Australia’s Sayona Mining has agreed to merge with US-based Piedmont Lithium in an all-stock transaction aimed at creating the largest producer of hard rock lithium in North America.
The combined firm is estimated to have a pro-forma market capitalisation of $623m.
According to the terms of the definitive agreement, existing stockholders of Piedmont Lithium will receive Sayona Mining’s American depository shares (ADSs) equivalent to 527 Sayona Mining ordinary shares for each Piedmont Lithium share.
Similarly, existing holders of Piedmont Lithium CHESS depository interests (CDIs) will be entitled to receive 5.27 Sayona Mining ordinary shares listed on the Australian Securities Exchange (ASX) for each CDI held, in place of ADSs.
Following the closing of the proposed merger, shareholders of Sayona Mining and Piedmont Lithium will each hold approximately 50% of the equity in the combined entity.
The transaction will result in Sayona Mining becoming the ultimate parent entity of the newly formed lithium company. It will be domiciled in Australia with primary and secondary listings on the ASX and Nasdaq, respectively.
Sayona Mining CEO 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.”
In line with the merger, Piedmont Lithium plans to raise approximately $27m through a proposed capital raising, while Sayona Mining also intends to raise around the same sum.
Piedmont Lithium’s funds will support the advancement of the Ewoyaa and Carolina lithium projects, including obtaining the necessary permits for their development.
Additionally, the capital will be allocated to selected North American Lithium (NAL) operation capital projects aimed at optimising production.
The NAL is a brownfield open pit mining operation with a concentrator, operated as 75%-25% joint venture (JV) between Sayona Mining and Piedmont Lithium.
Upon the completion of the merger, Sayona Mining will also carry out a conditional placement worth A$69m ($45m) in the newly formed entity to Resource Capital Fund VIII (RCF VIII).
The combined equity raising efforts, totalling around $99m, are aimed at positioning the newly merged company to drive accelerated growth across its expanded portfolio.
Through the merger, both parties aim to streamline the offtake economics for the NAL operation, eliminating contractual complexities. Consolidated ownership of the NAL creates opportunities to pursue a substantial brownfield expansion.
Piedmont Lithium president and CEO 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 proposed merger has been unanimously approved by the boards of directors of both companies.
Subject to pending shareholder and regulatory approvals, along with customary conditions, the transaction is expected to be completed in the first half of 2025.
