PIEDMONT SUCCESSFULLY COMPLETES EQUITY FINANCING Form 8 K

Event	Indicative Date (Sydney time)
ASX Trading halt and announcement of Merger	November 19, 2024
Placement bookbuild	November 19, to November 20, 2024
Announcement of results of the Placement Trading halt lifted - trading resumes	November 20, 2024
Settlement of CDIs issued under the Placement	November 27, 2024
Allotment and normal trading of new CDIs issued under the Placement	November 28, 2024

•	advise ASX participating organizations (ASX Participants) that, during the Distribution Compliance Period, no transaction on the ASX involving CDIs will be effected if such participant has knowledge that the purchaser is in the United States or is a US Person (an Excluded US Person);

•	circulate to all ASX Participants via electronic market circulars and bulletins: (i) details of what constitutes an Excluded US Person; and (ii) notification details of the CDIs and the zero percent permitted ownership level of CDIs by Excluded US Persons;

•	provide in periodic publications and on the ASX Settlement website, an explanation of the restricted stock identifier applicable to the CDIs as having restricted status under the US securities laws (and identifying what such restrictions are);

•

require that ASX Participants provide that contract notes (confirmations) for the CDIs in the secondary market trading during the Distribution Compliance Period indicate that these securities are FOR Financial Products, by virtue of the stock code which would include the restricted stock identifier;

•	cause the description of the CDIs on the ASX trading screens and elsewhere (e.g. Bloomberg and IRESS) to include an identifier to indicate the restrictions the CDIs are subject to under US securities laws during the Distribution Compliance Period; and

•

include in the holding statement provided by ASX Settlement to investors who hold their CDIs in the CHESS Sponsored Sub register (as defined below) a description of the fact that the purchaser is deemed to hold a restricted security and is subject to offer and resale restrictions during the Distribution Compliance Period, which shall read 'These securities cannot be transferred to or held by US Persons (as defined under U.S. law)'.

•

ensure that all purchasers from a distributor in the Offer will make, or be deemed to have made, representations regarding their status as an accredited investor, their status as a non-US Person if outside the United States, as well as agreements regarding restrictions on resale and hedging as set forth under Regulation S;

•

ensure that any information provided by Piedmont or the lead manager to publishers of publicly available databases about the terms of the Offered CDIs will include a statement that neither the Offered CDIs nor the underlying Shares have been registered under the US Securities Act and resales must comply with Regulation S;

•

require that any Shares bearing the legend set forth in Rule 903(b)(3)(iii)(B) under the US Securities Act may not be transferred by Piedmont's US Transfer Agent during the Distribution Compliance Period without a favorable opinion of counsel or other assurance that the transfer complies fully with the US Securities Act; and

•	provide notification of the Regulation S status of its Offered CDIs and underlying Shares in shareholder communications, such as annual reports, periodic interim reports and its notices of shareholder meetings during the Distribution Compliance Period.

•

whether in the Offer or in secondary market trading during the Distribution Compliance Period, no ASX Participants may execute a transaction over the ASX in the Offered CDIs if that broker knows, or has reason to know, that the transaction has been pre-arranged with, or that the purchaser is, a person in the United States or a US Person or a person acting for the account or benefit of a US Person;

•

in connection with any purchase of Offered CDIs in secondary market trading each of the lead manager and any other ASX Participants must make all reasonable efforts to ascertain whether the purchaser is in the United States or a US Person or acting for the account or benefit of a US Person and implement measures designed to assure reasonable compliance with this requirement;

•

the confirmation sent to each applicant in the Offer and each purchaser of Offered CDIs in secondary market trading across the ASX prior to the expiration of the Distribution Compliance Period, will include a confirmation or notice to the purchaser of the Offered CDIs that the Offered CDIs are subject to restrictions on offers, sales and resales to comply with Regulation S; and

•

during the Distribution Compliance Period, any information provided by the lead manager to publishers of publicly available databases, such as Bloomberg and Reuters, about the terms of the issuance of the Offered CDIs must include a statement that the Offered CDIs have not been registered under the US Securities Act and resales must comply with Regulation S.

•	an uncertificated book entry US register of Shares (the Share Register) maintained by the Share Registry

•	an uncertificated issuer sponsored sub-register of Offered CDIs (the Issuer Sponsored Sub-register) maintained by the CDI Registry; and

•	an uncertificated CHESS sponsored sub register of Offered CDIs in Australia (the CHESS Sponsored Sub register) maintained by ASX Settlement.

•	it will be the sole registered and beneficial owner of the CDIs that it intends to acquire;

•

if it is outside the United States, it is not a US Person and is not acting for the account or benefit of, a US Person, and it is purchasing the CDIs in an 'offshore transaction' (as defined in Rule 902(h) under the US Securities Act) complying with Regulation S under the US Securities Act and it is not purchasing the CDIs as a result of any 'directed selling efforts' (as defined in Rule 903(c) under the US Securities Act);

•	if it is, or has been in the preceding three months, an 'affiliate' (as defined in Rule 405 of the US Securities Act) of Piedmont it has not and will not acquire any CDIs unless it has submitted, or immediately will submit, such CDIs to the CDI Registry for transmutation into Shares;

•

it understands and acknowledges that the CDIs it wishes to acquire are and will be treated as having not been registered under the US Securities Act or the securities laws of any state of the United States, and treated as 'restricted securities' (as defined in Rule 144 under the US Securities Act). Piedmont undertakes no obligation to satisfy the requirements for any exemption or safe harbor from the registration requirements of the US Securities Act to facilitate any resales of the CDIs, and the CDIs may not be offered, sold, pledged or otherwise transferred by such purchaser except: (i) to Piedmont; (ii) in an 'offshore transaction' (as defined in Rule 902(h) under the US Securities Act) complying with Regulation S under the US Securities Act; (iii) pursuant to an effective registration statement under the US Securities Act (which Piedmont has no obligation to prepare or file); or (iv) pursuant to an exemption from the registration requirements of the US Securities Act, and in each case, in accordance with all applicable securities laws of the states of the United States and any other applicable jurisdictions;

•

notwithstanding the foregoing bullet, it understands and acknowledges that during the Distribution Compliance Period, the CDIs may only be reoffered and resold in an 'offshore transaction' (as defined in Rule 902(h) under the US Securities Act) complying with Regulation S under the US Securities Act. in accordance with all applicable securities laws of the states of the United States and any other applicable jurisdictions;

•

Piedmont is entitled to recognize and enforce any lawful restrictions on transfer and, accordingly, intends to refuse to register any transfer of the Offered CDIs not made in accordance with the provisions of Regulation S, pursuant to registration under the US Securities Act, or pursuant to an available exemption from registration and, in each case, in accordance with all applicable securities laws of the states of the United States and any other applicable jurisdictions;

•	that during the Distribution Compliance Period it will not enter into any hedging transactions involving the CDIs, directly or indirectly, unless in compliance with the US Securities Act;

•	it agrees to, and each subsequent holder is required to, notify any transferee of the CDIs from it of the resale restrictions referred to above, if then applicable (recognising that the Offer Procedures provide for this to be done automatically for CDIs transferred over the ASX);

•

it acknowledges that, prior to any proposed transfer of CDIs other than pursuant to an effective registration statement, it will be required to provide certifications and other documentation relating to its ability to transfer CDIs in compliance with the restrictions set forth above, including (if applicable) that the transferee is not in the United States and is not a US Person or acting for the account or benefit of a US Person;

•

it understands and acknowledges that during the Distribution Compliance Period, Piedmont is not obligated to file with the SEC or with any state securities regulatory authority any registration statement in respect of registering any offers, sales, reoffers or resales of the CDIs under the US Securities Act;

•	it acknowledges that during the Distribution Compliance Period the Shares underlying the CDIs will bear the Share Legend unless Piedmont determines otherwise in compliance with applicable law; and

•

it acknowledges that Piedmont and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and warranties and agrees that if any such acknowledgement, representation or warranty deemed to have been made by virtue of its purchase of CDIs is no longer accurate, it will promptly notify Piedmont.

•	it will be the sole registered and beneficial owner of the Shares that it intends to acquire;

•

if it is outside the United States, it is not a US Person and is not acting for the account or benefit of a US Person, and it is purchasing the Shares in an 'offshore transaction' (as defined in Rule 902(h) under the US Securities Act) complying with Regulation S under the Securities Act and it is not purchasing the Shares as a result of any 'directed selling efforts' as defined in Rule 903(c) under the US Securities Act;

•	if it is, or has been in the preceding three months, an 'affiliate' (as defined in Rule 405 of the US Securities Act) of Piedmont it has not and will not acquire any CDIs unless it has submitted, or immediately will submit, such CDIs to the Share Registry for transmutation into Shares;

•

it understands and acknowledges that the Shares that it wishes to acquire are and will be treated as having not been registered under the US Securities Act or the securities laws of any state of the United States, and treated as 'restricted securities' within the meaning of Rule 144 under the US Securities Act and Piedmont undertakes no obligation to satisfy the requirements for any exemption or safe harbor from the registration requirements of the US Securities Act to facilitate any resales of the Shares, and the Shares may not be offered, sold, pledged or otherwise transferred by such purchaser except: (i) to Piedmont; (ii) in an 'offshore transaction' (as defined in Rule 902(h) under the US Securities Act) complying with Regulation S under the US Securities Act; (iii) pursuant to an effective registration statement under the US Securities Act (which Piedmont has no obligation to prepare or file); or (iv) pursuant to an exemption from the registration requirements of the US Securities Act, and in each case, in accordance with all applicable securities laws of the states of the United States and any other applicable jurisdictions;

•

Piedmont is entitled to recognize and enforce any lawful restrictions on transfer and, accordingly, intends to refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to registration under the US Securities Act, or pursuant to an available exemption from registration and, in each case, in accordance with all applicable securities laws of the states of the United States and any other applicable jurisdictions;

•	that during the Distribution Compliance Period it will not enter into any hedging transactions involving the Shares, directly or indirectly, unless in compliance with the US Securities Act;

•	it agrees to, and each subsequent holder is required to, notify any purchaser of the Shares from it of the resale restrictions referred to above, if then applicable;

•

it acknowledges that, prior to any proposed transfer of Shares other than pursuant to an effective registration statement, the transferee of Shares will be required to provide certifications and other documentation relating to its ability to transfer Shares in compliance with the restrictions set forth above, including (if applicable) that the transferee is not in the United States and is not a US Person or acting for the account or benefit of a US Person;

•

it understands and acknowledges that during the Distribution Compliance Period, Piedmont is not obligated to file with the SEC or with any state securities regulatory authority any registration statement in respect of registering any offers, sales, reoffers or resales of the Shares under the US Securities Act;

•	it acknowledges that during the Distribution Compliance Period, the Shares will bear the Share Legend unless Piedmont determines otherwise in compliance with applicable law; and

•

it acknowledges that Piedmont and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and warranties and agrees that if any such acknowledgement, representation or warranty deemed to have been made by virtue of its purchase of Shares is no longer accurate, it shall promptly notify Piedmont.

(a)

(Merger Agreement) the merger agreement in relation to the merger between Sayona and Piedmont (Merger Agreement) not being terminated, rescinded or varied in a material respect without the prior written consent of the Lead Manager and no condition precedent under the Merger Agreement having (in the opinion of the Lead Manager, acting reasonably) become incapable of being satisfied prior to the settlement date for the Placement; and

(b)

(Certificates and US Opinion) Piedmont delivering a certificate from an officer certifying various matters and Piedmont's US counsel issuing an opinion to the Lead Manager on certain matters regarding the Placement.

(a)

(Merger Agreement) Merger Agreement is terminated, rescinded, repudiated or threatened to be terminated, rescinded or repudiated, is amended in a material respect, or is or becomes void or voidable, without the prior written consent of the Lead Manager;

(b)

(listing) ASX announces that Piedmont will be removed from the official list or that any Shares (represented as CDIs) will be removed from official quotation or, suspended from quotation by ASX for any reason (excluding a trading halt arising from the Placement), without the prior written consent of the Lead Manager;

(c)

(Disclosure deficiency):

(i)

any of Piedmont's announcements, advertisements, publicity or roadshow materials relating to Piedmont, the Placement or the Merger (including (without limitation) any announcements, the confirmation letter, subscription agreement or communication, in each case, in respect of the Placement) (Placement Documents) includes content that is misleading or deceptive, or is likely to mislead or deceive, in a material respect (including by omission);

(ii)

any statement of opinion or belief in any Placement Document is not truly and honestly held or there are no reasonable grounds for making any such statement; or

(iii)

any amendment or update to a cleansing notice in respect of the Placement which is issued or is required to be issued under the Corporations Act 2001 (Cth) (Corporations Act) is materially adverse from the point of view of an investor;

(d)

(Proceedings) any of the following occurs:

(i)

there is an application to a government authority for an order, declaration or other remedy, or a government authority commences any investigation or hearing or announces its intention to do so, in each case in connection with the Placement or any agreement entered into in respect of the Placement which, in the Lead Manager's reasonable opinion, has reasonable prospects of success; or

(ii)

proceedings are commenced or there is a public announcement of an intention to commence proceedings before a court or tribunal of competent jurisdiction in Australia seeking an injunction or other order in relation to the Placement, which in the Lead Manager's reasonable opinion, has reasonable prospects of success;

(e)

(Regulatory action) ASIC:

(i)

makes, or threatens to make, an application for an order under Part 9.5 of the Corporations Act in relation to the Placement or the Merger and any such application (or threat) becomes public or is not withdrawn by the time stipulated in the Placement Agreement;

(ii)

commences, or conveys its intention to commence, any investigation or hearing under Part 3 of the Australian Securities and Investments Commission Act 2001 (Cth) in relation to the Placement or the Merger and any such investigation or hearing (or intention) becomes public or is not withdrawn by the time stipulated in the Placement Agreement; or

(iii)

otherwise issues or threatens to issue proceedings in relation to the Placement or the Merger or commences any formal investigation or inquiry into the Placement and such issue, threat or commencement becomes public or is not withdrawn by the time stipulated in the Placement Agreement;

(f)

(quotation) ASX does not, or states that it will not, grant official quotation of all the Placement CDIs on an unconditional basis (or on a conditional basis provided such condition would not, in the opinion of the Lead Manager, have a material adverse effect on the Placement) by settlement date for the Placement;

(g)

(prosecution) any of the following occurs:

(i)

a Piedmont director is charged with an indictable offence;

(ii)

any regulatory body commences any public action against a Piedmont director in his or her capacity as such or announces that it intends to take any such action; or

(iii)

any Piedmont director is disqualified from managing a corporation under the applicable law;

(h)

(timetable) any event in the timetable for the Placement is delayed by Piedmont for 5 business days or more without the prior written consent of the Lead Manager;

(i)

(capital structure) Piedmont alters its capital structure (subject to certain specified exclusions) without the prior written consent of the Lead Manager;

(j)

(forecast) a Placement Document includes any forecast, expression of opinion, belief, intention or expectation which is not based on reasonable grounds or any other announced forecast or expectation comes incapable of being met;

(k)

(fraud) Piedmont or any of its related bodies corporate or any of its directors or officers engage in any fraudulent conduct or activity whether or not in connection with the Placement;

(l)

(force majeure) there is an event, occurrence or non-occurrence, or development of an existing event, occurrence or non-occurrence, which makes it illegal or, in the case of an event, occurrence or non-occurrence that makes it illegal for the Lead Manager to satisfy a material obligation under the Placement Agreement;

(m)

(withdrawal) Piedmont withdraws the Placement or any part of it;

(n)

(change in board or senior management) a material change in Piedmont to the current board of directors, or a change to Keith Phillips (President and Chief Executive Officer) or Patrick Brindle (Executive Vice President & Chief Operating Officer);

(o)

(certificate) any certificate which is required to be provided by Piedmont under the Placement Agreement is not provided when required;

(p)

(insolvency) any Piedmont group member is, or becomes, insolvent; or

(q)

(condition precedent) a condition precedent, as set out in the Placement Agreement, is not satisfied or waived by the Lead Manager by the time required.

(r)

(new circumstance) a new circumstance that would be adverse from the point of view of an investor arises that would have been required to be disclosed in the Placement Documents had it arisen before the Placement Documents were lodged with ASX;

(s)

(breach) Piedmont is in breach of the Placement Agreement or any of Piedmont's representations or warranties is or becomes incorrect, untrue or misleading;

(t)

(due diligence) there is an omission from or misstatement relating to (without limitation) the completed due diligence questionnaire provided by Piedmont to the Lead Manager;

(u)

(change in laws) there is introduced, or there is a public announcement of a proposal to introduce, into the Parliament of Australia or any State or Territory of Australia or any other applicable jurisdiction, a new law, or the Reserve Bank of Australia, or any Commonwealth or State or Territory authority or any other applicable jurisdiction, adopts or announces a proposal to adopt a new policy (other than a law or policy which has been announced before the date of the Placement Agreement);

(v)

(compliance with laws) a contravention by Piedmont of the Corporations Act, its constitution, any of the ASX Listing Rules or any other applicable law or regulation;

(w)

(charges) Piedmont or any of its related bodies corporate charges, or agrees to charge, the whole or a substantial part of their respective business or property other than certain specified exceptions;

(x)

(offer) any aspect of the Placement does not comply with the Corporations Act or the ASX Listing Rules;

(y)

(Certificate) any certificate which is required to be provided by Piedmont under the Placement Agreement is untrue or incorrect;

(z)

(adverse change) there is an adverse change, or an event which is likely to give rise to an adverse change, in the financial position, results, condition, operations or prospects of the Piedmont group other than as disclosed by Piedmont to the ASX before the date of the Placement Agreement;

(aa)

(market disruption) there is:

(i)

trading in all securities quoted or listed on ASX, NASDAQ or the New York Stock Exchange is suspended or limited in a material respect for three days on which that exchange is open for trading, or substantially all of three trading days;

(ii)

any adverse change or disruption to the existing financial markets, political or economic conditions of Australia, Canada, Ghana, the People's Republic of China or the United States or the international financial markets or any change in national or international political, financial or economic conditions;

(iii)

a general moratorium on commercial banking activities in Australia, Canada, Ghana, the People's Republic of China or the United States is declared by the relevant central banking authority in any of those countries, or a material disruption in commercial banking or security settlement or clearance services in any of those countries;

(bb)

(hostilities):

(i)

in respect of any one or more of Australia, Canada, Ghana, the People's Republic of China or the United States:

(A)

hostilities not presently existing commence (whether war has been declared or not) involving any of those countries;

(B)

a major escalation in existing hostilities occurs (whether war has been declared or not) involving any of those countries;

(C)

a major terrorist act is perpetrated involving any of those countries;

(D)

a national emergency is declared by any of those countries;

(ii)

a significant terrorist act is perpetrated anywhere in the world (other than in the Ukraine, Russia, Israel, Iran, Lebanon or the surrounding region to those countries);

(iii)

in respect of the ongoing conflicts in Israel or Ukraine as at the date of the Placement Agreement:

(A)

chemical, nuclear, or biological weapons of any sort are used in connection with the conflict; or

(B)

the military of any member state of the North Atlantic Treaty Organization becomes directly involved in the conflict; or

(cc)

(Piedmont information) certain Piedmont information includes a statement which is or becomes misleading or deceptive or likely to mislead or deceive.

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