Month: November 2024

Creates a Leading North American Lithium Producer and Developer

• Piedmont and Sayona to combine in all-stock merger with ownership split of approximately 50% / 50% on a fully diluted basis immediately post-merger and prior to the conditional equity raising
• Creating a leading North American hard rock lithium producer with geographically advantaged spodumene resources of global scale
• Simplified corporate structure aligns North American Lithium (“NAL”) offtake economics, and removes contractual complexities
• Unified ownership of NAL unlocks the potential for a significant brownfield expansion
• Combined scale provides strategic flexibility to combine and optimize downstream strategies
• Material corporate, logistics, marketing, and procurement synergies
• Significantly strengthened balance sheet with two stage equity financing, with post-merger raise led by cornerstone subscription from Resource Capital Fund VIII L.P. (“RCF VIII”), associated with Resource Capital Funds (“RCF”), a critical minerals and mining-focused global investment firm
• MergeCo will endeavor to complete an additional equity raise for eligible retail shareholders post-closing

BELMONT, North Carolina, November 18, 2024 – Piedmont Lithium Inc. (“Piedmont” or the “Company”) (NASDAQ: PLL; ASX: PLL), a leading North American supplier of lithium products critical to the U.S. electric vehicle supply chain, and Sayona Mining Limited (“Sayona”) (ASX: SYA) announce the signing of a definitive agreement (the “Merger Agreement”) to combine the two companies to create a leading lithium business, resulting in Sayona being the ultimate parent entity (“MergeCo”) (the “Transaction”).

The Transaction will result in an approximate 50% / 50% equity holding of shareholders of Piedmont and Sayona (on a fully diluted basis) in MergeCo immediately following the closing of the Transaction. Piedmont will be undertaking a proposed capital raise of ~US$27 million. Sayona is undertaking a capital raise of A$40 million (~US$27 million). Upon closing of the Transaction, Sayona will also undertake a conditional placement (“Conditional Placement”) for A$69 million in MergeCo to Resource Capital Fund VIII L.P. (“RCF VIII”). The placement is subject to completion of the Transaction and requisite Sayona shareholder approval and other conditions. The equity raisings, aggregating to approximately US$99million, plan to ensure MergeCo is well positioned to accelerate growth within its enlarged portfolio.

Completion of the Transaction is subject to shareholder approval for both companies and is expected to close in the first half of CY2025. A proxy statement containing important information about the Merger will be dispatched to Piedmont shareholders and filed with the U.S. Securities and Exchange Commission prior to a Piedmont shareholder meeting to seek approval of the Transaction. An Extraordinary General Meeting (“EGM NoM”) of Sayona shareholders is expected to be held in the first half of calendar year 2025 to seek, amongst other things, approval of the Transaction.

Piedmont Lithium’s President and Chief Executive Officer, Keith Phillips, said: “This merger combines two complementary businesses and will create a larger and stronger company. MergeCo will be North America’s largest lithium producer and will have an attractive growth profile with three DFS-stage development projects and an exciting near-term brownfield expansion opportunity at NAL. The merger financing, corner-stoned by leading mining private equity group RCF, will enable us to weather the current industry downturn while making intelligent investments in our growth projects to be positioned for the recovery in lithium markets that we expect in the medium-term. MergeCo will be domiciled in Australia, but will maintain a listing on Nasdaq and a strong commitment to our Carolina Lithium project and our U.S. headquarters in Belmont, North Carolina.”

Sayona’s Chief Executive Officer and Managing Director, Lucas Dow, said: “This merger marks a transformative step for Sayona and Piedmont, creating a leading North American lithium producer with the scale and capabilities to meet the growing demand for lithium products. We believe our combined resources and expertise will enable us to deliver significant value to our shareholders and stakeholders. We are excited about the opportunities this merger presents to accelerate our growth plans and enhance our strategic flexibility.”

Piedmont Lithium Board Unanimously Recommend the Transaction

The Merger Agreement and the Transaction have been unanimously approved by the board of directors of Piedmont (“Piedmont Board of Directors”). The Piedmont Board of Directors unanimously recommend shareholders vote in favor of the Transaction and intend to vote, or procure the voting of, any Piedmont shares held by them in favor of the Transaction, in each case subject to a superior proposal.

Strategic Rationale for the Merger

A combination between Piedmont and Sayona will create a simpler and stronger lithium business that is well-positioned to grow through cycles. The combination delivers scale, optimization and growth potential by creating the largest producer of hard rock lithium in North America.

• Creates largest hard rock lithium producer in North America with compelling growth profile
  • Currently the largest producing hard rock lithium miner in North America
  • Significant combined lithium Ore Reserve estimate totaling 70.4Mt @ 1.15% Li₂O and Mineral Resource estimate totaling 153.5Mt @ 1.15% Li₂O (Measured and Indicated) and 51.4Mt @ 1.07% Li₂O (Inferred)^[1]
  • Three high-quality development projects and the potential for brownfield expansion of NAL
• Economic alignment to pursue NAL brownfield expansion
  • Consolidated NAL offtake economics
  • Early, internal studies commenced, underpinned by a significant resource base
  • Low capital intensity with a lower cost base and shorter permitting process than identified greenfield projects
• Simplified corporate structure and shared benefits of synergies
  • Optimized logistics and procurement with potential to deliver lower operating costs
  • Marketing synergies expected through significantly expanded customer relationships
• Strengthened balance sheet with ability to fund and accelerate growth projects
  • Capital raising provides MergeCo with funding runway to operate
  • MergeCo go forward funding strategy is expected to focus on introducing strategic project-level partners with technical and funding capability and progressing non-dilutive sources of funding

Transaction Structure

The Transaction will be implemented by way of an Agreement and Plan of Merger between Piedmont and Sayona. A newly formed subsidiary of Sayona will merge with Piedmont Lithium which will result in Sayona Mining Limited being the ultimate parent entity of the merged group and will continue to be domiciled in Australia, with an ASX primary listing and a Nasdaq secondary listing of American depository shares (“ADSs”).

Under the terms of the Transaction, existing holders of Piedmont Lithium shares of common stock will receive Sayona ADSs corresponding to 527 Sayona ordinary shares for each Piedmont share of common stock held and existing holders of Piedmont Lithium CHESS Depository Interests (“CDIs”) will receive 5.27 Sayona Mining Limited ASX listed ordinary shares (instead of an ADS) for each Piedmont Lithium CDI held. The Transaction will result in an approximate 50% / 50% equity holding of shareholders of Sayona and Piedmont in MergeCo (on a fully diluted basis), prior to the Conditional Placement.

Governance and Leadership

Upon completion of the Merger, Lucas Dow will become the CEO and Managing Director of MergeCo and Keith Phillips will become a Strategic Advisor to MergeCo for a transition period.

The MergeCo Board will initially consist of 8 members, including (i) 4 directors to be appointed by Piedmont who will be deemed as independent by the Piedmont board, and one of which will be Chair of the MergeCo Board, and (ii) 4 directors to be appointed by Sayona, at least two of which will be deemed as independent by the Sayona board and one of which will be Lucas Dow, CEO of MergeCo.^[2]

Independent directors, who are appropriately qualified individuals having regard to MergeCo’s compliance requirements, will serve as the chairpersons of the Audit and Risk Committee, the Nomination Committee and the Remuneration Committee of MergeCo.

MergeCo will have a global presence with corporate headquarters in Brisbane, Australia, and offices in Belmont, North Carolina and Montreal, Quebec. Subject to shareholder approval of the Transaction, MergeCo is intended to be renamed at, or shortly after, the Transaction completion.

Closing Conditions and Timing

The Transaction has been unanimously approved by both the Piedmont and Sayona Boards of Directors. The Transaction is expected to close during the first half of calendar year 2025.

Closing of the Transaction is subject to:

• Approval by Piedmont and Sayona shareholders;
• International regulatory approvals, including approval from the Committee on Foreign Investment in the United States (“CFIUS”), approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”) and approval under the Investment Canada Act;
• Any required ASIC or ASX relief;
• Effectiveness of the proxy statement/prospectus with the U.S. Securities and Exchange Commission; and
• Other customary conditions for a transaction of this nature.

The Merger Agreement includes reciprocal exclusivity arrangements (including notification obligations) in favor of both parties, a matching right regime in favor of both parties and mutual termination fees in favor of both parties. The exclusivity arrangements are subject to customary exceptions that enable the directors of Piedmont and Sayona to comply with their respective fiduciary and/or statutory duties, including in respect of a superior proposal.

Piedmont and Sayona shareholders do not need to take any action at this time. A disclosure document containing important information about the Transaction will be dispatched to Piedmont shareholders and filed with the U.S. Securities and Exchange Commission in due course. A notice of meeting containing important information about the Transaction (“EGM NoM”) will be dispatched to Sayona shareholders and released on ASX in due course, likely in the first half of CY2025.

Further details of the terms and conditions of the Transaction are set out in the Merger Agreement, a copy of which is attached to this announcement.

Equity Raising Overview

As part of the merger, the parties intend to raise equity capital aggregating to approximately US$99 million in a series of transactions.

Piedmont intends to undertake an equity raising of approximately A$40 million (~US$27 million) (the “Piedmont Placement”) (before costs).

The funds from the Piedmont Placement will be applied to fund Piedmont’s standalone expenditures to closing of the Merger, including:

• Progress Ewoyaa and Carolina development, including permit approvals
• Select NAL capital projects to optimize production
• General corporate purposes

In addition to the Transaction, Sayona is separately undertaking a fully underwritten unconditional institutional placement to raise approximately A$40 million (~US$27 million) (the “Sayona Unconditional Placement”) (before costs) through the issue of approximately 1,250.0 million new shares in Sayona (“New Shares”) utilizing Sayona’s available capacity under ASX Listing Rule 7.1.

Further, and conditional on closing of the Merger, MergeCo is undertaking a conditional placement to RCF VIII to raise approximately A$69 million (~US$45 million) (before costs) (the “Conditional Placement”) via the issue of new fully paid ordinary shares in MergeCo. A summary of the terms to the subscription agreement which RCF VIII has entered into can be found in Sayona’s ASX announcement dated 19 November 2024. If the Conditional Placement completes on its terms, then RCF VIII will be entitled to certain information rights and to nominate an observer to the Board. The Conditional Placement will be subject to Sayona shareholder approval for the purposes of the ASX Listing Rules at an extraordinary general meeting (“EGM”), and completion of the proposed Merger in accordance with the terms and conditions of the Merger Agreement among other customary conditions. Full details of the Conditional Placement will be set out in Sayona’s EGM notice of meeting which is expected to be released to the ASX and dispatched to eligible shareholders in the first half of calendar year 2025.

Please refer to Sayona’s ASX announcements for further information.

In addition, and also conditional on closing of the Merger, MergeCo is considering undertaking a further equity raising of up to US$15 million that will enable eligible MergeCo securityholders to participate in an equity financing of MergeCo.

Funds raised through the Conditional Placement will be applied to value accretive spending which will be pursued by MergeCo such as preliminary studies for the NAL brownfield expansion and activities to progress the Ewoyaa, Carolina, and Moblan projects. Further details on the proposed application of funds for the equity raising can be found in the investor presentation lodged on the ASX dated November 19, 2024.

Any securities to be offered in the Piedmont Placement will not be and have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Timetable

Events	Date
Trading halt and announcement of Merger and Capital Raising	19 November 2024
Sayona EGM	1H CY2025
Piedmont shareholder meeting	1H CY2025
Merger Effective Date	1H CY2025
Completion of Conditional Placement	1H CY2025
Anticipated announcement of further equity raising	1H CY2025

The above timetable is indicative only. Piedmont and Sayona reserve the right to amend any or all of these dates at their absolute discretion, subject to the Corporations Act 2001 (Cth), the ASX Listing Rules and any other applicable laws. The quotation of new CDIs is subject to confirmation from the ASX.

Additional Information

Further details of the Transaction and the equity raisings are set out in the Investor Presentation also provided to the ASX today. The Investor Presentation contains important information including key risks and foreign selling restrictions with respect to the equity raisings.

Conference Calls

Piedmont and Sayona management will host joint calls to discuss the Transaction.

The Sayona hosted joint conference call will be held during Australian business hours at 2:30PM AEDT on 19 November 2024. Investors and analysts can access the live webcast at https://webcast.openbriefing.com/ms-mu-2024/

The Piedmont hosted joint conference call will be held during U.S. business hours at 8:30AM ET on 19 November 2024. Investors and analysts can access the live webcast at https://webcast.openbriefing.com/ms-mu-2024/

Advisors and Counsel

J.P. Morgan is acting as exclusive financial advisor and Gibson Dunn, Thomson Geer, and Bennett Jones are acting as legal counsel to Piedmont.

Morgan Stanley is acting as exclusive financial advisor and Herbert Smith Freehills, Baker Botts and McCarthy Tétrault are acting as legal counsel to Sayona.

Canaccord Genuity is acting as equity capital markets advisor to the Transaction.

About Piedmont

Piedmont Lithium Inc. (Nasdaq: PLL; ASX: PLL) is developing a world-class, multi-asset, integrated lithium business focused on enabling the transition to a net zero world and the creation of a clean energy economy in North America. Our goal is to become one of the largest lithium hydroxide producers in North America by processing spodumene concentrate produced from assets where we hold an economic interest. Our portfolio of projects includes our wholly owned Carolina Lithium project in the United States and partnerships in Quebec with Sayona Mining (ASX: SYA) and in Ghana with Atlantic Lithium (AIM: ALL; ASX: A11). We believe these geographically diversified operations help us to play a pivotal role in supporting America’s move toward energy independence and the electrification of transportation and energy storage. For more information, follow us on Twitter @PiedmontLithium and visit www.piedmontlithium.com.

About Sayona

Sayona Mining Limited is a North American lithium producer (ASX:SYA; OTCQB:SYAXF), with projects in Québec, Canada and Western Australia. In Québec, Sayona’s assets comprise North American Lithium together with the Authier Lithium Project and the Tansim Lithium Project, supported by a strategic partnership with American lithium developer Piedmont Lithium Inc. Sayona also holds a 60% stake in the Moblan Lithium Project in northern Québec. In Western Australia, the company holds a large tenement portfolio in the Pilbara region prospective for gold and lithium. Sayona is exploring for Hemi style gold targets in the world class Pilbara region, while its lithium projects include Company-owned leases and those subject to a joint venture with Morella Corporation. For more information, please visit https://sayonamining.com.au/

About RCF 

For more than 25 years, RCF has pioneered private equity investment in critical minerals and mining and forged partnerships with investors, innovators, and miners to mobilize capital into the mining sector. As a global alternative investment firm, we aim to deliver superior returns for all stakeholders. We believe metals and mining are essential for the energy transition, supporting industrialization worldwide and serving as the bedrock for human civilization and advancement, driving growth and innovation in a rapidly evolving landscape. For more information, visit www.resourcecapitalfunds.com

Forward Looking Statements

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Generally, the words “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “contemplate,” “predict,” “forecast,” “likely,” “believe,” “target,” “will,” “could,” “would,” “should,” “potential,” “may” and similar expressions or their negative, may, but are not necessary to, identify forward-looking statements.

Such forward-looking statements, including those regarding the timing, consummation and anticipated benefits of the transaction described herein, involve risks and uncertainties. The Company’s experience and results may differ materially from the experience and results anticipated in such statements. The accuracy of such statements is subject to a number of risks, uncertainties and assumptions including, but are not limited to, the following factors: the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required approvals of the transaction from the stockholders of the Company or from regulators (including from the Australian court hearing) are not obtained; litigation relating to the transaction; uncertainties as to the timing of the consummation of the transaction and the ability of the Company to consummate the transaction; risks that the proposed transaction disrupts the current plans or operations of the Company; the ability of the Company to retain and hire key personnel; competitive responses to the proposed transaction; unexpected costs, charges or expenses resulting from the transaction; potential adverse reactions or changes to relationships with customers, suppliers, distributors and other business partners resulting from the announcement or completion of the transaction; the Company’s ability to achieve the synergies expected from the transaction, as well as delays, challenges and expenses associated with integrating the existing businesses; the impact of overall industry and general economic conditions, including inflation, interest rates and related monetary policy by governments in response to inflation; ability of the Company to commercially extract mineral deposits; 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); uncertainty about the Company’s ability to obtain required capital to execute its business plan; changes in the market prices of lithium and lithium products; changes in technology or the development of substitute products; geopolitical events, and regulatory, economic and other risks associated therewith, as well as broader macroeconomic conditions. Other factors that might cause such a difference include those discussed in the Company’s filings with the Securities and Exchange Commission (the “SEC”), which include its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and in the proxy statement to be filed in connection with the proposed transaction. For more information, see the section entitled “Risk Factors” and the forward looking statements disclosure contained in the Company’s Annual Reports on Form 10-K and in other filings. The forward-looking statements included in this communication are made only as of the date hereof and, except as required by the ASX Listing Rules, federal securities laws and rules and regulations of the SEC, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information and Where to Find It

In connection with the Merger, the Company intends to file with the SEC and mail or otherwise provide to its stockholders a proxy statement regarding the proposed transaction. The Company also plans to file other relevant documents with the SEC regarding the proposed transaction. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and stockholders will be able to obtain free copies of these documents (if and when available), and other documents containing important information about the Company and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the Company’s website at www.piedmontlithium.com or by contacting the Company’s Investor Relations Department by email at info@piedmontlithium.com or by phone at +1 (704) 461-8000.

Participants in the Solicitation

The Company and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of the Company is set forth in the Company’s proxy statement for its 2024 annual meeting of stockholders, which was filed with the SEC on April 28, 2023, and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 1, 2023, as amended on April 25, 2023. You can obtain a free copy of these documents from the Company using the contact information above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the proxy statement carefully when it becomes available before making any voting decisions. You may obtain free copies of these documents from the Company using the contact information indicated above.

No Offer or Solicitation

This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The proposed transaction will be implemented solely pursuant to the terms and conditions of the arrangement agreement, which contain the full terms and conditions of the proposed transaction.

Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred Mineral Resources

The information contained herein and previously reported by North American Lithium has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. The terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are Canadian mining terms defined in accordance with the requirements of NI 43-101. 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 promogulated in its S-K 1300 standards. While the guidelines for reporting mineral resources, including subcategories of measured, indicated, and inferred resources, are largely similar for NI 43-101 and S-K 1300 standards, information contained herein that describes North American Lithium’s mineral deposits is not fully comparable to similar information made public by U.S. companies subject to reporting and disclosure requirements under the U.S. federal securities laws and the rules and regulations thereunder. Piedmont does not guaranty or verify the accuracy of any of the historical reporting of North American Lithium.

Annexure 1
Piedmont and Sayona Mineral Resources

Mineral Resources (100% basis) – Piedmont

Piedmont’s current Ore Reserves and Mineral Resource Estimates (reported by Piedmont or its joint venture partners in accordance with the JORC Code (2012 edition)) are set out below (reported on a 100% basis).

The information in this announcement that relates to the ore reserves and mineral resource estimates of Piedmont’s Carolina Lithium project has been extracted from the ASX announcement “Piedmont Completes BFS of the Carolina Lithium Project” released on 15 December 2021 which is available at www.asx.com.au.

Piedmont confirms that it is not aware of any new information or data that materially affects the information included in that market announcement and that all material assumptions and technical parameters underpinning the estimates in that market announcement continue to apply and have not materially changed. Piedmont confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from that market announcement.

Mineral Resources

Ore Reserves

Mineral Resources (100% basis) – Sayona

Sayona’s current Ore Reserve Estimates and Mineral Resource Estimates (reported by Sayona in accordance with the JORC Code (2012 edition)) are set out below (reported on a 100% basis).

The information in this announcement that relates to the ore reserves and mineral resource estimates of Sayona’s projects (i.e. NAL, Authier and Moblan) has been extracted from the ASX announcement titled “Annual Report to Shareholders” released on 27 August 2024 and which is available at www.asx.com.au.

Sayona confirms that it is not aware of any new information or data that materially affects the information included in that market announcement and that all material assumptions and technical parameters underpinning the estimates in that market announcement continue to apply and have not materially changed. Sayona confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from that market announcement.

Mineral Resources

Ore Reserves

1. Combined Piedmont and Sayona spodumene Ore Reserves and Mineral Resource Estimates (in the measured and indicated category, inclusive of Ore Reserves). Ore Reserves and Mineral Resource Estimates reported in accordance with the JORC code. Metrics as reported and shown on a net attributable basis, refer to supporting information in Annexure 1.

2. Sayona Mining shareholders will be asked to vote on a resolution removing the casting vote of the Sayona Chair at the upcoming Sayona Annual General Meeting to be held on Thursday, November 28, 2024. However, upon closing of the Transaction, if the Sayona constitution continues to provide the Chair of the Sayona board with a casting vote on resolutions before the Sayona board of directors, Piedmont has confirmed that such casting vote shall not, at any point in time, be exercised.

For further information, contact:

Sayona Mining
Andrew Barber
Director of Investor Relations
T: +617 3369 7058
E: ir@sayonamining.com.au

NAL Production & Safety Records; Strong Commercial Performance for Company

• NAL set new quarterly record for production (~52,100 dmt) and mill utilization (91%); lithium recovery steady (67%)
• Piedmont had record shipments of approximately 31,500 dmt of spodumene concentrate and recorded revenue of $27.7 million in Q3’24
• Piedmont achieved industry-leading price realizations in Q3’24 in difficult market environment
• Piedmont continued to improve operating costs and reduce capital expenditures and investments in Q3’24
• Carolina Lithium positioned to benefit from the U.S. Department of the Treasury’s 45X final rule guidance
• Ewoyaa Lithium Project received Ghanaian Mine Operating Permit and EPA Permit
• Piedmont recorded $64.4 million in cash and cash equivalents as of September 30, 2024
• Piedmont entered into a non-dilutive $25 million working capital facility with a trading company partner

Belmont, North Carolina, November 12, 2024 – Piedmont Lithium Inc. (“Piedmont,” the “Company,” “we,” “our,” or “us”) (Nasdaq: PLL; ASX: PLL), a leading North American supplier of lithium products critical to the U.S. electric vehicle supply chain, today reported its third quarter 2024 financial results.

Piedmont shipped approximately 31,500 dry metric tons (“dmt”) of spodumene concentrate (~5.4% Li₂O) associated with spot shipments in Q3’24 and recognized $27.7 million in revenue. The Company’s realized price per ton was $878 in Q3’24, which outperformed industry peers during the quarter. Piedmont expects to ship approximately 41,000 to 55,000 dmt of spodumene concentrate in Q4’24, resulting in total shipments of approximately 102,000 to 116,000 dmt in 2024¹. Our Q4’24 shipments are expected to be long-term customer shipments or spot shipments structured to minimize downside risk. Production at North American Lithium (“NAL”) supports the Company’s Q4’24 shipment guidance.

NAL, North America’s largest operating spodumene mine, continued to achieve quarterly production records in Q3’24 following the achievement of steady-state production in June 2024. NAL produced approximately 52,100 dmt of spodumene concentrate during the quarter, up 5% from Q2’24, with recoveries remaining relatively steady at 67% in the quarter. Mill utilization achieved a new record high of 91%, benefiting from the recently completed crushed ore dome. The increased utilization rate also drove an improvement in unit operating costs, which declined by 15% quarter-over-quarter to US$729 when excluding the impact of inventory movements. Further, Sayona Mining Limited (“Sayona Mining”) reported an increase to NAL’s mineral resource estimate in Q3’24, including a significant increase in resources in the measured and indicated categories. NAL is jointly owned by Piedmont (25%) and Sayona Mining (75%).

Carolina Lithium remains the focus of the Company’s U.S. project development strategy following the receipt of the state mining permit in Q2’24 and the subsequent decision to shift the proposed Tennessee Lithium conversion capacity to the North Carolina project. Piedmont continues to pursue an air permit application currently under review by North Carolina’s Division of Air Quality, which would allow for up to 60,000 tons per year of lithium hydroxide production at Carolina Lithium. In addition, the U.S. Department of the Treasury recently issued final rules for the Inflation Reduction Act’s manufacturing credit (45X), which included modifications that could materially improve the after-tax economics of U.S. projects like Carolina Lithium.

¹ The timing of shipments is subject to shipping logistics, port and weather conditions, and customer requirements.

In Q3’24, our joint venture Ewoyaa Lithium Project (“Ewoyaa”) in Ghana received an environmental permit from Ghana’s Environmental Protection Agency (“EPA Permit”) and in October, received a Mine Operating Permit from the Ghanaian Minerals Commission. Development of the project remains subject to the outcome of the mining lease ratification by the Ghanaian Parliament, ongoing design work, additional regulatory approvals, prevailing market conditions, and project financing.

“We are very pleased with the continued quarterly progress at NAL, with new records set in Q3 for production and mill utilization rates. Production in Q3 benefited from the investments made at NAL during prior quarters, particularly the recently completed crushed ore dome, the availability of which also drove an improvement in unit operating costs,” said Keith Phillips, President and CEO of Piedmont Lithium. “In addition to the progress in operations, Sayona Mining announced a significant increase to the mineral resource estimate for NAL this quarter, indicating the potential for a brownfield expansion of annual production at some future point.”

“The third quarter was a successful one for Piedmont with a quarterly record of spodumene concentrate shipped via well-placed spot shipments that took advantage of the futures market. We expect to exceed Q3’s shipment record in Q4’24 to round out an excellent second half of the year,” said Phillips. “On the development side, Ewoyaa made key strides on the regulatory front, and we were heartened by the recent positive news from the U.S. Treasury that should provide material improvement to the economics of Carolina Lithium.”

“While lithium markets remain challenging, we have been successful in strengthening our financial position through reductions in operating costs, minimized spending on discretionary capital items, and the arrangement of low-cost working capital financing through a trading company partner,” added Phillips.

Third Quarter 2024 Financial Highlights

All references to dry metric tons (“dmt”) in this release relate to spodumene concentrate.

		Units		Q3’24			Q2’24			Q3’23
Sales
	Concentrate shipped	dmt thousands		31.5			14.0			29.0
	Revenue	$ millions		27.7			13.2			47.1
	Realized price(1)	$/dmt		878			945			1,624
	Li2O content(2)	%		5.4			5.5			5.3
	Realized cost of sales(3)	$/dmt		794			900			805
Profitability
	Gross profit	$ millions		2.7			0.6			23.8
	Gross profit margin	%		9.6			4.7			50.4
	Net (loss) income	$ millions		(16.7)			(13.3)			22.9
	Diluted EPS	$		(0.86)			(0.69)			1.19
	Adjusted net (loss) income(4)	$ millions		(8.1)			(12.7)			16.9
	Adjusted diluted EPS(4)	$		(0.42)			(0.65)			0.88
	Adjusted EBITDA(4)	$ millions		(8.7)			(13.2)			16.2
Cash
	Cash and cash equivalents(5)	$ millions		64.4			59.0			94.5

^{___________________________________________________________}

⁽¹⁾ Realized price is the average estimated price, net of certain distribution and other fees, which includes reference pricing data up to the respective period end and is subject to final adjustment. The final adjusted price may be higher or lower than the estimated average realized price based on future price movements.

⁽²⁾ Weighted average Li₂O content for shipments made during the respective period.

⁽³⁾ Realized cost of sales is the average cost of sales including Piedmont’s offtake pricing agreement with Sayona Quebec Inc. (“Sayona Quebec”) for the purchase of spodumene concentrate at a market price subject to a floor of $500 per dmt and a ceiling of $900 per dmt, adjustments for product grade, freight, and insurance.

⁽⁴⁾ See non-GAAP Financial Measures at the end of this release for a reconciliation of non-GAAP measures.

⁽⁵⁾ Cash and cash equivalents are reported as of the end of the period.

Third Quarter and Recent Business Highlights

Piedmont Lithium

• Shipped approximately 31,500 dmt (~5.4% Li₂O) of spodumene concentrate from NAL to customers in Q3’24 and recognized $27.7 million in revenue with a realized sales price of $878 per dmt. On an SC6 equivalent basis, our realized price per metric ton was $976.
• In July 2024, Piedmont streamlined its U.S. lithium hydroxide production plans in favor of deploying capital and technical resources more efficiently by shifting our proposed Tennessee Lithium conversion capacity to Carolina Lithium. We plan to leverage the North Carolina project by adding a second lithium hydroxide production train as part of a phased development approach on a measured timeline subject to market conditions.
• In September 2024, we entered into a working capital facility with a trading company partner, whereby we may borrow up to $25.0 million based on the value of committed volumes of spodumene concentrate shipped within the following twelve months. Borrowings are credited against the outstanding balance at the time vessels complete loading, which provides additional borrowing availability. Interest is payable quarterly at the rate of SOFR plus 2.4%.
• During the second half of 2024, we expanded our 2024 Cost Savings Plan and further reduced our workforce by 32% in October 2024. We expect to record restructuring charges in Q4’24 of approximately $0.6 million, which consists of $0.5 million in cash severance and employee benefits and $0.1 million in non-cash stock compensation expense. As part of our 2024 Cost Savings Plan, we reduced our total workforce by 48% between February 2024 and October 2024. We expect to recognize $14 million in annual cost savings in 2024.

North American Lithium (Quebec, Canada)

• In Q3’24, NAL achieved record quarterly production of approximately 52,100 dmt and shipped approximately 49,000 dmt, of which approximately 31,500 dmt were sold to Piedmont.
• In Q3’24, production at NAL increased nearly 5% compared to the prior quarter, recovery rates held consistent at 67%, and mill utilization increased to 91%, up 10% from the previous quarter.
• During the third quarter of 2024, NAL operations benefited from the availability of the crushed ore dome, which was commissioned in Q2’24. Operations are expected to produce at steady-state for the remainder of 2024.
• In Q3’24, Sayona announced an increase to the mineral resources estimate at NAL including a significant increase to the mineral resources in the measured and indicated categories in accordance with JORC Code requirements.
• In September 2024, NAL reported an incident-free safety performance record with no lost time injuries, no modified duty injuries, and no medical aid injuries.
• Concentrate produced and shipped by NAL and concentrate shipped by Piedmont:
  

		Share		Units		Q3’24		Q2’24		Q3’23
Piedmont Lithium
	Concentrate shipped	100%		dmt thousands		31.5		14.0		29.0
North American Lithium
	Concentrate produced	100%(1)		dmt thousands		52.1		49.7		31.5
	Concentrate shipped	100%(2)		dmt thousands		49.0		27.7		48.2

^{___________________________________________________________}

⁽¹⁾ Concentrate produced represents 100% of NAL’s production.

⁽²⁾ Concentrate shipped represents 100% of NAL’s shipments, inclusive of shipments to Piedmont.

Note: The table above reports quarterly and year-to-date information in accordance with Piedmont’s fiscal year reporting, which is on a calendar-year basis. Concentrate produced and concentrate shipped (above) are reported in the periods in which activities occurred. For financial statement purposes, Piedmont reports income (loss) from its 25% ownership in Sayona Quebec, which includes NAL, on a one-quarter lag.

Ewoyaa Lithium Project (Ghana)

• In July 2024, the application to grant the Ewoyaa mining lease was submitted to the Ghanaian parliament to undergo the ratification process. The mining lease remains subject to parliamentary ratification as of the date of this Quarterly Report. We expect advances to Atlantic Lithium for Ewoyaa to decrease in the coming months depending on the timing of mining lease ratification, permitting, and prevailing market conditions.
• In July 2024, Piedmont mandated a financial advisor to develop a funding strategy that includes an offtake-partner process to support our share of Ewoyaa construction capital and minimize dilution to Piedmont shareholders.
• In September 2024, Ghana’s Environmental Protections Agency granted an environmental permit to the Ewoyaa project.
• In October 2024, the Minerals Commission of Ghana issued a Mine Operating Permit in respect of the Ewoyaa project. The receipt of the permit marked an important milestone in achieving the regulatory approvals required to commence Project construction. The project, however, remains subject to ratification of the mining lease by the Ghanaian Parliament.

Carolina Lithium (North Carolina)

• Piedmont continues to pursue an air permit application currently under review by North Carolina’s Division of Air Quality, which would allow for up to 60,000 tons per year of lithium hydroxide production at Carolina Lithium.
• October 2024, the U.S. Department of the Treasury issued final guidance for the Inflation Reduction Act’s rules regarding the manufacturing credit (45X) with the modifications intended to drive critical mineral processing in the U.S. The new guidance supports the application of the 10% manufacturing credit to direct and indirect material costs, which could materially improve the after-tax economics of U.S. projects like Carolina Lithium.

Tennessee Lithium

• In July 2024, Piedmont converted the proposed Tennessee Lithium project plans to a second lithium hydroxide train as part of a phased development for Carolina Lithium. The combined conversion facilities should allow Piedmont to significantly increase U.S. lithium hydroxide production capacity while deploying capital and technical resources more efficiently.

2024 Outlook

	Units		YTD’24		Q4’24		Full Year 2024
Shipments	dmt thousands		61		41 — 55		102 — 116
Capital expenditures	$ millions		11		0 — 1		11 — 12
Investments in and advances to affiliates	$ millions		25		2 — 4		27 — 29

Under our offtake agreement with Sayona Quebec, Piedmont has the right to purchase the greater of 50% of production or 113,000 dmt/year. Based on the production projection, customer requirements, and per the Company’s offtake agreement, Piedmont currently expects to ship 41,000 to 55,000 dmt in Q4’24, totaling approximately 102,000 to 116,000 dmt in 2024. In response to a customer request, the Company expects to shift a previously planned cargo from Q4’24 to early Q1’25 and is contemplating shifting a second shipment from December 2024 to January 2025 to realize material transport cost savings by combining this shipment with one from Sayona Quebec. As a result of these expected amendments to the shipment schedule, the Company has made an adjustment from our prior guidance of 126,000 dmt for 2024. We expect these shifts to be accretive to our 2025 shipments totals and not impact Piedmont’s total offtake quantities at NAL. We are prioritizing contract customer shipments and structuring spot shipments to limit downside exposure.

We expect less than $1 million in capital expenditures mainly related to Carolina Lithium in Q4’24. Investments in and advances to affiliates reflect cash contributions to Sayona Quebec and advances to Atlantic Lithium for the Ewoyaa project. With the restart capital program at NAL completed, and approvals at Ewoyaa ongoing, we expect payments to affiliates to substantially reduce in H2’24. Our outlook for forecasted capital expenditures and investments in and advances to affiliates is subject to market conditions.

Safety and Sustainability

Following the release in Q2’24 of Piedmont’s 2023 Sustainability Report, the Company continued policy development and training to support the long-term objective of establishing a robust safety and health management system. Employee engagement in safety events remained strong and identification and reporting of hazards, unsafe acts, conditions, and safety observations, and near misses continued to improve.

Q3 2024 Piedmont Lithium Earnings Call

Date:	Tuesday, November 12, 2024
Time:	8:30 a.m. Eastern Standard Time
Dial-in (Toll Free):	1 (800) 715-9871
Dial-in (Toll):	1 (646) 307-1963
Conference ID:	2536693
Participant URL:	https://events.q4inc.com/attendee/757137158

Piedmont’s earnings presentation and supporting material are available at:

https://www.piedmontlithium.com/wp-content/uploads/Piedmont_Lithium_Q3_2024_Earnings_Release_Presentation_FINAL.pdf

About Piedmont

Piedmont Lithium Inc. (Nasdaq: PLL; ASX: PLL) is developing a world-class, multi-asset, integrated lithium business focused on enabling the transition to a net zero world and the creation of a clean energy economy in North America. Our goal is to become one of the largest lithium hydroxide producers in North America by processing spodumene concentrate produced from assets where we hold an economic interest. Our projects include our Carolina Lithium project in the United States and partnerships in Quebec with Sayona Mining (ASX: SYA) and in Ghana with Atlantic Lithium (AIM: ALL; ASX: A11). We believe these geographically diversified operations will enable us to play a pivotal role in supporting America’s move toward energy independence and the electrification of transportation and energy storage.

Cautionary Note to U.S. Investors

Piedmont’s public disclosures are governed by the U.S. Exchange Act of 1934, as amended, including Regulation S-K 1300 thereunder, whereas NAL discloses estimates of “measured,” “indicated,” and “inferred” mineral resources as such terms are used in the JORC Code and Canada’s National Instrument 43-101. Although S-K 1300, the JORC Code, and NI 43-101 have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, they at times embody different approaches or definitions. Consequently, investors are cautioned that public disclosures by NAL prepared in accordance with the JORC Code or NI 43-101 may not be comparable to similar information made public by companies, including Piedmont, subject to S-K 1300 and the other reporting and disclosure requirements under the U.S. federal securities laws and the rules and regulations thereunder.

The statements in the link below were prepared by, and made by, NAL. The following disclosures are not statements of Piedmont and have not been independently verified by Piedmont. NAL is not subject to U.S. reporting requirements or obligations, and investors are cautioned not to put undue reliance on these statements. NAL’s original announcements can be found here: https://www.asx.com.au/markets/company/sya

Forward-Looking Statements

This press release 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, construction, and production activities of Sayona Mining, Atlantic Lithium, and Piedmont; current plans for Piedmont’s mineral and chemical processing projects; Piedmont’s potential acquisition of an ownership interest in Ewoyaa; and strategy. 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, Sayona Mining, or Atlantic Lithium may be unable to commercially extract mineral deposits, (ii) that Piedmont’s, Sayona Mining’s, or Atlantic Lithium’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 related to our projects as well as the projects of our partners in Quebec and Ghana, (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 Mining or Atlantic Lithium, (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 press release and actual events, results, performance, and achievements could vary significantly from the forward-looking statements, projections, and estimates presented in this press release. 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.

PIEDMONT LITHIUM INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts) (Unaudited)

	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Revenue	$        27,663	$        47,127	$        54,291	$        47,127
Costs of sales	25,010	23,363	50,321	23,363
Gross profit	2,653	23,764	3,970	23,764
Exploration costs	35	471	97	1,668
Selling, general and administrative expenses	9,466	11,185	26,576	31,793
Total operating expenses	9,501	11,656	26,673	33,461
(Loss) income from equity method investments	(3,514)	3,852	(13,864)	(1,565)
Restructuring and impairment charges	(4,563)	—	(6,657)	—
(Loss) income from operations	(14,925)	15,960	(43,224)	(11,262)
Interest income	806	1,031	2,286	2,959
Interest expense	(169)	(8)	(467)	(34)
Gain (loss) on sale of equity method investments	—	7,958	(13,886)	15,208
Other loss	(2,399)	(22)	(1,434)	(88)
Total other (expense) income	(1,762)	8,959	(13,501)	18,045
(Loss) income before taxes	(16,687)	24,919	(56,725)	6,783
Income tax expense (benefit)	—	2,028	(3,095)	3,170
Net (loss) income	$      (16,687)	$        22,891	$      (53,630)	$          3,613
Earnings per share:
Basic	$          (0.86)	$           1.19	$          (2.77)	$           0.19
Diluted	$          (0.86)	$           1.19	$          (2.77)	$           0.19
Weighted-average shares outstanding:
Basic	19,401	19,203	19,366	18,974
Diluted	19,401	19,239	19,366	19,011

PIEDMONT LITHIUM INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts) (Unaudited)

	September 30, 2024	December 31, 2023
Assets
Cash and cash equivalents	$         64,358	$         71,730
Accounts receivable	1,079	595
Other current assets	8,217	3,829
Total current assets	73,654	76,154
Property, plant and mine development, net	134,510	127,086
Advances to affiliates	39,208	28,189
Other non-current assets	1,707	2,164
Equity method investments	80,148	147,662
Total assets	$       329,227	$       381,255
Liabilities and Stockholders’ Equity
Accounts payable and accrued expenses	$           6,532	$         11,580
Payables to affiliates	287	174
Current debt obligations	19,966	149
Deferred revenue	6,866	—
Other current liabilities	3,375	29,463
Total current liabilities	37,026	41,366
Long-term debt, net of current portion	4,089	14
Operating lease liabilities, net of current portion	908	1,091
Other non-current liabilities	998	431
Deferred tax liabilities	—	6,023
Total liabilities	43,021	48,925
Stockholders’ equity:
Common stock; $0.0001 par value, 100,000 shares authorized; 19,429 and 19,272 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	2	2
Additional paid-in capital	470,149	462,899
Accumulated deficit	(180,474)	(126,844)
Accumulated other comprehensive loss	(3,471)	(3,727)
Total stockholders’ equity	286,206	332,330
Total liabilities and stockholders’ equity	$       329,227	$       381,255

PIEDMONT LITHIUM INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)

	Nine Months Ended September 30,
	2024	2023
Cash flows from operating activities:
Net (loss) income	$      (53,630)	$          3,613
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	6,869	7,378
Loss from equity method investments	13,864	1,565
Loss (gain) on sale of equity method investments	13,886	(15,208)
Loss on equity securities	1,036	—
Deferred taxes	(6,246)	3,170
Depreciation and amortization	221	174
Noncash lease expense	280	169
Loss on sale of assets	691	—
Noncash impairment charges	4,070	—
Unrealized foreign currency translation (gains) losses	(309)	27
Changes in assets and liabilities:
Accounts receivable	(484)	(23,281)
Other assets	2,675	(1,633)
Operating lease liabilities	(208)	(148)
Other liabilities	(25,372)	7,751
Payables to affiliates	113	21,484
Deferred revenue	6,866	—
Accounts payable and accrued expenses	(799)	342
Net cash (used in) provided by operating activities	(36,477)	5,403
Cash flows from investing activities:
Capital expenditures	(10,578)	(44,978)
Advances to affiliates	(10,310)	(6,828)
Proceeds from sale of marketable securities	45	—
Proceeds from sale of shares in equity method investments	49,103	—
Additions to equity method investments	(14,982)	(28,667)
Net cash provided by (used in) investing activities	13,278	(80,473)
Cash flows from financing activities:
Proceeds from issuances of common stock, net of issuance costs	—	71,084
Net proceeds from Credit Facility	18,007	—
Payments of debt obligations and insurance premiums financed	(1,509)	(344)
Payments to tax authorities for employee stock-based compensation	(671)	(422)
Net cash provided by financing activities	15,827	70,318
Net decrease in cash	(7,372)	(4,752)
Cash and cash equivalents at beginning of period	71,730	99,247
Cash and cash equivalents at end of period	$        64,358	$        94,495

Non-GAAP Financial Measures

The following information provides definitions and reconciliations of certain non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP. The non-GAAP financial measures presented do not have any standard meaning prescribed by GAAP and may differ from similarly-titled measures used by other companies. We believe that these adjusted measures provide meaningful information to assist management, investors, and analysts in understanding our financial condition and the results of operations. We believe these adjusted financial measures are important indicators of our recurring operations because they exclude items that may not be indicative of, or are unrelated to, our core operating results, and provide a better baseline for analyzing trends in our underlying businesses.

The following are non-GAAP financial measures for Piedmont:

Adjusted net (loss) income is defined as net (loss) income, as calculated under GAAP, plus or minus the gain or loss from sale of equity method investments, gain or loss on sale of assets, gain or loss from equity securities, gain or loss from foreign currency exchange, restructuring and impairment charges including severance and severance related costs and exit costs, and certain other adjustments we believe are not reflective of our ongoing operations and performance. These items include acquisition costs and other fees, and shelf registration costs.

Adjusted diluted earnings per share (or adjusted diluted EPS) is defined as diluted EPS, as calculated under GAAP, before gain or loss on sale of equity method investments, gain or loss on sale of assets, gain or loss from equity securities, gain or loss from foreign currency exchange, restructuring and impairment charges including severance and severance related costs and exit costs, and certain other costs we believe are not reflective of our ongoing operations and performance.

EBITDA is defined as net income (loss) before interest expenses, income tax expense, and depreciation.

Adjusted EBITDA is defined as EBITDA plus or minus the gain or loss on sale of equity method investments, gain or loss on sale of assets, gain or loss from equity securities, gain or loss from foreign currency exchange, restructuring and impairment charges including severance and severance related costs and exit costs, and certain other adjustments we believe are not reflective of our ongoing operations and performance.

Below are reconciliations of non-GAAP financial measures on a consolidated basis for adjusted net (loss) income, adjusted diluted EPS, EBITDA, and adjusted EBITDA.

Adjusted Net (Loss) Income and Adjusted Diluted EPS

	Three Months Ended
	September 30, 2024		June 30, 2024		September 30, 2023
(in thousands, except per share amounts)		Diluted EPS		Diluted EPS		Diluted EPS
Net (loss) income	$   (16,687)	$      (0.86)	$   (13,332)	$      (0.69)	$    22,891	$        1.19
Gain on sale of equity method investments(1)	—	—	—	—	(7,958)	(0.41)
Loss on sale of assets	35	—	656	0.03	—	—
Loss (gain) on equity securities(2)	2,630	0.14	(210)	(0.01)	—	—
(Gain) loss from foreign currency exchange(3)	(266)	(0.01)	(158)	(0.01)	22	—
Restructuring and impairment charges(4)	4,563	0.24	314	0.02	—	—
Other costs(5)	1,592	0.08	81	—	152	0.01
Tax effect of adjustments(6)	—	—	(2)	—	1,794	0.09
Adjusted net (loss) income	$     (8,133)	$      (0.42)	$   (12,651)	$      (0.65)	$    16,901	$        0.88

______________________________________________________

⁽¹⁾ Gain on sale of equity method investments in the three months ended September 30, 2023 represents a noncash gain on dilution recognized primarily due to Piedmont electing not to participate in Sayona Mining’s share issuances. These shares were issued at a greater value than the carrying value of our ownership interest and as a result our interest in Sayona Mining was diluted and reduced.

⁽²⁾ Loss (gain) on equity securities represents realized and unrealized gains on our equity security holdings in Atlantic Lithium and Ricca Resources.

⁽³⁾ (Gain) loss from foreign currency exchange relates to currency fluctuations in our foreign bank accounts denominated in Canadian dollars and Australian dollars and marketable securities denominated in Australian dollars.

⁽⁴⁾ Restructuring and impairment charges relates to severance and reorganization related costs and exit costs related to our 2024 Cost Savings Plan and impairment charges for land, capitalized construction and development costs, and other fixed assets associated Tennessee Lithium.

⁽⁵⁾ Other costs include legal and transactional costs associated with the Department of Energy loan and grant initiatives, shelf registration costs, and costs related to certain strategic transactions.

⁽⁶⁾ No income tax impacts have been given to any items that were recorded in jurisdictions with full valuation allowances.

EBITDA and Adjusted EBITDA

	Three Months Ended
(in thousands)	September 30, 2024	June 30, 2024	September 30, 2023
Net (loss) income	$                  (16,687)	$                  (13,332)	$                   22,891
Interest income, net	(637)	(577)	(1,023)
Income tax (benefit) expense	—	(2)	2,028
Depreciation and amortization	64	75	68
EBITDA	(17,260)	(13,836)	23,964
Gain on sale of equity method investments(1)	—	—	(7,958)
Loss on sale of assets	35	656	—
Loss (gain) on equity securities(2)	2,630	(210)	—
(Gain) loss from foreign currency exchange(3)	(266)	(158)	22
Restructuring and impairment charges(4)	4,563	314	—
Other costs(5)	1,592	81	152
Adjusted EBITDA	$                    (8,706)	$                  (13,153)	$                   16,180

______________________________________________________

⁽¹⁾ Gain on sale of equity method investments in the three months ended September 30, 2023 represents a noncash gain on dilution recognized primarily due to Piedmont electing not to participate in Sayona Mining’s share issuances. These shares were issued at a greater value than the carrying value of our ownership interest and as a result our interest in Sayona Mining was diluted and reduced.

⁽²⁾ Loss (gain) on equity securities represents realized and unrealized gains on our equity security holdings in Atlantic Lithium and Ricca Resources.

⁽³⁾ (Gain) loss from foreign currency exchange relates to currency fluctuations in our foreign bank accounts denominated in Canadian dollars and Australian dollars and marketable securities denominated in Australian dollars.

⁽⁴⁾ Restructuring and impairment charges relates to severance and reorganization related costs and exit costs related to our 2024 Cost Savings Plan and impairment charges for land, capitalized construction and development costs, and other fixed assets associated with Tennessee Lithium.

⁽⁵⁾ Other costs include legal and transactional costs associated with the Department of Energy loan and grant initiatives, shelf registration costs, and costs related to certain strategic transactions.