Published: November 20, 2024 |

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Piedmont Lithium and Sayona Mining have signed a definitive agreement to combine the two companies to create a leading lithium business, resulting in Sayona being the ultimate parent entity of the newly formed company, MergeCo.

The transaction will result in an approximate 50 percent / 50 percent equity holding of shareholders of Piedmont and Sayona in MergeCo immediately following the closing of the transaction.

“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,” said Piedmont Lithium’s President and Chief Executive Officer, Keith Phillips.

“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,” added Phillips.

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,” concluded Phillips.

“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,” said Sayona’s Chief Executive Officer and Managing Director, Lucas Dow.

The transaction has been unanimously approved by both the Piedmont and Sayona boards of directors. The transaction is expected to close during the first half of calendar year 2025.

GOVERNANCE AND LEADERSHIP

Upon completion of the merger, 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.

The MergeCo board will initially consist of eight members, including four directors to be appointed by Piedmont who will be deemed as independent by the Piedmont board, and one of which will be chair of the MergeCo board, and four directors to be appointed by Sayona, at least two of which will be deemed as independent by the Sayona board and one of which will be Lucas Dow, CEO of MergeCo.

Independent directors, who are appropriately qualified individuals having regard to MergeCo’s compliance requirements, will serve as the chairpersons 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 to be renamed at, or shortly after, the transaction completion.

Piedmont Lithium is developing a world-class, multi-asset, integrated lithium business focused on enabling the transition to a net zero world and the creation of a clean energy economy in North America. Its goal is to become one of the largest lithium hydroxide producers in North America by processing spodumene concentrate produced from assets where they hold an economic interest. Their projects include Its wholly-owned Carolina Lithium and Tennessee Lithium projects in the United States and partnerships in Quebec with Sayona Mining and in Ghana with Atlantic Lithium. These geographically diversified operations will enable Piedmont to play a pivotal role in supporting America’s move toward decarbonization and the electrification of transportation and energy storage.

Sayona Mining Limited is a North American lithium producer with projects in Québec, Canada and Western Australia. In Québec, Sayona’s assets comprise North American Lithium together with the Authier Lithium Project and the Tansim Lithium Project, supported by a strategic partnership with American lithium developer Piedmont Lithium. Sayona also holds a 60 percent stake in the Moblan Lithium Project in northern Québec. 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.

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