M&A - Piedmont Lithium Inc.

Form Type: 425

Filing Date: 2025-05-20

Corporate Action: Merger

Type: New

Accession Number: 000110465925051064

Filing Summary: A filing by Sayona Mining Limited is made in relation to the proposed merger with Piedmont Lithium Inc. The document outlines the operational and financial performance prior to the merger, which includes background on key executives involved, the market position of the merged entity, and milestones leading toward the merger's completion. Shareholder approval will be sought alongside a proposed share consolidation of 1:150. Sayona has received all regulatory approvals needed for the merger, which aims to solidify its status as North America's largest operating lithium producer and enhance access to growth opportunities. The document lists upcoming shareholder votes and emphasizes the merger's strategic importance, including operational synergies and financial stability. It highlights a conditional capital raise of A$69 million at merger completion and various initiatives to enhance production and operational efficiency. The merged company, tentatively named Elevra Lithium, will maintain listings on both ASX and Nasdaq to attract diverse investors, and the board composition will reflect equal representation of both companies’ shareholders.

Form Type: 10-Q

Filing Date: 2025-05-07

Corporate Action: Merger

Type: Update

Accession Number: 000172820525000099

Filing Summary: Piedmont Lithium Inc. reports for the quarter ending March 31, 2025, detailing revenues of $19.996 million and a net loss of $15.631 million. The document discusses the company's merger with Sayona Mining Limited as per the Merger Agreement dated November 18, 2024. Key financials show a gross profit of $134,000, a significant drop in operating expenses compared to previous periods, and adjustments made due to changes in the lithium market. The report outlines challenges faced such as net losses, cash flow management, and reliance on equity method investments, while detailing efforts towards cost savings. Piedmont acknowledges risks tied to its operating strategy and highlights measures taken to ensure sufficient liquidity and capital funding. The report includes administrative updates and information about common stock issuance, as well as ongoing operational commitments, including a Credit Facility of $25 million.

Form Type: 425

Filing Date: 2025-04-23

Corporate Action: Merger

Type: Update

Accession Number: 000110465925037991

Filing Summary: On April 23, 2025, Sayona Mining Limited announced an amendment to the merger agreement with Piedmont Lithium Inc. This amendment updates the terms of their proposed transaction which aims to combine both companies to form a leading hard rock lithium business. Key updates include a proposed consolidation of Sayona’s shares at a 150:1 ratio pending shareholder approval, along with an updated exchange ratio of 3.5133 Sayona shares for each Piedmont Lithium share if the consolidation is executed. Additionally, Sayona is seeking approval to change its name to Elevra Lithium Limited and adjust related ticker symbols on the ASX and Nasdaq. Other shareholder approvals include the ratification of a prior equity financing and an increase in directors’ fees post-merger. The details will be incorporated into upcoming shareholder meetings and regulatory filings, with further information to be provided in documents that will be filed with the SEC.

Form Type: 425

Filing Date: 2025-04-23

Corporate Action: Merger

Type: Update

Accession Number: 000110465925037996

Filing Summary: Sayona Mining Limited has filed communication regarding the proposed merger with Piedmont Lithium Inc., which aims to create a leading lithium business. Subject to shareholder approval, Sayona plans to change its name to Elevra Lithium Limited post-merger. The transaction proposes an approximate 50% equity split for shareholders of both companies upon completion. Significant regulatory approvals have been obtained, including Canadian and U.S. competition reviews. Shareholder meetings will seek approval for the merger and a planned consolidation of Sayona shares at a 150:1 ratio, with a conditional capital raise of approximately A$69 million. The transaction is targeted for completion by mid-2025, with further details to be communicated ahead of the Extraordinary General Meeting (EGM), including upcoming filings with the SEC.

Form Type: 8-K

Filing Date: 2025-04-23

Corporate Action: Merger

Type: New

Accession Number: 000172820525000074

Filing Summary: On April 23, 2025, Piedmont Lithium Inc. announced an update regarding regulatory approvals and share consolidation as part of its merger with Sayona Mining. The announcement, detailed in a press release attached as Exhibit 99.1, outlines the current status of the merger process and any relevant implications for shareholders. This information serves to inform stakeholders of progress in the merger and the expected impact on share structure. The press release is incorporated by reference in this report, and information herein is not deemed 'filed' under various sections of the Securities Exchange Act or incorporated in other filings.

Form Type: 8-K

Filing Date: 2025-04-23

Corporate Action: Merger

Type: Update

Accession Number: 000172820525000075

Filing Summary: On April 22, 2025, Piedmont Lithium Inc. entered into Amendment No. 1 to the Agreement and Plan of Merger with Sayona Mining Limited and Shock MergerCo Inc. The amendment pertains to the proposed merger originally announced on November 19, 2024, which aims to combine the two companies and create a leading lithium business. A press release regarding this amendment was issued on April 23, 2025, providing further details on the merger terms and future plans.

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.

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.

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.

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.

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.

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.

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.