Elevra Lithium Limited · ASX:ELV
Elevra Lithium — Merger or Acquisition (November 2024)
60 slides from Elevra Lithium's merger presentation, Nov 19, 2024
Slide 1: Piedmont and Sayona Proposed Merger & Equity Financing Presentation
PIEDMONT AND SAYONA PROPOSED MERGER & EQUITY FINANCING PRESENTATION 19 November 2024
Slide 2: Important Information and Disclaimer
Important Information and Disclaimer Important Information and Disclaimer This Presentation contains “forward looking statements” concerning the financial conditions, results of operations and This presentation (Presentation) is dated 19 November 2024 has been prepared by Sayona Mining Limited (Sayo
Slide 3: Important Information and Disclaimer
Important Information and Disclaimer Not an offer (continued) Sayona confirms that it is not aware of any new information or data that materially affects the information included in The distribution of this Presentation in jurisdictions outside of Australia may be restricted by law and any such rest
Slide 4: Important Information and Disclaimer
Important Information and Disclaimer JORC Code containing important information about Piedmont and Sayona, once such documents are filed with the SEC through the It is a requirement of the ASX Listing Rules that the reporting of Ore Reserves and Mineral Resources in Australia website maintained by t
Slide 5: Important Information and Disclaimer
Important Information and Disclaimer Disclaimer services including for which they have received or may receive customary fees and expenses. The Lead Manager and None of the Lead Manager nor any of its advisers or any of its affiliates, related bodies corporate, directors, officers, its advisers, aff
Slide 6: Today's Speakers
Today’s Speakers Keith Phillips Lucas Dow President & CEO Managing Director & CEO Piedmont Lithium Sayona 6
Slide 7: Table of Contents
Table of Contents 1 Proposed Merger Transaction 2 Proposed Equity Financing 3 Additional Information 7
Slide 8: Proposed Merger Transaction
1 Proposed Merger Transaction
Slide 9: Investment Highlights
Investment Highlights Building a leading lithium business with spodumene resources of global scale Largest lithium producer in North America; merger enables brownfield expansion at NAL Three DFS-stage development projects in favorable locations Leadership team combining deep operating experience and
Slide 10: Proposed Merger Transaction Details
Proposed Merger Transaction Details • All-stock merger between Piedmont Lithium and Sayona Mining • Sayona, the surviving entity, will rebrand under a new name to be announced in due course (“MergeCo”) • [Post transaction ownership split(1) of MergeCo: approximately 50% Piedmont shareholders / 50% S
Slide 11: Combination Creates a Stronger, Streamlined Lithium Business
Combination Creates a Stronger, Streamlined Lithium Business Positioned to Grow Through Cycles + Transaction Rationale Scale Optimization Growth • #1 North American hard rock pure- • Consolidated North American Lithium • Aligns economic interests in pursuing play lithium producer (“NAL”) offtake eco
Slide 12: Commitment to ESG
Commitment to ESG • Low carbon hard rock spodumene producer with material proportion of energy requirements generated through renewable hydro-power Environmental Initiatives • Developing a biodiversity index for Quebec projects to support long Commitment to environmental stewardship term decision ma
Slide 13: Major Assets Located in Lower Risk Mining Jurisdictions
Scale Optimization Growth Major Assets Located in Lower Risk Mining Jurisdictions Overview of Key MergeCo Assets(1) 1 NAL (75%) 4 Carolina Lithium (100%) Piedmont / Sayona (25%) Piedmont Production Capacity 226ktpa SC5.4 Production Capacity 242ktpa SC6.0 LoM (years) LoM (years) Combined Key Statisti
Slide 14: Leading Hard Rock Resource Base Totalling 205Mt
Scale Optimization Growth Leading Hard Rock Resource Base Totalling 205Mt Select Hard Rock M+I+I Mineral Resource Base Benchmarking Attributable M+I+I Mineral Resource Estimate (Mt)(1), M+I+I Mineral Resource Grade (%)(2) and M+I+I Resource Contained LCE (Mt) Legend 1.60% Operating3 Non operating 1.
Slide 15: Positioned to be a North American Lithium Champion
Scale Optimization Growth Positioned to be a North American Lithium Champion North America Hard Rock Lithium Producers North American LOM Avg. Spodumene Concentrate Capacity (ktpa SC6 equivalent)(1) 593 • #1 North American pure-play hard rock lithium producer 569 • Currently the largest permitted &
Slide 16: Simplified Ownership Structure Unlocks Potential
Scale Optimization Growth Simplified Ownership Structure Unlocks Potential High Quality, Strategically Located Assets • NAL is a major hard rock producer targeting 226ktpa of annual spodumene concentrate production(1) Lac-Albert Property Moblan Project • Moblan is one of the largest and highest grad
Slide 17: Economic Alignment to Pursue NAL Brownfield Expansion
Scale Optimization Growth Economic Alignment to Pursue NAL Brownfield Expansion 1 Early internal studies commenced, underpinned by a significant resource base(1) Anticipate a material reduction in the strip ratio and therefore mining costs (by using 2 existing pre-stripping and infrastructure) 3 Sim
Slide 18: Synergies Improve Cost Base and Resilience Through The Cycle
Scale Optimization Growth Synergies Improve Cost Base and Resilience Through The Cycle OPERATING SYNERGIES • Optimize logistics and procurement with potential to deliver lower operating costs Initial Estimate of Annual Cost Synergies • Marketing synergies expected through significantly expanded cust
Slide 19: Combined Scale Enhances Growth Pipeline
Scale Optimization Growth Combined Scale Enhances Growth Pipeline and Provides Flexibility to Optimize Development Growth Pipeline(1)(2) Brownfield Advanced Early-stage Operating Assets Expansions Projects Projects NAL Upstream NAL Upstream Authier Killick Expansion Carolina Lithium NAL Downstream E
Slide 20: Upcoming Milestones
Scale Optimization Growth Upcoming Milestones Achieve operating cost reductions based on run-rate production levels 1 NAL Complete exploration drilling and update Resource and Reserve Estimates Early studies for brownfield expansion of spodumene concentrate production Ratification of Mining Lease 2
Slide 21: Proposed Equity Financing
2 Proposed Equity Financing een ye
Slide 22: Equity Raising Summary
Equity Raising Summary 1 Sayona • Fully underwritten unconditional institutional placement to raise ~A$40 million (~US$27 Unconditional million) (before costs) through the issue of 1,250.0 million new shares in Sayona (“New Merger Announced Placement1 Shares”) utilising Sayona’s available capacity u
Slide 23: Capital Structure, Sources and Uses of Funds
Capital Structure, Sources and Uses of Funds Merger Effective Date Sayona Piedmont Estimated Combined Conditional Estimated Combined Illustrative Capitalisation Metrics(1) (Pre-Completion) (Pre-Completion) (Pre-Completion) Placement (Completion) US$ US$27M US$27M US$54M US$45M US$99M Proposed Equity
Slide 24: Indicative Transaction and Equity Raising Timetable
Indicative Transaction and Equity Raising Timetable Event Indicative Time/Date (AEDT)(2) Sayona and Piedmont ASX Trading halts 19 November 2024 Announcement of Merger, Sayona Unconditional Placement and Conditional Placement Bookbuild for Sayona Unconditional Placement and Conditional Placement 19 –
Slide 25: Additional Information
3 Additional Information L3 pe <1 ‘We Tae
Slide 26: Merger Transaction Structure
Merger Transaction Structure Overview of the merger MergeCo • Newly-formed subsidiary of Sayona to merge with and into Piedmont, subject to shareholder approvals ASX primary listing Nasdaq secondary listing of ADRs • Post transaction ownership split: approximately 50% Sayona (Renamed Sayona) shareho
Slide 27: An Opportune Time to Invest in Lithium
An Opportune Time to Invest in Lithium Lithium remains a key cornerstone material for the global energy transition Countercyclical investment, lithium price significantly down from highs with forecast LT pricing upside Highly attractive long-term fundamentals with >10% demand CAGR to 2040 / wi
Slide 28: NAL Checks all the Boxes in Canada
NAL Checks all the Boxes in Canada Project Owner Reserves DFS Permitted Funded Operational NAL MergeCo Whabouchi 1 Galaxy (James Bay) 1 Rose Moblan MergeCo PAK / Spark Shaakichiuwaanaan Adina 1. Assumes completion of Arc
Slide 29: NAL Production On Track for 190–210Kt Over the Next 12 Months
NAL Production On Track for 190 – 210Kt Over the Next 12 Months Production restart and maiden shipments within 2 years of NAL acquisition Significant increase in ore mined Higher grades delivered to plant due to increased blasting efficiencies and dilution management Continued focus on impro
Slide 30: North American Lithium is North America's Largest Operating Spodumene Asset
North American Lithium is North America’s Largest Operating Spodumene Asset Asset Overview North American Lithium Spodumene Concentrator • North American Lithium is primarily comprised of the Authier project and NAL mine which are owned by the Sayona Quebec JV (Sayona 75%; Piedmont 25%) • The JV par
Slide 31: Moblan has the Potential to be One of the Lowest Cost Spodumene Producers
Moblan has the Potential to be One of the Lowest Cost Spodumene Concentrate Producers Globally Asset Overview Northern Quebec Projects(2) N • In October 2021, Sayona acquired a 60% interest in the Moblan Chisasibi La Grande-1 Radisson La Grande-4 La Grande-3 Lithium Project from Lithium Royalty Corp
Slide 32: Ewoyaa Offers an Attractive Near-Term Development Opportunity
Ewoyaa Offers an Attractive Near-Term Development Opportunity Asset Overview Project Site and Infrastructure • MergeCo can earn a 50% interest in the Ewoyaa Project prior to potential dilution and 50% offtake of life of mine production • Atlantic Lithium DFS announced in June 2023 and updated minera
Slide 33: Carolina Lithium is the United States' Most Advanced Hard Rock Lithium Project
Carolina Lithium is the United States' Most Advanced Hard Rock Lithium Project Asset Overview Proximity to Key US End Customers • Located in Gaston County, NC, the cradle of the lithium business • Low-cost operating environment benefitting from existing infrastructure, minimal transport distances, l
Slide 34: Early Exploration (Killick + Western Australia)
Early Exploration (Killick + Western Australia) Killick Overview Killick Location • Piedmont can earn up to a 62.5%(1) interest in Vinland Lithium’s Killick Lithium Project, located in Newfoundland, Canada • Land package of 950km2 hosts 60km of prospective strike length(2), with analogous geology to
Slide 35: Sayona Mineral Resources (100% basis)
Sayona Mineral Resources (100% basis) Tonnage(1) Grade Contained Metal Contained LCE Asset Classification (Mt) (% Li2O) (kt Li2O) kt Measured 0.9 1.11% 10 25 Indicated 71.1 1.14% 811 2,004 NAL (Sayona 75% equity)(2) M+I 72.1 1.14% 821 2,029 Inferred 15.8 1.05% 166 410 Measured 6.0 0.98% 59 145 Authi
Slide 36: Sayona Ore Reserves (100% basis)
Sayona Ore Reserves (100% basis) Tonnage(1) Grade Contained Metal Contained LCE Asset Classification (Mt) (% Li2O) (kt Li2O) kt Proven 0.2 1.09% 2 5 NAL Probable 19.9 1.09% 217 536 (Sayona 75% equity)(2) Total 20.1 1.09% 219 542 Proven 6.2 0.93% 58 143 Authier Probable 5.1 1.00% 51 126 (Sayona 75% e
Slide 37: Piedmont Mineral Resources (100% basis)
Piedmont Mineral Resources (100% basis) Tonnage(1) Grade Contained Metal Contained LCE Asset Classification (Mt) (% Li2O) (kt Li2O) kt Measured 0.9 1.11% 10 25 Indicated 71.1 1.14% 811 2,004 NAL (Piedmont 25% equity)(2) M+I 72.1 1.14% 821 2,029 Inferred 15.8 1.05% 166 410 Measured 6.0 0.98% 59 145 I
Slide 38: Piedmont Ore Reserves (100% basis)
Piedmont Ore Reserves (100% basis) Tonnage(1) Grade Contained Metal Contained LCE Asset Classification (Mt) (% Li2O) (kt Li2O) kt Proven 0.2 1.09% 2 5 NAL Probable 19.9 1.09% 217 536 (Piedmont 25% equity)(2) Total 20.1 1.09% 219 542 Proven 6.2 0.93% 58 143 Authier Probable 5.1 1.00% 51 126 (Piedmont
Slide 39: Supporting data: Leading Hard Rock Resource Base Totalling 205Mt
Supporting data: Leading Hard Rock Resource Base Totalling 205Mt (2)(5) Reporting Mineral Resource Jurisdictional Asset Company Country / Region Category Source Date 3) Code Measured (Mt) Li2O (%) Indicated (Mt) Li2O (%) Total M+I (Mt) Li2O (%) Inferred (Mt) Li2O (%) Risk Score( Kings Mountain Albem
Slide 40: Supporting data: Positioned to be a North American Lithium Champion
Supporting data: Positioned to be a North American Lithium Champion Attr. Capacity Attr. Capacity Company Asset Country Ownership (1) (1) Source Date (ktpa SC) (ktpa SC6 eqv.) Piedmont Company Presentation - Offering Near-term Leverage to Lithium Carolina USA 100.0% 242 242 24-Oct-24 Prices Piedmont
Slide 41: Spodumene Prices Have Recovered; Lithium Hydroxide Futures in Contango
Spodumene Prices Have Recovered from Recent Lows; Lithium Hydroxide Futures Remain in Contango • Spodumene Concentrate prices have recovered from multi-year lows as industry • Lithium Hydroxide futures market is in contango reflecting optimistic sentiment responds to supply curtailments and project
Slide 42: Abbreviations Table
Abbreviations Table Term Meaning Term Meaning $, A$, AUD Australian dollar ktpa thousand tonnes per annum ASX ASX Limited ACN 008 624 691, or the financial market operated by it, as the context requires. LCE lithium carbonate (Li2 CO3) equivalent units a CHESS Depositary Interest, being a unit of be
Slide 43: International Offer Jurisdictions
International Offer Jurisdictions This document does not constitute an offer of new ordinary shares (“New Shares”) of the Company in any jurisdiction in remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities which it would be unlawful. In
Slide 44: International Offer Jurisdictions
International Offer Jurisdictions Hong Kong Singapore WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered and Miscellaneo
Slide 45: International Offer Jurisdictions
International Offer Jurisdictions United Kingdom United States Neither this document nor any other document relating to the offer has been delivered for approval to the Financial This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States
Slide 46: Key Risks
Key Risks You should be aware that an investment under the Capital Raisings, being an investment in New Shares, involves various risks. This Section sets out some of the key risks associated with an investment in New Shares. A number of risks and uncertainties, which are both specific to Sayona and
Slide 47: Key Risks
Key Risks Key Risk Overview Risks relating to Sayona Operational performance Sayona’s operations may not deliver a safe, stable and predictable operational performance and consequently have a negative impact on Sayona and its shares. Major external events or natural Sayona’s projects now or in the f
Slide 48: Key Risks
Key Risks Key Risk Overview Risks relating to Sayona Geopolitical risk Global and local conflicts, including the tensions between China and Taiwan, the war in Ukraine and the conflict in Israel, could adversely impact Sayona’s operations, financial performance and financial position. Political risk
Slide 49: Key Risks
Key Risks Key Risk Overview Risks relating to Sayona Royalty claims Many of the mining claims of which Sayona has an interest are subject to ongoing royalty obligations. The amount of the royalties payable in respect of a claim may have an impact on the economic viability of that claim, depending on
Slide 50: Key Risks
Key Risks Key Risk Overview Risks relating to Sayona Taxation Changes to corporate income tax, import duties, property tax, excise tax, withholding tax or any other applicable taxation legislation or policies relevant to Sayona may adversely affect Sayona’s financial profitability, net assets and ca
Slide 51: Key Risks
Key Risks Key Risk Overview Risks relating to the Transaction Scrip component of merger As part of the Transaction, Piedmont shareholders will receive consideration in the form of fully paid ordinary shares in Sayona. Existing Sayona consideration shareholders and new investors who take up shares un
Slide 52: Key Risks
Key Risks Key Risk Overview Risks relating to the Transaction Integration risk and realisation of The integration of two businesses of the size and nature of Sayona and Piedmont carries risk, including potential delays or costs in implementing necessary synergies changes and difficulties in integrat
Slide 53: Key Risks
Key Risks Key Risk Overview Risks relating to the Transaction Analysis of merger opportunity Sayona has undertaken financial, tax, legal, commercial and technical analysis of Piedmont in order to determine its attractiveness to Sayona and whether to proceed with the Transaction. It is possible that
Slide 54: Key Risks
Key Risks Key Risk Overview Transaction risks Alignment of year ends and acquisition Sayona and Piedmont have different year end reporting periods with Sayona reporting on a year ended 30 June basis and Piedmont using 31 December. accounting The application of acquisition accounting and the alignmen
Slide 55: Key Risks
Key Risks Key Risk Overview Risks associated with the Capital Raisings Share price and liquidity Sayona is subject to the general market risks inherent in all securities traded on a stock exchange. The market price for Sayona’s shares may fluctuate over time as a result of a number of factors, inclu
Slide 56: Summary of Placement Agreement
Summary of Placement Agreement Summary of Placement Agreement Sayona has entered into a placement agreement with the Lead Manager in respect of the Sayona Unconditional Placement and the Conditional Placement (together, the “Placement”) under which the Lead Manager has agreed to fully underwrite the
Slide 57: Summary of Placement Agreement
Summary of Placement Agreement Summary of Placement Agreement (cont’d) • a Sayona director is charged with an indictable offence, any regulatory body commences (or announces an intention to take) any public action against a Sayona director in his or her capacity as such, or any Sayona director is di
Slide 58: Summary of Placement Agreement
Summary of Placement Agreement Summary of Placement Agreement (cont’d) • a contravention by Sayona of the Corporations Act, its constitution, any of the ASX Listing Rules or any other applicable law or regulation; • Sayona or any of its respective related bodies corporate charges, or agrees to charg
Slide 59: Summary of Subscription Agreement
Summary of the Subscription Agreement Summary of Subscription Agreement RCF VIII has agreed to subscribe for shares in MergeCo under the Conditional Placement on the terms and conditions set out in a subscription agreement, the key terms of which are summarised below. Subscriber Resource Capital Fun
Slide 60: Piedmont | Sayona
PIEDMONT | SAYONA 60
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