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M&A Announcement

Nov 19, 2024

Operator

Hello, and thank you for joining. Please note that this call will include forward-looking statements that involve risks and uncertainties that could cause actual events and results to differ materially from current expectations. Such forward-looking statements include statements about the timing of the merger, the capital raises and capital structure, and the future performance and financial condition of the companies. We encourage you to review the forward-looking statement disclosures contained in the press releases announcing the merger, the investor presentation, and the other public filings of Sayona and Piedmont for a fuller description of such risks and uncertainties. I'll now turn the call over to Keith Phillips.

Keith Phillips
President and CEO, Piedmont Lithium

Thank you, John, and welcome everybody to the call. I'm thrilled to be here with Lucas to announce the merger of Piedmont Lithium and Sayona Mining. I will introduce with a summary of the rationale for the transaction, as well as some high-level details around deal structure. Lucas will then provide an overview of the merged business, its strategy, and some of the value creation elements in the merger. I will then circle back to cover some transaction mechanics, including the large funding package being put in place as part of the merger. I'm going to start on page nine, titled Investment Highlights. This merger is one of the most synergistic imaginable in the lithium business. Piedmont and Sayona have been partners in Quebec for four years.

While operations have progressed very well in Quebec, a fantastic job by the whole team at NAL, the complexities involved in the joint venture and our offtake agreement have been counterproductive and, frankly, a negative for both of our stocks. For both Lucas and me, the most common question asked by investors has become, "When are you going to put these two companies together to create a bigger, stronger, simpler entity?" So here we are today, mission accomplished. Let me summarize some of the highlights of the merged entity. Lucas will go into more details on the key points. By combining our companies and respective resources, the merged entity becomes a leading lithium business with one of the world's largest spodumene resource bases.

MergeCo will be the largest current lithium producer in North America, and the merger creates the opportunity for a significant brownfield expansion at our core producing asset, North American Lithium. We also have three exciting DFS-stage development projects: Ewoyaa in Ghana, which we consider the best located lithium asset in all of Africa; Carolina Lithium in North Carolina, one of only two significant spodumene projects in the United States; and Moblan in Quebec, which is a true tier-one asset and the best located in the James Bay region of Quebec. We believe this global portfolio of producing and development projects is unrivaled outside the few majors in the lithium business. Lucas will be the CEO going forward and will bring together the best of our respective teams.

Our board has been evaluating succession planning for me after almost eight years in the Piedmont CEO post, and Lucas comes out of central casting with a very strong pedigree of planning, building, and operating very significant mining projects and businesses. The board of the combined company will be 50/50 with four representatives from each. The chair will come from Piedmont, and the board will have an intense focus on strong corporate governance. Lucas will speak to the significant merger synergies we expect. I would just note that these synergies are on top of the considerable cost savings initiatives each company has implemented over the past 12 months. The merged company will have a strong balance sheet in place. We put together a very strong funding package to allow the company to advance its development projects in an intelligent way through the current challenging lithium environment.

Cornerstoned by Resource Capital Funds, one of the world's largest and most successful mining private equity firms, we're very proud of their endorsement after a period of considerable due diligence. Let's go to the next page, page 10. I'll just speak briefly about transaction details. The merger has been unanimously approved by both boards and will be structured as an all-stock merger between Piedmont Lithium and Sayona Mining. Sayona will be the surviving entity, and Piedmont and Sayona shareholders will each own approximately 50% of the merged entity prior to consideration of the RCF investment. We will have a primary listing on the ASX and a secondary listing on Nasdaq. Australia is the world's leading lithium-producing nation, and the ASX is the natural home for a mid-cap spodumene producer.

The U.S. listing will build on Piedmont's successful Nasdaq listing and offer investors worldwide the opportunity to invest in the merged entity. The exchange ratio will be 527 Sayona shares per Piedmont ordinary share, resulting in pro forma ownership of approximately 50/50. As you might imagine, a lot of analysis and negotiation went into the determination of the exchange ratio. Lithium stocks, and ours in particular, have been volatile over the past year, but the relative market caps of Piedmont and Sayona have regularly reverted to 50/50. In fact, at the close on Nasdaq on Friday, the shares were right at 50.0, 50.0. I would add that a share consolidation of Sayona is being evaluated as part of the merger transaction. More news to come on that front in due course.

The company will be headquartered in Brisbane, Australia, and will maintain its U.S. headquarters in Belmont, North Carolina, and obviously a strong presence in Montréal and the province of Quebec. The transaction is expected to close in the first half of calendar 2025. Completion is subject to shareholder approval of each company, regulatory approvals, and other customary conditions. Now, with that introduction, let me turn it over to Lucas to discuss the business and its strategy.

Lucas Dow
Managing Director and CEO, Sayona Mining

Thank you, Keith, and thanks everyone for joining today. I just wanted to spend a couple of minutes just at the top of the call just to reiterate how excited we are about this transaction as well. As Keith had described, since I've been in the chair in July this year, it's the most commonly asked question, "When are you and Piedmont going to do something around getting together and, in particular, addressing the offtake agreement?" So there's been a couple of catalysts that have really driven this transaction and the timing for it. First and foremost, we've seen a significant expansion of the resource at NAL with now our 88 million tons of resource. The consequence of that is that there's a clear opportunity to be able to expand the volume through an expansion at NAL.

Clearly, with the Piedmont offtake agreement in its current form, that was always going to be a barrier to us being able to do that. In short, Sayona was never going to fund 75% of the capital for 50% of the offtake. There's been a catalyst there in terms of the drilling that we've done at NAL and as an opportunity to really unlock the benefits at NAL. As we think about the business more broadly, we've also seen that really there's been our respective market caps haven't reflected the growth opportunities we've got in the portfolio. This combination is certainly going to create a stronger, more streamlined lithium business that's positioned to grow and also work through this low-price environment. In particular, it'll provide us with scale, the ability to optimize, and importantly, grow the business.

Let's take you through to slide 12, and we'll just touch on ESG for a moment. One of the great things about our portfolio is that we've got a number of complementary yet diverse projects, but one of the things that does underpin it is, for example, our projects in Quebec and Piedmont's project in Ghana both have the benefit of hydropower. So it's a very low carbon intensity footprint as compared to other producers in the sector. So we've got some natural benefits and opportunities as it relates to our emissions and also, if you like, our environmental bona fides.

On the governance side of things, one of the other great benefits that we'll get from the merger is that with the combination of both our boards, they bring diverse experiences, and ultimately, it's going to provide us with a nice, strong board and an ability to be able to drive the MergeCo business forward. Just taking you to slide 13, just for those of you that aren't familiar with our assets, I'll just spend a couple of moments taking you through the respective assets. From the Sayona side, we've got NAL, which is the largest producing spodumene, hard rock spodumene producer in North America. We're located in Quebec, and I'll talk to how we're performing operationally. We've got Authier as well, which is more of a satellite deposit, and then Moblan, which is a greenfield project at the southern end of the James Bay region.

As Keith touched on, we think this project's uniquely located, and it's got some strategic advantages as compared to others that are trying to develop projects in that region. Then stepping across to the Piedmont side of the portfolio, Carolina Lithium, located in North Carolina, contemplates an integrated project. So that would be not only a hard rock spodumene mine, but also conversion into lithium chemicals, which gives us nice diversity in the portfolio and, again, strategically located in North America from a geopolitical perspective. And then, as Keith described, Ewoyaa. We've had our folks actually go down and visit Ewoyaa, and Sylvain Collard, who's our President and COO in Canada, has actually spent eight years operating in West Africa. So we've got a team that actually knows that area well.

So we think that's going to be certainly complementary, and we look forward to being able to work with Atlantic in bringing Ewoyaa and developing Ewoyaa and bringing it to market. If we just then step on to slide 14, as we're talking about scale, I think this bubble chart gives you a clear indication. You'll see Piedmont indicated by the green circle and then Sayona in the blue, and then the combination of MergeCo. So you can see that really puts us in the world-class scale area, which obviously, on a resource base totaling 205 million tons, we've got significant scale and a real opportunity to be able to do something particularly special with this MergeCo business.

Then if we just take slide 15, if we look at North America, and so on an individual basis, you'll see Piedmont with NAL. It's 25% equity component of that, Carolina, and then NAL and Moblan on a combined basis. And then having a look at where others anticipate to be as well, you'll see that we will continue to occupy the position as North America's largest hard rock lithium producer. Important to note, that also doesn't contemplate any expansion at NAL. So if we were, for example, double production at NAL, you'd put another 200,000 tons of concentrate, which would put us in the order of around 800,000 tons of concentrate per annum. So we're going to be uniquely placed in terms of North America, and we think that's a real competitive advantage. If we go to slide 16, I alluded to this earlier.

One of the key aspects that the merger does is obviously it removes the impediment of the offtake agreement, which has really prevented and would prevent NAL from being able to move forward in a meaningful way, so it very much gives us a simplified ownership structure that allows us to do a few things. Obviously, the growth potential at NAL, but beyond that, there's efficiencies, so in addition to things like corporate overheads and so forth, logistics and how we think about shipping and being able to club cargoes together in a more efficient manner are elements that are going to only continue to drive improvement on the bottom line for NAL. As Keith also described, Moblan's perfectly positioned at the southern end of the James Bay projects. We've got close proximity to railhead utilities in terms of electricity and water.

So we're really well positioned with Moblan to be able to do something, and that is a question of Tier-one asset. It's a long life, low cost, ability to be able to expand that, and importantly, a relatively benign flora and fauna perspective, which we'll address as we think about permitting and bringing Moblan into production. I think the other component with tying up with Piedmont as well is that the Keith team has got some downstream capability, and he's got some experienced operators. So as we think about how we might integrate with downstream and how that might play in terms of our upstream assets in Quebec, that's certainly another advantage that the merger is going to provide to the MergeCo company. Just over to slide 17. I've touched on this briefly, but again, this is a quick recap.

We've done extensive drilling at NAL, and importantly, that drilling has continued along strike rather than going deeper. The consequence of that is we've now got over 88 million tons of resource. And so initial studies really indicated there's a significant opportunity for us to be able to think about NAL's ultimate production capacity. So our market guidance is in the order of 190,000-210,000 tons for FY 2024. There's clearly a real opportunity for us to think about that expanded resource base and how that would play out in terms of expanded volume. So whether that's another 100,000 tons, another 200,000 tons, that's one of the key activities and one of the key milestones. And one of the reasons that we want to ensure that MergeCo is adequately capitalized, that we could drive projects forward. A couple of other key things to note at NAL: we'll be progressing.

At present, we're mining through remnant underground stopes. We'll continue to mine through those, but we'll be through those in a couple of years so there'll be a reduction in cost because effectively those additional safety precautions will fall away. In addition to that, the strip ratio from the preliminary work that we've done will drop significantly because we're developing along strike rather than having to go deeper. Clearly, simplification of the ownership structure, it's going to remove contractual complexities, and ultimately, we think that if we look across development in the Quebec region, we'd like to think this presents an opportunity to be one of the lowest capital intensity projects to be able to bring spodumene concentrate to market. Because in reality, the mine's readily expandable, and what we're talking about is, at this stage, just being able to increase processing capacity.

So we think this is an excellent opportunity, and given that it's a brownfield site, things like mineralogy, how it's going to perform from a metallurgical perspective, and also the permitting aspect is significantly de-risked as compared to, say, a greenfield project. If we just go to slide 18, I touched on this previously. So there's obviously operational benefits and efficiencies we're going to see, but also importantly, there's synergies that are going to come from us being able to combine as MergeCo. And some of those are obviously quite simple in that clearly we won't need two CEOs, we won't need two CFOs, and that continues. So there's a big chunk of our corporate costs that will disappear. I think the other component, and both of the teams, we really examined this as we were considering the transaction about where we list.

The ASX, obviously a market that really understands upstream hard rock spodumene producers, and so a deep investor pool there as well, but we also want to make use of the liquidity that we've developed here in the States on the Piedmont side of things, so we'll have a secondary Nasdaq listing. In terms of run rate, we expect in the order of $15-$20 million annually that we'll be able to drag out through those synergies, and they're going to come across from obviously reduction in headcounts or the simplification of corporate structures, but from a compliance perspective, the ASX obviously still got rigorous processes, but compliance costs are generally lower. So things like efficiencies around directors and officers, so D&O insurance, legal costs, those sort of elements are areas we're going to have savings on.

There's also the ability for us to be able to get further savings on our freight costs. Historically, NAL had shipped volumes in the order of 15,000 ton cargoes. Expanding that to 30 or 45,000 tons will provide us with benefits on a realized price basis of in the order between $50 and $75 per U.S. ton. So this is one of those mergers where there are actually genuine synergies that we're going to see extracted and importantly delivered to the bottom line, and given the relative size of our companies' prior to the merger, being able to do something attractive on the overheads and particularly corporate structure is something that we're very excited about and we look forward to being able to deliver. Slide 19. I think we've already spoken around the key projects, and as Keith described, we've got three key projects at DFS level.

The NAL expansion is a piece of work that we want to actually undertake at DFS during the course of calendar year 2025, and again, that's one of the key reasons that we want to ensure that MergeCo is adequately capitalized, that we can drive these capital options forward. If we go to slide 20, these are a couple of the key milestones and I think sort of catalyst events that people can expect to see over the next 12 months for MergeCo. Clearly at NAL, our focus right now, we're an operating asset. The objective for us is to continue to drive our unit cost down. We really want to be in a position where NAL is at least break-even on an all-in basis, and we see a pathway to that. At that point, NAL would not be a drag in terms of cash requirements.

And then we want to be able to preserve the options across the other projects and also drive them forward. So NAL very much around safety, volume, and cost, so continuing to drive those down and then progressing the brownfield expansion studies that I've described earlier. On Ewoyaa, Ewoyaa is a project that's probably readily described as shovel-ready. There's a ratification of the mining leases required. That ratification is required by the Ghanaian Parliament. There's elections on, so we'd expect to see somewhere in the first half of next year that ratification. The consequence of and timing of when Ewoyaa then is developed is really a question that we're looking forward to being able to work with Atlantic on. There's also some key funding at Ewoyaa from the Ghanaian sovereign fund, which is MIIF. There's $28 million to flow into there as well.

And there's also an opportunity for us to work through project financing for Ewoyaa. On the Carolina side of things, we've secured the mining permits. So it's very much about getting the air and water permits. There's also some further engineering and optimization work to be done there. And very much the key thing about Carolina is that given that it will be an integrated operation, ensuring that we've got the right technical partner and the right project finance solution is integral. So that's going to be a big block of work, and we're going to be thinking about that and examining the best way to do it. And clearly, the U.S. government's particularly supportive of that, and there's opportunities for us to be able to tap into that. As I said with Moblan, Moblan just continues to surprise on the upside.

We've got some additional drilling occurring at NAL, which is a consequence of flow-through share funding. That's very much a use it or lose it. That'll be completed by the end of December 2024. There'll be an updated MRE on the back of that. Moblan currently sits at 93 million tons, so it's grown significantly since we've done the DFS. A consequence of that is that we now want to examine the DFS contemplated 300,000 tons of production a year. It's certainly with a 93 million ton resource base. Moblan can support a much larger production basis. And as a consequence of that, we want to revisit the DFS and think about what is the right volume and also, importantly, get the permitting process kicked off.

As people appreciate in Quebec, and particularly with greenfield projects, it's going to be a more elongated approval process than if you like compared to a brownfield project at NAL. And then finally, on the corporate side of things, as Keith described, we expect the transaction to close in the first half of calendar year 2025. So we want to get through that. We've got to make sure that we get those operational synergies from both a corporate perspective and also from an operational perspective. And as people would be aware, through our release, there's a capital raise that's conditional upon the merger closing. And Keith will speak about that in a moment. It's something very exciting. We're particularly excited about the people that we've been able to bring in as investors for MergeCo.

It's going to ensure that the company's got a great runway to be able to not only work through this low-price environment, but importantly, drive those projects that I've described forward. Downstream partner is also an area that we're going to have to turn our minds to as well. Today, Sayona has been quite clear that we certainly see our expertise upstream. So we're going to think about what the right technical partners are and what that involvement might look like moving forward. So there's a decent chunk of work. And to be honest, I just can't wait to be able to get this deal completed and for us to get to work with MergeCo. So with that, I'm just going to pass over to Keith. And Keith will spend a few moments just describing the financing.

Keith Phillips
President and CEO, Piedmont Lithium

Thanks, Lucas. I'll wrap up quickly. So on pages 22 to 24, there's some detailed information on the $100 million or AUD 150 million funding process, the use of proceeds, and the merger timeline. So the merger is expected to close in the first half of calendar 2025 after shareholder approval is secured by each company at meetings currently targeted for March of 2025. The RCF subscription of approximately $45 million or AUD 69 million is conditional upon closing of the merger and would close immediately after the merger closes. The Piedmont placement and the Sayona unconditional placements are expected to aggregate approximately $54 million or AUD 80 million and are expected to close later this month and are independent of the closing of the merger.

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