UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 6-K



REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of March 2021
 
Commission File Number: 001-38427


 
Piedmont Lithium Limited
(Translation of registrant’s name into English)


 
Level 9, BGC Centre, 28 The Esplanade
Perth, WA, 6000 Australia
(Address of principal executive offices)


 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40‑F.

Form 20-F  ☒    Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐



EXHIBIT INDEX
The following exhibits are filed as part of this Form 6-K:

Exhibit
 
Description
 
Interim Financial Report for the Six Months Ended December 31, 2020
101
 
XBRL Interactive Data File


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
Piedmont Lithium Limited
 
(registrant)
   
Date: March 18, 2021
By:  /s/ Bruce Czachor
 
Name: Bruce Czachor
 
Title:   Vice President and General Counsel

 

Exhibit 99.1

Piedmont Lithium Limited
 
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
for the six months ended December 31, 2020 and 2019
 
 
PAGE
UNAUDITED CONDENSED FINANCIAL STATEMENTS
 
   
CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
F-2
 
 
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
F-3
 
 
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
F-4
 
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
F-5
 
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
F-6

F-1

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED DECEMBER 31, 2020 AND 2019

   
Note
   
Six Months Ended
December 31, 2020
US$
   
Six Months Ended
December 31, 2019
US$
 
                   
Continuing operations
                 
Exploration and evaluation expenses
         
(3,534,510
)
   
(2,244,601
)
Corporate and administrative expenses
         
(1,160,742
)
   
(721,382
)
Business development expenses
         
(306,719
)
   
(564,702
)
Share based payments
         
(286,607
)
   
(99,137
)
Finance income
   
3
     
17,407
     
146,825
 
Finance costs
   
3
     
(156,208
)
   
(39,153
)
Other income and expenses
   
3
     
(37,948
)
   
46,171
 
Loss before income tax
           
(5,465,327
)
   
(3,475,979
)
Income tax expense
           
-
     
-
 
Loss for the period
           
(5,465,327
)
   
(3,475,979
)
Loss attributable to members of Piedmont Lithium Limited
           
(5,465,327
)
   
(3,475,979
)
                         
Other comprehensive income
                       
Items that may be reclassified subsequently to profit or loss:
                       
Exchange differences arising on translation of foreign operations
           
-
     
(10,521
)
Other comprehensive loss for the period, net of tax
           
-
     
(10,521
)
Total comprehensive loss for the period
           
(5,465,327)
     
(3,486,500
)
Total comprehensive loss attributable to members of Piedmont Lithium Limited
           
(5,465,327
)
   
(3,486,500
)
                         
Loss per share
                       
Basic and diluted loss per share (cents per share)
           
(0.44
)
   
(0.43
)

The above Unaudited Condensed Consolidated Statements of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.

F-2

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS AT DECEMBER 31, 2020 AND JUNE 30, 2020

   
Note
   
December 31, 2020
US$
   
June 30, 2020
US$
 
                   
ASSETS
                 
Current Assets
                 
Cash and cash equivalents
         
70,936,994
     
18,857,088
 
Trade and other receivables
         
189,175
     
27,412
 
Other assets
         
117,926
     
128,271
 
Total Current Assets
         
71,244,095
     
19,012,771
 
                       
Non-Current Assets
                     
Exploration and evaluation assets
   
4
     
13,467,275
     
7,720,957
 
Property, plant and equipment
   
5
     
774,925
     
774,440
 
Other assets
           
91,671
     
150,781
 
Total Non-Current Assets
           
14,333,871
     
8,646,178
 
                         
TOTAL ASSETS
           
85,577,966
     
27,658,949
 
                         
LIABILITIES
                       
Current Liabilities
                       
Trade and other payables
           
2,780,952
     
1,007,507
 
Other liabilities
   
6
     
1,156,242
     
705,536
 
Total Current Liabilities
           
3,937,194
     
1,713,043
 
                         
Non-Current Liabilities
                       
Other liabilities
   
6
     
1,774,863
     
1,910,413
 
Total Non-Current Liabilities
           
1,774,863
     
1,910,413
 
                         
TOTAL LIABILITIES
           
5,712,057
     
3,623,456
 
                         
NET ASSETS
           
79,865,909
     
24,035,493
 
                         
EQUITY
                       
Contributed equity
   
7
     
136,239,389
     
74,877,325
 
Reserves
   
8
     
200,447
     
515,110
 
Accumulated losses
           
(56,573,927
)
   
(51,356,942
)
TOTAL EQUITY
           
79,865,909
     
24,035,493
 

The above Unaudited Condensed Consolidated Statements of Financial Position should be read in conjunction with the accompanying notes.

F-3

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED DECEMBER 31, 2020 AND 2019

   
Note
   
Contributed Equity
US$
   
Share Based Payments Reserve
US$
   
Foreign Currency Translation Reserve
US$
   
Accumulated Losses
US$
   
Total Equity
US$
 
                                     
As at July 1, 2020
         
74,877,325
     
1,311,675
     
(796,565
)
   
(51,356,942
)
   
24,035,493
 
Net loss for the period
         
-
     
-
     
-
     
(5,465,327
)
   
(5,465,327
)
Total comprehensive loss
         
-
     
-
     
-
     
(5,465,327
)
   
(5,465,327
)
Issuance of shares
   
7
     
65,283,560
     
-
     
-
     
-
     
65,283,560
 
Share issue costs
   
7
     
(4,407,319
)
   
-
     
-
     
-
     
(4,407,319
)
Exercise of employee options
   
8
     
455,464
     
(322,569
)
   
-
     
-
     
132,895
 
Conversion of employee rights
   
8
     
30,359
     
(30,359
)
   
-
     
-
     
-
 
Expiration of employee options
   
8
     
-
     
(248,342
)
   
-
     
248,342
     
-
 
Share based payments
   
8
     
-
     
286,607
     
-
     
-
     
286,607
 
As at December 31, 2020
           
136,239,389
     
997,012
     
(796,565
)
   
(56,573,927
)
   
79,865,909
 
                                                 
As at July 1, 2019
           
48,853,707
     
2,287,301
     
(297,166
)
   
(46,204,768
)
   
4,639,074
 
Effect of adoption of IFRS 16
           
-
     
-
     
-
     
(13,009
)
   
(13,009
)
As at July 1, 2019 (restated)
           
48,853,707
     
2,287,301
     
(297,166
)
   
(46,217,777
)
   
4,626,065
 
Net loss for the period
           
-
     
-
     
-
     
(3,475,979
)
   
(3,475,979
)
Exchange differences arising on translation of foreign operations
           
-
     
-
     
(10,521
)
   
-
     
(10,521
)
Total comprehensive loss
           
-
     
-
     
(10,521
)
   
(3,475,979
)
   
(3,486,500
)
Issuance of shares
           
14,557,710
     
-
     
-
     
-
     
14,557,710
 
Share issue costs
           
(689,009
)
   
-
     
-
     
-
     
(689,009
)
Exercise of employee options
           
706,570
     
(706,570
)
   
-
     
-
     
-
 
Expiration of employee options
           
-
     
(273,935
)
   
-
     
273,935
     
-
 
Share based payments
           
-
     
99,137
     
-
     
-
     
99,137
 
As at December 31, 2019
           
63,428,978
     
1,405,933
     
(307,687
)
   
(49,419,821
)
   
15,107,403
 

The above Unaudited Condensed Consolidated Statements of Changes in Equity should be read in conjunction with the accompanying notes.

F-4

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2020 AND 2019

   
Note
   
Six Months Ended
December 31, 2020
US$
   
Six Months Ended
December 31, 2019
US$
 
                   
Cash flows from operating activities
                 
Payments to suppliers and employees
         
(3,414,372
)
   
(5,082,888
)
Interest paid
         
(156,208
)
   
(39,153
)
Interest received
         
17,407
     
117,836
 
Repayment of government grant
   
3
     
(138,100
)
   
-
 
Net cash flows used in operating activities
           
(3,691,273
)
   
(5,004,205
)
                         
Cash flows from investing activities
                       
Purchase of exploration and evaluation assets
           
(4,979,977
)
   
(1,169,141
)
Purchase of property, plant and equipment
           
(13,740
)
   
(652,000
)
Net cash flows used in investing activities
           
(4,993,717
)
   
(1,821,141
)
                         
Cash flows from financing activities
                       
Proceeds from issue of shares
   
7
     
65,416,455
     
14,557,710
 
Share issue costs
           
(4,417,570
)
   
(689,008
)
Repayment of loans and borrowings
   
6
     
(324,865
)
   
(95,727
)
Payment of principal portion of lease liabilities
   
6
     
(64,092
)
   
(33,088
)
Proceeds from principal portion of sub-lease receivables
           
54,816
     
-
 
Net cash inflow from financing activities
           
60,664,744
     
13,739,887
 
                         
Net increase in cash and cash equivalents
           
51,979,754
     
6,914,541
 
Net foreign exchange differences
           
100,152
     
46,171
 
Cash and cash equivalents at the beginning of the period
           
18,857,088
     
4,432,150
 
Cash and cash equivalents at the end of the period
           
70,936,994
     
11,392,862
 

The above Unaudited Condensed Consolidated Statements of Cash Flows should be read in conjunction with the accompanying notes.

F-5

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2020 AND 2019
 
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
(a)
Statement of compliance
 
Piedmont Lithium Limited (“Piedmont” or the “Company”) is a for-profit company limited by shares, incorporated and domiciled in Australia. Our ordinary shares are listed on the Australian Securities Exchange, or ASX, under the symbol “PLL” and our American Depositary Shares, or ADRs, each representing 100 of our ordinary shares, are traded on the Nasdaq Capital Market, or Nasdaq, under the symbol “PLL”.  The Bank of New York Mellon, acting as depositary, registers and delivers the ADRs.
 
The unaudited interim condensed consolidated financial statements as of December 31, 2020 and for the six months ended December 31, 2020 and 2019 (the “Interim Financial Statements”) have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting issued by the International Accounting Standard Board (“IASB”). The preparation of the Interim Financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses on a year to date basis.  Actual results may differ from those estimates.
 
The Interim Financial Statements do not include all the notes of the type normally included in annual financial statements and are not necessarily indicative of the results of operations and cash flows expected for the year end June 30, 2021. Accordingly, the Interim Financial Statements are to be read in conjunction with the annual consolidated financial statements of Piedmont and its Subsidiaries (the "Consolidated Entity" or the "Group") as of June 30, 2020 and 2019 and for each of the three years ended June 30, 2020.  In the opinion of management, the accompanying Interim Financial Statements reflect all adjustments consisting only of normal recurring adjustments, which are necessary for a fair presentation of the financial results of such period.
 
The Interim Financial Statements were authorised for issue in accordance with a resolution of the Directors on March 4, 2021.
 
(b)
Basis of Preparation
 
The Interim Financial Statements have been prepared on a historical cost basis. The Interim Financial Statements is presented in United States dollars (US$).
 
The  Interim Financial Statements have been prepared on a going concern basis, which assumes the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the ordinary course of business.
 
The accounting policies and methods of computation adopted in the preparation of the Interim Financial Statements are consistent with those adopted and disclosed in the Group’s annual financial statements as of June 30, 2020 and 2019 and for each of the three years ended June 30, 2020, except for new standards, amendments to standards and interpretations effective July 1, 2020 as set out in note 1(c) below.
 
(c)
New standards, interpretations and amendments
 
In the current year, the Group has adopted all of the new and revised Standards and Interpretations issued by the IASB that are relevant to its operations and effective for annual reporting periods beginning on or after July 1, 2020.
 
New and revised standards and amendments thereof and interpretations effective for the current reporting period that are relevant to the Group include:
 
Amendments to References to the Conceptual Framework in IFRS Standards
 
Definition of a Business (Amendments to IFRS 3)
 
Definition of Material (Amendments to IAS 1 and IAS 8)
 
Interest Rate Benchmark Reform (Amendments to IFRS 9, IAS 39 and IFRS 7)
 
The adoption of these new and revised standards and amendments has not affected the amounts reported for the current or prior periods.
 
The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

F-6

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2020 AND 2019 (CONTINUED)
 
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
(d)
Issued standards and interpretations not early adopted
 
International Financial Reporting Standards and Interpretations that have recently been issued or amended but are not yet effective have not been adopted by the Group for the reporting period ended December 31, 2020.  Those which may be relevant to the Group are set out in the table below, but these are not expected to have any significant impact on the Group's financial statements:
Standard/Interpretation
Application Date of Standard
Application Date for Company
Interest Rate Benchmark Reform – Phase 2 – Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16
January 1, 2021
July 1, 2021
Reference to the Conceptual Framework – Amendments to IFRS 3
January 1, 2022
July 1, 2022
Property, Plant and Equipment: Proceeds before Intended Use – Amendments to IAS 16
January 1, 2022
July 1, 2022
Classification of Liabilities as Current or Non-current - Amendments to IAS 1
January 1, 2023
July 1, 2023

2.
SEGMENT INFORMATION
 
IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Consolidated Entity that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance. The Consolidated Entity operates in one segment, being mineral exploration and development in the United States of America.
 
3.
INCOME AND EXPENSES
 
   
Six Months Ended
December 31, 2020
US$
   
Six Months Ended
December 31, 2019
US$
 
             
Finance income
           
Interest income
   
17,407
     
146,825
 
     
17,407
     
146,825
 
                 
Finance costs
               
Interest on loans and borrowings
   
(138,347
)
   
(4,840
)
Interest on lease liabilities
   
(17,861
)
   
(34,313
)
     
(156,208
)
   
(39,153
)
                 
Depreciation
               
Depreciation of property, plant and equipment
   
(27,869
)
   
(44,314
)
     
(27,869
)
   
(44,314
)
                 
Other income and expenses
               
Repayment of government grant (1)
   
(138,100
)
   
-
 
Net foreign exchange gain
   
100,152
     
46,171
 
     
(37,948
)
   
46,171
 
 
Notes:
 
(1)
During the half year, the Group voluntarily repaid 100% of the funds it received during fiscal 2020 under the Paycheck Protection Program, a business loan program established by the 2020 US Federal Government Coronavirus Aid, Relief, and Economic Security Act (CARES Act). The funds were not required to be repaid, but as part of good corporate social responsibility, the Group chose to voluntarily repay in full.

F-7

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2020 AND 2019 (CONTINUED)
 
4.
EXPLORATION AND EVALUATION ASSETS
 
   
Piedmont Lithium Project(1)
US$
 
       
December 31, 2020
     
Carrying amount at July 1, 2020
   
7,720,957
 
Additions (2)
   
5,746,318
 
Carrying amount at December 31, 2020 (3)
   
13,467,275
 
         
June 30, 2020
       
Carrying amount at July 1, 2019
   
2,265,121
 
Additions
   
5,455,836
 
Carrying amount at June 30, 2020 (3)
   
7,720,957
 
 
Notes:
 
(1)
At December 31, 2020, the Piedmont Lithium Project comprised approximately 2,322 acres (June 30, 2020: approximately 2,126 acres) of surface property and associated mineral rights in North Carolina, United States, of which approximately 691 acres are owned, approximately 113 acres are subject to long-term lease, approximately 79 acres are subject to lease-to-own agreements, and approximately 1,438 acres are subject to exclusive option agreements, which upon exercise, allows the Group to purchase or, in some cases long-term lease, the surface property and associated mineral rights. For those properties under option, no liability has been recorded for the consideration payable to landowners if the Group chooses to exercise its option (refer to Note 10 for further details of contingent liabilities).
 
(2)
During the six months ended December 31, 2020, the Group made land acquisition payments and land option payments totalling US$5,746,318 (June 30, 2020: US$5,455,836) to landowners which have been treated as acquisition costs and capitalised as ‘exploration and evaluation assets’. These acquisitions were settled through a combination of cash payments of US$5,056,818 (June 30, 2020: US$2,747,784) and vendor financed loans and borrowings of US$689,500 (June 30, 2020: US$2,708,052). Refer to Note 6 for further information on loans and borrowings.
 
(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.
 
5.
PROPERTY, PLANT AND EQUIPMENT
 
   
Freehold
land
US$
   
Plant and
equipment
US$
   
Right-of-use assets
US$
   
Total
US$
 
                         
December 31, 2020
                       
Carrying amount at July 1, 2020
   
688,829
     
28,588
     
57,023
     
774,440
 
Additions
   
-
     
13,740
     
14,614
     
28,354
 
Depreciation
   
-
     
(8,836
)
   
(19,033
)
   
(27,869
)
Carrying amount at December 31, 2020
   
688,829
     
33,492
     
52,604
     
774,925
 
 - at cost
   
688,829
     
65,808
     
104,221
     
858,858
 
 - accumulated depreciation
   
-
     
(32,316
)
   
(51,617
)
   
(83,933
)
                                 
June 30, 2020
                               
Carrying amount at July 1, 2019 (adjusted)
   
-
     
26,195
     
222,116
     
248,311
 
Additions
   
688,829
     
15,642
     
116,400
     
820,871
 
De-recognition of right-of-use assets
   
-
     
-
     
(210,230
)
   
(210,230
)
Depreciation
   
-
     
(13,249
)
   
(71,263
)
   
(84,512
)
Carrying amount at June 30, 2020
   
688,829
     
28,588
     
57,023
     
774,440
 
 - at cost
   
688,829
     
52,068
     
89,608
     
830,505
 
 - accumulated depreciation
   
-
     
(23,480
)
   
(32,585
)
   
(56,065
)

F-8

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2020 AND 2019 (CONTINUED)
 
6.
OTHER LIABILITIES
 
   
December 31, 2020
US$
   
June 30, 2020
US$
 
             
Current
           
Loans and borrowings (1)
   
1,005,897
     
577,576
 
Lease liabilities
   
150,345
     
127,960
 
     
1,156,242
     
705,536
 
                 
Non-current
               
Loans and borrowings (1)
   
1,676,356
     
1,740,042
 
Lease liabilities
   
68,601
     
140,465
 
Sub-lease security deposit
   
29,906
     
29,906
 
     
1,774,863
     
1,910,413
 
                 
Total other liabilities
   
2,931,105
     
2,615,949
 
 
Notes:
 
1
At December 31, 2020, the Group had loans and borrowings relating to surface properties that form part of ‘exploration and evaluation assets’ which have been fully or partly financed by the seller of the surface properties. The loans and borrowings are repayable in monthly instalments, based on an implied interest rate of 10%, and secured by the respective surface property.
 
Reconciliation of loans and borrowings and lease liabilities
 
   
Balance at
July 1, 2020
US$
   
Amount Financed
US$
   
Cash Repayments
US$
   
Balance at
December 31, 2020
US$
 
   
US$
   
US$
   
US$
   
US$
 
Loans and borrowings
   
2,317,618
     
689,500
     
(324,865
)
   
2,682,253
 
Lease liabilities
   
268,425
     
14,613
     
(64,092
)
   
218,946
 
     
2,586,043
     
704,113
     
(388,957
)
   
2,901,199
 
 
F-9

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2020 AND 2019 (CONTINUED)
 
7.
CONTRIBUTED EQUITY
 
   
December 31, 2020
US$
   
June 30, 2020
US$
 
Issued capital
           
1,390,704,858 fully paid ordinary shares
(June 30, 2020: 1,035,320,206 fully paid ordinary shares)
   
136,239,389
     
74,877,325
 
 
Movements in issued capital
 
Details
 
Number of Ordinary Shares
   
Issue
Price
   
US$
 
Opening balance at July 1, 2020
   
1,035,320,206
     
-
     
74,877,325
 
Issue of shares – share placement (August 2020)
   
120,000,000
   
A0.09
     
7,783,560
 
Issue of shares – U.S. public offering (October 2020)
   
230,000,000
   
US$0.25
     
57,500,000
 
Issue of shares – exercise of incentive options
   
500,000
   
A0.35
     
156,465
 
Issue of shares – exercise of incentive options (cashless)
   
4,384,652
     
-
     
298,999
 
Issue of shares – conversion of performance rights
   
500,000
     
-
     
30,359
 
Share issue costs
   
-
     
-
     
(4,407,319
)
Closing balance at December 31, 2020
   
1,390,704,858
             
136,239,389
 
 
8.
RESERVES
 
   
December 31, 2020
US$
   
June 30, 2020
US$
 
Reserves
           
Share based payments reserve
   
997,012
     
1,311,675
 
Foreign currency translation reserve
   
(796,565
)
   
(796,565
)
     
200,447
     
515,110
 
 
Movements share based payments reserve
 
Details
 
Number of Incentive Options
   
Number of Performance Rights
   
US$
 
Opening balance at July 1, 2020
   
53,625,000
     
5,000,000
     
1,311,675
 
Grant of employee options and rights
   
5,200,000
     
1,500,000
     
-
 
Exercise of employee options
   
(7,625,000
)
   
-
     
(322,569
)
Conversion of employee rights
   
-
     
(500,000
)
   
(30,359
)
Expiry of employee options
   
(6,250,000
)
   
-
     
(248,342
)
Share based payment expense
   
-
     
-
     
286,607
 
Closing balance at December 31, 2020
   
44,950,000
     
6,000,000
     
997,012
 

F-10

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2020 AND 2019 (CONTINUED)
 
9.
DIVIDENDS PAID OR DECLARED
 
No dividend has been paid or declared during the six months ended December 31, 2020 (December 31, 2019: nil).
 
10.
CONTINGENT ASSETS AND LIABILITIES
 
At December 31, 2020, the Group had entered into exclusive option agreements with local landowners in North Carolina, United States, in relation to its Piedmont Lithium Project, which upon exercise, allows the Group to purchase or, in some cases long-term lease, approximately 1,438 acres of surface property and the associated mineral rights from the local landowners. If the Group chooses to exercise a land purchase option, then the Group will pay cash consideration approximating the fair market value of the surface property (excluding the value of any minerals) plus a premium. If the Group chooses to exercise a long-term lease option, then the Group will pay annual advanced royalty payments per acre. The landowners will also retain a production royalty payable on production of ore from the property, generally between US$0.50 to US$2.00 per tonne of ore produced.
 
11.
SUBSEQUENT EVENTS AFTER BALANCE DATE
 
(a)
On January 11, 2021, the Company announced that it had entered into agreements with Sayona to: (i) acquire 336,207,043 ordinary shares in Sayona for approximately US$3.1 million; (ii) acquire convertible notes in Sayona for approximately US$3.9 million that upon conversion would result in the Company acquiring an additional 423,973,899 ordinary shares in Sayona; (iii) acquire a 25.0% stake in Sayona’s subsidiary, Sayona Quebec, which owns the Authier and Tansim lithium projects in Quebec, for approximately US$5.0 million in cash; and (iv) purchase the greater of 60,000 tonnes per year or 50% of Sayona Quebec’s spodumene concentrate production at market prices on a life-of-mine basis;
 
(b)
On January 14, 2021, the Company announced the appointment of the following additional senior management: (i) Ms. Malissa Gordon as Manager – Community and Government Relations; (ii) Mr. Jim Nottingham as Senior Project Manager – Concentrate Operations; (iii) Mr. Pratt Ray as Production Manager – Chemical Operations; and (iv) Mr. Brian Risinger as Vice President – Corporate Communications and Investor Relations; and (v) Mr. Bruce Czachor as Vice President and General Counsel;
 
(c)
On February 8, 2021, the Company announced the appointment of experienced mining company executive, Mr. Todd Hannigan, as a Non-Executive Director of the Company; and
 
(d)
On March 2, 2021, the Supreme Court of Western Australia approved the despatch of the Company’s Scheme Booklet to shareholders and ordered the convening of a meeting of the Company’s shareholders to consider and, if thought fit, approve the Scheme to facilitate the Company re-domicile from Australia to the United States. The Scheme Booklet was despatched to shareholders on March 5, 2020.
 
Other than as outlined above, at the date of this report there are no other significant events occurring after balance date requiring disclosure.


F-11