Piedmont Lithium and Sayona Mining have announced an amendment to their merger agreement, which could see the formation of a new entity, Elevra Lithium.
In November 2024, the companies signed a definitive agreement to merge their businesses into a lithium-focused entity, with Sayona emerging as the ultimate parent company (MergeCo).
The amendment stipulates that Sayona will seek shareholder approval for a share consolidation at a ratio of 150:1 before the transaction’s completion.
If approved, an updated exchange ratio of 3.5133 Sayona shares for each Piedmont share will be implemented, compared with the original 527:1 ratio without consolidation.
Additionally, one Sayona American Depositary Share will represent 1,500 pre-consolidation Sayona shares or ten post-consolidation shares.
Sayona also plans to seek approval to change the company’s name to Elevra Lithium, with shares trading under the ticker symbol ‘ELV’ on the Australian Securities Exchange (ASX) and ‘ELVR’ on Nasdaq.
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By GlobalDataThe amendment also includes the ratification of the issuance of 1.25 billion Sayona shares in an equity financing round completed in November 2024 and a proposal to increase the maximum aggregate directors’ fees to reflect the larger board post-merger.
Sayona managing director and CEO Lucas Dow said: “This merger represents an exciting new chapter for our companies, our shareholders and the broader lithium industry.
“We are confident that Elevra Lithium will emerge as a leader in the sector, well-positioned to contribute to the global energy transition. I encourage all stakeholders to support the merger ensuring that we capitalise on the significant opportunities ahead.”
Upon completion, the transaction will result in approximately equal equity holdings for Sayona and Piedmont shareholders in the new Elevra Lithium.
The companies have secured necessary approvals under the Investment Canada Act, Hart-Scott-Rodino Act and clearance from the Committee on Foreign Investment in the US.
Piedmont Lithium president and CEO Keith Phillips said: “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.”
The completion of the transaction is contingent upon approval from the shareholders of Piedmont and Sayona, as well as other standard conditions typically associated with such transactions.
An extraordinary general meeting for Sayona shareholders is set for the first half of 2025 to approve the transaction, a conditional placement of Sayona shares to raise $45m, the share consolidation and the company’s name change.
The target date for closure of the transaction is set for mid-2025.
