Explanatory Note
Completion of Redomiciliation
On May 17, 2021, the redomiciliation (“Redomiciliation”) of Piedmont Lithium Limited, a public company incorporated under the laws of the State of Western Australia (“Piedmont Australia”) was implemented in accordance with the Scheme Implementation Deed, dated December 9, 2020, between Piedmont Australia and Piedmont Lithium Inc., a Delaware corporation (“Piedmont Delaware). The terms “we,” “our,” “us” or the “Company” refer to Piedmont Australia prior to the Redomiciliation and Piedmont Delaware after the Redomiciliation. As a result of the Redomiciliation, the jurisdiction of incorporation of the ultimate parent company of Piedmont Australia and its wholly owned subsidiaries was changed from Australia to Delaware.
The Redomiciliation was effected pursuant to a statutory Scheme of Arrangement under Australian law (the “Scheme”). Upon the effectiveness of the Redomiciliation, our primary listing changed from the Australian Securities Exchange (“ASX”) to Nasdaq Capital Market (“Nasdaq”). We maintain an ASX listing via Chess Depositary Interests (“CDIs”), with each CDI representing 1/100th of a share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). In connection with the Scheme:
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holders of ordinary shares of Piedmont Australia received one CDI in Piedmont Delaware for each ordinary share on the Scheme record date; and
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holders of American Depository Shares (“ADSs”) of Piedmont Australia, each of which previously represented 100 ordinary shares of Piedmont Australia, received one share of Common Stock in Piedmont Delaware for each ADS held on the Scheme record date.
The Company’s Common Stock issued in the Scheme was exempt from registration under Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”). Prior to the Redomiciliation, Piedmont Australia’s ordinary shares were registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and its ADSs were listed on Nasdaq. Piedmont Australia’s ADSs were suspended from trading on Nasdaq on May 18, 2021 and will no longer trade on Nasdaq.
The Company’s Common Stock began trading on Nasdaq at the start of trading on May 18, 2021 under the symbol “PLL,” the same symbol under which Piedmont Australia’s ADSs were traded on Nasdaq prior to May 18, 2021. The CUSIP for the Company’s Common Stock is 72016P105.
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