Okay, we'll kick off. Good morning, ladies and gentlemen, and shareholders and esteemed guests. My name is James Brown. I'm the Director of Sayona Mining Limited. Under the terms of the company's Constitution, the Board has appointed myself to chair today's extraordinary general meeting, and I'm honored to serve in this capacity. On behalf of my fellow directors, it is my pleasure to welcome you to the EGM to approve, amongst other matters, the proposed merger with Piedmont Lithium. I'd like to introduce your other directors, both present in person and online. Joining me here in Brisbane is our Managing Director and CEO, Mr. Lucas Dow, and our Non-Executive Directors, Ms. Laurie Lefcourt, Mr. Alan Buckler, and Mr. Paul Crawford. We also have Non-Executive Director, Mr. Philip Lucas, joining us online.
This is an exciting and important event where we vote on the proposed merger with Piedmont Lithium, which is a transformative step for both companies, creating a leading North American lithium producer with the combined resources and scale and capabilities to deliver value to our shareholders and stakeholders. In regards to today's meeting, it's a hybrid meeting being held both here in person at the Capri by Fraser in Brisbane and online via the Computer share online meeting platform. Online attendees can watch a live webcast of the meeting and have the ability to ask questions and submit votes online via the Computer share online virtual meeting platform. If technical issues arise with this webcast, and I don't believe it is reasonable in the circumstance to proceed with the meeting, I will adjourn the meeting until the problem is fixed.
Where the meeting is adjourned for a prolonged period, we'll upload a notification of the adjournment onto the ASX platform and the Sayona website. I now call this meeting to order. I confirm that a quorum is present and now formally declare the meeting open. To enable shareholders to consider the business of today's meeting, a notice of extraordinary general meeting was made available to all shareholders via Sayona's website and the ASX announcements platform. I will take the notice of extraordinary general meeting as being read. Before proceeding further, I advise that 738 proxies, totaling just over 2.6 billion votes, have been received for this meeting. When an available proxy vote has been given to the chair of the meeting without instructions, I will vote in favor of each resolution. To provide you with enough time, I will now open voting for all resolutions for those attending online.
We'll move to slide two. Here's the agenda for the meeting, outlining the structure of today's meeting to ensure clarity and smooth proceedings. After my welcome and introductory marks, I'll hand over to our Managing Director and CEO, Mr. Lucas Dow, to provide a brief presentation on the proposed merger and Piedmont Lithium, following which we'll open the floor for questions on the proposed merger. I will then run through the formal meeting procedures, and then we'll deal with resolutions, proxies, and voting. You will be able to ask questions on each resolution put to the meeting.
To ensure everyone's voice is heard, we request that the questions remain concise and are relevant to the resolution being considered, which I think is important. Following which, we'll close the meeting. Please note that we'll make ourselves available at the refreshment session after the close of the meeting to answer any additional questions which you may have. I now invite our Managing Director and CEO, Mr. Lucas Dow, to give a brief presentation on the merger, following which there will be an opportunity for questions on the merger itself.
Thank you, James, and thank you also for joining us today. I want to say it's a pleasure to be talking with you today, particularly about this merger, given it's been a long time coming. Let's talk about what the merger strives to deliver in terms of scale and growth opportunities. First, combining Sayona and Piedmont creates one of North America's largest hard rock lithium producers. This is not just about being bigger, but about being better positioned to grow through the entire commodity cycle. We'll have a portfolio with five key projects: one producing in foreign development, backed by over 70 million tons in combined lithium ore reserves, and more than 150 million tons in measured and indicated mineral resources. That's a globally significant resource base by any measure.
Importantly, this scale allows us to unlock a potential brownfield expansion at North American Lithium, something that would not be feasible on a standalone basis. By sharing infrastructure, optimizing logistics, and consolidating marketing and procurement efforts, we can capture meaningful cost savings and better serve growing demand. We're targeting merger synergies of around $15 million per annum and further cost reductions anticipated as integration progresses. A stronger balance sheet also means we can better support our growth pipeline. This includes optionality for investments at NAL, advancing the Moblan project, and ensuring we're ready to meet future demand with an optimized low-cost supply base. This merger is not just a structural change; it's a strategic move to enhance long-term shareholder value and global relevance in the critical mineral space. Now let's look at the structure of the merger itself.
This is a transaction designed to create a unified, efficient, and growth-focused lithium business. Implementation will see approximately a 50/50 ownership split between existing Sayona shareholders and Piedmont shareholders. On the consideration side, Piedmont shareholders will receive 0.35133 Sayona ADS, equivalent to approximately 527 Sayona ordinary shares for each share of Piedmont common stock they hold. For Piedmont CDI holders in Australia, the ratio is 5.27 Sayona shares per CDI. That's an even footing for the combined entity on an undiluted basis and before the proposed conditional placement to RCF. Importantly, Sayona remains an Australian-domiciled company with its ASX listing, but will also have ADS listed on the NASDAQ. This dual listing enhances our visibility and access to capital markets, both here in Australia and also in North America. Finally, the merger includes a conditional placement of around $69 million Australian to Resource Capital Fund 8.
These funds are earmarked for value-accretive initiatives post-completion, things like studies for the North American Lithium expansion and advancing our broader project pipeline. All of this is about setting up the combined businesses to be truly global in scale and best positioned to deliver long-term value. Finally, let's talk about next steps. It's important to understand that there's already substantial work underway to ensure we hit the ground running post-merger. Merger completion is expected shortly, with RCF 's conditional funding expected to finalize shortly thereafter. Our name change to Elevra Lithium will follow upon ASIC registration. Behind the scenes, detailed integration planning has already been completed and implementation is underway. We're also moving forward with critical technical work, including an updated mineral resource estimate for NAL , the NAL expansion scoping study, and a resource update for Moblan.
We'll also soon be releasing our financial year 2025 full-year results and financial year 2025 annual report, at which we'll provide more visibility on our financial strength and the future strategy for Elevra. Importantly, we'll be prioritizing our projects to ensure we allocate capital efficiently and deliver the best outcomes for our shareholders. Finally, subject to shareholder approval, the planned share consolidation will simplify our capital structure and better align us with global peers. In short, we're ready to move decisively with a clear plan to deliver value through this transformational merger. Thank you, and I'll now pass the meeting back to our Chair for questions.
Thank you, Lucas, for the update there in the presentation, the background behind the merger. I now invite questions from the meeting in relation to the proposed merger. Please note that if for some reason we're unable to address all questions during today's meeting, we'll follow up post-meeting where appropriate. Are there any questions firstly from shareholders in the room? Please raise your hand and we'll bring you a microphone. Just one over here. Sorry. Nicole's got it coming from out. Couldn't see for the post.
Understand. My name is [James Brown]. I'm trained as an e ngineer. Corinne and Stephen, maybe someone remembers me from last in the meeting. As I remember, I think all of you see, I think Lucas mentioned you had a plan to visit Tesla in March. I just was wondering because, you know, after the merger, then Piedmont and, you know, the Tesla and also between Piedmont and LG Chem, they had offtake. I think Tesla has like some kind of like a renewed the offtake as an option when they had a contract in 2020. I think it's time to, you know, to discuss about it, especially after merging. Is that related with your visit in March? Also, if you have that in a discussion, do you have any plan to kind of like, you know, announce maybe the second half of this, you know, the year? I want to ask first the question, actually, how do you come with the Elevra? I tried to find any meaning, you know, from the internet and I couldn't find it. Does that have any vision for, you know, the future like the lithium industry? I don't know. I don't understand. I think many people are curious about it. Maybe after listening to your answer, then I just have one more question later.
Thanks, James. Yes, I do remember you from last year. I think just on the Tesla piece, we will pick up as part of the merger with Piedmont Lithium, we'll pick up the Tesla offtake and also the LG Chem offtake. We'll be working through that. Really, that's a question for the Elevra board. It would be premature for us to be able to discuss that other than to say, obviously, discussions have been ongoing with potential offtakers and an extension with Tesla as part of that. In relation to Elevra, we've got a whole heap of exciting videos that upon completion of the merger, we'll be able to explain exactly how we got to Elevra and what the genesis of the name is.
The only thing I could add, James, if I could interrupt on the name, it's purposely gone through a rigorous screening, so you can't spell it backwards. You can't play it backwards on a record player. It doesn't mean anything. There's no subliminal messages in there. It's not related to any, you know, anything nasty. It went through a pretty, pretty hard process. The boring part is I enjoyed your question that you couldn't find anything about it. That's validated. Anyway. Yeah, sure.
Oh, yeah, that's one more question. These days, as you know, you did a good job, you know, the recovery or utilization is a lot better than before. We just do the business with a loss, you know, because the lithium price, you know, and you mentioned just yesterday, the prices tend to rise. My concern is, if the price is still, you know, steady like that, just not rising, we just do the business with a loss, you know. What I'm thinking is after merging, then more business with Tesla or LG Chem, rather than sending this volume to China, do you think the price will change with a little bit higher price and good for our business?
Yeah, James, I think I'm happy to chat with you after the meeting. Really, the questions are pertaining to explicitly the merger. Those operational or quarterly elements, very happy to chat with you over a cup of coffee at the end of the meeting if you'd like.
Okay, is there any more questions from the floor? Yes, gentleman down the back there.
Hi, I'm Nick. Just got a question about, I believe, if I recall correctly, there was some sort of royalty agreement between Piedmont Lithium and Sayona Mining, where I think Sayona got $1,000 worth of the sales of the lithium product. Is that correct or?
Look, I think you're probably referring to the offtake. It's more a quantitative thing than a price. Obviously, top and tail were the roof and floor. I think the importance of what we're doing here is that as the merged entity, then that all, through the magic of paperwork, disappears. We're free rein in regards to where we can allocate material. I think that's been the basis of, in Lucas's presentation, the optionality around North American Lithium, the offtake, having the ability not to be an intermediary. If you look at us at the moment, we're the operator of the entity, we'll remain the operator of the entity. We're also, you know, vicariously supplying, as James said, LG Chem, Tesla, so the relationships are there. That's really an integral part of it to have that cohesion and the flexibility now and the offtake post-merger. Any more questions from the floor? Yes, sir.
Morning, Alec here. I want to know why we have to borrow more money or whatever you've got to do when both of them have got, like from what I gather, a lot of money sitting there. It is reasonably profitable at the moment. Everything's in place. Can't the business, instead of having to go back to the market or whatever they've got to do to borrow money, just slowly build everything up again with what they've got and what's coming in?
Yeah, look, I think it's probably twofold in that question, Alec, when you look at it. There's interest. Obviously, the market has headwinds and you look at the financials. It's not generating cash for sustainability when we look at it at the moment from the call report. I think it's fair to say we've reached probably our first milestone in production output. We've still got costs that we're looking to bring back in line. We've been dealing with a market which has gone into a sort of, let's say, negative sphere, you know, not the end of the world, but obviously improving in the last few months. I think what we need to do, there's an expectation of not only continuing the operations, but also exploring and looking at what we can do with the other operations. We can't do nothing with that. It's twofold.
It brings in a long-term supporter that has the ability because the purpose of what we want to do is not only expand mines, but we want to bring more online. That's the purpose of it. It's early-stage engagement. Both registers haven't really got a larger shareholder or ones that we're going to lean on at the moment. I think that's where it goes to. I think in that perspective, looking at the combined entity value and what's coming in and the pricing currently on the agreement at a premium is an opportunity where it's not so dilutive. It is a good opportunity. I take your point. No one wants to be, it's not debt. It's issuing more stock, which, you know, we acknowledge is dilutive. I think the upside of that is a supportive shareholder, someone who's been globally, a significant transformation in these operations during growth periods. That's what we need to keep moving forward. The timing's right for that. Any more questions from the floor? Yeah, James.
Yeah, I've thought about the same issues because always we need some money to expand NAL. I think last meeting you explained about having more facilities to produce more like the spodumene to increase the capacity, you know. I think still to do downstream with the refinery, we need more money and then maybe a big partner with the technology or big in the pocket. If we cannot find a partner, then maybe we don't need that refinery facilities because even previously they invested less money. Still, some companies look for money and look for that facility, you know, doing some refineries. Maybe we can sell it. If you still think about doing refinery downstream, then maybe you may have some contact from like a partner and you want to just keep it, right.
Also, I think recently Lithium Universe announced that, you know, the FID and the building really is just a new lithium carbonate refinery. It costs about $549 million from the scripts, you know. To rebuild, I mean, scale up, so commercial scale up for NAL refinery, I think a couple of years ago we had about $555 million. I could understand it's a very small difference between the existing one and scale up and just a totally new one. If it's really expensive there, we can sell it, you know, and then get the money and expand the NAL or we don't have to borrow money.
I think, James, at the very core, if we look at where Elevra's strengths will lie, and certainly where Sayona's strengths and Piedmont, and then on a combined basis with Elevra, we're very much around being able to discover, develop, and then operate hard rock spodumene mines. Downstream conversion and chemical production is a whole new set of skills, much more capital intensive. Are we interested in being able to partner with people that want our product as a feedstock for their facilities? Absolutely. Our investment's very much going to be upstream in hard rock spodumene production. That's where our strengths and our capability lie. The prospect of doing something at NAL in terms of that, that would only be with a third- party.
The other point, just to note very briefly, is the facility that was built and commissioned and then ran unsuccessfully, it was built some time ago. Technology shifted. We've seen news coming out of the West with IGO Limited writing down the Kwinana facility because they haven't been able to get that to work. That's a recent build. It's a cautious approach. For Elevra and for shareholders of Sayona, we're very much focused upstream. That's the strategy we described last AGM. It's really unchanged for us. That's the strategy that we expect to take forward with Elevra as well. Probably happy to chat with you some more over a cup of coffee on that.
Okay. I think we've covered the questions from the floor. If there's no more, Andrew, got questions from online.
Yes, we do, Mr. Chair. First question, the annual report says we have over 44,000 shareholders, which is large for a company capitalized at $245 million. What solicitation campaign did we run to encourage shareholders to vote? How many shareholders voted, which I noted in your introduction? You said there's 738. Are we happy with the level of retail engagement in such a pivotal transaction?
Probably a couple of questions in that. I think particularly we've taken advice. We've used groups, obviously, to engage with shareholders. I think we've put out sufficient notices. We've tried to remind people of what the voting involves. I don't think it's uncommon. I think the situation we look at Sayona and its shareholding is a company that's recapitalized over time. It's had a fairly large base, I think, for a number of years now. I think we're probably all guilty of it, and there's a fair sort of apathy, I suppose, in any of these transactions whereby people don't think it counts. We have been out there. Obviously, we've got full-time IR. We've got advisors that have been, obviously, our disclosure obligations have been met. It's not feasible to find 45,000 shareholders, and I think that'd be quite intrusive to engage on that type of situation. I think importantly, what we'll get to is not the number, but the sentiment of the people that have voted. I think that's quite important to us.
Sure. I think the turnout for the AGM in terms of votes cast was actually in excess of the AGM as well. I think just echoing what you described, our outreach has been successful and it's been particularly effective in ensuring that shareholders got an informed view.
Sure.
Okay. Next question is for shareholders on the U.S.-based OTC market. Is there a conversion pathway for those shares to be moved to the NASDAQ listing for Elevra?
Yes, that's a good one. Sorry, I'll keep it brief on that one because I think it's quite important when people look at the listing platforms of the merged entities. The OTC listing will remain currently as it is. If shareholders approve the proposed consolidation of the 1-150, then the pricing will adjust accordingly. Should OTC holders wish to hold NASDAQ ADSs, they will be able to sell or transact on the OTC market as they would have done to acquire their shares and reinvest through the NASDAQ market. There is no way for the company to do this for shareholders as they are two totally separate markets and stock is not fungible across them. Additionally, the company cannot buy back the OTC shares, which would be a selective buyback and is illegal under the Australian Corporations Act. There is a pathway there, and I think we're happy to discuss that for the OTC holders.
Thank you. Now, a couple of questions on cash management. Are we going to look for buyers of the assets that we're not going to develop any time in the near future?
Without preempting, we're undertaking studies into the prioritization of the Elevra Lithium Ltd project portfolio, and I think Lucas alluded to that before, that we've undertaken a fairly intensive integration process between ourselves and Piedmont. It's not the most practical area because we're based in the southern hemisphere with operations in the northern hemisphere, and Piedmont is based in Belmont, North Carolina. We've got a fairly advanced view of where we should be. It'd be premature for us to disclose where we are at the moment, but our intention is to disclose a strategy with the full-year results around the end of August.
Okay. Along the same lines, will the office that Piedmont built in North Carolina be sold to generate cash, and will the staff for the Carolina lithium project remain in place, or will Sayona staff take over these responsibilities?
The headquarters in Belmont is not owned by Piedmont. It's a leased property. We'll be looking at that as required, and obviously looking at any moves we would need to improve or foster an outcome that's positive and fit for purpose for that region. The main aim of one of these, as we've disclosed, is to reduce corporate costs, and having a nucleus there is still fundamentally stable.
Can you provide some detail on where the $15 million of savings through the merger will come from?
Yeah, which is quite a number that we've put out there. The $15 million of savings, which is approximately nearly $23 million AUD at the moment, will come from a combination of our SG&A. There's a reduction in that and some asset optimization, we believe, across the board, particularly with logistic and procurement efficiencies, because remember, we're both selling things. We've got a duplication of a lot of tasks. I wouldn't streamline that into one single, say, unit or oversell it.
Thank you. What was the reason behind having an even number of board members from each side of the merger? Could this lead to ties in the board decisions that can't be resolved?
Yeah, with the merger itself and then the preamble that goes with these requirements and having people on board and supportive, it's a merger of equals, basically, as Lucas alluded to before. As such, it's appropriate to commence with an even number of directors from each company. The board composition in the future will be evaluated in light of the experience, qualifications, and skills. I'm not saying it's set in stone, but it is there. That's the same as every other board, and that will have to be aligned with the Elevra strategy.
Thank you. Are there any ongoing litigations against Piedmont that Elevra will now be responsible for?
No.
Thank you. How much debt will Elevra inherit? What are the terms?
Inherit's a word. Elevra will absorb a $25 million working capital facility, which has been drawn down based on the value of committed volumes from the cargo as a spodumene concentrate, which is occurring within the next 12 months. That's a facility there. The outstanding balance on the facility is settled each time a vessel completes loading with volumes that have been committed under the terms of that facility. Interest is payable quarterly at the rate of SOFR plus 2.4%. If we want to get into the details, the credit facility expires on the 31st of December 2028. A bit over three years to run.
Thank you. Are there any other liabilities that Elevra will assume?
The standard course of business will absorb trade payables, employee provisions, and operating leases, which are settled in the ordinary course in addition to a low-value asset retirement obligation relating to a property located in the U.S.A.
Thank you. The NASDAQ listing can involve a lot of regulation and additional paperwork. Is this likely to increase our costs?
The NASDAQ listing will require adherence to the SEC regulation, but it's essential that Piedmont shareholders have a local market in which to trade their stock. It is possible that PLL holders may not have approved the merger without this in place.
Okay, a little bit of complexity in the start of this one. Sayona went into a trading halt on the ASX at 9:35 A.M. on November 19 last year, and the Piedmont merger deal wasn't announced until 3:07 P.M. that afternoon. Who authorized the selective briefing of the AFR's Street Talk column that revealed the key details of the merger some five hours before investors in the wider market found out via the ASX Markets platform? The story claimed Canaccord Genuity is advising both sides. Were they involved in the briefing of the AFR?
Yeah, I'll take that one. That's the first I've heard of that. We're happy to take the details around the question on notice and respond to that shareholder. What I certainly can assure everyone and our shareholders is that our disclosure was absolutely in accordance with our ASX obligations. We take our disclosure obligation seriously. In this instance, as has been the case in recent times, we've been entirely compliant. We'll take it on, Andrew, and we'll get back to that shareholder separately.
Thank you. That's all the questions for now.
Okay, thank you very much. If there's no further questions, I will now turn to the formal matters to be considered today. We can move to slide four. Voting on all resolutions today will be conducted by way of a poll. Shortly, I'll outline the procedure for the poll and then run through each of the resolutions to be voted on today. The wording of each resolution and the proxy votes which have been submitted for each resolution will be shown on the screen as each resolution is being considered. As a reminder, I'll take questions on each resolution from shareholders or their authorized representatives. Questions should relate to the resolution being voted upon. When voting on resolutions is complete, we'll close the meeting. The results of the poll will be published via release made to the ASX platform and will also be available on the company's website.
I appoint Ms. Jessie Yerma from Computershare as returning officer. You would have seen Jessie on entry to the facility here. I will now explain the procedure for the poll to be conducted on the resolutions. Online attendees can submit questions at any time. To ask a question, select the Q&A icon. Type your question into the text box. Once you have finished typing, please hit the send button. I think it's very important to make sure that you hit the send button. Please note that while you can submit questions from now on, I will not address them until the relevant time in the meeting. Please also note that your questions may be moderated or, if we receive multiple questions on one topic, amalgamated together. To ask a verbal question, please follow the instructions written below the broadcast.
If you are eligible to vote, online attendees can press the vote icon and all resolutions will be activated by voting options. To cast your vote, simply select one of the options. There is no need to hit a submit or enter button as the vote is automatically recorded. You'll receive a vote confirmation notification on your screen. You can change your vote up until the time I declare voting closed. For shareholders and proxy holders who are attending in person, you'll have received a blue voting card, which looks like this. Anyone that hasn't got one should ensure that they do get one. Please complete the reverse of your voting card and a member of the Computershare team will collect your card at the end of the poll. In this case, I think it'll be Jessie.
For those attending online, I'll give you a warning before I move to close voting. On slide five, we'll move to the business of the meeting, which is resolution one, the merger resolution. You can see the numbers there. This ordinary resolution relates to the proposed issue of up to 12,056,194,283 Sayona shares on a fully diluted basis to the Piedmont stockholders on the terms and conditions set out in both the merger agreement and the explanatory memorandum. A vote in favor of this resolution is in effect a vote to approve the merger, a proposed merger with Piedmont Lithium, under which Sayona will be the ultimate parent entity with a primary listing on the ASX and a secondary listing on the NASDAQ. I note that a voting exclusion statement applies to this resolution as set out in the notice of meeting. I refer you to the screen for details of the proxies received for this resolution. Are there any questions firstly from shareholders in the room? Moderator, are there any questions online?
Yes, I do have one question. It goes to the evaluation of the merger transaction. The question is really, how did we come up with a 50/50 split between Sayona and Piedmont shareholders for the merged company?
Yeah, good question. There's a lot of work went in as a preamble to look, you know, from both sides. I think both for us making the bid and for the merger being the surviving entity and Piedmont being encouraged to a deal which would ensure that the merger could meet the expectations of their shareholders. Over a number of periods of time, there's different valuations that appear, but the issue we've had, and I hate the word issue, but the matter that we've been tracking over a period of time is the relative market caps of both companies. Regardless of the market, they would move in sync together, almost identical. Evaluation of the assets, when we look at the assets ourselves from a hard rock perspective, and also the valuation of what we see for the cash-generating prospects for the company with the merged entity.
As Lucas said, the opportunities presented with the key asset in the company, which is the North American Lithium operation. There's a number of mechanisms in there. Advisors, bankers, everyone comes up with a number, and the number has to be rational to make sense. There are rules around that and obviously regulatory requirements to make sure that ceilings aren't pierced. I don't know, Lucas, you want to add any more to that in regards to valuation?
Covered, James.
Yeah, same.
Thank you. No further questions.
Okay. There being no further questions, I'll put the resolution to the meeting. If you haven't already done so, please now cast your vote online for this item. Resolution two will move to the conditional placement resolution. The next resolution is an ordinary resolution to approve the proposed issue of 156,250,000 Sayona shares to RCF to raise aggregate proceeds of approximately $69 million before costs in accordance with the terms and conditions set out in both the subscription agreement and the explanatory memorandum. Please note that this resolution is conditional on the merger resolution, in resolution one being passed and on the merger completing. I note that a voting exclusion statement applies to this resolution as set out in the notice of meeting. I refer you to the screen for details of proxies received for this resolution. Hopefully, everyone can see down that low and see the proxies there. Are there any questions firstly from shareholders in the room? Moderator, any questions online?
I do have one. Will Resource Capital Fund 8's investment come with any conditions? If so, what are they?
It's basically unconditional. The condition is that the Resource Capital Fund 8, which is a new fund set up, the key investment for RCF is that they'll have board observation rights, which is a requirement under their, let's say, their incorporation of the fund in the U.S. under regulations.
Thanks. There's no further questions.
Okay, there being no further questions, I put the resolution to the meeting. If you haven't already done so, please now cast your vote online for this item. Moving to resolution three, the next, which basically deals with the unconditional placement resolution. The next resolution is an ordinary resolution to ratify and approve the prior issue of 1,250,000,000 Sayona shares under the conditional placement announced on the 19th of November 2024 to raise aggregate proceeds of AUD 40 million before costs as summarized in the explanatory memorandum. Please note that this resolution is not conditional on the merger resolution and resolution one being passed, and if passed will allow Sayona the flexibility to issue additional shares in the future without having to obtain shareholder approval for such issue under ASX listing rule 7.1. I note that a voting exclusion statement applies to this resolution as set out in the notice of meeting. I refer you to the screen for details of the proxies received for this resolution. Firstly, are there any questions from the floor pertaining to this resolution? Moderator, any questions online?
I do have one. There's a couple of parts, but I'll read it all out and come back if you need to, Mr. Chair. There was just over a 6% proxy vote against this resolution, presumably because some shareholders didn't like being diluted by selective placements. Will you undertake to do pro rata renounceable capital raisings in the future as these are fairer for all shareholders? Aren't we signaling that yet another placement is being contemplated? If we do need fresh capital, why not do a standalone share purchase plan for shareholders?
Good question. I think every time that there is an initiative such as a private placement in the case of these or conditional placements with strategic partners, there's a mix of options that we can provide. I think we have done, and Paul would have managed that previously, where we've had SPPs, we've had the ability for people to participate on the same terms and conditions. I think generally that would be always a matter considered by the board at the time. You've also got to gauge, particularly from advisors, the success of those SPPs. I think particularly at the moment, the ability and the liquidity in the stock is sufficient for people to buy on market without having to participate at a discounted price at the time. It is always a consideration by the board.
Okay, there's no further questions.
Okay, there being no further questions, I put the resolution to the meeting. Moving on to res four now, which is the name change resolution. The next resolution is a special resolution to approve that the name of Sayona being changed to Elevra Lithium Ltd to take effect from the date that ASIC alters the details of the company's registration, as summarized in the explanatory memorandum. Please note that this resolution is conditional on the merger resolution in resolution one, which we've passed, and being passed and the merger completing itself. No merger completion, no name change. I think that's the basis where we're at. This resolution must be passed as a special resolution, meaning that it requires approval by at least 75% of the votes cast by members entitled to vote on the resolution. I refer you to the screen for details of the proxies received for this special resolution. Firstly, any questions from the floor in regards to this resolution? I think James probably took the question earlier on, so stole our thunder on that one. No further questions from the floor. Andrew, would you have any more questions?
We do have one here that has been partially answered, but how did we select the name, what other options were considered, and why were the rules less attractive than what we selected? Further, how much did we spend on external consultants to come up with a new name?
James, I might jump in on this. Sure. I've been involved with this on numerous instances. I can tell you the spend was certainly modest in this exercise. A couple of key things that you need to be able to, one, the name's got to exist, the domain's got to exist, and then you've got to be able to get ticker symbols as well that also exist. It was a process of elimination. We'd worked through with board members both on the Sayona and also the Piedmont side, and also representatives from both, and effectively, this was the best one that we came up with. There was a great range of options, but you'll find that when you start jumping on looking at domain, being able to lock down domain names and so forth, it's actually a shrinking universe. We're very happy with it, and we look forward to being able to give you further information about the genesis and how it actually came to life and a couple of the meetings around it as well.
No further questions.
Okay, thank you. There being no further questions, I'll put the resolution to the meeting. Please vote, cast your vote now. Resolution five is a consolidation resolution. The next resolution is an ordinary resolution to approve the consolidation of Sayona shares through the conversion of every 150 Sayona shares held by a Sayona shareholder into one Sayona share. Whether the consolidation results in a fraction of a share being held, the company is authorized to round the fraction up to the nearest whole share. Please note that this resolution is not conditional on the merger resolution, in resolution one being passed, and if passed, will result in a more appropriate and effective capital structure for Sayona. As announced on July 23rd, 2025, this proposed share consolidation, if approved at this EGM, will take effect after completion of the merger in accordance with the revised timetable released to the ASX that date. I refer you to the screen for details of the proxies received for this resolution. Are there any questions firstly from shareholders in the room? Thank you. Any questions online?
We do have one. Why was Piedmont's offtake agreement not renegotiated instead of diluting shareholders and losing majority ownership of our major asset?
I'm not sure that's pertaining to this, but I'll answer it anyway in this regard because it's pertaining to the consolidation. I think it's more a general question. In the end, the merger is not taken lightly. It's a pathway through to not only consolidate some assets and obviously simplify the way we do things, including the offtake. Of course, we would have liked to, I mean, one of the first things in the early days would be acquire that offtake, but I think we get down to a situation of willing buyer and willing seller. In that case, this is the way that we can see that the outcome is far more fair and equitable.
Thank you. No further questions.
Okay, there being no further questions, I put the resolution to the meeting. Okay, resolution six, which is a remuneration resolution. The next resolution is an ordinary resolution which seeks shareholder approval for the increase in the aggregate amount of remuneration that may be paid to Sayona's non-executive directors from $900,000 to $1.25 million per annum. Please note that this resolution is conditional on the merger resolution in resolution one being passed and on the merger completing. The reasons for the proposed increase in the annual remuneration pool for Elevra's non-executive directors are summarized in the explanatory memorandum. I note that a voting exclusion statement applies to this resolution as set out in the notice of meeting. I refer you to the screen for details of the proxies received for this resolution. Are there any questions firstly from shareholders in the room? Any questions online?
I do have a couple. Will the Elevra board, numbered at eight directors, be reduced in the future?
I think the important part we touched on before was the fact that there's equality between the two with the concept of merger of equals. The board will always consider both the appropriateness of the number and the skills brought to the board in regards to the development of Elevra . That's all I can say, which is a normal course of business.
There was an over 10% vote against the proposed increase in the fee cap for directors. Did any of the proxy advisors issue a report about today's meeting and recommend a vote against this resolution? Further, what is the plan in terms of increasing the pay of individual directors once the merger completes?
I think from most of the, let's say, entities that require or utilize the services of proxy advisors, no shareholder would be aware of what their recommendations were, and their recommendations were for all of their subscribers to vote in favor or vote in line with the board, which is in favor of this resolution. That's correct.
The second part of the question was, are there plans to increase the pay of individual directors once the merger completes?
No. It's purely around the volume of what we have there.
Thank you. No further questions.
Okay. There being no further questions, I put the resolution to the meeting. Now, moving on to the poll, as outlined at the outset of this meeting, I'll now put resolutions one through to six to a poll. Computershare will now come around and collect the voting cards. Thank you, Jessie. Jessie's not doing it. Okay. Sorry. For those attending online, this is just a warning. Strong words that I will shortly close the voting. Please make sure that all your votes that can be cast have been cast. Please ensure that you've hit the vote button on the icon. Everyone's got that. We've still got a few more to fill out. Okay, so that's everyone collected in the room. As all voting cards have now been collected, I now declare the poll and voting closed.
In conclusion, as noted earlier, details of the final results will be posted on both the company's website and on the ASX announcement platform later today when Dylan collates. We will be looking forward to delivering positive outcomes for Elevra Lithium. I would like to thank you all for your attendance, participation, and continued support, and now formally declare the meeting closed. For those present today, please join us for morning tea outside the theater. Thank you very much, and we'll talk to you outside. Goodbye.