Sayona Mining (AKA Elevra Lithium) completed its merger with Piedmont Lithium on 29 August 2025. Piedmont shareholders received 0.35133 shares of Sayona Mining ADR stock for each PLL share.
The Sayona Mining (Elevra Lithium) Form F-4/A SEC filing for this merger can be found through the SEC EDGAR web site at: https://www.sec.gov/Archives/edgar/data/1739016/000114036125022482/ny20043008x9_f4a.htm#tMUF
Resolution: This is a complex transaction partially due to Sayona Mining not being a U.S. company. According to the Form F-4/A SEC filing the most likely tax consequences of this transaction for U.S. Piedmont shareholders is they will recognize gain but not loss in this merger. If your club made multiple purchases of PLL, any tax lots with a gain must be treated slightly different than tax lots with a loss based on the Fair Market Value (FMV) of the ELVR shares received in the merger. The myICLUB accounting section does not have a single transaction that will properly account for the tax consequences of this merger. At least 2 and possibly more transactions will need to be entered to account for the merger. In the simplest case, one sell transaction and a buy transaction will be needed. It is also likely a sell transaction of fractional ELVR shares will also be needed.
NOTE: The FMV of $8.02 for each Piedmont share is based on the closing price of $22.82 for ELVR on its first trading day, 2 September 2025, and the exchange ratio of 0.35133 ELVR shares per PLL share. This brings the FMV of the merger to $22.82 x 0.35133 for each PLL share owned. Rounded to the nearest penny, this is $8.02.
Your results may differ from your broker. Tax law does not have a specific method of determining FMV for mergers of this type. Multiple methods have been used in the past and deemed “reasonable” estimates of FMV by the IRS. However, the value used in these instructions may not coincide with the value used by your broker to determine FMV. This will affect the broker’s determination of gain from the merger and the cost basis of the ELVR shares received. This does not mean the broker nor the results from myICLUB are wrong. It merely means different acceptable methods were used to determine FMV which gave differing gain and cost basis results.
Also note that the SEC filing states the tax consequences depend on facts that cannot be known until after the transaction is completed and the IRS may not agree with the interpretation of tax law used by the companies. New information/interpretation may mean different tax consequences for the merger and the need to delete the transactions listed in these instructions and entering new transactions. If and when we become aware of changes to the consequences of this merger, a new set of instructions will be written.
Calculations to prepare before the accounting entries.
Before making the accounting entries it must be determined if you will realize a gain or loss from the merger. Go to Reports in myICLUB and click the link for the Security Cost Basis report. It is in the Securities section of the Report page. In the Show transactions box of the report, select Piedmont Lithium from the securities list. Then click the Submit button.
This will show all tax lots owned of Piedmont Lithium. Look at the Basis/Share column. If the Basis/Share is less than $8.02, that tax lot will have a gain from the merger. If the basis/share is greater than $8.02, you will have a loss if sold at $8.02. Write down all the tax lots with a gain separately from those with a loss at a price of $8.02. For those that would have a loss, also write down the total basis of that tax lot. A sample with multiple tax lots might look like the table below.
|
Lots with a Gain |
|
|
|
Lots with a loss |
|
|
Acquisition date |
Shares |
|
Acquisition date |
Shares |
Cost basis |
|
6/1/2022 |
50 |
|
2/15/2024 |
50 |
579.50 |
|
1/15/2023 |
50 |
|
6/22/2024 |
50 |
525.75 |
|
|
|
|
|
|
|
Once you have the gain/loss information, you are ready to make the accounting entries.
The Sell Entry. Go to Accounting > Securities > Sell in myICLUB.
Step 1
Step 2
Click the Submit button to save the transaction.
If you are not selling all shares when the sell transaction is entered, a second screen appears to select the tax lots being sold. **It is very important to select only the tax lots which would generate a gain at 8.02 per PLL share. Using the example from the table above this would be the 6/1/2022 and 1/15/2023 tax lots.**
The Buy Entry. Go to Accounting > Securities > Buy in myICLUB.
A different buy must be entered for PLL shares converted to ELVR shares than for those PLL shares that would have generated a loss because they will have a different cost basis.
For the example, from above the amount example, Total cost would be 802.
The Sell Entry. Go to Accounting > Securities > Sell in myICLUB.
Step 2
Click the Submit button to save the transaction.
If you have more than one tax lot remaining when the sell transaction is entered, a second screen appears to select the tax lot being sold. **It is very important to select the correct tax lot which has the cost basis equal to the Sale Total so no gain or loss is generated.**
The Buy Entries. Go to Accounting > Securities > Buy in myICLUB.
**A different buy must be entered for each tax lot of PLL shares converted to ELVR shares. Do not use one buy transaction for all tax lots of PLL with a loss if sold at 8.02 per share.**
For the example, from above the amount example, Total cost would be 579.50
**Enter as many buy transactions as there were PLL tax lots with potential losses if sold at 8.02 per PLL share.**
A Final Sell transaction
Due to the value of the exchange ratio, it is likely the total shares owned of ELVR includes fractional shares. The fractional share would have been sold and cash received by the club. The final sale is of the fractional shares.
Step 1
Step 2
Click the Submit button to save the transaction.
It was a chore, but now you are done.
