Exhibit
|
Description
|
|
Interim Financial Report for the Six Months Ended December 31, 2018
|
Piedmont Lithium Limited
|
|
(registrant)
|
|
Date: July 10, 2019
|
By:
/s/ Bruce Czachor
|
Name: Bruce Czachor
|
|
Title: Vice President and General Counsel
|
|
|
DIRECTORS:
Mr Ian Middlemas – Chairman
Mr Keith Phillips – President & CEO
Mr Anastasios Arima – Executive Director
Mr Jeffrey Armstrong – Non-Executive Director
Mr Jorge Beristain – Non-Executive Director
Mr Levi Mochkin – Non-Executive Director
COMPANY SECRETARY:
Mr Gregory Swan
OFFICES:
New York Office:
28 West 44th Street, Suite 810
New York, NY 10036
UNITED STATES
North Carolina Office:
5706 Dallas-Cherryville Highway 279
Bessemer City, NC 28016
UNITED STATES
Registered Office:
Level 9, 28 The Esplanade
Perth WA 6000
AUSTRALIA
WEBSITE:
www.piedmontlithium.com
|
STOCK EXCHANGE LISTINGS:
Nasdaq Capital Market
(NASDAQ: PLL)
Australian Securities Exchange
(ASX: PLL)
SHARE REGISTRY:
Computershare Investor Services Pty Ltd
Level 11, 172 St Georges Terrace
Perth WA 6000
AUSTRALIA
Tel: +61 8 9323 2000
LAWYERS:
United States:
Gibson, Dunn & Crutcher
Johnston, Allison & Hord Attorneys
Australia:
DLA Piper Australia
BANKERS:
United States:
The Bank of New York Mellon Corporation
PNC Financial Services Group, Inc.
Australia:
Australia and New Zealand Banking Group Limited
AUDITOR:
Deloitte Touche Tohmatsu
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CONTENTS
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|
|
Page
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Directors’ Report
|
1
|
Directors’ Declaration
|
4
|
Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income
|
5
|
Condensed Consolidated Statement of Financial Position
|
6
|
Condensed Consolidated Statement of Changes in Equity
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7
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Condensed Consolidated Statement of Cash Flows
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8
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Notes to the Financial Statements
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9
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Auditor’s Independence Declaration
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15
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Independent Auditor’s Review Report
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16
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|
Piedmont Lithium Limited
Financial Report for the Six Months Ended December 31, 2018
|
|
DIRECTORS’ REPORT
|
|
Mr Ian Middlemas
|
Chairman
|
Mr Keith Phillips
|
Managing Director, President & Chief Executive Officer
|
Mr Anastasios Arima
|
Executive Director
|
Mr Jeffrey Armstrong
|
Non-Executive Director
(appointed August 1, 2018)
|
Mr Jorge Beristain
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Non-Executive Director
|
Mr Levi Mochkin
|
Non-Executive Director
|
Mr Mark Pearce
|
Non-Executive Director
(resigned August 1, 2018)
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DIRECTORS’ REPORT
(Continued)
|
|
(a) |
Completed an updated Scoping Study for the Company’s Piedmont Lithium Project (“Project”), located within the Carolina Tin-Spodumene Belt (“TSB”) in the United States. The Scoping Study was managed by
independent consultants, Primero Group Limited, and delivered outstanding results including:
|
|
• |
compelling economics due to attractive capital and operating costs, significant by-product credits, short transportation distances, minimal royalties and low corporate income taxes;
|
|
• |
a chemical plant producing 22,700tpa of lithium hydroxide supported by an open pit mine and concentrator producing 170,000tpa of 6% spodumene concentrate; and
|
|
• |
by-product quartz (99,000tpa), feldspar (125,000tpa), and mica (15,500tpa) providing credits to the cost of lithium production;
|
(b) |
Commenced a new 25,000-meter Phase 4 drill program at the Project, with 19,000 meters allocated for infill and exploration drilling on the Core property and 6,000 meters allocated for exploration drilling on
the Central and Sunnyside properties;
|
(c) |
Completed bench-scale metallurgical testwork program to produce consistent high-grade spodumene concentrates (Li
2
O>6.0%) with low iron content (Fe
2
O
3
<1%). The testwork
was
undertaken by North Carolina State University’s Minerals Research Laboratory;
|
(d) |
Completed Mineral Resource estimates and bench-scale metallurgical testwork for by-product quartz, feldspar and mica as by-products of spodumene concentrate from the Project. The Mineral Resource estimates
were prepared by independent consultants, CSA Global Pty Ltd;
|
(e) |
Increased land position of the Project
to 1,824 acres in the TSB in North Carolina. The additions were achieved via a combination of option agreements and deferred purchase
contracts
;
|
(f) |
Submitted key permit applications for the Project, including a Section 404 Standard Individual Permit application to the US Army Corps of Engineers (USACE) and a Section 401 Individual Water Quality
Certification to the North Carolina Division of Water Resources (NCDWR);
|
(g) |
Completed initial exploratory drilling on the Company’s new Sunnyside and Central properties in the Carolina TSB, which returned encouraging results, including the Project’s widest intercept to-date; and
|
(h) |
Completed a private placement of 111 million shares at an issue price of A$0.11 per share to raise gross proceeds of A$12.2 million (US$8.6 million). Proceeds will be used for drilling to expand and upgrade
the resource base at the Project, as well as for permit applications, metallurgical testwork, additional engineering studies, and ongoing land consolidation.
|
DIRECTORS’ REPORT
(Continued)
|
|
(a) |
exploration and evaluation expense of US$2,700,013 (December 31, 2017: US$2,567,582), which is attributable to the Group’s accounting policy of expensing exploration and evaluation expenditure (other than
expenditures incurred in the acquisition of the rights to explore, including option payments to landowners) incurred by the Group in the period subsequent to the acquisition of the rights to explore and up to the successful completion
of definitive feasibility studies for each separate area of interest; and
|
(b) |
non-cash share-based payment expenses of US$337,118 (December 31, 2017: US$569,704) which is attributable to expensing the value (estimated using an option pricing model) of incentive options granted to key
employees, consultants and advisors. The value is measured at grant date and recognised over the period during which the option holders become unconditionally entitled to the options.
|
(a) |
On January 23, 2019, the Company announced that it had
commenced a new 25,000-meter Phase 4 drill program at the Project, with 19,000 meters allocated for infill and
exploration drilling on the Core property and 6,000 meters allocated for exploration drilling on the Central and Sunnyside properties
;
|
(b) |
On February 1, 2019, the Company announced that it had completed the second and final tranche of its previously announced placement of 111 million shares at an issue price of A$0.11 per
share to raise gross proceeds of A$12.2 million (US$8.6 million); and
|
(c) |
On February 20, 2019, the Company announced that it had increased its land position by 441 acres to 1,824 acres in the TSB in North Carolina. The additions were achieved via a combination
of option agreements and deferred purchase contracts.
|
DIRECTORS’ DECLARATION
|
|
(a) |
the attached financial statements and notes thereto are in accordance with the
Corporations Act
2001, including:
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|
(i) |
section 304 (compliance with accounting standards and Corporations Regulations 2001); and
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|
(ii) |
section 305 (true and fair view); and
|
(b) |
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
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On behalf of the Board
|
|
|
|
KEITH PHILLIPS
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President & CEO
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|
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Note
|
Six Months Ended
December 31, 2018
US$
|
Six Months Ended
December 31, 2017
US$
|
|
Continuing operations
|
|||
Interest income
|
47,793
|
51,043
|
|
Exploration and evaluation expenses
|
(2,700,013)
|
(2,567,582)
|
|
Corporate and administrative expenses
|
(486,710)
|
(308,411)
|
|
Business development expenses
|
(660,991)
|
(453,264)
|
|
Share based payments
|
(337,118)
|
(569,704)
|
|
Other income and expenses
|
3
|
215,518
|
(293,296)
|
Loss before income tax
|
(3,921,521)
|
(4,141,214)
|
|
Income tax expense
|
-
|
-
|
|
Loss for the period
|
(3,921,521)
|
(4,141,214)
|
|
Loss attributable to members of Piedmont Lithium Limited
|
(3,921,521)
|
(4,141,214)
|
|
Other comprehensive income
|
|||
Items that may be reclassified subsequently to profit or loss:
|
|||
Exchange differences arising on translation of foreign operations
|
(353,936)
|
190,320
|
|
Other comprehensive (loss)/income for the period, net of tax
|
(353,936)
|
190,320
|
|
Total comprehensive loss for the period
|
(4,275,457)
|
(3,950,894)
|
|
Total comprehensive loss attributable to members of Piedmont Lithium Limited
|
(4,275,457)
|
(3,950,894)
|
|
Loss per share
|
|||
Basic and diluted loss per share (cents per share)
|
(0.7)
|
(0.9)
|
|
|
Note
|
December 31, 2018
US$
|
June 30, 2018
US$
|
|
ASSETS
|
|||
Current Assets
|
|||
Cash and cash equivalents
|
9,584,024
|
7,238,489
|
|
Trade and other receivables
|
64,411
|
72,110
|
|
Total Current Assets
|
9,648,435
|
7,310,599
|
|
Non-Current Assets
|
|||
Exploration and evaluation assets
|
4
|
1,538,262
|
742,017
|
Property, plant and equipment
|
20,807
|
3,982
|
|
Total Non-Current Assets
|
1,559,069
|
745,999
|
|
TOTAL ASSETS
|
11,207,504
|
8,056,598
|
|
LIABILITIES
|
|||
Current Liabilities
|
|||
Trade and other payables
|
1,023,598
|
1,989,084
|
|
Total Current Liabilities
|
1,023,598
|
1,989,084
|
|
TOTAL LIABILITIES
|
1,023,598
|
1,989,084
|
|
NET ASSETS
|
10,183,906
|
6,067,514
|
|
EQUITY
|
|||
Contributed equity
|
5
|
48,565,908
|
40,483,348
|
Reserves
|
6
|
1,921,661
|
1,966,308
|
Accumulated losses
|
(40,303,663)
|
(36,382,142)
|
|
TOTAL EQUITY
|
10,183,906
|
6,067,514
|
|
|
Ordinary
Shares
US$
|
Share
Based
Payments
Reserve
US$
|
Foreign
Currency
Translation
Reserve
US$
|
Accumulated
Losses
US$
|
Total
Equity
US$
|
|
Balance at July 1, 2018
|
40,483,348
|
1,897,391
|
68,917
|
(36,382,142)
|
6,067,514
|
Net loss for the period
|
(3,921,521)
|
(3,921,521)
|
|||
Exchange differences arising on translation of foreign operations
|
-
|
-
|
(353,936)
|
-
|
(353,936)
|
Total comprehensive loss for the period
|
-
|
-
|
(353,936)
|
(3,921,521)
|
(4,275,457)
|
Share placement
|
8,560,221
|
-
|
-
|
-
|
8,560,221
|
Share issue costs
|
(505,490)
|
-
|
-
|
-
|
(505,490)
|
Conversion of employee rights
|
27,829
|
(27,829)
|
-
|
-
|
-
|
Share based payments
|
-
|
337,118
|
-
|
-
|
337,118
|
Balance at December 31, 2018
|
48,565,908
|
2,206,680
|
(285,019)
|
(40,303,663)
|
10,183,906
|
Balance at July 1, 2017
|
28,512,793
|
861,973
|
318,122
|
(26,424,325)
|
3,268,563
|
Net loss for the period
|
-
|
-
|
-
|
(4,141,214)
|
(4,141,214)
|
Exchange differences arising on translation of foreign operations
|
-
|
-
|
190,320
|
-
|
190,320
|
Total comprehensive loss for the period
|
-
|
-
|
190,320
|
(4,141,214)
|
(3,950,894)
|
Share placement
|
12,304,000
|
-
|
-
|
-
|
12,304,000
|
Share issue costs
|
(655,592)
|
-
|
-
|
-
|
(655,592)
|
Share based payments
|
-
|
569,704
|
-
|
-
|
569,704
|
Balance at December 31, 2017
|
40,161,200
|
1,431,677
|
508,442
|
(30,565,539)
|
11,535,780
|
|
|
Six Months Ended
December 31, 2018
US$
|
Six Months Ended
December 31, 2017
US$
|
|
Cash flows from operating activities
|
||
Payments to suppliers and employees
|
(4,790,801)
|
(3,124,314)
|
Interest received
|
44,557
|
46,008
|
Net cash flows used in operating activities
|
(4,746,244)
|
(3,078,306)
|
Cash flows from investing activities
|
||
Purchase of exploration and evaluation assets
|
(730,450)
|
(349,070)
|
Purchase of property, plant and equipment
|
(20,856)
|
-
|
Net cash flows used in investing activities
|
(731,306)
|
(349,070)
|
Cash flows from financing activities
|
||
Proceeds from issue of shares
|
8,560,221
|
12,304,000
|
Share issue costs
|
(481,621)
|
(655,592)
|
Net cash inflow from financing activities
|
8,078,600
|
11,648,408
|
Net increase in cash and cash equivalents
|
2,581,050
|
8,221,031
|
Net foreign exchange differences
|
(235,518)
|
(81,320)
|
Cash and cash equivalents at the beginning of the period
|
7,238,492
|
3,536,318
|
Cash and cash equivalents at the end of the period
|
9,584,024
|
11,676,029
|
NOTES TO THE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2018
|
|
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
(a)
|
Basis of Preparation
|
(b)
|
New standards, interpretations and amendments
|
• |
AASB 9
Financial Instruments
, and relevant amending standards;
|
• |
AASB 2016-5
Amendments to Australian Accounting Standards – Classification and Measurement of Share-based Payment Transactions
|
• |
AASB Interpretation 22
Foreign Currency Transactions and Advance Consideration
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2018
(Continued)
|
|
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
(b)
|
New standards, interpretations and amendments (Continued)
|
Presented in statement of
financial position
|
Financial
Instrument
|
AASB 139
|
AASB 9
|
Reported
$
|
Restated
$
|
|
Cash and cash equivalents
|
Bank deposits
|
Loans and receivables
|
Amortised cost
|
No change
|
No change
|
|
Trade and other receivables
|
Loans and receivables
|
Loans and receivables
|
Amortised cost
|
No change
|
No change
|
|
Trade and other payables
|
Loans and receivables
|
Amortised cost
|
Amortised cost
|
No change
|
No change
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2018
(Continued)
|
|
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
(c)
|
Issued standards and interpretations not early adopted
|
Standard/Interpretation
|
Application
Date of
Standard
|
Application
Date for
Company
|
|
AASB 16
Leases
|
January 1, 2019
|
July 1, 2019
|
|
Interpretation 23 Uncertainty over Income Tax Treatments
|
January 1, 2019
|
July 1, 2019
|
|
AASB 2017-7
Amendments – Long-term Interests in Associates and Joint Venture Amendments to IAS 28 and Illustrative Example – Long-term
Interests in Associates and Joint Ventures
|
January 1, 2019
|
July 1, 2019
|
|
AASB 2018-1
Amendments – Annual Improvements 2015-2017 Cycle
|
January 1, 2019
|
July 1, 2019
|
|
AASB 2018-2
Amendments – Plan Amendment, Curtailment or Settlement (AASB 119)
|
January 1, 2019
|
July 1, 2019
|
(d)
|
Restatement of comparatives
|
(e)
|
Accounting Estimates, Judgements and Assumptions
|
• |
Impairment of exploration and evaluation expenditures; and
|
• |
Share-based payments.
|
2.
|
SEGMENT INFORMATION
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2018
(Continued)
|
|
3.
|
OTHER INCOME AND EXPENSES
|
Six Months Ended
December 31, 2018
US$
|
Six Months Ended
December 31, 2017
US$
|
|
Other income
|
||
Net foreign exchange gain
|
235,518
|
-
|
Other expenses
|
||
Write-off of deposits
1
|
(20,000)
|
-
|
Net foreign exchange loss
|
-
|
(293,296)
|
Total other income and expenses
|
215,518
|
(293,296)
|
1 |
During the period, the Group wrote-off a deposit paid to acquire a 60-acre land parcel in Kings Mountain, North Carolina as a potential site for its planned lithium chemical plant, given that the Group is
considering potential alternate sites within Gaston County and it is uncertain whether the Group will proceed with the acquisition of the original 60-acre land parcel in Kings Mountain.
|
4.
|
EXPLORATION AND EVALUATION ASSETS
|
December 31, 2018
US$
|
June 30, 2018
US$
|
|
Areas of interest:
|
||
Piedmont Lithium Project
1
|
1,538,262
|
742,017
|
Carrying amount at the end of the period
2
|
1,538,262
|
742,017
|
Six Months Ended
December 31, 2018
US$
|
Six Months Ended
December 31, 2017
US$
|
|
Reconciliation:
|
||
Carrying amount at the start of the period
|
742,017
|
177,800
|
Additions
2
|
796,245
|
705,321
|
Carrying amount
at the end of the period
3
|
1,538,262
|
883,121
|
1 |
As at December 31, 2018, the Company owns or has entered into exclusive option agreements or land acquisition agreements with local landowners, which upon exercise, allow the Company to purchase (or in some
cases long-term lease) approximately 1,526 acres of surface property and the associated mineral rights from the private landowners (the “Piedmont Lithium Project”).
|
2 |
During the six months ended December 31, 2018, the Group made land acquisition payments and land option payments totalling US$796,245 (December 31, 2017: US$705,321) to landowners which have been treated as
acquisition costs and capitalised as ‘exploration and evaluation assets’. No liability has been recorded for the consideration payable to landowners if the Group chooses to exercise the options (refer to Note 8 for further details of
contingent liabilities).
|
3 |
The ultimate recoupment of costs carried for exploration and evaluation phases is dependent on the successful development and commercial exploitation or sale of the respective areas.
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2018
(Continued)
|
|
5.
|
CONTRIBUTED EQUITY
|
December 31, 2018
US$
|
June 30, 2018
US$
|
|
Issued Capital
|
||
666,821,261 fully paid ordinary shares (June 30, 2018: 559,030,352)
|
48,565,908
|
40,483,348
|
(a)
|
Movements in issued capital
|
6.
|
RESERVES
|
December 31, 2018
US$
|
June 30, 2018
US$
|
|
Reserves
|
||
Share based payments reserve
|
2,206,680
|
1,897,391
|
Foreign currency translation reserve
|
(285,019)
|
68,917
|
1,921,661
|
1,966,308
|
(a)
|
Movements share based payments reserve
|
Date
|
Details
|
Number of
Incentive
Options
|
Number of
Performance
Rights
|
US$
|
Jul 1, 2018
|
Opening balance
|
79,700,000
|
1,500,000
|
1,897,391
|
Various
|
Grant of incentive options
|
2,950,000
|
-
|
-
|
Jul 31, 2018
|
Conversion of performance rights
|
-
|
(200,00)
|
(27,829)
|
Dec 31, 2018
|
Expiry of performance rights
|
-
|
(1,100,000)
|
-
|
Dec 31, 2018
|
Share based payment expense
|
-
|
-
|
337,118
|
Dec 31, 2018
|
Closing Balance
|
82,650,000
|
200,000
|
2,206,680
|
7.
|
DIVIDENDS PAID OR PROVIDED FOR
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2018
(Continued)
|
|
8.
|
CONTINGENT ASSETS AND LIABILITIES
|
9.
|
SUBSEQUENT EVENTS AFTER BALANCE DATE
|
(a) |
On January 23, 2019, the Company announced that it had commenced a new 25,000-meter Phase 4 drill program at the Project, with 19,000 meters allocated for infill and exploration drilling on the Core property
and 6,000 meters allocated for exploration drilling on the Central and Sunnyside properties;
|
(b) |
On February 1, 2019, the Company announced that it had completed the second and final tranche of its previously announced placement of 111 million shares at an issue price of A$0.11 per share to raise gross
proceeds of A$12.2 million (US$8.6 million); and
|
(c) |
On February 20, 2019, the Company announced that it had increased its land position by 441 acres to 1,824 acres in the TSB in North Carolina. The additions were achieved via a combination of option agreements
and deferred purchase contracts.
|
AUDITOR’S INDEPENDENCE DECLARATION
|
|
INDEPENDENT AUDITOR’S REVIEW REPORT
|
|
INDEPENDENT AUDITOR’S REVIEW REPORT
(CONTINUED)
|
|
|
|
|
Piedmont Lithium Limited
Financial Report for the Six
Months Ended December 31, 2018
|
18 |