SEC Form DEFA14A filed by Piedmont Lithium Inc.

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

Piedmont Lithium Inc.

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(Name of Registrant as Specified in Its Charter)

N/A

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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This filing contains the following communications:

On August 15, 2025:

Copies of the referenced communications are attached hereto.

LINK:

HOW TO VOTE

Voting in Piedmont Lithium’s upcoming Special Meeting on the proposed merger with Sayona Mining is easy and important—every shareholder’s voice counts. Whether you hold shares directly or through a broker, you have simple options to cast your vote and make an impact on this key decision.

Here’s how you can vote:

1.

Online – The fastest and most convenient method. Visit proxyvote.com and enter the control number provided with your proxy card.

2.

By Phone – If you do not know your control number, call the number listed below.

◾

Piedmont CDI Holders: 1300-237-569 (within Australia)

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

This communication relates to the proposed merger involving Piedmont Lithium Inc. (the “Company”) and Sayona Mining Limited and may be deemed to constitute solicitation material. In connection with the proposed merger, the Company has filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”) on June 20, 2025, (the “Proxy Statement”), which should be read in conjunction with this communication. STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) IN ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED WITH THE SEC OR INCORPORATED BY REFERENCE THEREIN, CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND ANY SOLICITATION. Stockholders may obtain free copies of these documents, other documents containing important information about the Proxy Statement and other relevant materials through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed by the Company with the SEC 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

The Company 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 29, 2024, 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 through the sources described above. Additional information regarding the interests of participants in the 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 in connection with the proposed merger. Stockholders should read the Proxy Statement carefully before making any voting decisions.

FORWARD-LOOKING STATEMENTS

This communication contains forward-looking statements within the meaning of or as described in securities legislation in the United States and Australia, including statements regarding the proposed merger, and any assumptions underlying the proposed merger, are forward-looking statements. Such forward-looking statements involve substantial and known and unknown risks, uncertainties, and other risk factors, many of which are beyond our control, and which may cause actual timing of events, results, performance, or achievements and other factors to be materially different from the future timing of events, results, performance, or achievements expressed or implied by the forward-looking statements.

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 Company’s proposed merger with Sayona Mining Limited are not satisfied, the risk that required approvals 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.

 

HOW TO VOTE

Voting in Piedmont Lithium’s upcoming Special Meeting on the proposed merger with Sayona Mining is easy and important—every shareholder’s voice counts. Whether you hold shares directly or through a broker, you have simple options to cast your vote and make an impact on this key decision.

Here’s how you can vote:

3.

Online – The fastest and most convenient method. Visit proxyvote.com and enter the control number provided with your proxy card.

4.

By Phone – If you do not know your control number, call the number listed below.

◾

Piedmont CDI Holders: 1300-237-569 (within Australia)

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

This communication relates to the proposed merger involving Piedmont Lithium Inc. (the “Company”) and Sayona Mining Limited and may be deemed to constitute solicitation material. In connection with the proposed merger, the Company has filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”) on June 20, 2025, (the “Proxy Statement”), which should be read in conjunction with this communication. STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) IN ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED WITH THE SEC OR INCORPORATED BY REFERENCE THEREIN, CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND ANY SOLICITATION. Stockholders may obtain free copies of these documents, other documents containing important information about the Proxy Statement and other relevant materials through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed by the Company with the SEC 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

The Company 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 29, 2024, 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 through the sources described above. Additional information regarding the interests of participants in the 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 in connection with the proposed merger. Stockholders should read the Proxy Statement carefully before making any voting decisions.

FORWARD-LOOKING STATEMENTS

This communication contains forward-looking statements within the meaning of or as described in securities legislation in the United States and Australia, including statements regarding the proposed merger, and any assumptions underlying the proposed merger, are forward-looking statements. Such forward-looking statements involve substantial and known and unknown risks, uncertainties, and other risk factors, many of which are beyond our control, and which may cause actual timing of events, results, performance, or achievements and other factors to be materially different from the future timing of events, results, performance, or achievements expressed or implied by the forward-looking statements.

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 Company’s proposed merger with Sayona Mining Limited are not satisfied, the risk that required approvals 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.

      

The following is a transcript from the video interview:

Juliette Saly, Ausbiz: Nadine caught up with Keith Phillips, CEO of Piedmont Lithium, who has outlined progress on the pending merger between Piedmont Lithium and Sayona Mining, branding it a 50-50 merger of equals.

I’m confident that we will get there eventually, we just need retail shareholders to vote. The good news is that the vote so far is overwhelmingly in favor, 97 or 98% of people voting have voted in favor of the deal. We just need more people to vote, particularly in Australia, so happy to be speaking to you about that.

It’s really retail apathy – people like the deal. We haven’t had anybody have a substantive argument against the transaction, it’s really just turning out the vote. People that own the stock today are bullish on lithium, as I am, we’re witnessing a pretty nice recovery over the last couple weeks. The timing for the merger couldn’t be better, bringing the two companies together. We think we have more operating leverage in our businesses than anyone else does. We’re currently producing, we’re the biggest lithium producer in North America, we share a joint venture called North American Lithium and that is an asset that has huge upside as lithium prices recover, as they are doing now. We’re excited and hoping to get the merger vote over the line soon.

The offtake agreement is such that a lot of the benefit of an upside in pricing comes to us, and because of that it is very difficult for the joint venture to agree on capital spending to move forward. Sayona would be required to fund 75% of any capital to build out the asset and grow it further. It’s a huge resource with potential to probably double the annual production and still have a very long mine life. That is unlikely to happen if the JV stays in place, with us having 50% or more of the upside but only having to fund 25% of the capex, so we think simplifying the arrangement makes it more likely the asset will be funded to grow and to increase production, which we think is the right thing for all shareholders. We also have a couple other assets of our own. One in North Carolina in the United States and we’re earning a 50% interest in the Ewoyaa project in Ghana with our partner Atlantic Lithium.

Sayona also has a 60% interest in the Moblan project, which I think is arguably the best greenfield project in Quebec. It’s pretty special. So, I think the portfolio is terrific and the opportunity is for each of the shareholder bases to own half of a bigger, stronger, simpler company. If for any reason the vote doesn’t come through, and I’m optimistic it will, but if for any reason it didn’t, we would each go on our separate ways but that wouldn’t be the best thing for shareholders. The best thing for shareholders would be to bring the two companies together and move forward from there.

Lithium demand is growing strongly, EV demand in July was up 27% globally. People talk about the demise of electric vehicles, that is fake news, electric vehicle demand continues to grow strongly globally. There are big opportunities in robotics and other applications. So, we’re very excited about short-, medium- and longer-term lithium demand. At the end of the day, to meet that demand you will need new projects. Nobody is building any projects at today’s pricing unless they are already in construction, nobody is starting something up. We’re still someways away from pricing being at a level that will incentive new development. I don’t know what that timing will be, but I’m very bullish medium term and expect to see strong recovery from here.

Our proxy solicitors in Australia, Sodali and PGS Group, have been very active in reaching out to people. People are getting mailings, people are phone calls and texts. I’m getting complaints that people are getting inundated and that inundation is a good thing. We need people to pay attention and to vote.

The deadline in Australia is next Wednesday morning, but effectively from my perspective, the sooner the better. The sooner people pay attention to this and get their votes in the better. We are making good progress, we are optimistic we are going to get there but again, sooner the better. We’d rather not have to extend again.