The following are brief answers to certain questions that you, as a stockholder of Piedmont, may have regarding the transaction and the other matters being considered at the Piedmont special meeting. You are urged to carefully read the proxy statement/prospectus and the other documents referred to or incorporated by reference in the proxy statement/prospectus in their entirety because this section may not provide all the information that is important to you regarding these matters.
Please refer to the section of the proxy statement/prospectus entitled ‘‘Summary’’ beginning on page 15 for a summary of important information regarding the merger agreement, the transaction and the related transactions. Additional important information iscontained in the annexes to, and the documents incorporated by reference into, the proxy statement/prospectus. You may obtain the information incorporated by reference in the proxy statement/prospectus, without charge, by following the instructions under the section of the proxy statement/prospectus entitled ‘‘Where You Can Find Additional Information’’ beginning on page 296.
You are receiving the proxy statement/prospectus because on the 18th of November 2024, Piedmont Lithium entered into a merger agreement with Sayona Mining. Pursuant to the merger agreement, and subject to the terms and conditions set forth within, Piedmont will become a wholly owned subsidiary of Sayona.
In order to complete the merger, Piedmont stockholders must vote to approve the Piedmont merger proposal at the Piedmont special meeting. The proxy statement/prospectus, which you should read carefully, contains important information about the merger, the merger agreement, the Piedmont special meeting and the matters to be voted on at the Piedmont special meeting. The merger agreement, which governs the terms and conditions of the transaction, is attached to the proxy statement/prospectus as Annex A.
If the Piedmont merger proposal is approved by Piedmont stockholders and the other closing conditions are satisfied or waived, then Piedmont will become a wholly owned subsidiary of Sayona, and Piedmont shares will no longer be publicly traded and will be delisted from the Nasdaq and ASX. Furthermore, Piedmont will no longer be required to file periodic reports, current reports, proxy statements, and other reports and documents with the SEC and ASX.
Sayona will continue to be listed on the ASX and expects to list Sayona American Depositary Shares, or ADSs, on the Nasdaq in the U.S. Sayona has submitted its initial listing application for the Sayona ADSs and expects to know the Nasdaq’s determination regarding such application prior to the Piedmont special meeting and the Sayona extraordinary general meeting.
Sayona intends to rebrand the combined company as Elevra Lithium Limited. If this name change is approved by Sayona shareholders, Piedmont shares will be converted to shares of Elevra Lithium. If the name change is not approved, then Piedmont shares will be converted to shares of Sayona Mining.
If the merger is completed, each eligible Piedmont CDI on the ASX, representing 1/100th of a share of Piedmont common stock, will be converted into the right to receive 0.035133 Sayona ordinary shares. This is contingent upon Sayona’s shareholder approval of a 150-for-1 share consolidation prior to the merger. If the consolidation is not approved, the exchange ratio will be 5.27 Sayona ordinary shares per Piedmont CDI.
As an example, assuming you held 100 CDIs, then you would be converted to having 100 times 5.27 or 527 Sayona shares after the transaction has completed. After applying the share consolidation ratio, then you will hold 527 divided by 150 or 3.5133 Sayona shares.
For Piedmont common shares traded on the Nasdaq, each eligible share will be converted into the right to receive 3.5133 Sayona ordinary shares if the consolidation is approved and effective prior to the merger, or 527 Sayona shares if the consolidation is not approved.
Further, Sayona intends to list American Depositary Shares, or ADSs, on the Nasdaq with each ADS representing 10 Sayona shares post consolidation. Piedmont common shares would be converted to ADSs, therefore, each share of Piedmont common stock would be converted into 0.35133 Sayona ADSs following the share consolidation.
As an example, if you held 1 share, then you will receive 1 times 527 or 527 Sayona shares after the transaction has completed. Applying the share consolidation ratio, you will hold 527 divided by 150 or 3.5133 Sayona shares. With the 1 for 10 ADS Issuance Ratio, after the consolidation you will hold 3.5133 divided by 10 or 0.35133 Sayona ADSs.
Fractional shares will not be issued and any your holding will be rounded up to the nearest whole share.
At the Sayona extraordinary general meeting, Sayona intends to seek the approval of its shareholders to consolidate Sayona ordinary shares at a ratio of 150 to 1. This means that every 150 Sayona ordinary shares will be converted into 1 Sayona ordinary share, with any resulting fractional shares rounded up to the nearest whole share. Closing of the merger is not conditioned upon the share consolidation being approved by Sayona shareholders or taking effect prior to completion.
If the Sayona share consolidation is approved and is effective prior to the time of the merger, then the exchange ratio will be adjusted so the consideration received by Piedmont stockholders is not impacted. Namely, the exchange ratio of 527 Sayona ordinary shares per one share of Piedmont common stock or 5.27 Sayona ordinary shares per Piedmont CDI will be divided by 150, resulting in the new exchange ratio being 3.5133 Sayona ordinary shares per one share of Piedmont common stock or 0.0351 Sayona ordinary shares per Piedmont CDI.
The number of Sayona ordinary shares represented by one Sayona ADS (1,500) would also be divided by 150, resulting in one Sayona ADS representing 10 Sayona ordinary shares.
Outside of changing the number of shares you own, there should not be any impact from the share consolidation, as the value of each share will increase proportionately to reflect the reduced number of shares.
While a share consolidation will not impact the value of an existing shareholder’s ownership, a higher share price is expected to appeal to a broader set of investors.
The closing date of the transaction is subject to Piedmont and Sayona shareholder approval and the satisfaction or waiver of the closing conditions described under the section entitled ‘‘The Merger Agreement—Conditions to the Completion of the Merger’’ beginning on page 171 of the proxy statement/prospectus.
No assurance can be given as to when, or if, the transaction will be completed, however, assuming shareholder approval and timely satisfaction or waiver of such closing conditions, Piedmont and Sayona expect that the transaction will be completed as quickly as practicable.
An American depositary share, or ADS, represents a specified number of securities of a non-U.S. company deposited with a custodian bank. For more information, see the section of the proxy statement/prospectus entitled ‘‘Description of Sayona American Depositary Shares’’ beginning on page 210.
A combination between Piedmont and Sayona will create a simpler and stronger lithium business through the combination of scale, optimization and growth potential.
The merger creates the largest hard rock lithium producer in North America, which solidifies the strategic importance of the North American Lithium operation, and presents a compelling growth profile with three high-quality development projects.
Additionally, it ensures economic alignment to pursue a brownfield expansion of North American Lithium. Studies to explore increasing annual production are underway and we believe that the expansion will come at a lower cost and improve the operational profile of the asset. This should better position NAL to operate through low price cycles and increased output may make offtake more attractive to customers.
On the corporate side, the combined business will have a strengthened balance sheet with additional capital injected into the business upon transaction completion. The combined company will also have a simplified corporate structure and benefit from reduced costs through the realization of synergies.
At the Piedmont special meeting, Piedmont stockholders will be asked to vote on the following proposals:
Your vote is very important, regardless of the number of shares that you own. Closing of the merger cannot happen with shareholder approval.
Yes, your vote is very important. Sayona and Piedmont cannot complete the merger without the approval of the Piedmont merger proposal.
The Piedmont board of directors unanimously recommends that you vote ‘‘FOR’’ the Piedmont merger proposal, ‘‘FOR’’ the advisory compensation proposal and ‘‘FOR’’ the adjournment proposal.
In considering the recommendations of the Piedmont board of directors, Piedmont stockholders should be aware that Piedmont directors and executive officers may have interests in the transaction that are different from, or in addition to, their interests as Piedmont stockholders. This is outlined in the section of the proxy statement/prospectus entitled ‘‘The Merger—Interests of Piedmont’s Directors and Executive Officers in the Transaction’’ beginning on page 21.
As of the date of the proxy statement/prospectus, Piedmont expects that Piedmont’s directors and executive officers eligible to vote on the Proposals brought before the Piedmont special meeting will vote their Piedmont common stock ‘‘FOR’’ the Piedmont merger proposal, ‘‘FOR’’ the advisory compensation proposal and ‘‘FOR’’ the adjournment proposal.
Piedmont’s directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of Piedmont’s stockholders. The Piedmont board considered these interests when evaluating, negotiating, approving and unanimously recommending that the merger agreement be adopted by Piedmont stockholders. For more information, please see the section of the proxy statement/prospectus entitled ‘‘The Merger—Interests of Piedmont’s Directors and Executive Officers in the Merger.’’
Yes. You may attend the Piedmont special meeting via a live interactive webcast on July 31, 2025, at 11:00 a.m., Eastern Time, by visiting www.virtualshareholdermeeting.com/PLL2025SM. Online check-in will begin at 10:45 a.m., Eastern Time, and you should allow ample time for the check-in procedures. You will need the 16-digit control number included on your proxy card or voting instruction form that accompanied your proxy materials to participate in the Piedmont special meeting and vote your shares. If you lose your control number, you may join the Piedmont special meeting as a guest, but you will not be able to vote.
Even if you plan to attend the special meeting, to ensure that your shares will be represented at Piedmont special meeting, please sign, date and return the proxy card you received in the mail or grant your proxy electronically using the instructions found on the proxy card. If you attend and vote at the meeting, your vote at the meeting will revoke any proxy previously submitted.
If, as of the record date, you are a beneficial owner of shares held in ‘‘street name,’’ you may not vote your shares of Piedmont common stock at the Piedmont special meeting unless you provide a ‘‘legal proxy’’ from your bank, broker or other nominee giving you the right to vote your shares of Piedmont common stock at the Piedmont special meeting.
Separately, Piedmont CDI holders are entitled to attend as guests but not vote at the Piedmont special meeting. CDI holders should instruct the CDI Depositary to vote their shares by following the instructions on the Piedmont CDI voting instruction form. If you are a Piedmont CDI holder, your vote must be received no later than 5:00 p.m., Eastern Time, on July 24, 2025, which is 7:00 a.m., Australian Eastern Standard Time, on July 25, 2025.
Your Piedmont Lithium Board believe the Merger presents, and is expected to provide, several significant strategic opportunities and benefits, including:
If your shares of Piedmont common stock are registered directly in your name with Piedmont’s transfer agent, Computershare Limited, you are considered to be the ‘‘stockholder of record.’’ If you are a stockholder of record, the proxy statement/prospectus and your proxy card have been sent directly to you by or on behalf of Piedmont. As a stockholder of record, you may attend the Piedmont special meeting and vote your shares of Piedmont common stock at the Piedmont special meeting using the control number on the enclosed proxy card. You may also vote by proxy, which involves granting your voting rights to a third-party as described on the enclosed proxy card.
If your shares of Piedmont common stock are held through a bank, broker or other nominee, you are considered the ‘‘beneficial owner’’ of shares of Piedmont common stock held in ‘‘street name.’’ If you are a beneficial owner of shares of Piedmont common stock held in ‘‘street name,’’ the proxy statement/prospectus has been forwarded to you by your bank, broker or other nominee who is considered to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares of Piedmont common stock by following their instructions for voting. You are also invited to attend the Piedmont special meeting. However, because you are not the stockholder of record, you may not vote your shares of Piedmont common stock at the Piedmont special meeting unless you provide a ‘‘legal proxy’’ from your bank, broker or other nominee giving you the right to vote your shares of Piedmont common stock at the Piedmont special meeting.
No. Your bank, broker or other nominee is only permitted to vote your shares of Piedmont common stock on any Proposal if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee to vote your shares of Piedmont common stock.
Without your instructions, your shares will not be counted for the purpose of obtaining a quorum and your shares will not be voted on any of the Proposals, which will have the same effect as if you voted ‘‘AGAINST’’ the Piedmont merger proposal.
A broker non-vote occurs if you hold your shares of Piedmont common stock in street name, do not provide voting instructions to your bank, broker or other nominee on a Proposal, and your bank, broker or other nominee does not have discretionary authority to vote on such Proposals. All of the Proposals at the Piedmont meeting are considered “non-routine” matters, so your bank, broker or other nominee lacks the authority to vote without your instructions.
A proxy is your legal designation of another person, referred to as a ‘‘proxy,’’ to vote your shares of Piedmont common stock. The written document describing the matters to be considered and voted on at the Piedmont special meeting is called a ‘‘proxy statement/prospectus.’’ The document used to designate a proxy to vote your shares of Piedmont common stock is called a ‘‘proxy card.’’
Regardless of the method that you choose to grant your proxy, the individual named on the proxy card will vote your shares of Piedmont common Stock in the way that you direct.
If you sign, date and return your proxy card but do not mark the boxes showing how your shares should be voted on a matter, or if you do not indicate how you wish to vote when designating a proxy by telephone or by the Internet, the shares represented by your properly authorized proxy will be voted as recommended by the Piedmont board. This means that, as applicable, they will be voted:
(1) ‘‘FOR’’ the Piedmont merger proposal;
(2) ‘‘FOR’’ the advisory compensation proposal; and
(3) ‘‘FOR’’ the adjournment proposal.
The Piedmont board decided to hold the Piedmont special meeting virtually to maximize stockholder attendance and participation by enabling stockholders to participate fully, and equally, from any location around the world, while providing a consistent experience to all stockholders. Piedmont believes this expands stockholder access, improves communications, and lowers Piedmont’s costs while reducing the environmental impact of the meeting.
Yes. If you are a stockholder of record entitled to vote at the Piedmont special meeting, you may change your vote or revoke your proxy at any time before it is voted at the Piedmont special meeting by:
If you hold your shares in ‘‘street name,’’ you should contact your bank, broker or other nominee for instructions regarding how to change your vote.
All holders of record of shares of Piedmont common stock who held shares at the close of business on June 16, 2025 are entitled to receive notice of and vote at the Piedmont special meeting. June 16, 2025 is considered the “record date.” Each holder of Piedmont common stock is entitled to cast one vote on each matter properly brought before the Piedmont special meeting for each share of Piedmont common stock owned as of the record date. Attendance at the Piedmont special meeting is not required to vote. Refer to the section of the proxy statement/prospectus entitled ‘‘Special Meeting of the Stockholders of Piedmont—Voting of Proxies’’ beginning on page 69 for instructions on how to vote your shares without attending the Piedmont special meeting.
Each Piedmont stockholder is entitled to one vote for each share of Piedmont common stock held of record as of the close of business on the record date.
A quorum means the presence in person (including virtually via the Internet) or by proxy of the holders of record of a majority of Piedmont’s common stock entitled to vote at the Piedmont special meeting.
If the proposal to adopt and approve the merger agreement is not approved by Piedmont stockholders or if the merger is not completed for any other reason, Piedmont stockholders will not receive Sayona ordinary shares or Sayona ADSs in exchange for Piedmont CDIs or Piedmont common stock, as applicable. Instead, Piedmont will remain an independent public company and Piedmont common stock will continue to be listed and traded on the Nasdaq and Piedmont CDIs will continue to be quoted on the ASX.
If the merger agreement is terminated, under specified circumstances, Piedmont may be required to pay Sayona a termination fee of $2.62 million and, under specified circumstances, Sayona may be required to pay Piedmont a termination fee of $2.62 million.
Proposal 1: Piedmont merger proposal. Assuming a quorum is present at the Piedmont special meeting, approval of the Piedmont merger proposal requires the affirmative vote of at least a majority of the outstanding shares of Piedmont common stock entitled to vote. Accordingly, a Piedmont stockholder’s abstention from voting or the failure of any Piedmont stockholder to vote will have the same effect as a vote ‘‘AGAINST’’ the Piedmont merger proposal.
Proposal 2: Advisory compensation proposal. Assuming a quorum is present at the Piedmont special meeting, approval of the compensation proposal requires the affirmative vote of at least a majority of the shares of Piedmont common entitled to vote. Accordingly, a broker non-vote or a Piedmont stockholder’s failure to return or submit a proxy and to attend the Piedmont special meeting will have no effect on the compensation proposal if a quorum is present, but the failure to vote will have the same effect as a vote ‘‘AGAINST’’ the compensation proposal.
Proposal 3: Adjournment proposal. Assuming a quorum is present at the Piedmont special meeting, approval of the adjournment proposal requires the affirmative vote of the holders of at least a majority of the shares of Piedmont common stock entitled to vote. Accordingly, a broker non-vote or a Piedmont stockholder’s failure vote will have no effect on the adjournment proposal if a quorum is present, but the failure to vote on the proposal to vote will have the same effect as a vote ‘‘AGAINST’’ the adjournment proposal.
Under SEC rules, Piedmont is required to seek a non-binding, advisory vote of its stockholders with respect to the compensation that may be paid or become payable to Piedmont’s named executive officers that is based on or otherwise relates to the transaction.
Because the vote to approve the compensation proposal is advisory in nature, the outcome of the vote will not be binding upon Piedmont or the combined company and the completion of the transaction is not conditioned or dependent upon the approval of the compensation proposal. Accordingly, the merger-related compensation may be paid to Piedmont’s named executive officers even if Piedmont’s stockholders do not approve the compensation proposal.
Before making any decision on whether and how to vote, Piedmont stockholders are urged to read carefully and in its entirety the information contained in the section of the proxy statement/prospectus entitled ‘‘Risk Factors.’’ Piedmont stockholders should also read and carefully consider the risk factors affecting Piedmont that are incorporated by reference into the proxy statement/prospectus entitled ‘‘Where You Can Find Additional Information’’ beginning on page 296.
It is intended that the merger qualify as a ‘‘reorganization’’ within the meaning of Section 368(a) of the Internal Revenue Code of 1986, in which case a U.S. holder generally would recognize no gain or loss on the exchange of Piedmont common stock for Sayona securities.
However, for the reasons described in ‘‘The Merger—Material U.S. Federal Income Tax Consequences’’ beginning on page 119, there is significant uncertainty concerning the U.S. federal income tax treatment of the exchange of Piedmont common stock for Sayona securities pursuant to the merger. Based on information available as of the date of the proxy statement, it is currently expected that, even if the merger qualifies as a reorganization, the exchange of Piedmont common stock for Sayona securities will result in the recognition of a gain but not a loss for U.S. holders.
Holders are cautioned that tax implications depend on factors that cannot be determined until after the closing of the merger, as well as the interpretation of legal authorities.
This should not be considered tax advice or relied upon as such, and you are advised to consult your own professional tax advisors.
Existing Piedmont stockholders should be aware that the exchange of Piedmont common stock, including any Piedmont CDIs, under the merger may have tax consequences in Australia. The specific Australian tax consequences will vary depending on each holder’s specific circumstances, including whether you are an Australian Tax Resident or a Foreign/Non-Australian Tax Resident.
For more information about the Australian tax implications under the merger, see the section of the proxy statement/prospectus entitled ‘‘The Merger—Australian Tax Considerations’’ beginning on page 127. The summary information provided in that section of the proxy statement/prospectus does not take account of the individual circumstances of existing stockholders and does not constitute tax advice or be relied upon as such.
Accordingly, you should consult your own professional tax advisors to determine the Australian tax consequences of the merger.
The Board of Directors of Elevra Lithium will consist of four Piedmont nominees, including the Chair designate of Elevra Lithium, and four Sayona nominees, including the current Managing Director and CEO of Sayona.
As of the closing the Board will be comprised of Dawne Hickton as Chair, Lucas Dow who is also the Managing Director and CEO, Christina Alvord, James Brown, Jeff Armstrong, Allan Buckler, Jorge Beristain, and Laurie Lefcourt.
Paul Crawford and Philip Lucas from Sayona’s Board of Directors and Michael Bless and Claude Demby from Piedmont’s Board of Directors will retire as directors upon closing of the Transaction and will not join the Board of Directors of Elevra Lithium.
We cannot provide any financial advice in relation to the transaction or any of your personal circumstances. All Piedmont Lithium shareholders are encouraged to carefully read the joint proxy statement/prospectus before deciding whether to vote in favour.
Your vote is important, so you are encouraged to vote your shares.
Voting is not compulsory. However, Piedmont Lithium will only be able to proceed with the Merger if a quorum is reached and the proposals are approved by their shareholders. Therefore, voting is important, and the Piedmont Lithium Directors encourage you to vote.
If you are both a Piedmont Lithium a Sayona Mining stockholder, you will receive two separate packages of proxy materials. A vote cast as a Piedmont holder will not count as a vote cast as a Sayona Mining stockholder, and vice versa. Therefore, please follow the instructions included with each set of materials you receive in order to submit separate proxies for your Piedmont Lithium and your Sayona Mining shares.
If available, Piedmont may announce preliminary voting results at the conclusion of the Piedmont special meeting. Piedmont intends to publish final voting results in a filing with the SEC following the Piedmont special meeting. All reports that Piedmont files with the SEC are publicly available when filed.
Piedmont has engaged Sodali & Co. to assist in the solicitation of proxies for the Piedmont special meeting and to act as information agent. Piedmont will pay Sodali & Co. for certain fees and expenses that relate to or arise out of its solicitation of proxies.
Piedmont also may be required to reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of Piedmont common stock, respectively.
Piedmont’s directors, officers and employees also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.
You can find more information about Sayona and Piedmont from the various sources described under the section of the proxy statement/prospectus entitled ‘‘Where You Can Find Additional Information’’ beginning on page 296.
COMPUTERSHARE INVESTOR SERVICES PTY LIMITED
Level 17, 221 St Georges Terrace, PERTH, WA, AUSTRALIA, 6000
CONTACT NUMBER – 1300 850 505
42 E Catawba Street, Belmont, North Carolina, 28012
Telephone: +1 704 461 8000
Website: http://www.piedmontlithium.com
