On 18 November 2024, Piedmont entered into a merger agreement with Sayona Mining and its subsidiary, Shock MergerCo Inc. Under the agreement, Shock MergerCo will merge into Piedmont, with Piedmont continuing as a wholly owned subsidiary of Sayona.
Details of the Proposed Merger
The Proposed Merger between Piedmont Lithium and Sayona Mining is subject to stockholder approval from both companies and, if successful, Piedmont will become a wholly owned subsidiary of Sayona.
The Transaction will result in an approximate 50% / 50% equity holding of shareholders of Piedmont and Sayona on a fully diluted basis immediately following the closing of the Transaction. Piedmont shareholders will receive:
- Each share of Piedmont common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive 0.35133 American Depositary Shares (ADS) of Sayona, representing together 527 Sayona ordinary shares or 3.5133 Sayona ordinary shares if, prior to the completion of the transaction, Sayona effects the Sayona share consolidation; and
- Each Piedmont Chess Depositary Interest (CDI), representing 1/100th of an eligible share of Piedmont common stock, issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive 5.27 ordinary shares of Sayona or 0.035133 Sayona ordinary shares if, prior to the completion of the transaction, Sayona effects a consolidation of Sayona’s equity securities whereby 150 Sayona ordinary shares will be converted into one Sayona ordinary share.
At the Piedmont special meeting, Piedmont stockholders will be asked to vote on the following proposals:
- Proposal 1: The Piedmont merger proposal;
- Proposal 2: The advisory compensation proposal; and
- Proposal 3: The adjournment proposal.
At the Sayona Extraordinary General Meeting, Sayona shareholders will be asked to vote on the following resolutions:
- Resolution 1: The proposed merger between Sayona and Piedmont, which involves a newly formed U.S. subsidiary of Sayona merger with and into Piedmont, resulting in Sayona being the ultimate parent entity;
- Resolution 2: The proposed issuance of 2,156,250,000 new shares (14,375,000 shares on a post-share consolidation basis – if the share consolidation is approved) in Sayona to Resource Capital Funds, which is conditional upon the passing of the Merger Resolution;
- Resolution 3: The ratification and approval of the prior issuance of 1,250,000,000 Sayona shares under the Unconditional Placement announced and issued in November 2024;
- Resolution 4: The change of name from Sayona Mining Limited to Elevra Lithium Limited, which is conditional upon the passing of the Merger Resolution;
- Resolution 5: The proposed share consolidation/reverse stock split by the conversion of every 150 Sayona shares held by a Sayona shareholder into 1 Sayona ordinary, full paid share; and
- Resolution 6: An increase in the aggregate amount paid to Sayona’s Non-Executive Directors from AU$900,000 to AU$1,250,000 per annum, which is conditional upon the passing of the Merger Resolution.
Your vote is very important, regardless of the number of shares that you own. Approval of the merger proposal is dependent upon shareholder approval.
