Sayona Mining: Piedmont Merger Meeting Adjourned Again

TL;DR

Piedmont merger meeting pushed again, deal still in flux.

AI Summary

Sayona Mining Ltd (ASX:SYA; OTCQB:SYAXF) announced on August 12, 2025, that Piedmont Lithium Inc. has further adjourned its 2025 Special Meeting of Stockholders. This adjournment is related to the ongoing merger discussions between the two companies, with the next meeting date to be announced.

Why It Matters

The repeated adjournment of Piedmont's special meeting indicates ongoing complexities or negotiations in the proposed merger, potentially impacting the timeline and certainty of the deal for Sayona shareholders.

Risk Assessment

Risk Level: medium — The repeated adjournment of the Piedmont Special Meeting suggests potential hurdles or ongoing negotiations in the merger process, creating uncertainty for Sayona Mining.

Key Players & Entities

• Sayona Mining Ltd (company) — Registrant and subject of the filing
• Piedmont Lithium Inc. (company) — Company involved in merger discussions with Sayona
• August 5, 2025 (date) — Previous announcement date regarding merger
• August 2025 (date) — Reporting period for the Form 6-K
• SYA (ticker) — ASX ticker for Sayona Mining
• SYAXF (ticker) — OTCQB ticker for Sayona Mining

FAQ

Key Financial Figures

• $69 million — ension ). In addition to the original AU$69 million (before costs) intended to be raised un
• $38 million — a capital injection of approximately AU$38 million. The Options are proposed to be issued
• $0.032 — gulatory approvals. Exercise price AU$0.032 Expiry Date 5.00pm (Brisbane time) on

Filing Documents

• ef20053778_6k.htm (6-K) — 47KB
• image00008.jpg (GRAPHIC) — 2KB
• image00009.jpg (GRAPHIC) — 5KB
• image00010.jpg (GRAPHIC) — 3KB
• 0001140361-25-030396.txt ( ) — 62KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission File Number 333-286715 SAYONA MINING LIMITED (Translation of registrant's name into English) Level 28, 10 Eagle Street Brisbane, Queensland 4000 Australia (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F Form 40-F Merger Update and RCF Extension Sayona Mining Limited ("Sayona" or "Company") (ASX:SYA; OTCQB:SYAXF) advises that further to the Company's announcement of 5 August 2025, Piedmont Lithium Inc. ( Piedmont ) has announced a further adjournment of its 2025 Special Meeting of Stockholders ( Piedmont Special Meeting ). Merger Update As previously announced, the Piedmont Special Meeting was adjourned from Thursday, 31 July 2025 to Monday, 11 August 2025 at 11 a.m. Eastern Time (ET) ( First Adjourned Special Meeting ) to provide Piedmont's stockholders (including its Australian CDI holders) with additional time to vote their shares and achieve the required stockholders' quorum and Merger approval. As at the time of the First Adjourned Special Meeting: The number of shares of Piedmont common stock that were present (either virtually or represented by proxy), being 47.05% shares of Piedmont common stock outstanding and entitled to vote as of the record date of the Piedmont Special Meeting, fell short of the majority of shares of common stock outstanding and entitled to vote required to reach a quorum (and as greater than 50% of the outstanding shares are needed for the proposal to approve the Merger to pass); and Piedmont shareholders who have voted have voted overwhelmingly in support of the Merger (with 97.77% of the votes cast being in favour of the Merger). For this sole reason, Piedmont has again adjourned the Piedmont Special Meeting to Friday, 22 August 2025 at 11 a.m. Eastern Time (ET) ( Second Adjourned Special Meeting ) to provide its stockholders with additional time to vote their shares and achieve the required stockholders' quorum and Merger approval. RCF Extension and Options As a consequence of the Second Adjourned Special Meeting, the conditions precedent to the Subscription Agreement, including Completion of the Merger, will not be satisfied by the end date under the Subscription Agreement with Resource Capital Fund VIII L.P. (" RCF VIII "), being 19 August 2025. Accordingly, the Company and RCF VIII have agreed an extension to the Subscription Agreement until 31 December 2025 ( RCF Extension ). In addition to the original AU$69 million (before costs) intended to be raised under the Conditional Placement, RCF VIII have agreed subscribe for a further 1,200,000,000 new options ( Options ) to be issued in two tranches: The first tranche of Options shall be such number of Options that results in RCF VIII holding an interest of 9.99% of all issued capital in the Company ( Tranche 1 Options ); and The second tranche of Options are to be issued subject to applicable regulatory approvals and shall be the number of Options that is 1,200,000,000 less the Tranche 1 Options ( Tranche 2 Options ). If all Options are exercised in full, this would amount to a capital injection of approximately AU$38 million. The Options are proposed to be issued with an exercise price of $AU0.032, a 14% premium to the closing price on 11 August 2025 and the same price as the issue price under the Conditional Placement, and within the Company's existing placement capacity under ASX Listing Rule 7.1. The RCF Extension is subject to: RCF VIII subscribing for the Conditional Placement Shares in accordance with the Subscription Agreement as approved by Sayona Shareholders at the EGM held on 31 July 2025; and the Company issuing the Options to RCF VIII in accordance with an options deed entered into between the Company and RCF VIII on 12 August 2025 ( Options Deed ). The Options will be issued on the following terms: Level 28, 10 Eagle St Brisbane Q 4000 | +61 7 3369 7058 ir@sayonamining.com.au | ASX: SYA | ACN 091 951 978 sayonamining.com.au Term Summary Total number of Options 1,200,000,000 Number of Sayona Shares the subject of each Option Each Option issued by the Company entitles the holder to the issue of one Sayona Share Conditions to exercise of Options The issue of Tranche 2 Options is subject to applicable regulatory approvals. Exercise price AU$0.032 Expiry Date 5.00pm (Brisbane time) on 31 December 2028. Exercise timing The Options may be exercised at any time, but in parcels of no less than 200,000,000 Options and the Company may, if it is required for the directors to meet their fiduciary duties to the Company, temporarily delay an exercise request Transferability The Options are transferrable The terms

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View this 6-K filing on SEC EDGAR