Deal Description: On November 19, 2024, North American Lithium producer Sayona Mining Limited (ASX:SYA; OTCQB:SYAXF) and Piedmont Lithium Inc. (NASDAQ:PLL) (ASX:PLL) announced the signing of a definitive agreement to combine the two companies to create a leading lithium business, resulting in Sayona being the ultimate parent entity.

The transaction will result in an approximate 50% / 50% equity holding of shareholders of Sayona and Piedmont Lithium (on a fully diluted basis) in Sayona as the combined company immediately following the closing of the transaction. The combined company will maintain Sayona’s existing primary listing on ASX and will have secondary listing of American Depositary Shares on Nasdaq.

Completion of the transaction is subject to shareholder approval for both companies, regulatory approvals and other customary closing conditions and is expected to occur in the first half of 2025.

Baker Botts L.L.P. acted as legal counsel to Sayona.

Baker Botts Lawyers/Offices Involved:

• Corporate: Avner Bengera (Partner; New York); Jamie Yarbrough (Partner; Houston); Nikolai Gryzunov (Associate; New York); Michael Mazidi (Associate; Houston); Marshall B. Heins II (Senior Associate; Houston)
  
  
• Employee Benefits: Robin Melman (Partner; New York); Jared DaCosta (Associate; New York)
  
  
• Tax: Jon Lobb (Partner; Houston); Katie McEvilly (Senior Associate; Houston)
  
  
• Antitrust: Michael Bodosky (Special Counsel; Washington, D.C.)
  
  
• International Trade & Compliance: Paul Luther (Partner; Washington, D.C.); Alexander Reinert (Associate; Washington, D.C.)
  
  
• Environmental: Elizabeth Singleton (Special Counsel; Houston)

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