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|
Filed on April 29, 2024 |
|
Filed on April 28, 2023 |
|
Filed on April 29, 2022 |
|
Filed on Nov. 30, 2021 |
☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
36-4996461
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
32 North Main Street, Suite 100
Belmont, North Carolina
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28012
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange on which registered
|
||
Common stock, par value $0.0001 per share
|
PLL
|
The Nasdaq Capital Market
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
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Non-accelerated filer
|
☒
|
Smaller reporting company
|
☒
|
Emerging growth company
|
☒
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Page
|
|||
PART I
|
|||
Item 1.
|
5
|
||
Item 1A.
|
18 | ||
Item 1B.
|
30
|
||
Item 2.
|
30
|
||
Item 3.
|
30
|
||
Item 4.
|
31 | ||
PART II
|
|||
Item 5.
|
32 | ||
Item 7.
|
32 | ||
Item 7A.
|
38 | ||
Item 8.
|
39
|
||
Item 9.
|
64 | ||
Item 9A.
|
64 | ||
Item 9B.
|
65 | ||
PART III
|
|||
Item 10.
|
66 | ||
Item 11.
|
69
|
||
Item 12.
|
77 | ||
Item 13.
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79
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||
Item 14.
|
80
|
||
PART IV
|
|||
Item 15.
|
81 | ||
Item 16.
|
82 | ||
83 |
|
• |
our operations being further disrupted and our financial results being adversely affected by public health threats, including the novel coronavirus (“COVID-19”) pandemic;
|
|
• |
our limited operating history in the lithium industry;
|
|
• |
our status as an exploration stage company, including our ability to identify lithium mineralization and achieve commercial lithium mining;
|
|
• |
mining, exploration and mine construction, if warranted, on our properties, including timing and uncertainties related to acquiring and maintaining mining, exploration, environmental and other licenses,
permits, 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;
|
|
• |
our common stock price and trading volume volatility;
|
|
• |
the development of an active trading market for our common stock;
|
|
• |
our status as an emerging growth company; and
|
|
• |
our failure to successfully execute our growth strategy, including any delays in our planned future growth.
|
Item 1. |
|
• |
completing additional drilling programs on our properties to expand current mineral resource estimates and increase geological confidence of our mineral resource estimates;
|
|
• |
continuing to secure additional properties within the Carolina Tin-Spodumene Belt to undertake additional exploration;
|
|
• |
undertaking further technical studies to assess the economic potential of the Carolina Lithium Project and defining a lithium reserve base, including further metallurgical studies and feasibility studies;
|
|
• |
undertaking discussions with potential lithium offtake parties for future sale of lithium products;
|
|
• |
completing permitting and zoning activities required to commence mining and processing operations for the Carolina Lithium Project;
|
|
• |
evaluating the potential restart of operations at North American Lithium in Quebec, Canada;
|
|
• |
advancing our earn-in interests allowing for increased 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.
|
|
• |
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
|
|
• |
on June 7, 2021, we paid $5.0 million to Sayona for a 25% equity interest in Sayona Quebec. The remaining 75% equity interest in Sayona Quebec is held by Sayona.
|
|
• |
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 million), representing Sayona’s 75% equity interest contribution, which collectively gave Sayona Quebec the ability to fund the purchase of NAL’s assets.
|
|
• |
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.
|
|
• |
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 infrastructure, a highly skilled labor force, low-cost and low carbon sources of baseload grid power, research and development centers for lithium and battery storage, and access to major high technology population centers. |
|
• |
Diversification of resources
—During 2021, we made investments in and established strategic partnerships with Sayona and IRR. We continue to pursue opportunities to
complement our business through additional acquisitions, joint ventures, strategic alliances, and/or investments.
|
• |
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.
|
|
• |
require notice to stakeholders of proposed and ongoing exploration, drilling, environmental studies, mining or production activities;
|
|
• |
require the installation of pollution control equipment;
|
|
• |
restrict the types, quantities and concentrations of various substances that can be released into the environment in connection with exploration, drilling, mining, lithium hydroxide manufacturing or other
production activities;
|
|
• |
limit or prohibit drilling, mining, lithium manufacturing or other production activities on lands located within wetlands, areas inhabited by endangered species and other protected areas, or otherwise
restrict or prohibit activities that could impact the environment, including water resources;
|
|
• |
impose substantial liabilities for pollution resulting from current or former operations on or for any 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.
|
|
• |
National Environmental Protection Act (“NEPA”), which requires careful evaluation of the environmental impacts of mining and lithium manufacturing operations that require federal approvals;
|
|
• |
Clean Air Act (“CAA”) and its amendments, which governs air emissions;
|
|
• |
Clean Water Act (“CWA”), which governs discharges to and excavations within the waters of the United States;
|
|
• |
Resource Conservation and Recovery Act (“RCRA”), which governs the management of solid waste;
|
|
• |
Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), which imposes liability where hazardous substances have been released into the environment (commonly known as Superfund); and
|
|
• |
Federal Mine Safety and Health Act, which established the primary safety and health standards regarding working conditions of employees engaged in mining, related operations, and preparation and milling of the
minerals extracted, as well as the Occupation Safety and Health Act, which regulates the protection of the health and safety of workers in lithium manufacturing operations and to the extent such protection is not already addressed by the
Federal Mine Safety and Health Act.
|
|
• |
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;
|
|
• |
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, which we
expect to be June 30, 2024;
|
|
• |
the date on which we have, during the previous three-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.
|
Item 1A. |
|
• |
the discovery of unusual or unexpected geological formations;
|
|
• |
accidental fires, floods, earthquakes or other natural disasters;
|
|
• |
unplanned power outages and water shortages;
|
|
• |
construction delays and higher than expected capital costs;
|
|
• |
controlling water and other similar mining hazards;
|
|
• |
operating labor disruptions and labor disputes;
|
|
• |
the ability to obtain suitable or adequate machinery, equipment or labor;
|
|
• |
our liability for pollution or other hazards; and
|
|
• |
other known and unknown risks involved in the conduct of exploration and operation of mines.
|
|
• |
a significant, prolonged decrease in the market price of lithium;
|
|
• |
difficulty in marketing and/or selling lithium;
|
|
• |
significantly higher than expected capital costs to construct our mine;
|
|
• |
significantly higher than expected extraction costs;
|
|
• |
significantly lower than expected lithium extraction;
|
|
• |
significant delays, reductions or stoppages of lithium extraction activities; and
|
|
• |
the introduction of significantly more stringent regulatory laws and regulations.
|
|
• |
adverse economic conditions;
|
|
• |
adverse general capital market conditions;
|
|
• |
poor performance and health of the lithium or mining industries in general;
|
|
• |
bankruptcy or financial distress of unrelated lithium companies or marketers;
|
|
• |
significant decrease in the demand for lithium; or
|
|
• |
adverse regulatory actions that affect our exploration and construction plans or the use of lithium generally.
|
|
• |
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;
|
|
• |
the results of our exploration programs;
|
|
• |
the market price for lithium;
|
|
• |
our ability to successfully complete construction projects including our ability to successfully complete construction projects on time and within budget;
|
|
• |
our access to capital; and
|
|
• |
our ability to enter into agreements for the sale of lithium.
|
|
• |
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 and charging infrastructure;
|
|
• |
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 gasoline;
|
|
• |
rates of customer adoption of higher performance lithium compounds; and
|
|
• |
rates of development and adoption of next generation high nickel battery technologies.
|
|
• |
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;
|
|
• |
market conditions in the broader stock market, or in 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.
|
|
• |
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;
|
|
• |
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;
|
|
• |
the date on which we have, during the previous three-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.
|
|
• |
a staggered board and restrictions on the ability of our stockholders to fill a vacancy on the Board;
|
|
• |
the authorization of undesignated preferred stock, the terms of which may be established and shares of which may be issued without stockholder approval;
|
|
• |
advance notice requirements for stockholder proposals;
|
|
• |
a requirement that, except as otherwise provided for or fixed with respect to actions required or permitted to be taken by holders of preferred stock, no action that is required or permitted to be taken by the stockholders may be effected
by consent of stockholders in lieu of a meeting of stockholders;
|
|
• |
permit the Board to establish the number of directors;
|
|
• |
a provision that the Board is expressly authorized to adopt, amend or repeal our amended and restated bylaws;
|
|
• |
a provision that stockholders can remove directors only for cause and only upon the approval of not less than 66
2
/
3
of all outstanding shares of our voting stock;
|
|
• |
a requirement that the approval of not less than 66
2
/
3
of all outstanding shares of our voting stock to adopt, amend or repeal our bylaws and specific provisions of our certificate of incorporation; and
|
|
• |
limit the jurisdictions in which certain stockholder litigation may be brought.
|
Item 1B. |
Item 2. |
Item 3. |
Item 4. |
Item 5. |
Item 6. |
Not Required.
|
Item 7. |
•
|
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.
|
• |
In June 2021, we entered into a strategic partnership with IRR for the planned future production of spodumene concentrate in Ghana. In August 2021, subsequent to
the year ended June 30, 2021 and as part of our strategic partnership, we (i) acquired an equity interest of approximately 10% in IRR, (ii) entered into a long-term supply agreement whereby IRR will 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 value of approximately $1.9 billion, and an estimated 31% after-tax internal rate of return. The study featured lithium conversion
using Metso Outotec’s alkaline pressure leach technology. We are currently undertaking a definitive feasibility study of the proposed, fully-integrated Carolina Lithium Project.
|
•
|
In May 2021, we completed our planned Redomiciliation from Australia to the United States, which included changing our primary listing to the Nasdaq from the ASX and making the ASX our secondary listing. As
part of the Redomiciliation, our corporate headquarters is now located in Belmont, North Carolina.
|
• |
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.
|
•
|
In April 2021, we 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.
|
•
|
In March 2021, we completed a U.S. public stock offering totaling $122.5 million in gross cash proceeds.
|
• |
In March 2021, we published the results of a life cycle analysis of our Carolina Lithium Project, which was performed by industry-leading Minviro Group. The results of our life cycle analysis demonstrated
industry-leading land and water footprints as well as a highly-competitive carbon footprint compared to incumbent producers in South America and China.
|
•
|
In October 2020, we completed a U.S. public stock offering totaling $57.5 million in gross cash proceeds.
|
•
|
In September 2020, we entered into an agreement with a vehicle manufacturer to supply spodumene concentrate from the Carolina Lithium Project.
|
2021
|
2022
|
2023
|
2024
|
2025
|
2026
|
2027
|
2028
|
2029
|
2030
|
||||||||||||
Sales of new electric vehicles
|
4.9
|
6.4
|
8.7
|
11.2
|
14.6
|
17.4
|
20.6
|
24.3
|
28.9
|
34.0
|
|||||||||||
Penetration rate
|
6%
|
7%
|
9%
|
|
11%
|
15%
|
17%
|
20%
|
23%
|
27%
|
31%
|
|
Consolidated Statements of Operations
|
Years Ended June 30,
|
|||||||||||||||
2021
|
2020
|
$ |
|
%
|
||||||||||||
Exploration and evaluation expenses
|
$
|
10,874,502
|
$
|
3,125,784
|
7,748,718
|
247.9
|
%
|
|||||||||
General and administrative expenses
|
8,861,454
|
3,440,160
|
5,421,294
|
157.6
|
%
|
|||||||||||
Other income (expense)
|
(193,266
|
)
|
686,793
|
(880,059
|
)
|
(128.6
|
%)
|
|||||||||
Loss from equity investments in
unconsolidated affiliates, net of tax
|
(64,626
|
)
|
—
|
(64,626
|
)
|
*
|
||||||||||
Net loss
|
$
|
(19,993,848
|
)
|
$
|
(5,879,152
|
)
|
(14,114,696
|
)
|
(240.1
|
%)
|
|
Years Ended June 30,
|
|||||||
|
2021
|
2020
|
||||||
Net cash used in operating activities
|
$
|
(16,257,254
|
)
|
$
|
(6,332,301
|
)
|
||
Net cash used in investing activities
|
(34,565,793
|
)
|
(3,452,254
|
)
|
||||
Net cash provided by financing activities
|
174,617,607
|
24,718,553
|
||||||
Net increase in cash and cash equivalents
|
$
|
123,794,560
|
$
|
14,933,998
|
•
|
does not include funding of cash expenditures for: (i) additional acquisition costs of exploration and evaluation assets not already under contract as of June 30, 2021, (ii) construction costs for a mine,
concentrator plant or chemical plant on any of our properties, either owned or currently under seller financed contracts in North Carolina, or through our investments in Canada or Ghana; or (iii) additional equity investments in new
strategic ventures or to increase our ownership within our current investments;
|
•
|
does not include cash from equity and/or debt 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 from our investments in lithium projects in Canada or Ghana in 2022.
|
Total
|
Less than
1 year
|
1–3 years
|
3-5 years
|
Thereafter
|
||||||||||||||||
Contractual obligations
|
||||||||||||||||||||
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
|
$
|
—
|
Item 7A. |
Item 8. |
Page
|
|
FINANCIAL INFORMATION
|
|
40
|
|
41
|
|
42
|
|
43
|
|
44
|
|
45
|
|
46
|
|
June 30,
|
|||||||
|
2021
|
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
|
139,797
|
268,610
|
||||||
Other assets
|
222,698
|
29,906
|
||||||
Equity investments in unconsolidated affiliates
|
16,262,498
|
—
|
||||||
Total assets
|
$
|
187,851,629
|
$
|
27,652,958
|
||||
Liabilities and stockholders’ equity
|
||||||||
Trade and other payables
|
$
|
4,959,031
|
$
|
1,232,528
|
||||
Current portion of long-term debt
|
1,085,142
|
577,576
|
||||||
Operating lease liabilities
|
140,435
|
135,947
|
||||||
Other current liabilities
|
29,906
|
—
|
||||||
Total current liabilities
|
6,214,514
|
1,946,051
|
||||||
Long-term debt, net of current portion
|
1,226,404
|
1,740,042
|
||||||
Operating lease liabilities, net of current portion
|
—
|
133,663
|
||||||
Other liabilities
|
—
|
29,906
|
||||||
Total liabilities
|
7,440,918
|
3,849,662
|
||||||
Commitments and contingencies (Note 15)
|
||||||||
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
|
1,550
|
1,025
|
||||||
Additional paid-in capital
|
252,571,659
|
76,187,975
|
||||||
Accumulated deficit
|
(71,334,645
|
)
|
(51,589,139
|
)
|
||||
Accumulated other comprehensive loss
|
(827,853
|
)
|
(796,565
|
)
|
||||
Total stockholders’ equity
|
180,410,711
|
23,803,296
|
||||||
Total liabilities and stockholders’ equity
|
$
|
187,851,629
|
$
|
27,652,958
|
|
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
|
)
|
||||
Other income (expense):
|
||||||||
Interest (expense) income, net
|
(267,886
|
)
|
53,961
|
|||||
Gain from foreign currency exchange
|
74,620
|
632,832
|
||||||
Loss before income taxes (benefit)
|
(19,929,222
|
)
|
(5,879,152
|
)
|
||||
Income tax expense (benefit)
|
—
|
—
|
||||||
Loss from equity investments in unconsolidated affiliates, net of tax
|
(64,626
|
)
|
—
|
|||||
Net loss
|
$
|
(19,993,848
|
)
|
$
|
(5,879,152
|
)
|
||
Basic and diluted loss per weighted-average share
|
$
|
(1.48
|
)
|
$
|
(0.71
|
)
|
||
Basic and diluted weighted-average number of shares outstanding
|
13,551,150
|
8,283,567
|
|
Years Ended June 30,
|
|||||||
|
2021
|
2020
|
||||||
Net loss
|
$
|
(19,993,848
|
)
|
$
|
(5,879,152
|
)
|
||
Other comprehensive loss, net of tax:
|
||||||||
Foreign currency translation adjustments
|
—
|
(499,399
|
)
|
|||||
Equity investment loss
|
(31,288
|
)
|
—
|
|||||
Other comprehensive loss, net of tax
|
(31,288
|
)
|
(499,399
|
)
|
||||
Comprehensive loss
|
$
|
(20,025,136
|
)
|
$
|
(6,378,551
|
)
|
|
Year Ended June 30,
|
|||||||
|
2021
|
2020
|
||||||
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
|
||||||
Noncash lease expense
|
143,734
|
122,759
|
||||||
Loss on equity investments in unconsolidated affiliates
|
64,626
|
—
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Other assets
|
(1,385,134
|
)
|
(29,736
|
)
|
||||
Operating lease liabilities
|
(144,096
|
)
|
(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:
|
||||||||
Purchase of exploration and evaluation assets
|
(18,187,346
|
)
|
(2,747,783
|
)
|
||||
Capital expenditures
|
(20,035
|
)
|
(704,471
|
)
|
||||
Equity investments in unconsolidated affiliates
|
(16,358,412
|
)
|
—
|
|||||
Net cash used in investing activities
|
(34,565,793
|
)
|
(3,452,254
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Proceeds from issuance of common stock, net of issuance costs
|
174,964,132
|
25,108,987
|
||||||
Proceeds from exercise of stock options
|
349,047
|
—
|
||||||
Principal payments on long-term debt
|
(695,572
|
)
|
(390,434
|
)
|
||||
Net cash provided by financing activities
|
174,617,607
|
24,718,553
|
||||||
Net increase in cash
|
123,794,560
|
14,933,998
|
||||||
Cash and cash equivalents at beginning of period
|
18,857,088
|
4,432,150
|
||||||
Effect of exchange rate changes on cash
|
—
|
(509,060
|
)
|
|||||
Cash and cash equivalents 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 exploration and evaluation assets financed by seller
|
|
689,500
|
|
2,708,052
|
|
Accumulated
|
|||||||||||||||||||||||
|
Additional
|
Other
|
Total
|
|||||||||||||||||||||
|
Common Stock
|
Paid-In
|
Accumulated
|
Comprehensive
|
Stockholders’
|
|||||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Deficit
|
Loss
|
Equity
|
||||||||||||||||||
Balance at June 30, 2019
|
6,707,363
|
$
|
671
|
$
|
51,140,336
|
$
|
(46,245,126
|
)
|
$
|
(297,166
|
)
|
$
|
4,598,715
|
|||||||||||
Issuance of common stock, net
|
3,535,000
|
354
|
25,108,634
|
—
|
—
|
25,108,988
|
||||||||||||||||||
Stock-based compensation expense
|
— | — |
470,939
|
— | — |
470,939
|
||||||||||||||||||
Expiration of stock options
|
—
|
—
|
(531,934
|
)
|
531,934
|
—
|
—
|
|||||||||||||||||
Exercise of stock options
|
89,399
|
—
|
—
|
—
|
—
|
|||||||||||||||||||
Conversion of performance rights
|
25,000
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||
Impact of ASC 842 adoption
|
—
|
—
|
—
|
3,205
|
—
|
3,205
|
||||||||||||||||||
Foreign currency translation adjustments
|
—
|
—
|
—
|
—
|
(499,399
|
)
|
(499,399
|
)
|
||||||||||||||||
Net loss
|
—
|
—
|
—
|
(5,879,152
|
)
|
—
|
(5,879,152
|
)
|
||||||||||||||||
Balance at June 30, 2020
|
10,356,762
|
1,025
|
76,187,975
|
(51,589,139
|
)
|
(796,565
|
)
|
|
23,803,296
|
|||||||||||||||
Issuance of common stock, net
|
5,250,000
|
525
|
174,963,607
|
—
|
—
|
174,964,132
|
||||||||||||||||||
Stock-based compensation expense
|
—
|
—
|
1,319,372
|
—
|
—
|
1,319,372
|
||||||||||||||||||
Expiration of stock options
|
—
|
—
|
(248,342
|
)
|
248,342
|
—
|
—
|
|||||||||||||||||
Exercise of stock options
|
22,500
|
—
|
349,047
|
—
|
—
|
349,047
|
||||||||||||||||||
Exercise of stock options (cashless)
|
130,271
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||
Conversion of performance rights
|
5,000
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||
Equity investment loss in other comprehensive loss
|
—
|
—
|
—
|
—
|
(31,288
|
)
|
(31,288
|
)
|
||||||||||||||||
Net loss
|
—
|
—
|
—
|
(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
|
1. |
BASIS OF PRESENTATION AND REDOMICILIATION
|
2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Assets
|
Years
|
||
Office equipment
|
3 —7
|
||
Plant equipment
|
3 —15
|
||
Vehicles
|
3 —7
|
|
• |
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.
|
Level 1:
|
Quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
|
Level 2:
|
Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active
markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived from observable market data by
correlation or other means.
|
|
Level 3:
|
Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
|
|
• |
Long-term debt—As of June 30, 2021 and 2020, the Company had $2.3 million and $2.3 million, respectively, of principal debt outstanding associated 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.
|
|
• |
Other financial instruments—The carrying amounts of cash and cash equivalents and trade and other payables approximate fair value due to their short-term nature.
|
|
• |
we elected to utilize the package of transition practical expedients, which permitted us: (i) to not reassess whether any expired or existing contracts are or contain a lease, (ii) to not reassess our
historical lease classifications for existing leases, and (iii) to not 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.
|
3. |
EXPLORATION AND EVALUATION ASSETS
|
June 30,
|
||||||||
2021
|
2020
|
|||||||
Beginning balance
|
$
|
7,720,957
|
$
|
2,265,121
|
||||
Land acquisitions through cash payments
|
17,898,705
|
2,747,784
|
||||||
Land acquisitions through seller financed loans
|
978,141
|
2,708,052
|
||||||
Ending balance
|
$
|
26,597,803
|
$
|
7,720,957
|
4. |
PROPERTY, PLANT AND EQUIPMENT
|
June 30,
|
|||||||||
2021
|
2020
|
||||||||
Land
|
$
|
688,829
|
$
|
688,829
|
|||||
Office Equipment
|
72,104
|
52,068
|
|||||||
Property, plant, and equipment, gross
|
760,932
|
740,897
|
|||||||
Accumulated depreciation and amortization
|
(35,069
|
)
|
(23,480
|
)
|
|||||
Property, plant, and equipment, net
|
$
|
725,863
|
$
|
717,417
|
5. |
EQUITY INVESTMENTS IN UNCONSOLIDATED AFFILIATES
|
|
(i)
|
acquire 442,441,606 ordinary shares in Sayona for $4.9 million;
|
|
(ii)
|
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
|
|
(iii)
|
enter into a supply agreement with Sayona Quebec Inc, (“Sayona Quebec”) to purchase the greater of 60,000 metric tons per year or 50% of Sayona 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 production
at market prices on a life-of-mine basis from the combined assets of the Authier Project and NAL.
|
|
June 30, 2021 | |||
Entities
|
||||
Sayona Mining Limited
(1)
|
$
|
11,194,905
|
||
Sayona Quebec Inc.
|
5,067,593
|
|||
Total
|
$
|
16,262,498
|
|
(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.
|
June 30, 2021
|
||||
Entities
|
||||
Sayona Mining Limited
|
$
|
64,626
|
||
Sayona Quebec Inc.
|
—
|
|||
Total
|
$
|
64,626
|
2021
|
||||
From inception through March 31,
|
||||
Other income
|
$
|
74,379
|
||
Net loss from operations
|
(324,754
|
)
|
||
Other comprehensive loss
|
(157,224
|
)
|
||
Comprehensive loss
|
(481,979
|
)
|
||
As of March 31,
|
||||
Current assets
|
9,710,517
|
|||
Non-current assets
|
17,718,789
|
|||
Current liabilities
|
4,746,137
|
|||
Non-current liabilities
|
24,285
|
6. |
TRADE AND OTHER PAYABLES
|
|
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
|
7. |
LONG-TERM DEBT
|
June 30, 2021
|
||||
2022
|
$
|
1,085,142
|
||
2023
|
641,955
|
|||
2024
|
544,514
|
|||
2025
|
39,935
|
|||
Total
|
$
|
2,311,546
|
8. |
LEASES
|
As of and for the Years
Ended June 30,
|
||||||||
2021
|
2020
|
|||||||
Assets
|
||||||||
Right-of-use assets - operating lease
|
$ |
139,797
|
$ |
268,610
|
||||
Liabilities
|
||||||||
Current
|
140,435
|
135,947
|
||||||
Non-current
|
—
|
133,663
|
||||||
Operating lease liabilities
|
140,435
|
269,610
|
||||||
Statements of Operations
|
||||||||
Operating lease cost
|
|
165,456
|
|
156,456
|
||||
Short-term lease cost
|
78,583
|
32,673
|
||||||
Sublease income
(1)
|
120,752
|
29,906
|
||||||
Other Information
|
||||||||
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
|
||||
Weighted-average remaining lease term (in months)
|
|
11.05
|
|
22.96
|
||||
Weighted-average discount rate
|
10.00
|
%
|
10.00
|
%
|
|
(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.
|
June 30, 2021
|
||||
2022
|
$
|
147,506
|
||
Total future minimum lease payments
|
147,506
|
|||
Interest included within lease payments
|
(7,071
|
)
|
||
Total operating lease liabilities
|
$
|
140,435
|
9. |
LOSS PER SHARE
|
|
Years Ended June 30,
|
|||||||
|
2021
|
2020
|
||||||
Net loss
|
$
|
(19,993,848
|
)
|
$
|
(5,879,152
|
)
|
||
Weighted average shares:
|
||||||||
Weighted average common shares outstanding, basic
(1)
|
13,551,150
|
8,283,567
|
||||||
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)
|
13,551,150
|
8,283,567
|
||||||
|
||||||||
Basic and diluted loss per weighted 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.
|
10. |
EQUITY
|
|
Number of
Shares
|
Weighted-Average Issue Price
|
|||||
Balance at June 30, 2019
|
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
|
109,399
|
—
|
|||||
Conversion of performance rights
|
25,000
|
—
|
|||||
Balance at June 30, 2020
|
10,356,762
|
||||||
Australia share placement (August 2020)
(1)
|
1,200,000
|
AUD 9.00
(2)
|
|||||
U.S. public offering (October 2020)
(1)
|
2,300,000
|
$25.00
|
|||||
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)
|
22,500
|
— | |||||
Conversion of performance rights
|
5,000
|
—
|
|||||
Balance at June 30, 2021
|
15,764,533
|
|
(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
|
Years Ended June 30,
|
||||||||
2021
|
2020
|
|||||||
Exploration and evaluation expenses
|
$
|
495,031
|
$
|
171,151
|
||||
General and administrative expenses
|
824,341
|
299,788
|
||||||
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.
|
|
Shares
|
Weighted-
Average
Exercise Price
(per share)
|
Weighted-Average
Remaining
Contractual Term
(in years)
|
Aggregate
Intrinsic Value
|
||||||||||||
Outstanding at June 30, 2019
|
846,500
|
$
|
13.77
|
1.1
|
$
|
64.39
|
||||||||||
Granted
|
259,500
|
16.15
|
— |
62.01
|
||||||||||||
Exercised or Settled
|
(315,000
|
)
|
7.71
|
— |
70.45
|
|||||||||||
Expired
|
(254,750
|
)
|
17.13
|
— |
61.03
|
|||||||||||
Outstanding at June 30, 2020
|
536,250
|
|
16.88
|
1.6
|
|
61.28
|
||||||||||
Granted
|
135,004
|
35.14
|
— |
43.02
|
||||||||||||
Exercised or Settled
|
(15,000
|
)
|
12.38
|
— |
65.78
|
|||||||||||
Expired
|
(263,750
|
)
|
15.97
|
— |
62.19
|
|||||||||||
Outstanding at June 30, 2021
|
392,504
|
|
21.16
|
4.1
|
|
57.00
|
||||||||||
Vested at June 30, 2021
|
261,500
|
|
14.08
|
1.4
|
|
64.08
|
Years Ended June 30,
|
||||||
2021
|
2020
|
|||||
Assumptions:
|
||||||
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%
|
|
||
Assumed volatility
|
50.0%
|
|
70.0%
|
|
||
Expected dividend rate
|
0.0%
|
|
0.0%
|
|
Shares
|
Weighted-
Average Grant-
Date Fair Value
|
|||||||
Unvested at June 30, 2020
|
—
|
$
|
—
|
|||||
Granted
|
36,745
|
64.08
|
||||||
Vested
|
—
|
—
|
||||||
Forfeited
|
—
|
—
|
||||||
Unvested at June 30, 2021
|
36,745
|
$
|
64.08
|
|
• |
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.
|
Shares
|
Weighted-
Average Grant-
Date Fair Value
|
|||||||
Unvested at June 30, 2020
|
50,000
|
$
|
5.20
|
|||||
Granted
|
10,000
|
6.50
|
||||||
Vested
|
—
|
—
|
||||||
Forfeited
|
—
|
—
|
||||||
Unvested at June 30, 2021
|
60,000
|
$
|
5.42
|
12. |
EMPLOYEE BENEFIT PLAN
|
13. |
INCOME TAXES
|
Years Ended June 30,
|
||||||||
2021
|
2020
|
|||||||
Loss before income taxes and equity in
net loss of unconsolidated investments:
|
||||||||
Domestic
|
$ |
(17,601,419
|
)
|
$ |
(5,424,724
|
)
|
||
Foreign
|
(2,392,429
|
)
|
(454,427
|
)
|
||||
Total
|
$ |
(19,993,848
|
)
|
$ |
(5,879,151
|
)
|
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
|
(22,160
|
)
|
(13,801
|
)
|
||||
Non-deductible transaction costs
|
299,965
|
—
|
||||||
Permanent items
|
141,223
|
63,229
|
||||||
State taxes
|
(985,983
|
)
|
(338,078
|
)
|
||||
Change in valuation allowance
|
4,765,663
|
1,523,272
|
||||||
Income tax expense/(benefit)
|
$ |
—
|
$ |
—
|
|
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
|
|
(45,102
|
)
|
|
(78,938
|
)
|
||
Deferred tax liabilities
|
|
(45,102
|
)
|
|
(78,938
|
)
|
||
Net deferred tax asset (liability)
|
$ |
—
|
$ |
—
|
June 30,
|
||||||||
2021
|
2020
|
|||||||
Beginning balance
|
$
|
8,589,012
|
$
|
7,065,740
|
||||
Additions
|
4,765,663
|
1,523,272
|
||||||
Deductions
|
—
|
—
|
||||||
Ending balance
|
$
|
13,354,675
|
$
|
8,589,012
|
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
|
14. |
SEGMENT REPORTING
|
15. |
COMMITMENTS AND CONTINGENCIES
|
16. |
RELATED PARTIES
|
17. |
SUBSEQUENT EVENTS
|
Item 9. |
Item 9A. |
Item 9B. |
|
• |
our Certificate of Incorporation specifies that the number of directors shall be determined from time to time by the Board, which currently has set the number of directors at six;
|
|
• |
a majority of the Board must be independent within the meaning of the Nasdaq listing standards and each of our committees is to be comprised of independent directors;
|
|
• |
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.
|
•
|
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 approve the design of other benefit plans pertaining to executive officers;
|
•
|
approve, amend or modify the terms of other compensation and benefit plans as appropriate;
|
•
|
review and recommend to the Board employment and severance arrangements for executive officers, including employment agreements and change-in-control provisions, plans or agreements;
|
•
|
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 Compensation Committee’s charter and recommend changes to the Board as appropriate.
|
|
• |
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 the criteria that may be needed in the future;
|
|
• |
identify, review the qualifications of, and recruit director candidates for election to the Board;
|
|
• |
assess the qualifications, contributions and independence of incumbent directors in determining 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 candidates recommended for the Nominating and Corporate Governance Committee’s consideration by the Company’s stockholders;
|
|
• |
recommend to the Board the Company’s director candidates for election or reelection to the Board at each annual meeting of stockholders;
|
|
• |
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.
|
Name
|
Age
|
Current Position
|
||
Keith Phillips
|
61
|
President and Chief Executive Officer
|
||
Patrick Brindle
|
44
|
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 Operating Officer
|
||
Michael White
|
49
|
Executive Vice President and Chief Financial Officer
|
Name and Principal Position
|
Year
|
Salary
($)
|
Stock Awards
($)
|
Option Awards
($) |
Non-Equity
Incentive Plan
Compensation
($)
|
All Other
Compensation
($)
|
Total
(1)
($) |
|||||||||||||
Keith Phillips
|
2021
|
281,250
|
327,640
|
523,266
|
172,500
|
63,511
|
1,368,167
|
|||||||||||||
President and Chief Executive Officer
|
2020
|
250,000
|
81,228
|
74,266
|
100,000
|
41,954
|
547,448
|
|||||||||||||
Patrick Brindle
|
2021
|
227,500
|
137,580
|
219,766
|
70,900
|
68,312
|
724,058
|
|||||||||||||
Executive Vice President and Chief Development Officer
|
2020
|
210,000
|
73,106
|
60,341
|
50,000
|
8,400
|
401,847
|
|||||||||||||
Lamont Leatherman
|
2021
|
215,000
|
65,640
|
104,644
|
50,000
|
20,437
|
455,621
|
|||||||||||||
Vice President and Chief Geologist
|
2020
|
210,000
|
81,228
|
74,266
|
—
|
—
|
365,494
|
(1)
|
These figures include Company 401(k) contributions, all insurances and HRA reimbursements.
|
|
• |
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.
|
|
• |
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 governance standards and rigorous processes that encourage prudent decision-making.
|
|
• |
Commitment to culture
—Our program must recognize the importance of building culture and teamwork as a significant long-term goal of the Company.
|
Pay Element
|
How It’s Paid
|
Purpose
|
|||
Base Salary
|
Cash
(Fixed) |
Provide a competitive base salary rate relative to similar positions in the market and enable the Company to attract and retain critical executive talent.
|
|||
Annual Incentives
|
Cash
(Variable) |
Reward executives for delivering on annual strategic objectives that drive our business strategy and contribute to the creation of stockholder value.
|
|||
Long-Term Incentives
|
Equity
(Variable) |
Provide incentives for executives to execute on longer-term goals that drive the creation of stockholder value and support the Company’s leadership retention strategy.
|
Option Awards
|
Stock Awards
|
|||||||||||||||||||
Name
|
Number of securities underlying unexercised options
exercisable
(#)
|
Number of securities
underlying
unexercised
options
unexercisable
(#)
|
Option
exercise
price
($)
|
Option
expiration
date
|
Number of shares or
units of
stock that
have not
vested
(#)
|
Market
value of
shares of
units of
stock that
have not
vested
($)
|
||||||||||||||
Keith Phillips
|
60,000
|
—
|
12.38
|
12/31/2022
|
||||||||||||||||
15,000
|
81,228
|
|||||||||||||||||||
30,000
|
—
|
18.57
|
6/10/2022
|
|||||||||||||||||
5,344
|
327,640
|
|||||||||||||||||||
10,786
|
65.00
|
5/19/2031
|
||||||||||||||||||
Patrick Brindle
|
15,000
|
—
|
12.38
|
12/31/2022
|
||||||||||||||||
15,000
|
73,106
|
|||||||||||||||||||
4,530
|
65.00
|
5/19/2031
|
||||||||||||||||||
2,244
|
137,580
|
|||||||||||||||||||
Lamont Leatherman
|
30,000
|
—
|
12.38
|
12/31/2022
|
||||||||||||||||
15,000
|
81,228
|
|||||||||||||||||||
2,157
|
65.00
|
5/19/2031
|
||||||||||||||||||
1,069
|
65,540
|
Name
|
Fees Earned or Paid in Cash
($)
|
Stock Awards
($)
|
Option
Awards
($)
|
All Other Compensation
($)
|
Total
($)
|
||||||||||||
Ian Middlemas
(1)
|
12,771 |
—
|
—
|
—
|
12,771
|
||||||||||||
Anastasios Arima
(2)
|
88,333 |
—
|
—
|
12,177 |
100,510
|
||||||||||||
Jorge Beristain
|
40,000 |
—
|
—
|
—
|
40,000
|
||||||||||||
Levi Mochkin
(3)
|
36,928 |
—
|
—
|
3,508 |
40,436
|
||||||||||||
Jeffrey Armstrong
|
30,000
|
105,000
|
—
|
—
|
135,000
|
||||||||||||
Todd Hannigan
(4)
|
16,617
|
70,000
|
—
|
—
|
86,617
|
||||||||||||
Claude Demby
(5)
|
7,875
|
—
|
—
|
—
|
7,875
|
||||||||||||
Susan Jones
(6)
|
7,000
|
—
|
—
|
—
|
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.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
Shares Beneficially Owned
(1)
|
||||||||
Number
|
Percent
|
|||||||
Officers and Directors:
|
||||||||
Keith Phillips
(2)
|
171,715
|
1.1
|
%
|
|||||
Patrick Brindle
(3)
|
40,386
|
*
|
||||||
Lamont Leatherman
(4)
|
51,095
|
*
|
||||||
Jeffrey Armstrong
|
20,000
|
*
|
||||||
Jorge Beristain
|
30,460
|
*
|
||||||
Susan Jones
|
4,000
|
*
|
||||||
Claude Demby
|
—
|
*
|
||||||
Todd Hannigan
|
356,279
|
2.2
|
%
|
|||||
Officers and directors as a group (14 persons)
|
707,553
|
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 $12.38 each on or before December 31, 2022).
|
|
(a)
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(1)
|
(b)
Weighted-average
exercise price of
outstanding options,
warrants and rights
(2)
|
(c)
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in
column (a))
|
|||||||||
Plan category |
(#)
|
($)
|
(#)
|
|||||||||
Equity compensation plans approved by security holders
|
495,833
|
16.75
|
2,504,167
|
|||||||||
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.
|
|
• |
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 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 of us and enterprises that have a member of key management in common with us.
|
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.
|
Item 15. |
|
(a) |
The following documents are filed as a part of this report:
|
|
(1) |
Financial Statements
|
|
(2) |
Financial Statement Schedules
|
|
(3) |
Exhibits:
|
Exhibit
Number
|
Description
|
Amended and Restated Certificate of Incorporation of Piedmont Lithium Inc. (filed with the SEC as Exhibit 3.1 to the Company’s Current Report on Form 8-K12B filed on May 18, 2021)
|
|
Amended and Restated Bylaws of Piedmont Lithium Inc. (filed with the SEC as Exhibit 3.2 to the Company’s Current Report on Form 8-K12B filed on May 18, 2021)
|
|
Description of Securities
|
|
Piedmont Lithium Inc. 2021 Stock Incentive Plan (filed with the SEC as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 18, 2021)
|
|
Executive Employment Agreement, dated as of September 22, 2021, by and between Keith Phillips, Piedmont Lithium Inc. and Piedmont Lithium Carolinas, Inc.
|
|
Executive Employment Agreement, dated as of June 4, 2021, by and between Michael White and Piedmont Lithium Inc. (filed with the SEC as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June
4, 2021)
|
|
Executive Employment Agreement, dated as of September 22, 2021, by and between Bruce Czachor and Piedmont Lithium Inc. and Piedmont Lithium Carolinas, Inc.
|
|
10.5*
|
Executive Employment Agreement, dated as of September 22, 2021, by and between Patrick Brindle and Piedmont Lithium Inc. and Piedmont Lithium Carolinas, Inc.
|
List of Subsidiaries of Piedmont Lithium Inc.
|
|
Consent of Independent Registered Public Accounting Firm
|
|
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
101.INS
|
XBRL Instance Document - - embedded within the Inline XBRL document
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
* |
Filed herewith.
|
+ |
Indicates management contract or compensatory plan.
|
Item 16. |
Piedmont Lithium Inc.
|
||
Date: September 24, 2021
|
By:
|
/s/ Keith Phillips |
Keith Phillips
|
||
President and Chief Executive Officer
(Principal Executive Officer)
|
Name
|
Title
|
Date
|
||
/s/ Keith Phillips |
President and Chief Executive Officer and Director
|
September 24, 2021 | ||
Keith Phillips
|
(Principal Executive Officer)
|
|||
/s/ Michael White
|
Chief Financial Officer
|
September 24, 2021 | ||
Michael White
|
(Principal Financial Officer and
Principal Accounting Officer)
|
|||
/s/ Jeffrey Armstrong
|
Chairman and Director
|
September 24, 2021 | ||
Jeffrey Armstrong
|
||||
/s/ Jorge Beristain
|
Director
|
September 24, 2021 | ||
Jorge Beristain
|
||||
/s/ Claude Demby
|
Director
|
September 24, 2021 | ||
Claude Demby
|
||||
/s/ Todd Hannigan
|
Director
|
September 24, 2021 | ||
Todd Hannigan
|
||||
/s/ Susan Jones
|
Director
|
September 24, 2021 | ||
Susan Jones
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
No Customers Found
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Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|