Sayona Extends Financing Deal with AU$38M Options Injection Amid Merger Delay
Sayona Mining’s merger with Piedmont Lithium faces further delay due to shareholder quorum shortfall, prompting an extension of its financing agreement with Resource Capital Fund VIII. The extension includes a potential AU$38 million capital injection through new options.
- Piedmont Lithium’s special meeting adjourned again due to insufficient shareholder quorum
- Over 97% of votes cast support the merger, but quorum remains unmet
- Subscription Agreement with Resource Capital Fund VIII extended to 31 December 2025
- RCF VIII to subscribe for 1.2 billion new options, potentially injecting AU$38 million
- Merger timetable update pending shareholder approval and regulatory clearances
Merger Delay Amid Shareholder Quorum Challenges
Sayona Mining Limited (ASX – SYA) has announced a significant update on its proposed merger with Piedmont Lithium Inc. Despite strong shareholder support, with nearly 98% of votes cast in favour, Piedmont’s special meeting required to approve the merger has been adjourned for a second time. The adjournment stems from a failure to achieve the necessary quorum, with only 47.05% of shares represented; short of the majority threshold needed to validate the vote.
This development pushes the special meeting to 22 August 2025, extending the timeline for final merger approval. The delay underscores the challenges of securing sufficient shareholder engagement in cross-border transactions, particularly when Australian CDI holders and US-based investors must align.
Financing Agreement Extended with Additional Capital Injection
In response to the merger delay, Sayona and its financing partner, Resource Capital Fund VIII L.P. (RCF VIII), have agreed to extend the Subscription Agreement to 31 December 2025. This extension ensures continued financial support while the merger approval process unfolds.
Notably, RCF VIII will subscribe for an additional 1.2 billion options in Sayona, structured in two tranches. These options carry an exercise price of AU$0.032, representing a 14% premium to the recent closing price, and if fully exercised, could inject approximately AU$38 million into Sayona’s capital base. The first tranche will secure RCF VIII a 9.99% stake in the company, with the second tranche subject to regulatory approvals.
Strategic Implications and Next Steps
The extension and option issuance provide Sayona with a vital financial runway amid merger uncertainties. However, the ultimate success hinges on Piedmont’s shareholders achieving quorum and approving the merger at the rescheduled meeting. Should the merger proceed, Sayona will benefit from enhanced capital resources to advance its lithium mining ambitions.
Investors should also note that the terms of the options and the Subscription Agreement remain subject to adjustments, including potential share consolidations. Sayona has committed to releasing an updated merger timetable once all approvals are secured, maintaining transparency with the market.
Meanwhile, regulatory filings with the US Securities and Exchange Commission remain accessible for investors seeking detailed information on the transaction, underscoring the cross-jurisdictional complexity of this deal.
Bottom Line?
Sayona’s path to merger completion remains uncertain, but extended funding and strong shareholder support keep the deal alive.
Questions in the middle?
- Will Piedmont’s shareholders achieve the required quorum at the next adjourned meeting?
- What regulatory hurdles remain for the issuance of the second tranche of options to RCF VIII?
- How might the potential capital injection impact Sayona’s operational and strategic plans post-merger?
