energy economy, while strengthening national and global energy security. Manufacturing facilities for electric vehicles, batteries, and related components are typically constructed in two to three years; however, the development of lithium resources from exploration to production requires a much longer time frame. We believe this prolonged time frame for resource development poses the greatest challenge to the emerging electrification industry and represents increased opportunity for lithium producers.
To support growing U.S. lithium demand, we have spent the past eight years developing a portfolio that now includes four key projects: wholly-owned Carolina Lithium and Tennessee Lithium, and strategic investments in Quebec, Canada, with Sayona Quebec’s NAL, and in Ghana with Atlantic Lithium’s Ewoyaa. NAL began supplying spodumene concentrate to the market in the third quarter of 2023. A final investment decision for Ewoyaa is expected upon receipt of all government and regulatory approvals for the project. Carolina Lithium is being developed as a fully integrated spodumene ore-to-lithium hydroxide project designed to produce 30,000 metric tons of lithium hydroxide annually. We expect spodumene concentrate from Ewoyaa will serve as the primary feedstock for Tennessee Lithium. Tennessee Lithium is being designed to produce 30,000 metric tons of lithium hydroxide annually.
We currently plan to produce an estimated 60,000 metric tons per year of domestic lithium hydroxide, which would be significantly accretive to today’s total estimated U.S. annual production capacity of approximately 20,000 metric tons per year. Our lithium hydroxide capacity and revenue generation are expected to be supported by production of, or offtake rights to, approximately 525,000 metric tons of spodumene concentrate annually.
Our projects and strategic investments are being developed on a measured timeline to provide the potential for near-term cash flow and long-term value maximization as we explore opportunities to grow our hard rock lithium base through other investments. The development timelines are subject to permitting, regulatory approvals, funding, successful project execution, and market dynamics. We also continue to evaluate opportunities to further expand our resource base and production capacity.
As we continue to advance our goal of becoming one of the leading manufacturers of lithium products in North America, we expect to capitalize on our competitive strengths, including our life-of-mine offtake agreement with Sayona Quebec, scale and diversification of lithium resources, advantageous locations of projects and assets, access to a variety of funding options, opportunities to leverage our greenfield projects, and a highly experienced management team.
Piedmont Lithium Inc. is incorporated in the State of Delaware. We maintain executive offices at 42 E. Catawba Street, Belmont, NC, 28012, and our telephone number is (704) 461-8000. Our website address is www.piedmontlithium.com. The information contained on our website or available through our website is not incorporated by reference into and should not be considered a part of this prospectus, and the reference to our website in this prospectus is an inactive textual reference only.
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Investing in our common stock involves risks. You should carefully consider the risks, uncertainties and other factors described in our 2023 Form 10-K, as supplemented and updated by subsequent Quarterly Reports on Form 10-Q, which we have filed or will file with the SEC, and in other documents which are incorporated by reference into this prospectus, before investing in any of our securities. Our financial condition, results of operations or cash flows could be materially adversely affected by any of these risks. The risks and uncertainties described in the documents incorporated by reference herein are not the only risks and uncertainties that you may face and new risks may emerge at any time and we cannot predict such risks or estimate the extent to which they may affect our financial performance.
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We will not receive any proceeds from the sale of any shares of common stock by the selling stockholders.
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DESCRIPTION OF CAPITAL STOCK
General
Under our Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”), 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.
Common Stock
Voting Rights. The holders of our common stock are entitled to one vote per share on all matters on which stockholders are generally entitled to vote; provided, however, that, except as otherwise required by law, holders of common stock, as such, are not entitled to vote on any amendment to our Certificate of Incorporation that relates solely to the terms of one or more outstanding series of preferred stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to our Certificate of Incorporation. Holders of our common stock do not have cumulative voting rights in the election of directors. Accordingly, the holders of a majority of the combined voting power of our common stock could, if they so choose, elect all the directors.
Dividends. Subject to the rights of the holders of any outstanding series of preferred stock, holders of common stock are entitled to receive any dividends to the extent permitted by law when, as and if declared by our board of directors.
Liquidation. Upon our dissolution, liquidation or winding up of the Company, subject to the rights of the holders of any outstanding series of preferred stock, the holders of shares of common stock are entitled to receive the assets of the Company available for distribution to its stockholders ratably in proportion to the number of shares held by them.
Other Matters. Our Certificate of Incorporation does not entitle holders of our common stock to preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to our common stock. The common stock may be subdivided or combined in any manner unless the other class is subdivided or combined in the same proportion. All outstanding shares of our common stock are fully paid and non-assessable.
Authorized but Unissued Preferred Stock
Unless required by law or by any stock exchange on which our common stock may be listed, the authorized shares of preferred stock will be available for issuance without further action by our stockholders. Delaware law does not require stockholder approval for any issuance of authorized shares. However, the listing requirements of Nasdaq, which apply as long as our common stock is listed on Nasdaq, require stockholder approval of certain issuances equal to or exceeding 20% of the combined voting power of our common stock. These additional shares may be used for a variety of corporate purposes, including future public offerings to raise additional capital, acquisitions and employee benefit plans.
Our Certificate of Incorporation authorizes our board of directors to establish from time to time the number of shares to be included in each series of preferred stock, and to fix the designation, powers, preferences, and relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions, if any, of the shares of each series of preferred stock. Our board of directors is also able to increase or decrease the number of authorized shares of any series of preferred stock (but not below the number of shares of that series of preferred stock then outstanding) without any further vote or action by the stockholders.
The existence of unissued and unreserved common stock or preferred stock may enable our board of directors to issue shares to persons friendly to current management, which could render more difficult or discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise, and could thereby protect the continuity of our management and possibly deprive stockholders of opportunities to sell their shares of common stock at prices higher than prevailing market prices.
Anti-Takeover Effects of Delaware Law, Our Certificate of Incorporation and Our By-laws
Certain provisions of Delaware law, our Certificate of Incorporation and our Amended and Restated By-laws (“By-laws”) could make the acquisition of the Company more difficult and could delay, defer or prevent a tender offer or other takeover attempt that a stockholder might consider to be in its best interest, including
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takeover attempts that might result in the payment of a premium to stockholders over the market price for their shares. These provisions also may promote the continuity of our management by making it more difficult for a person to remove or change the incumbent members of our board of directors.
Authorized but Unissued Shares; Undesignated Preferred Stock. The authorized but unissued shares of our common stock are available for future issuance without stockholder approval except as required by law or by any stock exchange on which our common stock may be listed. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, acquisitions and employee benefit plans. In addition, our board of directors may authorize, without stockholder approval, the issuance of undesignated preferred stock with voting rights or other rights or preferences designated from time to time by our board of directors. The existence of authorized but unissued shares of common stock or preferred stock may enable our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise.
Board Classification. Our Certificate of Incorporation provides that our board of directors is divided into three classes of directors, with the classes to be as nearly equal in number as possible, and with the directors serving three-year terms. As a result, approximately one-third of our board of directors is elected each year. The classification of directors has the effect of making it more difficult for stockholders to change the composition of our board of directors. Our Certificate of Incorporation and our By-laws provide that, subject to any rights of holders of preferred stock to elect additional directors under specified circumstances, the number of directors may be fixed from time to time exclusively pursuant to a resolution adopted by our board of directors.
No Cumulative Voting. Holders of our common stock do not have cumulative voting rights in the election of directors.
Special Meetings of Stockholders. Our Certificate of Incorporation and our By-laws provide that special meetings of our stockholders may be called only by our board of directors. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting by or at the direction of our board of directors.
Stockholder Action by Written Consent. Pursuant to Section 228 of the DGCL, any action required to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of our stock entitled to vote thereon were present and voted, unless our certificate of incorporation provides otherwise. Our Certificate of Incorporation precludes stockholder action by written consent.
Advance Notice Requirements for Stockholder Proposals and Nomination of Directors. Our By-laws require stockholders seeking to bring business before an annual meeting of stockholders, or to nominate individuals for election as directors at an annual or special meeting of stockholders, to provide timely notice in writing. To be timely, a stockholder’s notice must be delivered to the secretary at our principal executive offices not later than the close of business on the 90th day nor earlier than the close of business on the 120th day, prior to the anniversary of the preceding year’s annual meeting. However, in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, such notice will be timely only if delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the tenth day following the date on which a public announcement of the date of such annual meeting is first made by us. Our By-laws also specify requirements as to the form and content of a stockholder’s notice. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our meetings of stockholders. These provisions may also discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the potential acquiror’s own slate of directors or otherwise attempting to obtain control of the Company.
Removal of Directors; Vacancies. Under the DGCL, unless otherwise provided in our Certificate of Incorporation, directors serving on a classified board may be removed by the stockholders only for cause. Our Certificate of Incorporation provides that directors may only be removed for cause and only by the affirmative vote of holders of at least 662∕3% in the voting power of the stock outstanding and entitled to vote thereon. In addition, our Certificate of Incorporation also provides that any newly created directorship on our
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board of directors resulting from any increase in the authorized number of directors and any vacancies in our board of directors may be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum, or by the sole remaining director (and not by the stockholders).
Supermajority Provisions. Our Certificate of Incorporation and our By-laws provide that our board of directors is expressly authorized to adopt, amend or repeal our By-laws without a stockholder vote. Any adoption, amendment or repeal of our By-laws by our stockholders requires the affirmative vote of the holders of at least 662∕3% of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class.
The DGCL provides generally that the affirmative vote of a majority of the outstanding shares entitled to vote thereon, voting together as a single class, is required to amend a corporation’s certificate of incorporation, unless the certificate of incorporation requires a greater percentage. Our Certificate of Incorporation provides that the affirmative vote of at least 662∕3% of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, is required to amend or repeal, or adopt any provision inconsistent with, the following provisions in our Certificate of Incorporation, among others:
• | the provisions providing for a classified board of directors (the election and term of our directors); |
• | the provisions regarding removal of directors; |
• | the provisions regarding filling vacancies on our board of directors and newly created directorships; |
• | the provisions precluding stockholder action by written consent; |
• | the provisions regarding calling special meetings of stockholders; |
• | the provision requiring a 662∕3% supermajority vote for stockholders to amend our By-laws; |
• | the provisions eliminating monetary damages for breaches of fiduciary duty by a director; and |
• | the amendment provision requiring that the above provisions be amended only with a 662∕3% supermajority vote. |
Section 203 of the Delaware General Corporation Law. Our Certificate of Incorporation provides that we are not governed by, or otherwise subject to, Section 203 of the DGCL.
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This prospectus covers the public resale of the shares owned by the selling stockholders listed in the table below. The table below presents information regarding the selling stockholders and the shares that they may offer and sell from time to time under this prospectus.
The table also provides information regarding the beneficial ownership of our common stock by the selling stockholders as adjusted to reflect the assumed sale of all of the shares of common stock offered under this prospectus. The ownership percentage indicated in the following table is based on 19,369,394 total outstanding shares of our common stock as of May 3, 2024.
We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.
Benton Resources Inc. | | | 26,099 | | | (1) | | | 26,099 | | | — | | | — |
Sokoman Minerals Corp. | | | 26,099 | | | (1) | | | 26,099 | | | — | | | — |
Killick Lithium Inc. | | | 63,141 | | | (1) | | | 63,141 | | | — | | | — |
(1)
| Represents less than 1%. |
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The selling stockholders may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or negotiated prices. The selling stockholders may use any one or more of the following methods when selling shares:
• | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
• | block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
• | an exchange distribution in accordance with the rules of the applicable exchange; |
• | privately negotiated transactions; |
• | broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; |
• | a combination of any such methods of sale; and |
• | any other method permitted pursuant to applicable law. |
• | The selling stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus. |
Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated.
The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by the selling stockholders. The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act. In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also enter into option or other transactions with broker-dealers, who may then resell or otherwise transfer those shares. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares.
The selling stockholders and any broker-dealers or agents that are involved in selling the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.
Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.
There can be no assurance that the selling stockholders will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus.
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VALIDITY OF THE COMMON STOCK
The validity of the common stock offered hereby will be passed upon for us by Gibson, Dunn & Crutcher LLP, New York, New York.
The consolidated financial statements incorporated in this prospectus by reference from the Company’s Annual Report on Form 10-K and the effectiveness of the Company’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
The consolidated financial statements of Sayona Mining Limited for the two years ended June 30, 2022, contained in the Company’s Annual Report on Form 10-K filed on February 29, 2024, have been so incorporated in reliance upon the authority of Nexia Brisbane Audit Pty Ltd, an independent registered public accounting firm, given upon their authority as experts in accounting and auditing.
The consolidated financial statements of Atlantic Lithium Limited for the two years ended June 30, 2022, contained in the Company’s Annual Report on Form 10-K filed on February 29, 2024, have been so incorporated in reliance upon the authority of BDO Audit Pty Ltd, an independent registered public accounting firm, given upon their authority as experts in accounting and auditing.
The estimates of mineral resources and ore reserves and related information of the Carolina Lithium Project incorporated by reference herein are based upon analyses contained in the Technical Report Summary, with an effective date of December 31, 2021, and performed by Marshall Miller & Associates, Inc., McGarry Geoconsulting Corp. and Primero Americas Inc. Such estimates and related information have been so incorporated in reliance upon the authority of such firms as experts in such matters. The Company, with input from the firms and experts responsible for the original delineation of mineral resources and ore reserves, continues to develop internal plans to both optimize the project with respect to production rates, equipment selectivity, mining methods, amongst other factors and mitigate operational, environmental, and permitting risks. Outcomes of such work have not been incorporated into estimations of mineral resources or ore reserves at the present time, and such estimates as reflected in the Company’s various filings maintain an effective Date of December 31, 2021.
The estimates of mineral resources and ore reserves and related information of North American Lithium incorporated by reference herein are based upon analyses contained in the Technical Report Summary, with an effective date of December 31, 2023, and performed by Sayona Quebec, Inc. and Synectiq Inc. Such estimates and related information have been so incorporated in reliance upon the authority of such firms as experts in such matters.
The estimates of mineral resources and ore reserves and related information of the Authier Lithium Project incorporated by reference herein are based upon analyses contained in the Technical Report Summary, with an effective date of December 31, 2023, and performed by Sayona Quebec, Inc. and SGS Canada Inc. Such estimates and related information have been so incorporated in reliance upon the authority of such firms as experts in such matters.
The estimates of mineral resources and ore reserves and related information of the Ewoyaa Lithium Project incorporated by reference herein are based upon analyses contained in the Technical Report Summary, with an effective date of December 31, 2023, and performed by Ashmore Advisory Pty Ltd., Mining Focus Consultants Pty Ltd., Atlantic Lithium Ltd., and Trinol Pty Ltd. Such estimates and related information have been so incorporated in reliance upon the authority of such firms as experts in such matters.
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
We are subject to the informational requirements of the Exchange Act and, in accordance with these requirements, we file annual, quarterly and current reports, proxy statements and other information relating to our business, financial condition and other matters with the SEC. We are required to disclose in such reports certain information, as of particular dates, concerning our operating results and financial condition, officers and directors, principal holders of securities, any material interests of such persons in transactions with us and other matters.
Our filings are available to the public through the website maintained by the SEC at www.sec.gov. Our filings are also available on our investor relations website at www.piedmontlithium.com. You are encouraged to read the materials that we file with the SEC, which disclose important information about us. This information includes any filing we have made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. The information on our website or any other website is not incorporated by reference in this prospectus and should not be considered part of this prospectus or any other filing we make with the SEC.
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INCORPORATION BY REFERENCE
The SEC allows us to “incorporate by reference” into this prospectus, which means that we can disclose important information to you by referring you to another document that we filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except for any information superseded by information contained directly in this prospectus. These documents contain important information about us and our financial condition, business and results.
We are incorporating by reference our filings listed below and any additional documents that we may file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date we file this prospectus and before the termination of the offering of the securities made under this prospectus; except we are not incorporating by reference any information furnished (but not filed) under Item 2.02 or Item 7.01 of any Current Report on Form 8-K or corresponding information furnished under Item 9.01 of Form 8-K (or included as an exhibit) in any past or future current report on Form 8-K that we may file with the SEC, unless specifically noted below:
• | our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 29, 2024; |
• | the information responsive to part III of our Annual Report on Form 10-K for the year ended December 31, 2023, provided in our Definitive Proxy Statement on Schedule 14A filed on April 29, 2024; |
• | our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023; |
• | the description of our common stock contained in our Form 8-K12B filed on May 18, 2021, as updated by Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended June 30, 2021 filed with the SEC on September 24, 2021, and as subsequently amended or updated. |
Information in this prospectus supersedes related information in the documents listed above and information in subsequently filed documents supersedes related information in both this prospectus and the incorporated documents.
To obtain copies of documents incorporated by reference herein, see “Where You Can Find More Information.” In addition, upon written or oral request, we will provide to any person, at no cost to such person, including any beneficial owner to whom a copy of this prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in this prospectus. You may make such a request by writing or telephoning us at the following address or telephone number:
Piedmont Lithium Inc.
42 E Catawba Street
Belmont, North Carolina 28012
(704) 461-8000
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Up to 115,339 Shares
Common Stock
PROSPECTUS
, 2024
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14.
| Other Expenses of Issuance and Distribution. |
The following table shows the costs and expenses, other than underwriting discounts and commissions, payable in connection with the sale and distribution of the securities being registered. All amounts are estimated.
SEC registration fee | | | $74,141.42 |
Printing expenses | | | (1) |
Legal fees and expenses | | | (1) |
Accounting fees and expenses | | | (1) |
Transfer agent fees and expenses | | | (1) |
Rating agency fees | | | (1) |
Trustee’s and depositary’s fees and expenses | | | (1) |
Miscellaneous expenses | | | (1) |
Total | | | $ (1) |
(1)
| These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time. |
Item 15.
| Indemnification of Directors and Officers. |
Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”) permits a corporation to adopt a provision in its certificate of incorporation eliminating or limiting the personal liability of a director to the corporation and its stockholders for monetary damages for breach of fiduciary duty as a director. The DGCL currently provides that this limitation of liability does not apply to: (a) breach of the duty of loyalty, (b) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) unlawful distributions to stockholders under Section 174 of the DGCL or (d) a transaction from which the director derived an improper personal benefit.
Article X, Section 10.1 of the registrant’s Certificate of Incorporation provides that, to the fullest extent permitted by the DGCL as the same exists or may hereafter be amended, no director will be personally liable to the registrant or its stockholders for monetary damages for breach of fiduciary duty as a director.
Section 145(a) of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.
With respect to actions by or in the right of the corporation, a similar standard applies under Section 145(b) of the DGCL, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such action, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation.
Section 145(c) of the DGCL provides that a director or officer who is successful, on the merits or otherwise, in defense of any proceeding subject to the DGCL’s indemnification provisions shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith.
Section 145(e) of the DGCL provides that expenses incurred by a director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the
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director or officer to repay the amount if it is ultimately determined that he or she is not entitled to be indemnified by the corporation because he or she has not met the relevant standard of conduct described above.
Article VI of the registrant’s By-laws requires indemnification and the advancement of defense expenses to directors, officers and employees to the fullest extent permitted by the DGCL. The rights to indemnification and advancement granted under the DGCL and the By-laws are not exclusive of any other rights any person may have or acquire under any law, agreement, vote of stockholders or directors, provisions of a charter or by-laws, or otherwise.
The registrant maintains insurance for the benefit of its directors and officers to insure these persons against certain liabilities, whether or not the registrant would have the power to indemnify them against these liabilities under the DGCL.
The registrant intends to enter into certain indemnification agreements with its directors and officers. The indemnification agreements provide the registrant’s directors and officers with further indemnification, to the maximum extent permitted by the DGCL.
The foregoing summaries are subject to the text of the DGCL, the registrant’s Certificate of Incorporation and By-laws, and the indemnification agreements referred to above, and are qualified in their entirety by reference thereto.
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A list of exhibits filed with this registration statement is set forth in the Exhibit Index, and such exhibits are incorporated into this Item 16 by reference.
1.1 | | | Form of Underwriting Agreement* | | | |
| | | Amended and Restated Certificate of Incorporation | | | Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K12B (File No. 001-38427) filed with the SEC on May 18, 2021 |
| | | Amended and Restated By-Laws | | | Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-38427) filed with the SEC on February 24, 2023 |
| | | Form of Subordinated Debt Indenture** | | | |
| | | Form of Senior Debt Indenture** | | | |
| | | Form of Secured Debt Indenture** | | | |
4.6 | | | Form of Certificate of Designation, Powers and Preferences of Preferred Stock* | | | |
4.7 | | | Form of Warrant* | | | |
4.8 | | | Form of Warrant Agreement* | | | |
4.9 | | | Form of Depositary Agreement* | | | |
4.10 | | | Form of Depositary Receipt* | | | |
4.11 | | | Form of Purchase Contract Agreement* | | | |
4.12 | | | Form of Unit Agreement* | | | |
| | | Opinion of Gibson, Dunn & Crutcher LLP | | | |
| | | Consent of Deloitte & Touche LLP, independent registered public accounting firm | | | |
| | | Consent of Nexia Brisbane Audit Pty Ltd, independent registered public accounting firm | | | |
| | | Consent of BDO Audit Pty Ltd, independent registered public accounting firm | | | |
| | | Consent of Gibson, Dunn & Crutcher LLP (included as part of Exhibit 5.1) | | | |
| | | Consent of Qualified Person (Shaun Searle) (with respect to the Technical Report Summary of a Feasibility Study of the Ewoyaa Lithium Project in Ghana, dated February 26, 2024) | | | |
| | | Consent of Qualified Person (Harry Warries) (with respect to the Technical Report Summary of a Feasibility Study of the Ewoyaa Lithium Project in Ghana, dated February 26, 2024) | | | |
| | | Consent of Qualified Person (Keith Muller) (with respect to the Technical Report Summary of a Feasibility Study of the Ewoyaa Lithium Project in Ghana, dated February 26, 2024) | | | |
| | | Consent of Qualified Person (Noel O’Brien) (with respect to the Technical Report Summary of a Feasibility Study of the Ewoyaa Lithium Project in Ghana, dated February 26, 2024) | | | |
| | | Consent of Qualified Person (Lennard Kolff van Oosterwijk) (with respect to the Technical Report Summary of a Feasibility Study of the Ewoyaa Lithium Project in Ghana, dated February 26, 2024) | | | |
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| | | Consent of Qualified Person (Sylvain Collard) (with respect to the North American Lithium Technical Report Summary, dated February 27, 2024) | | | |
| | | Consent of Qualified Person (Jarrett Quinn) (with respect to the North American Lithium Technical Report Summary, dated February 27, 2024) | | | |
| | | Consent of Qualified Person (Ehouman N’Dah) (with respect to the North American Lithium Technical Report Summary, dated February 27, 2024) | | | |
| | | Consent of Qualified Person (Philippe Chabot) (with respect to the North American Lithium Technical Report Summary, dated February 27, 2024) | | | |
| | | Consent of Qualified Person (Sylvain Collard) (with respect to the Authier Technical Report Summary, dated February 27, 2024) | | | |
| | | Consent of Qualified Person (Jarrett Quinn) (with respect to the Authier Technical Report Summary, dated February 27, 2024) | | | |
| | | Consent of Qualified Person (Maxime Dupéré) (with respect to the Authier Technical Report Summary, dated February 27, 2024) | | | |
| | | Consent of Qualified Person (Philippe Chabot) (with respect to the Authier Technical Report Summary, dated February 27, 2024) | | | |
| | | Consent of Qualified Person (Dr. Steven Keim, Marshall, Miller & Associates) (with respect to the Technical Report Summary of a Feasibility Study of the Carolina Lithium Project, dated April 20, 2023) | | | |
| | | Consent of Qualified Person (Leon McGarry) (with respect to the Technical Report Summary of a Feasibility Study of the Carolina Lithium Project, dated April 20, 2023) | | | |
| | | Consent of Qualified Person (Peter Grigsby, Primero Americas Inc.) (with respect to the Technical Report Summary of a Feasibility Study of the Carolina Lithium Project, dated April 20, 2023) | | | |
| | | Powers of Attorney** | | | |
| | | Power of Attorney | | | |
25.1 | | | Statement of Eligibility of Trustee on Form T-1 with respect to the Subordinated Debt Indenture*** | | | |
25.2 | | | Statement of Eligibility of Trustee on Form T-1 with respect to the Senior Debt Indenture*** | | | |
25.3 | | | Statement of Eligibility of Trustee on Form T-1 with respect to the Secured Debt Indenture*** | | | |
| | | Filing Fee Table | | | |
*
| To be filed by amendment or as an exhibit to a document to be incorporated by reference herein. |
***
| To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939. |
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The undersigned registrant hereby undertakes:
(1)
| To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i)
| To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii)
| To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” table in the effective registration statement; and |
(iii)
| To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
provided, however, that paragraphs (i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2)
| That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3)
| To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4)
| That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(i)
| Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(ii)
| Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
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(5)
| That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i)
| Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii)
| Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii)
| The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv)
| Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(6)
| That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(7)
| Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
(i)
| For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
(ii)
| For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(9)
| To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant, Piedmont Lithium Inc., a Delaware company, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 3 to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Belmont, State of North Carolina, on May 14, 2024.
| | | PIEDMONT LITHIUM INC. |
| | | | | | |
| | | By: | | | /s/ Keith Phillips |
| | | Name: | | | Keith Phillips |
| | | Title: | | | President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 14, 2024.
/s/ Keith Phillips | | | President and Chief Executive Officer and Director (Principal Executive Officer) |
Keith Phillips | |
| | | |
* | | | Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) |
Michael White | |
| | | |
* | | | Chairman |
Jeffrey Armstrong | | | |
| | | |
* | | | Director |
Christina Alvord | | | |
| | | |
* | | | Director |
Jorge M. Beristain | | | |
| | | |
* | | | Director |
Michael Bless | | | |
| | | |
* | | | Director |
Claude Demby | | | |
| | | |
* | | | Director |
Dawne Hickton | | | |
*By: | | | /s/ Keith Phillips | | | |
| | | Keith Phillips
As Attorney-in-Fact | | | |
Exhibit 5.1
 |
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, NY 10166-0193
Tel 212.351.4000
www.gibsondunn.com |
May 14, 2024
Piedmont Lithium Inc.
42 E Catawba Street
Belmont, NC 28012
|
Re: |
Piedmont Lithium Inc.
Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as counsel to Piedmont Lithium Inc., a Delaware corporation
(the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of Amendment No. 3 to the Registration Statement on Form S-3 (Registration No. 333-259798) (as amended, the “Registration
Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration under the Securities Act and the proposed issuance and sale from time to time (a) by the selling stockholders identified in the
Registration Statement of up to 115,339 shares of Common Stock (the “Resale Shares”) and (b) by the Company of up to $500,000,000 pursuant to Rule 415 under the Securities Act, together or separately and in one or more series (if applicable)
of:
(i) the Company’s unsecured debt securities,
which may either be senior debt securities (“Senior Debt Securities”) or subordinated debt securities (the “Subordinated Debt Securities”) and either secured debt securities (“Secured Debt Securities”) or unsecured debt
securities (“Unsecured Debt Securities” and, collectively with the Senior Debt Securities, the Subordinated Debt Securities and the Secured Debt Securities, the “Debt Securities”);
(ii) shares of the Company’s common stock, par
value $0.0001 per share (excluding the Resale Shares) (the “Common Stock”), which may be issued in the form of CHESS depositary interests;
(iii) shares of the Company’s preferred stock, par
value $0.0001 per share (the “Preferred Stock”);
(iv) depositary shares each representing a fraction
of a share of a particular series of Preferred Stock (the “Depositary Shares”);
Abu Dhabi ● Beijing ● Brussels ●
Century City ● Dallas ● Denver ● Dubai ● Frankfurt ● Hong Kong ● Houston ● London ● Los Angeles
Munich ● New York ● Orange County ● Palo Alto ● Paris ● Riyadh ● San Francisco ● Singapore ● Washington, D.C.
Piedmont Lithium Inc.
May 14, 2024
Page 2
(v) contracts for the purchase or sale of Debt
Securities, Preferred Stock or Common Stock or other securities, currencies or commodities (the “Purchase Contracts”);
(vi) warrants for the purchase of Common Stock,
Preferred Stock, Depositary Shares or Debt Securities (the “Warrants”); and
(vii) units of the Company comprised of any
combination of Common Stock, Preferred Stock, Depositary Shares, Purchase Contracts, Debt Securities (the “Units”).
The Debt Securities, Common Stock, Preferred Stock,
Depositary Shares, Purchase Contracts, Warrants and Units are collectively referred to herein as the “Securities.” The Senior Debt Securities are to be issued under an indenture to be entered into between the Company and a financial
institution to be named at the time such indenture is executed (the “Trust Company”), as indenture trustee (the “Senior Base Indenture”). The Subordinated Debt Securities are to be issued under an indenture to be entered into between
the Company and Trust Company, as indenture trustee (the “Subordinated Base Indenture”). The Secured Debt Securities are to be issued under an indenture to be entered into among the Company and the Trust Company, as indenture trustee (the “Secured
Base Indenture,” and together with the Senior Base Indenture and the Subordinated Base Indenture, the “Base Indentures”).
In arriving at the opinions expressed below, we have examined originals, or copies certified
or otherwise identified to our satisfaction as being true and complete copies of the originals, of forms of the Base Indentures, forms of the Debt Securities and such other documents, corporate records, certificates of officers of the Company and of
public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons,
the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and
without independent investigation upon statements and representations of officers and other representatives of the Company and others.
We have assumed without independent investigation that:
(i) at the time any Securities or Resale Shares
are sold pursuant to the Registration Statement (the “Relevant Time”), the Registration Statement and any supplements and amendments thereto (including post-effective amendments) will be effective and will comply with all applicable laws;
Piedmont Lithium Inc.
May 14, 2024
Page 3
(ii) in the case of the Securities, at the Relevant
Time, a prospectus supplement will have been prepared and filed with the Commission describing the Securities offered thereby and all related documentation and will comply with all applicable laws;
(iii) all Securities and Resale Shares, as
applicable, will be issued and sold in the manner stated in the Registration Statement and the applicable prospectus supplement;
(iv) in the case of the Securities, at the Relevant
Time, all corporate or other action required to be taken by the Company to duly authorize each proposed issuance of Securities and any related documentation (including (i) the due reservation of any shares of Common Stock or Preferred Stock for
issuance upon exercise, conversion or exchange of any Securities for Common Stock or Preferred Stock (a “Convertible Security”), and (ii) the execution (in the case of certificated Securities), delivery and performance of the Securities and
any related documentation referred to in paragraphs 1 through 7 below) shall have been duly completed and shall remain in full force and effect;
(v) upon issuance of any Common Stock or Preferred
Stock, including upon exercise, conversion or exchange of any Convertible Security, the total number of shares of Common Stock or Preferred Stock issued and outstanding will not exceed the total number of shares of Common Stock or Preferred Stock, as
applicable, that the Company is then authorized to issue under its certificate of incorporation and other relevant documents;
(vi) in the case of Debt Securities, at the Relevant
Time, the relevant trustee shall have been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), a Statement of Eligibility of the Trustee on Form T-1 shall have been properly filed with the Commission and the relevant Base
Indenture shall have been duly executed and delivered by the Company and all other parties thereto and duly qualified under the TIA; and
(vii) at the Relevant Time, a definitive purchase,
underwriting or similar agreement and any other necessary agreement with respect to any Securities offered or issued will have been duly authorized by all necessary corporate or other action of the Company and duly executed and delivered by the
Company and the other parties thereto.
Piedmont Lithium Inc.
May 14, 2024
Page 4
Based on the foregoing and in reliance thereon, and subject to the
assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:
1. With respect to any Debt Securities, when:
|
a. |
the terms and conditions of such Debt Securities have been duly established by supplemental indenture or officers’
certificate in accordance with the terms and conditions of the relevant Base Indenture, |
|
b. |
any such supplemental indenture has been duly executed and delivered by the Company and the relevant trustee (together
with the relevant Base Indenture, the “Indenture”), and |
|
c. |
such Debt Securities have been executed (in the case of certificated Debt Securities), delivered and authenticated in
accordance with the terms of the applicable Indenture and issued and sold for the consideration set forth in the applicable definitive purchase, underwriting or similar agreement, |
such Debt Securities will be legal, valid and
binding obligations of the Company, enforceable against the Company in accordance with their respective terms.
2. With respect to any shares of Preferred Stock,
when:
|
a. |
the certificate of designations relating to such Preferred Stock (the “Certificate of Designations”) has been duly
executed and filed with the Office of the Secretary of State of the State of Delaware, |
|
b. |
such shares have been issued either (i) in accordance with the applicable definitive purchase, underwriting or similar
agreement and for the consideration therefor provided for therein or (ii) upon exercise, conversion or exchange of any Convertible Security and for any additional consideration specified in such Convertible Security or the instrument governing
such Convertible Security providing for such conversion or exercise, which consideration (including any consideration paid for such Convertible Security), on a per-share basis, shall in either event not be less than the par value of the
Preferred Stock, and |
Piedmont Lithium Inc.
May 14, 2024
Page 5
|
c. |
any such Convertible Security was previously validly issued and is fully paid an non-assessable (in the case of an equity
Security) or is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, |
such shares of Preferred Stock will be validly
issued, fully paid and non-assessable.
3. With respect to Depositary Shares, when:
|
a. |
a deposit agreement relating to such Depositary Shares (“Deposit Agreement”) has been duly executed and delivered
by the Company and the depositary appointed by the Company, |
|
b. |
the terms of the Depositary Shares have been established in accordance with the Deposit Agreement, and |
|
c. |
the depositary receipts representing the Depositary Shares have been duly executed and countersigned (in the case of
certificated Depositary Shares), registered and delivered in accordance with the related Deposit Agreement and the applicable definitive purchase, underwriting or similar agreement for the consideration provided therein, |
the depositary receipts evidencing the Depositary
Shares will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
4. With respect to shares of Common Stock
(excluding the Resale Shares), when:
|
a. |
such shares of Common Stock have been duly executed (in the case of certificated shares) and delivered either (i) in
accordance with the applicable definitive purchase, underwriting or similar agreement for the consideration provided for therein, or (ii) upon conversion or exercise of any Convertible Security, in accordance with the terms of such Convertible
Security or the instrument governing such Convertible Security providing for such conversion or exercise, and for any additional consideration specified therein, which consideration (including any consideration paid for such Convertible
Security), on a per-share basis, shall in either event not be less than the par value of the Common Stock, and |
Piedmont Lithium Inc.
May 14, 2024
Page 6
|
b. |
any such Convertible Security was previously validly issued and is fully paid and non-assessable (in the case of an
equity Security) or is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, |
such shares of Common Stock will be validly
issued, fully paid and non-assessable.
5. With respect to any Purchase Contracts, when:
|
a. |
the related purchase contract agreement (“Purchase Contract Agreement”), if any, has been duly executed by the
Company and each other party thereto, |
|
b. |
the terms of the Purchase Contracts have been established in accordance with the Purchase Contract Agreement, if any, or
the applicable definitive purchase, underwriting or similar agreement, |
|
c. |
the terms of any collateral or security arrangements relating to such Purchase Contracts have been established and the
agreements thereto have been validly executed and delivered by each of the parties thereto and any collateral has been deposited with the collateral agent, if applicable, in accordance with such arrangements, and |
|
d. |
such Purchase Contracts have been executed (in the case of certificated Purchase Contracts) and delivered in accordance
with the Purchase Contract Agreement, if any, and the applicable definitive purchase, underwriting or similar agreement for the consideration provided for therein, |
such Purchase Contracts will be legal, valid and
binding obligations of the Company, enforceable in accordance with their terms.
Piedmont Lithium Inc.
May 14, 2024
Page 7
6. With respect to any Warrants, when:
|
a. |
the warrant agreement relating to such Warrants (the “Warrant Agreement”), if any, has been duly executed and
delivered by the Company and each other party thereto, |
|
b. |
the terms of the Warrants have been established in accordance with the Warrant Agreement, if any, and the applicable
definitive purchase, underwriting or similar agreement, and |
|
c. |
the Warrants have been duly executed (in the case of certificated Warrants) and delivered in accordance with the Warrant
Agreement, if any, and the applicable definitive purchase, underwriting or similar agreement for the consideration provided for therein, |
such Warrants will be legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with their terms.
7. With respect to any Units, when:
|
a. |
the unit agreement relating to the Units (the “Unit Agreement”), if any, has been duly executed and delivered by
the Company and each other party thereto, |
|
b. |
the terms of the Units have been duly established in accordance with the Unit Agreement, if any, and the applicable
definitive purchase, underwriting or similar agreement, and |
|
c. |
the Units have been duly executed (in the case of certificated Units) and delivered in accordance with the Unit
Agreement, if any, and the applicable definitive purchase, underwriting or similar agreement for the consideration provided for therein, |
the Units will be legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with their terms.
Piedmont Lithium Inc.
May 14, 2024
Page 8
8. The Resale Shares are validly issued, fully
paid and non-assessable.
The opinions expressed above are subject to the following exceptions,
qualifications, limitations and assumptions:
A. We render no opinion herein as to matters
involving the laws of any jurisdiction other than the State of New York and the United States of America and, for purposes of paragraphs 2, 4 and 8 above, the Delaware General Corporation Law. We are not admitted to practice in the State of Delaware;
however, we are generally familiar with the Delaware General Corporation Law as currently in effect and have made such inquiries as we consider necessary to render the opinions contained in paragraphs 2, 4 and 8 above. Without limitation, we do not
express any opinion regarding any Delaware contract law. This opinion is limited to the effect of the current state of the laws of the State of New York, the United States of America and, to the limited extent set forth above, the laws of the State
of Delaware and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.
B. The opinions above with respect to the
Indenture, the Debt Securities, the depositary receipts representing the Depositary Shares, the Deposit Agreement, the Purchase Contracts, any Purchase Contract Agreement, the Warrants, the Warrant Agreement, the Units and the Unit Agreement
(collectively, the “Documents”) are each subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors’ generally, including without limitation
the effect of statutory or other laws regarding fraudulent transfers or preferential transfers, and (ii) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and the possible
unavailability of specific performance, injunctive relief or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law.
C. We express no opinion regarding the
effectiveness of (i) any waiver of stay, extension or usury laws; (ii) provisions relating to indemnification, exculpation or contribution, to the extent such provisions may be held unenforceable as contrary to public policy or federal or state
securities laws or due to the negligence or willful misconduct of the indemnified party; (iii) any provision in any Document waiving the right to object to venue in any court; (iv) any agreement to submit to the jurisdiction of any Federal court; (v)
any waiver of the right to jury trial or (vi) any provision to the effect that every right or remedy is cumulative and may be exercised in addition to any other right or remedy or that the election of some particular remedy does not preclude recourse
to one or more others.
Piedmont Lithium Inc.
May 14, 2024
Page 9
D. To the extent relevant to our opinions in
paragraphs 3, 5, 6 and 7 and not covered by our opinions in paragraphs 1, 2 or 4, we have assumed that any securities, currencies or commodities underlying, comprising or issuable upon exchange, conversion or exercise of any Depositary Shares,
Purchase Contracts, Warrants or Units are validly issued, fully paid and non-assessable (in the case of an equity security) or a legal, valid and binding obligation of the issuer thereof, enforceable against such issuer in accordance with its terms.
You have informed us that you intend to issue Securities from time to time
on a delayed or continuous basis, and we understand that prior to issuing any Securities pursuant to the Registration Statement (i) you will advise us in writing of the terms thereof, and (ii) you will afford us an opportunity to (x) review the
operative documents pursuant to which such Securities are to be issued or sold (including the applicable offering documents), and (y) file such supplement or amendment to this opinion (if any) as we may reasonably consider necessary or appropriate.
We consent to the filing of this opinion as an exhibit to the Registration
Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
We consent to the incorporation by reference in this Amendment No. 3 to Registration Statement No. 333-259798 on Form S-3 of our reports dated February 28, 2024, relating to the consolidated financial statements of
Piedmont Lithium Inc. and subsidiaries and the effectiveness of Piedmont Lithium Inc.'s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Piedmont Lithium Inc. for the year ended December 31, 2023. We also
consent to the reference to us under the heading "Experts" in such Registration Statement.
/s/ Deloitte & Touche LLP
Charlotte, North Carolina
May 14, 2024
Exhibit 23.2
 |
Nexia Brisbane Audit Pty Ltd
Level 28, 10 Eagle St
Brisbane QLD 4000
GPO Box 1189
Brisbane QLD 4001
E: email@mexiabrisbane.com.au
P: + 61 7 3229 2022
|
| |
|
|
Board of Directors
Piedmont Lithium Inc.
Belmont, North Carolina
|
nexia.com.au |
Dear Directors,
CONSENT
We hereby consent to the incorporation by reference in Amendment No. 3 to the Registration Statement on Form S-3 (No. 333-259798) of Piedmont Lithium Inc. of our
report dated February 26, 2023, relating to the consolidated financial statements of Sayona Mining Limited which appears in the Annual Report on Form 10-K filed by Piedmont Lithium Inc for the year ended December 31, 2022, and our report dated February
22, 2024, relating to the consolidated financial statements of Sayona Mining Limited which appears in the Annual Report on Form 10-K filed by Piedmont Lithium Inc for the year ended December 31, 2023. We also consent to the reference to us under the
heading “Experts” in the prospectuses therein.
/s/ Nexia Brisbane Audit Pty Ltd
Nexia Brisbane Audit Pty Ltd
/s/ Ann-Maree Robertson
Ann-Maree Robertson
Director
Date: 14 May 2024
Advisory. Tax. Audit
Registered Audit Company 299289
Nexia Brisbane Audit Pty Ltd (ABN 49 115 261 722) is a firm of Chartered
Accountants. It is affiliated with but independent from Nexia Australia Audit Pty Ltd. Nexia Australia Pty Ltd is a member of Nexia International, a leading, global network of independent accounting and consulting firms. For more information please
see www.nexia.com.au/legal. Neither Nexia International nor Nexia Australia Pty Ltd provide services to clients.
Liability limited under a scheme approved under Professional Standards
Legislation.
Exhibit 23.3
 |
Tel: +61 7 3237 5999
Fax: +61 7 3221 9227
www.bdo.com.au
|
Level 10, 12 Creek Street
Brisbane QLD 4000
GPO Box 457 Brisbane QLD 4001
Australia
|
Board of Directors
Piedmont Lithium Inc.
Belmont, North Carolina
14 May 2024
We hereby consent to the incorporation by reference in Amendment No. 3
to the Registration Statement on Form S-3 (No. 333-259798) of Piedmont Lithium Inc. of our report dated 23 February 2023, relating to the consolidated financial statements of Atlantic Lithium Limited which appears in the Annual Report on Form 10-K
for the year ended December 31, 2023, by Piedmont Lithium Inc. Our report contains an explanatory paragraph regarding Atlantic Lithium Limited’s ability to continue as a going concern. We also consent to the reference to us under the heading
“Experts” in the prospectuses therein.
BDO Audit Pty Ltd
/s/ Richard Swaby
Richard Swaby
Brisbane, Queensland, 14 May 2024
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national
association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by
guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
Consent of Qualified Person
In accordance with the requirements of Regulation S-K 1300 Modernization of Property Disclosures
§229.1302(b)(4)(iv) and §229.601(b)(23)
Report Description
Report titled “Technical Report Summary of a Definitive Feasibility Study of the Ewoyaa Lithium Project”
(“Report”)
Piedmont Lithium Inc.
(“Company”)
Ewoyaa Lithium Project
(“Deposit”)
February 26, 2024
(“Date of Report”)
Statement
I, Shaun Searle, of Ashmore Advisory Pty Ltd., confirm that:
| ● |
In connection with the filing of Amendment No. 3 to the Registration Statement on Form S-3 (No. 333-259798) of the Company (the “Amendment”), I consent to:
|
| |
o |
The incorporation by reference of the Technical Report Summary titled “Technical Report Summary of a Definitive Feasibility Study of the Ewoyaa Lithium Project in Ghana” (“TRS
– Definitive Feasibility Study”) filed with the Company’s 10-K February 29, 2024 into the Amendment; and,
|
| |
o |
The use of the Ashmore Advisory Pty Ltd. name, including our status as an expert or Qualified Person (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission) in
connection with the TRS – Definitive Feasibility Study; and,
|
| |
o |
The information derived, summarized, quoted or reference from the TRS – Definitive Feasibility Study, or portions thereof, that were prepared by us, that we supervised the preparation of and/or that was
reviewed or approved by us, that is reported or incorporated by reference into the Amendment.
|
| ● |
I have read and understood the requirements of the Regulation S-K 1300 Modernization of Property Disclosures.
|
| ● |
I am a “Qualified Person” as defined by Regulation S-K, and to the activity for which I am accepting responsibility.
|
| ● |
I have reviewed the Technical Report Summary to which this Consent Statement applies.
|
| ● |
I am a full-time employee of Ashmore Advisory Pty Ltd. who has been engaged by Atlantic Lithium Limited. to prepare the
documentation for the Ewoyaa Lithium Project on which the Report is based, for the period ended on December 31, 2023.
|
I verify that the Report is based on and fairly and accurately reflects in the form and context in which it appears, the information in our supporting documentation relating to:
| ● |
Section 1 – Executive Summary
|
| ● |
Section 6 – Geological Setting, Mineralization, and Deposit
|
| ● |
Section 8 - Sample Preparation, Analysis and Security
|
| ● |
Section 9 - Data Verification
|
| ● |
Section 11 - Mineral Resource Estimates
|
| ● |
Section 22.1 – Interpretation and Conclusions - Mineral Resource
|
| ● |
Section 23.1 – Recommendations - Mineral Resource
|
| ● |
Section 24.1 – References - Geology
|
| ● |
Section 25 – Reliance on Information Provided by the Registrant
|
CONSENT
I consent to the incorporation by reference of the Technical Report Summary by Piedmont Lithium Inc. (“Reporting Company”) into Amendment No. 3 to the
Registration Statement on Form S-3 (No. 333-259798) of the Reporting Company.
Additional Reports related to the Deposits for which the Qualified Person signing this form is accepting responsibility:
| ● |
The Reporting Company’s Annual Reports (10-K) for the next 12 months;
|
| ● |
The Reporting Company’s Quarterly Reports for the next 12 months;
|
| ● |
The Reporting Company’s Investor Presentations for the next 12 months;
|
| ● |
The Reporting Company’s future press releases for the next 12 months, until such time that the Report is superseded or this consent is otherwise withdrawn;
|
| ● |
The Reporting Company’s exhibition booths at any conferences for the next 12 months; and
|
| ● |
Any other releases, presentations and promotional material made by the Reporting Company during the next 12 months, until such time that the exploration target included in the Report is superseded or this
consent is otherwise withdrawn.
|
|
/s/ Shaun Searle
|
|
May 14, 2024
|
|
Signature of Competent Person
|
|
Date
|
| |
|
|
|
Australian Institute of Geoscientists (AIG)
|
|
2866
|
|
Professional Membership
|
|
Membership Number
|
| |
|
|
|
/s/ Kate Searle
|
|
Kate Searle
|
|
Signature of Witness
|
|
Print Witness Name
|
2
Exhibit 23.6
Consent of Qualified Person
In accordance with the requirements of Regulation S-K 1300 Modernization of Property Disclosures
§229.1302(b)(4)(iv) and §229.601(b)(23)
Report Description
Report titled “Technical Report Summary of a Definitive Feasibility Study of the Ewoyaa Lithium Project”
(“Report”)
Piedmont Lithium Inc.
(“Company”)
Ewoyaa Lithium Project
(“Deposit”)
February 26, 2024
(“Date of Report”)
Statement
I, Harry Warries, of Mining Focus Consultants Pty Ltd., confirm that:
| ● |
In connection with the filing of Amendment No. 3 to the Registration Statement on Form S-3 (No. 333-259798) of the Company (the “Amendment”), I consent to:
|
| |
o |
The incorporation by reference of the Technical Report Summary titled “Technical Report Summary of a Definitive Feasibility Study of the Ewoyaa Lithium Project in Ghana” (“TRS
– Definitive Feasibility Study”) filed with the Company’s 10-K February 28, 2024 into the Amendment; and,
|
| |
o |
The use of the Mining Focus Consultants Pty Ltd. name, including our status as an expert or Qualified Person (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange
Commission) in connection with the TRS – Definitive Feasibility Study; and,
|
| |
o |
The information derived, summarized, quoted or reference from the TRS – Definitive Feasibility Study, or portions thereof, that were prepared by us, that we supervised the preparation of and/or that was
reviewed or approved by us, that is reported or incorporated by reference into the Amendment.
|
| ● |
I have read and understood the requirements of the Regulation S-K 1300 Modernization of Property Disclosures.
|
| ● |
I am a “Qualified Person” as defined by Regulation S-K, and to the activity for which I am accepting responsibility.
|
| ● |
I have reviewed the Technical Report Summary to which this Consent Statement applies.
|
| ● |
I am a full-time employee of Mining Focus Consultants Pty Ltd. who has been engaged by Atlantic Lithium Limited. to prepare
the documentation for the Ewoyaa Lithium Project on which the Report is based, for the period ended on December 31, 2023.
|
I verify that the Report is based on and fairly and accurately reflects in the form and context in which it appears, the information in our supporting documentation relating to:
| ● |
Section 1 – Executive Summary
|
| ● |
Section 12 – Ore Reserve Estimates
|
| ● |
Section 13 – Mining Methods
|
| ● |
Section 22.2 – Interpretation and Conclusions - Mining
|
| ● |
Section 23.2 – Recommendations - Mining
|
| ● |
Section 24.2 – References - Mining
|
| ● |
Section 25 – Reliance on Information Provided by the Registrant
|
CONSENT
I consent to the incorporation by reference of the Technical Report Summary by Piedmont Lithium Inc. (“Reporting Company”) into Amendment No. 3 to the Registration Statement
on Form S-3 (No. 333-259798) of the Reporting Company.
Additional Reports related to the Deposits for which the Qualified Person signing this form is accepting responsibility:
| ● |
The Reporting Company’s Annual Reports (10-K) for the next 12 months;
|
| ● |
The Reporting Company’s Quarterly Reports for the next 12 months;
|
| ● |
The Reporting Company’s Investor Presentations for the next 12 months;
|
| ● |
The Reporting Company’s future press releases for the next 12 months, until such time that the Report is superseded or this consent is otherwise withdrawn;
|
| ● |
The Reporting Company’s exhibition booths at any conferences for the next 12 months; and
|
| ● |
Any other releases, presentations and promotional material made by the Reporting Company during the next 12 months, until such time that the exploration target included in the Report is superseded or this
consent is otherwise withdrawn.
|
|
/s/ Harry Warries
|
|
May 14, 2024
|
|
Signature of Competent Person
|
|
Date
|
| |
|
|
|
FAusIMM
|
|
111318
|
|
Professional Membership
|
|
Membership Number
|
| |
|
|
|
/s/ R. Warries
|
|
R. Warries
|
|
Signature of Witness
|
|
Print Witness Name
|
2
Exhibit 23.7
Consent of Qualified Person
In accordance with the requirements of Regulation S-K 1300 Modernization of Property Disclosures
§229.1302(b)(4)(iv) and §229.601(b)(23)
Report Description
Report titled “Technical Report Summary of a Definitive Feasibility Study of the Ewoyaa Lithium Project”
(“Report”)
Piedmont Lithium Inc.
(“Company”)
Ewoyaa Lithium Project
(“Deposit”)
February 26, 2024
(“Date of Report”)
Statement
I, Keith Muller, of Atlantic Lithium Ltd., confirm that:
| ● |
In connection with the filing of Amendment No. 3 to the Registration Statement on Form S-3 (No. 333-259798) of the Company (the “Amendment”), I consent to:
|
| |
o |
The incorporation by reference of the Technical Report Summary titled “Technical Report Summary of a Definitive Feasibility Study of the Ewoyaa Lithium Project in Ghana” (“TRS
– Definitive Feasibility Study”) filed with the Company’s 10-K February 28, 2024 into the Amendment; and,
|
| |
o |
The use of the Atlantic Lithium Ltd. name, including our status as an expert or Qualified Person (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission) in
connection with the TRS – Definitive Feasibility Study; and,
|
| |
o |
The information derived, summarized, quoted or reference from the TRS – Definitive Feasibility Study, or portions thereof, that were prepared by us, that we supervised the preparation of and/or that was
reviewed or approved by us, that is reported or incorporated by reference into the Amendment.
|
| ● |
I have read and understood the requirements of the Regulation S-K 1300 Modernization of Property Disclosures.
|
| ● |
I am a “Qualified Person” as defined by Regulation S-K, and to the activity for which I am accepting responsibility.
|
| ● |
I have reviewed the Technical Report Summary to which this Consent Statement applies.
|
| ● |
I am a full-time employee of Atlantic Lithium Ltd. who has been engaged by Piedmont Limited.
Inc. to prepare the documentation for the Ewoyaa Lithium Project on which the Report is based, for the period ended on December 31, 2023.
|
I verify that the Report is based on and fairly and accurately reflects in the form and context in which it appears, the information in our supporting documentation relating to:
| ● |
Section 1 – Executive Summary
|
| ● |
Section 2 – Introduction
|
| ● |
Section 3 – Property Description
|
| ● |
Section 4 – Accessibility, Climate, Local Resources, Infrastructure, Physiography
|
| ● |
Section 15 – Infrastructure
|
| ● |
Section 16 - Market Studies
|
| ● |
Section 17 – Environmental Studies and Permitting
|
| ● |
Section 18 – Capital and Operating Costs
|
| ● |
Section 19 - Economic Model and Sensitivity Analysis
|
| ● |
Section 20 – Adjacent Properties
|
| ● |
Section 21 - Other Relevant Data and Information
|
| ● |
Section 22 - Interpretation and Conclusions
|
| ● |
Section 22 – Interpretation and Conclusions
|
| ● |
Section 23 – Recommendations
|
| ● |
Section 24 – References
|
| ● |
Section 25 – Reliance on Information Provided by the Registrant
|
CONSENT
I consent to the incorporation by reference of the Technical Report Summary by Piedmont Lithium Inc. (“Reporting Company”) into Amendment No. 3 to the Registration Statement on
Form S-3 (No. 333-259798) of the Reporting Company.
Additional Reports related to the Deposits for which the Qualified Person signing this form is accepting responsibility:
| ● |
The Reporting Company’s Annual Reports (10-K) for the next 12 months;
|
| ● |
The Reporting Company’s Quarterly Reports for the next 12 months;
|
| ● |
The Reporting Company’s Investor Presentations for the next 12 months;
|
| ● |
The Reporting Company’s future press releases for the next 12 months, until such time that the Report is superseded or this consent is otherwise withdrawn;
|
| ● |
The Reporting Company’s exhibition booths at any conferences for the next 12 months; and
|
| ● |
Any other releases, presentations and promotional material made by the Reporting Company during the next 12 months, until such time that the exploration target included in the Report is superseded or this
consent is otherwise withdrawn.
|
|
/s/ Keith Muller
|
|
May 14, 2024
|
|
Signature of Competent Person
|
|
Date
|
| |
|
|
|
FAusImm
|
|
314908
|
|
Professional Membership
|
|
Membership Number
|
| |
|
|
|
/s/ Aristotle Xornam Kpornuvor
|
|
Aristotle Xornam Kpornuvor
|
|
Signature of Witness
|
|
Print Witness Name
|
2
Exhibit 23.8
Consent of Qualified Person
In accordance with the requirements of Regulation S-K 1300 Modernization of Property Disclosures
§229.1302(b)(4)(iv) §229.601(b)(23)
Report Description
Report titled “Technical Report Summary of a Definitive Feasibility Study of the Ewoyaa Lithium Project”
(“Report”)
Piedmont Lithium Inc.
(“Company”)
Ewoyaa Lithium Project
(“Deposit”)
February 26, 2024
(“Date of Report”)
Statement
I, Noel O'Brien, of Trinol Pty Ltd., confirm that:
| ● |
In connection with the filing of Amendment No. 3 to the Registration Statement on Form S-3 (No. 333-259798) of the Company (the “Amendment”) Securities Act filings or Exchange Act report and any amendment,
supplement, or exhibit thereto, I consent to:
|
| |
o |
The incorporation by reference of the Technical Report Summary titled “Technical Report Summary of a Definitive Feasibility Study of the Ewoyaa Lithium Project in Ghana” (“TRS
– Definitive Feasibility Study”) filed with the Company’s 10-K February 28, 2024 into the Amendment; and,
|
| |
o |
The use of the Trinol Pty Ltd.. name, including our status as an expert or Qualified Person (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission) in connection
with the TRS – Definitive Feasibility Study; and,
|
| |
o |
The information derived, summarized, quoted or reference from the TRS – Definitive Feasibility Study, or portions thereof, that were prepared by us, that we supervised the preparation of and/or that was
reviewed or approved by us, that is reported or incorporated by reference into the Amendment.
|
| ● |
I have read and understood the requirements of the Regulation S-K 1300 Modernization of Property Disclosures.
|
| ● |
I am a “Qualified Person” as defined by Regulation S-K, and to the activity for which I am accepting responsibility.
|
| ● |
I have reviewed the Technical Report Summary to which this Consent Statement applies.
|
| ● |
I am a full-time employee of Trinol Pty Ltd. who has been engaged by Piedmont Limited. Inc. to prepare the documentation for
the Ewoyaa Lithium Project on which the Report is based, for the period ended on December 31, 2023.
|
I verify that the Report is based on and fairly and accurately reflects in the form and context in which it appears, the information in our supporting documentation relating to:
| ● |
Section 1 – Executive Summary
|
| ● |
Section 10 - Mineral Processing and Metallurgical Testing
|
| ● |
Section 14 - Processing and Recovery Methods
|
| ● |
Section 22.3 - Interpretation and Conclusions - Metallurgy Testing
|
| ● |
Section 22.4 – Interpretation and Conclusions - Recovery Methods
|
| ● |
Section 23.3 – Recommendations - Metallurgy Testing / Recovery Methods
|
| ● |
Section 25 – Reliance on Information Provided by the Registrant
|
CONSENT
I consent to the incorporation by reference of the Technical Report Summary by Piedmont Lithium Inc. (“Reporting Company”) into Amendment No. 3 to the Registration Statement
on Form S-3 (No. 333-259798) of the Reporting Company.
Additional Reports related to the Deposits for which the Qualified Person signing this form is accepting responsibility:
| ● |
The Reporting Company’s Annual Reports (10-K) for the next 12 months;
|
| ● |
The Reporting Company’s Quarterly Reports for the next 12 months;
|
| ● |
The Reporting Company’s Investor Presentations for the next 12 months;
|
| ● |
The Reporting Company’s future press releases for the next 12 months, until such time that the Report is superseded or this consent is otherwise withdrawn;
|
| ● |
The Reporting Company’s exhibition booths at any conferences for the next 12 months; and
|
| ● |
Any other releases, presentations and promotional material made by the Reporting Company during the next 12 months, until such time that the exploration target included in the Report is superseded or this
consent is otherwise withdrawn.
|
|
/s/ Noel O'Brien
|
|
May 14, 2024
|
|
Signature of Competent Person
|
|
Date
|
| |
|
|
|
Fellow of AusIMM
|
|
226758
|
|
Professional Membership
|
|
Membership Number
|
| |
|
|
|
/s/ Patricia E. O'Brien
|
|
Patricia E. O'Brien
|
|
Signature of Witness
|
|
Print Witness Name
|
2
Exhibit 23.9
Consent of Qualified Person
In accordance with the requirements of Regulation S-K 1300 Modernization of Property Disclosures
§229.1302(b)(4)(iv) §229.601(b)(23)
Report Description
Report titled “Technical Report Summary of a Definitive Feasibility Study of the Ewoyaa Lithium Project”
(“Report”)
Piedmont Lithium Inc.
(“Company”)
Ewoyaa Lithium Project
(“Deposit”)
February 26, 2024
(“Date of Report”)
Statement
I, Lennard Kolff van Oosterwijk, of Atlantic Lithium Ltd., confirm that:
| ● |
In connection with the filing of Amendment No. 3 to the Registration Statement on Form S-3 (No. 333-259798) of the Company (the “Amendment”), I consent to:
|
| |
o |
The incorporation by reference of the Technical Report Summary titled “Technical Report Summary of a Definitive Feasibility Study of the Ewoyaa Lithium Project in Ghana” (“TRS
– Definitive Feasibility Study”) filed February 28, 2024 into the Amendment; and,
|
| |
o |
The use of the Atlantic Lithium Ltd. name, including our status as an expert or Qualified Person (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission) in
connection with the TRS – Definitive Feasibility Study; and,
|
| |
o |
The information derived, summarized, quoted or reference from the TRS – Definitive Feasibility Study, or portions thereof, that were prepared by us, that we supervised the preparation of and/or that was
reviewed or approved by us, that is reported or incorporated by reference into the Amendment.
|
| ● |
I have read and understood the requirements of the Regulation S-K 1300 Modernization of Property Disclosures.
|
| ● |
I am a “Qualified Person” as defined by Regulation S-K, and to the activity for which I am accepting responsibility.
|
| ● |
I have reviewed the Technical Report Summary to which this Consent Statement applies.
|
| ● |
I am a full-time employee of Atlantic Lithium Ltd. who has been engaged by Piedmont Limited.
Inc. to prepare the documentation for the Ewoyaa Lithium Project on which the Report is based, for the period ended on December 31, 2023.
|
I verify that the Report is based on and fairly and accurately reflects in the form and context in which it appears, the information in our supporting documentation relating to:
| ● |
Section 1 – Executive Summary
|
| ● |
Section 7 - Exploration
|
| ● |
Section 25 – Reliance on Information Provided by the Registrant
|
CONSENT
I consent to the incorporation by reference of the Technical Report Summary by Piedmont Lithium Inc. (“Reporting Company”) into Amendment No. 3 to the Registration Statement
on Form S-3 (No. 333-259798) of the Reporting Company.
Additional Reports related to the Deposits for which the Qualified Person signing this form is accepting responsibility:
| ● |
The Reporting Company’s Annual Reports (10-K) for the next 12 months;
|
| ● |
The Reporting Company’s Quarterly Reports for the next 12 months;
|
| ● |
The Reporting Company’s Investor Presentations for the next 12 months;
|
| ● |
The Reporting Company’s future press releases for the next 12 months, until such time that the Report is superseded or this consent is otherwise withdrawn;
|
| ● |
The Reporting Company’s exhibition booths at any conferences for the next 12 months; and
|
| ● |
Any other releases, presentations and promotional material made by the Reporting Company during the next 12 months, until such time that the exploration target included in the Report is superseded or this
consent is otherwise withdrawn.
|
|
/s/Lennard Kolff van Oosterwijk
|
|
May 14, 2024
|
|
Signature of Competent Person
|
|
Date
|
| |
|
|
|
Australian institute of Geoscientists
|
|
4509
|
|
Professional Membership
|
|
Membership Number
|
| |
|
|
|
/s/ Keith Muller
|
|
Keith Muller
|
|
Signature of Witness
|
|
Print Witness Name
|
2
Exhibit 23.10
Consent of Qualified Person
In accordance with the requirements of Regulation S-K 1300 Modernization of Property Disclosures
§229.1302(b)(4)(iv) §229.601(b)(23)
Report Description
Report titled “North American Lithium DFS Technical Report Summary - Quebec, Canada”
(“Report”)
Piedmont Lithium Inc.
(“Company”)
North American Lithium Project
(“Deposit”)
February 27, 2024
(“Date of Report”)
Statement
I, Sylvain Collard, P. Eng, of Sayona Quebec, Inc., confirm that:
| ● |
In connection with the filing of Amendment No. 3 to the Registration Statement on Form S-3 (No. 333-259798) of the Company (the “Amendment”)I consent to:
|
| |
o |
The incorporation by reference of the Technical Report Summary titled “North American Lithium DFS Technical Report Summary - Quebec, Canada” (“TRS – Definitive Feasibility Study”)
filed with the Company’s 10-K February 28, 2024 into the Amendment; and,
|
| |
o |
The use of the Sayona Quebec, Inc. name, including our status as an expert or Qualified Person (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission) in
connection with the TRS – Definitive Feasibility Study; and,
|
| |
o |
The information derived, summarized, quoted or reference from the TRS – Definitive Feasibility Study, or portions thereof, that were prepared by us, that we supervised the preparation of and/or that was
reviewed or approved by us, that is reported or incorporated by reference into the Amendment.
|
| ● |
I have read and understood the requirements of the Regulation S-K 1300 Modernization of Property Disclosures.
|
| ● |
I am a “Qualified Person” as defined by Regulation S-K, and to the activity for which our firm is accepting responsibility.
|
| ● |
I have reviewed the Technical Report Summary to which this Consent Statement applies.
|
| ● |
I am an authorized representative and full-time employee of Sayona Quebec Inc. who has been engaged by Piedmont Lithium Inc. to prepare the documentation for the North American Lithium Project on which the Report is based, for the period ended December 31, 2023.
|
I am responsible for (chapters) titled "North American Lithium DFS Technical Report Summary - Quebec, Canada," with specific responsibility for the following sections of this report:
| ● |
Section 1 – Executive Summary
|
| ● |
Section 2 – Introduction
|
| ● |
Section 15 – Project Infrastructure
|
| ● |
Section 16 - Market Studies and Contracts
|
| ● |
Section 17 – Environmental Studies and Permitting
|
| ● |
Section 18 – Capital and Operating Costs
|
| ● |
Section 19 - Economic Analysis
|
| ● |
Section 21 - Other Relevant Data and Information
|
| ● |
Section 22 – Interpretation and Conclusions
|
| ● |
Section 23 – Recommendations
|
| ● |
Section 24 – References
|
| ● |
Section 25 – Reliance on Information Provided by the Registrant
|
CONSENT
I consent to the incorporation by reference of the Technical Report Summary by Piedmont Lithium Inc. (“Reporting Company”)
Additional Reports related to the Deposits for which the Qualified Person signing this form is accepting responsibility:
| ● |
The Reporting Company’s Annual Reports (10-K) for the next 12 months;
|
| ● |
The Reporting Company’s Quarterly Reports for the next 12 months;
|
| ● |
The Reporting Company’s Investor Presentations for the next 12 months;
|
| ● |
The Reporting Company’s future press releases for the next 12 months, until such time that the Report is superseded or this consent is otherwise withdrawn;
|
| ● |
The Reporting Company’s exhibition booths at any conferences for the next 12 months; and
|
| ● |
Any other releases, presentations and promotional material made by the Reporting Company during the next 12 months, until such time that the exploration target included in the Report is superseded or this
consent is otherwise withdrawn.
|
|
/s/ Sylvain Collard
|
|
May 14, 2024
|
|
Signature of Competent Person
|
|
Date
|
| |
|
|
|
Ordre des Géologues du Québec
|
|
139697
|
|
Professional Membership
|
|
Membership Number
|
| |
|
|
|
/s/ Philippe Chabot
|
|
Philippe Chabot
|
|
Signature of Witness
|
|
Print Witness Name
|
2
Exhibit 23.11
Consent of Qualified Person
In accordance with the requirements of Regulation S-K 1300 Modernization of Property Disclosures
§229.1302(b)(4)(iv) and §229.601(b)(23)
Report Description
Report titled “North American Lithium DFS Technical Report Summary - Quebec, Canada”
(“Report”)
Piedmont Lithium Inc.
(“Company”)
North American Lithium Project
(“Deposit”)
February 27, 2024
(“Date of Report”)
Statement
I, Jarrett Quinn, P. Eng, of Synectiq Inc., confirm that:
|
●
|
In connection the filing of Amendment No. 3 to the Registration Statement on Form S-3 (No. 333-259798) of the Company (the “Amendment”), I consent to:
|
| |
o
|
The incorporation by reference of the Technical Report Summary titled “North American Lithium DFS Technical Report Summary - Quebec, Canada” (“TRS
– Definitive Feasibility Study”) filed with the Company’s 10-K February 28, 2024 into the Amendment; and,
|
| |
o
|
The use of the Synectiq Inc. name, including our status as an expert or Qualified Person (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange
Commission) in connection with the TRS – Definitive Feasibility Study; and,
|
| |
o
|
The information derived, summarized, quoted or reference from the TRS – Definitive Feasibility Study, or portions thereof, that were prepared by us, that we supervised the preparation
of and/or that was reviewed or approved by us, that is reported or incorporated by reference into the Amendment.
|
|
●
|
I have read and understood the requirements of the Regulation S-K 1300 Modernization of Property Disclosures.
|
|
●
|
I am a “Qualified Person” as defined by Regulation S-K, and to the activity for which our firm is accepting responsibility.
|
|
●
|
I have reviewed the Technical Report Summary to which this Consent Statement applies.
|
|
●
|
I am an authorized representative and full-time employee of Synectiq Inc. who has been engaged by Piedmont
Lithium Inc. to prepare the documentation for the North American Lithium Project on which the Report is based, for the period ended December 31, 2023.
|
I am responsible for (chapters) titled "North American Lithium DFS Technical Report Summary - Quebec, Canada," with specific responsibility for the following sections of this report:
|
●
|
Section 1 – Executive Summary
|
|
●
|
Section 3 – Property Description
|
|
●
|
Section 4 – Accessibility, Climate, Local Resources, Infrastructure, Physiography
|
|
●
|
Section 10 – Mineral Processing and Metallurgical Testing
|
|
●
|
Section 14 – Processing and Recovery Methods
|
|
●
|
Section 20 – Adjacent Properties
|
|
●
|
Section 21 - Other Relevant Data and Information
|
|
●
|
Section 22 – Interpretation and Conclusions
|
|
●
|
Section 23 – Recommendations
|
|
●
|
Section 24 – References
|
|
●
|
Section 25 – Reliance on Information Provided by the Registrant
|
CONSENT
I consent to the incorporation by reference of the Technical Report Summary by Piedmont Lithium Inc. (“Reporting Company”) into Amendment No. 3 to the Registration Statement
on Form S-3 (No. 333-259798) of the Reporting Company.
Additional Reports related to the Deposits for which the Qualified Person signing this form is accepting responsibility:
|
●
|
The Reporting Company’s Annual Reports (10-K) for the next 12 months;
|
|
●
|
The Reporting Company’s Quarterly Reports for the next 12 months;
|
|
●
|
The Reporting Company’s Investor Presentations for the next 12 months;
|
|
●
|
The Reporting Company’s future press releases for the next 12 months, until such time that the Report is superseded or this consent is otherwise withdrawn;
|
|
●
|
The Reporting Company’s exhibition booths at any conferences for the next 12 months; and
|
|
●
|
Any other releases, presentations and promotional material made by the Reporting Company during the next 12 months, until such time that the exploration target included in the Report is superseded or this
consent is otherwise withdrawn.
|
|
/s/ Jarrett Quinn
|
|
May 14, 2024
|
|
Signature of Competent Person
|
|
Date
|
| |
|
|
|
Ordre des Géologues du Québec
|
|
5018119
|
|
Professional Membership
|
|
Membership Number
|
| |
|
|
|
/s/ Sylvain Collard
|
|
Sylvain Collard
|
|
Signature of Witness
|
|
Print Witness Name
|
2
Exhibit 23.12
Consent of Qualified Person
In accordance with the requirements of Regulation S-K 1300 Modernization of Property Disclosures
§229.1302(b)(4)(iv) and §229.601(b)(23)
Report Description
Report titled “North American Lithium DFS Technical Report Summary - Quebec, Canada”
(“Report”)
Piedmont Lithium Inc.
(“Company”)
North American Lithium Project
(“Deposit”)
February 27, 2024
(“Date of Report”)
Statement
I, Ehouman N'Dah, P. Geo., of Sayona Quebec, Inc., confirm that:
|
●
|
In connection with the filing of Amendment No. 3 to the Registration Statement on Form S-3 (No. 333-259798) of the Company (the “Amendment”), I consent to:
|
| |
|
The incorporation by reference of the Technical Report Summary titled “North American Lithium DFS Technical Report Summary - Quebec, Canada” (“TRS
– Definitive Feasibility Study”) filed with the Company’s 10-K February 28, 2024 into the Amendment; and,
|
| |
o |
The use of the Sayona Quebec, Inc. name, including our status as an expert or Qualified Person (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange
Commission) in connection with the TRS – Definitive Feasibility Study; and,
|
| |
o |
The information derived, summarized, quoted or reference from the TRS – Definitive Feasibility Study, or portions thereof, that were prepared by us, that we supervised the preparation of
and/or that was reviewed or approved by us, that is reported or incorporated by reference into the Amendment.
|
|
●
|
I have read and understood the requirements of the Regulation S-K 1300 Modernization of Property Disclosures.
|
|
●
|
I am a “Qualified Person” as defined by Regulation S-K, and to the activity for which our firm is accepting responsibility.
|
|
●
|
I have reviewed the Technical Report Summary to which this Consent Statement applies.
|
|
●
|
I am an authorized representative and full-time employee of Sayona Quebec Inc. who has been engaged by Piedmont
Lithium Inc. to prepare the documentation for the North American Lithium Project on which the Report is based, for the period ended on December 31, 2023.
|
I am responsible for (chapters) titled "North American Lithium DFS Technical Report Summary - Quebec, Canada," with specific responsibility for the following sections of this report::
|
●
|
Section 1 – Executive Summary
|
|
●
|
Section 6 – Geological Setting, Mineralization, and Deposit
|
|
●
|
Section 7 - Exploration
|
|
●
|
Section 8 - Sample Preparation, Analyses and Security
|
|
●
|
Section 9 - Data Verification
|
|
●
|
Section 11 - Mineral Resources
|
|
●
|
Section 21 - Other Relevant Data and Information
|
|
●
|
Section 22 – Interpretation and Conclusions
|
|
●
|
Section 23 – Recommendations
|
|
●
|
Section 24 – References
|
|
●
|
Section 25 – Reliance on Information Provided by the Registrant
|
CONSENT
I consent to the incorporation by reference of the Technical Report Summary by Piedmont Lithium Inc. (“Reporting Company”) into Amendment No. 3 to the Registration Statement on
Form S-3 (No. 333-259798) of the Reporting Company.
Additional Reports related to the Deposits for which the Qualified Person signing this form is accepting responsibility:
|
●
|
The Reporting Company’s Annual Reports (10-K) for the next 12 months;
|
|
●
|
The Reporting Company’s Quarterly Reports for the next 12 months;
|
|
●
|
The Reporting Company’s Investor Presentations for the next 12 months;
|
|
●
|
The Reporting Company’s future press releases for the next 12 months, until such time that the Report is superseded or this consent is otherwise withdrawn;
|
|
●
|
The Reporting Company’s exhibition booths at any conferences for the next 12 months; and
|
|
●
|
Any other releases, presentations and promotional material made by the Reporting Company during the next 12 months, until such time that the exploration target included in the Report is superseded or this
consent is otherwise withdrawn.
|
|
/s/ Ehouman N'Dah
|
|
May 14, 2024
|
|
Signature of Competent Person
|
|
Date
|
| |
|
|
|
Ordre des Geologues du Quebec
|
|
0734
|
|
Professional Membership
|
|
Membership Number
|
| |
|
|
|
/s/ Maxime Dupéré
|
|
Maxime Dupéré
|
|
Signature of Witness
|
|
Print Witness Name
|
2
Exhibit 23.13
Consent of Qualified Person
In accordance with the requirements of Regulation S-K 1300 Modernization of Property Disclosures
§229.1302(b)(4)(iv) and §229.601(b)(23)
Report Description
Report titled “North American Lithium DFS Technical Report Summary - Quebec, Canada”
(“Report”)
Piedmont Lithium Inc.
(“Company”)
North American Lithium Project
(“Deposit”)
February 27, 2024
(“Date of Report”)
Statement
I, Philippe Chabot, P. Eng., of Sayona Quebec, Inc., confirm that:
|
●
|
In connection with the filing of Amendment No. 3 to the Registration Statement on Form S-3 (No. 333-259798) of the Company (the “Amendment”), I consent to:
|
| |
o
|
The incorporation by reference of the Technical Report Summary titled “North American Lithium DFS Technical Report Summary - Quebec, Canada” (“TRS
– Definitive Feasibility Study”) filed with the Company’s 10-K February 28, 2024 into the Amendment; and,
|
| |
o |
The use of the Sayona Quebec, Inc. name, including our status as an expert or Qualified Person (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange
Commission) in connection with the TRS – Definitive Feasibility Study; and,
|
| |
o |
The information derived, summarized, quoted or reference from the TRS – Definitive Feasibility Study, or portions thereof, that were prepared by us, that we supervised the preparation of
and/or that was reviewed or approved by us, that is reported or incorporated by reference into the Amendment.
|
|
●
|
I have read and understood the requirements of the Regulation S-K 1300 Modernization of Property Disclosures.
|
|
●
|
I am a “Qualified Person” as defined by Regulation S-K, and to the activity for which our firm is accepting responsibility.
|
|
●
|
I have reviewed the Technical Report Summary to which this Consent Statement applies.
|
|
●
|
I am an authorized representative and full-time employee of Sayona Quebec Inc. who has been engaged by Piedmont
Lithium Inc. to prepare the documentation for the North American Lithium Project on which the Report is based, for the period ended December 31, 2023.
|
I am responsible for (chapters) titled "North American Lithium DFS Technical Report Summary - Quebec, Canada," with specific responsibility for the following sections of this report:
|
●
|
Section 1 – Executive Summary
|
|
●
|
Section 12 – Ore Reserve Estimates
|
|
●
|
Section 13 – Mining Methods
|
|
●
|
Section 21 - Other Relevant Data and Information
|
|
●
|
Section 22 – Interpretation and Conclusions
|
| ● |
Section 23 – Recommendations
|
|
●
|
Section 24 – References
|
|
●
|
Section 25 – Reliance on Information Provided by the Registrant
|
CONSENT
I consent to the incorporation by reference of the Technical Report Summary by Piedmont Lithium Inc. (“Reporting Company”) into Amendment No. 3 to the Registration Statement on
Form S-3 (No. 333-259798) of the Reporting Company.
Additional Reports related to the Deposits for which the Qualified Person signing this form is accepting responsibility:
|
●
|
The Reporting Company’s Annual Reports (10-K) for the next 12 months;
|
|
●
|
The Reporting Company’s Quarterly Reports for the next 12 months;
|
|
●
|
The Reporting Company’s Investor Presentations for the next 12 months;
|
|
●
|
The Reporting Company’s future press releases for the next 12 months, until such time that the Report is superseded or this consent is otherwise withdrawn;
|
|
●
|
The Reporting Company’s exhibition booths at any conferences for the next 12 months; and
|
|
●
|
Any other releases, presentations and promotional material made by the Reporting Company during the next 12 months, until such time that the exploration target included in the Report is superseded or this
consent is otherwise withdrawn.
|
|
/s/ Philippe Chabot
|
|
May 14, 2024
|
|
Signature of Competent Person
|
|
Date
|
| |
|
|
|
Ordre des Geologues du Quebec
|
|
139359
|
|
Professional Membership
|
|
Membership Number
|
| |
|
|
|
/s/ Sylvain Collard
|
|
Sylvain Collard
|
|
Signature of Witness
|
|
Print Witness Name
|
2
Exhibit 23.14
Consent of Qualified Person
In accordance with the requirements of Regulation S-K 1300 Modernization of Property Disclosures
§229.1302(b)(4)(iv) and §229.601(b)(23)
Report Description
Report titled “Authier Lithium DFS Technical Report Summary - Quebec, Canada”
(“Report”)
Piedmont Lithium Inc.
(“Company”)
North American Lithium Project
(“Deposit”)
February 27, 2024
(“Date of Report”)
Statement
I, Sylvain Collard, P.Eng., of Sayona Quebec Inc., confirm that:
|
●
|
In connection with the filing of Amendment No. 3 to the Registration Statement on Form S-3 (No. 333-259798) of the Company (the “Amendment”), I consent to:
|
| |
o
|
The incorporation by reference of the Technical Report Summary titled “Authier Lithium DFS Technical Report Summary - Quebec, Canada” (“TRS –
Definitive Feasibility Study”) filed with the Company’s 10-K February 28, 2024 into the Amendment; and,
|
| |
o
|
The use of the Sayona Quebec Inc. name, including our status as an expert or Qualified Person (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange
Commission) in connection with the TRS – Definitive Feasibility Study; and,
|
| |
o
|
The information derived, summarized, quoted or reference from the TRS – Definitive Feasibility Study, or portions thereof, that were prepared by us, that we supervised the preparation of
and/or that was reviewed or approved by us, that is reported or incorporated by reference into the Amendment.
|
|
●
|
I have read and understood the requirements of the Regulation S-K 1300 Modernization of Property Disclosures.
|
|
●
|
I am a “Qualified Person” as defined by Regulation S-K, and to the activity for which I am accepting responsibility.
|
|
●
|
I have reviewed the Technical Report Summary to which this Consent Statement applies.
|
|
●
|
I am a full-time employee of Sayona Quebec Inc. who has been engaged by Piedmont Lithium Inc. to
prepare the documentation for the North American Lithium (NAL) Project on which the Report is based, for the period ended on December 31, 2023.
|
I am responsible for the preparation of the report (chapters) titled “Authier Lithium DFS Technical Report Summary – Quebec, Canada,” with specific responsibility for the following sections of this
report:
|
●
|
Section 1 – Executive Summary
|
|
●
|
Section 2 – Introduction
|
|
●
|
Section 3 – Property Description
|
|
●
|
Section 4 – Accessibility, Climate, Local Resources, Infrastructure, Physiography
|
|
●
|
Section 15 – Infrastructure
|
|
●
|
Section 16 - Market Studies and Contracts
|
|
●
|
Section 17 – Environmental Studies and Permitting
|
|
●
|
Section 18 – Capital and Operating Costs
|
|
●
|
Section 19 - Economic Analysis
|
|
●
|
Section 21 - Other Relevant Data and Information
|
|
●
|
Section 22 – Interpretation and Conclusions
|
|
●
|
Section 23 – Recommendations
|
|
●
|
Section 24 – References
|
|
●
|
Section 25 – Reliance on Information Provided by the Registrant
|
CONSENT
I consent to the incorporation by reference of the Technical Report Summary by Piedmont Lithium Inc. (“Reporting Company”) into Amendment No. 3 to the Registration Statement on
Form S-3 (No. 333-259798) of the Reporting Company.
Additional Reports related to the Deposits for which the Qualified Person signing this form is accepting responsibility:
|
●
|
The Reporting Company’s Annual Reports (10-K) for the next 12 months;
|
|
●
|
The Reporting Company’s Quarterly Reports for the next 12 months;
|
|
●
|
The Reporting Company’s Investor Presentations for the next 12 months;
|
|
●
|
The Reporting Company’s future press releases for the next 12 months, until such time that the Report is superseded or this consent is otherwise withdrawn;
|
|
●
|
The Reporting Company’s exhibition booths at any conferences for the next 12 months; and
|
|
●
|
Any other releases, presentations and promotional material made by the Reporting Company during the next 12 months, until such time that the exploration target included in the Report is superseded or this
consent is otherwise withdrawn.
|
|
/s/ Sylvain Collard
|
|
May 14, 2024
|
|
Signature of Competent Person
|
|
Date
|
| |
|
|
|
Ordre des Géologues du Québec
|
|
139697
|
|
Professional Membership
|
|
Membership Number
|
| |
|
|
|
/s/ Philippe Chabot
|
|
Philippe Chabot
|
|
Signature of Witness
|
|
Print Witness Name
|
2
Exhibit 23.15
Consent of Qualified Person
In accordance with the requirements of Regulation S-K 1300 Modernization of Property Disclosures
§229.1302(b)(4)(iv) and §229.601(b)(23)
Report Description
Report titled “Authier Lithium DFS Technical Report Summary - Quebec, Canada”
(“Report”)
Piedmont Lithium Inc.
(“Company”)
North American Lithium Project
(“Deposit”)
February 27, 2024
(“Date of Report”)
Statement
I, Jarrett Quinn, P.Eng., of Synectiq Inc., confirm that:
| ● |
In connection with the filing of Amendment No. 3 to the Registration Statement on Form S-3 (No. 333-259798) of the Company (the “Amendment”), I consent to:
|
| |
o
|
The incorporation by reference of the Technical Report Summary titled “Authier Lithium DFS Technical Report Summary - Quebec, Canada” (“TRS –
Definitive Feasibility Study”) filed with the Company’s 10-K February 28, 2024 into the Amendment; and,
|
| |
o
|
The use of the Synectiq Inc. name, including our status as an expert or Qualified Person (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange
Commission) in connection with the TRS – Definitive Feasibility Study; and,
|
| |
o
|
The information derived, summarized, quoted or reference from the TRS – Definitive Feasibility Study, or portions thereof, that were prepared by us, that we supervised the preparation
of and/or that was reviewed or approved by us, that is reported or incorporated by reference into the Amendment.
|
|
●
|
I have read and understood the requirements of the Regulation S-K 1300 Modernization of Property Disclosures.
|
|
●
|
I am a “Qualified Person” as defined by Regulation S-K, and to the activity for which I am accepting responsibility.
|
|
●
|
I have reviewed the Technical Report Summary to which this Consent Statement applies.
|
|
●
|
I am a full-time employee of Synectiq Inc. who has been engaged by Piedmont Lithium Inc. to prepare
the documentation for the North American Lithium (NAL) Project on which the Report is based, for the period ended on December 31, 2023.
|
I am responsible for the preparation of the report (chapters) titled “Authier Lithium DFS Technical Report Summary – Quebec, Canada,” with specific responsibility for the following sections of
this report:
|
o
|
Section 1 – Executive Summary
|
|
o
|
Section 10 - Mineral Processing and Metallurgical Testing
|
|
o
|
Section 14 - Processing and Recovery Methods
|
|
o
|
Section 20 – Adjacent Properties
|
|
o
|
Section 21 - Other Relevant Data and Information
|
|
o
|
Section 22 – Interpretation and Conclusions
|
|
o
|
Section 23 – Recommendations
|
|
o
|
Section 24 – References
|
|
o
|
Section 25 – Reliance on Information Provided by the Registrant
|
CONSENT
I consent to the incorporation by reference of the Technical Report Summary by Piedmont Lithium Inc. (“Reporting Company”) into Amendment No. 3 to the Registration Statement
on Form S-3 (No. 333-259798) of the Reporting Company.
Additional Reports related to the Deposits for which the Qualified Person signing this form is accepting responsibility:
|
●
|
The Reporting Company’s Annual Reports (10-K) for the next 12 months;
|
|
●
|
The Reporting Company’s Quarterly Reports for the next 12 months;
|
|
●
|
The Reporting Company’s Investor Presentations for the next 12 months;
|
|
●
|
The Reporting Company’s future press releases for the next 12 months, until such time that the Report is superseded or this consent is otherwise withdrawn;
|
|
●
|
The Reporting Company’s exhibition booths at any conferences for the next 12 months; and
|
|
●
|
Any other releases, presentations and promotional material made by the Reporting Company during the next 12 months, until such time that the exploration target included in the Report is superseded or this
consent is otherwise withdrawn.
|
|
/s/ Jarrett Quinn
|
|
May 14, 2024
|
|
Signature of Competent Person
|
|
Date
|
| |
|
|
|
Ordre des Géologues du Québec
|
|
5018119
|
|
Professional Membership
|
|
Membership Number
|
| |
|
|
|
/s/ Philippe Chabot
|
|
Philippe Chabot
|
|
Signature of Witness
|
|
Print Witness Name
|
2
Exhibit 23.16
Consent of Qualified Person
In accordance with the requirements of Regulation S-K 1300 Modernization of Property Disclosures
§229.1302(b)(4)(iv) and §229.601(b)(23)
Report Description
Report titled “Authier Lithium DFS Technical Report Summary - Quebec, Canada”
(“Report”)
Piedmont Lithium Inc.
(“Company”)
North American Lithium Project
(“Deposit”)
February 27, 2024
(“Date of Report”)
Statement
I, Maxime Dupéré, P.Geo., of SGS Canada Inc. - Geological Services, confirm that:
|
●
|
In connection with the filing of Amendment No. 3 to the Registration Statement on Form S-3 (No. 333-259798) of the Company (the “Amendment”), I consent to:
|
| |
o
|
The incorporation by reference of the Technical Report Summary titled “Authier Lithium DFS Technical Report Summary - Quebec, Canada” (“TRS –
Definitive Feasibility Study”) filed with the Company’s 10-K February 28, 2024 into the Amendment; and,
|
| |
o
|
The use of the SGS Canada Inc. - Geological Services. name, including our status as an expert or Qualified Person (as defined in Subpart 1300 of Regulation S-K promulgated by the
Securities and Exchange Commission) in connection with the TRS – Definitive Feasibility Study; and,
|
| |
o
|
The information derived, summarized, quoted or reference from the TRS – Definitive Feasibility Study, or portions thereof, that were prepared by us, that we supervised the preparation
of and/or that was reviewed or approved by us, that is reported or incorporated by reference into the Amendment.
|
|
●
|
I have read and understood the requirements of the Regulation S-K 1300 Modernization of Property Disclosures.
|
|
●
|
I am a “Qualified Person” as defined by Regulation S-K, and to the activity for which I am accepting responsibility.
|
|
●
|
I have reviewed the Technical Report Summary to which this Consent Statement applies.
|
|
●
|
I am a full-time employee of SGS Canada Inc. - Geological Services who has been engaged by Piedmont Lithium Inc. to prepare the documentation for the North American Lithium (NAL) Project on which the Report is based, for the period ended on December 31, 2023.
|
I am responsible for the preparation of the report (chapters) titled “Authier Lithium DFS Technical Report Summary – Quebec, Canada,” with specific responsibility for the following sections of
this report:
|
●
|
Section 1 – Executive Summary
|
|
●
|
Section 6 – Geological Setting, Mineralization, and Deposit
|
|
●
|
Section 7 - Exploration
|
|
●
|
Section 8 - Sample Preparation, Analyses and Security
|
|
●
|
Section 9 - Data Verification
|
|
●
|
Section 11 - Mineral Resources
|
|
●
|
Section 21 - Other Relevant Data and Information
|
|
●
|
Section 22 – Interpretation and Conclusions
|
|
●
|
Section 23 – Recommendations
|
|
●
|
Section 24 – References
|
|
●
|
Section 25 – Reliance on Information Provided by the Registrant
|
CONSENT
I consent to the incorporation by reference of the Technical Report Summary by Piedmont Lithium Inc. (“Reporting Company”) into Amendment No. 3 to the Registration Statement
on Form S-3 (No. 333-259798) of the Reporting Company.
Additional Reports related to the Deposits for which the Qualified Person signing this form is accepting responsibility:
|
●
|
The Reporting Company’s Annual Reports (10-K) for the next 12 months;
|
|
●
|
The Reporting Company’s Quarterly Reports for the next 12 months;
|
|
●
|
The Reporting Company’s Investor Presentations for the next 12 months;
|
|
●
|
The Reporting Company’s future press releases for the next 12 months, until such time that the Report is superseded or this consent is otherwise withdrawn;
|
|
●
|
The Reporting Company’s exhibition booths at any conferences for the next 12 months; and
|
|
●
|
Any other releases, presentations and promotional material made by the Reporting Company during the next 12 months, until such time that the exploration target included in the Report is superseded or this
consent is otherwise withdrawn.
|
|
/s/ Maxime Dupéré
|
|
May 14, 2024
|
|
Signature of Competent Person
|
|
Date
|
| |
|
|
|
Ordre des Géologues du Québec
|
|
501
|
|
Professional Membership
|
|
Membership Number
|
| |
|
|
|
/s/ Ehouman N'Dah
|
|
Ehouman N'Dah
|
|
Signature of Witness
|
|
Print Witness Name
|
2
Exhibit 23.17
Consent of Qualified Person
In accordance with the requirements of Regulation S-K 1300 Modernization of Property Disclosures
§229.1302(b)(4)(iv) and §229.601(b)(23)
Report Description
Report titled “Authier Lithium DFS Technical Report Summary - Quebec, Canada”
(“Report”)
Piedmont Lithium Inc.
(“Company”)
North American Lithium Project
(“Deposit”)
February 27, 2024
(“Date of Report”)
Statement
I, Philippe Chabot, P.Eng., of Sayona Quebec Inc., confirm that:
| ● |
In connection with the filing of Amendment No. 3 to the Registration Statement on Form S-3 (No. 333-259798) of the Company (the “Amendment”), I consent to:
|
|
o |
The incorporation by reference of the Technical Report Summary titled “Authier Lithium DFS Technical Report Summary - Quebec, Canada” (“TRS – Definitive Feasibility
Study”) filed with the Company’s 10-K February 28, 2024 into the Amendment; and,
|
|
o |
The use of the Sayona Quebec Inc. name, including our status as an expert or Qualified Person (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission) in connection
with the TRS – Definitive Feasibility Study; and,
|
|
o |
The information derived, summarized, quoted or reference from the TRS – Definitive Feasibility Study, or portions thereof, that were prepared by us, that we supervised the preparation of and/or that was
reviewed or approved by us, that is reported or incorporated by reference into the Amendment.
|
| ● |
I have read and understood the requirements of the Regulation S-K 1300 Modernization of Property Disclosures.
|
| ● |
I am a “Qualified Person” as defined by Regulation S-K, and to the activity for which I am accepting responsibility.
|
| ● |
I have reviewed the Technical Report Summary to which this Consent Statement applies.
|
| ● |
I am a full-time employee of Sayona Quebec Inc. who has been engaged by Piedmont Lithium Inc. to prepare the documentation
for the North American Lithium (NAL) Project on which the Report is based, for the period ended on December 31, 2023.
|
I am responsible for the preparation of the report (chapters) titled “Authier Lithium DFS Technical Report Summary – Quebec, Canada,” with specific responsibility for the following sections of
this report:
o
|
Section 1 – Executive Summary
|
| o |
Section 12 – Ore Reserve Estimates
|
| o |
Section 13 – Mining Methods
|
| o |
Section 21 - Other Relevant Data and Information
|
| o |
Section 22 – Interpretation and Conclusions
|
| o |
Section 23 – Recommendations
|
| o |
Section 24 – References
|
| o |
Section 25 – Reliance on Information Provided by the Registrant
|
CONSENT
I consent to the incorporation by reference of the Technical Report Summary by Piedmont Lithium Inc. (“Reporting Company”) into Amendment No. 3 to the Registration Statement
on Form S-3 (No. 333-259798) of the Reporting Company.
Additional Reports related to the Deposits for which the Qualified Person signing this form is accepting responsibility:
| o |
The Reporting Company’s Annual Reports (10-K) for the next 12 months;
|
| o |
The Reporting Company’s Quarterly Reports for the next 12 months;
|
| o |
The Reporting Company’s Investor Presentations for the next 12 months;
|
| o |
The Reporting Company’s future press releases for the next 12 months, until such time that the Report is superseded or this consent is otherwise withdrawn;
|
| o |
The Reporting Company’s exhibition booths at any conferences for the next 12 months; and
|
| o |
Any other releases, presentations and promotional material made by the Reporting Company during the next 12 months, until such time that the exploration target included in the Report is superseded or this
consent is otherwise withdrawn.
|
|
/s/ Philippe Chabot
|
|
May 14, 2024 |
|
Signature of Competent Person
|
|
Date
|
|
|
|
|
|
Ordre des Ingénieurs du Québec
|
|
139359
|
|
Professional Membership
|
|
Membership Number
|
| |
|
|
| /s/ Sylvain Collard |
|
Sylvain Collard |
| Signature of Witness |
|
Print Witness Name |
2
Exhibit 23.18
Consent of Qualified Person
In accordance with the requirements of Regulation S-K 1300 Modernization of Property Disclosures
§229.1302(b)(4)(iv) and §229.601(b)(23)
Report Description
Report titled “Amended Technical Report Summary of a Definitive Feasibility Study of the Carolina Lithium Project in North Carolina”
(“Report”)
Piedmont Lithium Inc.
(“Company”)
Carolina Lithium Project
(“Deposit”)
Statement
I, Dr. Steven Keim, PE, an authorized representative of Marshall Miller & Associates, Inc., confirm that:
| ● |
In connection with the filing of Amendment No. 3 to the Registration Statement on Form S-3 (No. 333-259798) of the Company (the “Amendment”), I consent to:
|
| |
o |
The incorporation by reference of the Technical Report Summary titled “Amended Technical Report Summary of a Definitive Feasibility Study of the Carolina Lithium Project in North Carolina” (“TRS
– Definitive Feasibility Study”) filed with the Company’s 10-K/A April 25, 2023 and incorporated by reference into the Company’s 10-K filed February 28, 2024, into the Amendment; and,
|
|
o |
The use of the Marshall Miller & Associates, Inc. name, including our status as an expert or Qualified Person (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission) in connection with the
TRS – Definitive Feasibility Study; and,
|
|
o |
The information derived, summarized, quoted or reference from the TRS – Definitive Feasibility Study, or portions thereof, that were prepared by us, that we supervised the preparation of and/or that was reviewed or approved by us, that
is reported or incorporated by reference into the Amendment.
|
| ● |
I have read and understood the requirements of the Regulation S-K 1300 Modernization of Property Disclosures.
|
| ● |
Marshall Miller & Associates, Inc. meets the definition of a “Qualified Person” as defined by Regulation S-K, and to the activity for which our firm is accepting responsibility.
|
| ● |
I have reviewed the Technical Report Summary to which this Consent Statement applies.
|
| ● |
I am an authorized representative and full-time employee of Marshall Miller & Associates, Inc. who has been engaged by Piedmont Lithium Inc. to
prepare the documentation for the Carolina Lithium Project on which the Report is based.
|
| ● |
The Report maintains an effective date of December 31, 2021.
|
I verify that the Report is based on and fairly and accurately reflects in the form and context in which it appears, the information in our supporting documentation as of the effective date of the report, December
31, 2021, relating to:
| |
o |
Section 1 – Executive Summary
|
| |
o |
Section 2 – Introduction
|
| |
o |
Section 3 – Property Description
|
| |
o |
Section 4 – Accessibility, Climate, Local Resources, Infrastructure, Physiography
|
| |
o |
Section 6 – Geological Setting, Mineralization, and Deposit
|
| |
o |
Section 12 – Ore Reserve Estimates
|
| |
o |
Section 13 – Mining Methods
|
| |
o |
Section 15 – Infrastructure
|
| |
o |
Section 17 – Environmental Studies and Permitting
|
| |
o |
Section 18 – Capital and Operating Costs
|
| |
o |
Section 20 – Adjacent Properties
|
| |
o |
Section 22 – Interpretation and Conclusions
|
| |
o |
Section 23 – Recommendations
|
| |
o |
Section 24 – References
|
| |
o |
Section 25 – Reliance on Information Provided by the Registrant
|
CONSENT
I consent to the incorporation by reference of the Technical Report Summary by Piedmont Lithium Inc. (“Reporting Company”) into Amendment No. 3 to the Registration Statement on Form S-3 (No. 333-259798)
of the Reporting Company.
Additional Reports related to the Deposits for which the Qualified Person signing this form is accepting responsibility:
| ● |
The Reporting Company’s Annual Reports (10-K) and amendments thereto for the next 12 months;
|
| ● |
The Reporting Company’s Quarterly Reports for the next 12 months;
|
| ● |
The Reporting Company’s Investor Presentations for the next 12 months;
|
| ● |
The Reporting Company’s future press releases for the next 12 months, until such time that the Report is superseded or this consent is otherwise withdrawn;
|
| ● |
The Reporting Company’s exhibition booths at any conferences for the next 12 months; and
|
| ● |
Any other releases, presentations and promotional material made by the Reporting Company during the next 12 months, until such time that the exploration target included in the Report is superseded or this consent is otherwise withdrawn.
|
|
/s/ Steven A. Keim
|
|
May 14, 2024
|
|
Signature of Authorized Representative of the 3rd
Party Firm Acting as Qualified Person
|
|
Date
|
|
|
|
|
/s/ Kevin M. Andrews
|
|
Kevin M. Andrews Blacksburg, VA (USA)
|
|
Signature of Witness
|
|
Print Witness Name
|
2
Exhibit 23.19
Consent of Qualified Person
In accordance with the requirements of Regulation S-K 1300 Modernization of Property Disclosures
§229.1302(b)(4)(iv) and §229.601(b)(23)
Report Description
Report titled "Amended Technical Report Summary of a Definitive Feasibility Study of the Carolina Lithium Project in North Carolina"
("Report")
Piedmont Lithium Inc.
("Company")
Carolina Lithium Project
("Deposit")
Statement
I, Leon McGarry, P, Geo., of McGarry Geoconsulting Corp., confirm that:
| ● |
ln connection with the filing of Amendment No. 3 to the Registration Statement on Form S-3 (No. 333-259798) of the Company (the “Amendment”), McGarry Geoconsulting Corp. consents to:
|
| |
o |
The incorporation by reference of the Technical Report Summary titled "Amended Technical Report Summary of a
Definitive Feasibility Study of the Carolina Lithium Project in North Carolina" ("TRS - Definitive Feasibility Study") filed with the Company’s 10-K/A filed April 25, 2023 and incorporated by reference into the Company’s 10-K filed February 28, 2024, into the Amendment; and,
|
|
o |
The use of the McGarry Geoconsulting name,
including our status as an expert or Qualified Person (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission) in connection with the TRS - Definitive Feasibility Study; and,
|
|
o |
The information derived, summarized, quoted or
reference from the TRS – Definitive Feasibility Study, or portions thereof, that were prepared by us, that we supervised the preparation of and/or that was reviewed or approved by us, that is repo1ted or incorporated by reference into the Amendment.
|
| ● |
I have read and understood the requirements of the Regulation S-K 1300 Modernization of Properly Disclosures.
|
| ● |
I am a "Qualified Person'' as defined by Regulation
S-K, and to the activity for which I am accepting responsibility.
|
| ● |
I have reviewed the Technical Report Summary to which this Consent Statement applies.
|
| ● |
I am a full-time employee of McGarry Geoconsulting Corp. who has been engaged by Piedmont Lithium Inc. to prepare the documentation for the Carolina Lithium Project on which
the Report is based. The Report maintains an effective date of December 31, 2021.
|
I verify that the Report is based on and fairly and accurately reflects in the form and context in which it appears, the information in our supporting documentation as of the effective date of the report, December 31, 2021, relating to:
| |
o |
Section 1 - Executive Summary
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Section 2 - Introduction
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Section 3 - Property Description
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Section 4 - Accessibility, Climate, Local
Resources, Infrastructure, Physiography
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Section 6 - Geological Setting, Mineralization, and
Deposit
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Section 9 - Data Verification
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Section 10 - Mineral Processing and Metallurgical Testing
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Section 11 - Mineral Resource Estimates
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Section 22 - Interpretation and Conclusions
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Section 23 - Recommendations
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Section 24 - References
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Section 25 - Reliance on Information Provided by the Registrant
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CONSENT
I consent to the incorporation by reference of the Technical Report Summary by Piedmont Lithium Inc. ("Reporting Company") into Amendment No. 3 to the Registration Statement on Form S-3 (No. 333-259798) of the Reporting Company.
Additional Reports related to the Deposits for
which the Qualified Person signing this form is accepting responsibility:
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The Reporting Company's Annual Reports (10-K) and amendments thereto for the next 12 months;
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The Reporting Company's Quarterly
Reports for the next 12 months;
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●
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The Reporting Company's Investor Presentations for the next 12 months;
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The Reporting Company's future press releases for the next 12 months, until such time that the Report is superseded or this consent is otherwise withdrawn;
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The Reporting Company's exhibition booths at any conferences for the next 12 months; and
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Any other releases, presentations and promotional material made by the
Reporting Company during the next 12 months, until such time that the exploration target included in the Report is superseded or this consent is otherwise withdrawn.
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/s/ Leon McGarry
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May 14, 2024
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Signature of Competent Person
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Date
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Professional Geoscientists Ontario
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2348
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Professional Membership
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Membership Number
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/s/ Amy Davies
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Amy Davies
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Signature of Witness
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Print Witness Name
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2
Exhibit 23.20
Consent of Qualified Person
In accordance with the requirements of Regulation S-K 1300 Modernization of Property Disclosures
§229.1302(b)(4)(iv) and §229.601(b)(23)
Report Description
Report titled "Amended Technical Report Summary of a Definitive Feasibility Study of the Carolina
Lithium Project in North Carolina"
("Report")
Piedmont Lithium Inc.
("Company")
Carolina Lithium Project
("Deposit")
Statement
I, Peter Grigsby, CP. Eng, an authorized representative of Primera Group Americas Inc.., confirm that:
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In connection with any the filing of Amendment No. 3 to the Registration Statement on Form S-3 (No. 333-259798) of the Company (the “Amendment”), I consent to:
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The incorporation by reference of the Technical Report Summary titled "Amended Technical Report Summary of a Definitive Feasibility Study of the Carolina Lithium Project
in North Carolina" ("TRS - Definitive Feasibility Study") filed with the Company’s 10-K/A April 25, 2023 and incorporated by reference into the Company’s 10-K filed February 28, 2024, into the Amendment; and,
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The use of the Primero Group Americas Inc. name, including our status as an expert or Qualified Person (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission)
in connection with the TRS - Definitive Feasibility Study; and,
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The information derived, summarized, quoted or reference from the TRS - Definitive Feasibility Study, or portions thereof, that were prepared by us, that we supervised the preparation of and/or that was
reviewed or approved by us, that is reported or incorporated by reference into the Amendment.
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I have read and understood the requirements of the Regulation S-K 1300 Modernization of Property Disclosures.
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Primero Group Americas Inc. meets the definition of a "Qualified Person" as defined by Regulation S-K, and to the activity for which our firm is accepting responsibility.
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I have reviewed the Technical Report Summary to which this Consent Statement applies.
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I am an authorized representative and full-time employee of Primero Group Americas Inc. who has been engaged by Piedmont Lithium
Inc. to prepare the documentation for the Carolina Lithium Project on which the Report is based.
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The Report maintains an effective date of December 31, 2021.
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I verify that the Report is based on and fairly and accurately reflects in the form and context in which it appears, the information in our supporting documentation as of the effective date of
the report, December 31, 2021, relating to:
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Section 1 - Executive Summary
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Section 2 - Introduction
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Section 10 - Mineral Processing and Metallurgical Testing
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Section 14 - Processing and Recovery Methods
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Section 18 - Capital and Operating Costs
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Section 19 - Economic Model and Sensitivity Analysis aSection 22 - Interpretation and Conclusions
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Section 23 - Recommendations
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Section 24 - References
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Section 25 - Reliance on Information Provided by the Registrant
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CONSENT
I consent to the incorporation by reference of the Technical Report Summary by Piedmont Lithium Inc. ("Reporting Company") into Amendment No. 3 to the Registration
Statement on Form S-3 (No. 333-259798) of the Reporting Company.
Additional Reports related to the Deposits for which the Qualified Person signing this form is accepting responsibility:
|
● |
The Reporting Company's Annual Reports (10-K) and amendments thereto for the next 12 months;
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● |
The Reporting Company's Quarterly Reports for the next 12 months;
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● |
The Reporting Company's Investor Presentations for the next 12 months;
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●
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TheReporting Company's future press releases for the next 12 months, until such time that the Report is superseded or this consent is otherwise withdrawn;
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● |
The Reporting Company's exhibition booths at any conferences for the next 12 months; and
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Any other releases, presentations and promotional material made
by the Reporting Company during the next 12 months, until such time that the exploration target included in the Report is superseded or this consent is otherwise withdrawn.
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/s/ Peter Grigsby
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May 14, 2024
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Signature of Authorized Representative of the 3rd Party Firm Acting as Qualified Person
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Date
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/s/ Ahren Gray
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Ahren Gray
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Signature of Witness
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Print Witness Name
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2
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned do hereby constitute and appoint Keith Phillips, Patrick Brindle, Michael White and Bruce Czachor, and each of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply
with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this registration statement. Without limiting the generality of the foregoing power and
authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this registration statement, to any and all amendments, both pre-effective and
post-effective, supplements to this registration statement and subsequent registration statements relating to the offering to which this registration statement relates (including pursuant to Rule 462(b)), and to any and all instruments or
documents filed as part of or in conjunction with this registration statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause
to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.
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Signature
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Title
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/s/ Dawne Hickton
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| Dawne Hickton |
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Director
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EXHIBIT 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Piedmont Lithium Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
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Security
Type
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Security Class Title
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Fee Calculation
or Carry
Forward Rule
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Amount
Registered (1)
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Proposed Maximum
Offering Price
Per Unit (2)
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Maximum Aggregate
Offering Price (1)
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Fee Rate
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Amount of
Registration
Fee (3)
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Carry
Forward
Form Type
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Carry Forward
File Number
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Carry Forward Initial
effective date
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Filing Fee Previously Paid In Connection
with Unsold
Securities to be
Carried Forward
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Newly Registered Securities
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Fees
Previously
Paid
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Securities to be Offered by the Registrant
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Equity
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Common Stock, $0.0001 par value (4)
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Rule 457(o)
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Equity
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Preferred Stock, $0.0001 par value
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Rule 457(o)
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Debt
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Debt Securities
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Rule 457(o)
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Other
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Warrants
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Rule 457(o)
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Other
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Depositary Shares
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Rule 457(o)
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Other
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Purchase Contracts
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Rule 457(o)
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Other
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Units (5)
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Rule 457(o)
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Unallocated (Universal) Shelf
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Rule 457(o)
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$500,000,000
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0.00014760
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$73,800.00
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Securities to be Offered by Selling Securityholders
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Equity
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Common Stock, $0.0001 par value (4)
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Rule 457(c)
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62,638
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$25.15 (6)
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$1,575,345.70
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0.00014760
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$232.52
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Equity
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Common Stock, $0.0001 par value (4)
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Rule 457(c)
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52,701
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$14.00 (7)
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$737,814.00
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0.00014760
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$108.90
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Carry Forward Securities
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Carry
Forward Securities
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N/A
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N/A
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N/A
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N/A
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N/A
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N/A
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N/A
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N/A
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N/A
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Total Offering Amounts
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$502,313,159.70
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$74,141.42
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Total Fees Previously Paid
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$74,141.42 (8)
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Total Fee Offsets
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N/A
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Net Fee Due
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–
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| (1) |
The amount to be registered and the proposed maximum aggregate offering price per unit are not specified as to each class of securities to be registered pursuant to Instruction 2.A.iii.b.
to Item 16(b) of Form S-3 under the Securities Act of 1933 as amended (the “Securities Act”). The aggregate maximum offering price of all securities to be issued by Piedmont Lithium Inc. (the “Registrant”) pursuant to this Registration
Statement shall not have a maximum aggregate offering price that exceeds $500,000,000 in U.S. dollars or the equivalent at the time of offering in any other currency. The amount also includes such indeterminate principal amount, liquidation
amount or number of identified classes of securities as may be issued upon conversion or exchange of debt securities, preferred stock or warrants that provide for conversion or exchange into other securities. Separate consideration may or may
not be received for securities that are issuable on exercise, conversion or exchange of other securities. Pursuant to Rule 457(n) under the Securities Act, no separate registration fee will be paid in respect of any guarantees of any other
obligations.
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| (2) |
The proposed maximum aggregate offering price per class of security will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the
securities registered hereunder and is not specified as to each class of security pursuant to Instruction 2.A.ii.b. to Item 16(b) of Form S-3 under the Securities Act.
|
| (3) |
Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(o) under the Securities Act. Calculated in accordance with Section 6 of the Securities Act and Rule
457 under the Securities Act by multiplying .0001476 and the proposed maximum aggregate offering price.
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| (4) |
A portion of the Registrant’s common stock, par value $0.0001 per share, may be represented by CHESS Depositary Interests, each representing 1/100th of a share of common stock.
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| (5) |
Any securities registered hereunder may be sold separately or as units with other securities registered hereunder.
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| (6) |
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act, based upon the average of the high and low prices of the
Registrant’s common stock on December 13, 2023, as reported on the Nasdaq Capital Market, in connection with the initial registration of these securities on December 18, 2023 pursuant to this Registration Statement.
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| (7) |
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act, based upon the average of the high and low prices of the
Registrant’s common stock on February 23, 2024, as reported on the Nasdaq Capital Market, in connection with the initial registration of these securities on February 23, 2024 pursuant to this Registration Statement.
|
| (8) |
Previously paid in connection with the registrations described in footnotes (6) and (7) and filing of Post-Effective Amendment No. 1 to this Registration Statement on February 27, 2024.
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