Elevra Lithium (SYA) M&A Announcement summary

Deal rationale and strategic fit

• Merger creates the largest hard rock lithium producer in North America, combining significant spodumene resources, a diversified growth portfolio, and three DFS-stage development projects.

• Consolidates and simplifies ownership of key assets, streamlines structure, and aligns economic interests for brownfield expansion at North American Lithium (NAL).

• Enhances access to U.S. end markets and IRA incentives, with a global presence and headquarters in Australia.

• Board and management structure will be balanced, with strong governance, leadership succession, and deep operating experience.

• Boards of both companies unanimously approved the transaction, recommending shareholders vote in favor.

Financial terms and conditions

• All-stock merger with an exchange ratio of 527 Sayona shares per Piedmont share, resulting in a 50/50 pro forma ownership split pre-conditional placement.

• Piedmont CDI holders receive 5.27 Sayona shares per CDI.

• MergeCo to be domiciled in Australia, with primary listing on ASX and secondary on Nasdaq.

• Equity financing includes approximately US$99 million in placements, with $45 million (AUD 69 million) from RCF conditional on merger close, and a potential retail raise of up to US$15 million.

• Resource Capital Fund VIII L.P. to acquire shares under the conditional placement and receive board observer rights.

Synergies and expected cost savings

• Annual run-rate synergies estimated at $15–$20 million, mainly from reduced headcount, logistics, procurement, and lower compliance costs.

• Freight cost savings expected by increasing cargo sizes, improving realized prices by $50–$75 per ton.

• Expanded customer relationships, staff sharing, and technical expertise to deliver cost efficiencies.

• Elimination of duplicate executive roles and corporate overheads.

• Simplified ownership structure and asset optimization to reduce costs and improve cashflow.