Sayona Mining Limited (ASX:SYA), a lithium producer focused on advancing its projects in Quebec, Canada and Western Australia, has updated the market regarding the proposed merger with Piedmont Lithium Inc. and an extension to its financing agreement with Resource Capital Fund VIII L.P. (“RCF VIII”). Piedmont Lithium has announced a further adjournment of its 2025 Special Meeting of Stockholders, initially scheduled for July 31, 2025, then adjourned to August 11, 2025, and now rescheduled for August 22, 2025. The adjournment is due to a failure to achieve the required stockholder quorum, despite 97.77% of votes cast being in favour of the merger.
The primary reason for the adjournment is to allow Piedmont stockholders additional time to vote their shares and achieve the necessary quorum for merger approval. As a consequence of the continued delay with the Piedmont Special Meeting, the conditions precedent to the Subscription Agreement with RCF VIII, including Completion of the Merger, will not be satisfied by the original end date of August 19, 2025.
To address this, Sayona and RCF VIII have agreed to extend the Subscription Agreement until December 31, 2025. In addition to the initial AU$69 million intended to be raised, RCF VIII will subscribe for an additional 1,200,000,000 new options, issued in two tranches. The first tranche will result in RCF VIII holding a 9.99% interest in Sayona’s issued capital. The second tranche will consist of the remaining options, subject to regulatory approvals. If all options are exercised, this would inject approximately AU$38 million into the company. The options have an exercise price of $AU0.032, a 14% premium to the closing price on August 11, 2025.
The RCF Extension is subject to RCF VIII subscribing for the Conditional Placement Shares and the Company issuing the Options to RCF VIII in accordance with an options deed. A revised timetable for the Merger Completion will be released once approved by the ASX, contingent on Piedmont stockholders approving the Merger at the Second Adjourned Special Meeting and all other conditions precedent being satisfied or waived.
