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ELEVRA LITHIUM LIMITED Capital/Financing Update 2016

Aug 15, 2016

64838_rns_2016-08-15_34b7140c-caba-4aff-b8f4-535bcb0e3aa8.pdf

Capital/Financing Update

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Appendix 3B – New Issue Announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/00, 30/9/01, 11/3/02, 1/1/03,.21/10/05, 1/8/12, 4/3/13

Name of entity

SAYONA MINING LIMITED

ABN

26 091 951 978

We (the entity) give ASX the following information:

Part 1 - All issues

1
Class of securities issued or to be issued
2
Number of securities issued or to be issued (if
known) or maximum number which may be issued
3
Principal terms of the securities
4
Do the securities rank equally in all respects from
the date of allotment with an existing class of
quoted securities?
5
Issue price or consideration
6
Purpose of the issue
6a
Is the entity an eligible entity that has obtained
security holder approval under rule 7.1A?
OrdinaryFullyPaid Shares
In accordance with the capital raising
announcement on 15 July 2016:
1. 36,915,413 ordinary shares to be issued
pursuant to the retail component of the
rights issue on 17 August 2016;
2. 18,457,727 options to be issued
pursuant to the retail component of the
rights issue on 17 August 2016;
Ordinary shares as per existing shares
Options exercisable at 3 cents each on or
before 30December 2016
Ordinary shares rank equally in all respects
The options rank equally with the existing
listed options.
On exercise of the options, the issued shares
will rank equally in all respects
$0.027 (2.7 cents) per share
Nilconsideration foroptions
Provide funding for the acquisition and
expenditure of the Authier lithium Project,
exploration expenditure on the Australian
Projects and administration and working
capital requirements.
Yes
  • See chapter 19 for defined terms.

Appendix 3B Page 1

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Appendix 3B – New Issue Announcement

6b
The date the security holder resolution under rule
7.1A was passed
6c
Number of securities issued without security
holder approval under rule 7.1
6d
Number of securities issued with security holder
approval under rule 7.1A
6e
Number of securities issued with security holder
approval under rule 7.3, or another specific
security holder approval (specify date of meeting)
6f
Number of securities issued under an exception in
rule 7.2
6g
If securities issued under rule 7.1A, was issue
price at least 75% of 15 day VWAP as calculated
under rule 7.1A.3? Include the issue date and both
values. Include the source of the VWAP
calculation.
6h
If securities were issued under rule 7.1A for non-
cash consideration, state date on which valuation
of consideration was released to ASX Market
Announcements
6i
Calculate the entity’s remaining issue capacity
under rule 7.1 and rule 7.1A – complete Annexure
1 and release to ASX Market Announcements
7
Dates of entering securities into uncertificated
holdings or despatch of certificates.
8
Number and class of all securities quoted on ASX
9
Number and class of all securities not quoted on
ASX
10
Dividend policy on the increased capital (interests)
19 November 2015 19 November 2015
79,440,359
53,626,905
Nil
Retail Issue – Shares - 36,914,169
Retail Issue–Options 8,457,085
N/A
N/A
LR 7.1 10,580,946
LR 7.1A 7,055,057
17 August 2016
Number Class
740,880,331
153,116,752
Ordinary shares
Options exercisable at 3
cents expiring 30
December 2016
Number Class
6,000,000
6,000,000
18,500,000
Options exercisable at 1
cent expiring 31 December
2016
Options exercisable at 1.5
cents expiring 30 June
2017
Options exercisable at 3
cents expiring 30 June
2017
Nil

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required?

No, not in respect of the Rights Issue.

  • See chapter 19 for defined terms.

Appendix 3B

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Page 2

Appendix 3B – New Issue Announcement

12
Is the issue renounceable or non-renounceable?
13
Ratio in which the securities will be offered
14
Class of securities to which the offer relates
15
Record date to determine entitlements
16
Will holdings on different registers (or subregisters)
be aggregated for calculating entitlements?
17
Policy for deciding entitlements in relation to
fractions
18
Names of countries in which the entity has security
holders who will not be sent new issue documents
19
Closing date for receipt of acceptances or
renunciations
20
Names of any underwriters
21
Amount of any underwriting fee or commission
22
Names of any brokers to the issue
23
Fee or commission payable to the broker to the issue
24
Amount of any handling fee payable to brokers who
lodge acceptances or renunciations on behalf of
security holders
25
If the issue is contingent on security holders’
approval, the date of the meeting
26
Date entitlement and acceptance form and prospectus
or Product Disclosure Statement will be sent to
persons entitled
27
If the entity has issued options, and the terms entitle
option holders to participate on exercise, the date on
which notices will be sent to option holders
Non-renounceable
1 fully paid ordinary share for every 5
shares held on the record date
1 free attaching option for every 2 new
rights issue shares
Fully paid ordinary shares
Options to acquire ordinaryshares
7pm(Brisbane time)19July2016
Not applicable
Fractional entitlement will be rounded up
to the next whole number of share
All countries except Australia, New
Zealand,Singapore and HongKong
Entitlement offer to institutional investors
-
Monday, 18 July 2016
Entitlement offer to retail investors
-
Wednesday,10 August 2016
BizzellCapital Partners PtyLtd
An Underwriting Fee of 5% of the value of
all new shares issued under the Rights
Issue.
BizzellCapital Partners PtyLtd
A Management Fee of 2% of the amount
raised under the Offer. An Option Fee of 5
million options to be issued on the same
terms as the options issued under the Offer,
subject to shareholder approval. A
Placement Fee of 3% of the value of all
new shares issued under the Private
Placement and Conditional Placement.
Not applicable
Proposed September 2016 (yet to be
convened)
21 July 2016
18 July 2016
  • See chapter 19 for defined terms.

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Appendix 3B – New Issue Announcement

  • 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable)

  • 30 How do security holders sell their entitlements in full through a broker?

  • 31 How do security holders sell part of their entitlements through a broker and accept for the balance?

  • 32 How do security holders dispose of their entitlements (except by sale through a broker)?

  • 33 Issue date

Not applicable Not applicable Not applicable Not applicable Not applicable 18 August 2016: Shares and options issued to retail investors

  • See chapter 19 for defined terms.

Appendix 3B

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Appendix 3B – New Issue Announcement

Part 3 - Quotation of securities

  • 34 Type of securities ( tick one )

  • (a) X Securities described in Part 1

  • (b) All other securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

  • 35 If the securities are equity securities, the names of the 20 largest holders of the additional securities, and the number and percentage of additional securities held by those holders

36 If the securities are equity securities, a distribution schedule of the additional securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional securities

Entities that have ticked box 34(b)

38
Number of securities for which quotation is sought
39
Class of securities for which quotation is sought
40
Do the securities rank equally in all respects from
the date of allotment with an existing class of
quoted securities?
If not, please state:
 the date from which they do
 the extent to which they participate for the next
dividend, or interest payment
 the extent to which they do not rank equally,
other than in relation to the next dividend,
distribution or interest payment
41
Reason for request for quotation now
42
Number and class of all securities quoted on ASX
(_including_the securities in clause 38)
Number Class
  • See chapter 19 for defined terms.

Page 5

Appendix 3B

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Appendix 3B – New Issue Announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Rule 7.1 – Issues exceeding 15% of capital Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid ordinary securities on issue 12
months before date of issue or agreement to issue
411,534,809
Addthe following:

Number of fully paid ordinary securities issued in that 12
month period under an exception in rule 7.2

Number of fully paid ordinary securities issued in that 12
month period with shareholder approval

Number of partly paid ordinary securities that became fully
paid in that 12 month period
192,450,621
2,827,637
Nil
Subtractthe number of fully paid ordinary securities cancelled
during that 12 month period
“A” 606,813,067
Step 2: Calculate 15% of “A”
“B” 0.15
Multiply“A” by 0.15 91,021,960
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 already been used
Insertnumber of equity securities issued or agreed to be issued
in that 12 month period_not counting_those issued:

Under an exception in rule 7.2

Under rule 7.1A

With security holder approval under rule 7.1 or rule 7.4
1,000,000
79,441,014
“C” 80,441,014
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule
7.1
“A” x 0.15 91,021,960
Subtract“C” 80,441,014
Total[“A” x 0.15] – “C” 10,580,946

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Rule 7.1A – Additional placement capacity for eligible entities Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” (number must be same as shown in Step 1 of Part ) 606,813,067
Step 2: Calculate 10% of “A”
“D” 60,381,307
Multiply“A” by 0.10
  • See chapter 19 for defined terms.

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Appendix 3B – New Issue Announcement

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already
been used
Insertnumber of equity securities issued or agreed to be issued
in that 12 month period under rule 7.1A
53,626,905
“E” 53,626,905
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule
7.1A
“A” x 0.10 (number must be same as shown in Step 2) 60,381,307
Subtract“E” (number must be same as shown in Step 3) 53,626,905
Total[“A” x 0.10] – “E” 7,055,057

Quotation agreement

  • 1 Quotation of our additional securities is in ASX’s absolute discretion. ASX may quote the securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those securities should not be granted quotation.

  • An offer of the securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any securities to be quoted and that no-one has any right to return any securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the securities be quoted.

  • We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the securities to be quoted, it has been provided at the time that we request that the securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the securities to be quoted under section 1019B of the Corporations Act at the time that we request that the securities be quoted.

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before quotation of the securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Date: 16 August 2016 (Director/Company Secretary)

Print name: PAUL CRAWFORD

  • See chapter 19 for defined terms.

Appendix 3B

04/03/2013

Page 7