Piedmont Lithium : Proxy Statement/Notice of Annual General Meeting

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Preliminary Proxy Statement

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Definitive Additional Materials Soliciting Material under §240.14a-12

Piedmont Lithium Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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32 North Main Street, Suite 100, Belmont, North Carolina 28012

NOTICE OF THE 2022 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JANUARY 11, 2022

To the Stockholders of Piedmont Lithium:

Piedmont Lithium Inc. (the ''Company'') will hold its 2022 Annual Meeting of Stockholders (the ''Annual Meeting'') on Tuesday, January 11, 2022, at 11 a.m. Eastern Time. The Annual Meeting will be a virtual meeting conducted exclusively online via live audio webcast at www.virtualshareholdermeeting.com/PLL2022. The Annual Meeting will be held for the following purposes, as more fully described in the accompanying proxy statement (the ''Proxy Statement''):

1. To elect the two director nominees named in the Proxy Statement to serve until the 2024 Annual Meeting of Stockholders or until their successors are duly elected and qualified (''Proposal 1'');
2. To ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending June 30, 2022 (''Proposal 2'');
3. To issue stock options to Mr. Keith Phillips under the Company's Stock Plan (''Proposal 3'');
4. To issue restricted stock units to the directors of the Company under the Company's Stock Plan (''Proposals 4-9''); and
5. To transact any other matters that may properly come before the Annual Meeting or any adjournments or postponements thereof.

The Board of Directors has fixed November 22, 2021 as the record date. Only stockholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.

Instructions for accessing the virtual Annual Meeting are provided in the Proxy Statement. In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Annual Meeting, the chair or secretary of the Annual Meeting will convene the meeting at 12 p.m. Eastern Time on the date specified above and at the Company's address specified above solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement on the Investors page of the Company's website at piedmontlithium.com/investors/.

By Order of the Board of Directors,

/s/ Keith Phillips

Keith Phillips

President and Chief Executive Officer

Belmont, North Carolina

November 30, 2021

Whether or not you expect to participate in the virtual Annual Meeting, please vote as promptly as possible in order to ensure your representation at the Annual Meeting. You may vote online or, if you requested printed copies of the proxy materials, by telephone or by using the proxy card or voting instruction form provided with the printed proxy materials.

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TABLE OF CONTENTS
	Page
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND VOTING . . . . . . . . . . . . .	1
PROPOSAL 1: ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
PROPOSAL 2: RATIFICATION OF AUDITOR SELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
PROPOSAL 3: APPROVAL TO ISSUE STOCK OPTIONS TO MR. KEITH PHILLIPS. . . . . . . . . .	12
PROPOSALS 4-9: APPROVAL TO ISSUE RESTRICTED STOCK UNITS TO DIRECTORS . . . . .	14
CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26
CERTAIN INFORMATION ABOUT OUR COMMON STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	31
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS. . . . . . . . . . . . . . . . . . . . . .	33
OTHER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	34
SCHEDULE 1 - SUMMARY OF STOCK PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	35
SCHEDULE 2 - SUMMARY OF STOCK OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	38
SCHEDULE 3 - SUMMARY OF RESTRICTED STOCK UNITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	41
LEGAL MATTERS
Important Notice Regarding the Availability of Proxy Materials for the 2022 Annual Meeting of
Stockholders to Be Held on January 11, 2022. The Proxy Statement and Annual Report for the year ended
June 30, 2021 are available at www.proxyvote.com.

Forward-LookingStatements. The Proxy Statement may contain ''forward-looking statements'' within the meaning of the ''safe harbor'' provisions of the Private Securities Litigation Reform Act of 1995, which statements are subject to substantial risks and uncertainties and include statistical data, market data and other industry data and forecasts, which we obtained from market research, publicly available information and independent industry publications and reports that we believe to be reliable sources. All statements other than statements of historical facts included in the Proxy Statement are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as ''anticipate,'' ''believe,'' ''expect,'' ''estimate,'' ''may,'' ''might,'' ''will,'' ''could,'' ''can,'' ''shall,'' ''should,'' ''would,'' ''leading,'' ''objective,'' ''intend,'' ''contemplate,'' ''design,'' ''predict,'' ''potential,'' ''plan,'' ''target'' or the negative of these terms, and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the forward-looking statements expressed or implied in the Proxy Statement. Such risks, uncertainties, and other factors include those risks described in ''Risk Factors'' and ''Management's Discussion and Analysis of Financial Condition and Results of Operations'' in the Company's Annual Report on Form 10-K for the year ended June 30, 2021 filed with the U.S. Securities and Exchange Commission (''SEC'') and other subsequent documents we file with the SEC. The Company expressly disclaims any obligation to update or alter any statements as a result of new information, future events or otherwise, except as required by law.

Website References. Website references throughout this document are inactive textual references and provided for convenience only, and the content on the referenced websites is not incorporated herein by reference and does not constitute a part of the Proxy Statement.

Redomiciliation. The Company changed its place of domicile from Australia to the State of Delaware in the United States, effective May 17, 2021 pursuant to a Redomiciliation, as described below. Unless the context otherwise indicates, the term ''Piedmont Lithium'' refers to Piedmont Lithium Inc., a Delaware corporation, and its consolidated subsidiaries at all times on and after the effective date of the Redomiciliation and ''Piedmont Australia'' refers to Piedmont Lithium Limited, an Australian corporation, and its consolidated subsidiaries at all times prior to the effective date of the Redomiciliation.

Piedmont Lithium Inc. acquired all of the issued and outstanding ordinary shares of Piedmont Australia, our Australian predecessor and a wholly owned subsidiary, pursuant to a Scheme of Arrangement under Australian law, which was approved by Piedmont Australia's shareholders on April 29, 2021, and the Supreme Court of Western Australia on May 5, 2021 (collectively referred to as the ''Redomiciliation'').

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Piedmont Australia's ordinary shares were listed on the Australian Securities Exchange (the ''ASX''), and Piedmont Australia's American Depositary Shares (''ADSs''), each representing 100 of Piedmont Australia's ordinary shares, were traded on Nasdaq. Following the approval of the Redomiciliation, the Company moved its primary listing from the ASX to Nasdaq and retained an ASX listing for its Chess Depository Interests (the ''CDIs''), each representing 1/100th of a share of common stock of Piedmont Lithium Inc.

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32 North Main Street, Suite 100, Belmont, North Carolina 28012

PROXY STATEMENT

FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND VOTING

What Is the Purpose of These Proxy Materials?

We are making these proxy materials available to you in connection with the solicitation of proxies by the Board of Directors (the ''Board'') of Piedmont Lithium Inc. (''we,'' ''us,'' ''our'' or the ''Company'') for use at the 2022 Annual Meeting of Stockholders (the ''Annual Meeting'') to be held virtually on January 11, 2022 at 11 a.m. Eastern Time, or at any other time following adjournment or postponement thereof. You are invited to participate in the Annual Meeting and to vote on the proposals described in this Proxy Statement. The proxy materials are first being made available to our stockholders on or about November 30, 2021.

Why Did I Receive a Notice of Internet Availability?

Pursuant to U.S. Securities and Exchange Commission (''SEC'') rules, we are furnishing the proxy materials to our stockholders primarily via the Internet instead of mailing printed copies. This process allows us to expedite our stockholders' receipt of proxy materials, lower the costs of printing and mailing the proxy materials and reduce the environmental impact of our Annual Meeting. If you received a Notice of Internet Availability of Proxy Materials (the ''Notice''), you will not receive a printed copy of the proxy materials unless you request one. The Notice provides instructions on how to access the proxy materials for the Annual Meeting via the Internet, how to request a printed set of proxy materials and how to vote your shares.

Why Are We Holding a Virtual Annual Meeting?

We have adopted a virtual meeting format for the Annual Meeting to provide a consistent experience to all stockholders regardless of geographic location. We believe this expands stockholder access, improves communications and lowers our costs while reducing the environmental impact of the meeting. Utilizing a virtual meeting format is particularly important to protect our stockholders and employees in light of the evolving public health and safety considerations posed by the ongoing coronavirus (COVID-19) pandemic. In structuring our virtual Annual Meeting, our goal is to enhance rather than constrain stockholder participation in the meeting, and we have designed the meeting to provide stockholders with the same rights and opportunities to participate as they would have at an in-person meeting.

Who Can Vote?

Only stockholders of record at the close of business on November 22, 2021 (the ''Record Date'') are entitled to notice of, and to vote on, the proposals described in this Proxy Statement at the Annual Meeting. At the close of business on the Record Date, 15,869,395 shares of our common stock were issued and outstanding.

Holders of CDIs as at the Record Date are entitled to notice of and to attend the meeting, and may also instruct CHESS Depositary Nominees Pty Ltd (''CDN'') to vote the shares underlying their CDIs by following the instructions on the CDI Voting Instruction Form. CDN will vote the applicable shares on behalf of each applicable CDI holder at the Annual Meeting, in accordance with the instructions received via the CDI Voting Instruction Form.

CDI holders should also read references in the Proxy Statement to ''beneficial owner'' as CDI holders will be treated as beneficial holders.

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