Sayona and Piedmont Lithium to Merge
Brisbane, Nov 19, 2024 AEST (ABN Newswire) - Sayona Mining Limited (
ASX:SYA) (DML:FRA) (SYAXF:OTCMKTS) and Piedmont Lithium to Merge and create a leading North American lithium producer and developer.
- Sayona and Piedmont to combine in all-stock merger with ownership split of approximately 50% / 50% on a fully diluted basis immediately post-merger and prior to the conditional equity raise
- Creating a leading North American hard rock lithium producer with geographically advantaged spodumene resources of global scale
- Simplified corporate structure aligns North American Lithium ("NAL") offtake economics, and removes contractual complexities
- Unified ownership of NAL unlocks the potential for a significant brownfield expansion
- Combined scale provides strategic flexibility to combine and optimize downstream strategies
- Material corporate, logistics, marketing, and procurement synergies
- Significantly strengthened balance sheet with two-staged equity financing, with post-merger raise led by cornerstone subscription from Resource Capital Fund VIII L.P., associated with Resource Capital Funds ("RCF"), a critical minerals and mining-focused global investment firm.
- MergeCo will endeavour to complete an additional equity raise for eligible retail shareholders post-closing North American Lithium producer Sayona Mining Limited ("Sayona") (ASX:SYA) (SYAXF:OTCMKTS) and Piedmont Lithium Inc. ("Piedmont Lithium") (NASDAQ:PLL) (ASX:PLL) announce the signing of a definitive agreement (the "Merger Agreement") to combine the two companies to create a leading lithium business, resulting in Sayona being the ultimate parent entity ("MergeCo") (the "Transaction").
The Transaction will result in an approximate 50% / 50% equity holding of shareholders of Sayona and Piedmont Lithium (on a fully diluted basis) in MergeCo immediately following the closing of the Transaction. Sayona is undertaking a capital raise of approximately A$40 million. Upon closing of the Transaction, Sayona will also undertake a conditional placement ("Conditional Placement") for A$69 million in MergeCo to Resource Capital Fund VIII L.P. ("RCF VIII"). The Conditional Placement is subject to completion of the Transaction and requisite Sayona shareholder approval and other conditions.
Piedmont will be undertaking a proposed capital raise of approximately US$27 million. The equity raisings, aggregating to approximately A$149 million plans to ensure MergeCo is well positioned to accelerate growth within its enlarged portfolio.
Completion of the Transaction is subject to shareholder approval for both companies and is expected to close in the first half of calendar year 2025. An Extraordinary General Meeting ("EGM NoM") of Sayona shareholders is expected to be held in the first half of CY2025 to seek, amongst other things, approval of the Transaction. A proxy statement containing important information about the Merger will be dispatched to Piedmont shareholders and filed with the U.S. Securities and Exchange Commission prior to a Piedmont shareholder meeting to seek approval of the Transaction.
Sayona's Chief Executive Officer and Managing Director, Lucas Dow, said: "This merger marks a transformative step for Sayona and Piedmont, creating a leading North American lithium producer with the scale and capabilities to meet the growing demand for lithium products. We believe our combined resources and expertise will enable us to deliver significant value to our shareholders and stakeholders. We are excited about the opportunities this merger presents to accelerate our growth plans and enhance our strategic flexibility."
Piedmont Lithium's President and Chief Executive Officer, Keith Phillips, said: "This merger combines two complementary businesses and will create a larger and stronger company. MergeCo will be North America's largest lithium producer and will have an attractive growth profile with three DFS-stage development projects and an exciting near-term brownfield expansion opportunity at NAL. The merger financing, corner-stoned by leading mining private equity group RCF, will enable us to weather the current industry downturn while making intelligent investments in our growth projects to be positioned for the recovery in lithium markets that we expect in the medium-term. MergeCo will be domiciled in Australia, but will maintain a listing on Nasdaq and a strong commitment to our Carolina Lithium project and our U.S. headquarters in Belmont, North Carolina."
Sayona Mining Limited Board unanimously recommend the Transaction
The Merger Agreement and the Transaction have been unanimously approved by the board of directors of Sayona ("Sayona Board of Directors"). The Sayona Board of Directors unanimously recommend shareholders vote in favour of the Transaction and intend to vote, or procure the voting of, any Sayona shares held by them in favour of the Transaction, in each case subject to a superior proposal.
Strategic Rationale for the Transaction
A combination between Sayona and Piedmont Lithium will create a simpler and stronger lithium business that is wellpositioned to grow through cycles. The combination is anticipated to deliver scale, optimization and growth potential, creating the largest producer of hard rock lithium in North America.
- Creates largest hard rock lithium producer in North America with compelling growth profile
o Currently the largest producing hard rock lithium miner in North America
o Significant combined lithium Ore Reserve estimate totalling 70.4Mt @ 1.15% Li2O and Mineral Resource estimate totalling 153.5Mt @ 1.15% Li2O (Measured and Indicated) and 51.4Mt @ 1.07% Li2O (Inferred)
Three high-quality development projects and the potential for brownfield expansion of NAL
- Economic alignment to pursue NAL brownfield expansion
o Consolidated NAL offtake economics
o Early, internal studies commenced, underpinned by a significant resource base
o Low capital intensity with a lower cost base and shorter permitting process than identified greenfield projects
- Simplified corporate structure and shared benefits of synergies
o Optimized logistics and procurement with potential to deliver lower operating costs
o Marketing synergies expected through significantly expanded customer relationships
- Strengthened balance sheet with ability to fund and accelerate growth projects
o Capital raising provides MergeCo with funding runway to operate
o MergeCo go forward funding strategy is expected to focus on introducing strategic project-level partners with technical and funding capability and progressing non-dilutive sources of funding
Transaction Structure
The Transaction will be implemented by way of an Agreement and Plan of Merger between Sayona and Piedmont Lithium.
A newly formed subsidiary of Sayona will merge with Piedmont Lithium which will result in Sayona Mining Limited being the ultimate parent entity of the merged group and will continue to be domiciled in Australia, with an ASX primary listing and a Nasdaq secondary listing of American depositary shares ("ADSs").
Under the terms of the Transaction, existing holders of Piedmont Lithium shares of common stock will receive Sayona ADSs corresponding to 527 Sayona ordinary shares for each Piedmont Lithium share of common stock held and existing holders of Piedmont Lithium CHESS Depository Interests ("CDIs") will receive 5.27 Sayona Mining Limited ASX listed ordinary shares (instead of an ADS) for each Piedmont Lithium CDI held. The Transaction will result in an approximate 50% / 50% equity holding of shareholders of Sayona and Piedmont Lithium in MergeCo (on a fully diluted basis), prior to the Conditional Placement.
Governance and Leadership
Upon completion of the Transaction, Lucas Dow will become the CEO and Managing Director of MergeCo and Keith Phillips will become a Strategic Advisor to MergeCo for a transition period of up to 6 months.
The MergeCo Board will initially consist of 8 members, including (i) 4 directors to be appointed by Sayona, at least two of which will be deemed as independent by the Sayona Board of Directors and one of which will be Lucas Dow, CEO and Managing Director of MergeCo, and (ii) 4 directors to be appointed by Piedmont Lithium who will be deemed as independent by the Piedmont Lithium board, and one of which will be Chair of the MergeCo Board.
Independent directors, who are appropriately qualified individuals having regard to MergeCo's compliance requirements, will serve as the chairpersons of each of the Audit and Risk Committee, the Nomination Committee and the Remuneration Committee of MergeCo.
MergeCo will have a global presence with corporate headquarters in Brisbane, Australia, and offices in Belmont, North Carolina and Montreal, Quebec. Subject to shareholder approval of the Transaction, MergeCo is intended be renamed at, or shortly after, the Transaction completion.
Closing Conditions and Timing
The Transaction has been unanimously approved by both the Sayona and Piedmont Lithium Boards of Directors. The Transaction is expected to close in the first half of 2025.
Closing of the Transaction is subject to:
- approval by Sayona and Piedmont shareholders;
- international regulatory approvals, including approval from the Committee on Foreign Investment in the United States (CFIUS), approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) and approval under the Investment Canada Act;
- any required ASIC or ASX relief;
- effectiveness of the registration statement/prospectus under U.S. securities laws; and
- other customary conditions for a transaction of this nature.
The Merger Agreement includes reciprocal exclusivity arrangements (including notification obligations) in favour of both parties, a matching right regime in favour of both parties and mutual termination fees in favour of both parties. The exclusivity arrangements are subject to customary exceptions that enable the directors of Sayona and Piedmont Lithium to comply with their respective fiduciary and/or statutory duties, including in respect of a superior proposal.
Sayona and Piedmont Lithium shareholders do not need to take any action at this time. A notice of meeting containing important information about the Transaction ("EGM NoM") will be dispatched to Sayona shareholders and released on ASX in due course, likely in the first half of CY2025. A disclosure document containing important information about the Transaction will be dispatched to Piedmont Lithium shareholders and filed with the U.S. Securities and Exchange Commission ("SEC") in due course.
Further details of the terms and conditions of the Transaction are set out in the Merger Agreement, a copy of which is attached to this announcement.
Capital Raising Overview
As part of the Transaction, the parties intend to raise equity capital aggregating to approximately A$149 million in a series of transactions.
Unconditional placement by Sayona
In addition to the Transaction, Sayona is undertaking a fully underwritten unconditional institutional placement to raise approximately A$40 million (~US$27 million) (before costs) through the issue of approximately 1,250 million new shares in Sayona ("New Shares") utilising Sayona's available capacity under ASX Listing Rule 7.1 ("Sayona Unconditional Placement").
Piedmont Lithium separately intends to undertake a capital raise of approximately A$40 million (~US$27 million) (before costs) ("Piedmont Placement").
New Shares under the Sayona Unconditional Placement will be issued at an offer price of $0.032 per New Share ("Offer Price"), representing a:
- 15.8% discount to the last closing price of $0.0380 on ASX on Monday, 18 November 2024; and
- 8.7% discount to the 5-day volume weighted average price (VWAP) of $0.0350 up to and including Monday, 18 November 2024
New Shares issued under the Sayona Unconditional Placement will rank equally with existing Sayona ordinary shares.
The Sayona Unconditional Placement is not subject to any conditions and will proceed regardless of if the Transaction proceeds to completion.
Funds from the Sayona Unconditional Placement will be applied to fund Sayona's standalone expenditure to completion, including:
- Preliminary studies to review Moblan DFS development capex
- NAL capital projects to optimise production in terms of both operating and capital expenditure
- General corporate purposes
Conditional placement by MergeCo
In addition to the Sayona Unconditional Placement and Piedmont Placement, Sayona is undertaking a Conditional Placement to RCF VIII to raise approximately A$69 million (~US$45 million) (before costs) through the issue of 2,156.25 million new shares in MergeCo at the same price as the Sayona Unconditional Placement. The Conditional Placement will be subject to Sayona shareholder approval for the purposes of the ASX Listing Rules at an extraordinary general meeting ("EGM"), completion of the Transaction occurring in accordance with the terms and conditions of the Merger Agreement, and other conditions.
A summary of the terms to the RCF subscription agreement can be found at Annexure II. If the Conditional Placement completes on its terms, then RCF VIII will be entitled to certain information rights and to nominate an observer to the Board.
In addition, and also conditional on closing of the Merger, MergeCo is considering undertaking a further equity raising of up to US$15 million that will enable eligible MergeCo securityholders to participate in an equity financing of MergeCo.
Funds raised through the Conditional Placement and any further equity raising will be applied to value accretive spend which will be pursued by MergeCo, such as preliminary studies for the NAL brownfield expansion and activities to progress the Moblan, Ewoyaa and Carolina projects. Further details on the proposed application of Capital Raising funds can be found in the Investor Presentation also provided to the ASX today.
The Sayona Board of Directors unanimously recommend shareholders vote in favour of the Conditional Placement and intend to vote, or procure the voting of, any Sayona shares held by them in favour of the Conditional Placement.
Full details of the Conditional Placement will be set out in the EGM NoM which is expected to be released to the ASX and dispatched to eligible shareholders in the first half of CY2025.
Additional Information
Further details of the Transaction and the Capital Raising are set out in the Investor Presentation also provided to the ASX today. The Investor Presentation contains important information including key risks and foreign selling restrictions with respect to the Capital Raising.
Conference Calls
Sayona and Piedmont Lithium management will host joint calls to discuss the Transaction.
The Sayona hosted joint conference call will be held during Australian business hours at 2:30PM AEDT on 19 November 2024. Investors and analysts can access the live webcast at:
https://webcast.openbriefing.com/ms-mu-2024/
The Piedmont Lithium hosted joint conference call will be held during U.S. business hours at 8:30AM ET on 19 November 2024. Investors and analysts can access the webcast at:
https://webcast.openbriefing.com/ms-mu-2024/
Advisors
Morgan Stanley is acting as exclusive financial advisor and Herbert Smith Freehills, Baker Botts and McCarthy Tetrault are acting as legal counsel to Sayona.
J.P. Morgan is acting as exclusive financial advisor and Thomson Geer, Gibson Dunn and Bennett Jones are acting as legal counsel to Piedmont Lithium.
Canaccord Genuity is acting as equity capital markets adviser to the Transaction and sole lead manager, underwriter and bookrunner to the Sayona Unconditional Placement and Conditional Placement.
*To view the timetable and additional information, please visit:
https://abnnewswire.net/lnk/2469FTY6
To view the Merger Presentation, please visit:
https://www.abnnewswire.net/lnk/7600PMW5
About Sayona Mining Limited
Sayona Mining Limited (ASX:SYA) (OTCMKTS:SYAXF) is a North American lithium producer with projects in Quebec, Canada and Western Australia. In Quebec, Sayona's assets comprise North American Lithium together with the Authier Lithium Project and its emerging Tansim Lithium Project, supported by a strategic partnership with American lithium developer Piedmont Lithium Inc. (ASX:PLL). Sayona also holds a 60% stake in the Moblan Lithium Project in northern Quebec.
In Western Australia, the Company holds a large tenement portfolio in the Pilbara region
prospective for gold and lithium. Sayona is exploring for Hemi-style gold targets in the world-class Pilbara region, while its lithium projects include Company-owned leases and those subject to a joint venture with Morella Corporation (ASX:1MC).
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