SEC Form DEFA14A filed by Piedmont Lithium Inc.

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PRESS RELEASE | July 25, 2025 | NASDAQ:PLL | ASX:PLL

BELMONT, North Carolina, July 25, 2025 - Piedmont Lithium Inc. (“Piedmont” or the “Company”) (NASDAQ: PLL; ASX: PLL), a leading North American supplier of lithium products critical to the U.S. electric vehicle supply chain, refers you to the merger of Piedmont with Sayona Mining Limited (“Sayona”) (ASX: SYA), announced on November 19, 2024, pursuant to which a wholly owned subsidiary of Sayona ("Merger Sub") will merge with and into Piedmont, with Piedmont surviving as a wholly owned subsidiary of Sayona (the “Merger”).

 

Pursuant to the terms of the Merger, holders of Piedmont Lithium common stock will be entitled to receive American depositary shares equivalent to 527 fully paid ordinary shares in Sayona for each share of common stock held, and holders of Piedmont Lithium CHESS Depositary Interests ("Piedmont CDIs") will be entitled to receive 5.27 fully paid ordinary shares in Sayona for every one Piedmont CDI held as of the CDI Record Date (the "Merger Consideration").

 

In connection with completion of the Merger (the “Closing”), Piedmont's common stock will be delisted from Nasdaq and the Piedmont CDIs will be delisted from the Australian Securities Exchange (“ASX”). Piedmont would like to provide shareholders and holders of Piedmont CDIs with further information on the proposed Closing.

 

Proposed Timetable

 

The accuracy of such statements is subject to a number of risks, uncertainties and assumptions including, but are not limited to, the following factors: the risk that the conditions to the closing of the merger are not satisfied, including the risk that required approvals of the merger from Piedmont stockholders or from Australian regulators (including from the Australian court hearing) are not obtained; litigation relating to the merger; uncertainties as to the timing of the consummation of the merger and the ability of Piedmont to consummate the merger; risks that the proposed merger; disrupts the current plans or operations of Piedmont; the ability of Piedmont to retain and hire key personnel; competitive responses to the proposed merger; unexpected costs, charges or expenses resulting from the merger; potential adverse reactions or changes to relationships with customers, suppliers, distributors and other business partners resulting from the announcement or completion of the merger; Piedmont’s ability to achieve the synergies expected from the merger, as well as delays, challenges and expenses associated with integrating the existing businesses; the impact of overall industry and general economic conditions, including inflation, interest rates and related monetary policy by governments in response to inflation; ability of Piedmont to commercially extract mineral deposits; risks and hazards inherent in the mining business (including risks inherent in exploring, developing, constructing and operating mining projects, environmental hazards, industrial accidents, weather or geologically related conditions); uncertainty about Piedmont’s ability to obtain required capital to execute its business plan; changes in the market prices of lithium and lithium products; changes in technology or the development of substitute products; geopolitical events, and regulatory, economic and other risks associated therewith, as well as broader macroeconomic conditions. Other factors that might cause such a difference include those discussed in Piedmont’s filings with the Securities and Exchange Commission (the “SEC”), which include its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and in the proxy statement filed in connection with the proposed merger. For more information, see the section entitled “Risk Factors” and the forward-looking statements disclosure contained in Piedmont’s Annual Reports on Form 10-K and in other filings. The forward-looking statements included in this communication are made only as of the date hereof and, except as required by the ASX Listing Rules, federal securities laws and rules and regulations of the SEC, Piedmont undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Additional Information and Where to Find It

 

In connection with the proposed merger, Piedmont has filed with the SEC and has mailed or otherwise provided its stockholders with a proxy statement regarding the proposed merger. BEFORE MAKING ANY VOTING DECISION, PIEDMONT’S STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT IN ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND THE PARTIES TO THE PROPOSED MERGER. Investors and stockholders will be able to obtain free copies of these documents, and other documents containing important information about Piedmont and the proposed merger through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Piedmont will be available free of charge on our website at www.piedmontlithium.com or by contacting our Investor Relations Department by email at [email protected] or by phone at +1 (704) 461-8000.

 

Participants in the Solicitation

 

Piedmont and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed merger. Information about the directors and executive officers of the company is set forth in the company’s proxy statement for its 2024 annual meeting of stockholders, which was filed with the SEC on April 28, 2023, and the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on February 26, 2025. You can obtain a free copy of these documents from the company using the contact information above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the proxy statement and other relevant materials filed with the SEC regarding the proposed merger. Investors should read the proxy statement carefully before making any voting decisions. You may obtain free copies of these documents from the company using the contact information indicated above.

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