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ELEVRA LITHIUM LIMITED Capital/Financing Update 2017

Sep 27, 2017

64838_rns_2017-09-27_59427912-378d-406b-9320-8eb13aba2157.pdf

Capital/Financing Update

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28 September 2017

Sayona Mining Limited (ASX: SYA) (“Sayona” or “Company”) is pleased to announce the launch of a Pro rata renounceable Rights Issue to raise $4.9 million.

The proceeds from the Rights Issue and the Company’s existing cash will be applied to:

  • accelerate the development of the Company’s Authier lithium project in Canada;

  • completion of the pre‐feasibility study and to undertake the definitive feasibility on the Authier Lithium Project;

  • provide general working capital; and

  • corporate costs and the cost of the issue.

PRO RATA RENOUNCEABLE RIGHTS ISSUE ($4.9M)

The Company now commences a pro rata renounceable rights issue, comprising an offer on the basis of one (1) New Share for every two (2) existing Shares held at an issue price of 1 cent ($0.01) per New Share ( Issue Price ) ( Rights Issue ).

Under the Rights Issue, Sayona may issue a maximum of 487,409,777 New Shares (subject to rounding) to raise up to $4,874,097 (before the costs of the offer).

The Rights Issue is to be partially underwritten up to $2.5 million by Patersons Securities Limited ( Patersons ), who are also acting as the Lead Manager to the Rights Issue.

Indicative Timetable

The current proposed timetable for the Rights Issue is documented below. The dates are indicative only and Sayona reserves the right to vary the dates (subject to the Corporations Act and the ASX Listing Rules).

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Activity Date
Announcement of pro rata renounceable rights issue Thursday, 28 September 2017
Lodge Appendix 3B Thursday, 28 September 2017
Lodge Prospectus with ASIC and ASX ‐ Release copy of offer Tuesday, 3 October 2017 Day 0
documentation on ASX
Trading of rights commences Thursday, 5 October 2017
Trading resumes on an ex‐entitlement basis Friday, 6 October 2017
Record Datefor Entitlement to participate in the Rights Issue 7pm (Brisbane time) Monday, 9
October 2017
Dispatch Prospectus and Entitlement and Acceptance Form to
Wednesday, 11 October 2017
Shareholders
Trading of Rights ends Friday, 27 October 2017
Last day to extend the offer closing date Tuesday, 31 October 2017
Closing date for Rights Issue Friday, 3 November 2017
Shortfall notification to ASX Tuesday, 7 November 2017
Shortfall settled Thursday, 9 November 2017
Issue date, deferred settlement trading ends Friday, 10 November 2017
Normal ASX trading resumes Monday, 13 November 2017

An Appendix 3B in respect of the capital raising is also attached.

For more information, please contact: Paul Crawford Company Secretary Phone: +61 (7) 3369 7058 Email: [email protected]

Sayona Mining Limited is an Australian, ASX‐listed (SYA), company focused on sourcing and developing the raw materials required to construct lithium‐ion batteries for use in the rapidly growing new and green technology sectors. Please visit us as at www.sayonamining.com.au.

Page 2

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?
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
OrdinaryFullyPaid Shares
487,409,777
Fully Paid Ordinary Shares to be
offered pursuant to a 1:2 renounceable
entitlement offer
Ordinary shares rank equally in all respects
$0.01 (1 cent) per share
Provide
funding
to
accelerate
the
development of the Company’s Authier
lithium project, corporate costs and general
working capital.
Yes
23 November 2016
Nil
Nil
  • See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

Appendix 3B – New Issue Announcement

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
Issue dates.
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)
Part 2 - Bonus issue or pro rata issue
11
Is security holder approval required?
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
Nil Nil
487,409,777

N/A
N/A
LR 7.1 71,962,969
LR 7.1A 91,024,567
9 November 2017
- Shareholder entitlement acceptance
10 November 2017
– Underwritten shortfall shares
Number Class
1,462,229,330 Ordinary shares
Number Class
Nil
Nil
No
Renounceable
1 fully paid ordinary share for every 2
shares held on the record date
Fully paid ordinaryshares
7pm(Brisbane time) 9 October 2017
Not applicable
Fractional entitlement will be rounded up
to the nextwhole number of share
All countries except Australia and New
Zealand
  • See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

Appendix 3B – New Issue Announcement

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
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
3 November 2017
The Rights Issue is to be partially
underwritten up to $2.5 million by
Patersons Securities Limited
An Underwriting Fee of 6.5% of the value
of all new shares issued under the Rights
Issue.
Patersons Securities Limited
A Management Fee of$60,000
Not applicable
Not applicable
11 October 2017
Not applicable
5 October 2017
27 October 2017
Contact your stockbroker or Patersons
Securities and refer to details provided in
the Prospectus and the accompanying
Entitlement and Acceptance Form.
Contact your stockbroker or Patersons
Securities and refer to details provided in
the Prospectus and the accompanying
Entitlement and Acceptance Form.
Contact the Company’s Share Registry –
Computershare and refer to details
provided in the Prospectus and the
accompanying Entitlement and
Acceptance Form.
9 November 2017
- Shareholder entitlement acceptance
10 November 2017
– Underwritten shortfall shares
  • See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

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.

Appendix 3B

04/03/2013

Page 4

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
801,869,818
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
104,625,853
3,750,000
Nil
Subtractthe number of fully paid ordinary securities cancelled
during that 12 month period
“A” 910,245,671
Step 2: Calculate 15% of “A”
“B” 0.15
Multiply“A” by 0.15 136,536,851
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
64,573,882
“C” 64,573,882
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule
7.1
“A” x 0.15 136,536,851
Subtract“C” 64,573,882
Total[“A” x 0.15] – “C” 71,962,969

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 ) 910,245,671
Step 2: Calculate 10% of “A”
“D”
Multiply“A” by 0.10 91,024,567
  • See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

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
Nil
“E”
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) 91,024,567
Subtract“E” (number must be same as shown in Step 3) Nil
Total[“A” x 0.10] – “E” 91,024,567

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: 28 September 2017 (Director/Company Secretary) Print name: PAUL CRAWFORD

  • See chapter 19 for defined terms.

Page 6

Appendix 3B

04/03/2013