Piedmont Lithium : 2018 U.S. Annual Report (Form 20-F)

ASX RELEASE | November 1, 2018 | ASX:PLL; NASDAQ:PLLL

2018 U.S. ANNUAL REPORT (FORM 20-F)

Piedmont Lithium Limited ("Piedmont" or "Company") advises that it has filed with the United States Securities and Exchange Commission ("SEC") its 2018 U.S. Annual Report on Form 20-F for the financial year ended June 30, 2018 ("2018 Form 20-F").

This document has been prepared in accordance with the requirements of the SEC specifically for distribution in the United States and, as such, its presentation differs in some respects from Piedmont's 2018 Annual Report lodged with the Australian Securities Exchange ("ASX") on September 26, 2018.

American Depositary Receipt ("ADR") holders will be able to view Piedmont's 2018 Form 20-F, 2018 Annual Report and 2018 Notice of Annual General Meeting on Piedmont's website atwww.piedmontlithium.com.

About Piedmont Lithium

Piedmont Lithium Limited (ASX: PLL; Nasdaq: PLLL) holds a 100% interest in the Piedmont Lithium Project ("Project") located within the world-class Carolina Tin-Spodumene Belt ("TSB") and along trend to the Hallman Beam and Kings Mountain mines, historically providing most of the western world's lithium between the 1950s and the 1980s. The TSB has been described as one of the largest lithium provinces in the world and is located approximately 25 miles west of Charlotte, North Carolina. It is a premier location to be developing and integrated lithium business based on its favourable geology, proven metallurgy and easy access to infrastructure, power, R&D centres for lithium and battery storage, major high-tech population centres and downstream lithium processing facilities.

Forward Looking Statements

This announcement may include forward-looking statements. These forward-looking statements are based on Piedmont's expectations and beliefs concerning future events. Forward looking statements are necessarily subject to risks, uncertainties and other factors, many of which are outside the control of Piedmont, which could cause actual results to differ materially from such statements. Piedmont makes no undertaking to subsequently update or revise the forward-looking statements made in this announcement, to reflect the circumstances or events after the date of that announcement.

For further information, contact:

Keith D. Phillips	Anastasios (Taso) Arima
President & CEO	Executive Director
T: [phone]	T: [phone]
E:[e-mail]	E:[e-mail]

PIEDMONT LITHIUM LIMITED	[phone]	New York Office	Registered Office
50 002 664 4953	[phone]	28 W 44th Street, Suite 810	Level 9,28The Esplanade
www.piedmontlithium.com	[e-mail]	NEW YORK NY 10036	PERTH WA 6000

TABLE OF CONTENTS

As filed with the Securities and Exchange Commission on October 31, 2018

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 20-F

• o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

  OR

• ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2018

  OR

• o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  OR

• o SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report

  For the transition period from to

Commission File No. 001-38427

PIEDMONT LITHIUM LIMITED

(Exact name of Registrant as specified in its charter)

N/A

AUSTRALIA

(Translation of Registrant's name into English)

(Jurisdiction of incorporation or organization)

Level 9, BGC Centre, 28 The Esplanade

Perth, WA, 6000 Australia (Address of principal executive offices)

Keith D. Phillips

President and Chief Executive Officer [phone] (telephone)

[phone] (facsimile) Level 9, BGC Centre, 28 The Esplanade

Perth, WA, 6000 Australia

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class:

Name of each exchange on which registered or to be registered:

American Depository Shares each representing 100

The Nasdaq Capital Market

Ordinary Shares, no par value(1)

(1) Evidenced by American Depositary Receipts

Securities registered or to be registered pursuant to Section 12(g) of the Act: NoneSecurities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Number of outstanding shares of each of the issuer's classes of capital or common stock as of June 30, 2018: 559,030,352 ordinary shares. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act of 1934.

Yes o No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.

Yes ☒ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. Large accelerated filer o Accelerated filer o Non-accelerated filer o Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing. U.S. GAAP o

International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ Other o

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 o Item 18 o

If this is an annual report, indicate by check mark whether the registrant is a shell company. Yes o No ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes o No o

INTRODUCTION

ABOUT THIS ANNUAL REPORT Part I.

TABLE OF CONTENTS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERSA. B. C.

Directors and Senior Management Advisers

Auditors

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLEITEM 3. KEY INFORMATION

A. B. C. D.

Selected Financial Data Capitalization and Indebtedness

Reasons for the Offer and Use of Proceeds Risk Factors

ITEM 4. INFORMATION ON THE COMPANYA. B. C. D.

History and Development of the Company Business Overview

Organizational Structure Property, Plant and EquipmentITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTSA. B. C. D. E. F. G.

Operating Results

Liquidity and Capital Resources

Research and Development, Patents and Licenses Trend Information

Off-Balance Sheet Arrangements

Tabular Disclosure of Contractual Obligations Safe Harbor

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEESA. B.

Directors and Senior Management Compensation

Executive Remuneration Non-Executive Director Remuneration Details of Remuneration for Fiscal 2018 Outstanding Equity-Based Awards for Fiscal 2018

C. D. E.

Board Practices Employees Share OwnershipITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONSA. B. C.

Major Shareholders Related Party Transactions Interests of Experts and CounselITEM 8. FINANCIAL INFORMATION

3 5 8 8

8 8 8

8 8

8 9 9 10

23

23 27 36 36

37

37

40

41

41

41

41

41

45

45

47

48

49

50

51

53 54 55

56

56 56 57

57

A. B.

Consolidated Statements and Other Financial Information Significant Changes

57 57

ITEM 9. THE OFFER AND LISTING

58

A. B. C. D. E. F.

Offer and Listing Details Plan of Distribution Markets

58

59

59

Selling Shareholders Dilution

59

59

Expenses of the Issue

59

1

ITEM 10. ADDITIONAL INFORMATION

59

A. B. C. D. E. F. G. H. I.

Share Capital

59

Memorandum and Articles of Association Material Contracts

61

66

Exchange Controls Taxation

66

67

Dividends and Paying Agents Statement by Experts Documents on Display Subsidiary Information

74

74

74

75

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

76 76

A. B. C. D.

Debt Securities Warrants and Rights Other Securities

American Depositary Shares

76 76 76 76

Part II.

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 15. CONTROLS AND PROCEDURES

79 79 79 79

A. B. C. D.

Disclosure Controls and Procedures

Management's Report on Internal Control over Financial Reporting Attestation Report of the Registered Public Accounting Firm Changes in Internal Control over Financial Reporting

79 79 79 79

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

79

ITEM 16B. CODE OF ETHICS

79

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

80

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

80

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

80

ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

80

ITEM 16G. CORPORATE GOVERNANCE

80

ITEM 16H. MINE SAFETY DISCLOSURE Part III.

81

82

ITEM 17. FINANCIAL STATEMENTSITEM 18. FINANCIAL STATEMENTS

82

82

ITEM 19. EXHIBITS

82

2