M&A - Piedmont Lithium Inc.

Form Type: 425

Filing Date: 2025-04-10

Corporate Action: Merger

Type: New

Accession Number: 000110465925033751

Filing Summary: On April 10, 2025, Sayona Mining Limited announced its plans to merge with Piedmont Lithium Inc. This transaction aims to create a leading lithium business named Elevra Lithium upon completion, subject to Sayona shareholders' approval. The new company will have an initial board consisting of 8 members, equally appointed by both companies. Key nominations include Ms. Dawne Hickton as Chair Designate and Mr. Lucas Dow as Managing Director and CEO. The merger is positioned to optimize production capabilities and enhance growth strategies to address rising global lithium demand. An Extraordinary General Meeting is anticipated in the first half of 2025 for shareholder approval of the merger, which is expected to provide a strengthened balance sheet and simplified ownership structure for the new entity.

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Form Type: 8-K

Filing Date: 2025-04-10

Corporate Action: Merger

Type: Update

Accession Number: 000172820525000056

Filing Summary: On April 10, 2025, Piedmont Lithium Inc. announced an update regarding its proposed merger with Sayona Mining Ltd, which was originally announced on November 19, 2024. The merger aims to combine the strengths of both companies to establish a leading lithium business in the market. This document includes a press release attached as Exhibit 99.1, which provides further details on the merger and its anticipated impacts.

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Form Type: 425

Filing Date: 2025-03-03

Corporate Action: Merger

Type: New

Accession Number: 000110465925019810

Filing Summary: Sayona Mining Limited has filed a communication related to the proposed merger with Piedmont Lithium Inc., which involves the creation of a new US subsidiary that will merge with Piedmont, making Piedmont a wholly owned subsidiary of Sayona in the process. The merger aims to have an approximate ownership split of 50% between Sayona and Piedmont shareholders. The merged entity, referred to as MergeCo, will be based in Australia with primary listing on the ASX and secondary listing on NASDAQ. The merger is subject to shareholder approvals, and Sayona encourages its shareholders to review forthcoming explanatory materials. A registration statement on Form F-4 that will also act as a prospectus is to be filed with the SEC regarding the transaction. The document emphasizes the importance of reviewing the official materials once available, highlighting the regulatory steps already taken and ongoing integration planning for the merger.

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Form Type: 425

Filing Date: 2025-02-28

Corporate Action: Merger

Type: New

Accession Number: 000110465925019175

Filing Summary: Sayona Mining Limited is filing a communication related to the proposed merger with Piedmont Lithium Inc., which aims to create a leading North American lithium producer with operational synergies and a robust project portfolio. The merger is anticipated to finalize by mid-2025, pending regulatory and shareholder approvals. Sayona discusses its recent operational success, including a 57% increase in concentrate production and 59% increase in sales volume. Financial highlights include a revenue of $122 million for the half-year, with a reported underlying EBITDA loss of $37 million. The company emphasizes its strong market position and growth strategy, driven by the merger with Piedmont and ongoing exploration and capital projects. Sayona also successfully raised $38 million in capital and is committed to disciplined financial strategies in light of market fluctuations and the competitive nature of the lithium sector.

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Form Type: 425

Filing Date: 2025-02-28

Corporate Action: Merger

Type: New

Accession Number: 000110465925019178

Filing Summary: Sayona Mining Limited has filed a communication regarding the proposed merger with Piedmont Lithium Inc. This document serves to inform stakeholders about the upcoming extraordinary general meeting where shareholders will receive a notice and explanatory materials related to the merger. Sayona plans to file a registration statement on Form F-4, which will include a prospectus and other pertinent documents with the SEC. It emphasizes the importance for investors and shareholders to read these documents thoroughly when available, as they will contain essential details about the transaction. Sayona asserts that no securities will be offered except through a compliant prospectus. Additionally, there is a note clarifying that this communication is not a solicitation of proxies, although certain individuals involved with both companies may be considered participants in the solicitation process. Further details regarding directors and executive officers of both firms can be found in their respective annual reports, which are accessible online. The intention is to ensure transparency and to keep all interested parties informed as the deal progresses.

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Form Type: 425

Filing Date: 2025-02-28

Corporate Action: Merger

Type: New

Accession Number: 000110465925019182

Filing Summary: Sayona Mining Limited has announced a proposed merger with Piedmont Lithium Inc. under a newly formed US subsidiary named MergeCo. The merger aims for Sayona to become the ultimate parent entity, with Piedmont as a wholly owned subsidiary. Shareholders will receive additional meeting notifications and explanatory materials prior to an extraordinary general meeting. Post-merger, ownership will be approximately 50% for both Sayona and Piedmont shareholders. The transaction is expected to enhance liquidity through an ASX primary listing and a NASDAQ secondary listing. Following the merger, new branding for MergeCo is planned. Regulatory approvals are underway with target completion by mid-CY2025, following filings related to national security and anti-trust considerations. The merger is poised to create a leading North American lithium producer, benefiting from combined assets and production capabilities.

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Form Type: 10-K

Filing Date: 2025-02-26

Corporate Action: Merger

Type: Update

Accession Number: 000172820525000047

Filing Summary: Piedmont Lithium Inc. is advancing a multi-asset, integrated lithium business targeting support for the clean energy economy. The firm has outlined its strategic plan to supply lithium hydroxide for electric vehicles and battery manufacturing in North America, leveraging its diverse asset portfolio which includes Carolina Lithium, operational mines in Quebec (North American Lithium), and projects in Ghana. A significant highlight of the report is the proposed merger with Sayona Mining, formalized through the Merger Agreement dated November 18, 2024, where each share of Piedmont common stock is set to convert into a number of Sayona Mining shares at the time of consummation, estimated for mid-2025. This merger is contingent upon various closing conditions, including approval from shareholders of both companies. The filing also discusses the performance of the NAL mine and how Piedmont's operational strategy is poised for growth, focusing on the increased global demand for lithium due to its importance in energy transition. Financial highlights include record quarterly production and strategic sales of equity interests in Sayona Mining, which yielded substantial proceeds. The company is noted for its planned sustainable development in line with ESG targets for lithium production.

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