SEC Form S-3 filed by Piedmont Lithium Inc.
Delaware | | | 36-4996461 |
(State or other jurisdiction of incorporation or organization) | | | (I.R.S. Employer Identification Number) |
Large accelerated filer ☒ | | | Accelerated filer ☐ |
Non-accelerated filer ☐ | | | Smaller reporting company ☐ |
| | Emerging growth company ☐ |
• | a base prospectus, which covers the offering, issuance and sale by Piedmont Lithium Inc. (the “Company”) of up to $500,000,000 of the Company’s common stock, preferred stock, debt securities, warrants, depositary shares, purchase contracts and units; and |
• | a resale prospectus, which covers the resale from time to time by the selling stockholders named in such resale prospectus of up to 52,198 shares of the Company’s common stock. |
• | common stock; |
• | preferred stock; |
• | debt securities, which may be senior or subordinated and secured or unsecured; |
• | warrants entitling the holders to purchase common stock, preferred stock or debt securities; |
• | depositary shares; |
• | purchase contracts; and |
• | units. |
• | the type and amount of securities that we propose to sell; |
• | the initial public offering price of the securities; |
• | the names of any underwriters or agents through or to which we will sell the securities; |
• | any compensation of those underwriters or agents; and |
• | information about any securities exchanges or automated quotation systems on which the securities will be listed or traded. |
• | our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 29, 2024; |
• | the information responsive to part III of our Annual Report on Form 10-K for the year ended December 31, 2023, provided in our Definitive Proxy Statement on Schedule 14A filed on April 29, 2024; |
• | our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2024 and June 30, 2024; |
• | our Current Reports on Form 8-K filed with the SEC on March 13, 2024, March 18, 2024 (as amended on April 29, 2024), April 4, 2024, May 24, 2024, May 31, 2024 and June 14, 2024 (Item 5.07 only); and |
• | the description of our common stock contained in our Form 8-K12B filed on May 18, 2021, as updated by Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended June 30, 2021 filed with the SEC on September 24, 2021, and as subsequently amended or updated. |
• | our limited operating history in the lithium industry; |
• | our status as a development stage issuer, including our ability to identify lithium mineralization and achieve commercial lithium production; |
• | our reliance on the management teams of our equity method investments; |
• | mining, exploration and mine construction, if warranted, on our properties, including timing and uncertainties related to acquiring and maintaining mining, exploration, environmental and other licenses, permits, zoning, rezoning, access rights or approvals in Gaston County, North Carolina (including the Carolina Lithium project), McMinn County, Tennessee (including the Tennessee Lithium project), the Provinces of Quebec and Newfoundland and Labrador, Canada and Ghana, West Africa as well as properties that we may acquire or obtain an equity interest in the future; |
• | our ability to achieve and maintain profitability and to develop positive cash flows from our mining and processing activities; |
• | our exposure to cybersecurity threats and attacks; |
• | our estimates of mineral resources and whether mineral resources will ever be developed into mineral reserves; |
• | investment risk and operational costs associated with our exploration and development activities; |
• | our ability to develop and achieve production on our properties; |
• | our ability to enter into and deliver products under offtake agreements; |
• | the pace of adoption and cost of developing electric transportation and storage technologies dependent upon lithium batteries; |
• | our ability to access capital and the financial markets; |
• | recruiting, training, developing and retaining employees, including our senior management team; |
• | possible defects in title of our properties; |
• | compliance with government regulations; |
• | environmental liabilities and reclamation costs; |
• | our operations being further disrupted and our financial results being adversely affected by public health threats, including the novel COVID-19 pandemic; |
• | estimates of and volatility in lithium prices or demand for lithium; |
• | our common stock price and trading volume volatility; |
• | our failure to successfully execute our growth strategy, including any delays in our planned future growth; and |
• | other factors set forth under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |
• | the provisions providing for a classified board of directors (the election and term of our directors); |
• | the provisions regarding removal of directors; |
• | the provisions regarding filling vacancies on our board of directors and newly created directorships; |
• | the provisions precluding stockholder action by written consent; |
• | the provisions regarding calling special meetings of stockholders; |
• | the provision requiring a 662∕3% supermajority vote for stockholders to amend our By-laws; |
• | the provisions eliminating monetary damages for breaches of fiduciary duty by a director; and |
• | the amendment provision requiring that the above provisions be amended only with a 662∕3% supermajority vote. |
(1) | the title of the debt securities; |
(2) | any limit upon the aggregate principal amount of the debt securities; |
(3) | the price at which we will issue the debt securities; |
(4) | if other than 100% of the principal amount, the portion of their principal amount payable upon maturity of the debt securities; |
(5) | the date or dates on which the principal of the debt securities will be payable (or method of determination thereof); |
(6) | the rate or rates (or method of determination thereof) at which the debt securities will bear interest (including any interest rates applicable to overdue payments), if any, the date or dates from which any such interest will accrue and on which such interest will be payable, the record dates for the determination of the holders to whom interest is payable, and the dates on which any other amounts, if any, will be payable; |
(7) | if other than as set forth herein, the place or places where the principal of, premium and other amounts, if any, and interest, if any, on the debt securities will be payable; |
(8) | the price or prices at which, the period or periods within which and the terms and conditions upon which debt securities may be redeemed, in whole or in part, at our option; |
(9) | our obligation, if any, to redeem, repurchase or repay debt securities, whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a holder thereof and the price or prices at which and the period or periods within which and the terms and conditions upon which securities of the series shall be redeemed, purchased or repaid, in whole or in part; |
(10) | the denominations in which the debt securities shall be issuable; |
(11) | the form of such debt securities, including such legends as required by law or as we deem necessary or appropriate, and the form of temporary global security that may be issued; |
(12) | whether the debt securities are convertible into other securities of the Company or exchangeable into securities of another company and, if so, the terms and conditions of such conversion; |
(13) | whether there are any authentication agents, paying agents, transfer agents or registrars with respect to the debt securities; |
(14) | whether the debt securities will be represented in whole or in part by one or more global notes registered in the name of a depository or its nominee; |
(15) | the ranking of such debt securities as senior debt securities or subordinated debt securities; |
(16) | if other than U.S. dollars, the currency or currencies (including composite currencies or currency units) in which the debt securities may be purchased and in which payments on the debt securities will be made (which currencies may be different for payments of principal, premium or other amounts, if any, and/or interest, if any); |
(17) | if the debt securities will be secured by any collateral, a description of the collateral and the terms and conditions of the security and realization provisions; |
(18) | the provisions relating to any guarantee of the debt securities, including the ranking thereof; |
(19) | the ability, if any, to defer payments of principal, interest, or other amounts; and |
(20) | any other specific terms or conditions of the debt securities, including any additional events of default or covenants provided for with respect to the debt securities, and any terms that may be required by or advisable under applicable laws or regulations. |
(1) | the indebtedness ranking senior to the debt securities being offered; |
(2) | the restrictions, if any, on payments to the holders of the debt securities being offered while a default with respect to the senior indebtedness is continuing; |
(3) | the restrictions, if any, on payments to the holders of the debt securities being offered following an event of default; and |
(4) | the provisions requiring holders of the debt securities being offered to remit some payments to the holders of senior indebtedness. |
(1) | default in the payment of any installment of interest upon any of the debt securities of such series as and when the same shall become due and payable, and continuance of such default for a period of 30 days; |
(2) | default in the payment of all or any part of the principal of any of the debt securities of such series as and when the same shall become due and payable either at maturity, upon any redemption or repurchase, by declaration or otherwise; |
(3) | default in the performance, or breach, of any other covenant or warranty contained in the debt securities of such series or set forth in the applicable indenture (other than the failure to comply with any covenant or agreement to file with the trustee information required to be filed with the SEC or a default in the performance or breach of a covenant or warranty included in the applicable indenture solely for the benefit of one or more series of debt securities other than such series) and continuance of such default or breach for a period of 90 days after due notice by the trustee or by the holders of at least 25% in principal amount of the outstanding securities of such series; or |
(4) | certain events of bankruptcy, insolvency or reorganization of the Company and, as specified in the relevant prospectus supplement, certain of our subsidiaries. |
(1) | either (a) the Company is the continuing company or (b) the successor company is a corporation incorporated under the laws of the United States or any state thereof, a member state of the European Union or any political subdivision thereof and expressly assumes the due and punctual payment of the principal of and interest on all the debt securities outstanding under such indenture according to their tenor and the due and punctual performance and observance of all of the covenants and conditions of such indenture to be performed or observed by us; and |
(2) | the Company or such continuing or successor company, as the case may be, is not in material default, immediately after such amalgamation, merger, consolidation, sale, conveyance or lease, in the performance or observance of any such covenant or condition. |
(1) | extend the final maturity date of any debt security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of any interest thereon, or reduce any amount payable on redemption thereof, or impair or affect the right of any holder of debt securities to institute suit for payment thereof or, if the debt securities provide therefor, any right of repayment at the option of the holders of the debt securities, without the consent of the holder of each debt security so affected; |
(2) | reduce the aforesaid percentage of debt securities of such series, the consent of the holders of which is required for any such supplemental indenture, without the consent of the holders of all debt securities of such series so affected; or |
(3) | reduce the amount of principal payable upon acceleration of the maturity date of any original issue discount security. |
• | the names of any underwriters, dealers or agents; |
• | the purchase price of securities from us and, if the purchase price is not payable in U.S. dollars, the currency or composite currency in which the purchase price is payable; |
• | the net proceeds to us from the sale of securities; |
• | any delayed delivery arrangements; |
• | any underwriting discounts, commissions and other items constituting underwriters’ compensation; |
• | any discounts or concessions allowed or reallowed or paid to dealers; and |
• | any commissions paid to agents. |
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• | our limited operating history in the lithium industry; |
• | our status as a development stage issuer, including our ability to identify lithium mineralization and achieve commercial lithium production; |
• | our reliance on the management teams of our equity method investments; |
• | mining, exploration and mine construction, if warranted, on our properties, including timing and uncertainties related to acquiring and maintaining mining, exploration, environmental and other licenses, permits, zoning, rezoning, access rights or approvals in Gaston County, North Carolina (including the Carolina Lithium project), McMinn County, Tennessee (including the Tennessee Lithium project), the Provinces of Quebec and Newfoundland and Labrador, Canada and Ghana, West Africa as well as properties that we may acquire or obtain an equity interest in the future; |
• | our ability to achieve and maintain profitability and to develop positive cash flows from our mining and processing activities; |
• | our exposure to cybersecurity threats and attacks; |
• | our estimates of mineral resources and whether mineral resources will ever be developed into mineral reserves; |
• | investment risk and operational costs associated with our exploration and development activities; |
• | our ability to develop and achieve production on our properties; |
• | our ability to enter into and deliver products under offtake agreements; |
• | the pace of adoption and cost of developing electric transportation and storage technologies dependent upon lithium batteries; |
• | our ability to access capital and the financial markets; |
• | recruiting, training, developing and retaining employees, including our senior management team; |
• | possible defects in title of our properties; |
• | compliance with government regulations; |
• | environmental liabilities and reclamation costs; |
• | our operations being further disrupted and our financial results being adversely affected by public health threats, including the novel COVID-19 pandemic; |
• | estimates of and volatility in lithium prices or demand for lithium; |
• | our common stock price and trading volume volatility; |
• | our failure to successfully execute our growth strategy, including any delays in our planned future growth; and |
• | other factors set forth under “Item 1A. Risk Factors” in our 2023 Form 10-K. |
• | the provisions providing for a classified board of directors (the election and term of our directors); |
• | the provisions regarding removal of directors; |
• | the provisions regarding filling vacancies on our board of directors and newly created directorships; |
• | the provisions precluding stockholder action by written consent; |
• | the provisions regarding calling special meetings of stockholders; |
• | the provision requiring a 662∕3% supermajority vote for stockholders to amend our By-laws; |
• | the provisions eliminating monetary damages for breaches of fiduciary duty by a director; and |
• | the amendment provision requiring that the above provisions be amended only with a 662∕3% supermajority vote. |
Name of Selling Stockholders | | | Shares Beneficially Owned Prior to the Offering | | | Number of Shares Being Registered for Resale | | | Shares Beneficially Owned After the Offering | ||||||
| Shares | | | Percentage | | | Shares | | | Percentage | |||||
Benton Resources Inc. | | | 26,099 | | | (1) | | | 26,099 | | | — | | | — |
Sokoman Minerals Corp. | | | 26,099 | | | (1) | | | 26,099 | | | — | | | — |
(1) | Represents less than 1%. |
• | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
• | block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
• | an exchange distribution in accordance with the rules of the applicable exchange; |
• | privately negotiated transactions; |
• | short sales; |
• | broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; |
• | a combination of any such methods of sale; and |
• | any other method permitted pursuant to applicable law. |
• | The selling stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus. |
• | our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 29, 2024; |
• | the information responsive to part III of our Annual Report on Form 10-K for the year ended December 31, 2023, provided in our Definitive Proxy Statement on Schedule 14A filed on April 29, 2024; |
• | our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2024 and June 30, 2024; |
• | our Current Reports on Form 8-K filed with the SEC on March 13, 2024, March 18, 2024 (as amended on April 29, 2024), April 4, 2024, May 24, 2024, May 31, 2024 and June 14, 2024 (Item 5.07 only); and |
• | the description of our common stock contained in our Form 8-K12B filed on May 18, 2021, as updated by Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended June 30, 2021 filed with the SEC on September 24, 2021, and as subsequently amended or updated. |
Item 14. | Other Expenses of Issuance and Distribution. |
Type | | | Amount |
SEC registration fee | | | $7,380.00 |
Printing expenses | | | (1) |
Legal fees and expenses | | | (1) |
Accounting fees and expenses | | | (1) |
Transfer agent fees and expenses | | | (1) |
Rating agency fees | | | (1) |
Trustee’s and depositary’s fees and expenses | | | (1) |
Miscellaneous expenses | | | (1) |
Total | | | $ (1) |
(1) | These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time. |
Item 15. | Indemnification of Directors and Officers. |
Item 16. | Exhibits. |
Exhibit No. | | | Description | | | Incorporation by Reference |
1.1 | | | Form of Underwriting Agreement* | | | |
| | Amended and Restated Certificate of Incorporation | | | Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K12B (File No. 001-38427) filed with the SEC on May 18, 2021 | |
| | Amended and Restated By-Laws | | | Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-38427) filed with the SEC on February 24, 2023 | |
| | Form of Subordinated Debt Indenture | | | Incorporated by reference to Exhibit 4.1 to the Company’s to Registration Statement on Form S-3 (File No. 333-259798) filed with the SEC on September 24, 2021 | |
| | Form of Senior Debt Indenture | | | Incorporated by reference to Exhibit 4.2 to the Company’s to Registration Statement on Form S-3 (File No. 333-259798) filed with the SEC on September 24, 2021 | |
| | Form of Secured Debt Indenture | | | Incorporated by reference to Exhibit 4.3 to the Company’s to Registration Statement on Form S-3 (File No. 333-259798) filed with the SEC on September 24, 2021 | |
4.6 | | | Form of Certificate of Designation, Powers and Preferences of Preferred Stock* | | | |
4.7 | | | Form of Warrant* | | | |
4.8 | | | Form of Warrant Agreement* | | | |
4.9 | | | Form of Depositary Agreement* | | | |
4.10 | | | Form of Depositary Receipt* | | | |
4.11 | | | Form of Purchase Contract Agreement* | | | |
4.12 | | | Form of Unit Agreement* | | | |
| | Opinion of Gibson, Dunn & Crutcher LLP | | | ||
| | Consent of Deloitte & Touche LLP, independent registered public accounting firm | | | ||
| | Consent of Nexia Brisbane Audit Pty Ltd, independent registered public accounting firm | | | ||
| | Consent of BDO Audit Pty Ltd, independent registered public accounting firm | | | ||
| | Consent of Gibson, Dunn & Crutcher LLP (included as part of Exhibit 5.1) | | | ||
| | Consent of Qualified Person (Shaun Searle) (with respect to the Technical Report Summary of a Feasibility Study of the Ewoyaa Lithium Project in Ghana, dated February 26, 2024) | | | ||
| | Consent of Qualified Person (Harry Warries) (with respect to the Technical Report Summary of a Feasibility Study of the Ewoyaa Lithium Project in Ghana, dated February 26, 2024) | | | ||
| | Consent of Qualified Person (Keith Muller) (with respect to the Technical Report Summary of a Feasibility Study of the Ewoyaa Lithium Project in Ghana, dated February 26, 2024) | | |
Exhibit No. | | | Description | | | Incorporation by Reference |
| | Consent of Qualified Person (Noel O’Brien) (with respect to the Technical Report Summary of a Feasibility Study of the Ewoyaa Lithium Project in Ghana, dated February 26, 2024) | | | ||
| | Consent of Qualified Person (Iwan Williams) (with respect to the Technical Report Summary of a Feasibility Study of the Ewoyaa Lithium Project in Ghana, dated February 26, 2024) | | | ||
| | Consent of Qualified Person (Sylvain Collard) (with respect to the North American Lithium Technical Report Summary, dated February 27, 2024) | | | ||
| | Consent of Qualified Person (Jarrett Quinn) (with respect to the North American Lithium Technical Report Summary, dated February 27, 2024) | | | ||
| | Consent of Qualified Person (Ehouman N’Dah) (with respect to the North American Lithium Technical Report Summary, dated February 27, 2024) | | | ||
| | Consent of Qualified Person (Philippe Chabot) (with respect to the North American Lithium Technical Report Summary, dated February 27, 2024) | | | ||
| | Consent of Qualified Person (Sylvain Collard) (with respect to the Authier Technical Report Summary, dated February 27, 2024) | | | ||
| | Consent of Qualified Person (Jarrett Quinn) (with respect to the Authier Technical Report Summary, dated February 27, 2024) | | | ||
| | Consent of Qualified Person (Maxime Dupéré) (with respect to the Authier Technical Report Summary, dated February 27, 2024) | | | ||
| | Consent of Qualified Person (Philippe Chabot) (with respect to the Authier Technical Report Summary, dated February 27, 2024) | | | ||
| | Consent of firm acting as Qualified Person (Dr. Steven Keim authorized representative of, Marshall, Miller & Associates) (with respect to the Technical Report Summary of a Feasibility Study of the Carolina Lithium Project, dated April 20, 2023, with an effective date of December 31, 2021) | | | ||
| | Consent of Qualified Person (Leon McGarry) (with respect to the Technical Report Summary of a Feasibility Study of the Carolina Lithium Project, dated April 20, 2023) | | | ||
| | Consent of Qualified Person (Peter Grigsby, Primero Americas Inc.) (with respect to the Technical Report Summary of a Feasibility Study of the Carolina Lithium Project, dated April 20, 2023) | | | ||
| | Powers of Attorney (included on the signature pages) | | | ||
25.1 | | | Statement of Eligibility of Trustee on Form T-1 with respect to the Subordinated Debt Indenture** | | | |
25.2 | | | Statement of Eligibility of Trustee on Form T-1 with respect to the Senior Debt Indenture** | | |
Exhibit No. | | | Description | | | Incorporation by Reference |
25.3 | | | Statement of Eligibility of Trustee on Form T-1 with respect to the Secured Debt Indenture** | | | |
| | Filing Fee Table | | |
* | To be filed by amendment or as an exhibit to a document to be incorporated by reference herein. |
** | To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939. |
Item 17. | Undertakings. |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” table in the effective registration statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(6) | That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(7) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
(8) | That: |
(i) | For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
(ii) | For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(9) | To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act. |
| | PIEDMONT LITHIUM INC. | ||||
| | | | |||
| | By: | | | /s/ Keith Phillips | |
| | Name: | | | Keith Phillips | |
| | Title: | | | President and Chief Executive Officer |
Signature | | | Title |
/s/ Keith Phillips | | | President and Chief Executive Officer and Director (Principal Executive Officer) |
Keith Phillips | | ||
| | ||
/s/ Michael White | | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
Michael White | | ||
| | ||
/s/ Jeffrey Armstrong | | | Chairman |
Jeffrey Armstrong | | | |
| | ||
/s/ Christina Alvord | | | Director |
Christina Alvord | | | |
| | ||
/s/ Jorge M. Beristain | | | Director |
Jorge M. Beristain | | | |
| | ||
/s/ Michael Bless | | | Director |
Michael Bless | | | |
| | ||
/s/ Claude Demby | | | Director |
Claude Demby | | | |
| | ||
/s/ Dawne Hickton | | | Director |
Dawne Hickton | | |