Update on Regulatory Approvals and Reverse Stock Split for Merger With Sayona Mining

Business Wire

Wed, Apr 23, 2025, 2:05 PM 4 min read

BELMONT, N.C., April 23, 2025--(BUSINESS WIRE)--Piedmont Lithium Inc. ("Piedmont," "the Company," "we," "our," or "us") (Nasdaq: PLL; ASX: PLL), a leading North American supplier of lithium products critical to the U.S. electric vehicle supply chain, and Sayona Mining Limited ("Sayona") provide an update in relation to the proposed merger between Piedmont and Sayona announced on November 19, 2024 (the "Transaction") that will combine the two companies to create a leading lithium business to be named Elevra Lithium Limited ("Elevra"), subject to shareholder approval.

Since the Transaction announcement, significant progress has been made in preparing for the shareholder votes for both Piedmont and Sayona. Approval has been obtained for the Investment Canada Act (ICA) and the Hart-Scott-Rodino (HSR) Act, and the Committee on Foreign Investment in the United States (CFIUS) has completed its review and advised that it will take no further action with respect to the Transaction.

Completion of the Transaction remains subject to approval by Piedmont and Sayona shareholders and other customary conditions for a transaction of this nature and is targeted to close in mid-2025. A disclosure document containing important information about the Transaction will be delivered to Piedmont shareholders and filed with the U.S. Securities and Exchange Commission in due course, likely in the first half of calendar 2025, prior to a Piedmont shareholder meeting to seek approval of the Transaction.

An Extraordinary General Meeting of Sayona shareholders is expected in the first half of calendar 2025 to seek, among other things, approval of:

the Transaction;
the conditional placement of Sayona shares to Resource Capital Fund VIII, L.P. to raise gross proceeds of approximately A$69 million (~US$43 million) following completion of the Transaction;
the change of name to Elevra Lithium Limited; and
a reverse stock split (commonly referred to as a share consolidation) of Sayona shares at a conversion ratio of 1-for-150, where every 150 shares of Sayona held will be converted into 1 Sayona share.

The reverse stock split follows a review of Sayona’s issued share capital and, if approved by Sayona shareholders, will result in a reduction of shares on issue and a proportionally higher share price which we believe will be more attractive to a broader set of investors. The reverse stock split should not impact the value of your holding, and an example of the proposed reverse stock split can be found at the end of this release.

Upon completion of the Transaction, each Piedmont Lithium Chess Depository Interest ("CDI") will be converted into 5.27 Sayona ordinary shares or 0.0351 Sayona ordinary shares if the reverse stock split is completed prior to the Transaction. Each share of Piedmont Lithium common stock will be converted into 527 Sayona ordinary shares or 3.51 Sayona ordinary shares if the reverse stock split is completed prior to the Transaction. In addition to the 1-for-150 ratio, the proposed listing of Sayona American Depository Shares ("ADS") on the Nasdaq will be issued at a ratio of 1-for-10 post the reverse stock split.

"We are pleased to announce that we have received the necessary regulatory approvals for the Transaction, a significant milestone that reflects the important strategic alignment between Piedmont and Sayona. Elevra Lithium will be exceptionally well-positioned to serve the growing need for lithium resources and we are excited about the long-term growth and success that this combination will drive," said Keith Phillips, President and CEO of Piedmont Lithium.

Illustrative Example of the Proposed Reverse Stock Split

Proposed Reverse Stock Split	Before Reverse Split	After Reverse Split
Reverse Split Ratio		1-for-150
Number of Sayona Shares Held	150,000	1,000	= 150,000 / 150
Share Price (A$)	0.018	2.700	= 0.018 x 150
Value (A$)	2,700	2,700

Piedmont Lithium Chess Depository Interests
Number of Piedmont Shares Held Prior to Transaction	1
Transaction Exchange Ratio	5.27-for-1
Number of Sayona Shares Held Post Transaction	5.27	= 1 x 5.27
Reverse Stock Split Ratio	1-for-150
Number of Sayona Shares Held After Reverse Stock Split	0.0351	= 5.27 / 150

Piedmont Lithium Common Stock (Nasdaq)
Number of Piedmont Shares Held Prior to Transaction	1
Transaction Exchange Ratio	527-for-1
Number of Sayona Shares Held Post Transaction	527	= 1 x 527
Reverse Stock Split Ratio	1-for-150
Number of Sayona Shares Held After Reverse Stock Split	3.51	= 527 / 150
ADS Issuance Ratio	1-for-10
Number of Sayona ADSs Held After Reverse Stock Split	0.351	= 3.51 / 10