VOTE NO AGM 2023 RESOLUTION 1-5...... NO

Well, I guess I have become a full-blown Activist!
.
Like many of you here, I have had enough people...
.
.I may even have a web page ready by the end of the week.
.
Researching the current board members, their history and previous associations had been driving my methodology toward a 'vote no' conclusion.
.
When delving deeper, and speaking to fund managers, as well as some of the bigger investors in the top 20 and of course our merry band of retailers, the decision has been cemented.
.
The sentiment is shared across the many groups that make up the Sayona shareholder base.
.

I am generally not one to contravene the direction of the board, unless it is a resolution which is blatantly unjustifiable. But this time around it is different, very different.
.

In my opinion, which seems to be echoed by many, Sayona’s future is now at a tipping point and balanced on a knife edge.
.The current board has shown no desire to engage with its investor base and is re-evaluating our future strategy, which does not seem to include chemicals.
.
Of course, we know the repercussions of this outcome, which burdens Sayona with the Piedmont offtake forever, or for the Life of Mine, as Keith so frequently spruiks from the rooftops. And why wouldn't you, it is the deal of the century, as some fund managers put it.
.
My thought process, as always, focuses on the best outcome for Sayona, and its shareholders.
.Indeed, when faced with a difficult decision, I often ask myself “Is this in the best interest of the company and its shareholders?”
.
It is an extremely easy and simple question to ask oneself, and when truly honest, can yield some very surprising and sobering answers.
.
So, as I worked my way through the resolutions, the emerging thematic was one of growing concern. Enough to delve deeper and go on this journey of research to truly establish whether the remaining board members are fit for task.... fit for purpose.
.
What I uncovered was quite shocking.
.
There were so many red flags and issues, that if there is not radical change within Sayona, our future as company is at extreme risk.
.
The slow death, of a non-integrated lithium producer, focused on hard rock looms, burdoned with the perpetual ball and chain, which is the Piedmont offtake.
.
This is not the Sayona I signed up for, and dare I say, not the Sayona the majority of investors out there signed up for.
.

As shareholders, we have a choice.
.

I feel with the groundswell of retail ownership post Covid, the smaller retail holder has never wielded so much say, over the future direction of a company.

.
In Sayona’s case we are still sitting around 58% retail ownership.
.
From what I am told, there have been many fund managers reducing their exposure to Sayona, so there may be even greater retail ownership now.
.
A weak lithium sector and a greatly diminished trust in the board to execute future plans, have been the predominate reasons.
.
So as investors, we have never been in a better position to institute change.
.

The BEOT and their executive board members have relied on keeping us at arm's length. Relying on the institutions to support their resolutions, even if they did not deserve to be voted up.

But the tide is turning.

.

Our voice has never been stronger, as witnessed at Qantas AGM on Friday.
.

The remuneration report was voted down by a vast majority of 83%, handing the board a first strike, as well as a 38% no vote against Todd Sampson.
.
So, the days of being helpless are well and truly over...
.
I have layed out my reasoning below, in my humble opinion of course-
.


.
Resolution 1 – Adoption of Remuneration Report
.
If you performed like this at work, and the SP was a major KPI, would you have the guts to ask your boss for a pay increase?
Well, that is exactly what these guys are asking....
.


Really?
.
Does this No vote even need an explanation?
.
A systematic destruction of the share price, eroding shareholder value and leaving many shareholders in extreme red. Unable to buy, unable to sell...stuck.
.
A board no one trusts, including fund managers in the market, with next to no comms, no future direction and has now even tried to be deceptive, as you will see at resolution 5.
.
Since the departure of the CEO and taking control of Sayona August the 28th, the lithium price has decreased 32%, yet Sayona's share price has declined 53%.
.
That is despite revenue sales and 3 shipments of spodumene concentrate totaling around 49,000 Tonnes to the spot market and PLL.
.

Nameplate will now NOT be met 2023, despite many assurances, and a soft target has been set for next year, which will foster a financial reward for the board, if met in 2024.

The market has spoken, and it is saying there is no confidence in the board.
.
Resolution 2 – Re-Election of James Brown as a Director
.

I will start this with a little story.
.
One of the fund managers I spoke to personally knows Ken Brinsden.
.
“Could you speak to Ken and see if he would be interested in some involvement with Sayona?’
.
Full well knowing that Alan and James would never allow it, not after the Altura fiasco.
.
“I could, but you know, he is busy with Patriot and is really enjoying what he is doing there. But you know, if he was to come on board, your SP would shoot up 10c straight to 18.”
.
And that IS the point, which takes me back to my little pondering question I quietly ask myself.
.
Is the appointment of Ken, in the best interests of Sayona and its shareholders?
.
You are God dam right it is, any fund manager, analyst or executive strategist would probably tell you the same. By the way, this is the same fundie who has labelled our board uninvestable.
.
Could the board put the bad blood aside, in the best interests of the company?
.
I would wager no, they would not.
.
So, are they acting in the best interests of the company?
.
Can they let go and see beyond their own ego, bitterness, and self-interest?
.
The second point I would like to make is the track record that James Brown has had at executive level. This has included Morella and Sayona, and the now bankrupt Altura.
.
Excessive debt, a weak lithium price and a failure to put together suitable strategies with Alan Buckler and Philip Lucas to protect Altura, are said to be the protagonists of their joint failure there.
.
It seems this tight-knit group of Buckler, Brown and Lucas, did not have the foresight, business acumen, financial and legal clout, to prevent the sharks, to prevent Pilbara’s takeover from happening, and it was stolen from below their noses.
.
Sound familiar...Buckler....Brown......Lucas......soft lithium price......sharks circling......PLL sharks maybe?
.
Now you know why I am worried.
.
More than ever before....
.
Now James’ operational experience is NOT in question here. By all reports a great bloke and an excellent operational guy, but a CEO/MD, I am not so sure...
.
And if you think it will only be in an interim role, I will wager it is not, and I really do not want to take the risk of that ever being a possibility.... look at Morella.
.
So, this brings us to our next point.
.
The association with Buckler and Brown goes back to the New Hope days in Ipswich.
.They are the directors at Morella, and are the directors of Sayona, and as well as Lucas, were on watch together when Altura went down.
.
They are supposed to be independent directors.
.
Corporate governance best practices encourage them to be impartial and have their own viewpoints, for the greater good of the companies they work for, for the greater good of Sayona.
.
Is this happening? Are they truly impartial? Or are they there just to tow the Buckler line?
.
For me, this is another red flag and really strikes at the lack of corporate governance of our company.
.
Lastly, I will ask you, is James Brown an ASX200 worthy MD/CEO.?
.
Does he have the executive experience at these levels to hold his own in a room of ASX200 peers, or would he be eaten alive?
.
.I think the time to be asking the hard questions is now when we have an opportunity to embrace change.
.

Lastly, communications.

I pleaded with James via email to release some CEO worthy comms, the first week after our CEO’s excommunication. Nothing....He had an opportunity to seize the moment and steady the ship, but nothing...

.
My little question again......would putting out a letter to shareholders stating his role, objectives and strategy going forward to shareholders be in their best interest of the company? Of course, it would be...
.
But instead, the MORELLA shareholders were given reassurances. Understandable, yes....but SYA???
.

The first week James Brown became CEO of Sayona, Morella sent an ASX announcement to Morella shareholders ensuring

"this appointment will have no impact on Mr Brown’s role within Morella and look forward to his ongoing leadership in overseeing the Company’s exploration activities at both the Nevada and Western Australian Projects.", see Morella ASX announcement 31 August 2023.

.
As there was no similar announcement issued to Sayona shareholders, did James Brown not see fit to give them the same assurances and does he see Sayona and its shareholders not of primary concern or as SECOND-CLASS citizens?
.
A complete lack of communication has ensued, even after multiple pleas to directly engage and discuss Sayona's future, which is in direct contravention to Sayona's governance statement and constitution.
.
Even in Quebec, there was a comms blackout....
.
Resolution 3 – Appointment of Philip Lucas as Director
.

Phillip Lucas, connected to Buckler and Brown from the Altura days. Independance???
.
Principal counsel at Allion Partners, a small boutique firm in Perth, with a staff of around 4 or 5 partners. I will park this for now and revisit after I tell you a little story, maybe 2.
.
When we were in Quebec, we found out that a team from Piedmont had visited. Now you will not find this visit in the NAL trip log I posted, in the media, or on the net. We were not supposed to know, and not supposed to mention it.
.
PLL did visit NAL about 6 weeks earlier, around late-July/early August, with a team to inspect NAL, which you will on the net.
.
They visited again 4 weeks later with 10 M&A guys, and an LG representative. The Quebec office was worried, very worried....and were extremely reluctant to talk about it, and the mood, as I wrote about in the trip log was very sombre. Almost like a takeover was imminent and we are dead men walking. .That was why we left the office depressed and despondant...
.
Who is Piedmont’s legal counsel?
.
Well, as well as having multiple Attorneys and M&A guys on staff, they use JP Morgan.....
.
So multiple in-house attorneys and JP Morgan...versus Philip Lucas?
.
Now that is bringing a knife to gun fight.
.
We are an ASX 200 listed company and I ask you, is someone of Lucas’ calibre enough?
.
We could have anyone of the top-notch firms...and probably need to...its a pre-requisite to move in these circles.
.
Did these guys not learn a lesson from Altura?
.
Was Lucas able to prevent the collapse and subsequent takeover?
.
History says NO!
.
And that was against Ken, Australian Super, and a few local guys. How is he going to shape up to JP Morgan and a bunch of PLL M&A sharks?
.
Again, is Lucas’ appointment in the best interests of Sayona and its shareholders?
.
The track record with Altura would suggest a vehement NO.
.

Jesus, from an Aussie perspective, it is our very own Dennis Denuto moment!

Well, I guess he did win

.
The other story I would like to share is much more recent.
.
Another fund manager and another story, in his opinion of course...
.
It seems he is bullish on PLL, mostly due to the offtake, and is the only fund manager who has spoken to Keith recently.
.
The story goes Keith has been doing the rounds, but no fundies will speak to him. So, this Australian fund manager from Melbourne was able to speak with him directly.
.
He kept banging on about PLL’s LOM, so I sent him a long email with the Quebec mandate court dosuments, and the volume waiver PLL ASX announcement and spelled it out for him.
.
His response was surprising.
.
It seems Our JV partner has not only been exploring the possibility NOT approving the Carbonate plant but has been costing the penalty. He called it a professional foul, a short trem blow for the JV for the benefit of Piedmont.
.
Now I know there was a strategy previously to manage this eventuality, but these guys?
.
Lucas? How will he fare, knowing these guys would have planned this perfectly?
.
And it says a lot about our JV partner, who is finding themselves between a rock and a hard place.
.

All the connections and goodwill we have built up with Trudeau, Legault, Fitzgibbon and Champagne...all gone. No funding, no favours, no priority power, or treatment....wow!!!

Blacklisted???

.
How will Lucas deal with that?
.
Keeping in mind, our JV contract is held in the courts in DELAWARE and if we want to dispute it, we will have to contest it there.
.
Again, is Lucas’ appointment in the best interests of Sayona and its shareholders?
.
Resolution 4 – Increase in Non-Executive Director Remuneration
.

The basis for this resolution is sound, and when I ask myself the question, Is this in the best interest of Sayona and its shareholders? The answer is actually- YES!
.

I believe in what they are trying to do, and if I trusted Buckler and Brown, I would say no worries, go for it. Let us get some great people in to help turn this company around and take it forward.
.
The problem is I believe Buckler and to a lesser degree Brown, will not be able to help themselves.
.
Arguably, the new recruits will have to conform to their way of thinking and their plan for the company going forward...which seems to be Hard Rock only . I do not believe he will bring anyone in to challenge his authority.
.
He already had Brett executed, as he probably did with Corey Nolan previously.
.
And while we are at executions, possibly in September 2022 Alex Cheeseman from Morella mysteriously suffered the same fate.
.
And who became the MD/CEO...you guessed it, Buckler’s boy, big Jim Brown....just like at SAYONA....come in spinner!
.
Do we see a pattern emerging here people?
.
Anecdotally, I have also heard that the search by Korn Ferry, our highly paid and highly regarded executive recruitment firm, has cooled on the search for our new team.
.
Make of that what you will, and I would be extremely interested to see who, if anyone, is recruited going forward.
.
So, I will vote no to this resolution, purely because I do not trust the process with Buckler and Brown at the helm. IMHO, to recruit effectively and turn this company around, their influence needs to be negated...
.
It is a shame Alan Buckler was not up for the vote this time around....
.
Resolution 5 – Adopt a new Constitution and repeal the existing Constitution
.

My God!
.
How stupid do they think we are?
.
Is it a typo, or are they taking the piss?
.
So, they tried this constitution change at the EGM in mid-July.
.
It was pulled 12 hours prior, because it was voted down so ferociously.
.
If this does not breed contempt amongst the investor base, then I do not know what would!
.
Now, it seems, the board is directly lying to us....
.

The complete lack of support for constitutional change at the EGM, driven by the stout opposition to the virtual meeting clause, sent a direct and clear message that the investor base did not want to lose the ability to directly engage with the board at AGM/EGM's.
.

In this latest AGM 2023, the resolution to change the constitution and the VR clause has been REVISITED!
.

An explanation stating-

" Given the level of concern expressed by Shareholders relating to the Company’s ability to hold virtual-only shareholder meetings, the Directors agreed to withdraw that resolution prior to the meeting. The Company has since amended the Constitution to remove the Company’s ability to hold virtual-only shareholder meetings."

.
Yet in the constitution, which I had to obtain directly from the office, as it was not freely presented, the VR clause is back, and it states-
.

Item 14-

"Use of technology

(a) The Company may hold a meeting of its members at two or more venues using any technology that gives the members as a whole a reasonable opportunity to participate.

(b) A virtual meeting of members may be held using any technology, by means of audio communication or audio and visual communication, that:

Page 15 (i) allows for all members participating and constituting a quorum to simultaneously hear each other throughout the meeting;

(ii) gives the eligible members a reasonable opportunity to participate in the proceedings without being physically present in a determined place; and

(iii) gives the eligible members the ability to ask questions of the auditor and about management.

(c) If a virtual meeting of members is held by means of audio communication or audio and visual communication under section 14.1(b):

(i) an eligible member simultaneously participating in the meeting is taken to be present at the meeting; and

(ii) the chairperson of that meeting will not be required to determinea place at which the meeting was held.

.

This is disgusting, reprehensible and fosters a complete lack of trust in the management.

Not only have they allowed virtual only meetings, but they can also be AUDIO only, and only an AUDITOR must be present, NOT A DIRECTOR OR A CHAIRMAN!

This is a complete slap in the face and shows the arrogance and utter contempt for the investor base, even after it was so unanimously opposed at the EGM, which had to be removed before the vote.

.

Is this in the best interest of Sayona and its shareholders?

No F...ing way!

.

No board should EVER be allowed to institute this.

To shrug accountability and keep the investors at arm's length, no matter how badly they have performed, should be illegal.
.

They should have to front the mob, at least once a year and listen to the issues and concerns of their shareholders...the owners of the company.

This is the BEOT out of control.

Fleecing and pillaging and taking no accountability.

.
They need to be held accountable and they need to give us the respect we deserve.
.
So, I implore as many of you as possible to join me at the AGM and make our voices heard.
.
It is an interesting experience to be part of and can be both knowledge enriching and cathartic at the same time.
.

We have a strong voice now, stronger than ever, and it is your right to attend and let the board know your concerns.

To let them know they are accountable, and they cannot treat us like fools.

.

So, if you want to help turn this company around, it is time for radical change.

.

The fundamentals are undeniable.

We have the best location, in a Tier 1 jurisdiction and are so far ahead of everyone else, we should be the acquirer, not the acquired.

We have the rock, the concentrator, the people, the government connections, and the carbonate plant, as well as an emerging world class deposit, which may shape up to be the biggest in North America.

We have a Quebec team in place which is world class and performing well.

The bones are well and truly there.

Now all we need is to get the board back on track, and execute the vision that Brett started.

.

That is what I signed up for.

And a majority NO vote will send a clear message and hopefully will be the catalyst for the re-birth of Sayona...