ELEVRA LITHIUM LIMITED — AGM Information 2013

Sep 19, 2013

Sayona Mining Limited

ACN 091 951 978

Notice of Annual General Meeting and Explanatory Statement

Annual General Meeting to be held at Level 5, 307 Queen Street, Brisbane Qld 4000 on 23 October 2013 commencing at 10 am

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Notice of Annual General Meeting

Notice is hereby given that an Annual General Meeting of shareholders of Sayona Mining Limited ACN 091 951 978 ( Company ) will be held at Level 5, 307 Queen Street, Brisbane Qld 4000 on 23 October 2013 commencing at 10 am (Brisbane time).

ORDINARY BUSINESS

Receive and Consider the Financial Statements

To receive and consider:

(a) the Financial Report;

• (b) the Directors’ Report; and

• (c) the Auditor’s Report,

of the Company for the year ended 30 June 2013.

Resolution 1 – Adoption of Remuneration Report

To consider and if thought fit to pass the following resolution as an ordinary resolution:

“That the Remuneration Report within the Directors’ Report of the Company’s 2013 Annual Report be considered and adopted.”

Please note that the vote on this resolution is advisory only and does not bind the Company or its Directors.

Voting Exclusions

The Company will disregard any votes cast on this resolution by or on behalf of “Key Management Personnel” (as defined in the Accounting Standards as published by the Australian Accounting Standards Board) and their “closely related parties” ( Restricted Voter ).

Key Management Personnel ( KMP ) are the Company’s Directors and Executives identified in the Company’s Remuneration Report. A closely related party of a KMP means a spouse or child of the KMP, a child of the KMP’s spouse, a dependant of the KMP or the KMP’s spouse, and anyone else who is one of the KMP’s family and may be expected to influence the KMP, or be influenced by the KMP, in the KMP’s dealings with the Company or a company the KMP controls.

The Company need not disregard a vote if:

(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and

(b) it is not cast on behalf of a Restricted Voter. Further details, in relation to the ability of the Chairman to vote on undirected proxies are set out in the accompanying Explanatory Statement.

Resolution 2: Election of Allan Buckler as a Director

To consider and, if thought fit, pass the following resolution as an Ordinary Resolution:

“That Allan Buckler, having been appointed as a Director of the Company since the previous annual general meeting, be elected a Director of the Company.”

Resolution 3: Election of James Brown as a Director

To consider and, if thought fit, pass the following resolution as an Ordinary Resolution:

“That James Brown, having been appointed as a Director of the Company since the previous annual general meeting, be elected a Director of the Company.”

Resolution 4: Re-election of Paul Crawford as a Director

To consider and if thought fit to pass the following resolution as an ordinary resolution:

“That Paul Crawford, who retires as a Director of the Company in accordance with the provisions of the Constitution, and being eligible, offers himself for re-election, be appointed as a Director of the Company.”

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Resolution 5: Consolidation of Capital

To consider and if thought fit pass the following resolution as a special resolution:

“That for the purposes of section 254H(1) of the Corporations Act and for all other purposes, the Shares of the Company be consolidated on the basis that every 4.3 Shares shall be consolidated into 1 Share, ignoring fractions of shares created in the implementation and in accordance with the timetable, terms and conditions set out in the Explanatory Statement.”

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NOTES

These notes form part of the Notice of Meeting.

Time and Place of Meeting

Notice is given that the Annual General Meeting of members will be held at Level 5, 307 Queen Street, Brisbane Qld 4000 on 23 October 2013 commencing at 10 am (Brisbane time).

Your Vote is Important

The business of the Annual General Meeting affects your shareholding and your vote is important.

Voting Eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7pm (Sydney time) on 21 October 2013.

Voting in Person

To vote in person, attend the Meeting at the time, date and place set out above.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions below:

To be effective, proxy forms must be received by the Company at its registered office or deposited at or faxed to the share registry no later than 48 hours prior to the meeting at:

Computershare Investor Services Pty Limited GPO Box 242

Melbourne Vic 3001 Australia

Or by Fax Within Australia 1800 783 447 Outside Australia +61 3 9473 2555

Alternatively, you can submit your proxy online at www.investorvote.com.au and quoting the 6 digit control number found on the front of your proxy form. You may also scan the QR code on the front of the accompanying proxy form with your mobile device and inserting your post code. Intermediary Online subscribers (Custodians) can lodge a proxy online by visiting www.intermediaryonline.com.

In accordance with section 249L of the Corporations Act, members are advised that:

• (a) each member has a right to appoint a proxy;

• (b) the proxy need not be a member of the Company; and

• (c) a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Meeting. Broadly, the changes mean that:

• (a) if proxy holders vote, they must cast all directed proxies as directed; and

• (b) any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

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Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• (c) if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• (d) if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• (a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• (b) the appointed proxy is not the chair of the meeting; and

• (c) at the meeting, a poll is duly demanded on the resolution; and

• (d) either of the following applies:

• (i) the proxy is not recorded as attending the meeting;

• (ii) the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

Voting by Corporate Representative

A body corporate that is a Shareholder, or that has been appointed as a proxy, may appoint an individual to act as its representative at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting, evidence of appointment, including any authority under which it is signed, unless it has previously been given to the Company.

Voting by Attorney

A Shareholder may appoint an attorney to vote on their behalf. For an appointment to be effective for the Meeting, the instrument effecting the appointment (or a certified copy of it) must be received by the Company in one of the methods listed above for the receipt of Proxy Forms, so that it is received not later than 10am (Brisbane time), 21 October 2013.

Forward Looking Statements

Certain statements in this Explanatory Statement relate to the future. These statements reflect views only as of the date of this Explanatory Statement. While the Company believes that the expectations reflected in the forward looking statements are reasonable, neither the Company nor any other person gives any representation, assurance or guarantee that the occurrence of an event expressed or implied in any forward looking statements in this Explanatory Statement will actually occur.

Notice to Persons Outside Australia

This Explanatory Statement has been prepared in accordance with Australian laws, disclosure requirements and accounting standards. These laws, disclosure requirements and accounting standards may be different to those in other countries.

The distribution of this Explanatory Statement may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this Explanatory Statement should inform themselves of, and observe, any such restrictions.

Disclaimers

No person is authorised to give any information or make any representation which is not contained in this Explanatory Statement. Any information or representation not contained in this Explanatory Statement, may not be relied on as having been authorised by the Company or the Board in connection with the Transaction.

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Privacy

To assist the Company to conduct the Meeting, the Company may collect personal information including names, contact details and shareholding of Shareholders and the names of persons appointed by Shareholders to act as proxy at the Meeting. Personal information of this nature may be disclosed by the Company to its share registry, print and mail service providers, and the Company's agents for the purposes of implementing the consolidation of capital. Shareholders have certain rights to access their personal information that has been collected and should contact the Company secretary if they wish to access their personal information.

ASIC and ASX involvement

Neither ASIC, ASX nor any of their officers take any responsibility for the contents of the Notice of Meeting and Explanatory Statement.

By Order of the Board

Paul Crawford Company Secretary Sayona Mining Limited 20 September 2013

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Explanatory Statement

Purpose of this Explanatory Statement

This Explanatory Statement is provided to Shareholders of the Company to explain the resolutions to be put to Shareholders at the Annual General Meeting to be held at Level 5, 307 Queen Street, Brisbane Qld 4000 on 23 October 2013 commencing at 10 am (Brisbane time).

The Directors recommend Shareholders read the accompanying Notice of Meeting and this Explanatory Statement in full before making any decision in relation to the resolutions.

Receive and Consider the Financial Statements

The Corporations Act 2001 ( Corporations Act ) requires the Financial Report which includes the Financial Statements, Directors’ Declaration, the Directors’ Report and the Auditor’s Report to be laid before the Annual General Meeting. There is no requirement either in the Corporations Act or in the Constitution of the Company for Shareholders to approve the Financial Report, the Directors’ Report or the Auditor’s Report. Accordingly, the Company’s Financial Report is placed before the Shareholders for discussion and no voting is required for this item of business.

Shareholders will have a reasonable opportunity at the Meeting to ask questions and make comments on these reports and on the business and operations of the Company.

Resolution 1: Adoption of Remuneration Report

The Remuneration Report of the Company for the period ended 30 June 2013 is set out in the Directors’ Report of the 2013 Annual Report to Shareholders ( Remuneration Report ).

The Remuneration Report sets out the Company’s remuneration arrangements for the Managing Director, Executives and Non-executive Directors. A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting. In addition, section 250R(2) of the Corporations Act requires that Resolution 1 be put to the vote. However, the vote on this resolution is only advisory and does not bind the Company or its Directors.

Under the Corporations Act, if at least 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report at the Annual General Meeting, and then again at next year’s Annual General Meeting ( second AGM ), the Company will be required to put to Shareholders a resolution proposing the calling of an Extraordinary General Meeting to consider the appointment of Directors of the Company ( Spill Resolution ).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the Extraordinary General Meeting ( Spill Meeting ) within 90 days of the second AGM. All of the Directors who were in office before the second AGM, other than the Managing Director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting, those persons whose election or re-election as Directors is approved will be the Directors of the Company.

In the event that you choose to appoint the Chairman as your proxy, the Chairman’s voting intention is to vote in favour of this Resolution to adopt the Remuneration Report.

• (a) The attached Proxy Form provides that if the Chairman is appointed as proxy, the Chairman is directed to vote in accordance with the voting intention set out above, unless you direct the Chairman to vote in a different manner.

• (b) The Chairman will only vote in accordance with his stated voting intention if the relevant box is ticked.

• (c) If the relevant box is un-ticked the Chairman will not be permitted to vote the relevant shares on the Resolution in relation to the Remuneration Report.

• (d) For all other Resolutions where the Chairman is appointed as proxy, those proxies can remain undirected and may be voted on by the Chairman on that basis.

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Resolution 2: Election of Allan Buckler as a Director

Mr Buckler holds formal qualifications in Surveying and Mine Management with more than 40 years' coal experience in Australia and Indonesia. He has had key roles in the establishment of several large mining and port operations in both Australia and Indonesia.

Mr Buckler is a Non-executive Director of ASX listed Altura Mining Limited and an Independent Director of Interra Resources Limited, a Singapore listed company.

He is a former Director and Chief Operations Officer of New Hope Corporation Limited and has led the development of New Hope’s significant operations in Australia and Indonesia including the New Acland Mine, PT Adaro Indonesia, PT Indonesia Bulk Terminal and PT Mult Harapan Utama in Indonesia.

The Board supports the Election of Mr Buckler.

Resolution 3: Election of James Brown as a Director

Mr Brown holds formal qualifications in Mining Engineering with more than 25 years' coal experience in Australia and Indonesia. Mr Brown is the Managing Director of ASX listed Altura Mining Limited. His coal development and operations experience includes the New Acland and Jeebropilly mines in South East Queensland, the Adaro and Multi Harapan Utama operations in Indonesia and Blair Athol in Central Queensland.

The Board supports the Election of Mr Brown.

Resolution 4: Re-election of Paul Crawford as a Director

In accordance with the provisions of the Company’s Constitution, Mr Crawford is one of the Directors due to retire at this meeting by reason of the rotational retirement provisions. Mr Crawford offers himself for re-election at this meeting.

Mr Crawford was appointed as a Director of the Company on 18 March 2005. Mr Crawford has 30 years’ experience in accounting and financial services. He is the principal of a company secretarial and accounting services consultancy firm and was a founding shareholder of the Company. He is currently Company Secretary of the Company and ASX Listed ActivEx Limited. He holds a Bachelor of Business – Accountancy, a Master of Financial Management, a Graduate Diploma in Business Law, a Graduate Diploma in Company Secretarial Practice and is a registered CPA.

Resolution 5: Consolidation of Capital

Current capital structure

The Company currently has 1,743,700,924 Shares on issue. The trading price on these Shares fluctuates but, more recently, has been trading around $0.005 per Share. Historically, since reinstatement, the Share price has fluctuated between $0.004 and $0.006 per Share.

Purpose

The Company was re-quoted on ASX on 29 July 2013, having raised $2 million in a challenging market.

The Directors intend to pursue the Company’s existing projects, but also want to position the Company for future investment and possible expansion of its projects portfolio. As a result, the Directors would like to reduce the current number of Shares in issue, particularly given the low current capitalisation value per Share, which will make the Company’s capital structure more suitable to attracting investment. The proposed consolidation will also reduce the Company’s operating costs.

Effect

In order to implement that change, Resolution 5 will consolidate all of the Shares on issue on a 4.3:1 basis i.e. where every 4.3 existing Shares held by a Shareholder, will consolidate into 1 consolidated Share. The Share consolidation will not change Shareholders’ percentage entitlements in the Company.

For capital gains tax purposes, the Resolution is neutral as the existing cost base for a Shareholder’s Shares will be the original amount paid for the acquisition of these Shares. The only differences are that the number of Shares then held by that Shareholder is roughly quartered, though the value per Share should theoretically quadruple (although the actual value will depend on many other factors, and the trading price of post-consolidation Shares could be higher or lower than the theoretical value).

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The Share consolidation is considered central to the Company’s strategy to position it for further investment.

Subject to rounding, immediately after the consolidation, the Company will have 405,511,842 post-consolidation Shares on issue.

Fractions:

Fractions resulting from the implementation of the consolidation pursuant to this Resolution 5 will be ignored.

Indicative timetable

If approved by Shareholders, the proposed share consolidation will take effect in accordance with the following timetable. The timetable is indicative and subject to change.

Event	Indicative Date
Annual General meeting	23 October 2013
Notification to ASX that Share Consolidation is approved	23 October 2013
Last day for trading in pre-consolidated Shares	24 October 2013
Trading in consolidated Shares on a deferred settlement basis commences (Code: SYADA)	25 October 2013
Last day to register transfers on a pre-consolidated basis	31 October 2013
Registration of Shares on a post-consolidation basis	1 November 2013
Despatch of new holding statements	1 November 2013
Deferred settlement trading ends	7 November 2013
Normal trading commences (Code: SYA)	8 November 2013

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Glossary

In this Explanatory Statement and the Notice of Meeting:

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited ACN 008 624 691 and includes any successor body.

Board means the Company’s board of Directors

Company or Sayona means Sayona Mining Limited ACN 091 951 978.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director(s) means a current director of the Company.

Explanatory Statement means this explanatory statement that accompanies and forms part of the Notice of Meeting.

Listing Rules means the Listing Rules of the ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

Meeting or Annual General Meeting means the annual general meeting the subject of this Notice of Meeting.

Notice of Meeting means this notice of annual general meeting which this Explanatory Statement accompanies and in which the Resolutions are set out.

Resolution means the resolutions in the Notice of Meeting.

Share means a fully paid ordinary share in the Company.

Shareholder means a holder of Shares.

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