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US$12 million investment to acquire 19.9% of Sayona Mining Limited and 25.0% of Sayona Quebec
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Binding supply agreement for 50% of Sayona Quebec’s spodumene concentrate production
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Geographic diversification into a world-class mining jurisdiction with large resource base
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Piedmont positioned to become a major producer of lithium hydroxide from internal and 3rd party
spodumene
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Keith Phillips
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Brian Risinger
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President & CEO
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VP Investor Relations and Corporate Communications
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T: +1 973 809 0505
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T: +1 704 910 9688
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E: kphillips@piedmontlithium.com
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E: brisinger@piedmontlithium.com
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Share Placement
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Subscriber
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Piedmont Lithium Limited (ASX:PLL)
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Issuer
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Sayona Mining Limited (ASX:SYA)
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No. of Securities
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336,207,043 shares
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Subscription Price
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US$0.0092 per share (aggregate of US$3,093,104.80)
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Board Representation
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For so long as the Subscriber holds voting power of at least 9% in the Issuer, the Subscriber will have the right to appoint one person as a
non-executive director of the Issuer
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Other
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For so long as the Subscriber holds voting power of at least 9% the Issuer must not issue shares (other than a pro-rata offer of shares to all
shareholders on the same terms in which the Subscriber is entitled to participate) without the Subscriber’s prior written consent
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Convertible Notes
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Subscriber
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Piedmont Lithium Limited (ASX:PLL)
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Issuer
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Sayona Mining Limited (ASX:SYA)
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No. of Securities
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•One Tranche A convertible note
(convertible into 342,873,866 shares)
•One Tranche B convertible note
(convertible into 81,100,000 shares, subject to Issuer shareholder approval)
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Term
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5 years
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Subscription Price and Face Value
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•Tranche A convertible note -
US$3,154,439.57
•Tranche B convertible note -
US$746,120.00
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Interest
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No interest is payable on convertible notes if completion of the Project Investment occurs
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Security
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Unsecured
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Conversion Price
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US$0.0092 per share
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Conversion
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The Subscriber can convert the convertible notes at any time during the Term, provided that the Subscriber must immediately convert the
convertible notes if completion of the Project Investment occurs (and Issuer shareholder approval has been obtained in relation to the conversion of the Tranche B convertible note).
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Project Investment
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Buyer
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Piedmont Lithium Limited (or its nominee)
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Seller
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Sayona Mining Limited (ASX:SYA)
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Sale and Purchase
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The Seller agrees to sell, and the Buyer agrees to buy, 25% of the Seller’s 100% interest in Sayona Quebec Inc. which holds the rights to the
Authier and Tansim lithium projects
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Consideration
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US$5,006,335.64
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Conditions
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Completion is conditional on the following conditions precedent which are for the benefit of the Buyer and can only be waived by the Buyer:
(a) Seller shareholder approval being obtained for the conversion of Tranche B convertible note;
(b) completion of due diligence to the satisfaction of the Buyer;
(c) execution of a shareholders agreement in relation to the Seller;
(d) no material adverse change; and
(e) other customary conditions.
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Other
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Customary representations, warranties and pre-completion obligations
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Supply Agreement
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Buyer
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Piedmont Lithium Carolinas, Inc., a wholly-owned subsidiary of Piedmont
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Seller
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Sayona Quebec Inc.
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Product
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Spodumene concentrate containing 6.0% Li2O grade (dry basis)
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Quantity
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60,000 dry metric tonnes (“dmt”) per year
or 50% of Seller’s production, whichever is greater
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Term
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Life-of-mine
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Price
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Market pricing (based on an average price for CIF China Price (US$) for 6.0% SC6 dry basis) with a minimum price of US$500/t and a maximum price
of US$900/t on a delivered basis to the Buyer’s planned lithium hydroxide plant in North Carolina
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Conditions
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Buyer and Seller agreeing to a start date for Product deliveries between July 2023 and July 2024 based on the development schedules of both
parties
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