Piedmont Lithium: Results of First Court Hearing

Supreme Court of Western Australia approves the despatch of the Scheme Booklet Independent expert concludes the Scheme is in the best interests of Piedmont shareholders Piedmont’s directors unanimously recommend that shareholders vote in favour of the Scheme Piedmont Lithium Limited is pleased to provide the following update on the status of its proposed re-domiciliation from Australia to the United States via a …

  • Supreme Court of Western Australia approves the despatch of the Scheme Booklet
  • Independent expert concludes the Scheme is in the best interests of Piedmont shareholders
  • Piedmont's directors unanimously recommend that shareholders vote in favour of the Scheme

Piedmont Lithium Limited (ASX:PLL, NASDAQ:PLL) (Piedmont or Company) is pleased to provide the following update on the status of its proposed re-domiciliation from Australia to the United States via a Scheme of Arrangement (Scheme), under which Piedmont Lithium Inc. (Piedmont US), a newly formed US corporation, will acquire Piedmont.

If the Scheme is implemented:

  • Piedmont shareholders will receive one Piedmont US CHESS depositary interest (CDI) for every Piedmont share held on the Scheme record date. Piedmont US's CDls will be listed on ASX and holders of Piedmont US CDls will be able to trade their Piedmont US COis on ASX after the implementation of the Scheme; and
  • Piedmont American Depositary Share (ADS) holders will receive one Piedmont US share for every Piedmont ADS held on the Scheme record date. Piedmont US's shares will be listed on Nasdaq and holders of Piedmont US shares will be able to trade their Piedmont US shares on Nasdaq after the implementation of the Scheme.

First Court Hearing

The Supreme Court of Western Australia (Court) has today made orders approving the despatch of the Scheme Booklet to Piedmont shareholders and has ordered the convening of a meeting of Piedmont shareholders to consider and, if thought fit, approve the Scheme.

Scheme Meeting

Notice is given that the shareholder meeting will be held in person at the Conference Room, Ground Floor, 28 The Esplanade, Perth, Western Australia and electronically on April 7, 2021 at 10:00am (AWST) (Scheme Meeting).

Due to the potential health risks associated with large gatherings and the coronavirus (COVID-19) pandemic, the Company has made arrangements for Piedmont shareholders to participate in and vote at the Scheme Meeting electronically.

All Piedmont shareholders who cannot attend the Scheme Meeting are encouraged to vote either by joining the Scheme Meeting electronically, or by appointing a proxy, corporate representative or attorney to attend the Scheme Meeting or join the electronic Scheme Meeting on their behalf.

Despatch of Scheme Booklet

Piedmont will be despatching the Scheme Booklet (containing information about the Scheme) to shareholders electronically in accordance with the Court orders. No physical copies of the Scheme Booklet will be despatched to shareholders.

The Scheme Booklet will be registered with the Australian Securities and Investments Commission (ASIC) and announced to the market.

Following ASIC registration, the Scheme Booklet will be available for viewing and downloading on the Company's website at www.piedmontlithium.com and on Piedmont's platform on the ASX website at www.asx.com.au .

Piedmont shareholders who have elected to receive communications electronically will receive an email which contains instructions about how to view or download a copy of the Scheme Booklet, as well as instructions on how to lodge their proxies for the Scheme Meeting online.

Piedmont shareholders who have not elected to receive communications electronically will be sent a letter, together with the proxy form for the Scheme Meeting and if required, may request from the Company a physical copy of the Scheme Booklet by contacting the Company Secretary by telephone on (08) 9322 6322 (within Australia) or +61 8 9322 6322 (outside Australia).

Piedmont shareholders are also advised that the notice of meeting for the Scheme Meeting is contained in Annexure E of the Scheme Booklet, which contains further details of how to vote on the resolution being considered at the Scheme Meeting.

Independent Expert's conclusion

The Scheme Booklet includes an Independent Expert's Report from BDO Corporate Finance Pty Ltd which concludes that Scheme is in the best interests of Piedmont shareholders. BDO's conclusion should be read in its context with the full Independent Expert's Report and the Scheme Booklet.

Directors' recommendation

Piedmont's directors unanimously recommend that shareholders vote in favour of the Scheme and intend to vote all the Piedmont shares held or controlled by them in favour of the Scheme, subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Piedmont shareholders.

How to vote at the Scheme Meeting

Piedmont shareholders entitled to vote at the Scheme Meeting can vote:

  • by attending the Scheme Meeting electronically and voting using the instructions below; or
  • by attending the Scheme Meeting physically and voting in person; or
  • by appointing an attorney to attend the Scheme Meeting and vote on their behalf, or, in the case of corporate shareholders, a corporate representative to attend the Scheme Meeting and vote on its behalf; or
  • by appointing a proxy to attend the Scheme Meeting and vote on their behalf, using the proxy form accompanying the Scheme Booklet.

A personalised proxy form accompanies the Scheme Booklet. The proxy form contains details of how to appoint persons and how to sign and lodge the proxy form.

To be valid, proxy forms or electronic voting instructions must be received no later than 48 hours before the commencement of the Scheme Meeting.

Voting online

Piedmont shareholders and their proxies, attorneys or corporate representatives may attend the Scheme Meeting online by visiting http://web.lumiagm.com using meeting ID 303-030-820. This online platform will allow Piedmont shareholders to attend the Scheme Meeting in real time and allow them to vote and ask questions.

Shareholders will need the following information to participate in the Scheme Meeting:

  • the Meeting ID which is 303-030-820;
  • Username: which is your SRN/HIN; and
  • Password: your password is the postcode registered to your holding if you are an Australian shareholder. Overseas shareholders should refer to the Lumi Online Voting Guide available from www.computershare.com.au/virtualmeetingguide .

Attorneys and corporate representatives of Shareholders will need the username and password of the Shareholder they are representing.

Proxy holders will need to contact Computershare Investor Services on +61394154024 during the two hours before the start of the meeting to receive their unique username and password.

Further information regarding participating in the Scheme Meeting electronically, including browser requirements, is detailed in the Lumi Online Voting Guide available at www.computershare.com.au/virtualmeetingguide .

Registration will open one hour prior to the start of the Scheme Meeting. We recommend logging on to the online platform at least 15 minutes prior to the scheduled start time for the Scheme Meeting. If you require technical assistance, please call +61 3 9415 4024.

Voting by proxy

You can appoint a proxy by voting online or by completing the proxy form and returning it to Piedmont by one of the following methods:

  • Mail, using reply-paid envelope (only for use in Australia), to:
    Computershare Investor Services Pty Ltd
    GPO Box 1282
    Melbourne VIC 3000
    Australia
  • Mobile voting:
    Scan the QR Code on your Proxy form and follow the prompts.
  • Custodian voting:
    For Intermediary Online subscribers only (custodians) please visiting www.intermediaryonline.com to submit your voting intentions.
  • Fax to:
    In Australia: 1800 783 447
    From outside of Australia: +61 3 9473 2555

To be valid, proxy forms must be received no later than 48 hours before the commencement of the Scheme Meeting.

Further information

Piedmont encourages Piedmont shareholders to read the Scheme Booklet in its entirety before deciding whether or not to vote in favour of the Scheme at the Scheme Meeting.

If you require further information or have questions, please contact the please contact the Piedmont Scheme Information Line on 1300 218182 (within Australia) or +61 3 9415 4233 (outside Australia) Monday to Friday between 8:30am and 5:00pm (AEDT).

This announcement has been authorized for release by the Company's Chief Executive Officer.

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.

Keith Phillips
President & CEO
T: +1 973 809 0505
E: kphillips@piedmontlithium.com

Brian Risinger
Vice President – Corporate Communications and Investor Relations
T: +1 704 910 9688
E: brisinger@piedmontlithium.com

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PLL:US
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Australia took a stand against Facebook and Google earlier this year, and the move could have long-term implications for tech investors.

It was a ban that sent Australians wild and had the whole world watching.

Back in February, Facebook (NASDAQ:FB) stopped users in Australia from posting news in a week-long blackout, reacting to proposed legislation that would have forced the social media behemoth to pay publishers for content.

What prompted Facebook to "friend" Australia again, and what are the potential long-term implications of the squabble? Read on to learn what tech-focused investors in Australia should know about the situation.


Australia squares off against Facebook

On February 25 of this year, Australia's federal government passed the News Media and Digital Platforms Mandatory Bargaining Code. It was developed after extensive analysis by the Australian Competition and Consumer Commission, and is aimed at ensuring that news media businesses are fairly remunerated for their content.

It stipulates that digital platforms such as Facebook and Google (both named in the documentation) must pay news outlets whose content they feature — for example, if content is shared on Facebook or shows up in Google search results. The idea is that this will help to sustain journalism in Australia.

Unsurprisingly, Facebook and Google didn't react well to the code, which was first introduced in 2020.

Google didn't make any moves after it passed, but Facebook quickly made it impossible for Australian users to share news content, and pages for both local and international news organisations went blank — a major concern given the COVID-19 and wildfire concerns that were circulating at the time.

Australian Prime Minister Scott Morrison was scathing about Facebook's decision — which he ironically shared in a Facebook post — declaring the tech giant's actions "as arrogant as they were disappointing." He added, "These actions will only confirm the concerns that an increasing number of countries are expressing about the behaviour of BigTech companies who think they are bigger than governments and that the rules should not apply to them."

Despite strong feelings from both Australia and Facebook, the dispute was resolved fairly quickly, with the country agreeing to make four amendments to the legislation and Facebook restoring Australian's access to news.

Implications for Big Tech and news organisations

Both Australia and Facebook have claimed victory in the dispute, with a Facebook representative saying the company will be able to decide if news appears on the platform — meaning it won't automatically have to negotiate with any news businesses. Changes were also made to the arbitration process.

Tech experts have pointed out that larger news companies may ultimately benefit from the changes, but smaller ones could be pushed to the side. Major publishers that have struck agreements with tech giants, such as News Corp, Nine Entertainment (ASX:NEC,OTC Pink:NNMTF), Seven West Media (ASX:SWM) and Guardian Australia, may be able to increase their market share while smaller independent players lose out.

A business that is in full support of the laws is Microsoft (NASDAQ:MSFT). During the conflict, President Brad Smith came out loudly in favour of Australia's law, and advised that his company is willing to step up with search engine Bing should Google and/or Facebook pull out of the Australian market.

"In Australia, Prime Minister Scott Morrison has pushed forward with legislation two years in the making to redress the competitive imbalance between the tech sector and an independent press. The ideas are straightforward. Dominant tech properties like Facebook and Google will need to invest in transparency, including by explaining how they display news content," he said in a blog post.

"The United States should not object to a creative Australian proposal that strengthens democracy by requiring tech companies to support a free press. It should copy it instead."

Global reach and tech investor impact

Six months down the road from Australia's landmark legislation, it's tough to say what the long-term impact may be.

That said, market watchers do believe the country is part of a new precedent of forcing Big Tech into paying for journalism — something giants Facebook and Google are not used to.

Countries looking to pursue similar legislation include Canada, where Facebook agreed in May to pay 14 publishers to link to their articles on its COVID-19 and climate science pages, as well as other unspecified use cases. Canada is pursuing other avenues too. Meanwhile, in France, Google said it will pay publishers for news content after the country took up new EU copyright laws that make digital platforms liable for infringements.

For investors, the takeaway is perhaps that while companies like Facebook and Google may seem too big too fail, they too can fall subject to new regulations that can change how they do business. As nations around the world look to take back control from these mega companies, it's important to be aware of possible effects on their bottom lines.

Don't forget to follow @INN_Australia for real-time updates!

Securities Disclosure: I, Ronelle Richards, hold no direct investment interest in any company mentioned in this article.

Queensland is the 16th most attractive jurisdiction in the world, sneaking in above BC and the Yukon in Canada, and just behind New Mexico in the US.

Queensland is one of the top three Australian jurisdictions for copper.

While it's well behind South Australia, a behemoth in the country for resources and production, Queensland hosts some 12 percent of all known Australian copper deposits, level with its southern neighbour New South Wales.

A premier mining jurisdiction globally, Queensland is ranked third out of all Australian jurisdictions for mining investment attractiveness, according to the Fraser Institute. Globally, it's ranked as the 16th most attractive jurisdiction, sneaking in above BC and the Yukon in Canada, and just behind New Mexico in the US.


The state is renowned for its mining prowess in Australia, and is known as one of the resource states, with a large chunk of its economic heft coming from the mining industry and its operations across the vast state.

Overall, mining accounts for 11.7 percent of Queensland's economy, with coal and liquefied natural gas being the primary focus of output. Together, coal, gas and mineral exports account for over 80 percent of Queensland's exports, according to the state government.

Having said that, copper plays a large role, and Queensland is home to the second biggest producer of copper in Australia in the form of Glencore's (LSE:GLEN,OTC Pink:GLCNF) Mount Isa mining complex in the northwest of the state. There, Glencore owns and operates the Enterprise and X41 mines.

Aside from Mount Isa, Glencore owns the nearby Ernest Henry copper mine. Combined, Glencore's Queensland operations produced 138,800 tonnes of copper in 2020 — accounting for a little over 10 percent of the company's global copper production. Glencore isn't listed on the ASX, but can be found on the LSE.

Besides the Mount Isa complex itself, there's also a handful of other operational mines in the northwestern portion of the state, although most of them are privately owned, such as the Capricorn copper project, which is a joint venture between EMR Capital and Lighthouse Minerals; it secured itself "prescribed project" status in 2017.

Other privately owned projects include Round Oak's Barbara project (in care and maintenance), Chinese-backed CuDECO's Rockland copper project (mothballed, CuDECO in liquidation) and Chinova's Osborne mine — which was originally set up by Ivanhoe Mines (TSX:IVN,OTCQX:IVPAF). There's also the Balcooma mine, which Royal Gold (NASDAQ:RGLD) has copper royalties on, and the privately owned Mount Cuthbert mine.

Many of the mentioned projects ran into trouble in 2020, with the COVID-19 pandemic limiting company operations.

All in all, Queensland has 13 operational copper mines, but as can be seen many are in private hands, making investment opportunities somewhat slim. Aside from previously mentioned Glencore operations, there's Red River Resources (ASX:RVR,OTC Pink:RRRDF), which owns the Thalanga operations near Charters Towers. Red River acquired Thalanga in 2014, and has been working to develop the legacy site back into a viable investment.

From the beginning of production in 2017, the operations have a lifespan of some 10 years, according to Red River, with further development and exploration options on the table. In its most recent quarterly report, Thalanga reported output of 3,086 tonnes of copper concentrate.

The remainder of the options on the table for investors are exploration focused, such as Copper Mountain Mining (ASX:C6C,OTC Pink:CPPMF) with interests in the Eva copper project, which is — unsurprisingly — in the northwest of the state, near the town of Cloncurry. Eva is in the development phase, with a feasibility study completed in early 2020 envisaging a 15 year mine life with an annual expected output of 106 million pounds of copper equivalent.

There's also Global Energy Metals (TSXV:GEMC,OTCQB:GBLEF), which like Glencore isn't on the ASX, but has interests in the Millenium cobalt-copper-gold project and others near Mount Isa — all in the exploration stage.

Aside from that, Strategic Energy Resources (ASX:SER) acquired exploration licences from Newcrest Mining (ASX:NCM,OTC Pink:NCMGF) in May 2021 for licences around Mount Isa, and Zenith Minerals (ASX:ZNC) is exploring the Develin Creek copper-zinc project. Zenith recently divested from another copper project, Flannagans, in June 2021 by selling its interests to a private company for $450,000.

Don't forget to follow us @INN_Australia for real-time updates!

Securities Disclosure: I, Scott Tibballs, currently hold no direct investment interest in any company mentioned in this article.

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