Herbert Smith Freehills is pleased to have advised Sayona Mining Ltd (ASX:SYA; OTCQB:SYAXF) (Sayona) on its A$850m all-stock merger with Piedmont Lithium Inc (NASDAQ:PLL) (ASX:PLL) (Piedmont Lithium) (Transaction).

The Transaction will create a leading North American hard rock lithium producer with geographically advantaged spodumene resources of global scale. Sayona will be the parent entity for the merged group and will continue to be domiciled in Australia, with an ASX primary listing and a Nasdaq secondary listing of American depositary shares.

In addition to the Transaction, Sayona has undertaken an institutional placement to raise approximately A$40 million and Sayona will also undertake an issuance of A$69 million of shares to Resource Capital Fund VIII L.P. (RCF VIII) after the Transaction completes, subject to certain other conditions.

Closing of the Transaction is expected in the first half of calendar year 2025.

This Transaction and its associated capital raisings is another example of HSF’s market-leading resources sector work in cross-border M&A and ECM.

The Herbert Smith Freehills team was led by partners Tony Damian and Nicole Pedler, and included Executive Counsel Charlotte Cameron, Senior Associate Geoff Kerrigan, and solicitors Charlotte Blackmore and Ben Hansen.

Herbert Smith Freehills partner Tony Damian said, “This is an important transaction. It demonstrates the strength of critical minerals M&A, and of cross-border M&A, in the Australian market.”

Fellow partner Nicole Pedler said, “We are proud that our M&A and ECM teams could support the Sayona team on this pivotal transaction to create a leading North American lithium producer and developer.”

Morgan Stanley acted as exclusive financial advisor to Sayona and Baker Botts and McCarthy Tétrault acted as US and Canadian legal counsel respectively. Canaccord Genuity acted as equity capital markets adviser to the Transaction and sole lead manager, underwriter and bookrunner to Sayona’s capital raisings.