Here are some other interesting points of potential interest which might also be playing on some of the possible delays with respects to Why we aren't seeing an AGM as of yet.
And I am of the belief that Sayona Mining is almost a victim of its own successes these last 12 months. Perhaps analogy would be to say that they are currently between a ' rock and a hard place ' at the moment ......in ' limbo ' if you like with respects to how ASIC and the ASX would perceive it under one of their significant criteria being the capital raising flexibility and limits it allows companies
Now some might say why should we be worried about that ....because after all , most here would say that they don't want any further raising's due to the dilution issues.
However , having the ' Capacities ' in place are essential to any listed Company in providing itself the comfort of knowing they have these measures in place for not just the short term requirements , but more so the horizons of the mid to longer term 12 month working capital requirements . And this might also obviously include anything else that may arise in between in respects to other opportunities , acquisitions etc....
So the way I see it at the present moment with respect to their ( Sayona's ) ability to replenish their Capacity Limits via ASX listing rule 7.1 for its 15% , or indeed also for it's 7.1A 10% raising limit should it still be attainable - are BOTH in somewhat seemingly and currently in a vacuous state at the moment.
And I say attainable because in any normal situation , a company meeting the criteria of BOTH having a market capitalization under $300 million PLUS not being included in the ASX 300 index would allow a company of this nature the ability to request again a mandate for replenishing its 10% 7.1 A , ASX capital raise limit on the 12 month anniversary of its use or AGM which would be by a resolution ( which in this case for SYA could be either the 30th October 2021 - as the meeting last year was on 30th Oct 2020 , or the 11th January with a coinciding AGM on the anniversary of the Piedmont placement and when the capacity limit was utilized ).
So the reason they would obviously appear to be in no mans land is that they don't satisfy both these ASX and Corporations Law requirements right now .....and can't even qualify for admission to the ASX 300 index now before the 3rd Friday in March since they didn't crack it in the 3rd week of September per the below ASX explanation into that part of the criteria. .
" As to the second of these criteria, the S&P/ASX 300 Index is re-balanced twice a year in March and September, with changes taking effect after market close on the third Friday of March and September "
So working back the numbers on their approximate 7.1 A 10% capacity limit , just prior to using it on the Piedmont proposed placement back on 11th January 2021. - According to the last 2 A issued on the 11th of December 2020 , they had 3,059,823,697 ordinary shares of which you would then add the Piedmont Tranche A shares of 342,873,866 to arrive at a total SOI ( pre use of the 10% 7.1 A ) of 3,402,697,563.
They then issued at the time the Piedmont Tranche B shares of 336,207,043 which would then leave only approximately 4,062,713 shares left available or ' un-issued ' in their 10% 7.1 A capacity limit. This of course could be then refreshed down the track at the next AGM which in this case might be stretched to the anniversary date of 11th Jan 2021 ......and because the limit mandate cannot be refreshed at any meeting ' in between ' ....ie an EGM.....and which is why is wasn't at both the previous 2021 EGM's
So basically and for all intents and purposes , they used the whole of the 10% available additional raising limit at the time of the Piedmont placement which kicked off the whole NAL bid process early in 2021.
So here we are now with apparently NO 10% raising limit , and NO ' ratified ' and resent 15% limit. Because normally after something like the recent Moblan raise .....and as was the case with every raise since the 1 for 6 renounceable rights issue , they have proceeded to ' ratify ' the issues at subsequent meetings - ie the July EGM which would then reset immediately the 15% raising limits under ASX rule 7.1....which would then be subsequently used on Moblan. So while a company can do multiple ' rights issue ' raisings throughout the year via prospectus offerings to shareholders , they still have to ratify each issue in order to ' reset ' the 15% limit back to the next 15% level based on revised SOI numbers.
And this is what ASX rule 7.4 basically says is that if you DON'T ratify the amounts raised at a meeting , you would potentially have to wait 12 months from the issue date of those securities before you could raise again under the 15% limits. So the point of this is that they need to ratify the Moblan placements and rights issue so they can free up again the 15% again. And they obviously have to do this at a company meeting ......AGM or EGM.
And so irrespective of how the ASX wants to class Sayona under its normal $300 million Market Cap and ASX 300 listing criteria , it would seem that even if Sayona were able to be granted the more unlimited raising capacity of larger companies , it would still have to ratify the recent Moblan raising in order to reset the 15% from as close as possible to the issue date of shortly thereafter and not the ordinary 12 month period.
So I guess all this brings us back to the Meeting and when it will be scheduled - because not only do Directorships need to be potentially approved , the remuneration policies to company directors , key persons , and employee share plans as well as matters like accepting of the final accounts must also be ticked off by resolution at the AGM.
So if we just contemplate for a second that they are currently in discussions with the ASX and ASIC in regards to requesting again their ' rightful ' 10% capacity limit and shareholder approved mandate . These discussions in themselves might require them obtaining an ASX or ASIC waiver of some description which potentially may give rise to some delays in calling your meeting and drafting your appropriate resolutions.
If this were to be the case and one of the reasons why we haven't been advised of the meeting , then the longer the time in obtaining any required exemption or waiver , the further out into 2022 would become its ultimate validity for its use. And this would all be REGARDLESS of whether they are admitted to the ASX 300 in March 2022 ( see additional ASX wording on this matter ) .
" If the entity meets both of these eligibility criteria at the date of the AGM and it obtains a 7.1A mandate, that mandate continues to be valid notwithstanding that the entity’s market capitalisation may increase above $300 million, or it may be included in the S&P/ASX 300 Index, at some time after that date and during the 12 month life of the mandate "
And a good comparative example of difference of why and how this works out for some would be to that of AGY's capital raising back in February 2021 where they used virtually ALL their ASX 7.1 A 10% capacity limit , but ratified it in their AGM in April 2021. Of course now they too have a market capitalization over $300 million and are not included in the ASX 300 index , but get to keep their 10% ASX 7.1 A capacity limit right up to their next meeting in April 2022 irrespective of whether they are included in the index in March 2022.
So with Sayona currently looking to have missed the 30 day window for calling a meeting for this 10% ' refreshing ' mandate this side of Christmas - any proposed meeting would now as though it will be some time in January, and most likely the SAME date in January being the 11th or 12th which as mentioned is the 12 month anniversary of their 10% capacity limit when it was utilized for in the original Piedmont placement transaction.
The other thing is , that based on my ' back ' calculations starting from the SPP in July this year and allowing for the recent Moblan raising based again on the last notice of proposed issue of securities ( pre Moblan ) on the 30th September , you'll find that after the conversion of those options , the total SOI according to their notice became 6,150,120,845. So based on this SOI , their 15% allowance for new shares would have been approximately stated at around 922, 518,126.
With Moblan having then issued issued 689,470,310 in the $100 million placement followed by 119,671,618 new shares in the 1 for 35 rights issue and 56,370,424 in the rights issue shortfall. Therefore , .the total new shares issued under the 15% limit was a total of 865,512,352 , leaving a difference still available under the 15% ASX 7.1 capacity limit of 57,005,774 shares potentially yet to be issued.
And its interesting when you compare this ' residual ' amount of 15% raising capacity ( before any further ratification takes place ) to that of the 52,500,000 ordinary shares ( and 7,500,000 options ) which were proposed to be issued in the 3rd May 2021 announcement for " Settlement of incentive payments under employment agreements " And which were subject to approval at a shareholders meeting tentatively scheduled for Monday June 21st .....which never occurred and the proposed shares where not even provided for in a resolution in the July EGM.
So effectively , these ' incentive payments under employment agreements ' have not as yet been put to shareholders for approval....... with the point here being that obviously there is still unfinished business with respects to a further issue for ' Employee Agreements ' , and more than likely they would be on similar if not discounted terms to the last rights issue raising which could be a reason the market is expecting or waiting on this news together with the resolving of Sayona's position with respect to any FURTHER raising capacity mandates requiring ASX or ASIC exemptions.
(20min delay)