General Discussion Topics, page-148932

Below is a summary of some of the key benefits and risks associated with the merger. Everyone should make up their own mind but at this stage IMO, the risks are far greater if the merger does NOT go through.

KeyBenefits (Sayona Shareholder Perspective)

1. Equal Control Despite Market Cap Gap

• Sayona shareholders maintain 50% ownership despite a smaller market cap than Piedmont.
• Assets like Moblan, Authier, and 75% of NAL justify this balance.

1. NAL Ownership Simplified

• Merging removes JV complexities, enabling:
  • Streamlined operations and offtake
  • Lower costs
  • Easier expansion planning (brownfield focus)

1. Targeted Annual Synergies: ~US$15M

• Through joint procurement, logistics, and broader customer base.

1. Diversified Asset Portfolio

• Sayona gains exposure to Piedmont’s:
  • U.S. Carolina Lithium Project
  • Ghana’s Ewoyaa
  • Killick (Canada)

1. Access to U.S. Capital & Dual Listing

• Expected Nasdaq listing improves liquidity, valuation, and institutional access.

1. Strengthened Financial Position & board

• AU$69M capital injection from RCF (conditional)
• AU$40M already raised via placement
• Potential for accelerated project development
• Potential board changes

7. PremiumInvestment

• RCF is offering AU$0.032/share, which is:
  • 113% above the current market price of AU$0.015
  • Well above typical institutional discounts
• That suggests RCF sees substantial long-term value in the merged entity or Sayona’s assets.

8. Institutional Confidence

• RCF is a major institutional investor in mining and resources.
• Their willingness to invest AU$69M at a premium:
  • Adds credibility to the merger
  • Signals insider confidence in future project performance and lithium market recovery
  • Non-Dilutive at Current Levels

• Since the shares will be issued at AU$0.032, current shareholders suffer less dilution per dollar raised compared to issuing at market price.
• Sayona raises substantial capital without crushing the share price further.

9. Supports Strategic Execution

• The funds will support:
  • Completion of the merger
  • Post-merger integration
  • Moblan and NAL development
• It reduces funding risk going forward — an advantage in a weak lithium price environment.

KeyRisks / Concerns

1. Dilution

• Existing shareholders diluted by:
  • Piedmont share issuance
  • Capital raising to RCF
  • 1-for-150 share consolidation

1. Fixed Exchange Ratio

• Does not adjust with share price movement — could overpay if Sayona shares rise pre-merger (highly unlikely at this stage).

Integration Risk

• Culture clash, governance friction, or delayed synergies could hamper execution.

Higher Risk Profile

• Sayona shareholders gain exposure to earlier-stage, international assets (US, Ghana), plus U.S. legal compliance burdens.

Break Fee & RCF

• A$3.97M break fee payable if the merger fails under certain conditions.

6. RCF’s placement is conditional on the merger going ahead.

7. If the merger falls through, Sayona loses access to the AU$69M — so the benefit only materializes if shareholders approve the deal.

Bottom Line

RCF’s premium placement price gives Sayona shareholders reassurance that the assets arefundamentally undervalued by the market today, and that large institutional capital is positioning for a rebound.

If you believe Sayona will grow faster through scale, access to U.S. capital, and simplified NAL ownership, this merger offers a compelling long-term case. However, expect short-term dilution and elevated execution risk. The outcome will depend heavily on leadership performance and market recovery in lithium.