2021 ANNUAL REPORT Our World Looks Positively Electric 20 49 81 Business Overview Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Directors, Executive Officers and Corporate Governance Contents 4 9 12 13 14 18 A Message From Our CEO Operating Principles 2021 Highlights Global Assets Board of Directors Cautionary Notes Computershare Investor Services Overnight Mail Delivery Computershare Investor Services 462 South 4th Street, Suite 1600 Louisville, KY 40202 Regular Mail Delivery Computershare Investor Services PO BOX 505005 Louisville, KY 40233-5005 Shareholder Services – Toll Free +1 866-644-4127 Shareholder Services – International +1 781-575-2906 Whistleblower Hotline +1 888-560-0982 Independent Accountants Deloitte & Touche LLP Forward Looking Statements This annual report and 10K contains forward-looking statements within the meaning of or as described in securities legislation in the United States and Australia, including statements regarding exploration, development and construction activities; current plans for Piedmont’s mineral and chemical processing projects; strategy; and expectations regarding permitting. Such forward-looking statements involve substantial and known and unknown risks, uncertainties and other risk factors, many of which are beyond our control, and which may cause actual timing of events, results, performance or achievements and other factors to be materially different from the future timing of events, results, performance or achievements expressed or implied by the forward-looking statements. Such risk factors include, among others: (i) that Piedmont will be unable to commercially extract mineral deposits, (ii) that Piedmont’s properties may not contain expected reserves, (iii) risks and hazards inherent in the mining business (including risks inherent in exploring, developing, constructing and operating mining projects, environmental hazards, industrial accidents, weather or geologically related conditions), (iv) uncertainty about Piedmont’s ability to obtain required capital to execute its business plan, (v) Piedmont’s ability to hire and retain required personnel, (vi) changes in the market prices of lithium and lithium products, (vii) changes in technology or the development of substitute products, (viii) the uncertainties inherent in exploratory, developmental and production activities, including risks relating to permitting, zoning and regulatory delays, (ix) uncertainties inherent in the estimation of lithium resources, (x) risks related to competition, (xi) risks related to the information, data and projections related to Sayona Quebec and IronRidge Resources, (xii) occurrences and outcomes of claims, litigation and regulatory actions, investigations and proceedings, (xiii) risks regarding our ability to achieve profitability, enter into and deliver product under supply agreements on favorable terms, our ability to obtain sufficient financing to develop and construct our projects, our ability to comply with governmental regulations and our ability to obtain necessary permits, and (xiv) other uncertainties and risk factors set out in filings made from time to time with the U.S. Securities and Exchange Commission (“SEC”) and the Australian Securities Exchange, including Piedmont’s most recent filings with the SEC. The forward-looking statements, projections and estimates are given only as of the date of this presentation and actual events, results, performance and achievements could vary significantly from the forward-looking statements, projections and estimates presented in this presentation. Readers are cautioned not to put undue reliance on forward-looking statements. Piedmont disclaims any intent or obligation to update publicly such forward-looking statements, projections and estimates, whether as a result of new information, future events or otherwise. Additionally, Piedmont, except as required by applicable law, undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of Piedmont, its financial or operating results or its securities. A Message From Our CEO “Forming, Storming, Norming and Performing” Psychologist Bruce Tuckman came up with this memorable phrase in an academic paper he published in 1965. It describes the path that teams follow on their way to high performance. At Piedmont Lithium, we believe the steps Dr. Tuckman identified in 1965 still apply today to any company that is trying to build something dynamic, disruptive, high-performing, and lasting, from the ground up. These stages certainly apply to what we are doing as a emerging company operating in the rapidly expanding U.S. electric vehicle supply chain. And while these stages are focused primarily on the evolution of a corporate culture, we believe they also align in many ways with the stages of our operational growth. We embrace the philosophy that culture is a large determinant of success or failure and we have spent a great deal of time in the past 12 months capturing and communicating our purpose, mission, vision, and values that will serve as the foundation for our company for years to come. With our first Annual Report as an American company, it’s important for our teammates, potential customers, suppliers, neighbors, and shareholders to understand where we are along this continuum, and what we have accomplished. Our operations are somewhere near the end of our “forming” stage and the beginning or our “storming” stage. It’s been a whirlwind of a year. We officially of our operations, we are rapidly expanding our global footprint and critical mineral resources through our strategic investments in projects in Quebec and Ghana. Each investment provides us with the opportunity to increase the amount of spodumene concentrate we can produce with greater efficiency and lower costs, which in turn would increase the amount of valuable lithium redomiciled from Australia to become a U.S. company, hydroxide that we can bring to the market with higher which expanded our access to the largest capital market in the world. Our team expanded 6-fold as we added some of the most talented and experienced professionals in the lithium processing industry across our management, operations, and technical teams. We added intellectual capital and diversity to our Board to give us new perspectives and help guide us as we grow. We successfully assembled the land package for our flagship Carolina Lithium Project, located in margins. With our combined mineral resources in North Carolina, Quebec and Ghana, we are positioned to become the largest lithium hydroxide producer in North America and one of the largest in the world. The flexibility of being an integrated, multi-resource company with feedstock and lithium hydroxide processing capacity, will allow us to provide critical the renowned Carolina Tin Spodumene Belt in Gaston continuity of supply to our customers. We’ll do this County, North Carolina. We released an updated Scoping Study that showed a significant expansion of our mineral resources and along with it, growth in the amount of spodumene concentrate and lithium hydroxide we will be able to produce to serve the fast- growing electric vehicle market. We are pursuing an ATVM loan from the U.S. Department of Energy that, if approved, would give us access to low-cost funding for our Carolina Lithium Project. At the same time, we began our evolution to a multi- asset company. We recognized that a diversified resource base is the key to regionalize the production of lithium hydroxide for lithium-ion batteries. This is especially true when your source material is spodumene concentrate from hard rock, which is preferred by most EV makers. A company that controls a critical mass of spodumene with the ability to produce lithium hydroxide will be well-positioned to serve the fast-growing EV market, while increasing value to shareholders. And that’s exactly how we are building our company. While our Carolina Lithium Project remains the centerpiece through highly sustainable, environmentally responsible operations that will deliver some of the industry’s lowest production costs, and one of the lowest carbon footprints in the world. Future Lithium Hydroxide Production Perhaps the adage, “location, location, location,” has rr aa ee YY rr ee PP ss ee nn nn nn oo TT 8800,,000000 7700,,000000 6600,,000000 5500,,000000 4400,,000000 3300,,000000 2200,,000000 1100,,000000 00 CCaarroolliinnaa LLiitthhiiuumm Carolina Lithium Carolina Lithium SC6 SSuurrpplluuss SC6 GGhhaannaa // EEwwooyyaaaa SSaayyoonnaa // NNAALL Piedmont’s potential lithium hydroxide production assuming spodumene concentrate is converted via the Metso-Outotec process at ratios consistent with the Carolina Lithium Scoping Update dated June 2021 never been more appropriate than when associated with the North American electric vehicle supply chain. It certainly applies to our foundational project given the geology and geography of our operations. Operating in an historic spodumene belt in the United States with ready access to an experienced workforce, rail, ports, and interstate highway system, we have a unique strategic moat that is difficult, if not impossible to match. We’re also located amidst the Auto Alley in the U.S. where multiple OEM’s and battery companies are announcing projects at a rapid pace, and our strategic location reduces transportation and other costs while improving their continuity of supply. Another phenomenon occurring in electric vehicle production, especially with U.S. automakers, is a focus 4 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 5 A Message from our President and CEOA Message from our President and CEO r e e O ff i c ti v u c e x f E h i e t & C n e s i d e r P on producing higher range vehicles with higher energy and chemically refined in China. Our carbon footprint density batteries. This changes the battery chemistry will be on par with brine-based production of lithium required, which dictates the production of higher nickel hydroxide which require considerable quantities of cathodes. As the nickel content moves beyond 60%, it reagents to be transported by ocean going vessels. Our demands the use of lithium hydroxide, which is what operations will potentially use 1/100th or less water per we are focused on producing in our North American tonne of lithium hydroxide produced compared to our operations. The past twelve months have not been without challenges, but our team stayed the course, remained focused on our goals, and managed each obstacle placed in front of us with integrity and ingenuity. We are working closely with Federal, State and Local officials to obtain the final permits and zoning we need to begin production on our Carolina Lithium Project. Embedded in many of our conversations, and the regulations that govern our industry, is a focus on environmental responsibility. For many of the reasons outlined, combined with the integration of the competitors where supplies of fresh water are scarce. Additionally, when compared to these other regions, our land footprint will be considerably less than brine operations in South America, and lower than China. We are now focused on achieving carbon intensity of Net Zero on Scope 1 and 2 emissions with best-in-class total performance including Scope 3 emissions. We’re also looking forward to issuing our first Corporate Social Responsibility Report to further present how we think about and are approaching all the elements that will define our ESG profile which is increasingly important to a wide range of stakeholders. most advanced techniques and technologies in the In the end, everything we are doing and plan to do industry, we believe we will build the most sustainable, is focused on creating value for shareholders and integrated spodumene to hydroxide operation in the playing our part to help preserve and protect our world, supporting our corporate promise of Power with planet. We believe we are in a great position to do Tomorrow in Mind. Our Carolina Lithium operations will that and have built a great team to make it happen. be on one integrated campus, which will allow us to Ultimately, we remain buoyed by the fact that most use covered, electric conveyors to transport material forecasts for the next decade show lithium demand within our operations instead of hundreds or thousands significantly exceeding available supply, which bodes of miles by ship, truck or rail for processing. We’ve also well for efficient, effective upstream suppliers of chosen a refining process in our chemical plant that lithium hydroxide, like Piedmont Lithium. There is one should greatly reduce emissions and will use readily indisputable fact. Electric vehicles require lithium-ion available materials like lime and sodium carbonate. batteries and lithium-ion batteries require lithium. We We’re planning to use an on-site solar farm to help believe we are the best positioned producer in the world power our operations. We initiated our first Lifecycle and certainly the best positioned to support the fast- Assessment comparing our proposed operations to the growing North American EV supply chain. We believe large existing operations in Australia, China, and South our future is positively electric. America. Our carbon intensity is projected to be half of incumbent producers of lithium hydroxide starting with spodumene mined in Western Australia and shipped to 6 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 7 A Message from our President and CEOA Message from our President and CEO Operating Principles THE PIEDMONT PROMISE THE PIEDMONT PURPOSE THE PIEDMONT VISION Lead by example for our people, our communities, and our customers Empowering people by protecting and preserving a more sustainable planet Powering a sustainable future for the world’s clean energy transition THE PIEDMONT MISSION To be the most sustainable producer of lithium hydroxide in the world, improving the quality of life for people around the globe KEY FOCUS AREAS CORE VALUES GUIDING PRINCIPLES Safety Operational Excellence Community Environment People Care Humility Integrity Collaboration Respect Creativity Live our core values every day Deliver best-in-class Health, Safety, and Environment performance in a sustainable manner Empower, develop, and set clear expectations for our Team to achieve success Be inclusive and treat everyone equally with dignity and respect Focus on our customers in everything we do Serve others and look for ways to help our colleagues and our community 8 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 9 About UsAbout Us ESG & Social Responsibility Our Carolina Lithium Project is expected to have a superior sustainability profile relative to the current producers based in China and South America. Chinese lithium producers are highly reliant on coal-fired power and generally utilize a carbon-intensive sulfuric acid roasting process to convert raw materials shipped in from Australia, while South American producers tend to utilize vast tracts of land and large quantities of water, Australia and chemically refined in China. It is on par with brine-based production routes to lithium hydroxide which require considerable quantities of reagents to be transported by ocean going vessels and supplies of fresh water in a water scarce region. Our operations will potentially use 1/100th or less water per ton of lithium hydroxide produced compared to brine-based producers. Piedmont is now focused on achieving carbon intensity of Net Zero on Scope 1 and 2 emissions with best-in-class total performance including Scope 3 emissions. Highlights Include all in the driest desert in the world, the Atacama. Our Metso Outotec process that will reduce emissions, unique location, combined with the adoption of eco- eliminate sulfuric acid roasting, and minimize solid waste conscious technologies and processes, should support Solar power generation, in-pit crushing, and electric us in pursuing our goal of being the most sustainable conveyors will reduce reliance on carbon-based operation of our kind in the world. energy sources Vastly diminished transportation distances for raw In 2021, we engaged the services of the environmental materials and finished product consulting firm, Minviro, to conduct a prospective Lifecycle Co-locating all operations on the same proposed Assessment comparing our proposed lithium production operations to existing operations of a similar scope in site in Gaston County will minimize transit and allow unused by-products streams to be repurposed for site Australia and South America. The findings are outlined redevelopment in the chart identified as Figure 1. Our carbon intensity is Expanding the by-products operations to serve projected to be half that of incumbent producers of lithium valuable markets for quartz, feldspar and mica hydroxide starting with spodumene mined in Western 99tt 99tt 2200tt 66,,330000 GGaalllloonnss 112244,,000000 GGaalllloonnss 1166,,440000 GGaalllloonnss ..0011 AAccrree ..7777 AAccrree ..0022 AAccrree CCaarroolliinnaa AAttaaccaammaa CChhiinnaa CCaarroolliinnaa AAttaaccaammaa CChhiinnaa CCaarroolliinnaa AAttaaccaammaa CChhiinnaa Carbon Intensity1 Per Tonne of Lithium Hydroxide Water Usage Per Tonne of Lithium Hydroxide Land Footprint Per Tonne of Lithium Hydroxide Figure 1: Lifecycle Analysis of key carbon intensity, water usage, and land footprint 1: Includes Scope 1, 2 and 3 emissions 10 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC ESG & Social Responsibility“ The strategic location of our mineral resource, integrated production operations and proximity to our customer base, will allow us to deliver a valuable supply of high-quality, sustainably produced lithium hydroxide from spodumene concentrate, which is preferred by most electric vehicle manufacturers. ”Keith Philllips, President & Chief Executive Officer 2020/2021 Highlights Formed strategic partnership with Sayona Mining for Signed an offtake agreement with a leading electric planned future production of spodumene concentrate vehicle manufacturer Expanding Our Global Resources in Quebec, Canada Entered into a strategic partnership with Atlantic Lithium (formerly Iron Ridge Resources) for the planned future production of spodumene concentrate in Ghana Partnered with Metso Outotec on lithium hydroxide conversion technology, specifically the use of alkaline pressure leaching for the conversion of spodumene concentrate to lithium hydroxide Published results of a lifecycle analysis of our Carolina Lithium Project performed by industry-leading Minviro Group Completed redomiciliation from Australia to the United States, which included changing primary listing from ASX to Nasdaq Expanded our team in several key areas such as HSE, HR, Finance and Engineering, while increasing leadership diversity across the organization 3 Year Stock Performance June 30, 2018 – June 30, 2021 700% 600% 500% 400% 300% 200% 100% 0% 6/29/2018 6/29/2019 6/29/2020 6/29/2021 PLL LIT RUT-RUX Completed two U.S. public stock offerings totaling $180 million in gross cash proceeds Note: The above chart assumes simultaneous investments of $100 on June 30, 2018, in Piedmont Lithium Inc. common stock and in each of the above indices. Global X Lithium & Battery Tech ETF (LIT); Russell 2000 (RUT-RUX) The Piedmont Family. There’s power in our purpose. 12 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 13 (1) Pro-forma 78.7Mt @ 1.04% Li2O based on Sayona Quebec JORC Code Compliant MRE of 20.94Mt @ 1.01% Li2O announced on September 24, 2018 and NAL NI 43-101 Compliant MRE of 57.7Mt @ 1.05% Li2O effective August 24, 2017 and reported by Sayona Mining on September 13, 2021 as a Foreign Mineral Resource Estimate. As of November 28, 2021 Piedmont owns a 25% interest in Sayona Quebec and a 16.52 interest in Sayona Mining, resulting in an effective economic interest of 37.4% (2) Refer to Company announcement dated October 21, 2021 (3) Piedmont can earn a 50% interest in Atlantic Lithium (formerly IronRidge Resources) portfolio and will subscribe for a 9.47% stake in the parent company. Please refer to Atlantic Lithium’s AIM announcement dated January 28, 2020 and January 19, 2021; production target reported independent of Piedmont Lithium Results and HighlightsResults and HighlightsResources: 78.7Mt @ 1.04% Li2O1Production: 113,000 tpy SC6 to PiedmontResources: 44.2Mt @ 1.08% Li2O2Production: 30,000 tpy LiOH; 248,000 tpy SC6Resources: 14.5Mt @ 1.31% Li2O3Production: 295,000 tpy SC6 (50% to PLL) Board of Directors JEFF ARMSTRONG Chairman of the Board Mr. Armstrong has served as Chairman of our Board since May 2021. He also served as Chairman of the board of our predecessor company prior to the Redomiciliation. He has has lived and worked in the U.S., Latin America and Canada and has visited hundreds of industrial companies worldwide. Mr. Beristain received a B. Comm. from the University of Alberta and is a C.F.A. served as Chief Executive Officer and Chief Financial Officer of We believe Mr. Beristain is qualified to serve on our Board North Inlet Advisors, a FINRA regulated entity, since 2009. North because of his extensive international finance and public Inlet provides investment banking services to middle market equity background and experience in the valuation of companies in the industrial, consumer, business services and mining, metals and chemical operations and downstream agriculture space. Mr. Armstrong has served on the boards of manufactured metal uses. as Managing Director and Head of Deutsche Bank AG’s Americas in Raleigh, North Carolina, and serving as an advisory board Development and Strategy, Managing Director of European Metals & Mining equity research, where he was consistently member of Duke Raleigh Hospital. Mr. Demby received an M.B.A. Operations and several other critical leadership positions. Ms. ranked by institutional investors as one of the top analysts in the from the Rensselaer Polytechnic Institute and a B.S. in Chemical Jones has served on the board of TC Energy Corporation (NYSE: U.S. During his over 20-year career on Wall Street, Mr. Beristain Engineering from the University of Delaware. TRP), a $50 billion market cap an energy infrastructure company, We believe Mr. Demby is qualified to serve on our Board because of his extensive executive and operational leadership experience in growing businesses internationally and his exceptional governance experience. TODD HANNIGAN Director Mr. Hannigan has served as a member of our Board since May 2021. He also served as a member of the board of our predecessor company prior to the Redomiciliation. He has over 25 years of global experience in natural resources as a company founder, chief executive officer, private capital investor and non- since May 2020 and Arc Resources Ltd. (OTCMKTS: AETUF), an oil and gas company and its predecessor company, since May 2020. Ms. Jones previously advised the boards of both Agrium Inc. and Nutrien, as an executive, and also previously served on the boards of Gibson Energy Inc. (OTCMKTS: GBNXF) and Canpotex Limited. Ms. Jones received a L.L.B. from the University of Ottawa (Canada) and a B.A. in Political Science and Hispanic Studies from the University of Victoria (Canada). She also earned a Leadership Diploma from the University of Oxford and holds a Director Certificate from Harvard University. We believe Ms. Jones is qualified to serve on the Board given her extensive mining, chemicals, supply chain and sales experience as well as her legal and board governance background. KEITH PHILLIPS President & Chief Executive Officer CLAUDE DEMBY Director Mr. Demby has served as a member of our Board since June executive director. In these lead roles, Mr. Hannigan has helped 2021. He has served as President of Cree LED, a Smart Global build a range of valuable companies in the private and public Holdings, Inc. company (Nasdaq: SGH), since 2021. Prior to markets. Most recently, he served as a non-executive director of SGH acquiring Cree LED from WolfSpeed (Nasdaq: WOLF), Mr. GB Energy. Mr. Hannigan currently serves as Executive Chairman Demby held various positions, including Senior Vice President of Hyperion Metals Limited (ASX: HYM), a company that develops Mr. Phillips has served as our President and Chief Executive and General Manager of the Cree LED business and Senior Vice zero carbon, critical mineral and metal supply chains in the U.S., Officer since July 2017 and as a member of our Board since President of Corporate Development. Mr. Demby served as a role he has held since May 2021. Mr. Hannigan received an May 2021. He also served as the Chief Executive Officer and a Chief Executive Officer and Director of the Noël Group, LLC, a M.B.A. from INSEAD and a B. Eng. in Mining from the University member of the board of our predecessor company prior to the global manufacturer of synthetic foam materials, from 2008 to of Queensland. 2014 prior to joining Wolfspeed and after serving on the Noël Group Board starting in 2001. From 2001 to 2008 Mr. Demby was President and Chief Operating Officer of L&L Products Inc., a global manufacturer of NVH and structural devices for the automotive and aerospace sectors. Mr. Demby began his career in engineering roles with Procter & Gamble Company and GE Plastics focused on the chemical processing and manufacture of consumer and industrial products. He has served as Chair of the Governance and Nominating Committee on the board of Brown Capital Management Mutual Fund Trust, a mutual fund, since 2016 and on the board of Eos Energy Enterprises, an energy storage company, since 2021. He previously served on the board of the Federal Reserve Bank of Richmond - Charlotte branch from 2012 to 2017, including time as Chairman. Mr. Demby has a strong record of community service through his founding and running of Valour Academy Schools, Inc., We believe Mr. Hannigan is qualified to serve on our Board because of his experience in the natural resources industry as well as his experience leading public and private companies. SUSAN JONES Director Ms. Jones has served as a member of our Board since June 2021. Ms. Jones spent 15 years of her career at Nutrien Ltd. (NYSE: NTR), a multibillion-dollar global mining and agricultural Redomiciliation. Mr. Phillips joined the Company after a 30-year career on Wall Street during which time he worked on strategic and financing transactions representing over $100 billion in aggregate value. He served, most recently, as Senior Advisor with merchant banker Maxit Capital LP, from September 2015 to June 2017. Prior to Maxit Capital, he led the mining investment banking teams for Merrill Lynch, JPMorgan and Dahlman Rose & Co., LLC. Mr. Phillips received an M.B.A. from the University of Chicago and a B. Comm. from the Laurentian University in Canada. enterprise. Her most recent role prior to retirement in October Mr. Phillips is qualified to serve on our Board because of his 2019 was serving as Executive Vice President and Chief extensive experience with mining companies, including many Executive Officer of Potash, the world’s largest underground soft- established global leaders, and his particular expertise in rock miner. Over the course of her career, Ms. Jones has served advising exploration and development-stage companies in in roles ranging from Executive Vice President and Senior Vice President, Phosphate Business Unit, Chief Legal Officer, Business achieving their strategic objectives, with a particular focus on obtaining relevance in the U.S. capital markets. private companies in the chemical, solar, healthcare device and direct to consumer sectors. Prior to 2009, Mr. Armstrong served as Head of Mergers and Acquisitions, Private Equity Coverage and Leveraged Capital at what is now Wells Fargo’s Investment Bank. Mr. Armstrong also worked as an investment banker in the late 1980’s and 1990’s for Citigroup and for Morgan Stanley. Mr. Armstrong resides in Charlotte, North Carolina and is actively engaged in the community. He received an M.B.A. from the Darden School of Business, a B.S. from the McIntire School of Commerce and is a Chartered Financial Analyst. We believe Mr. Armstrong is qualified to serve on our Board because of his extensive financial experience. JORGE BERISTAIN Director Mr. Beristain has served as a member of our Board since May 2021. He also served as a member of the board of our predecessor company prior to the Redomiciliation. He has served as the Chief Financial Officer of Central Steel & Wire Co., a wholly owned subsidiary of Ryerson Holding Corporation (NYSE: RYI), since July 2019. CS&W is a leading metals distributor and fabricator with service centers in Chicago, Cincinnati and Greensboro. RYI is North America’s second largest service center with approximately 100 locations in the U.S., Canada and Mexico, supplying carbon and stainless steel, aluminum, red metals and semi-fabricated products to the machinery, transport, consumer durables, food processing, construction and energy sectors. From June 2000 to November 2017, Mr. Beristain served 14 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 15 Board of DirectorsBoard of Directors Executive Officers Our leadership team is focused on building a culture and set of operating principles that encourages curiosity, creativity, ingenuity and excellence. This kind of environment empowers our teammates to operate at a high level, delivering added value to all our stakeholders. KEITH PHILLIPS President & Chief Executive Officer Mr. Phillips has served as our President and Chief Executive Officer since July 2017 and as a member of our Board since May 2021. He also served as the Chief Executive Officer and a member of the board of our predecessor company prior to the Redomiciliation. Mr. Phillips joined the Company after a 30-year career on Wall Street during which time he worked on strategic and financing transactions representing over $100 billion in aggregate value. He served, most recently, as Senior Advisor with merchant banker Maxit Capital LP, from September 2015 to June 2017. Prior to Maxit Capital, he led the mining investment banking teams for Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bear Stearns Companies, Inc., JPMorgan Chase & Co. and Dahlman Rose & Co., LLC. Mr. Phillips received an M.B.A. from the University of Chicago and a B. Comm. from the Laurentian University in Canada. PATRICK BRINDLE Executive Vice President & Chief Development Officer Mr. Brindle has served as our Executive Vice President and Chief Development Officer since May 2021. From January 2018 to May 2021, Mr. Brindle served as our Vice President and Project Manager. Prior to joining the Company, from January 2000 to December 2017, he served as Vice President of Engineering for DRA Taggart LLC, a subsidiary of DRA Global Limited (ASX: DRA), an engineering firm specialized in project delivery of mining and mineral processing projects globally. Over his career, Mr. Brindle has held various management and senior engineering roles including multi-year expatriate assignments and has completed EPC projects in diverse jurisdictions including the U.S., Canada, China, Mongolia, Brazil, Russia and others. Mr. Brindle received a B.S. in Environmental Science and a B.S. in Civil Engineering from Virginia Tech. BRUCE CZACHOR Executive Vice President & Chief Legal Officer DAVID KLANECKY Executive Vice President & Chief Operating Officer MICHAEL WHITE Executive Vice President & Chief Financial Officer Mr. Czachor has served as our Executive Vice President and Chief Legal Officer and Secretary since August 2021. He joined the Company in December 2018 on a part-time basis as our Vice President and General Counsel, and served as legal consultant for most of 2020 before rejoining as our Vice President and General Counsel in December 2020. Mr. Czachor has over 34 years of experience in general corporate matters, corporate governance, capital markets, bank finance, mergers and acquisitions, joint ventures, licensing agreements and commercial transactions, and was a partner at Shearman & Sterling LLP and Orrick, Herrington & Sutcliffe LLP. Over his career, Mr. Czachor has represented a wide variety of businesses, ranging from Fortune 500 companies to start-ups, and he has extensive experience in the mining, energy and cleantech industries. Mr. Czachor received a J.D. from New York Law School and a B.A. in Political Science from Binghamton University. He is admitted to practice in New York, New Jersey and California. Mr. Klanecky has served as our Executive Vice President and Chief Operating Officer since April 2021. He has spent most of his career in senior operational, research and development, commercial and strategic leadership roles. From August 2013 to April 2021, Mr. Klanecky served in increasingly senior management roles within Albemarle Corporation (NYSE: ALB), the world’s leading lithium producer, including as Vice President of Strategy and Corporate Development and most recently, as Vice President of Lithium Operations – APAC/EU, with global responsibility for Albemarle’s manufacturing and operations, process technology and product management within the global lithium business. Mr. Klanecky also served as interim Chief Executive Officer of the MARBL joint venture between Albemarle and Mineral Resources Ltd, which includes the Kemerton and Wodgina assets in Australia. Before joining Albemarle, Mr. Klanecky had an impressive 20-year career with The Dow Chemical Company that spanned the globe, including expat assignments in Spain, Switzerland and China across a number of innovative industries. In his last role with Dow, Mr. Klanecky served as the Global Business Director and launched the Dow Energy Materials Business, focused on Lithium-Ion Battery Materials offerings to cell manufacturers and Auto OEMs. Mr. Klanecky received a B.S. in Chemical Engineering from the University of Nebraska and an Executive M.B.A. from Thunderbird School of Global Management. Mr. White has served as our Executive Vice President and Chief Financial Officer since June 2021. Prior to joining the Company, Mr. White served as Vice President, Chief Accounting Officer and Corporate Controller of ChampionX Corporation (Nasdaq: CHX), formerly Apergy Corporation, a multibillion- dollar manufacturing, chemicals and services public company, where he was responsible for leading the company’s global accounting and financial reporting. In that role, Mr. White led enterprise-wide transformation of the global controllership function, created sustainable financial reporting with key performance metrics for operational leadership and provided financial leadership related to mergers and acquisition activities, including a successful IPO. Prior to ChampionX, Mr. White served as Senior Vice President, Chief Accounting Officer and Corporate Controller for Aegion Corporation, a global manufacturing company serving the industrial, oil and gas and water industries. He has held senior financial leadership positions throughout his 25-year career with companies primarily in the energy and technology sectors, including roles as Chief Financial Officer of Baker Energy and as a manager in the assurance practice with Ernst & Young LLP. Mr. White received a B.B.A. in Accounting and Finance from the University of Houston, C.T. Bauer College of Business and is a C.P.A. 16 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 17 Executive OfficersExecutive Officers Cautionary Notes Cautionary Notes our limited operating history in the lithium industry; All forward-looking statements reflect our beliefs and S-K, Subpart 1300 (“S-K 1300”). Australian reporting our status as an exploration stage company, including assumptions based on information available at the requirements for disclosure of mineral properties are our ability to identify lithium mineralization and achieve time the assumption was made. These forward-looking governed by the 2012 Edition of the Australasian Code commercial lithium mining; statements are not based on historical facts but rather on for Reporting of Exploration Results, Mineral Resources mining, exploration and mine construction, if warranted, management’s expectations regarding future activities, and Ore Reserves (“JORC Code”). Both sets of reporting on our properties, including timing and uncertainties results of operations, performance, future capital and other standards have similar goals in terms of conveying an related to acquiring and maintaining mining, exploration, expenditures, including the amount, nature and sources appropriate level of confidence in the disclosures being of funding thereof, competitive advantages, business reported but embody different approaches and definitions. CAUTIONARY NOTE REGARDING FORWARD- LOOKING STATEMENTS This annual report on Form 10-K contains forward-looking statements that involve risks and uncertainties and includes statistical data, market data and other industry data and forecasts, which we obtained from market research, publicly available information and independent industry publications and reports that we believe to be reliable sources. Certain information included or incorporated by reference in this annual report on Form 10-K may be deemed to be “forward-looking statements” within the meaning of applicable securities laws. Such forward-looking statements concern our anticipated results and progress of our operations in future periods, planned exploration and, if warranted, 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 annual report on Form 10-K include, but are not limited to, statements with respect to risks related to: our operations being further disrupted and our financial results being adversely affected by public health threats, including the novel coronavirus (“COVID-19”) pandemic; environmental and other licenses, permits, access rights or approvals in Gaston County, North Carolina, the Province of Quebec, Canada and Ghana as well as properties that we may acquire or obtain an equity interest in the future; completing required permitting, zoning and re-zoning activities required to commence mining and processing operations for the Carolina Lithium Project (as defined below); our ability to achieve and maintain profitability and to develop positive cash flows from our mining and processing activities; 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 activities; our ability to develop and achieve production on our properties; our ability to enter into and deliver products under supply 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 and developing employees; possible defects in title of our properties; compliance with government regulations; environmental liabilities and reclamation costs; estimates of and volatility in lithium prices or demand for lithium; prospects and opportunities. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, known and unknown, that contribute to the possibility that the predictions, forecasts, projections or other forward-looking statements will not occur. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated, or expected. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Except as otherwise required by the securities laws of the United States, we disclaim any obligation to subsequently revise any forward- looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. We qualify all the forward-looking statements contained in this annual report on Form 10-K by the foregoing cautionary statements. CAUTIONARY NOTE REGARDING DISCLOSURE OF MINERAL PROPERTIES Reserves, Resources and Mineralized Material We are subject to the reporting requirements of the Under Guide 7, mineralization may not be classified as a reserve unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. We are an exploration stage mining company, and we have no reserves as defined by Guide 7. Beginning with our annual report on Form 10-K for the fiscal year ended June 30, 2022, we will need to comply with S-K 1300 in lieu of Guide 7. While the guidelines for reporting mineral resources, including subcategories of measured, indicated and inferred resources, are largely similar for JORC Code and S-K 1300 standards, documentation is ongoing with respect to the S-K 1300 Technical Report Summary to formally categorize our mineral holdings as both JORC Code and SK 1300 compatible. The terms “mineral resource,” “measured mineral resource,” “indicated mineral resource” and “inferred mineral resource” are Australian mining terms defined in accordance with the JORC Code. Comparable terms are now also defined by the U.S. Securities and Exchange Commission (“SEC”) in its newly adopted Modernization of Property Disclosures for Mining Registrants as promulgated in its S-K 1300 standards. While guidelines for reporting mineral resources, including subcategories of measured, indicated and inferred resources, are largely similar for JORC Code and S-K 1300 standards, information contained herein that describes our mineral deposits may not be comparable to similar information made public by other U.S. companies subject to reporting and disclosure requirements under the U.S. federal securities laws and the rules and regulations thereunder. our common stock price and trading volume volatility; applicable U.S. and Australian securities laws, and as a the development of an active trading market for our result we report our mineral reserves and mineral resources common stock; according to two different standards. U.S. reporting our status as an emerging growth company; and requirements currently applicable to us are governed by our failure to successfully execute our growth strategy, the Securities Act of 1933, as amended (“Securities Act”), including any delays in our planned future growth. and the Exchange Act of 1934, as amended (“Exchange Act”), including Industry Guide 7 (“Guide 7”) and Regulation 18 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 19 Cautionary NotesCautionary Notes Business ITEM 1 Business Overview Delaware. We maintain executive offices at 32 North Pursuant to the Redomiciliation, holders of Piedmont become an “integrated” supplier with access to premier Main Street, Suite 100, Belmont, NC 28012, and our Australia’s ordinary shares received one (1) CDI in global mineral resources, spodumene concentrate telephone number is (704) 461-8000. Our website Piedmont Lithium Inc. for each ordinary share held facilities and lithium hydroxide processing facilities. This address is www.piedmontlithium.com. Shares of our in Piedmont Australia on the Redomiciliation record approach should allow us to become one of the most Piedmont Lithium Inc. is an exploration stage company common stock, par value $0.0001 per share, are date; and holders of ADSs in Piedmont Australia, each sustainable, cost-effective suppliers in the world, and developing a multi-asset, integrated lithium business traded on the Nasdaq Capital Market (“Nasdaq”) under of which represented 100 Piedmont Australia ordinary further help potential customers achieve their important contributing to the transition to a net zero carbon world the symbol “PLL” and our Chess Depository Interests shares, received one (1) share of common stock of environmental, social and governance (“ESG”) goals and the creation of a clean energy economy in North (“CDIs”), each representing 1/100th of a share of our Piedmont Lithium Inc. for each ADS held in Piedmont required by shareholders and regulatory agencies. America. Through this endeavor, we are focused on common stock, are traded on the Australian Securities Australia on the Redomiciliation record date. developing and manufacturing battery quality lithium Exchange (“ASX”), also under the symbol “PLL.” All issued and outstanding shares of our common stock plan to maximize the utilization of the Carolina Lithium Complementary to our lithium-based strategy is our hydroxide for the fast-growing electric vehicle industry. The centerpiece of our operations, our wholly-owned Carolina Lithium Project (“Carolina Lithium Project”), is located in the renowned Carolina Tin-Spodumene Belt of North Carolina. We are geographically diversified Unless otherwise indicated, all references to “$” are have been retroactively adjusted in these consolidated Project’s mineral resources, including marketable to United States dollars, all references to “AUD” are to financial statements to reflect the 100:1 ratio and share byproducts quartz, feldspar and mica. The existence Australian dollars and all references to “CAD” are to consolidation as if these events had occurred on July 1, 2019. of these minerals in the Carolina Lithium Project’s Canadian dollars. Our reporting currency is U.S. dollars. OUR SEGMENT with equity investments in strategic partnerships that Our fiscal year ends on June 30 of each calendar year. own lithium resource assets in Canada and Ghana. All references to years 2020, 2021, 2022, 2023 and 2024 Collectively, these resource assets and the location in this Form 10-K refer to fiscal years ended June 30, of these assets in the United States, Canada and 2020, 2021, 2022, 2023 and 2024, respectively, unless Ghana, strategically position us to be a large, low-cost, otherwise stated. REDOMICILIATION Piedmont Lithium Inc. acquired all of the issued and outstanding ordinary shares of Piedmont Australia, our Australian predecessor and a wholly owned subsidiary, We have one operating segment which is also our reportable segment. Our chief operating decision maker, who is also our Chief Executive Officer, manages our operations on a consolidated basis for purposes of allocating resources. OUR STRATEGY ore body creates additional revenue streams while lowering production costs related to our primary extraction and processing of lithium hydroxide. The availability and marketability of quartz, feldspar, and mica will significantly reduce waste associated with the manufacturing of lithium hydroxide, thereby contributing to our sustainability goals within our ESG strategy. Our strategy is to become a highly strategic, fully- Our equity investments in Quebec, Canada, which integrated North American producer of lithium include an existing North American Lithium (“North hydroxide using spodumene concentrate sourced from American Lithium” or “NAL”) mine near Val-d’Or, pursuant to a Scheme of Arrangement under Australian law, multiple global mineral deposits in which we hold both Canada, position us for potential future production of which was approved by Piedmont Australia’s shareholders on February 26, 2021, and the Federal Court of Australia on May 5, 2021 (collectively referred to as “Redomiciliation”). As part of the Redomiciliation, the Company changed its economic interests and long-term supply agreements. spodumene concentrate in the Province of Quebec, The centerpiece of our business will be our wholly- while taking advantage of low-cost, zero-carbon owned Carolina Lithium Project in North Carolina. We hydroelectricity. We believe our equity investment and also hold economic interests and long-term supply earn-in agreement in Ghana will provide us access to place of domicile from Australia to the State of Delaware in agreement rights in an existing spodumene mine in hard rock lithium assets including a future long-term the United States, effective May 17, 2021. Canada and pre-production spodumene deposits in supply of spodumene concentrate through our existing Piedmont Australia’s ordinary shares were listed on the Canada and Ghana. spodumene concentrate supply agreement. ASX, and Piedmont Australia’s American Depositary Our strategy involves developing a low cost, highly Our strategy is to continue to evaluate strategic Shares (“ADSs”), each representing 100 of Piedmont sustainable, North American source of lithium hydroxide partnership opportunities with lithium projects globally Australia’s ordinary shares, were traded on Nasdaq. Following the approval of the Redomiciliation, the manufactured from both domestic and imported that are located in favorable jurisdictions, have the spodumene concentrate, giving North American battery potential for scale, low-cost, sustainable production Company moved its primary listing from the ASX to and electric vehicle manufacturers better continuity of practices, and are logistically-advantaged relative to our Nasdaq and retained an ASX listing via CDIs, each supply while also helping them meet their environmental proposed lithium hydroxide manufacturing sites. representing 1/100th of a share of common stock of commitments. A key component of our strategy is to sustainable producer of lithium products, serving the North American and European electric vehicle and battery supply chains. The geology, geography and proximity of our resources, planned production operations and customer base, should allow us to deliver a valuable supply of high-quality, sustainably produced lithium hydroxide from spodumene concentrate, which is preferred by most electric vehicle manufacturers. Our diversified operations should enable us to play a pivotal role in supporting the move toward decarbonization and the electrification of transportation and energy storage. Unless the context otherwise indicates, the terms “we,” “us,” “our,” the “Company,” or “Piedmont Lithium” all refer to Piedmont Lithium Inc. and its consolidated subsidiaries at all times on and after the effective date of the Redomiciliation (as defined below) and refers to Piedmont Lithium Limited (“Piedmont Australia”) and its consolidated subsidiaries at all times prior to the effective date of the Redomiciliation. Piedmont Lithium Inc. is incorporated in the State of Piedmont Lithium Inc. 20 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 21 BusinessBusiness Our business plan is subject to market conditions and Through our subsidiary, Piedmont Lithium Quebec 1980s. The Carolina Tin-Spodumene Belt is located world for exploration of lithium pegmatites given its the ability to define an economically viable project. We Holdings, Inc., we hold a 25% equity interest in Sayona approximately 25 miles west of Charlotte, North Carolina favorable geology and easy access to infrastructure, intend to implement our business plan by: Quebec Inc. (“Sayona Quebec”) for the purpose of in the United States. completing additional drilling programs on our properties to expand current mineral resource furthering our investment and strategic partnership in Quebec, Canada with Sayona. The remaining 75% equity interest is held by Sayona. Sayona Quebec holds a 100% estimates and increase geological confidence of our interest in the existing lithium mining operations of North mineral resource estimates; American Lithium. continuing to secure additional properties within the Carolina Tin-Spodumene Belt to undertake additional Through our subsidiary, Piedmont Lithium Ghana exploration; Holdings, Inc., we hold an equity interest of approximately undertaking further technical studies to assess the 10% in IronRidge Resources Limited (“IRR”), an Australian economic potential of the Carolina Lithium Project company publicly listed on the Alternative Investment and defining a lithium reserve base, including further Market of the London Stock Exchange, for the purpose of metallurgical studies and feasibility studies; forming a strategic partnership to explore, evaluate, mine, undertaking discussions with potential lithium offtake develop and ultimately produce spodumene concentrate parties for future sale of lithium products; in Ghana. This investment was made subsequent to the completing permitting and zoning activities required year ended June 30, 2021.We have the right to acquire up to commence mining and processing operations for to a 50% equity interest in the Ghanaian entities, which the Carolina Lithium Project; are currently wholly-owned subsidiaries of IRR, through evaluating the potential restart of operations at North expected future staged investments of up to $87 million. American Lithium in Quebec, Canada; See Note 17 to the consolidated financial statements in advancing our earn-in interests allowing for increased this Form 10-K. Through our subsidiary, Piedmont Lithium Carolinas, Inc., we hold a 33% equity interest in Pronto Minerals, As of June 30, 2021, the Carolina Lithium Project comprised approximately 3,116 acres of surface property and associated mineral rights, of which approximately 1,329 acres were owned, approximately 113 acres were subject to long-term leases, approximately 79 acres were power, research and development centers for lithium and battery storage, major high-technology population centers and downstream lithium processing facilities. Piedmont Lithium Location in the Carolina Tin- Spodumene Belt subject to lease-to-own agreements, and approximately Spodumene Concentrate Operation 1,595 acres were subject to exclusive option agreements. These exclusive option agreements, upon exercise, allow us to purchase or, in some cases, enter into long-term lease agreements for the surface property and associated mineral rights. Our option agreements provide for annual option payments, bonus payments during periods when we conduct drilling, and royalty payments during periods when we conduct mining. Our option agreements generally provide us with an option to purchase the optioned property at a specified premium over fair market value. Our obligation to make annual option payments and drilling payments will terminate with respect to a property if we exercise our purchase option. We also own a 61-acre property in Kings Mountain, North Carolina. We have reported mineral resource estimates as part of equity investment in Ghana; completing required financing activities; completing construction for our lithium mining and processing activities, globally; commencing lithium mining and processing activities to supply electric vehicle and battery storage markets; and commencing byproduct manufacturing and sales operations for our Carolina Lithium Projects. OWNERSHIP INTERESTS Through our parent entity, Piedmont Lithium Inc., and our wholly-owned subsidiary, Piedmont Lithium Limited, we hold an equity interest of approximately 19% in Sayona LLC (“Pronto Minerals”), a North Carolina limited liability our exploration and evaluation activities, which include company, for the purpose of marketing and selling completion of 582 drill holes totaling 85,592 meters and byproducts, specifically quartz, feldspar and mica, spanning five drilling campaigns as of June 30, 2021. As produced by Piedmont Lithium Inc. The remaining 67% of the date of this annual report on Form 10-K, we have equity interest is held by Ion Carbon Minerals, LLC (“Ion”), completed 599 exploration drill holes totaling 88,185 a North Carolina limited liability company. meters and spanning five drill campaigns. The integrated Scoping Study update for the Carolina Lithium Project is based on a 20-year project life, with an estimated average annual production of 248,000 metric tons of spodumene concentrate (“SC6”) at steady-state. Our Lithium Projects CAROLINA LITHIUM PROJECT Mining Limited (“Sayona”), an Australian company Overview publicly listed on the ASX and based in Australia, for Piedmont Lithium holds a 100% interest in the Carolina the purpose of forming a strategic partnership to Lithium Project located within the Carolina Tin- Since securing the exploration rights and initial land position in 2016, we have focused on proving the potential of mineral resources for the Carolina Lithium Project. As of June 30, 2021, resource drilling has defined over 100 spodumene-bearing pegmatite bodies within areas of our properties with most of the spodumene- bearing mineralization on our properties occurring Lithium Hydroxide Conversion Operation The integrated Scoping Study update for the Carolina Lithium Project assumes a lithium hydroxide conversion plant, also referred to as a chemical plant, will operate for 20 years, with production commencing approximately 90 days after the start of the spodumene concentrator. The lithium hydroxide chemical plant has an estimated explore, evaluate, mine, develop and ultimately produce Spodumene Belt, which historically provided most of within 150 meters of the surface. The Carolina Tin- production rate of 30,000 metric tons of lithium spodumene concentrate in Quebec, Canada. the western world’s lithium between the 1950s and Spodumene Belt is one of the premier locations in the hydroxide per year. 22 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 23 BusinessBusiness Byproducts The Authier Project is a feasibility-stage project located or 50% of Sayona Quebec’s planned spodumene million), representing Sayona’s 75% equity interest approximately 28 miles northwest of the city of Val- concentrate production from the combination of contribution, which collectively gave Sayona Quebec Our forecasted production of byproducts is based on d’Or, a major mining center in Quebec. Val-d’Or is NAL and the Authier Project. Under the agreement, the ability to fund the purchase of NAL’s assets. the current process design of the concentrator and located approximately 290 miles northwest of the city spodumene concentrate is priced on an equivalent cost, the demand estimates we have received from potential of Montreal. The Authier Project is easily accessible by insurance and freight, or CIF, China market price basis See Note 17 to the consolidated financial statements in customers for these minerals. We have assumed that a rural road network connecting to a national highway a on a delivered at price, or DAP, (Incoterms 2020) basis to this Form 10-K. approximately 252,000 metric tons per year of quartz few miles east of the project site. Cherryville, North Carolina. concentrate, approximately 392,000 metric tons per year of feldspar concentrate, and approximately 70,000 metric tons per year of mica concentrate will be produced at steady-state production on an annual basis. Operating and Capital Costs The integrated Carolina Lithium Project is projected to have an average life of project cash operating cost of approximately $2,943 per metric ton of lithium hydroxide, including royalties and net of byproduct credits, potentially positioning Piedmont Lithium as one of the industry’s lowest-cost producers. The Scoping Study estimates total development capital costs to construct the integrated Carolina Lithium Project to be approximately $840 million, which includes land NAL is an existing spodumene mine and concentrator Investments currently in care and maintenance and is fully permitted with over $400 million previously invested in mining, spodumene concentrate and refining capacity. NAL is located approximately 20 miles from the Authier Project near Val-d’Or. NAL was operational and ramping toward nameplate production in 2018, when it was placed on care and maintenance due to weak lithium markets and poor capital structure. The Tansim Project is an exploration stage project located approximately 51 miles southwest of the Authier Project. We have invested a total of $16.1 million, net of acquisition costs, as of June 30, 2021, in the Quebec Projects through our equity investments in Sayona and Sayona Quebec. Our total investment of $16.1 million as of June 30, 2021 was comprised of the following investments: between January and June 2021, we made payments totaling $11.1 million to Sayona as part of an agreement to acquire an equity interest of approximately 19% in Sayona; and Technical studies will contemplate the integration of on June 7, 2021, we paid $5.0 million to Sayona for a Sayona Quebec’s Authier Project with Sayona Quebec’s 25% equity interest in Sayona Quebec. The remaining operations at NAL, including restart requirements, 75% equity interest in Sayona Quebec is held by expenses, owner’s costs, and approximately $128 million technical improvements, and optimization of NAL’s Sayona. in contingency. QUEBEC PROJECTS Overview operations in order to fully utilize this competitive set of assets. Through the strategic partnership, Sayona and Sayona Quebec are prioritizing the manufacturing of lithium products in Quebec and capitalizing on Quebec’s Quebec as follows: competitive advantages, which include access to skilled The Quebec Projects are located in the Abitibi region labor, strong infrastructure, governmental mining of Quebec, Canada, and are jointly owned by Piedmont support, and zero-carbon, low-cost hydropower. Lithium and Sayona through a strategic partnership in Sayona Quebec. Piedmont Lithium and Sayona have equity interests of 25% and 75%, respectively, in Sayona Quebec. Technical studies are currently underway for the planned restart of spodumene concentrate operations for NAL. A definitive feasibility study integrating production from NAL and the Authier Project is expected in the first half of 2022. Sayona Quebec’s assets are comprised of three projects: (i) the Authier Project, (ii) the Tansim Project and (iii) Supply Agreement North American Lithium, which was acquired by Sayona We entered into a long-term supply agreement with Quebec in August 2021 subsequent to the year ended Sayona in January 2021. Under the terms of the supply June 30, 2021. Sayona Quebec is reviewing the potential agreement, Sayona Quebec will supply Piedmont consolidation of spodumene resources for these Lithium the greater of 113,000 metric tons per year projects located in Quebec. on August 20, 2021, we invested AUD 9.8 million ($7.0 million) in equity offerings by Sayona. Our equity interest in Sayona was approximately 19% as of June 30, 2021 and as of the date of this annual report on Form 10-K; and on August 30, 2021, Sayona Quebec acquired substantially all of the assets of NAL for CAD 97.9 million ($77.8 million). The assets acquired primarily consisted of an existing mine and related mining assets in the Abitibi region near Val d’Or, Quebec, Canada. We paid CAD 24.5 million ($19.5 million) to Sayona Quebec, representing our 25% equity interest contribution, and Sayona paid CAD 73.4 million ($58.3 GHANA PROJECT On August 31, 2021, subsequent to the year ended June 30, 2021, we invested $15.9 million to acquire an equity interest of approximately 10% in IRR and to form a strategic partnership with IRR for the production of spodumene concentrate in Ghana. See Note 17 to the consolidated financial statements in this Form 10-K. Overview The Ghana Project is a strategic partnership between Piedmont Lithium and IRR through our purchase of an equity interest in IRR, our expected staged investments over a period of three to four years to acquire a 50% equity interest in IRR’s Ghanaian-based Cape Coast Lithium Portfolio (“IRR Ghana”), and a long-term supply agreement for 50% of IRR Ghana’s planned spodumene concentrate production. The Ghana Project is an exploration stage project located on the south coast of The Ewoyaa Project, which is the flagship deposit of the Ghana Project, is located on the south coast of Ghana less than one mile from the Takoradi-Accra National Highway with a relatively short transport distance of approximately 68 miles to the port of Takoradi. The project site is adjacent to high voltage power and is expected to have a low environmental impact due to reliance on solar and hydroelectric generating capacity to power operations. Supply Agreement On July 1, 2021, we entered into a long-term supply agreement with IRR giving Piedmont Lithium 50% of IRR Ghana’s life of mine production of spodumene Subsequent to the year ended June 30, 2021, we made the Ghana and covering an area of approximately 425 additional equity investments in Sayona and Sayona square miles. 24 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 25 BusinessBusiness concentrate. Pricing for the offtake supply of infrastructure, a highly skilled labor force, low-cost Marketing, Sales, Contracts and Principal Markets continue to employ, a strategy of contracting consultants spodumene concentrate will be at market rates at the and low carbon sources of baseload grid power, time of purchase. Under the agreement, spodumene research and development centers for lithium and concentrate is priced on a CIF, China market price basis battery storage, and access to major high technology less ocean freight and insurance on a net back basis population centers. to first on board vessel (Incoterms 2020) at the Port of Diversification of resources—During 2021, we made Takoradi, Ghana. Investments investments in and established strategic partnerships with Sayona and IRR. We continue to pursue opportunities to complement our business through On August 31, 2021, subsequent to the year ended June additional acquisitions, joint ventures, strategic 30, 2021, we paid GBP 11.5 million ($15.9 million) to IRR as alliances, and/or investments. part of an agreement: to acquire to an equity interest of approximately 10% in IRR; with the ability to acquire a 22.5% equity interest in IRR Ghana by funding $17.0 million in the Ewoyaa Project for all of the exploration and definitive feasibility study expenses over the next 24 months; and with the ability to acquire an additional 27.5% of IRR’s operations in Ghana, by solely funding an additional $70.0 million in capital costs for the Ewoyaa Project. STRENGTHS We believe that we are well-positioned to successfully execute our business strategies primarily due to our following competitive strengths: Located in a historical major lithium mining and manufacturing district in the United States—The integrated Carolina Lithium Project is located within the Carolina Tin-Spodumene Belt and along trend to the Hallman Beam and Kings Mountain mines, which historically provided much of the western world’s lithium between the 1950s and 1980s. The Carolina Tin-Spodumene Belt extends over 40 miles in length and reaches a maximum width of approximately one mile. Significant existing infrastructure—We believe the Carolina Lithium Project is well situated in a historical lithium district, with access to road and rail Acquisition of past-producing assets—Subsequent to fiscal year 2021 and through our equity investment in Sayona Quebec, we successfully acquired the past producing mining assets of NAL located in the Abitibi region, near Val d’Or, Quebec, Canada. Technology selection—During 2021, we partnered with Metso Outotec on lithium hydroxide conversion technology. We believe that the selection of Metso Outotec’s innovative alkaline pressure leach technology for the conversion of spodumene concentrate to lithium hydroxide should provide us with a relative advantage in capital and operating costs as well as our environmental profile, including carbon intensity, compared to other hard rock lithium conversion methods. Highly experienced management team with a long history of developing and operating mining, energy, and lithium manufacturing projects—During 2021, we expanded our management team and increased our core skills with people experienced in the management, operations, sales and marketing of lithium manufacturing operations. Our management team has significant experience in acquiring, developing, and financing mining and chemical projects. We have increased our corporate capabilities in areas of finance, accounting, legal, and human resources. On September 28, 2020, we entered into a sales agreement with a vehicle manufacturer (“Buyer”) to provide spodumene concentrate to the Buyer. The agreement commits us to sell, at a fixed maximum price, a number of tons of spodumene concentrate equal to approximately one-third of our estimated average annual production. The agreement has an initial five-year term running from the first delivery date and may be extended by mutual agreement for a second five-year term. The agreement contemplates a number of areas where the parties must come to a mutual agreement. For example, the agreement is conditional upon the Buyer and our mutual agreement, based on the development schedules of both parties, to a start date for deliveries and to the parties agreeing in good faith to an allocation of certain material costs. and other service providers with specialized skills and knowledge to supplement the skills and knowledge of our permanent staff to undertake our lithium operations effectively. Competition We compete with other mineral and chemical processing companies, many of which possess greater financial resources and technical facilities than we do, in connection with the acquisition of suitable exploration properties and the engagement of qualified personnel. Although we aspire to be a leading lithium hydroxide producer in North America, the lithium mining and chemical industry is fragmented, and we are one of many participants in this sector. Many of our competitors have been in business longer and have established more strategic partnerships and relationships and have On July 31, 2020, we entered into a strategic partnership greater financial accessibility than we have. with Ion to form Pronto Minerals for the purpose of marketing and selling byproducts, specifically quartz, feldspar and mica, produced by our Carolina Lithium Project. While we compete with other exploration companies in acquiring suitable properties, we believe there will be readily available purchasers of lithium chemical products or other industrial minerals if they were to be We continue to develop a marketing and sales strategy produced from any of our leased properties. The price that includes production from the Carolina Lithium of our planned products can be affected by a number of Project, as well as our other lithium projects. Based on factors beyond our control, including fluctuations in the historical and current production in the Carolina Tin- market prices for lithium, supplies of lithium, demand for Spodumene Belt and other demand by producers in lithium as well as mining activities of others. North Carolina, we anticipate producing battery-grade lithium hydroxide, spodumene concentrate, and certain other byproducts including quartz, feldspar and mica, all of which may be used by the global electric vehicle, energy storage and construction materials markets. Specialized Skills and Knowledge We rely on specialized skills and knowledge to gather, interpret and process geological and geophysical data, successfully permit and then design, build and operate extraction facilities and engage in numerous additional activities required as part of the mine-to-lithium hydroxide process. We have employed, and expect to If we identify lithium mineralization that is determined to be of economic grade and in sufficient quantity to justify production, additional capital would be required to develop, mine and sell our production. GOVERNMENT REGULATIONS Overview Our exploration activities for the Carolina Lithium Project and our other projects are subject to extensive laws and regulations, which are overseen and enforced by multiple U.S. federal, state, and local authorities, as well as foreign jurisdictions. These applicable laws govern 26 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 27 BusinessBusiness exploration, development, production, exports, various and/or competitive position. Violations and liabilities Our exploration and evaluation activities for the Carolina Subsequent to fiscal year 2021, we submitted an taxes, labor standards, occupational health and safety, with respect to these laws and regulations could result Lithium Project include drilling, which is authorized application for a mining permit for the Carolina Lithium waste disposal, protection and remediation of the in significant administrative, civil, or criminal penalties, under a general permit initially approved in 2017 by Project to DEMLR on August 31, 2021. We have not yet environment, protection of endangered and protected remedial clean-ups, natural resource damages, the NCDEQ and updated in April 2019, October 2019 applied for other additional required permits described species and other matters. Mineral exploration activities permit modifications and/or revocations, operational and June 2021. We have reclamation obligations under above. are also subject to applicable U.S. federal and state laws, interruptions and/or shutdowns and other liabilities. The this permit, pursuant to which we will be obligated to as well as foreign jurisdictions and regulations that seek costs of remedying such conditions may be significant, reclaim all disturbed drill pads and temporary roads to to maintain health and safety standards by regulating and remediation obligations could adversely affect our the approximate original contours and will seed with the design and use of drilling methods and equipment. business, results of operations and financial condition. grass and straw to stabilize any disturbances. Generally, Various permits from government bodies are required Additionally, federal, state and local legislative bodies we are required to affect such reclamation within 14 for drilling operations to be conducted, and we cannot and agencies frequently revise environmental laws and days following drilling. We have concluded that these assure you such permits will be received. Environmental regulations, and any changes in these regulations, or reclamation obligations are immaterial. Prior to developing or mining any mineralization that we discover, we will be required to obtain new governmental permits authorizing, among other things, any mining development activities and mining operating activities. Obtaining and renewing governmental permits is a complex and time-consuming process and involves numerous jurisdictions, public hearings, and possibly limit or prohibit drilling, mining, lithium In November 2019, we were granted a Clean Water Act Commissioners. laws and regulations may also, among other things: the interpretations thereof, could require us to expend require notice to stakeholders of proposed and ongoing exploration, drilling, environmental studies, mining or production activities; significant resources to comply with new laws or regulations or changes to current requirements and could have a material adverse effect on our business operations. As of the date of this annual report on require the installation of pollution control equipment; Form 10-K, other than with respect to the permitting restrict the types, quantities and concentrations of activities of the Carolina Lithium Project, we have not various substances that can be released into the been required to spend material amounts on compliance environment in connection with exploration, drilling, regarding environmental regulations. mining, lithium hydroxide manufacturing or other production activities; PERMITS manufacturing or other production activities on Section 404 Standard Individual Permit from the U.S. lands located within wetlands, areas inhabited by Army Corps of Engineers (“USACE”) for our planned endangered species and other protected areas, or concentrate operations. The USACE completed an otherwise restrict or prohibit activities that could Environmental Assessment of the project in conjunction impact the environment, including water resources; with other state and federal agencies based on our impose substantial liabilities for pollution resulting December 2018 permit application and our responses to from current or former operations on or for any agency and public comments. preexisting environmental impacts our projects; require significant reclamation obligations in the future as a result of our mining and chemical operations; and require preparation of an environmental assessment or an environmental impact statement. Compliance with environmental laws and regulations may impose substantial costs on us, subject us to In 2019, we received a Clean Water Act Section 401 Individual Water Quality Certificate from the North Carolina Department of Environmental Quality’s (“NCDEQ”) Division of Water Resources. We hold a Synthetic Minor Construction and Operation Permit issued by the NCDEQ’s Division of Air Quality for our property in Kings Mountain, North Carolina. However, we are not pursuing development of this property at this significant potential liabilities, and have an adverse effect time. upon our capital expenditures, results of operations In addition to the permits that we have been issued to costly undertakings. The timeliness and success of date, we will require other permits before construction or permitting efforts are contingent upon many variables operations of the integrated business including mining, not within our control, including the interpretation of mineral concentration, or chemical manufacturing may permit approval requirements administered by the commence. Other permits that are required for the applicable permitting authority. We may not be able Carolina Lithium Project include, but are not limited to, a to obtain or renew permits that are necessary to our state mining permit issued by the North Carolina Division planned operations, or the cost and time required of Energy, Mineral and Land Resources (“DEMLR”), a new to obtain or renew such permits may exceed our air permit issued by the NCDEQ Division of Air Quality, expectations. Any unexpected delays or costs associated and rezoning approved by the Gaston County Board of with the permitting process could delay the exploration, We may require additional permits for the Carolina Lithium Project including, but not limited to, an NCG01 General Stormwater Permit for stormwater discharges from construction activities issued by DEMLR, an NCG02 General Stormwater Permit for mine dewatering issued development and/or operation of our properties. See “Risk Factors—We will be required to obtain governmental permits in order to conduct development and mining operations, a process which is often costly and time- consuming, and there is no certainty that all necessary permits for our operations will be granted.” by DEMLR, a road abandonment approved by the North U.S. FEDERAL LEGAL FRAMEWORK Carolina Department of Transportation (“NCDOT”) and Gaston County under North Carolina General Statute 136-63, an Encroachment Permit for an at-grade rail crossing issued by NCDOT, various driveway permits issued by NCDOT, a Gaston County Watershed Permit approved by Gaston County Planning, various building permits approved by Gaston County Planning, explosives The Carolina Lithium Project will be required to comply with applicable environmental protection laws and regulations and licensing and permitting requirements. The material environmental, health and safety laws and regulations that we must comply with include, among others, the following U.S. federal laws and regulations: permits approved by the Bureau of Alcohol, Tobacco, National Environmental Protection Act (“NEPA”), which and Firearms, and Hazardous Chemical Permits issued by requires careful evaluation of the environmental Gaston County Fire Officials. impacts of mining and lithium manufacturing operations that require federal approvals; 28 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 29 BusinessBusiness Clean Air Act (“CAA”) and its amendments, which In addition, CERCLA can impose joint and several liability utilize specific equipment or technologies to control groundwater conditions. The CWA also prohibits the governs air emissions; without regard to fault or legality of conduct on classes emissions of certain pollutants. The need to obtain discharge of fill materials to regulated waters including Clean Water Act (“CWA”), which governs discharges of persons who are statutorily responsible for the release permits has the potential to delay our operations, and wetlands without a permit from the USACE. to and excavations within the waters of the United of a hazardous substance into the environment. These we may be required to incur capital expenditures for air States; persons can include the current and former owners, pollution control equipment or other air emissions related Resource Conservation and Recovery Act (“RCRA”), lessees or operators of a site where a release occurs, and obligations. Administrative enforcement actions for which governs the management of solid waste; anyone who disposes or arranges for the disposal of a failure to comply strictly with air pollution regulations or Comprehensive Environmental Response, hazardous substance. Under CERCLA, such persons may permits are generally resolved by payment of monetary Compensation, and Liability Act (“CERCLA”), which be subject to strict, joint and several liability for the entire fines and correction of any identified deficiencies. imposes liability where hazardous substances have cost of cleaning up hazardous substances that have Alternatively, regulatory agencies could require us to been released into the environment (commonly been released into the environment and for other costs, forego construction, modification or operation of certain known as Superfund); and including response costs, alternative water supplies, air emission sources. Federal Mine Safety and Health Act, which established damage to natural resources and for the costs of the primary safety and health standards regarding certain health studies. Moreover, it is not uncommon for working conditions of employees engaged in mining, neighboring landowners, workers and other third parties related operations, and preparation and milling of the to file claims for personal injury and property damage minerals extracted, as well as the Occupation Safety allegedly caused by hazardous substances released and Health Act, which regulates the protection of the into the indoor or outdoor environment. Each state also health and safety of workers in lithium manufacturing has environmental cleanup laws analogous to CERCLA. operations and to the extent such protection is not Hazardous wastes may have been previously handled, already addressed by the Federal Mine Safety and disposed of, or released on or under properties currently Health Act. Our operations may also be subject to state environmental law and regulations, including but not limited to laws and regulations related to the reclamation of mined lands, which may require reclamation permits to be acquired prior to the commencement of mining operations and may require substantial financial or formerly owned or leased by us or on or under other locations to which we sent waste for disposal. These properties and any materials disposed or released on them may subject us to liability under CERCLA, RCRA and analogous state laws. Under such laws, we could be required to remove or remediate disposed wastes or property contamination, to contribute to remediation costs, or to perform remedial activities to prevent future guarantees to cover the cost of future reclamation environmental harm. Clean Water Act The CWA imposes restrictions and strict controls regarding the discharge of wastes, including mineral processing wastes, into waters of the United States, a term broadly defined to include, among other things, certain wetlands. Permits must be obtained to discharge pollutants into federal waters. The CWA provides for civil, criminal and administrative penalties for unauthorized discharges, both routine and accidental, of pollutants. It imposes substantial potential liability for the costs of removal or remediation associated with discharges of oil or hazardous substances. State laws governing discharges to water also provide varying civil, criminal and administrative penalties, and impose liabilities in the case of a discharge of petroleum or its derivatives, or other hazardous substances, into state waters. In addition, the EPA has promulgated regulations that In May 2015, the EPA issued a final rule that attempted to clarify the federal jurisdictional reach over waters of the United States, but the agency repealed this rule in September 2019 and replaced it with the Navigable Water Protection Rule in April 2020, which narrowed federal jurisdictional reach relative to the 2015 rule. The repeal and replacement of the 2015 rule is currently subject to litigation, and the scope of the jurisdictional reach of the CWA may, therefore, remain uncertain for several years, with a patchwork of legal guidelines applicable to various states potentially developing. We could incur increased costs and delays with respect to obtaining permits for dredge and fill activities in wetland areas to the extent they are required. NEPA NEPA requires federal agencies to evaluate major agency actions having the potential to significantly impact the environment. The NEPA process involves public input through comments which can alter the nature of a proposed project either by limiting the scope of the project or requiring resource-specific mitigation. NEPA decisions can be appealed through the court system by process participants. This process may result in delaying the permitting and development of projects or increase the costs of permitting and developing some facilities. activities. Solid and Hazardous Waste RCRA, and comparable state statutes, affect our operations by imposing regulations on the generation, transportation, treatment, storage, disposal and cleanup of hazardous wastes and on the disposal of non- hazardous wastes. Under the auspices of the United States Environmental Protection Agency (“EPA”), the individual states administer some or all of the provisions of RCRA, sometimes in conjunction with their own, more stringent requirements. Air Emissions require permits to discharge storm water runoff, including Endangered Species Act discharges associated with construction activities. In the The federal CAA and comparable state laws restrict event of an unauthorized discharge of wastes, we may be the emission of air pollutants from numerous sources liable for penalties and costs. The federal Endangered Species Act (“ESA”) restricts activities that may affect endangered and threatened species or their habitats. Some of our operations may through the issuance of permits and the imposition of other requirements. Major sources of air pollutants are subject to more stringent, federally imposed permitting requirements. Air pollution regulations may require us to obtain pre-approval for the construction or modification of certain projects or facilities expected to produce or significantly increase air emissions, obtain air permits and comply with stringent permit requirements or Pursuant to these laws and regulations, we may also be located in areas that are designated as habitats for be required to develop and implement spill prevention, endangered or threatened species. A critical habitat control and countermeasure plans, also referred to as designation could result in further material restrictions “SPCC plans,” in connection with on-site storage of to federal and private land use and could delay or significant quantities of oil. Some states also maintain prohibit land access or development. The United States groundwater protection programs that require Fish and Wildlife Service continues its effort to make permits for discharges or operations that may impact listing decisions and critical habitat designations where 30 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 31 BusinessBusiness necessary. The ESA has not previously had a significant services as part of our exploration and evaluation combination of fixed and variable compensation that the last day of our fiscal year following the fifth impact on our operations. However, the designation of activities for the Carolina Lithium Project. includes base salary, incentive bonuses with a pay for anniversary of the completion of our first sale of previously unprotected species as being endangered or threatened could cause us to incur additional costs or Safety performance element and merit increases. As part of common equity securities pursuant to an effective our long-term incentive plan for executives and certain registration statement under the Securities Act, which become subject to operating restrictions in areas where Health, safety and environment (“HSE”) are the key employees, we provide long-term equity awards we expect to be June 30, 2024; the species are known to exist. cornerstone of our Company. Our commitment to tied to the value of our stock price, some of which the date on which we have, during the previous three- Foreign Legal Framework Our proposed projects with Sayona and IRR will be required to comply with all environmental laws and regulations in Quebec, Canada and Ghana, respectively. HUMAN CAPITAL MANAGEMENT Piedmont Lithium’s core values exhibited by its employees are Care for its people, Humility in the way we operate, Creativity in the way we innovate, Respect for the communities we operate in, and Integrity in how we conduct business. Our team has a fearless accountability to deliver results, agility to turn ideas into realistic, executable plans, take bold action on what we believe is right and lead by example, and finally empower, develop, and set high expectations to achieve success. the health and welfare of every person involved in our projects is built into every aspect of our organization and are engrained in our Company’s culture. For example, we implement safety programs and develop a risk management process covering all of our project activities to promote a behavior-based safety culture, ensure compliance with applicable environmental regulations and international standards and raise environmental awareness among our employees and partners. Our HSE vision is to fully integrate health, safety and environment into our business, where our culture is recognized as a model by the industry and stakeholders, and to create a are performance-based. Additionally, all employees are eligible for an annual discretionary cash bonus and long-term equity bonus, both of which are tied to the Company’s performance and the individual’s performance in the period. We are also focused on the health and wellness of our employees. As such, we offer eligible employees medical plans, dental and vision coverage, short-term and long-term disability insurance, term life insurance, flexible work schedules, remote work options, paid time off and a 401(k) plan. Commitment to Values and Ethics healthy workplace free of incidents. In connection with our core values, we act in accordance Diversity and Inclusion Diversity and inclusion are embedded in our values and The operating model and guiding principles for our integrated into our strategies. Our Code of Business company is to live our Core Values each day, deliver Conduct and Ethics (“Code of Conduct”) commits us to best-in-class HSE Performance, operate sustainably fair treatment and non-discrimination. The Company’s and in compliance, focus on customers in all we do, policy is to treat each employee and job applicant empower our teams and enable “lean decision making,” without regard to race, color, age, sex, religion, national deliver Operational Excellence that exceeds customer expectations, drive Process Technology Excellence and continuous improvement, and create a culture of learning and development. Employees As of June 30, 2021, we had 20 employees. All of our employees are located in the United States and engaged through direct employment agreements. None of our employees are subject to any union or collective bargaining agreement. We believe that we generally have origin, sexual orientation, ancestry, veteran status, or any other category protected by law. We believe we will become better and achieve growth by intentionally creating a culture through acquiring and retaining a diverse workforce. We recognize it takes unique gifts, talents, varied perspectives, backgrounds and experiences to deliver innovative, high-quality products and services. In order to provide a diverse and inclusive workplace, we focus our efforts on making diversity a part of our culture. a good relationship with our employees. Compensation and Benefits Other Resources We use third party contractors to perform drilling Our compensation program is designed to attract and retain talented employees in the industry by offering competitive compensation and benefits. We use a with our Code of Conduct. Our Code of Conduct requires a commitment from employees, officers and directors of Piedmont Lithium to conduct business honestly and ethically. Our Code of Conduct discusses the responsibility team members have to each other, the Company and its stockholders, our customers, and communities and governments. Piedmont Lithium has a confidential hotline that an employee can call anonymously in the event he or she has ethical concerns or suspects instances of misconduct. IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY We are an “emerging growth company” under the U.S. Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) and will continue to qualify as an “emerging growth company” until the earliest to occur of: the last day of the fiscal year during which we have total annual gross revenues of $1,070,000,000 (as such amount is indexed for inflation every five years by the SEC) or more; year period, issued more than $1,070,000,000 in non- convertible debt; or the date on which we are deemed to be a “large accelerated filer,” as defined in Rule 12b-2 of the Exchange Act, which would occur if the market value of shares of our common stock that are held by non- affiliates exceeds $700,000,000 as of the last day of our most recently completed second fiscal quarter. An emerging growth company may take advantage of specified exemptions from various requirements that are otherwise applicable to public companies in the United States. Generally, a company that registers any class of its securities under Section 12 of the Exchange Act is required to include in the second and all subsequent annual reports filed by it under the Exchange Act, a management report on internal control over financial reporting and, subject to an exemption available to companies that meet the definition of a “smaller reporting company” in Rule 12b-2 under the Exchange Act, an auditor attestation report on management’s assessment of the company’s internal control over financial reporting. However, for so long as we continue to qualify as an emerging growth company, we will be exempt from the requirement to include an auditor attestation report in our annual reports filed under the Exchange Act, even if we do not qualify as a “smaller reporting company.” In addition, Section 103(a)(3) of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”) has been amended by the JOBS Act, to provide that, among other things, auditors of an emerging growth company are exempt from any rules of the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the consolidated financial statements of the company. 32 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 33 BusinessBusiness Pursuant to Section 107(b) of the JOBS Act, an emerging BUSINESS RISKS growth company may elect to utilize an extended transition period for complying with new or revised accounting standards for public companies until such standards apply to private companies. We have elected to utilize this extended transition period. This election is irrevocable. AVAILABLE INFORMATION We file electronically with the SEC our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports Our operations may be further disrupted, and our financial results may be adversely affected by the novel coronavirus pandemic. The calendar year 2019 novel strain of coronavirus causing a contagious respiratory disease known as COVID-19, which was declared a pandemic by the World Health Organization on March 11, 2020, poses a material risk to our business and operations. If a significant portion of our workforce or the consultants we have engaged to perform certain studies regarding filed or furnished pursuant to Section 13(a) or 15(d) of the our proposed operations becomes unable to work or Exchange Act. We make available on our website at www. travel to our operations due to illness or state or federal piedmontlithium.com, under “Investors,” free of charge, government restrictions (including travel restrictions copies of these reports as soon as reasonably practicable and “shelter-in-place” and similar orders restricting after filing or furnishing these reports with the SEC. certain activities that may be issued or extended by ITEM 1A. RISK FACTORS You should carefully consider the risks described below, together with all of the other information in this annual report on Form 10-K. If any of the following risks occur, our business, financial condition and results of operations could be seriously harmed and you could lose all or authorities), we may be forced to reduce or suspend our exploration and development activities. We continue to monitor legislative initiatives in the U.S. to provide relief to businesses impacted by COVID-19, such as the U.S. Coronavirus Aid Relief and Economic Security (CARES) Act, to determine their potential impacts or benefits (if any) to our business. part of your investment. Further, if we fail to meet the The spread of COVID-19 pandemic, which has caused expectations of the public market in any given period, a broad impact globally, may materially affect us the market price of our common stock could decline. economically. While the potential economic impact We operate in a competitive environment that involves brought by COVID-19, and the duration of such impact, significant risks and uncertainties, some of which are may be difficult to assess or predict, the COVID-19 outside of our control. If any of these risks actually pandemic and mitigation measures have negatively occurs, our business and financial condition could suffer impacted global economic conditions, which, in turn, and the price of our stock could decline. We caution you could adversely affect our business, results of operations that the risks, uncertainties and other factors referred and financial condition. In addition, a recession or to below and elsewhere in this annual report on Form market correction resulting from the spread of COVID-19 10-K may not contain all of the risks, uncertainties and and related government orders and restrictions could other factors that may affect our future results and materially affect our business and the value of our operations. Our future results and operations could also common stock. be affected by factors, events or uncertainties that are not presently known to us or that we currently do not consider to present a material risk. It is not possible for our management to predict all risks. The COVID-19 pandemic continues to evolve rapidly. It is not possible at this time to estimate the ultimate impact that the COVID-19 pandemic, the continued spread of COVID-19, and any additional measures taken by governments, health officials or by us in response economic deposit of minerals and further exploration and to such spread, could have on our business, results of development of other economic deposits of minerals, operations and financial condition. The extent to which each of which is subject to numerous risk factors. the COVID-19 outbreak continues to impact our financial Further, we cannot assure you that, even if an economic condition will depend on future developments that are deposit of minerals is located, any of our property highly uncertain and cannot be predicted, including interests can be commercially mined. The exploration new government actions or restrictions, new information and development of mineral deposits involves a high that may emerge concerning the severity, longevity and degree of financial risk over a significant period of time impact of the COVID-19 pandemic on economic activity. which a combination of careful evaluation, experience To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section. As of June 30, 2021, these impacts have not had a significant effect on our financial results or operations. However, these effects could have a material impact on our operations, and we will continue to monitor the COVID-19 situation closely. Our future performance is difficult to evaluate because we have a limited operating history in the lithium industry. We began to implement our current business strategy in the lithium industry in 2016. We have not realized any revenues to date from the sale of lithium, and our operating cash flow needs have been financed primarily through issuances of common stock and not through cash flows derived from our operations. As a result, we have little historical financial and operating information available to help you evaluate our performance. We are an exploration stage company, and there is no guarantee that our properties will result in the commercial extraction of mineral deposits. We are engaged in the business of exploring and developing mineral properties with the intention of locating economic deposits of minerals. Our property interests are at the exploration stage. Accordingly, it is unlikely that we will realize profits in the short term, and we cannot assure you that we will realize profits in the medium to long term. Any profitability in the future from our business will be dependent upon development of an and knowledge of management may not eliminate. While discovery of additional ore-bearing deposits may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses may be required to establish reserves by drilling and to construct mining and processing facilities at a particular site. It is impossible to ensure that our current exploration programs will result in profitable commercial mining operations. The profitability of our operations will be, in part, directly related to the cost and success of its exploration and development programs which may be affected by a number of factors. Additional expenditures are required to establish reserves which are sufficient to commercially mine and to construct, complete and install mining and processing facilities in those properties that are actually mined and developed. In addition, exploration projects like ours have no operating history upon which to base estimates of future operating costs and capital requirements. Exploration project items, such as any future estimates of reserves, metal recoveries or cash operating costs will to a large extent be based upon the interpretation of geologic data, obtained from a limited number of drill holes and other sampling techniques, and future feasibility studies. Actual operating costs and economic returns of any and all exploration projects may materially differ from the costs and returns estimated, and accordingly our financial condition, results of operations, and cash flows may be negatively affected. 34 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 35 BusinessBusiness Because the probability of an individual prospect ever having reserves is not known, our properties may not contain any reserves, and any funds spent on exploration and evaluation may be lost. materials, foreign exchange, environmental protection, acquire additional lithium projects, and continuing 2020, we entered into a sales agreement with a Buyer employment, worker safety, transportation, and with exploration, development and commissioning, to provide spodumene concentrate to Buyer. The reclamation and closure obligations. The exact effect of mining and lithium hydroxide manufacturing activities agreement commits us to sell, at a fixed maximum price, these factors cannot be accurately predicted, but the on our projects, will depend ultimately on our ability to a number of tons of spodumene concentrate equal to We are an exploration stage mining company, and we combination of these factors may result in us receiving generate revenues, achieve and maintain profitability approximately one-third of our estimated average annual have no reserves as defined by Guide 7 or S-K 1300. We an inadequate return on invested capital. In addition, and to develop positive cash flow from our operations production. The agreement has an initial five-year term cannot assure you about the existence of economically we are subject to the risks normally encountered in the by establishing ore bodies that contain commercially running from the first delivery date and may be extended recoverable lithium and to develop these into profitable by mutual agreement for a second five-year term. The mining activities. The economic viability of our future agreement contemplates a number of areas where the extractable mineralization at this time, nor about the mining industry, such as: quantity or grade of any mineralization we may have found. Because the probability of an individual prospect the discovery of unusual or unexpected geological mining activities has many risks and uncertainties parties must come to a mutual agreement. For example, ever having reserves is uncertain, our properties may not formations; including, but not limited to: contain any reserves and any funds spent on evaluation accidental fires, floods, earthquakes or other natural and exploration may be lost. Even if we confirm reserves disasters; a significant, prolonged decrease in the market price parties, to a start date for deliveries and to the parties the agreement is conditional upon Buyer and our mutual agreement, based on the development schedules of both on our properties, any quantity or grade of reserves we indicate must be considered as estimates only until unplanned power outages and water shortages; of lithium; agreeing in good faith to an allocation of certain material construction delays and higher than expected capital difficulty in marketing and/or selling lithium; costs. Our business, results of operations and financial such reserves are actually mined. We do not know with costs; significantly higher than expected capital costs to condition may be materially and adversely affected if certainty that economically recoverable lithium exists on our properties. In addition, the quantity of any reserves may vary depending on commodity prices. Any material controlling water and other similar mining hazards; construct our mine; we are unable to enter into similar agreements with operating labor disruptions and labor disputes; significantly higher than expected extraction costs; other parties, are unable to mutually agree to matters the ability to obtain suitable or adequate machinery, significantly lower than expected lithium extraction; required by our agreement with Buyer and by such other change in the quantity or grade of reserves may affect the equipment or labor; significant delays, reductions or stoppages of lithium agreements, are unable to deliver the product required economic viability of our properties. Further, our lack of established reserves means that we are uncertain about our ability to generate revenue from our operations. We face risks related to mining, exploration and mine construction, if warranted, on our properties. Our level of profitability, if any, in future years will depend to a great degree on lithium prices and whether our exploration-stage properties can be brought into production. It is impossible to ensure that the current and future exploration programs and/or feasibility studies on our existing properties will establish reserves. Whether it will be economically feasible to extract lithium depends on a number of factors, including, but not limited to: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; lithium prices; mining, processing and transportation costs; the willingness of lenders and investors to provide project financing; labor costs and possible labor strikes; and governmental regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting our liability for pollution or other hazards; and extraction activities; and by such agreements or experience costs in excess of the other known and unknown risks involved in the the introduction of significantly more stringent fixed price set forth in such agreements. conduct of exploration and operation of mines. regulatory laws and regulations. The nature of these risks is such that liabilities could Our future mining and lithium manufacturing activities exceed any applicable insurance policy limits or could may change as a result of any one or more of these risks be excluded from coverage. There are also risks against and uncertainties, and we cannot assure you that any which we cannot insure or against which we may elect ore body from which we extract mineralized materials not to insure. The potential costs, which could be will result in achieving and maintaining profitability and associated with any liabilities not covered by insurance developing positive cash flows. or in excess of insurance coverage, or compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, adversely Our long-term success depends on our ability to enter into and deliver product under supply agreements. affecting our future earnings and competitive position We may encounter difficulty entering into or maintaining and potentially our financial viability. Our long-term success will depend ultimately on our ability to generate revenues, achieve and maintain profitability, and develop positive cash flows from our mining activities. Our long-term success, including the recoverability of the carrying values of our assets, our ability to supply agreements for our products, may fail to deliver required minimum metric tons required by such agreements or may experience production costs in excess of the fixed price to be paid to us under such agreements. We have entered into one supply agreement for spodumene concentrate produced at our Carolina Lithium Project, but we have not entered into any other supply agreements. On September 28, We depend on our ability to successfully access the capital and financial markets. Any inability to access the capital or financial markets may limit our ability to fund our ongoing operations, execute our business plan or pursue investments that we may rely on for future growth. Until commercial production is achieved from our planned projects, we will continue to incur operating and investing net cash outflows associated with among other things maintaining and acquiring exploration properties, undertaking ongoing exploration activities and the potential development of our planned Carolina Lithium Project. As a result, we rely on access to capital markets as a source of funding for our capital and operating requirements. We require additional capital to fund our ongoing operations, explore and define lithium mineralization, conduct our ongoing feasibility study, and establish any future mining or lithium manufacturing operations, which would require substantial funds for 36 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 37 BusinessBusiness construction and working capital. We cannot assure you industries in general; that such additional funding will be available to us on bankruptcy or financial distress of unrelated lithium satisfactory terms, or at all, or that we will be successful companies or marketers; in commencing commercial lithium extraction, or that significant decrease in the demand for lithium; or We may acquire additional businesses or assets, form joint ventures or make investments in other companies that may be unsuccessful and harm our operating results and prospects. our sales projections will be realized. adverse regulatory actions that affect our exploration As part of our business strategy, we may pursue and construction plans or the use of lithium generally. additional acquisitions of complementary businesses operations will depend upon numerous factors, many of which are beyond our control, including our ability to attract and retain additional key personnel in sales, marketing, technical support and finance. We currently depend upon a relatively small number of key persons to seek out and form strategic alliances and find and or assets or seek to enter into joint ventures. We also retain additional employees. Certain areas in which we may pursue strategic alliances, such as the Sayona operate are highly competitive regions and competition Investments and the IRR Investments, in an effort to for qualified personnel is intense. We may be unable to leverage our existing operations and industry experience, hire suitable field personnel for our technical team or increase our product offerings, expand our distribution there may be periods of time where a particular position In order to finance our future ongoing operations, and future capital needs, we may require additional funds through the issuance of additional equity or debt securities. Depending on the type and terms of any financing we pursue, stockholders’ rights and the value of their investment in our common stock could be reduced. Any additional equity financing will dilute shareholdings, and new or additional debt financing, if available, may involve restrictions on financing and operating activities. In addition, if we issue secured debt securities, the holders of the debt would have a claim to our assets that would be prior to the rights of stockholders until the debt is paid. Interest on such debt securities would increase costs and negatively impact operating results. If the issuance of new securities results in diminished rights to holders of our common stock, the market price of our common stock could be negatively impacted. Our ability to manage growth will have an impact on our business, financial condition and results of operations. Future growth may place strains on our financial, technical, operational and administrative resources and cause us to rely more on project partners and independent contractors, potentially adversely affecting our financial position and results of operations. Our ability to grow will depend on a number of factors, including: our ability to obtain leases or options on properties; our ability to identify and acquire new exploratory prospects; our ability to develop existing prospects; our ability to continue to retain and attract skilled personnel; our ability to maintain or enter into new relationships with project partners and independent contractors; If we are unable to obtain additional financing, as the results of our exploration programs; needed, at competitive rates, our ability to fund our the market price for lithium; current operations and implement our business plan and our ability to successfully complete construction and make investments in other companies. The success of any acquisitions, joint ventures, strategic alliances or investments, including the Sayona Investments and IRR Investments, will depend on our ability to identify, negotiate, complete and, in the case of acquisitions, integrate those transactions and, if necessary, obtain satisfactory debt or equity financing to fund those transactions. We may not realize the anticipated benefits of any acquisition, joint venture, strategic alliance or investments. We may not be able to integrate acquisitions successfully into our existing business, maintain the key business relationships of businesses we acquire, or retain key personnel of an acquired business, and we could assume unknown or contingent liabilities or incur unanticipated expenses. Integration of acquired companies or businesses also strategy will be affected, and we would be required to projects including our ability to successfully complete may require management resources that otherwise reduce the scope of our operations and scale back our construction projects on time and within budget; would be available for ongoing development of our exploration, development and mining programs. There our access to capital; and existing business. Any acquisitions or investments is, however, no guarantee that we will be able to secure our ability to enter into agreements for the sale of made by us also could result in significant write-offs or any additional funding or be able to secure funding lithium. which will provide us with sufficient funds to meet our objectives, which may adversely affect our business and financial position. Certain market disruptions may increase our cost of borrowing or affect our ability to access one or more financial markets. Such market disruptions could result from: adverse economic conditions; adverse general capital market conditions; poor performance and health of the lithium or mining We may not be successful in upgrading our technical, operational and administrative resources or increasing our internal resources sufficiently to provide certain of the services currently provided by third parties, and we may not be able to maintain or enter into new relationships with project partners and independent contractors on financially attractive terms, if at all. Our inability to achieve or manage growth may materially and adversely affect our business, results of operations and financial condition. the incurrence of debt and contingent liabilities, any of which could harm our operating results. In addition, if we choose to issue equity as consideration for any acquisition, our stockholders may experience dilution. We are dependent upon key management employees. The responsibility of overseeing the day-to-day operations and the strategic management of our business depends substantially on our senior management and our key personnel. Loss of such personnel may have an adverse effect on our performance. The success of our remains vacant while a suitable replacement is identified and appointed. We may not be successful in attracting and retaining the personnel required to grow and operate our business profitably. Our growth will require new personnel, which we will be required to recruit, hire, train and retain. Members of our management team possess significant experience and have previously carried out or been exposed to exploration and production activities. However, we have limited operating history with respect to lithium projects and our ability to achieve our objectives depends on the ability of our directors, officers and management to implement current plans and respond to any unforeseen circumstances that require changes to those plans. The execution of our exploration and development plans will place demands on us and our management. Our ability to recruit and assimilate new personnel will be critical to our performance. We will be required to recruit additional personnel and to train, motivate and manage employees, which may adversely affect our plans. Lawsuits may be filed against us and an adverse ruling in any such lawsuit may adversely affect our business, financial condition or liquidity or the market price of our common stock. In the normal course of our business, we may become involved in, named as a party to, or be the subject of, various legal proceedings, including regulatory proceedings, tax proceedings and legal actions, relating to personal injuries, property damage, property taxes, 38 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 39 BusinessBusiness land rights, the environment and contract disputes. The claims and concessions are often uncertain and may be Patrick Brindle, our Executive Vice President and Chief permits. Obtaining and renewing governmental outcome of outstanding, pending or future proceedings contested. We also may not have, or may not be able Development Officer, will be a member of the technical permits is a complex and time-consuming process. cannot be predicted with certainty and may be to obtain, all necessary rights to develop a property. committee of IRR. However, there exists the possibility The timeliness and success of permitting efforts determined adversely to us and as a result, could have a Although we have obtained title opinions with respect that they may in the future be in a position of conflict of are contingent upon many variables not within our material adverse effect on our assets, liabilities, business, to certain of our properties and have taken reasonable interest. Any decision made by such persons involving control, including the interpretation of permit approval financial condition or results of operations. Even if we measures to ensure proper title to our properties, there is us will be made in accordance with their duties and requirements administered by the applicable permitting prevail in any such legal proceeding, the proceedings no guarantee that title to any of our properties will not be obligations to deal fairly and in good faith with us and authority. We may not be able to obtain or renew permits could be costly and time-consuming and may divert the challenged or impugned. Title insurance is generally not such other companies. In addition, any such directors that are necessary to our planned operations or the attention of management and key personnel from our available for mineral properties and our ability to ensure will declare, and refrain from voting on, any matter in cost and time required to obtain or renew such permits business operations, which could adversely affect our that we have obtained secure claim to individual mineral which such directors may have a material interest. may exceed our expectations. Any unexpected delays financial condition. In July 2021, a lawsuit was filed against us in the United States District Court for the Eastern District of New York on behalf of a class of putative plaintiffs claiming violations of the Exchange Act. The complaint alleged, among other things, that we made false and/or misleading statements and/or failed to make disclosure relating to proper and necessary permits. We intend to vigorously defend against these claims as we believe there are strong defenses against the claims, although there can be no assurance as to the outcome. Our mineral properties may be subject to defects in title. Title to the majority of our lithium properties for the Carolina Lithium Project are derived from option agreements with local landowners in North Carolina, which upon exercise allow us to purchase, or in certain cases long-term lease, the surface property and the associated mineral rights from the local landowners. Upon exercise, in the case of a purchase, we will pay cash consideration approximating the fair market value of the surface property at the time of exercise, excluding the value of any minerals, plus a premium, either at a negotiated fixed price or a negotiated percentage premium, excluding the value of any minerals. Upon exercise, in the case of a long-term lease, the Company will pay annual advanced royalty payments per acre. Some landowners also retain a production royalty payable on production of ore from the property. properties or mining concessions may be severely constrained. Our mineral properties may be subject to prior unregistered agreements, transfers or claims, and title may be affected by, among other things, undetected defects. We may incur significant costs related to defending the title to our properties. A successful claim contesting our title to a property may cause us to compensate other persons or perhaps reduce our interest in the affected property or lose our rights to explore and, if warranted, develop that property. This could result in our not being compensated for our prior expenditures relating to the property. Also, in any such case, the investigation and resolution of title issues would divert our management’s time from ongoing exploration and, if warranted, development programs. Any impairment or defect in title could negatively affect us. Our directors may be in a position of conflict of interest. Some of our directors and officers currently also serve as directors and officers of other companies involved in natural resource exploration, development and production, and any of our directors may in the future serve in such positions. As at the date of this annual report on Form 10-K, none of our directors or officers serves as an officer or director of a lithium exploration, development or producing company nor possesses a conflict of interests with our business, other than as follows: (1) pursuant to our agreements related to our Sayona investment, Keith Phillips, our Chief Executive Officer and Director, will be appointed as a board member of Sayona Quebec, and (2) pursuant REGULATORY AND INDUSTRY RISKS The Carolina Lithium Project will be subject to significant governmental regulations, including the U.S. Federal Mine Safety and Health Act. Mining activities in the United States are subject to extensive federal, state, local and foreign laws and regulations governing environmental protection, natural resources, prospecting, development, production, post-closure reclamation, taxes, labor standards and occupational health and safety laws and regulations, including mine safety, toxic substances and other matters. The costs associated with compliance with such laws and regulations are substantial. In addition, changes in such laws and regulations, or more restrictive interpretations of current laws and regulations by governmental authorities, could result in unanticipated capital expenditures, expenses or restrictions on or suspensions of our operations and delays in the development of our properties. We will be required to obtain governmental permits in order to conduct development and mining operations, a process which is often costly and time-consuming, and there is no certainty that all necessary permits for our operations will be granted. We are required to obtain and renew governmental permits for our exploration activities and, prior to developing or mining any mineralization that we The ownership and validity or title of unpatented mining to our agreements related to our IRR investment, discover, we will be required to obtain new governmental or costs associated with the permitting process could delay the exploration, development or operation of our properties, which in turn could materially adversely affect our future revenues and profitability. In addition, key permits and approvals may be revoked or suspended or may be changed in a manner that adversely affects our activities. For example, in addition to the permits that we have been issued to date, we will require other permits before construction or operations of the Carolina Lithium Project including, but not limited to, zoning, rezoning, mining, mineral concentration, or chemical manufacturing. Other permits that are required include, but are not limited to, a state mining permit issued by the North Carolina DEMLR, a new air permit issued by the NCDEQ Division of Air Quality and a rezoning approved by the Gaston County Board of Commissioners. Subsequent to the end of the fiscal year on August 30, 2021, the Company submitted an application to DEMLR for a mining permit for the Carolina Lithium Project. We have not yet applied for other additional required permits. Private parties, such as environmental activists, frequently attempt to intervene in the permitting process and to persuade regulators to deny necessary permits or seek to overturn permits that have been issued. Obtaining the necessary governmental permits involves numerous jurisdictions, public hearings and possibly costly undertakings. These third-party actions can materially increase the costs and cause delays in the permitting process and could cause us to not proceed 40 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 41 BusinessBusiness with the development or operation of a property. In operations. Any failure to remedy an environmental on the status of new lithium hydroxide production batteries lighter, more efficient, faster charging and addition, our ability to successfully obtain key permits and problem could require us to suspend operations or enter capacity expansion projects being developed by current less expensive, and some of these could be less reliant approvals to explore for, develop, operate and expand into interim compliance measures pending completion and potential competitors and, as such, we cannot on lithium hydroxide or other lithium compounds. We operations will likely depend on our ability to undertake of the required remedy. make accurate projections regarding the capacities of cannot predict which new technologies may ultimately such activities in a manner consistent with the creation of social and economic benefits in the surrounding communities, which may or may not be required by law. Our ability to obtain permits and approvals and to successfully operate in particular communities may be adversely affected by real or perceived detrimental events associated with our activities. Moreover, governmental authorities and private parties may bring lawsuits based upon damage to property and injury to persons resulting from the environmental, health and safety impacts of prior and current operations, including operations conducted by other mining companies many years ago at sites located on properties that we currently own or formerly owned. Subsequent to the end of the fiscal year, on August 6, These lawsuits could lead to the imposition of substantial 2021 the Board of Commissioners of Gaston County fines, remediation costs, penalties and other civil and passed a resolution implementing a 60-day temporary criminal sanctions. We cannot assure you that any such moratorium in the approval of new mining projects law, regulation, enforcement or private claim would not within the County while the County undertakes an have a material adverse effect on our financial condition, evaluation of existing county rules and ordinances in results of operations or cash flows. the interest of protecting public health and safety. While we have continued in active dialog with Gaston County, we are unable to predict the duration, scope, result or Lithium and lithium byproduct prices are subject to unpredictable fluctuations. related costs associated with the commissioners’ review We expect to derive revenues, if any, from the extraction process, nor can we assure you that we will be successful and sale of lithium and lithium byproducts. The prices in obtaining required local approvals. of lithium and lithium byproducts may fluctuate widely Compliance with environmental regulations and litigation based on environmental regulations could require significant expenditures. and is affected by numerous factors beyond our control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, Environmental regulations mandate, among other things, speculative activities, increased production due to new the maintenance of air and water quality standards, extraction developments and improved extraction and land development and land reclamation, and set forth production methods and technological changes in the limitations on the generation, transportation, storage and markets for the end products. The effect of these factors disposal of solid and hazardous waste. Environmental on the prices of lithium and lithium byproducts, and possible new entrants into the market and the dates on prove to be commercially viable and on what time which they could become operational. If these potential horizon. Commercialized battery technologies that use projects are completed in the short term, they could less lithium compounds could materially and adversely adversely affect market lithium prices, thereby resulting impact our prospects and future revenues. in a material adverse effect on the economic feasibility of extracting any mineralization we discover and reducing or eliminating any reserves we identify. Our growth depends upon the continued growth in demand for electric vehicles with high performance lithium compounds. Changes in technology or other developments could result in preferences for substitute products. We are one of a few producers of performance lithium compounds that are a critical input in current and next Lithium and its derivatives are preferred raw materials generation high energy density batteries used in electric for certain industrial applications, such as rechargeable vehicle applications. Our growth is dependent upon the batteries. Many materials and technologies are being continued adoption by consumers of electric vehicles. researched and developed with the goal of making If the market for electric vehicles does not develop as batteries lighter, more efficient, faster charging and we expect, or develops more slowly than we expect, less expensive. Some of these technologies could our business, prospects, financial condition and results be successful and could adversely affect demand for of operations will be affected. The market for electric lithium batteries in personal electronics, electric and vehicles is relatively new, rapidly evolving, and could be hybrid vehicles and other applications. We cannot affected by numerous external factors, such as: predict which new technologies may ultimately prove to be commercially viable and on what time horizon. In addition, alternatives to such products may become more economically attractive as global commodity prices shift. Any of these events could adversely affect demand for and market prices of lithium, thereby resulting in a material adverse effect on the economic feasibility of government regulations and automakers’ responses to those regulations; tax and economic incentives; rates of consumer adoption, which is driven in part by perceptions about electric vehicle features (including range per charge), quality, safety, performance, cost extracting any mineralization we discover and reducing or and charging infrastructure; eliminating any reserves we identify. competition, including from other types of alternative fuel vehicles, plug-in hybrid electric vehicles, and high fuel-economy internal combustion engine vehicles; volatility in the cost of battery materials, oil and legislation is evolving in a manner that may require therefore the economic viability of any of our exploration Moreover, current and next generation high energy stricter standards and enforcement, increased fines properties, cannot accurately be predicted. density batteries for use in electric vehicles rely on and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for mining companies and their officers, directors and employees. In connection with our current exploration activities or in connection with our prior mining operations, we may incur environmental costs that could have a material adverse effect on financial condition and results of Additionally, new production of lithium hydroxide or lithium carbonate from current or new competitors in the lithium markets could adversely affect prices. In recent years, new and existing competitors have increased the supply of lithium hydroxide and lithium carbonate, which has affected its price. Further production increases could negatively affect prices. There is limited information lithium compounds as a critical input. The development gasoline; and adoption of new battery technologies that rely on inputs other than lithium compounds or a delay in the development and adoption of next generation high nickel battery technologies that utilize lithium hydroxide could significantly impact our prospects and future revenues. Many materials and technologies are being researched and developed with the goal of making rates of customer adoption of higher performance lithium compounds and rates of development and adoption of next generation high nickel battery technologies. 42 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 43 BusinessBusiness Our common stock is listed on Nasdaq. However, a liquid the date on which we have, during the previous three- public market for our common stock may not develop year period, issued more than $1,070,000,000 in non- In addition, when the market price of a stock is volatile, We will cease to be an emerging growth company upon expensive for us to attract and retain qualified persons certain holders of that stock may institute securities the earliest of: RISKS RELATED TO AN INVESTMENT IN OUR COMMON STOCK The market price and trading volume of our common stock may be volatile and may be affected by economic conditions beyond our control. The market price of our common stock may be highly volatile and subject to wide fluctuations. In addition, the trading volume of our common stock may fluctuate and cause significant price variations to occur. If the market price of our common stock declines significantly, you may be unable to resell your shares of our common stock at or above the purchase price, if at all. We cannot assure you that the market price of our common stock will not fluctuate or significantly decline in the future. Some specific factors that could negatively affect the price of our common stock or result in fluctuations in their price and trading volume include: actual or expected fluctuations in our prospects or operating results; changes in the demand for, or market price of, lithium; additions to or departures of our key personnel; changes or proposed changes in laws and regulations; changes in trading volume of our common stock on Nasdaq; sales or perceived potential sales of our common stock by us, our directors, senior management or our stockholders in the future; announcement or expectation of additional financing efforts; conditions in the financial markets or changes in general economic and political conditions and events; class action litigation against the company that issued the stock. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit or any future securities class litigation that may be brought against the company. An active trading market for our common stock may not develop and the trading price for our common stock may fluctuate significantly. or be sustained, which means you may experience a decrease in the value of your shares of our common stock regardless of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, stockholders often instituted securities class action litigation against that company. If we were involved in a class action suit, it could divert the attention of senior management and, if adversely determined, could have a material adverse effect on our results of operations and financial condition. We are an emerging growth company as defined in the JOBS Act and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. For example, we have elected to rely on an exemption from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act relating to internal control over financial reporting, and we will not provide such an attestation from our auditors. the last day of the fiscal year during which we have if we are unable to satisfy our obligations as a public total annual gross revenues of $1,070,000,000 (as company in the United States, we could be subject to such amount is indexed for inflation every five years delisting of our common stock, fines, sanctions and other by the SEC) or more; regulatory action and potentially civil litigation. to serve on our Board of Directors (“Board”), our Board Committees or as our senior management. Furthermore, the last day of our fiscal year following the fifth anniversary of the completion of our first sale of common equity securities pursuant to an effective registration statement under the Securities Act; convertible debt; or the date on which we are deemed to be a “large accelerated filer,” as defined in Rule 12b-2 of the Exchange Act, which would occur if the market value of shares of our common stock that are held by non- affiliates exceeds $700,000,000 as of the last day of our most recently completed second fiscal quarter. We incur significant costs as a result of operating as a company whose common stock is publicly traded in the United States and whose equity securities are listed on the ASX, and our management is required to devote substantial time to compliance initiatives. Our common stock is publicly traded on the ASX in the form of CDIs. As a result, we must comply with the ASX Listing Rules. We have policies and procedures that we believe are designed to provide reasonable assurance of our compliance with the ASX Listing Rules. If, however, we do not follow those procedures and policies, or they are not sufficient to prevent non-compliance, we could be subject to liability, fines and lawsuits. These laws, regulations and standards are subject to varying interpretations and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If, notwithstanding our efforts to comply with new laws, regulations and standards, we fail to comply, regulatory As a company whose common stock is publicly traded in authorities may initiate legal proceedings against us and the United States, we incur significant legal, accounting, our business may be harmed. insurance and other expenses. In addition, the Sarbanes- Oxley Act, Dodd-Frank Wall Street Reform and Consumer Protection Act and related rules implemented by the SEC, have imposed various requirements on public companies including requiring establishment and Some provisions of Delaware law and our certificate of incorporation and bylaws may deter third parties from acquiring us or limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees. market conditions in the broader stock market, or in We may avail ourselves of these disclosure exemptions maintenance of effective disclosure and internal controls. our industry in particular; introduction of new products and services by us or our competitors; issuance of new or changed securities analysts’ reports or recommendations; litigation and governmental investigations; and changes in investor perception of our market positions based on third-party information. until we are no longer an emerging growth company. We cannot predict whether investors will find our common stock less attractive because of our reliance on some or all of these exemptions. If investors find our common stock less attractive, it may adversely affect the price of our common stock and there may be a less active trading market for our common stock. Our management and other personnel need to devote Our certificate of incorporation and bylaws provide for, a substantial amount of time to these compliance among other things: initiatives, and we may need to add additional personnel and build our internal compliance infrastructure. a staggered board and restrictions on the ability of our Moreover, these rules and regulations increase our stockholders to fill a vacancy on the Board; legal and financial compliance costs and make some the authorization of undesignated preferred stock, activities more time consuming and costly. These laws the terms of which may be established and shares of and regulations could also make it more difficult and which may be issued without stockholder approval; 44 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 45 BusinessBusiness advance notice requirements for stockholder Exchange Act. This choice of forum provision may our business. Securities and industry analysts may could decline and we may be subject to litigation or proposals; limit a stockholder’s ability to bring a claim in a judicial discontinue research on us, to the extent such coverage regulatory enforcement actions. In addition, if we are a requirement that, except as otherwise provided forum that it finds favorable for disputes with us or our currently exists, or in other cases, may never publish unable to meet the requirements of the Sarbanes-Oxley for or fixed with respect to actions required or directors, officers or other employees. If a court were research on us. If no or too few U.S. securities or industry Act, we may not be able to remain listed on Nasdaq. permitted to be taken by holders of preferred stock, to find the choice of forum provision contained in our analysts commence coverage of our Company, the no action that is required or permitted to be taken amended and restated certificate of incorporation to be trading price for our common stock would likely be by the stockholders may be effected by consent of inapplicable or unenforceable in an action, we may incur negatively affected. In the event securities or industry stockholders in lieu of a meeting of stockholders; additional costs associated with resolving such action in analysts initiate coverage, if one or more of the analysts permit the Board to establish the number of directors; other jurisdictions, which could harm our business. For who cover us downgrade our common stock or publish a provision that the Board is expressly authorized to example, under the Securities Act, federal courts have inaccurate or unfavorable research about our business, adopt, amend or repeal our amended and restated concurrent jurisdiction over all suits brought to enforce the market price of our common stock would likely bylaws; any duty or liability created by the Securities Act, and decline. If one or more of these analysts cease coverage a provision that stockholders can remove directors investors cannot waive compliance with the federal of us or fail to publish reports on us regularly, demand for only for cause and only upon the approval of not less securities laws and the rules and regulations thereunder. our common stock could decrease, which might cause than 662/3 of all outstanding shares of our voting stock; a requirement that the approval of not less than 662/3 We do not anticipate paying dividends in the foreseeable future. our price and trading volume to decline. In addition, research and reports that Australian securities or industry analysts publish about us, our business or our common of all outstanding shares of our voting stock to adopt, We have not declared any dividends during fiscal year stock may impact the market price of our common stock. amend or repeal our bylaws and specific provisions of 2021 or 2020 and do not anticipate that we will do so our certificate of incorporation; and in the foreseeable future. We currently intend to retain limit the jurisdictions in which certain stockholder future earnings, if any, to finance the development of our litigation may be brought. business. Dividends, if any, on our outstanding shares of common stock will be declared by and subject to These anti-takeover defenses could discourage, delay or the discretion of the Board on the basis of our earnings, prevent a transaction involving a change in control of our financial requirements and other relevant factors. As a company. These provisions could also discourage proxy result, a return on your investment will only occur if our contests and make it more difficult for stockholders to common stock price appreciates. We cannot assure you elect directors of their choosing and cause us to take that our common stock will appreciate in value or even other corporate actions than desired. Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the sole and exclusive forum for any complaint asserting any internal corporate claims (including claims in the right of the Company that are based upon a violation of a duty by current or former director, officer, employee or stockholder in such capacity, or as to which the Delaware General Corporation Law confers jurisdiction upon the Court of Chancery) or a cause of action arising under the Securities Act. This provision shall not apply to suits brought to enforce a duty or liability created by the maintain the price at which you purchase shares of our common stock. You may not realize a return on your investment in our common stock and you may even lose your entire investment in our common stock. Therefore, you should not rely on an investment in our common stock as a source for any future dividend income. If U.S. securities or industry analysts do not publish research reports about our business, or if they issue an adverse opinion about our business, the market price and trading volume of our common stock could decline. The trading market for our common stock will be influenced by the research and reports that U.S. securities or industry analysts publish about us or If we fail to maintain proper internal controls, our ability to produce accurate financial statements or comply with applicable regulations could be impaired. We are subject to the reporting obligations under the U.S. securities laws. The SEC, as required under Section 404 of the Sarbanes-Oxley Act, has adopted rules requiring a public company to include a report of management on the effectiveness of such company’s internal control over financial reporting in its annual report on Form 10-K. In addition, once we cease to be an “emerging growth company,” as such term is defined in the JOBS Act, an independent registered public accounting firm for a public company must issue an attestation report on the effectiveness of our internal control over financial reporting. Unstable market and economic conditions may have serious adverse consequences on our business and financial condition. Global credit and financial markets have experienced extreme disruptions at various points over the last few decades, characterized by diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability. If another such disruption in credit and financial markets and deterioration of confidence in economic conditions occurs, our business may be adversely affected. If the equity and credit markets were to deteriorate significantly in the future, it may make any necessary debt or equity financing more difficult to complete, more costly, and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance and share price and could require us to delay or abandon development or commercialization plans. In addition, there is a risk that one or more of our service providers, manufacturers or other partners would not survive or be able to meet their commitments to us under such circumstances, which could directly affect our ability to attain our operating goals on schedule and on budget. Sales of our common stock, or the perception that such sales may occur, could depress the price of our common stock. If we are unable to conclude that we have effective Sales of a substantial number of shares of our common internal controls over financial reporting or our stock in the public market, or the perception that such independent auditors are unwilling or unable to provide sales may occur, could depress the market price of our us with an unqualified report on the effectiveness of our common stock. We have filed a registration statement internal controls over financial reporting as required by registering under the Securities Act the shares of the Sarbanes-Oxley Act, investors may lose confidence our common stock reserved for issuance under our in our operating results, the price of our common stock Stock Incentive Plan, including shares issuable upon 46 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 47 BusinessBusiness exercise of outstanding options. These shares can be relating to proper and necessary permits. We intend to freely sold in the public market upon issuance, subject vigorously defend against these claims as we believe to volume limitations applicable to affiliates. Further, there are strong defenses against the claims, although as opportunities present themselves, we may enter there can be no assurance as to the outcome. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable because we do not currently operate any mines subject to the U.S. Federal Mine Safety and Health Act of 1977. into financing or similar arrangements in the future, including the issuance of debt or equity securities. If we issue common stock or securities convertible into our common stock, our common stockholders would experience additional dilution and, as a result, the price of our common stock may decline. ITEM 1B. UNRESOLVED STAFF COMMENTS. None. ITEM 2. PROPERTIES. We lease our corporate headquarters in Belmont, North Carolina. Due to our continued growth, we recently signed a new lease for our corporate headquarters, which will remain in Belmont, North Carolina. We expect to move into our new lease space in early calendar year 2022. We own and lease properties in Gaston County, North Carolina, as part of the Carolina Lithium Project, for the principal use of current exploration and evaluation activities. We expect to further our principal use to include mining, development and production of lithium hydroxide and other lithium products and byproducts. ITEM 3. LEGAL PROCEEDINGS. As of June 30, 2021, we were not a party to any material legal proceedings. In July 2021, a lawsuit was filed against us in the United States District Court for the Eastern District of New York on behalf of a class of putative plaintiffs claiming violations of the Exchange Act. The complaint alleged, among other things, that we made false and/or misleading statements and/or failed to make disclosure ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities MARKET INFORMATION Our common stock is traded on The Nasdaq Capital Market under the symbol “PLL,” and our CDIs are listed on the ASX also under the symbol “PLL.” ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this annual report on Form 10-K. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this annual report on Form 10-K, particularly those in the sections of this annual report on Form 10-K entitled “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” and “Cautionary Note Regarding Disclosure Based on information known to us, as of September 16, of Mineral Properties.” 2021, 15,869,395 shares of our common stock were being EXECUTIVE OVERVIEW held in the United States by 135 stockholders of record and 5,768,741 shares of our common stock were being held in Australia in the form of CDIs by 35 stockholders of record. DIVIDENDS We have not declared any dividends during fiscal year 2021 or 2020, and we do not anticipate that we will do so in the foreseeable future. We currently intend to retain future earnings, if any, to finance the development of our business. Dividends, if any, on outstanding shares of our common stock will be declared by and subject to the discretion of the Board on the basis of our earnings, financial requirements and other relevant factors. ITEM 6. Not Required. Piedmont Lithium Inc. is an exploration stage company developing a multi-asset, integrated lithium business contributing to the transition to a net zero carbon world and the creation of a clean energy economy in North America. Through this endeavor, we are focused on developing and manufacturing battery quality lithium hydroxide for the fast-growing electric vehicle industry. The centerpiece of our operations, our wholly-owned Carolina Lithium Project, is located in the renowned Carolina Tin-Spodumene Belt of North Carolina. We are geographically diversified with equity investments in strategic partnerships that own lithium resource assets in Canada and Ghana. Collectively, these resource assets and the location of these assets in the United States, Canada and Ghana, strategically position us to be a large, low-cost, sustainable producer of lithium products, serving the North American and European electric vehicle and battery supply chains. The geology, geography and proximity of our resources, planned 48 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 49 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesBusiness production operations and customer base, should 2021 AND 2020 HIGHLIGHTS allow us to deliver a valuable supply of high-quality, sustainably produced lithium hydroxide from spodumene concentrate, which is preferred by most electric vehicle manufacturers. Our diversified operations should enable us to play a pivotal role in supporting the move toward decarbonization and the electrification of transportation and energy storage. REDOMICILIATION Piedmont Lithium Inc. acquired all of the issued and outstanding ordinary shares of Piedmont Australia, our Australian predecessor and a wholly-owned subsidiary, pursuant to a Scheme of Arrangement under Australian Law, which was approved by Piedmont Australia’s shareholders on February 26, 2021 and the Federal Court of Australia on May 5, 2021 (collectively referred to as “Redomiciliation”). As part of the Redomiciliation, the Company changed its place of domicile from Australia to the State of Delaware in the United States, effective May 17, 2021. During the second half of 2021, we entered into a strategic partnership with Sayona for the planned future production of spodumene concentrate in Quebec, Canada. As part of our strategic partnership, we acquired an equity interest of approximately 19% in Sayona and an equity interest of 25% in Sayona Quebec. In August 2021, subsequent to the year ended June 30, 2021, we made an additional investment in Sayona Quebec, which facilitated Sayona Quebec’s acquisition of substantially all of the assets of NAL. NAL’s assets include an existing spodumene mine and spodumene concentrator plant located near Val-d’Or, Quebec, which are currently in care and maintenance. Additionally, we entered into a long-term supply agreement whereby Sayona Quebec will supply the greater of 50% or 113,000 metric tons of spodumene concentrate per year produced from Sayona Quebec’s combined operations in NAL and the Authier Project to Piedmont Lithium. Piedmont Australia’s ordinary shares were listed on the In June 2021, we entered into a strategic partnership ASX, and Piedmont Australia’s ADSs, each representing with IRR for the planned future production of 100 of Piedmont Australia’s ordinary shares, were spodumene concentrate in Ghana. In August 2021, traded on Nasdaq. Following the approval of the subsequent to the year ended June 30, 2021 and as Redomiciliation, the Company moved its primary listing part of our strategic partnership, we (i) acquired an from the ASX to Nasdaq and retained an ASX listing via equity interest of approximately 10% in IRR, (ii) entered CDIs, each representing 1/100th of a share of common into a long-term supply agreement whereby IRR will stock of Piedmont Lithium Inc. Pursuant to the Redomiciliation, holders of Piedmont Australia’s ordinary shares received one (1) CDI in Piedmont Lithium Inc. for each ordinary share held in Piedmont Australia on the Redomiciliation record date; and holders of ADSs in Piedmont Australia, each of which represented 100 ordinary shares of Piedmont Australia, received one (1) share of common stock in the Company of Piedmont Lithium Inc. for each ADS held in Piedmont Australia on the Redomiciliation record date. sell 50% of spodumene concentrate produced in Ghana to Piedmont Lithium, and (iii) have the ability to acquire an equity interest of 50% in IRR’s lithium- based portfolio in Ghana through expected future staged investments totaling $87 million. In June 2021, we completed a Scoping Study update for a fully-integrated lithium hydroxide manufacturing operation to be located in Gaston County, North Carolina. The study highlighted a potential 20-year operation producing 30,000 metric tons per year of lithium hydroxide, an estimated after-tax net present All issued and outstanding shares of the Company’s value of approximately $1.9 billion, and an estimated common stock have been retroactively adjusted in these 31% after-tax internal rate of return. The study consolidated financial statements to reflect the 100:1 ratio featured lithium conversion using Metso Outotec’s and share consolidation as if it had occurred on July 1, 2019. alkaline pressure leach technology. We are currently undertaking a definitive feasibility study of the In October 2020, we completed a U.S. public stock proposed, fully-integrated Carolina Lithium Project. offering totaling $57.5 million in gross cash proceeds. In May 2021, we completed our planned Redomiciliation In September 2020, we entered into an agreement from Australia to the United States, which included with a vehicle manufacturer to supply spodumene changing our primary listing to the Nasdaq from the concentrate from the Carolina Lithium Project. ASX and making the ASX our secondary listing. As part of the Redomiciliation, our corporate headquarters is COVID-19 IMPACT now located in Belmont, NC. In April and May 2021, we increased our lithium mineral resources estimate by 40% and our byproducts mineral resources estimate by 40%, respectively, for our Carolina Lithium Project. COVID-19 was declared a pandemic by the World Health Organization on March 11, 2020. In response, we implemented generally accepted protocols to protect the health and safety of our employees, contractors, and communities during this pandemic, including allowing During 2021 and subsequent to the year ended June 30, our employees to work remotely. In 2021, our contractors 2021, we hired key executive and senior management had difficulties in maintaining drilling crews at full leadership positions including Bruce Czachor, Executive capacity and at high utilization rates due to negative Vice President and Chief Legal Officer and Secretary; impacts from COVID-19; however, we were able to remain David Klanecky, Executive Vice President and Chief on schedule for purposes of our testing and evaluation Operating Officer; Michael White, Executive Vice activities. Our business was not materially impacted by President and Chief Financial Officer; Austin Devaney, the negative impacts from COVID-19. Vice President of Sales and Marketing; Kris McVey, Vice President and Chief Human Resources Officer; and Brian OUTLOOK Risinger, Vice President of Corporate Communications The demand for electric vehicles continues to grow as and Investor Relations. many jurisdictions around the world have legislated In April 2021, we partnered with Metso Outotec on to shift new car fleets away from internal combustion lithium hydroxide conversion technology, specifically engines. These electric vehicles will use batteries, and the use of alkaline pressure leaching for the conversion the expectation is that nearly all of these batteries will of spodumene concentrate to lithium hydroxide. be lithium-based batteries. Our strategy is to develop In March 2021, we completed a U.S. public stock resources and processing capabilities that support the offering totaling $122.5 million in gross cash proceeds. opportunity to meet the demands of our customers In March 2021, we published the results of a life across the electric vehicle supply chain. Many of the car cycle analysis of our Carolina Lithium Project, which manufacturers have committed significant capital to was performed by industry-leading Minviro Group. expand their electric vehicle portfolios and have targets The results of our life cycle analysis demonstrated to electrify their fleets by as much as 100% by 2035. industry-leading land and water footprints as well as a highly-competitive carbon footprint compared to incumbent producers in South America and China. The outlook for global sales of new electric vehicles (units in millions) and the global penetration rate of new electric vehicles sold compared to total new vehicles sold are presented in the table below: 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Sales of new electric vehicles Penetration rate 4.9 6% 6.4 7% 8.7 9% 11.2 11% 14.6 15% 17.4 17% 20.6 20% 24.3 23% 28.9 27% 34.0 31% Source: Rho Motion Electric Vehicle Battery Outlook as of June 30, 2021 Note: Periods in the table above are calendar year periods. 50 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 51 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesMarket for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities COMPONENTS OF OUR RESULTS OF OPERATIONS Exploration and Evaluation Expenses Exploration and evaluation expenses include drilling and sampling costs, technical and engineering studies, permitting costs and overhead costs associated with the exploration and evaluation of the Carolina Lithium Project, such as maintaining our exploration headquarters and other fees for professional services and legal compliance. Expenditures on exploration and evaluation incurred by us are expensed as incurred up and until the completion of a definitive feasibility study, other than costs directly associated with acquiring the exploration properties, which are capitalized. Costs associated with the acquisition and maintenance of exploration rights are capitalized, rather than expensed. Consolidated Statements of Operations Exploration and evaluation expenses General and administrative expenses Other income (expense) Loss from equity investments in unconsolidated affiliates, net of tax Net loss $ * Not meaningful Loss from Equity Investments in Unconsolidated Affiliates We apply the equity method of accounting for investments when we have significant influence but not controlling interest in the investee. The Company’s proportionate share of the net loss resulting from these investments is reported as “Loss from equity investments in unconsolidated affiliates, net of tax” in our consolidated statements of operations. The Company’s equity investments in unconsolidated affiliates are reported at cost and adjusted each period, on a one quarter lag, for the Company’s share of the investee’s loss and dividends paid, if any. 2021 Years Ended June 30, 2020 3,125,784 3,440,160 686,793 — (5,879,152) 10,874,502 $ 8,861,454 (193,266) (64,626) (19,993,848) $ 7,748,718 5,421,294 (880,059) (64,626) (14,114,696) % 247.9% 157.6% (128.6)% * (240.1)% General and Administrative Expenses General and administrative expenses include overhead costs, such as employee compensation and benefits for corporate management and office staff including RESULTS OF OPERATIONS We operate as one reportable segment. The following table summarizes our results of operations: accounting, legal, human resources and other support 2021 COMPARED TO 2020 personnel, professional fees, insurance, and costs associated with maintaining our corporate headquarters. Other Income (Expense) Other income (expense) primarily consists of interest expense, interest income, and foreign exchange gains. Interest expense consists of interest incurred in the financing of surface properties purchased for exploration and evaluation as well as interest incurred for lease liabilities. Interest income primarily consists of interest earned on our cash and cash equivalents. Foreign exchange gains consist of gains earned on foreign bank accounts denominated in Australian dollars. Exploration and Evaluation Expenses Exploration and evaluation expenses increased $7.8 million, or 247.9%, to $10.9 million, in 2021 compared to $3.1 million in 2020. The increase in exploration and evaluation expenses was primarily due to increased drilling, engineering, and metallurgical testing activities associated with the Carolina Lithium Project in North Carolina in 2021. Contract labor costs associated with drilling activities was a primary driver of exploration and evaluation expenses. General and Administrative Expenses million and $51.6 million as of June 30, 2021 and 2020, General and administrative expenses increased $5.4 million, or 157.6%, to $8.9 million in 2021 compared to $3.4 million in 2020. The increase in general and administrative expenses was primarily due to increased professional fees as the Company became subject to U.S. public company requirements as part of the Redomiciliation. Included in the increase in professional fees were $1.4 million of costs directly associated with the Redomiciliation. Compensation expenses also contributed to higher general and administrative expenses due to the hiring of key management personnel and support staff at the Company’s headquarters in Belmont, North Carolina in 2021. Other Income (Expense) Other income (expense) decreased $0.9 million, or 128.6%, to $(0.2) million in 2021 compared to $0.7 million in 2020. The decrease in other income (expense) was due to a gains in foreign exchange totaling $0.6 million as the U.S. dollar outperformed the Australian dollar in 2021 compared to 2020, a decrease in interest income, and an increase in interest expense. Loss from Equity Investments in Unconsolidated Affiliates Loss from equity investments in unconsolidated affiliates, net, was $0.1 million in 2021 compared to zero in 2020. The loss was generated from our investment in Sayona. The Company did not have equity investments in unconsolidated affiliates in 2020. respectively. We have relied on equity financing to fund our operating and investing activities and to fund our long-term debt payments. Our predominant source of cash is from financing activities. In 2021 and 2020, we raised cash through issuances of our common stock for the primary purpose of funding working capital associated with exploration and evaluation expenses and general and administrative expenses, purchasing of exploration and evaluation assets, capital expenditures, and investments supporting our strategy of becoming a producer of lithium hydroxide. We had working capital of $137.8 million and $17.0 million as of June 30, 2021 and 2020, respectively, resulting in an increase in working capital of $120.9 million mostly attributable to an increase in cash of $123.8 million. In addition to cash purchases of exploration and evaluation assets, specifically surface properties and their associated mineral rights, in North Carolina, we entered into noncash seller financed purchases of exploration and evaluation assets in North Carolina totaling $0.7 million and $2.7 million in 2021 and 2020, respectively. In March 2020, the CARES Act was signed into U.S. law to provide economic relief to individuals and businesses facing economic hardship as a result of the COVID-19 pandemic. The CARES Act did not have a material impact on our consolidated financial condition or results of operations as of and for the years ended June 30, 2021 LIQUIDITY AND CAPITAL RESOURCES and 2020. Sources and Uses of Cash Years Ended June 30, 2021 2020 As of June 30, 2021, $136.8 million, or 95.9%, of our cash Net cash used in operating $ (16,257,254) $ (6,332,301) balances were held in the United States. The remaining activities $5.9 million, or 4.1%, of our cash balances were held in Net cash used in investing (34,565,793) (3,452,254) Australia. Cash balances in Australia can be repatriated to activities the United States with inconsequential tax consequences. Net cash provided by financing activities 174,617,607 24,718,553 We are an exploration stage company and, since our Net increase in cash and 123,794,560 14,933,998 inception, we have not generated revenues. We incurred cash equivalents losses of $19.9 million and $5.9 million in 2021 and 2020, respectively, and have accumulated losses of $71.3 52 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 53 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesMarket for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The following table is a condensed schedule of cash Our cash forecast for 2022: We believe our current cash balances are sufficient to conditions, negative impacts from the COVID-19 flows provided as part of the discussion of liquidity and capital resources: includes funding of non-discretionary and discretionary expenditures primarily related to: (i) Cash Flows from Operating Activities exploration and evaluation expenses for the Carolina Operating activities used $16.3 million and $6.3 million in 2021 and 2020, respectively, resulting in an increase in cash used in operating activities of $10.0 million during 2021. The increase in cash used in operating activities was primarily due to an increase in net loss of $14.1 million, adjusted for noncash items, partially offset by an increase from changes in operating assets and liabilities in 2021 compared to 2020. Lithium Project in the United States and for lithium projects in Canada and Ghana, (ii) general and administrative expenses including corporate costs, (iii) growth expenditures, and (iv) acquisition costs for exploration and evaluation assets, specifically surface properties and the associated mineral rights, in North Carolina that are under contract as of June 30, 2021. As of June 30, 2021, we have entered into certain acquisition contracts for the purchase of exploration fund cash requirements and debt payments for the next pandemic, commodity price volatility for spodumene and 12 months. Additionally, we believe our current cash lithium hydroxide, and other risks (see Risk Factors in this balances are sufficient to fund our cash forecast for Form 10-K) could significantly impact our ability to raise fiscal year 2022, which includes discretionary and non- funds through equity and debt financings. discretionary expenditures, as discussed above. In the event costs were to exceed our forecast, we will reduce or eliminate current and/or forecasted discretionary spending. If further reductions are required, we will reduce certain non-discretionary expenditures. CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS The following table summarizes our contractual obligations as of June 30, 2021 that we believe will affect cash over the next five years and thereafter: We will incur significant cash expenditures for the construction of the Contractual obligations Total Less than 1 year 1–3 years 3-5 years Thereafter Loans and borrowings $ 2,311,546 $ 1,085,142 $ 1,186,469 $ 39,935 $ Lease liabilities 140,435 140,435 — — $ 2,451,981 $ 1,225,577 $ 1,186,469 $ 39,935 $ — — — Cash Flows from Investing Activities and evaluation assets in North Carolina, as discussed proposed mine, concentrator Investing activities used $34.6 million and $3.5 million in 2021 and 2020, respectively, resulting in an increase in cash used in investing activities of $31.1 million during 2021. The increase in cash used in investing activities was mainly due to our equity investments in Sayona and Sayona Quebec totaling $16.4 million, including transaction costs, and an increase in cash purchases of above, totaling $37.0 million, of which we expect to close and fund $12.6 million in the first half of 2022, plant and chemical plant at our proposed Carolina $5.2 million in the second half of 2022, $10.5 million Lithium Project in North Carolina. We currently expect in 2023 and $8.7 million in 2024. These amounts do construction of the Carolina Lithium Project to cost not include closing costs such as attorney’s fees, approximately $840 million. Additionally, we will incur taxes and commissions. For the vast majority of these significant cash expenditures for construction costs contracts, we are able to cancel, at our option, with de associated with our equity investments in lithium projects OFF-BALANCE SHEET ARRANGEMENTS We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, exploration and evaluation assets for the Carolina Lithium minimis cancellation costs; in Canada and Ghana with Sayona and IRR, respectively. liquidity, capital expenditures or capital resources that is Project of $15.4 million in 2021 compared to 2020. does not include funding of cash expenditures for: We will require equity and/or debt financings in order material to investors. Cash Flows from Financing Activities evaluation assets not already under contract as of projects. (i) additional acquisition costs of exploration and to fund future planned construction costs for these Financing activities provided $174.6 million and $24.7 million June 30, 2021, (ii) construction costs for a mine, in 2021 and 2020, respectively, resulting in an increase in concentrator plant or chemical plant on any of our cash provided by financing activities of $149.9 million during properties, either owned or currently under seller 2021. The increase in cash provided by financing activities financed contracts in North Carolina, or through our was mainly due to an increase in net issuances of our investments in Canada or Ghana; or (iii) additional common stock of $149.9 million in 2021 compared to 2020. equity investments in new strategic ventures or to In 2021, we raised $175.0 million in cash through issuances increase our ownership within our current investments; of our common stock, net of issuance costs. does not include cash from equity and/or debt Liquidity Outlook As of June 30, 2021, we had available cash balances totaling $142.7 million. Currently, we do not maintain a credit facility or have debt from financial institutions. financings; and does not include cash from generating revenues from operations. We do not expect to begin development or production on any of our properties related to the Carolina Lithium Project or to receive distributions Since inception, we have predominately relied on equity from our investments in lithium projects in Canada or financing to fund our operations, land acquisitions, Ghana in 2022. capital expenditures and equity investments. On August 31, 2021, we submitted a draft loan application to the Loan Programs Office of the U.S. Department of Energy for potential funding of construction costs for our proposed Carolina Lithium Project’s concentrator plant and chemical plant. We cannot be certain that our loan application will be approved or will have terms acceptable to us. Historically, we have been successful in raising cash through equity financing and obtaining land through seller financed debt; however, no assurances can be given that additional financing will be available in amounts sufficient to meet our needs or on terms that CRITICAL ACCOUNTING POLICES AND ESTIMATES Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, as well as the reported expenses incurred during the reporting periods. Our estimates are based on our historical are acceptable to us. If we issue additional shares of our experience and on various other factors that we believe common stock, it would result in dilution to our existing shareholders. Stock price volatility, uncertain economic are reasonable under the circumstances, the results of which form the basis for making judgments about 54 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 55 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesMarket for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities the carrying value of assets and liabilities that are not the share option, volatility, dividend yield and risk-free COMMODITY PRICE RISK readily apparent from other sources. Actual results may interest rate and making assumptions about them. The fair value determined at the grant date is expensed do not enter into hedging or derivative transactions to on a straight-line basis over the vesting period, based on manage commodity price risk. differ from these estimates under different assumptions or conditions. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates. While our significant accounting policies are described in the notes to our consolidated financial statements included elsewhere in this annual report on Form 10-K, we believe that the following critical accounting policy is the most important to understanding and evaluating our reported financial results. STOCK-BASED COMPENSATION Equity-settled, share-based payments are provided to officers, employees, consultants and other advisors. These share-based payments are measured at the fair value of the equity instrument at the grant date. Fair value of share options is determined using the Black- Scholes option pricing model, taking into account the terms and conditions upon which the instruments were Changes to these inputs would impact the consequent valuation for each equity instrument valued in this manner, and consequently, the value of each grant would vary in a different manner depending on the change to the respective inputs. our estimate of equity instruments that will eventually vest. At each reporting date, we revise our estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in profit or loss over the remaining vesting period, with a corresponding adjustment to the share- based payments reserve. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. INTEREST RATE RISK granted, and are disclosed in Note 11 to the audited Our exposure to the risk of changes in market interest consolidated financial statements appearing elsewhere rates relates primarily to our cash and short-term in this annual report on Form 10-K. We record stock- deposits with a floating interest rate. These financial based compensation expense within both exploration assets do not expose us to material cash flow interest and evaluation expenses and general and administrative rate risk. All other financial assets and liabilities, in the We are exposed to commodity price risk because commodity prices affect the economic feasibility of mining on our properties, the value of such properties and the potential timing of construction for our concentrator plant and chemical plant in North Carolina. These commodity prices can be volatile and are influenced by factors beyond our control. We currently ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. PIEDMONT LITHIUM INC. TABLE OF CONTENTS Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of June 30, 2021 and 2020 Consolidated Statements of Operations for the Years Ended June 30, 2021 and 2020 Consolidated Statements of Comprehensive Loss for the Years Ended June 30, 2021 and 2020 Consolidated Statements of Cash Flows for the Years Ended June 30, 2021 and 2020 Consolidated Statements of Changes in Equity for June 57 58 58 59 59 60 60 expenses in the Statements of Operations. Costs are form of payables, lease liabilities, and long-term debt, are 30, 2021 and 2020 allocated among those receiving the benefit based non-interest bearing. As of June 30, 2021 and 2020, we Notes to the Consolidated Financial Statements upon job function. There are certain employees who had $142.7 million and $18.9 million, respectively, of cash serve both functions, and therefore, their stock-based and short-term deposits. We currently do not engage compensation expense is split between both financial in any hedging or derivative transactions to manage statement lines in the consolidated statements of interest rate risk. operations. Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of FOREIGN CURRENCY RISK We currently do not enter into hedging or derivative transactions to manage foreign currency risk as our exposure to foreign currency risk is not material. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Piedmont Lithium Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Piedmont Lithium Inc. and subsidiaries (the “Company”) as of June 30, 2021 and 2020, the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows, for each of the two years in the period ended June 30, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2021 and 2020, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2021, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles FINANCIAL INFORMATION Page independent with respect to the Company in accordance 56 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 57 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesMarket for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Additional paid-in capital 252,571,659 76,187,975 Accumulated deficit (71,334,645) (51,589,139) 1,550 1,025 Net loss $ (19,993,848) $ (5,879,152) (827,853) (796,565) Equity investment loss (31,288) — Net increase in cash 123,794,560 14,933,998 Total stockholders’ equity 180,410,711 23,803,296 Other comprehensive loss, Total liabilities and stockholders’ equity $ 187,851,629 $ 27,652,958 net of tax (31,288) (499,399) Comprehensive loss $ (20,025,136) $ (6,378,551) CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS Cash flows from financing activities: Proceeds from issuance of common stock, net of issuance Years Ended June 30, 2021 2020 costs 174,964,132 25,108,987 Proceeds from exercise of stock options 349,047 — Other comprehensive loss, net of tax: Foreign currency translation adjustments Principal payments on long- term debt Net cash provided by financing (695,572) (390,434) — (499,399) activities 174,617,607 24,718,553 The accompanying notes are an integral part of these financial statements CONSOLIDATED STATEMENTS OF CASH FLOWS Cash and cash equivalents at beginning of period 18,857,088 4,432,150 Effect of exchange rate changes on cash Cash and cash equivalents — (509,060) at end of period $ 142,651,648 $ 18,857,088 Supplemental disclosure of cash flow information: Cash paid for interest $ 289,125 $ 157,271 Noncash acquisitions of Year Ended June 30, exploration and evaluation 2021 2020 assets financed by seller 689,500 2,708,052 Cash flows from operating activities: Net loss $ (19,993,848) $ (5,879,152) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation 11,589 13,249 Share-based compensation 1,319,372 470,939 Non-cash lease expense 143,734 122,759 Loss on equity investments in unconsolidated affiliates 64,626 — The accompanying notes are an integral part of these financial statements used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ DELOITTE & TOUCHE LLP Charlotte, North Carolina September 24, 2021 Stockholders’ equity: Common stock; $0.0001 par value, 100,000,000 shares authorized; 15,764,533 and 10,356,762 shares issued and outstanding at June 30, 2021 and 2020, respectively We have served as the Company’s auditor since 2021. Accumulated other comprehensive loss PIEDMONT LITHIUM INC. CONSOLIDATED BALANCE SHEETS 2021 June 30, 2020 Assets Current assets: Cash and cash equivalents $ 142,651,648 $ 18,857,088 Other current assets 1,251,322 58,980 Total current assets 143,902,970 18,916,068 Exploration and evaluation assets 26,597,803 7,720,957 Property, plant and equipment, net 725,863 717,417 Operating lease right-of-use assets Other assets Equity investments in unconsolidated affiliates 139,797 268,610 222,698 29,906 The accompanying notes are an integral part of these financial statements CONSOLIDATED STATEMENTS OF OPERATIONS Years Ended June 30, 2021 2020 Operating expenses: Exploration and evaluation expenses $ 10,874,502 $ 3,125,784 General and administrative expenses 8,861,454 3,440,161 Loss from operations (19,735,956) (6,565,945) Total assets $ 187,851,629 $ 27,652,958 Interest (expense) income, net (267,886 53,961 16,262,498 — Other income (expense): Liabilities and stockholders’ equity Trade and other payables $ 4,959,031 $ 1,232,528 Gain from foreign currency exchange Loss before income taxes Current portion of long-term debt Operating lease liabilities Other current liabilities (benefit) (19,929,222) (5,879,152) 1,085,142 140,435 29,906 577,576 135,947 Income tax expense (benefit) — Loss from equity investments — in unconsolidated affiliates, Total current liabilities 6,214,514 1,946,051 Long-term debt, net of current net of tax Net loss portion 1,226,404 1,740,042 Basic and diluted loss per (64,626) $ (19,993,848) $ (5,879,152) — — Operating lease liabilities, net of current portion Other liabilities Total liabilities — — 133,663 29,906 $ 7,440,918 $ 3,849,662 Basic and diluted weighted- average number of shares outstanding 13,551,150 8,283,567 Commitments and contingencies (Note 15) The accompanying notes are an integral part of these 74,620 632,832 Changes in operating assets and liabilities: Other assets Operating lease liabilities (1,385,134) (144,096) (29,736) (118,555 Trade and other payables 3,726,503 (1,079,811 Other current liabilities — 168,006 Net cash used in operating activities (16,257,254) (6,332,301 Cash flows from investing activities: evaluation assets (18,187,346) (2,747,783) Capital expenditures (20,035) (704,471) Equity investments in unconsolidated affiliates Net cash used in investing (16,358,412) — weighted-average share $ (1.48) $ (0.71) Purchase of exploration and 58 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 59 financial statements activities (34,565,793) (3,452,254 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesMarket for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY Common Stock Shares Amount Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholders’ Equity Balance at June 30, 2019 6,707,363 $ Issuance of common stock, net 3,535,000 Stock-based compensation expense Expiration of stock options Exercise of stock options Conversion of performance rights Impact of ASC 842 adoption Foreign currency translation adjustments Net loss — — 89,399 25,000 — — — 671 354 — — — — — — — Balance at June 30, 2020 Issuance of common stock, net 10,356,762 5,250,000 1,025 525 Stock-based compensation expense Expiration of stock options Exercise of stock options Exercise of stock options (cashless) Conversion of performance rights Equity investment loss in other comprehensive loss Net loss — — 22,500 130,271 5,000 — — — — — — — — — $ 51,140,336 $ (46,245,126) $ (297,166) $ 4,598,715 25,108,634 470,939 (531,934) — — — — — — — 531,934 — — 3,205 — — — — — — — 25,108,988 470,939 — — — 3,205 (499,399) (499,399) (5,879,152) — (5,879,152) 76,187,975 (51,589,139) (796,565) 23,803,296 174,963,607 1,319,372 (248,342) 349,047 — — — — — — 248,342 — — — — — — — — — — 174,964,132 1,319,372 — 349,047 — — (19,993,848) — (19,993,848) Balance at June 30, 2021 15,764,533 $ 1,550 $ 252,571,659 $ (71,334,645) $ (827,853) $ 180,410,711 The accompanying notes are an integral part of these financial statements NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION AND REDOMICILIATION we are focused on developing and manufacturing battery quality lithium hydroxide for the fast-growing electric vehicle industry. The centerpiece of our operations, our wholly-owned Carolina Lithium Project (“Carolina Lithium Project”), is located in the renowned Carolina Tin-Spodumene Belt of North Carolina. We are geographically diversified with equity investments in strategic partnerships that own lithium resource assets in Canada and Ghana. Collectively, these resource Piedmont Lithium Inc. (“we,” “our,” “us,” “Company,” or assets and the location of these assets in the United “Piedmont Lithium”) is an exploration stage company States, Canada and Ghana, strategically position us to centered on developing a multi-asset, integrated be a large, low-cost, sustainable producer of lithium lithium business that enables the transition to a net products and byproducts, including quartz, feldspar zero carbon world and the creation of a clean energy and mica, serving the North American and European economy in North America. Through this endeavor, electric vehicle and battery supply chains. The geology, geography and proximity of our resources, planned All issued and outstanding shares of our common stock production operations and customer base, should allow have been retroactively adjusted in these consolidated us to deliver a valuable continuous supply of high-quality, financial statements to reflect the 100:1 ratio and share sustainably produced lithium hydroxide from spodumene consolidation as if these events had occurred on July 1, concentrate, which is preferred by most electric vehicle 2019. Shares of the Company’s common stock issued manufacturers. Our diversified operations should enable in connection with the Redomiciliation trade on Nasdaq us to play a pivotal role in supporting the move toward under the symbol “PLL.” decarbonization and the electrification of transportation and energy storage in the United States of America. BASIS OF PRESENTATION REDOMICILIATION Our consolidated financial statements have been prepared in U.S. dollars and in accordance with generally accepted Piedmont Lithium Inc. acquired all of the issued and accounting principles in the United States (“GAAP”). outstanding ordinary shares of Piedmont Australia, our Unless otherwise indicated, all references to “$” are to Australian predecessor and a wholly owned subsidiary, United States dollars, and all references to “AUD” are to pursuant to a Scheme of Arrangement under Australian Australian dollars. Our reporting currency is U.S. dollars. law, which was approved by Piedmont Australia’s shareholders on February 26, 2021, and the Federal Court of Australia on May 5, 2021 (collectively referred to as “Redomiciliation”). As part of the Redomiciliation, the Company changed its place of domicile from Australia to The Company consolidates all entities in which it maintains a controlling financial interest. All intercompany balances and transactions have been eliminated in consolidation. the State of Delaware in the United States, effective on Prior to the Redomiciliation, Piedmont Australia reported Piedmont Australia’s ordinary shares were listed on the ASX, and Piedmont Australia’s American Depositary Shares (“ADSs”), each representing 100 of Piedmont Australia’s ordinary shares, were traded on Nasdaq. Following the approval of the Redomiciliation, the Company moved its primary listing from the ASX to Nasdaq and retained an ASX listing via CDIs, each representing 1/100th of a share of common stock of Piedmont Lithium Inc. Pursuant to the Redomiciliation, holders of Piedmont Australia’s ordinary shares received one (1) CDI in Piedmont Lithium Inc. for each ordinary share held in Piedmont Australia on the Redomiciliation record date; and holders of ADSs in Piedmont Australia received one (1) share of common stock of Piedmont Lithium Inc. for each ADS held in Piedmont Australia on the Redomiciliation record date with each ADS representing 100 Piedmont Australia ordinary shares. its consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”). Following the Redomiciliation, the Company transitioned to GAAP and applied GAAP retrospectively for all prior periods presented. In the opinion of management, all necessary adjustments (consisting of normal recurring adjustments, intercompany adjustments, reclassifications and non-recurring adjustments) have been recorded to present fairly our financial position as of June 30, 2020 and 2021, and the results of operations, and cash flows for the years ended June 30, 2021 and 2020. Our fiscal year ends on June 30 of each calendar year. All references to years 2020, 2021, 2022, 2023 and 2024 in this Form 10-K refer to fiscal years ended June 30, 2020, 2021, 2022, 2023 and 2024, respectively, unless otherwise stated. Risk and Uncertainties The Company is subject to a number of risks similar to those of other companies of similar size in its industry, (31,288) (31,288) May 17, 2021. 60 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 61 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesMarket for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities including but not limited to, the success of its exploration activities, need for additional capital (or financing) to fund operating losses, competition from substitute 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES products and services from larger companies, protection USE OF ESTIMATES PROPERTY, PLANT AND EQUIPMENT ASSET RETIREMENT OBLIGATIONS Long-lived assets, such as property, equipment and The Company follows the provisions of ASC Topic 410, mineral properties, are evaluated for impairment “Asset Retirement and Environmental Obligations,” which whenever events or changes in circumstances establishes standards for the initial measurement and of proprietary technology, patent litigation, dependence on key individuals, and risks associated with changes in information technology. The preparation of the consolidated financial statements indicate that the carrying amount of the asset may in conformity with GAAP requires management to make not be recoverable in accordance with Accounting subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived estimates and assumptions that affect the reported Standards Codification (“ASC”) 360, “Property, Plant, and tangible assets arising from the acquisition, construction The Company has an accumulated deficit as of June 30, 2021 and June 30, 2020, of $71.3 million and $51.6 million, respectively. The Company has incurred net losses and utilized cash in operations since inception, and expects to incur future additional losses, as well. The Company has cash available on hand and believes that this cash will be sufficient to fund operations and meet its obligations as they come due within one year from the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the fair value of stock-based compensation, recoverability of long-lived assets, recognition of tax losses, depreciation, depletion, and date these consolidated financial statements are issued. amortization. In the event the Company does not achieve revenue anticipated in its current operating plan, management has the ability and commitment to reduce operating expenses as necessary. Until commercial production is achieved from the Company’s planned operations, the Company will continue to incur operating and investing net cash outflows associated with, among other things maintaining and acquiring exploration properties and undertaking ongoing exploration activities. As the Company is still over a year away from beginning operations and generating revenue, the Company’s long- term success is dependent upon its ability to successfully raise additional capital or financing. The Company’s long- The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. term success is also dependent upon its ability to obtain CASH AND CASH EQUIVALENTS certain permits and approvals, develop its planned mine, concentrator plant and chemical plant, earn revenues, and achieve profitability. The Company’s consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company maintains cash deposits with high credit quality financial institutions. The deposits with these financial institutions may exceed the federally insured limits; however, these deposits typically are redeemable upon demand. The Company has not experienced any losses because of these deposits and does not expect to incur any losses in the future. Equipment.” Circumstances which could trigger a review or development and for normal operations of such include, but are not limited to: significant decreases in assets. The Company records the fair value of a liability the market price of the asset; significant adverse changes for an asset retirement obligation as an asset and liability in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cashflow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability of assets is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by an asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized at the amount by which the carrying amount exceeds the estimated fair value of the asset. The estimated fair value is determined using a discounted cash flow analysis. Any impairment in value is recognized as an expense in the period when the impairment occurs. The Company did not recognize any impairment charges associated with long-lived assets for the years ended June 30, 2021 and 2020. Depreciation is computed on a straight-line basis using the following estimated useful lives of the assets: Assets Office equipment Plant equipment Vehicles Years 3 —7 3 —15 3 —7 See Note 4 to the consolidated financial statements in this Form 10-K. when there is a legal obligation associated with the retirement of a tangible long-lived asset and the liability can be reasonably estimated. The legal obligation to perform the asset retirement activity is unconditional, even though uncertainty may exist about the timing and/ or method of settlement that may be beyond the entity’s control. As of June 30, 2021, and 2020, we did not record a provision for asset retirement obligation as no such condition had been met. EXPLORATION AND EVALUATION We incur costs in resource exploration, evaluation and development during the different phases of our resource development projects. Exploration costs incurred before the declaration of proven and probable resources, which primarily include exploration, drilling, engineering, metallurgical test-work, and compensation for employees directly engaged in exploration activities, are generally expensed as incurred. We have also expensed as incurred engineering costs attributable to the evaluation of land for our future chemical and concentrator plants. After proven and probable resources are declared, exploration, evaluation and development costs necessary to bring the property to commercial capacity or increase the capacity or useful life are capitalized. The Company has not established proven and probable reserves, as defined by the Financial Accounting Standards Board (“FASB”), through the completion of a final or “bankable” feasibility study for any of its exploration projects. Unproved property consists of costs to acquire unproved reserves, undeveloped lease lands 62 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 63 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesMarket for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The financial results and position of foreign operations measured as the amount of consideration received in measurements. The valuation hierarchy categorizes and option payments made to landowners under the change in functional currency, the assets and liabilities REVENUE RECOGNITION Company’s option agreements with local landowners of entities with an Australian dollar (AUD) functional which are considered part of the acquisition costs. Such currency on June 30, 2020 were converted into U.S. capitalized costs are transferred to proved property when dollars at a fixed exchange rate of $1:AUD 1.457 and related proved reserves are determined and are depleted the stockholders’ equity and accumulated deficit were on a unit-of-production basis. converted at applicable historical rates. For significant projects, interest is capitalized as part of the historical cost of developing and constructing assets when such costs are material to the consolidated financial statements. Interest is capitalized until the asset is ready for service. Any costs to maintain the production capacity in a property under production are expensed as incurred. For the years ended June 30, 2021 and 2020, the Company did not (i) incur costs to maintain production capacity as there were no properties under production or (ii) capitalize interest costs associated with developing and constructing assets. The Company assesses its resource development assets for impairment whenever events or circumstances indicate that the carrying value of the assets may not be recoverable. The Company did not record impairment expense during the years ended June 30, 2021 or 2020. FOREIGN CURRENCIES The consolidated financial statements are presented in United States dollars which is the Company’s reporting currency. Effective June 30, 2020, the Company adopted the U.S. dollar as its functional currency. The change in functional currency of the Company was due to the increased exposure to the U.S. dollar, as a result of the Company’s future operating, and capital costs are expected to be in U.S. dollars. whose functional currency was different from the Company’s reporting currency were translated as follows: assets and liabilities were translated at year-end exchange rates prevailing at that reporting date; income and expenses were translated at average exchange rates for the period; and equity transactions including retained earnings/ accumulated deficit were translated at the exchange rates prevailing at the date of the transaction. Gains and losses arising from translations or settlements of foreign currency denominated transactions or balances were included in the determination of income. “Other comprehensive loss, net of tax,” in the consolidated statements of comprehensive loss, included foreign currency translation adjustments for the year ended June 30, 2020 due to the change in functional currency. Gains and losses resulting from foreign currency transactions are presented in “Gain from foreign currency exchange” in the consolidated statements of operations. LOSS PER SHARE The Company computes loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic net loss per common share is computed by dividing net loss by the weighted-average number of shares of common shares outstanding during the period. Diluted net loss per Prior to June 30, 2020, the functional currency of each share of common stock is computed by giving effect to of the Company’s consolidated entities was measured all potential dilutive shares of common stock, including using the currency of the primary economic environment options, restricted stock units (“RSUs”) and performance in which that entity operated. The change in functional awards. Basic and diluted net loss per share of common currency was applied prospectively with effect from June stock were the same for all periods presented as the 30, 2020 in accordance with GAAP. To give effect to the impact of all potentially dilutive securities outstanding was anti-dilutive. The Company is in an exploration stage and has no revenues. Specific evaluations described in ASC 606, the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. “Revenue from Contracts with Customers” will be The Company follows FASB ASC Topic 820, “Fair Value performed once the Company begins earning revenues. Measurement and Disclosure,” which establishes a In accordance with ASC Topic 606, revenue will be three-level valuation hierarchy for disclosure of fair value exchange for transferring goods or providing services, assets and liabilities measured at fair value into one of and will be recognized when performance obligations are three different levels depending on the observability satisfied under the terms of contracts with customers. A of the inputs employed in the measurement. The three performance obligation will be deemed to be satisfied levels are defined as follows: when control of the product is transferred to the customer. STOCK-BASED COMPENSATION Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2: Inputs other than quoted prices included within The Company records stock-based compensation Level 1 that are either directly or indirectly observable for in accordance with ASC 718, “Stock Compensation.” the asset or liability, including quoted prices for similar Equity-settled stock-based payments are provided to assets or liabilities in active markets, quoted prices for directors, officers, employees, consultants and other identical or similar assets or liabilities in inactive markets, advisors. These stock-based payments are measured at inputs other than quoted prices that are observable for the fair value of the equity instrument at the grant date the asset or liability and inputs that are derived from in accordance with ASC 718. Fair value is determined observable market data by correlation or other means. using the Black Scholes valuation model. The Company has applied a graded (tranche-by-tranche) attribution method and records share-based compensation expense Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs). on an accelerated basis over the vesting period of the The level within which the financial asset or liability is share award. Forfeitures are accounted for in the period classified is determined based on the lowest level of incurred. significant input to the fair value measurement. On July 1, 2019, we early adopted Accounting Standards Measurement of Fair Value Update (“ASU”) 2018-07, “Compensation—Stock Compensation” and account for non-employee stock- based awards in accordance with the measurement and recognition criteria of ASC 718 and recognizes the The Company’s material financial instruments consist primarily of cash and cash equivalents, trade and other payables, and long-term debt as follows: fair value of such awards over the service period. The Long-term debt—As of June 30, 2021 and 2020, Company used the modified retrospective method of the Company had $2.3 million and $2.3 million, adoption. There was no cumulative effect of adoption on respectively, of principal debt outstanding associated July 1, 2019. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in with seller financed loans. The carrying value of the Company’s long-term debt approximates its estimated fair value as recently negotiated loans in 2021 have a stated interest rates of 10%, consistent with the stated interest rates of all other seller financed loans. 64 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 65 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesMarket for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Other financial instruments—The carrying amounts of cash and cash equivalents and trade and other solely on the technical merits of the associated tax position. Once the recognition threshold is met, we payables approximate fair value due to their short- recognize a tax benefit measured as the largest amount term nature. INCOME TAXES of the tax benefit that, in our judgment, is greater than 50% likely to be realized. Interest and penalties related to income tax liabilities are included in “Income tax The Company accounts for income taxes using the expense” in our consolidated statements of operations. asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In addition, deferred tax assets are also recorded with respect to net operating losses and other tax attribute carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in EQUITY INVESTMENTS IN UNCONSOLIDATED AFFILIATES We apply the equity method of accounting for investments when we have significant influence, but not controlling interest in the investee. Judgment regarding the level of influence over each equity method investment includes key factors such as ownership interest, representation on the board of directors, effect for the year in which those temporary differences participation in policy-making decisions and material are expected to be recovered or settled. Valuation allowances are established when realization of the intercompany transactions. The Company’s proportionate share of the net income (loss) resulting from these benefit of deferred tax assets is not deemed to be more investments is reported as “Loss from equity investments likely than not. The effect on deferred tax assets and in unconsolidated affiliates, net of tax” in our consolidated liabilities of a change in tax rates is recognized in income statements of operations. The carrying value of our equity in the period that includes the enactment date. The Company intends to continue maintaining a full valuation allowance on its deferred tax assets until there is sufficient evidence to support reversal of all or a portion of the allowances. In establishing the full valuation allowance position, we considered all available evidence, including all potential sources of taxable income, future reversals of taxable temporary differences, projections of taxable income, and income from tax planning strategies, as well as any other available and relevant information. Existing valuation allowances are re-examined each period. If it were determined that it is more likely than not that a deferred tax asset will be realized, the appropriate amount of the valuation allowance, if any, would be released in the period this determination is made. We only recognize a tax benefit after concluding that it is more likely than not that the benefit will be sustained method investments is reported as “Equity investments in unconsolidated affiliates” in our consolidated balance sheets. The Company’s equity method investments are reported at cost and adjusted each period for the Company’s share of the investee’s income (loss) and dividends paid, if any. The Company’s share of the investee’s income or loss is recorded on a one quarter lag for all equity method investments. The Company classifies distributions received from equity method investments using the cumulative earnings approach on the consolidated statements of cash flows. The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. If the decline in value is considered to be other than temporary, the investment is written down to its estimated fair value, which establishes a new cost basis in the investment. The Company did not record any such impairment charges for all periods presented. See Note 5 to the consolidated upon audit by the respective taxing authority based financial statements in this Form 10-K. LEASES Effective January 1, 2019, the Company began accounting for leases in accordance with ASC Topic 842, “Leases” (“ASC 842”), which requires lessees to recognize lease The Company evaluates ROU assets for impairment consistent under the impairment of long-lived assets policy. The Company had no finance leases as of June 30, 2021 liabilities and right-of-use assets (“ROU”) on the balance and 2020. sheet for contracts that provide lessees with the right to control the use of identified assets. As part of this adoption, the Company made certain accounting policy RECENTLY ISSUED AND ADOPTED ACCOUNTING PRONOUNCEMENTS elections which are detailed in the recently adopted The Company is an emerging growth company, as accounting pronouncements sub-section in Note 2 to the consolidated financial statements in this Form 10-K. The Company evaluates whether its contractual arrangements contain leases at the inception of such arrangements. Specifically, management considers whether the Company can control the underlying asset and has the right to obtain substantially all of the economic benefits or outputs from the asset. ROU lease assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments. Both the ROU lease asset and liability are recognized as of the lease commencement date based on the present value of the lease payments over the lease term. The Company’s leases do not provide an implicit borrowing rate that can defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public readily be determined. Therefore, the Company applies company effective dates. a discount rate based on the incremental borrowing rate, which is determined using the Company’s synthetic credit rating and other information available as of the lease commencement date. ROU lease assets also include any lease payments made before their contractual due dates and exclude any lease incentives. The JOBS Act does not preclude an emerging growth company from early adopting new or revised accounting standards. As described below, the Company has early adopted certain accounting pronouncements before the due date for emerging growth companies. The Company expects to use the extended transition period for any The Company’s lease agreements may include options to other new or revised accounting standards during the extend the lease term or to terminate the lease early. The period for which the Company remains an emerging Company includes options to extend or terminate leases growth company. upon determination of the ROU lease asset and liability when it is reasonably certain the Company will exercise Newly Adopted Accounting Pronouncements these options. Operating lease expense attributable to Effective July 1, 2019, we early adopted ASC 842. This lease payments is recognized on a straight-line basis update requires a lessee to recognize in the statement over the lease term and is included in “Exploration and of financial position a right-of-use asset representing evaluation expenses” in the consolidated statements of its right to use the underlying asset for the lease term operations. and a liability for future lease payments. Similar to past 66 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 67 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesMarket for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities distinction now primarily relates to differences in the manner of expense recognition over time. Additionally, lessors will be required to classify leases as sales-type, finance or operating, with classification affecting the pattern of income recognition. Classification for both lessees and lessors is now based on an assessment of whether a lease contract is economically similar to the purchase of a non-financial asset from the perspective of control. The update also requires quantitative and qualitative disclosures to enable users to understand the amount, timing, and judgments related to leases and the related cash flows. We applied the provisions of ASC 842 to our lease contracts as of July 1, 2019, using the modified retrospective method of adoption. As of July 1, 2019, we recorded, as a result of the adoption of this guidance, operating lease right-of-use assets of $391,549 and operating lease liabilities of $388,344. guidance, the update continues to differentiate between See Note 8 to the consolidated financial statements in after December 15, 2018. Early adoption of the standard is finance leases and operating leases; however, this this Form 10-K. permitted. The standard will be applied in a retrospective Recently Issued Accounting Pronouncements Not Yet Adopted Effective July 1, 2019, we early adopted FASB ASU 2017-11, “Earnings Per Share (Topic 260).” The amendments in the update change the classification of certain equity-linked financial instruments (or embedded features) with down approach for each period presented. We did not record In April 2021, the FASB issued ASU 2021-04, which an adjustment as of July 1, 2019, as our adoption of ASU included Topic 260, “Earnings Per Share” and Topic 718, 2016-13 did not have a material impact on the Company’s “Compensation—Stock Compensation.” This guidance consolidated financial statements. round features. The amendments also clarify existing Effective July 1, 2019, we early adopted ASU 2016-13, disclosure requirements for equity-classified instruments. “Leases”Financial Instruments—Credit Losses (Topic For free standing equity-classified financial instruments, 326): Measurement of Credit Losses on Financial the amendments require entities that present earnings Instruments.” The update amends the impairment model per share (“EPS”) in accordance with ASU 2017-11, to to utilize a current expected credit loss (“CECL”) model recognize the effect of the down round feature when it to estimate its lifetime expected credit loss and record is triggered. That effect is treated as a dividend and as a an allowance that, when deducted from the amortized clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity- classified written call options due to a lack of explicit guidance in the FASB Codification. The ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2021-04 on its consolidated financial statements. reduction of income available to common shareholders cost basis of the financial asset, presents the net amount in basic EPS. Convertible instruments with embedded expected to be collected on the financial asset. The CECL conversion options that have down round features would model is expected to result in more timely recognition of Any other recently issued accounting pronouncements were neither relevant, nor expected to have a material impact on the Company’s consolidated financial be subject to the specialized guidance for contingent credit losses. ASU 2016-13 also requires new disclosures statements. beneficial conversion features (in Subtopic ASU 470- for financial assets measured at amortized cost, loans 20, “Debt—Debt with Conversion and Other Options),” and available-for-sale debt securities. This guidance is 3. EXPLORATION AND EVALUATION ASSETS We have applied the following practical expedients and including related EPS guidance (in Topic 260). For effective for fiscal years beginning after December 15, policy elections under ASC 842: public business entities, the amendments in Part I of this 2022, including interim periods within those fiscal years, we elected to utilize the package of transition practical expedients, which permitted us: (i) to not reassess whether any expired or existing contracts within those fiscal years, beginning after December standard’s provisions as a cumulative-effect adjustment option agreements or land acquisition agreements with 15, 2018. The adoption of ASU 2017-11 did not have a to retained earnings as of the beginning of the first landowners in North Carolina, United States, which material impact on the Company’s consolidated financial reporting period in which the guidance is adopted. We upon exercise, allow the Company to purchase, or in update are effective for fiscal years, and interim periods for smaller reporting companies. Entities will apply the The Company owns or has entered into exclusive are or contain a lease, (ii) to not reassess our historical statements. lease classifications for existing leases, and (iii) to not Effective July 1, 2019, we early adopted ASU 2018-07, “Compensation—Stock Compensation (Topic 718).” This did not record an adjustment as of July 1, 2019, as our some cases lease, surface properties and the associated adoption of ASU 2016-13 did not have a material impact mineral rights from private landowners. For those on the Company’s consolidated financial statements. properties under option, no liability is recorded until the Company is certain of exercising the option. reassess initial direct costs for existing leases; for contracts in which we are a lessee, we have elected for each of our asset classes to account for each lease component and its associated non-lease components as a single lease component; a practical expedient to use hindsight in assessing the lease term and impairment; and we elected to utilize the short-term lease exemption for lease contracts with a term of 12 months or less; furthermore, these contracts are excluded from the measurement of our right-of-use assets and lease liabilities and are recognized in earnings on a straight- line basis over their lease term. update is intended to reduce cost and complexity and Effective July 1, 2020, we early adopted ASU 2019-12, to improve financial reporting for stock-based payments “Income Taxes (Topic 740): Simplifying the Accounting During the years ended June 30, 2021 and 2020, the issued to non-employees, such as service providers, for Income Taxes,” which simplifies the accounting for Company made land acquisition payments and land consultants, external legal counsel, and suppliers. The income taxes by removing certain exceptions to the option payments to landowners. These payments, ASU expands the scope of Topic 718, “Compensation— general principles in ASC Topic 740. The amendments including legal fees and other direct costs to enter Stock Compensation,” which currently only includes also improve consistent application of and simplify into these contract agreements, have been capitalized stock-based payments issued to employees, to also GAAP for other areas of ASC Topic 740 by clarifying and as acquisition costs and recorded in exploration and include stock-based payments issued to non-employees amending existing guidance. This guidance is effective evaluation assets in the consolidated balance sheets. for goods and services. Consequently, the accounting for fiscal years, and interim periods within those fiscal for stock-based payments to non-employees and years, beginning after December 15, 2020. The adoption employees will be substantially aligned. This standard of ASU 2019-12 did not have a material impact on the will be effective for financial statements issued by public Company’s consolidated financial statements. companies for the annual and interim periods beginning 68 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 69 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesMarket for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Capitalized acquisition cost activity for exploration and enter into a supply agreement with Sayona Quebec The following summarizes our share of loss from equity evaluation assets is presented in the following table: Inc, (“Sayona Quebec”) to purchase the greater investments in unconsolidated affiliates, net of tax, as 7. LONG-TERM DEBT of 60,000 metric tons per year or 50% of Sayona reflected in the consolidated statements of operations: 2021 June 30, 2020 Beginning balance $ 7,720,957 $ 2,265,121 Land acquisitions through cash payments 17,898,705 2,747,784 Quebec’s spodumene concentrate production at market prices on a life-of-mine basis; or, if Sayona Quebec successfully acquired NAL, a right to purchase the greater of 113,000 metric tons per year or 50% of Sayona Quebec’s spodumene concentrate Land acquisitions through seller financed loans Ending balance 978,141 2,708,052 production at market prices on a life-of-mine basis $ 26,597,803 $ 7,720,957 from the combined assets of the Authier Project and 4. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following: Land Office Equipment 2021 June 30, 2020 $ 688,829 $ 688,829 72,104 52,068 Property, plant, and equipment, gross 760,932 740,897 NAL. The Company was granted one seat on the board of directors of Sayona, which the Company has not exercised as of June 30, 2021. The Company had an equity interest of approximately 19% in Sayona as of June 30, 2021. Management determined that the factors listed above, provide the Company with significant influence over Sayona over its operating and financial interests, but not Accumulated depreciation and amortization (35,069) (23,480) a controlling financial interest, as defined in ASC Topic Property, plant, and equipment, net $ 725,863 $ 717,417 323, “Investments—Equity Method and Joint Ventures.” Depreciation expense for the years ended June 30, 2021 interest under the equity method in accordance with Accordingly, management recorded this investment and 2020, was $11,589 and $13,249, respectively, and is ASC 323. included in “General and administrative expenses” in the In June 2021, the Company acquired a 25% equity interest in Sayona Quebec for $5.0 million. Management determined that Sayona Quebec met the criteria under ASC Topic 323 to be considered an equity method investment. The following summarizes the carrying amount of our equity method investments: consolidated statements of operations. 5. EQUITY INVESTMENTS IN UNCONSOLIDATED AFFILIATES During the second half of 2021, the Company entered into agreements with Sayona Mining Limited (“Sayona”), a pre-revenue emerging lithium mining company, to acquire 442,441,606 ordinary shares in Sayona for $4.9 million; acquire an 8% convertible note in Sayona for $6.2 million, which was subsequently converted into equity resulting in the Company acquiring 557,941,415 ordinary shares of Sayona; and Entities Sayona Mining Limited Sayona Quebec Inc. Total June 30, 2021 $ $ 64,626 — 64,626 The summarized financial information presented below reflects the aggregated financial information of the Company’s equity method investees as of and for the period ended March 31, 2021. The amounts recorded are consistent with the Company’s recognition of the results of its equity investments in unconsolidated affiliates on a one quarter lag. The summarized financial information is presented only for the periods when the Company owned its investment. From inception through March 31, Other income Net loss from operations Other comprehensive loss Comprehensive loss As of March 31, Current assets Non-current assets Current liabilities Non-current liabilities 2021 $ 74,379 (324,754 (157,224 (481,979 9,710,517 17,718,789 4,746,137 24,285 6. TRADE AND OTHER PAYABLES The Company has entered into long-term debt agreements to purchase surface properties and the associated mineral rights from private landowners that form part of exploration and evaluation assets. These purchases were fully or partly financed by the seller of each of the surface properties. The long-term debt is repayable in monthly installments ranging from approximately $2,000 to $20,000 per month on terms ranging from 2 to 5 years. Payments include an implied or stated interest rate of 10% and are secured by the respective surface property. The Company paid $271,264 and $107,569 as interest on these loans for the year ended June 30, 2021 and 2020, respectively. The outstanding balances of these long-term liabilities totaled approximately $2.3 million as of June 30, 2021. Scheduled payments for the principal portion of the Company’s outstanding long-term debt are as follows: 2022 2023 2024 2025 Total 8. LEASES June 30, 2021 $ 1,085,142 641,955 544,514 39,935 $ 2,311,546 The Company has entered into operating leases for its offices. The Company did not enter into or have finance leases during the years ended June 30, 2021 or 2020. The leases do not include options to renew or extend Trade and other payables consisted of the following: the lease term after expiration, and this fact has been Entities Sayona Mining Limited(1) Sayona Quebec Inc. Total June 30, 2021 $ $ 11,194,905 5,067,593 16,262,498 June 30, 2021 2020 Trade accounts payable $ 2,561,834 $ 791,264 Accrued expenses 2,397,197 441,264 Total $ 4,959,031 $ 1,232,528 (1) The carrying amount of the equity method investment for Sayona Mining Limited includes a loss of $64,626 from equity investments in unconsolidated affiliates, net of tax. considered in the measurement of our lease liabilities. The Company also has a sublease arrangement for one of its leased offices. 70 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 71 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesMarket for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Lease presentation in the Company’s consolidated balance sheets, components of lease costs and other 9. LOSS PER SHARE lease information are presented in the following table: Basic and diluted loss per share are as follows: As of and for the Years Ended June 30, 2021 2020 Net loss Assets Right-of-use assets - operating lease $ 139,797 $ 268,610 Liabilities Current Non-current Operating lease liabilities Statements of Operations Operating lease cost Short-term lease cost Sublease income(1) Other Information 140,435 — 140,435 165,456 78,583 120,752 135,947 133,663 269,610 156,456 32,673 29,906 Right-of-use assets obtained in exchange for new operating lease liabilities 14,921 391,549 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 165,817 152,251 Years Ended June 30, 2021 2020 $ (19,993,848) $ (5,879,152) 13,551,150 8,283,567 Weighted average shares: Weighted average common shares outstanding, basic(1) Diluted effect of incremental shares related to incentive options and performance rights — — Weighted average number of common shares used in calculating basic and dilutive earnings per share(2) Basic and diluted loss per weighted 13,551,150 8,283,567 average share $ (1.48) $ (0.71) (1) As of June 30, 2021, 392,504 incentive options, 60,000 performance rights and 36,745 restricted stock units, collectively, represented 489,249 potential common shares and were considered anti-dilutive as they would decrease the loss per share. As of June 30, 2020, 536,250 incentive options and 50,000 performance rights, which together represent 586,250 potential common shares, were considered anti- dilutive as they would decrease the loss per share. (2) The weighted average number of common shares used in calculating basic and dilutive earnings per share has been adjusted to reflect the impact of the exchange ratio caused by the Redomiciliation. Weighted-average remaining lease term (in months) Weighted-average discount rate 11.05 10.00 22.96 10.00 10. EQUITY (1) In March 2020, the Company entered into an agreement to sublease one of its offices in the United States. The sublease is classified as an operating lease. The Company has assessed that as a result of entering into the sublease, the Company continues to retain significant risks and rewards associated with the use of the office space and as such continues to recognize the right-of-use asset and lease liability recorded in relation to this lease. Maturities of lease payments under non-cancellable leases are as follows: Pursuant to the Redomiciliation and in connection with the Redomiciliation, holders of Piedmont Australia ordinary shares received one (1) CDI in the Company for each ordinary share held in Piedmont Australia with each CDI representing 1/100th of a share of common stock in the Company (subject to adjustment as applicable due to the rounding up of fractional shares); and holders of ADS June 30, 2021 in Piedmont Australia received one (1) share of common 2022 $ 147,506 stock in the Company for each ADS held in Piedmont Total future minimum lease payments Interest included within lease payments 147,506 (7,071) Total operating lease liabilities $ 140,435 Australia with each ADS representing 100 Piedmont Australia ordinary shares. On the effective date of the Redomiciliation, the number of ordinary outstanding shares was reduced from 1,574,597,320 to 15,764,533 shares of common stock. All share and per share amounts in these consolidated financial statements and related notes for periods prior to the Redomiciliation have been retroactively adjusted to reflect the effect of the exchange ratio. Redomiciliation, outstanding PLL share-based awards The Company is authorized to issue up to 100,000,000 were converted to share-based awards of the Company. shares of common stock, par value $0.0001 per share, Stock-based compensation expense is reported within and 10,000,000 shares of preferred stock, par value “Exploration and evaluation expenses” and “General and $0.0001 per share. The Company has no outstanding administrative expenses” in the consolidated statements shares of preferred stock. of operations in accordance with the Company’s policy. The following is a summary of our capital stock activity: Balance at June 30, 2019 Weighted- Average Issue Price Number of Shares 6,707,363 Australia share placement (July 2019)(1) 1,450,000 AUD 14.50(2) U.S. public offering (June 2020)(1) 2,065,000 $6.30 Exercise of incentive options Conversion of performance rights Balance at June 30, 2020 109,399 25,000 10,356,762 — — The Company includes the expense related to stock- based payment arrangements in the same financial statement line item as cash compensation paid to the same employees Stock-based compensation expense related to all stock- based incentive plans is included in our consolidated statements of operations as follows: Years Ended June 30, 2021 2020 Australia share placement (August 2020)(1) 1,200,000 AUD 9.00(2) Exploration and evaluation expenses $ 495,031 $ 171,151 U.S. public offering (October 2020)(1) 2,300,000 $25.00 General and administrative expenses 824,341 299,788 U.S. public offering (March 2021)(1) 1,750,000 $70.00 Exercise of incentive options (cashless)(3) 130,271 Exercise of incentive options(4) Conversion of performance rights 22,500 5,000 — — — Balance at June 30, 2021 15,764,533 Total stock-based compensation expense(1) $ 1,319,372 $ 470,938 (1) For the years ended June 30, 2021 and 2020, the Company did not reflect a tax benefit in the consolidated statements of operations associated with stock-based compensation expense because the Company had a full tax valuation allowance during these periods. As such, the table above does not reflect the tax impacts of stock-based compensation expense. (1) Share issuance costs associated with Australia share placements and US public offerings totaled $12,819,429 and $2,326,270, during the years ended June 30, 2021 and 2020, respectively, and were accounted for as a reduction in the proceeds from share issuances in the consolidated balance sheets. (2) The weighted average issue price in Australian dollars (AUD) were on share issuances that were initiated in Australia and translated into U.S. dollars at historical rates. (3) 130,271 stock options were exercised through cashless exercises during the year ended June 30, 2021. (4) 22,500 stock options consisting of 5,000, 2,500, 15,000 incentive options with weighted average issue prices of AUD 35.00, AUD 16.00 and $12.38, respectively, were exercised during the year ended June 30, 2021. 11. EQUITY-BASED COMPENSATION Prior to the Redomiciliation, Piedmont Australia granted share-based awards to its employees, officers, non- employee directors, and other service providers as part of remuneration and incentive arrangements. The principal awards issued under PLL’s stock-based compensation plans included incentive stock options and performance rights. All awards granted under the plans consisted of Piedmont Australia ordinary shares. Effective with the STOCK INCENTIVE PLANS On March 31, 2021, the Company’s Board of Directors adopted, in connection with the planned Redomiciliation, the Piedmont Lithium Inc. Stock Incentive Plan (“Incentive Plan”). A total of 3,000,000 shares of common stock are reserved for issuance under the Incentive Plan, subject to customary adjustments arising from stock splits and other similar changes that affect the number or kind of common stock outstanding. The Incentive Plan authorized the grant of stock options, stock appreciation rights, restricted stock units and restricted stock, any of which may be performance- based. The Company’s Compensation Committee determines the exercise price for stock options and the base price of stock appreciation rights, which may not be less than the fair market value of the Company’s common stock on the date of grant. Generally, stock options 72 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 73 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesMarket for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities or stock appreciation rights vest after three years of service and expire at the end of ten years. Performance share awards vest if the Company achieves certain pre-established performance targets that are based on Assumed volatility Expected dividend rate 50.0% 0.0% 70.0% 0.0% A summary of the Company’s restricted stock unit activity for the year ended June 30, 2021 is presented in 12. EMPLOYEE BENEFIT PLAN Restricted Stock Unit Awards the following table: specified performance criteria over a performance period Restricted stock units were granted to employees and of not less than three years. non-employee directors on May 19, 2021 based on the Unvested at June 30, 2020 Incentive Option Awards market price of the Company’s common stock on the grant date and recognized in compensation expense over A summary of the Company’s stock option activity for the the vesting period, subject to the passage of time and the years ended June 30, 2021 and 2020 is presented in the employee’s continued employment during such period. In some instances, such as death, awards may vest concurrently with or following an employee’s termination. following table: The per-share weighted average grant date fair value of stock options granted during the years ended June 30, 2021, and 2020 was $15.26 and $1.20, respectively. The Company has unvested remaining stock compensation expense of $2,895,186 to be recognized through the fourth quarter of 2024. The intrinsic value of stock options exercised was $185,700 and $0 during the years ended June 30, 2021 and 2020, respectively. Outstanding at June 30, 2019 Granted Exercised or Settled Expired Outstanding at June 30, 2020 Granted Exercised or Settled Expired Outstanding at June 30, 2021 Vested at June 30, 2021 Shares 846,500 259,500 (315,000) (254,750) 536,250 135,004 (15,000) (263,750) 392,504 261,500 Weighted-Average Exercise Price (per share) Weighted-Average Remaining Contractual Term (in years) $ 13.77 16.15 7.71 17.13 16.88 35.14 12.38 15.97 21.16 14.08 1.1 — — — 1.6 — — — 4.1 1.4 Aggregate Intrinsic Value $ 64.39 62.01 70.45 61.03 61.28 43.02 65.78 62.19 57.00 64.08 The following assumptions were used to estimate the fair value of options granted during the years ended June 30, 2021 and 2020: Assumptions: Years Ended June 30, 2021 2020 Expected life of options (in years) 5.3 - 6.3 2.7 - 2.8 Risk-free interest rate 0.9% - 1.2% 0.3% - 0.5% Weighted- Average Grant- Date Fair Value $ — 64.08 — — Shares — 36,745 — — Employees of the Company may participate in the Piedmont Lithium 401(k) Plan (the “401(k) Plan”), a defined contribution plan which qualifies under Section 401(k) of the Internal Revenue Code. The 401(k) Plan was effective June 24, 2018. Participating employees may contribute up to 100% of their pre-tax earnings, up to the statutory limit. The Company incurred matching Granted Vested Forfeited Unvested at June 30, 2021 36,745 $ 64.08 contribution expense of $146,721 and $28,731 for the years ended June 30, 2021 and 2020, respectively. Performance Rights Awards The fair value of performance rights granted is estimated 13. INCOME TAXES at the date of grant based on the underlying share price (being the seven-day volume weighted average share price prior to issuance). Performance rights are subject to milestones and the performance conditions must be satisfied in order for the performance rights to vest. Upon vesting of performance rights, common stock is automatically issued for no consideration. Each performance right automatically converts into one share of common stock upon vesting of the performance rights. The performance right will expire if a performance condition of a performance right is not achieved by the expiry date. The performance rights outstanding as of June 30, 2021 had the following performance conditions and expiry dates: 30,000 Performance Rights subject to the “Integrated Feasibility Study Milestone,” expiring December 31, 2021; and 30,000 Performance Rights subject to the “Construction Milestone,” expiring December 31, 2022. A summary of the Company’s performance stock unit activity for the year ended June 30, 2021 is presented in the following table (underlying shares in thousands): Unvested at June 30, 2020 Granted Vested Forfeited Shares 50,000 10,000 — — Unvested at June 30, 2021 60,000 $ 5.42 Loss before income taxes and equity in net loss of unconsolidated investments, and current and deferred income tax expense (benefit) are composed of the following: Years Ended June 30, 2021 2020 Loss before income taxes and equity in net loss of unconsolidated investments: Domestic Foreign Total $ (17,601,419) $ (5,424,724) (2,392,429) (454,427 $ (19,993,848) $ (5,879,151) The reconciliation of the U.S. federal statutory tax rate to the Company’s effective income tax rate is as follows: Years Ended June 30, 2021 2020 Pre-tax loss before equity in net income (loss) of unconsolidated affiliates $ (19,993,848) $ (5,879,151) Benefit at statutory rate (21%) (4,198,708) (1,234,622) Foreign rate differential Non-deductible transaction costs (22,160) 299,965 (13,801) — 141,223 63,229) (985,983) (338,078) Weighted-Average Grant-Date Fair Value Permanent items State taxes Change in valuation allowance 4,765,663 1,523,272 Income tax expense/(benefit) $ — $ — $ 5.20 6.50 — — 74 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 75 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesMarket for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Deferred income tax assets and liabilities recorded in not anticipate any significant changes to unrecognized the consolidated balance sheets as of June 30, 2021 and tax benefits over the next 12 months. LEGAL PROCEEDINGS The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and in various international jurisdictions. The Company’s tax filings remain subject to audits by applicable tax authorities for a certain length of time following the tax year to which those filings relate. Tax years 2018 and forward generally The Company is involved from time to time in various claims, proceedings, and litigation. The Company establishes reserves for specific legal proceedings when it determines that the likelihood of an unfavorable outcome is probable, and the amount of loss can be reasonably estimated. remain open for examination for federal and state tax In July 2021, a lawsuit was filed against us in the United purposes. Tax years 2017 and forward generally remain States District Court for the Eastern District of New ($19.5 million) to Sayona Quebec, representing its 25% equity interest contribution, and Sayona paid CAD 73.4 million ($58.3 million), representing Sayona’s 75% equity interest contribution, which collectively gave Sayona Quebec the ability to fund the purchase of North American Lithium Inc.’s assets. On August 20, 2021, the Company invested AUD 9.8 million ($7.0 million) in equity offerings by Sayona. The Company’s equity interest in Sayona, including the additional shares acquired, was approximately 19% on August 20, 2021. 2020 consisted of the following: Years Ended June 30, 2021 2020 Deferred tax assets Accrued expenditures $ 285,808 $ 72,006 Exploration and evaluation expenditures 6,305,141 3,811,288 Share based compensation 730,339 441,169 Tax carryforwards 6,039,013 4,266,906 Other deferred tax assets 39,476 76,581 Gross deferred tax assets 13,399,777 8,667,950 Valuation allowance (13,354,675) (8,589,012) Deferred tax assets 45,102 78,938 Deferred tax liabilities Other deferred tax liabilities Deferred tax liabilities (45,102) (45,102) (78,938) (78,938) Net deferred tax asset (liability) $ — $ — Changes in the balance of our deferred tax asset valuation allowance were as follows: 2021 June 30, 2020 Beginning balance $ 8,589,012 $ 7,065,740 Additions Deductions 4,765,663 1,523,272 — — Ending balance $ 13,354,675 $ 8,589,012 Total net operating losses available as of June 30, 2021 and 2020 were as follows: June 30, 2021 2020 Begin to expire U.S. - Federal $ 2,933,123 $ 1,504,314 2037 — Indefinite U.S. - State 468,309 196,094 2032 Australia - Federal 2,458,482 2,377,520 Indefinite Australia - Capital 214,872 214,872 Indefinite Total $ 6,074,775 $ 4,292,799 open for examination for foreign tax purposes. 14. SEGMENT REPORTING The Company applies ASC Topic 280, “Segment Reporting,” in determining reportable segments for its financial statement disclosure. The Company has a single reportable operating segment which operates as a single business platform. In reaching this conclusion, management considered the definition of the Chief Operating Decision Maker (“CODM”), how the business is defined by the CODM, the nature of the information provided to the CODM and how that information is used to make operating decisions, and how resources and performance are accessed. The Company’s CODM is the Chief Executive Officer. The results of the operations provided to and analyzed by the CODM are at the consolidated level and accordingly, key resource decisions and assessment of performance are performed at the consolidated level. The Company has a single, common management team. The Company’s cash flows are reported and reviewed at the consolidated level only with no distinct cash flows at an individual business level. 15. COMMITMENTS AND CONTINGENCIES REAL ESTATE OFFICE LEASES As of June 30, 2021 and 2020, the Company did not have any unrecognized tax benefits. Interest and penalties related to income tax matters are classified as a component of income tax expense. The Company does The Company is obligated under various non-cancellable lease agreements providing for office space that expire at various dates through 2022. See Note 8 to the consolidated financial statements in this Form 10-K. York on behalf of a class of putative plaintiffs claiming violations of the Exchange Act. The complaint alleged, among other things, that we made false and/or On July 1, 2021, the Company entered into a definitive misleading statements and/or failed to make disclosure agreement to establish a strategic partnership with relating to proper and necessary permits. We intend to IronRidge Resources (“IRR”) through the future purchase vigorously defend against these claims as we believe of an equity interest in IRR, planned staged project there are strong defenses against the claims, although investments to acquire a 50% equity interest in IRR’s there can be no assurance as to the outcome. Management has not identified any other legal matters where it believes an unfavorable outcome is reasonably possible and/or for which an estimate of possible losses can be made. Management does not believe that the Ghana-based lithium portfolio (“IRR Ghana”), and a long- term supply agreement for 50% of IRR Ghana’s planned spodumene concentrate production. On August 31, 2021, the Company paid $15.9 million to acquire an equity interest of approximately 10% in IRR. resolution of these matters would have a material impact *** on the consolidated financial statements. 16. RELATED PARTIES Ledger Holdings Pty Ltd, a company associated with a non-executive director of the Company, was paid $91,667 and $90,734 in the years ended June 30, 2021 and 2020, respectively, for services related to business development activities. These fees and associated payments were included in the non-executive director’s remuneration. 17. SUBSEQUENT EVENTS On August 30, 2021, Sayona Quebec acquired substantially all of the assets of North American Lithium Inc. for CAD 97.9 million ($77.8 million). The assets acquired primarily consisted of an existing mine and related mining assets in the Abitibi region near Val d’Or, Quebec, Canada. The Company paid CAD 24.5 million ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None. ITEM 9A. CONTROLS AND PROCEDURES. DISCLOSURE CONTROLS AND PROCEDURES Our management, with the participation of our Chief Executive Officer (our Principal Executive Officer) and Chief Financial Officer (our Principal Financial Officer and Principal Accounting Officer), evaluated the effectiveness of our disclosure controls and procedures as of June 30, 76 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 77 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesMarket for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 2021. “Disclosure controls and procedures,” as defined financial statements. in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the company’s management, including its principal executive officer and Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. principal financial officer, as appropriate to allow timely Our Chief Executive Officer and Chief Financial Officer decisions regarding required disclosure. Based on the assessed the effectiveness of our internal control evaluation of our disclosure controls and procedures, our over financial reporting as of the end of the period Chief Executive Officer and Chief Financial Officer have covered by this annual report on Form 10-K based on concluded that our disclosure controls and procedures the criteria established in Internal Control—Integrated were effective as of June 30, 2021. Any controls and Framework (2013) issued by the Committee of procedures, no matter how well designed and operated, Sponsoring Organizations of the Treadway Commission. can provide only reasonable assurance of achieving the Management’s assessment included an evaluation desired control objectives. MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over of the design of our internal control over financial reporting and testing of the operational effectiveness of our internal control over financial reporting. Based on that assessment, our Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2021, our internal control over financial reporting was effective. ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM financial reporting is a process designed to provide This annual report on Form 10-K does not include an reasonable assurance regarding the reliability of financial attestation report of our Company’s registered public reporting and the preparation of financial statements in accounting firm, because we qualify as an emerging ITEM 9B. OTHER INFORMATION APPOINTMENT OF PRESIDENT AND CHIEF EXECUTIVE OFFICER Effective September 22, 2021, we entered into an executive employment agreement (“Phillips Agreement”) with Keith Phillips, pursuant to which Mr. Phillips was appointed as President and Chief Executive Officer of the APPOINTMENT OF EXECUTIVE VICE PRESIDENT AND CHIEF DEVELOPMENT OFFICER Effective September 22, 2021, we entered into an executive employment agreement (the “Brindle Agreement”) with Patrick Brindle, pursuant to which Mr. Brindle was appointed as Executive Vice President and Chief Development Officer of the Company. Company. Prior to the execution of the Phillips Agreement, Mr. Phillips was party to an employment agreement (“Prior Phillips Agreement”) with Piedmont Lithium Carolinas, Inc. (“Piedmont Carolinas”) and Piedmont Australia, pursuant to which Mr. Phillips served as President and Chief Executive Officer. The Phillips Agreement was entered into in connection with the Redomiciliation to supersede the Prior Phillips Agreement. Under the terms of the Phillips Agreement, Mr. Phillips will receive an annual base salary of $500,000. The Phillips Agreement also provides that Mr. Phillips will be eligible beginning in calendar year 2021 for a discretionary annual performance bonus with a target bonus amount equal to 75% of base salary, with the ability to earn a maximum amount of up to 200% of the target bonus amount based upon performance criteria determined by the Board or the Compensation Committee of the Board. Prior to the execution of the Brindle Agreement, Mr. Brindle was party to an employment agreement (“Prior Brindle Agreement”) with Piedmont Carolinas and Piedmont Australia, pursuant to which Mr. Brindle served as Executive Vice President and Chief Development Officer of Piedmont Carolinas. The Brindle Agreement was entered into in connection with the Redomiciliation to supersede the Prior Brindle Agreement. Under the terms of the Brindle Agreement, Mr. Brindle will receive an annual base salary of $350,000. The Brindle Agreement also provides that Mr. Brindle will be eligible beginning in calendar year 2021 for a discretionary annual performance bonus with a target bonus amount equal to 50% of base salary, with the ability to earn a maximum amount of up to 200% of the target bonus amount based upon performance criteria determined by the Board or the Compensation Committee of the Board. accordance with GAAP. Internal control over financial growth company under Section 3(a) of the Exchange Act Upon his termination of employment, Mr. Phillips will reporting includes those policies and procedures that: (1) and we are exempted from such attestation requirement. receive any accrued but unpaid base salary and other Upon his termination of employment, Mr. Brindle will receive any accrued but unpaid base salary and other pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING accrued and unpaid compensation, including any accrued accrued and unpaid compensation, including any accrued but unpaid vacation. If the termination is due to a Covered but unpaid vacation. If the termination is due to a Covered Termination (as defined in the Phillips Agreement), under Termination (as defined in the Brindle Agreement), under assurance that transactions are recorded as necessary to During the fiscal quarter ended June 30, 2021, there were certain circumstances, Mr. Phillips will be entitled to permit preparation of financial statements in accordance no changes in our internal control over financial reporting receive certain additional severance benefits. certain circumstances, Mr. Brindle will be entitled to receive certain additional severance benefits. with GAAP, and that our receipts and expenditures are that have materially affected, or are reasonably likely being made only in accordance with authorizations to materially affect, our internal control over financial of our management and directors; and (3) provide reporting. reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the The foregoing description of the Phillips Agreement The foregoing description of the Brindle Agreement does not purport to be complete and is subject to, and does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Phillips qualified in its entirety by, the full text of the Brindle Agreement, a copy of which is attached hereto as Exhibit Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference. 10.5 and incorporated herein by reference. 78 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 79 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesMarket for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities APPOINTMENT OF EXECUTIVE VICE PRESIDENT AND CHIEF LEGAL OFFICER AND SECRETARY Effective September 22, 2021, we entered into an executive employment agreement (the “Czachor Agreement”) with Bruce Czachor, pursuant to which Mr. Czachor was appointed as Executive Vice President and Chief Legal Officer of the Company. Prior to the execution of the Czachor Agreement, Mr. Czachor was party to an employment agreement (“Prior Czachor Agreement”) with Piedmont Carolinas and Piedmont Australia, pursuant to which Mr. Czachor served as Vice President, General Counsel and Secretary. The Czachor Agreement was entered into in connection with the Redomiciliation to supersede the Prior Czachor Agreement. Under the terms of the Czachor Agreement, Mr. Czachor will receive an annual base salary of $350,000. The Czachor Agreement also provides that Mr. Czachor will be eligible beginning in calendar year 2021 for a discretionary annual performance bonus with a target bonus amount equal to 50% of base salary, with the ability to earn a maximum amount of up to 200% of the target bonus amount based upon performance criteria determined by the Board or the Compensation Committee of the Board. Upon his termination of employment, Mr. Czachor will receive any accrued but unpaid base salary and other accrued and unpaid compensation, including any accrued but unpaid vacation. If the termination is due to a Covered Termination (as defined in the Czachor Agreement), under certain circumstances, Mr. Czachor will be entitled to receive certain additional severance benefits. ITEM 10 Directors, Executive Officers and Corporate Governance See the section “Directors and Senior Management” in Item 11, which information is incorporated by reference herein, for a list of our directors and senior management. FAMILY RELATIONSHIPS There are no family relationships between any members the Chair of the Board should be an independent director who satisfies the criteria for independence recommended by the ASX Corporate Governance Principles and Recommendations; and the Board should collectively have the appropriate level of personal qualities, skills, experience and time commitment to properly fulfill its responsibilities or have ready access to such skills where they are not available. The Board has determined that five of our six directors (Mr. Jeffrey Armstrong, Mr. Jorge Beristain, Mr. Claude Demby, Mr. Todd Hannigan and Ms. Susan Jones) qualify as independent directors within the meaning of the Nasdaq listing standards. of our executive management and our directors. SERVICE CONTRACTS ARRANGEMENTS FOR ELECTION OF DIRECTORS AND MEMBERS OF MANAGEMENT There are no contracts or other arrangements pursuant to which directors have been or must be selected. BOARD PRACTICES The Board currently consists of six members. In addition, under our Certificate of Incorporation, one-third of the Board retires by rotation at each annual general meeting and is eligible to offer themselves for re-election at that meeting. A director appointed or elected to fill a vacancy on the Board also holds office until the next annual general meeting. Other than as disclosed under “Item 11. Executive Compensation—Employment Agreements,” we do not have any service contracts with directors which provide for benefits upon termination of employment. BOARD COMMITTEES Audit Committee The Board has established an Audit Committee. Assignments to, and chairs of, the Audit committee will be selected by the Board. The Audit Committee operates under a charter approved by the Board and reports on its activities to the Board. The charter is available on our website at piedmontlithium.com. The Audit Committee monitors the integrity of our consolidated financial statements, the independence and qualifications We believe that each of our directors has relevant of our independent auditors, the performance of industry experience. The membership of the Board is our accounting staff and independent auditors, our directed by the following requirements: compliance with legal and regulatory requirements our Certificate of Incorporation specifies that the and the effectiveness of our internal controls. The Audit Committee is also responsible for selecting, retaining number of directors shall be determined from time to (subject to stockholder approval), evaluating, setting the time by the Board, which currently has set the number compensation of and, if appropriate, recommending of directors at six; the termination of our independent auditors. The Audit a majority of the Board must be independent within the Committee is established in accordance with Section meaning of the Nasdaq listing standards and each of our 10A(m) of the Exchange Act. committees is to be comprised of independent directors; 80 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 81 Directors, Executive Officers and Corporate GovernanceDirectors, Executive Officers and Corporate Governance The Audit Committee currently consists of Mr. Jorge review and approve the design of other benefit plans Compensation Committee’s charter and recommend candidates recommended for the Nominating and Beristain, Mr. Claude Demby and Mr. Todd Hannigan, pertaining to executive officers; changes to the Board as appropriate. Corporate Governance Committee’s consideration by with Mr. Beristain serving as chair. Each of Mr. Beristain, approve, amend or modify the terms of other Mr. Demby and Mr. Hannigan is independent under the compensation and benefit plans as appropriate; Nasdaq listing standards for audit committee members review and recommend to the Board employment and the heightened independence requirement for audit and severance arrangements for executive officers, committee members required by Rule 10A-3 under the including employment agreements and change-in- Exchange Act. Mr. Beristain is also an audit committee control provisions, plans or agreements; financial expert. The Audit Committee is governed by a written charter approved by the Board. The charter is available on our website at www.piedmontlithium.com. Compensation Committee The purpose of the Compensation Committee is to assist the Board in discharging its responsibilities relating to compensation of the Company’s executive officers and directors. Among its specific duties and responsibilities, the Compensation Committee will: oversee the Company’s overall compensation philosophy, policies and programs, and assess whether the Company’s compensation philosophy establishes appropriate incentives for management and employees; review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluate the Chief Executive Officer’s performance in light of those goals and objectives, approve the grant of equity awards to the Chief Executive Officer, and recommend to the Board the Chief Executive Officer’s compensation level based on this evaluation; oversee the evaluation of other executive officers and approve the grant of equity awards to other executive officers, and set the compensation of other executive officers based upon the recommendation of the Chief Executive Officer; administer and make recommendations to the Board with respect to the Company’s incentive compensation and equity-based compensation plans that are subject to the Board’s approval; review and discuss with management the Company’s Compensation Discussion and Analysis (“CD&A”) and related disclosures to the extent that the rules and regulations of the SEC require they be included in the Company’s annual report and proxy statement, recommend to the Board, based on its review and discussions, whether the CD&A should be included in the annual report and proxy statement, and oversee preparation of the Committee report to the extent required by the rules and regulations of the SEC for inclusion in the Company’s annual report and proxy statement; periodically review the form and amount of compensation paid to directors for their service on the Board and its committees and recommend changes in compensation to the Board as appropriate; oversee succession planning for positions held by executive officers, and review succession planning and management development at least annually with the Board, including recommendations and evaluations of potential successors to fill such positions; oversee the assessment of the risks related to the Company’s compensation policies and programs applicable to officers and employees, and review the results of this assessment; at least annually, assess whether the work of compensation consultants involved in determining or recommending executive or director compensation has raised any conflict of interest that is required to be disclosed in the Company’s annual report and proxy statement; and annually evaluate the performance of the Compensation Committee and the adequacy of the The Compensation Committee met three times during fiscal year 2021. The members of the Compensation recommend to the Board the Company’s director candidates for election or reelection to the Board at Committee are Mr. Jeffrey Armstrong, Mr. Todd Hannigan each annual meeting of stockholders; the Company’s stockholders; and Ms. Susan Jones, with Mr. Armstrong serving as Chair. The Compensation Committee is governed by a written charter approved by the Board. The charter is available on our website at piedmontlithium.com Nominating and Corporate Governance Committee The purpose, duties and responsibilities of the Nominating and Corporate Governance Committee are to identify individuals qualified to become members of the Board (consistent with criteria approved by the Board); recommend to the Board the Company’s director candidates for election at the annual meeting of stockholders; and perform a leadership role in shaping the Company’s corporate governance. Among its specific duties and responsibilities, the Nominating and Corporate Governance Committee will: develop and recommend to the Board criteria for identifying and evaluating director candidates and periodically review these criteria and recommend changes to the Board as appropriate; annually evaluate the composition of the Board to assess whether the skills, experience, characteristics and other criteria established by the Board are currently represented on the Board as a whole and with respect to each individual director, and to assess recommend to the Board director candidates to be elected by the Board as necessary to fill vacancies and newly created directorships; develop and recommend to the Board a set of corporate governance principles, and annually review these principles and recommend changes to the Board as appropriate; periodically review the Board’s leadership structure and recommend changes to the Board as appropriate; make recommendations to the Board concerning the size, structure, composition and functioning of the Board and its committees; oversee the orientation process for new directors and ongoing education for directors; oversee the evaluation of the Board and its committees; and annually evaluate the performance of the Nominating and Corporate Governance Committee and the adequacy of the Nominating and Corporate Governance Committee’s charter and recommend changes to the Board as appropriate. The members of the Nominating and Corporate Governance Committee are Mr. Jorge Beristain, Mr. Claude Demby and Ms. Susan Jones, with Mr. Demby serving as Chair. the criteria that may be needed in the future; The Board has determined that no member of the identify, review the qualifications of, and recruit Nominating and Corporate Governance Committee director candidates for election to the Board; assess the qualifications, contributions and has any material relationship with the Company that might interfere with the member’s exercise of his or her independence of incumbent directors in determining independent judgment. whether to recommend them for reelection to the Board; discuss succession planning for the Board and key leadership roles on the Board and its committees; establish procedures for the consideration of director The Nominating and Corporate Governance Committee is governed by a written charter approved by the Board. The charter is available on our website at www. piedmontlithium.com. 82 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 83 Directors, Executive Officers and Corporate GovernanceDirectors, Executive Officers and Corporate Governance CODE OF ETHICS We have adopted the Code of Conduct, which applies to our executive officers, including our Chief Executive Officer and Chief Financial Officer, senior management and all other employees. The Code of Conduct is publicly strategic and financing transactions representing over $100 Mr. Armstrong was appointed a Director of the Company governance experience through his current service as billion in aggregate value. Mr. Phillips was most recently a on May 18, 2021. During the three-year period to the end Chair of the Governance and Nominating Committee Senior Advisor with merchant banker Maxit Capital, after of the financial year, Mr. Armstrong has not held any and Director on the board of Brown Capital Management leading the mining investment banking teams for Merrill other directorships in listed companies other than our Mutual Fund Trust and prior service as Director on Lynch, Bear Stearns, JPMorgan and Dahlman Rose. predecessor company Piedmont Australia. the board of the Federal Reserve Bank of Richmond available under the “Corporate” section of our website at Mr. Phillips has worked with numerous mining companies, www.piedmontlithium.com. Written copies are available including many established global leaders, and has upon request. If we make any substantive amendment to developed particular expertise in advising exploration the Code of Conduct or grant any waivers, including any and development-stage companies in achieving their implicit waiver, from a provision of the Code of Conduct, strategic objectives, with a particular focus on obtaining we will disclose the nature of such amendment or waiver relevance in the United States capital markets. Mr. Phillips on our website. received his Master of Business Administration from The University of Chicago and a Bachelor of Commerce from ITEM 11. EXECUTIVE COMPENSATION Laurentian University in Canada. The names, ages and current positions of our executive Mr. Phillips was appointed a Director of the Company officers, as of the date of this annual report on Form 10-K, on May 18, 2021. During the three-year period to the are provided below. Name Age Current Position Keith Phillips Patrick Brindle 61 44 President and Chief Executive Officer Executive Vice President and Chief Development Officer Bruce Czachor 60 Executive Vice President and Chief Legal Officer and Secretary David Klanecky 51 Executive Vice President and Chief end of the financial year, Mr. Phillips has not held any other directorships in listed companies other than our predecessor company Piedmont Australia. Jeffrey Armstrong (56 years of age) – Chairman of the Board and Chairman of the Compensation Committee Mr. Armstrong resides in Charlotte, North Carolina, where Operating Officer he is actively engaged in the community and has extensive Michael White 49 Executive Vice President and Chief Financial relationships with major corporations and entrepreneurs Officer DIRECTORS AND SENIOR MANAGEMENT alike. He currently serves as Chief Executive Officer and Managing Partner of North Inlet Advisors, LLC, a firm providing strategic and financial advice to companies The following discussion sets forth information regarding on capital formation, mergers, acquisitions, divestitures, our current directors and executive officers as of the restructurings, and other corporate transactions. Prior to date of this annual report on Form 10-K. Such directors North Inlet Advisors, LLC, Mr. Armstrong served for nearly are entitled to submit for re-election. The Board and our a decade as a senior leader in what is now Wells Fargo’s senior management team are leaders in their fields. They Investment Bank, where his leadership roles included bring a significant amount of experience and expertise to our Company, and we believe that they will guide us successfully moving forward. Keith Phillips (61 years of age) – President and Chief Executive Officer Mr. Phillips joined Piedmont Lithium on July 10, 2017, after a 30-year career on Wall Street during which he worked on Head of Corporate Finance, Mergers and Acquisitions, Private Equity Coverage and Leveraged Capital groups. Mr. Armstrong also worked as an investment banker for Citigroup from 1994 to 1999, and for Morgan Stanley from 1987 to 1994. Mr. Armstrong graduated from the University of Virginia with a B.S. in finance and marketing from the McIntire School of Commerce and an MBA from the Darden School of Business. Jorge Beristain (52 years of age) – Non-Executive Director and Chairman of the Audit Committee Mr. Beristain is the Chief Financial Officer of Central Steel & Wire Co, a wholly owned subsidiary of Ryerson Holding Corporation (NYSE: RYI) (“RYI”). Central Steel and Wire is a leading metals distributor and fabricator with service - Charlotte branch, including Chairman from 2012 to 2017. He currently serves on the board of Eos, an energy storage company. He has a strong record of community service through his founding and running of Valour Academy Schools, Inc., in Raleigh, NC, and serving as an advisory board member of Duke Raleigh Hospital. centers in Chicago, Cincinnati and Greensboro. RYI is Mr. Demby has extensive executive and operational North America’s second largest service center with over leadership experience, having served as CEO and 100 locations in the U.S., Canada and Mexico, supplying Director of the Noël Group, a global manufacturer of carbon and stainless steel, aluminum, red metals and synthetic foam materials, and President and COO of L&L semi-fabricated products to the machinery, transport, Products, a global manufacturer of NVH and structural consumer durables, food processing, construction and devices for the automotive and aerospace sectors. Mr. energy sectors. Previously, Mr. Beristain was Managing Demby began his career in engineering roles with Procter Director and Head of Deutsche Bank’s Americas Metals & Gamble and GE Plastics. Mr. Demby received an MBA & Mining equity research, where he was consistently from Rensselaer Polytechnic Institute and a Bachelor of ranked by institutional investors as one of the top Chemical Engineering from the University of Delaware. analysts in the United States. During his over 20-year career on Wall Street, Mr. Beristain has lived and worked Mr. Demby was appointed a Director on June 1, 2021. in the United States, Latin America and Canada and has visited hundreds of industrial companies worldwide. He Todd Hannigan (48 years of age) – Non-Executive Director is a proven strategic thinker with extensive international Mr. Hannigan has over 25 years of global experience experience in the valuation of mining projects and metals operations and downstream metal uses. Mr. in natural resources as company founder, chief executive officer, private capital investor and non- Beristain holds a Bachelor of Commerce degree from the executive director. In these lead roles, Mr. Hannigan University of Alberta and is a Chartered Financial Analyst. has helped build a range of valuable companies in the Mr. Beristain was appointed a Director on May 18, 2021. During the three-year period to the end of the financial year, Mr. Beristain has not held any other directorships in listed companies other than our predecessor company Piedmont Australia. Claude Demby (56 years of age) – Non-Executive Director and Chairman of the Nominating and Corporate Governance Committee private and public markets. Mr. Hannigan is currently Executive Chairman of Hyperion Metals Limited which is developing zero carbon, critical mineral and metal supply chains in the United States. Mr. Hannigan holds a Bachelor of Engineering (Mining) from The University of Queensland and a MBA from INSEAD. Mr. Hannigan was appointed a Director on February 8, Mr. Demby, currently President of Cree LED, a Smart Global Holdings, Inc. company, brings exceptional 2021. 84 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 85 Directors, Executive Officers and Corporate GovernanceDirectors, Executive Officers and Corporate Governance Susan Jones (52 years of age) – Non-Executive Director Bruce Czachor (60 years of age) – Executive Vice President and Chief Legal Officer and Secretary in Spain, Switzerland, and China across a number of Senior Vice President, Chief Accounting Officer and of innovative industries. In his last role with Dow, Mr. Corporate Controller for Aegion Corporation, a global Ms. Jones spent 15 years of her career at Nutrien Ltd., Bruce Czachor joined the Company in December 2018 Klanecky launched the Dow Energy Materials Business, manufacturing and services public company serving the a multibillion-dollar global mining and agricultural on a part-time basis as our Vice President and General focused on Lithium-Ion Battery Materials offerings to cell industrial, oil and gas and water industries. Mr. White enterprise. Her most recent role prior to retirement in 2019 Counsel, and served as legal consultant for most of manufacturers and Auto OEMs, where he served as the has held senior financial leadership positions throughout was serving as Executive Vice President and CEO – Potash, 2020 before rejoining as our Vice President and General the world’s largest underground soft-rock miner. Ms. Jones Counsel in December 2020, and was named recently as has a wealth of board experience, having advised the our Executive Vice President and Chief Legal Officer and Global Business Director for this business unit prior to his 25-year career with companies primarily in the joining Albemarle in 2013. energy and technology sectors, including roles as Chief Financial Officer of Baker Energy and as a manager in the boards of both Agrium and Nutrien, both NYSE publicly Secretary. Mr. Czachor has over 34 years of experience Mr. Klanecky has a Chemical Engineering degree from assurance practice with Ernst & Young. traded companies, as an executive, and currently serving on the board of TC Energy, a $50 billion market cap NYSE company, and Arc Resources. She has also served on the Boards of Gibson Energy and Canpotex. in general corporate matters, corporate governance, capital markets, bank finance, mergers and acquisitions, joint ventures, licensing agreements and commercial transactions, and was a partner at Shearman & Sterling the University of Nebraska and an Executive MBA from Arizona State/Thunderbird School of Global SUMMARY COMPENSATION TABLE Management. He joined Piedmont Lithium in April 2021 We are an emerging growth company under the Jobs and will be based in the Company’s headquarters in Act and, as such, are allowed to take advantage of and Orrick, Herrington & Sutcliffe. Over his career, Mr. Belmont, North Carolina. Ms. Jones brings valuable legal experience combined with operating responsibilities over the course of her career with roles ranging from Executive Vice President and Senior Vice President, Phosphate Business Unit, Chief Legal Officer, Business Development and Strategy, Managing Director of European Operations, and several other critical leadership positions. Ms. Jones received her Bachelor of Laws Degree from the University of Ottawa (Canada) and a Bachelor of Arts Degree in Political Science and Hispanic Studies from the University of Victoria (Canada). She also earned a Leadership Diploma from the University of Oxford and holds a Director Certificate from Harvard University. Czachor has represented a wide variety of businesses, ranging from Fortune 500 companies to start-ups, and he has extensive experience in the mining, energy and cleantech industries. Mr. Czachor has a JD from New York Law School and a BA in Political Science from Binghamton University. He is admitted to practice in New York, New Jersey and California. David Klanecky (51 years of age) – Executive Vice President and Chief Operating Officer Mr. Klanecky has spent most of his career in senior Ms. Jones was appointed a Director on June 1, 2021. in increasingly senior management roles within Albemarle Patrick Brindle (44 years of age) – Executive Vice President and Chief Development Officer Mr. Brindle joined the Company in January 2018 as Vice President and Project Manager. Prior to joining Piedmont Lithium, Mr. Brindle was Vice President of Engineering for DRA Taggart, a subsidiary of DRA Global, an engineering firm specialized in project delivery of mining and mineral processing projects globally. Over his career, Mr. Brindle has held various management and senior engineering Corporation, the world’s leading lithium producer, including as Vice President of Strategy and Corporate Development and most recently serving as Vice President of Lithium Operations – APAC/EU, with global responsibility for Albemarle’s manufacturing/operations, process technology and product management within the global lithium business. Mr. Klanecky also served as interim CEO of the MARBL joint venture between Albemarle and Mineral Resources Ltd, which includes the roles including multi-year expatriate assignments and has Kemerton and Wodgina assets in Australia. Corporation, formerly Apergy Corporation, a multibillion- which differ from our current executive officers: Michael White (49 years of age) – Executive Vice President and Chief Financial Officer Mr. White served as Vice President, Chief Accounting Officer and Corporate Controller of ChampionX dollar manufacturing, chemicals and services public company, with responsibilities for leading the company’s global accounting and financial reporting. In this role, Mr. White led enterprise-wide transformation of the global controllership function, created sustainable financial mergers and acquisition activities, including a successful IPO. Prior to ChampionX, Mr. White held the position certain exemptions from reporting obligations otherwise applicable to U.S. public companies. The following table presents information regarding the compensation of our named executive officers (“NEOs”) for services rendered during fiscal years 2021 and 2020, These figures include Company 401(k) contributions, all insurances and HRA reimbursements. NARRATIVE DISCLOSURE TO THE SUMMARY COMPENSATION TABLE The following is a brief description of the compensation arrangements we have with each of our NEOs and other components of their compensation during fiscal year 2021. Name and Principal Position Keith Phillips President and Chief Executive Officer Patrick Brindle Executive Vice President and Chief Development Officer Lamont Leatherman Vice President and Chief Geologist Year 2021 2020 2021 2020 2021 2020 Salary ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) All Other Compensation ($) Total(1) ($) 281,250 327,640 523,266 172,500 63,511 1,368,167 250,000 81,228 74,266 227,500 137,580 219,766 210,000 215,000 210,000 73,106 65,640 81,228 60,341 104,644 74,266 100,000 70,900 50,000 50,000 — 41,954 68,312 8,400 20,437 — 547,448 724,058 401,847 455,621 365,494 operational, research & development, commercial and reporting with key performance metrics for operational strategic leadership roles. From 2013 to 2021, he served leadership, and provided financial leadership related to completed EPC projects in diverse jurisdictions including the United States, Canada, China, Mongolia, Brazil, Russia and others. Mr. Brindle has a BS in Environmental Science and a BS in Civil Engineering from Virginia Tech. Before joining Albemarle, Mr. Klanecky had an impressive (1) These figures include Company 401(k) contributions, all insurances and HRA reimbursements. twenty-year career with The Dow Chemical Company that spanned the globe including expat assignments 86 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 87 Directors, Executive Officers and Corporate GovernanceDirectors, Executive Officers and Corporate Governance OVERVIEW Our compensation policy for our NEOs has been developed by the Board, taking into account our size, the size of our management team, the nature and stage of development of our current operations, market conditions and comparable salary levels for companies of a similar size and operating in similar sectors. governance standards and rigorous processes that upon achieving various key performance indicators Stock options provide meaningful incentives for encourage prudent decision-making. (“KPIs”) as set by the Board. Having regard to the current management to execute on the longer-term financial Commitment to culture—Our program must recognize size, nature and opportunities of the Company, the Board and strategic growth goals that drive shareholder value the importance of building culture and teamwork as a has determined that these KPIs will include measures creation. That is because they only provide value to the significant long-term goal of the Company such as successful completion of the acquisition of NEOs if the price of the Company’s stock appreciates ELEMENTS OF PAY: TOTAL DIRECT COMPENSATION new projects, exploration activities (e.g., completion over time. Specifically, the value of the award depends of exploration programs within budgeted timeframes on the price of the Company’s common stock in the and costs), development activities (e.g., completion of future as compared to the exercise price of the options In addition to considering the above general factors, the Our executive compensation program focuses on scoping and/or feasibility studies), corporate activities granted. The exercise price of the stock options under Board has also placed emphasis on the following specific following principal elements of pay: (e.g., recruitment of key personnel) and business this award was $61.31, which was above the closing issues in determining the compensation policy for our NEOs: We are currently focused on identifying and acquiring suitable resource projects and undertaking exploration, appraisal and development activities; risks associated with small cap resource companies whilst exploring and developing projects; and other than profit which may be generated from asset sales, we do not expect to be undertaking profitable operations until sometime after the commencement of commercial production on any of our projects. EXECUTIVE COMPENSATION Our senior executives are integral to executing the Company’s strategic plan, driving performance that rewards all of our stakeholders, fostering our culture and achieving other Company business objectives. Our current executive compensation program is designed to support these objectives and built on the following principles: Alignment with stockholder interests—Executives should be compensated through pay elements (base salaries and short- and long-term equity incentives) designed to create stockholder value. Individual performance and contribution to the Company—Our program must provide sufficient flexibility to allow for the recognition of individual differences in performance. Proper balance of risk to reward—Decisions about compensation should be guided by best-practice Pay Element How It’s Paid Purpose Base Salary Cash Provide a competitive base salary (Fixed) rate relative to similar positions in the market and enable the Company to attract and retain critical executive talent. Annual Cash Reward executives for delivering on Incentives (Variable) annual strategic objectives that drive our business strategy and contribute to the creation of stockholder value. Long-Term Equity Provide incentives for executives to Incentives (Variable) execute on longer-term goals that drive the creation of stockholder value and support the Company’s leadership retention strategy. BASE SALARY Our objective is to provide base salaries that are competitive within our industry and reasonable as compared to our peers. We also consider the executive’s abilities, experience, tenure and individual performance. Base salaries are reviewed annually by the Board. The process consists of a review of Company and individual performances, relevant comparative compensation externally and internally and, where appropriate, external advice on policies and practices. The Compensation Committee may recommend adjustments as appropriate. Base salaries are set forth in “Summary Compensation Table.” PERFORMANCE BASED COMPENSATION— SHORT-TERM INCENTIVES Some executives are entitled to an annual cash bonus development activities (e.g., project acquisitions and price of the Company’s common stock on the date of capital raisings). Prior to the end of each financial year, the grant, May 19, 2021. There can be no assurance that the Board assesses performance against these criteria. any value will be realized. Stock options vest in 33% For fiscal year 2021, the KPI areas of focus included: (a) completion of successful exploration activities; (b) completion of successful development activities; and (c) completion of successful corporate activities. Specific increments on each of December 31, 2021, December 31, 2022 and December 31, 2023. These stock options are also contingent upon the continued employment of the NEO through each vesting date. KPIs are set and weighted individually for each NEO and Restricted stock units are intended to provide the NEOs are designed to drive successful business outcomes. For with the economic equivalent of a direct ownership fiscal year 2021, the Chief Executive Officer’s KPI areas interest in the Company during the vesting period and of focus were weighted as follows: (a) 30% weighted to provide the Company with significant retention security completion of successful exploration activities; (b) 30% regardless of post-grant share price volatility. The current weighted to completion of successful development restricted stock units vest in 33% increments on each of activities; and (c) 40% weighted to completion of December 31, 2021, December 31, 2022 and December successful corporate activities. 31, 2023. Annual cash bonuses are set forth in “Summary More information about the equity grants is set forth in Compensation Table.” “Outstanding Equity Awards at Fiscal Year-End.” PERFORMANCE BASED COMPENSATION— LONG-TERM INCENTIVES EMPLOYMENT AGREEMENTS The key provisions of the employment agreements On May 19, 2021, the Board approved long-term equity are set out below for each of our NEOs. None of these incentive awards to the NEOs and other employees employment agreements have termination dates. under the Piedmont Lithium Inc. Stock Incentive Plan. This award underpins our employment and engagement strategy and is specifically designed to: (1) promote the long-term growth and profitability of the Company; (2) attract and retain high-performing talent; and (3) to provide participants with incentives that are closely linked to the interests of all stakeholders of the Company. The Compensation Committee granted the equity awards using a mix of stock options and restricted stock units. Mr. Phillips, President and Chief Executive Officer, entered into an at-will employment agreement with us on September 22, 2021, which may be terminated for any reason at any time. This agreement was entered into in connection with the Redomiciliation to supersede Mr. Phillips’ prior agreement with Piedmont Carolinas and Piedmont Australia, pursuant to which he served as President and Chief Executive Officer. The agreement 88 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 89 Directors, Executive Officers and Corporate GovernanceDirectors, Executive Officers and Corporate Governance provides Mr. Phillips with a base salary of $500,000 criteria determined by the Board or the Compensation per annum and a discretionary annual bonus with a Committee of the Board. The employment agreement target bonus amount equal to 75% of base salary, with also provides that it is currently contemplated that Mr. the ability to earn a maximum amount of up to 200% Brindle will receive an annual equity-based compensation of the target bonus amount based upon performance award having a fair value equal to approximately 75% of criteria determined by the Board or the Compensation base salary. In the event of a termination of employment Committee of the Board. The employment agreement by the Company without cause or by Mr. Brindle for good also provides that it is currently contemplated that Mr. reason, not in connection with a change in control, Mr. Phillips will receive an annual equity-based compensation Brindle is entitled to (i) a lump sum severance payment award having a fair value equal to approximately 125% of equal to 12 months of base salary, (ii) 12 months of base salary. In the event of a termination of employment company-paid COBRA coverage and (iii) full vesting by the Company without cause or by Mr. Phillips for good of unvested equity awards (with performance-based reason, not in connection with a change in control, Mr. awards vesting at the target level of performance). The Phillips is entitled to (i) a lump sum severance payment agreement provides that in the event of a termination of equal to 24 months of base salary, (ii) 24 months of employment by the Company without cause or by Mr. company-paid COBRA coverage and (iii) full vesting Brindle for good reason within 3 months prior to or 24 of unvested equity awards (with performance-based months following a change in control, Mr. Brindle will awards vesting at the target level of performance). The be entitled to (i) cash severance equal to 100% of base agreement provides that in the event of a termination salary plus target bonus, (ii) a pro-rata bonus for the of employment by the Company without cause or by year of termination based on actual performance, (iii) Mr. Phillips for good reason within three months prior to payment of the annual bonus earned for the prior year, or 12 months following a change in control, Mr. Phillips to the extent unpaid at the time of termination, (iv) 24 will be entitled to (i) cash severance equal to 2.5 times months of Company-paid COBRA coverage, and (v) full base salary plus target bonus, (ii) a pro-rata bonus for vesting of unvested equity awards (with performance- the year of termination based on actual performance, based awards vesting at the target level of performance). (iii) payment of the annual bonus earned for the prior year, to the extent unpaid at the time of termination, (iv) 30 months of Company-paid COBRA coverage and (v) full vesting of unvested equity awards (with performance- based awards vesting at the target level of performance). Mr. Leatherman, Vice President and Chief Geologist, entered into an employment agreement with us on January 1, 2021, which may be terminated by either party at any time for any or no reason upon at least two months prior written notice of termination to the other, or payment in Mr. Brindle, Executive Vice President and Chief lieu thereof. Mr. Leatherman receives a fixed compensation Development Officer, entered into an at-will employment component of $210,000 per annum and a discretionary agreement with us on September 22, 2021, which may target bonus amount of up to $50,000 per annum. be terminated for any reason at any time. The agreement was entered into in connection with the Redomiciliation to supersede Mr. Brindle’s prior agreement with Piedmont Carolinas and Piedmont Australia, pursuant to which he served as Executive Vice President and Chief Development Officer of Piedmont Carolinas. The agreement provides Mr. Brindle with a base salary of $350,000 per annum and a discretionary annual bonus with a target bonus amount equal to 50% of base salary, with the ability to earn a maximum amount of up to 200% of the target bonus amount based upon performance OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table summarizes equity awards held by our NEOs as of June 30, 2021. Equity based awards for our executive officers consist of options outstanding to purchase shares of our common stock and performance rights outstanding that provide the holder the ability to convert each right to a fully paid share of our common stock if vesting conditions are met. Number of securities underlying unexercised options exercisable (#) 60,000 Option Awards Number of securities underlying unexercised options unexercisable (#) — Option exercise price ($) 12.38 Option expiration date 12/31/2022 Stock Awards Number of shares or units of stock that have not vested (#) Market value of shares of units of stock that have not vested ($) Name Keith Phillips 30,000 — 18.57 6/10/2022 Patrick Brindle 15,000 10,786 — 65.00 12.38 5/19/2031 12/31/2022 4,530 65.00 5/19/2031 Lamont Leatherman 30,000 — 12.38 12/31/2022 2,157 65.00 5/19/2031 15,000 5,344 15,000 2,244 15,000 1,069 81,228 327,640 73,106 137,580 81,228 65,540 NON-EXECUTIVE DIRECTOR COMPENSATION The Board’s policy is to compensate Non-Executive Directors at market rates for comparable companies for time, commitment and responsibilities. Given the size, nature and risks of the Company, stock options have been used to attract and retain Non-Executive Directors, where deemed appropriate. The Board determines payments to the Non-Executive Directors and reviews their compensation annually, based on market practice, We prohibit Non-Executive Directors from entering into arrangements to limit their exposure to equity awards granted as part of their compensation package. Fees for the Chairman are presently $75,000 per annum ($30,000 in fiscal year 2021). Fees for other Non- Executive Directors are presently set at $50,000 per annum. These fees cover main board activities only. Non- Executive Directors may receive additional compensation for other services provided to the Company, including but not limited to, membership of committees. duties and accountability. Independent external advice is Mr. Phillips did not receive additional compensation for sought when appropriate. his service as a Director. Name Ian Middlemas(1) Anastasios Arima(2) Jorge Beristain Levi Mochkin(3) Jeffrey Armstrong Todd Hannigan(4) Claude Demby(5) Susan Jones(6) Fees Earned or Paid in Cash ($) Stock Awards ($) Option Awards ($) All Other Compensation ($) Total ($) 12,771 88,333 40,000 36,928 30,000 16,617 7,875 7,000 — — — — 105,000 70,000 — — — — — — — — — — — 12,771 12,177 100,510 — 3,508 — — — — 40,000 40,436 135,000 86,617 7,875 7,000 (1) Mr. Middlemas retired from the Board on December 9, 2020. (2) Mr. Arima received $12,177 as other compensation consisting of $4,041 for 401(k) Plan employer contributions and $8,136 for employer paid insurance premiums. Mr. Arima retired from the Board on June 1, 2021. (3) Mr. Mochkin received $3,508 as other compensation consisting of employer contributions related to superannuation in Australia. Mr. Mochkin retired from the Board on June 1, 2021. (4) Mr. Hannigan joined the Board as a Non-Executive Director on February 8, 2021. (5) Mr. Demby was appointed to the Board as a Non-Executive Director and Chair of the Nominating and Corporate Governance Committee on June 1, 2021. (6) Ms. Jones was appointed to the Board as a Non-Executive Director on June 1, 2021. 90 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 91 Directors, Executive Officers and Corporate GovernanceDirectors, Executive Officers and Corporate Governance ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. MAJOR STOCKHOLDERS Based upon filings made with the SEC and the ASX and information we received from our transfer agent, we are not aware of any beneficial owner of more than 5% of shares of our common stock. RECORD HOLDERS As of September 16, 2021, we had 15,869,395 shares of our common stock outstanding. Based on information known to us as of September 16, 2021, 10,100,654 of shares of our common stock were being held in the United States by 135 holders of record and 5,768,741 shares of our common stock were being held in Australia in the form of CDIs by 35 holders of record. A large number of shares of our common stock are held by nominee companies so we cannot be certain of the identity of those beneficial owners. Piedmont Lithium is not controlled by another corporation, by any foreign government or by any natural or legal persons except as set forth herein, and here are no arrangements known to Piedmont Lithium which would result in a change in control of Piedmont Lithium at a subsequent date. The following table lists as of September 16, 2021, the number of shares of our common stock beneficially owned by each of our directors, our chief executive officer and other members of our senior management as a group. Beneficial ownership is calculated based on 15,869,395 shares outstanding as of September 16, 2021 and amounts representing less than 1% are denoted with an asterisk (*). Shares Beneficially Owned(1) Number Percent Officers and Directors: Keith Phillips(2) Patrick Brindle(3) Lamont Leatherman(4) Jeffrey Armstrong Jorge Beristain Susan Jones Claude Demby Todd Hannigan 171,715 40,386 51,095 20,000 30,460 4,000 — 356,279 Officers and directors as a group (14 persons) 707,553 1.1% * * * * * * 2.2% 4.5% (1) Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power of that security, including options and performance rights that are currently exercisable or exercisable within 60 days of September 16, 2021. Shares of our common stock subject to options and performance rights currently exercisable or exercisable within 60 days of September 16, 2021 are deemed to be outstanding for computing the percentage ownership of the person holding these options and/or performance rights and the percentage ownership of any group of which the holder is a member but are not deemed outstanding for computing the percentage of any other person. (2) Includes options to purchase 90,000 shares (60,000 exercisable for $12.38 each on or before December 31, 2022 and 30,000 exercisable for $18.57 each on or before July 10, 2022). (3) Includes options to purchase 15,000 shares (exercisable for $12.38 each on or before December 31, 2022). (4) Includes options to purchase 30,000 shares (exercisable for $12.38 each on or before December 31, 2022). Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power of that security, including options and performance rights that are currently exercisable or exercisable within 60 days of September 16, 2021. Shares of our common stock subject to options and performance rights currently exercisable or exercisable within 60 days of September 16, 2021 are deemed to be outstanding for computing the percentage ownership of the person holding these options and/ or performance rights and the percentage ownership of any group of which the holder is a member but are not deemed outstanding for computing the percentage of any other person. EQUITY COMPENSATION PLAN INFORMATION The table below sets forth information with respect to compensation plans under which equity securities of the Company are authorized for issuance as of June 30, 2021. (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights(1) (b) Weighted- average exercise price of outstanding options, warrants and rights(2) (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) influence over our us, and close members of any such individual’s family; key management personnel, that is, those persons having authority and responsibility for planning, directing and controlling the activities of ours, including directors and senior management of us and close members of such individuals’ families; and enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence, including enterprises owned by directors or major stockholders 495,833 $ 16.75 2,504,167 of us and enterprises that have a member of key management in common with us. Ledger, a company associated with Mr. Levi Mochkin, was paid $91,667 and $90,734 during fiscal years 2021 and 2020, respectively, for the provision of services in relation to business development activities (such fees have been included in Mr. Mochkin’s compensation as disclosed above). Transactions between related parties are on normal commercial terms and the conditions no more favorable than those available to other non-related parties. Plan category Equity compensation plans approved by security holders Equity compensation plans not approved by security holders — — — Total 495,833 $ 16.75 2,504,167 (1) This number reflect the stock options and restricted stock units granted under the Piedmont Lithium Inc. Stock Incentive plan. (2) Taking into account all outstanding awards included in this table, the weighted- average exercise price of such stock options is $16.75 and the weighted-average term-to-expiration is 4.136 years. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. RELATED-PARTY TRANSACTIONS Other than as disclosed below, since the start of fiscal year 2019, other than employment and “Compensation,” matters described under “Item 11. Executive Compensation,” there have been no transactions or loans between us and: enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, us; associates, meaning unconsolidated enterprises in which we have a significant influence or which have significant influence over us; individuals owning, directly or indirectly, an interest in the voting power of us that gives them significant 92 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 93 Directors, Executive Officers and Corporate GovernanceDirectors, Executive Officers and Corporate Governance ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. Deloitte & Touche LLP served as our independent registered public accounting firm for fiscal year 2021, beginning June 9, 2021. Deloitte Touche Tohmatsu served as our independent registered public accounting firm for fiscal year 2020 and for fiscal year 2021 until June 9, 2021. The following table presents fees for professional services rendered by Deloitte & Touche LLP for fiscal year 2021 and by Deloitte Touche Tohmatsu for fiscal years 2021 and 2020. Fiscal 2021 Fiscal 2020 Deloitte & Touche LLP Deloitte Touche Tohmatsu Deloitte Touche Tohmatsu Audit Fees(1) $ 100,000 $ 426,627 $ 222,738 Audited-Related Fees Tax Fees All Other Fees — — — — — — — — — (1) Total fees billed by Deloitte & Touche LLP for professional services for the audit of our consolidated financial statements for the years ended June 30, 2021 and 2020. PRE-APPROVAL POLICIES AND PROCEDURES Our Audit Committee has adopted policies and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm. Pre-approval of an audit or non-audit service may be given as a general pre-approval, as part of the Audit Committee’s approval of the scope of the engagement of our independent registered public accounting firm, or on an individual basis. Any proposed services exceeding general pre-approved levels also requires specific pre-approval by our Audit Committee. All of the fees described above were pre-approved by the Board prior to our listing on Nasdaq and by the Audit Committee after our listing on Nasdaq. For a list and copies of the Company’s exhibits referred to in this Annual Report, please see our annual report on Form 10-K filed with the SEC and available on their website at SEC.gov | Filings & Forms. Our Form 10-K is also available on our website at www.piedmontlithium. com under “Investors” free of charge. 94 PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC PIEDMONT LITHIUM 2021 ANNUAL REPORT: OUR WORLD LOOKS POSITIVELY ELECTRIC 95 Exhibits, Financial Statement SchedulesDirectors, Executive Officers and Corporate Governance Piedmont Lithium Inc. Corporate Headquarters 32 N Main St, Suite 100 Belmont, NC 28012 O +1 704.461.8000 E info@piedmontlithium.com For more information, visit piedmontlithium.com