ELEVRA LITHIUM LIMITED - Capital/Financing Update 2021

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ABN 26 091 951 978

Prospectus

In relation to

A fully underwritten pro-rata renounceable Rights Issue of one (1) New Share for every six (6) Shares held at an issue price of 3.2 cents ($0.032) per New Share.

The Rights Issue closes at 5pm (Brisbane time) on Tuesday, 20 April 2021.

This Prospectus is a transaction specific prospectus issued in accordance with section 713 of the Corporations Act. If you are an Eligible Shareholder, this is an important document and should be read in its entirety. If you do not understand any part of this document or are in doubt as to what you should do, you should contact your professional adviser immediately. You should have regard to all publicly available information concerning the Company.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

Lead Manager and Underwriter:

Canaccord Genuity (Australia) Limited

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		Page
	Important Information	3
	Message from the Managing Director	8
	Key Features of the Rights Issue	10
	Frequently Asked Questions (FAQS)	11
1	Details of the Rights Issue	13
2	Effect of the Rights Issue on the Company	17
3	How to participate	20
4	Risk factors	24
5	Company Update	27
6	Important information for Shareholders	38
7	Directors’ authorisation	39
8	Definitions	40
	Corporate Directory	43

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IMPORTANT INFORMATION

General

This Prospectus is dated 25 March 2021 and was lodged with ASIC on that date. ASIC and ASX take no responsibility for the content of this Prospectus or the merits of the investment to which this Prospectus relates.

No New Shares may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

No person is authorised to give any information or make any representation in connection with this Rights Issue which is not contained in this Prospectus. Any information or representation not contained in this Prospectus may not be relied on as having been authorised by the Company, the Directors or the Underwriter.

This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may be reasonably expected to be known to investors and professional advisers whom potential investors may consult.

You should read this entire Prospectus carefully before deciding whether to invest in New Shares. In particular, you should consider the key risks that could affect the performance of the Company or the value of an investment in the Company, details of which are outlined in section 4 of this Prospectus.

No financial advice

The information provided in this Prospectus is not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. Before deciding whether to apply for New Shares, you should consider whether they are a suitable investment for you in light of your own investment objectives and financial circumstances and having regard to the merit or risks involved. If, after reading this Prospectus, you have any questions about the Rights Issue, you should contact your stockbroker, solicitor, banker, financial adviser, accountant or other professional adviser.

Electronic Prospectus

This Prospectus will also be issued as an electronic prospectus. A copy of this Prospectus can be downloaded from the Company’s website at www.sayonamining.com.au.

If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident and must only access this Prospectus from within Australia. The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus free of charge by contacting the Company.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

Persons who access the Prospectus in electronic form should ensure that they download and read the entire Prospectus.

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Disclaimer

Except as required by law, and only then to the extent so required, neither the Company nor any other person warrants the future performance of the Company or any return on any investment made under this Prospectus. An investment in New Shares offered by this Prospectus should be considered speculative.

The Company has prepared this document based on information available to it at the time of preparation.

Forward-looking statements

This Prospectus contains forward-looking statements that have been based on current expectations about future acts, events and circumstances. These statements may be in respect of the financial condition, results of operations, projects and business of Sayona. Such statements involve known and unknown risks, uncertainties, assumptions and other factors which are subject to change without notice, as many of these are outside the control of the Company and that could cause those acts, events and circumstances to differ materially from the expectations described in such forward-looking statements. Sayona gives no assurance that the anticipated results, performance or achievements expressed or implied in those forward looking statements will be achieved and this Prospectus details some important factors and risks that could cause the Company's actual results to differ from the forward-looking statements in this Prospectus (details of which are outlined in section 4 of this Prospectus).

The pro-forma financial information provided in this Prospectus is for illustrative purposes only and is not represented as being indicative of the Company's view on its future financial condition and/or performance.

International Offer Restrictions

No action has been taken to register the securities or otherwise permit a public offering of securities in any jurisdiction other than Australia. The distribution of this document outside Australia may be restricted by law. Persons who come into possession of this document should observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. This document is not a prospectus and shall not constitute, or form part of, an offer to sell or a solicitation of an offer to buy securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such jurisdiction. In particular, this document may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside Australia except to the extent permitted below.

New Zealand

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the " FMC Act "). The New Shares are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than to a person who:

is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;
meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;
is large within the meaning of clause 39 of Schedule 1 of the FMC Act;
is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or
is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

Hong Kong

WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the " SFO "). No action has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO).

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No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and any rules made under that ordinance). No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.

The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

Singapore

This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the " SFA "), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

This document has been given to you on the basis that you are (i) an existing holder of the Company’s shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) an "accredited investor" (as defined in the SFA). In the event that you are not an investor falling within any of the categories set out above, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

United Kingdom

Neither this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended (" FSMA ")) has been published or is intended to be published in respect of the New Shares.

The New Shares may not be offered or sold in the United Kingdom by means of this document or any other document, except in circumstances that do not require the publication of a prospectus under section 86(1) of the FSMA. This document is issued on a confidential basis in the United Kingdom to "qualified investors" (within the meaning of Article 2(e) of the Prospectus Regulation (2017/1129/EU), replacing section 86(7) of the FSMA). This document may not be distributed or reproduced, in whole or in part, nor may its contents be disclosed by recipients, to any other person in the United Kingdom. Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to the Company. In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (" FPO "), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investment to which this document relates is available only to relevant persons. Any person who is not a relevant person should not act or rely on this document.

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United States

This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The New Shares have not been, and will not be, registered under the US Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

The New Shares will only be offered and sold in the United States to:

institutional accredited investors (as defined in Rule 501(a)(1), (2), (3) and (7) under the US Securities Act); and
dealers or other professional fiduciaries organized or incorporated in the United States that are acting for a discretionary or similar account (other than an estate or trust) held for the benefit or account of persons that are not US persons and for which they exercise investment discretion, within the meaning of Rule 902(k)(2)(i) of Regulation S under the US Securities Act.

Canada (British Columbia, Ontario and Quebec Provinces)

This document constitutes an offering of New Shares only in the Provinces of British Columbia, Ontario and Quebec (the "Provinces"), only to persons to whom New Shares may be lawfully distributed in the Provinces, and only by persons permitted to sell such securities. This document is not a prospectus, an advertisement or a public offering of securities in the Provinces. This document may only be distributed in the Provinces to persons who are "accredited investors" within the meaning of National Instrument 45-106 – Prospectus Exemptions , of the Canadian Securities Administrators.

No securities commission or authority in the Provinces has reviewed or in any way passed upon this document, the merits of the New Shares or the offering of the New Shares and any representation to the contrary is an offence.

No prospectus has been, or will be, filed in the Provinces with respect to the offering of New Shares or the resale of such securities. Any person in the Provinces lawfully participating in the offer will not receive the information, legal rights or protections that would be afforded had a prospectus been filed and receipted by the securities regulator in the applicable Province. Furthermore, any resale of the New Shares in the Provinces must be made in accordance with applicable Canadian securities laws. While such resale restrictions generally do not apply to a first trade in a security of a foreign, nonCanadian reporting issuer that is made through an exchange or market outside Canada, Canadian purchasers should seek legal advice prior to any resale of the New Shares.

The Company as well as its directors and officers may be located outside Canada and, as a result, it may not be possible for purchasers to effect service of process within Canada upon the Company or its directors or officers. All or a substantial portion of the assets of the Company and such persons may be located outside Canada and, as a result, it may not be possible to satisfy a judgment against the Company or such persons in Canada or to enforce a judgment obtained in Canadian courts against the Company or such persons outside Canada.

Any financial information contained in this document has been prepared in accordance with Australian Accounting Standards and also comply with International Financial Reporting Standards and interpretations issued by the International Accounting Standards Board. Unless stated otherwise, all dollar amounts contained in this document are in Australian dollars.

Statutory rights of action for damages and rescission. Securities legislation in certain Provinces may provide a purchaser with remedies for rescission or damages if an offering memorandum contains a misrepresentation, provided the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s Province. A purchaser may refer to any applicable provision of the securities legislation of the purchaser’s Province for particulars of these rights or consult with a legal adviser. Certain Canadian income tax considerations. Prospective purchasers of the New Shares should consult their own tax adviser with respect to any taxes payable in connection with the acquisition, holding or disposition of the New Shares as there are Canadian tax implications for investors in the Provinces.

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Language of documents in Canada. Upon receipt of this document, each investor in Canada hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the New Shares (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement.

Definitions

Capitalised terms have the meaning given to them in section 8.

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MESSAGE FROM THE MANAGING DIRECTOR

25 March 2021

Dear Shareholder,

On behalf of your Directors, I am pleased to invite you to participate in this Rights Issue providing you with the opportunity to subscribe for one (1) New Share for every six (6) Shares held at 7pm (Brisbane time) on 30 March 2021 ( Record Date ) at an issue price of 3.2 cents ($0.032) per New Share.

The Issue Price represents a discount of approximately 17.9% to the last closing price and a discount of approximately 15.8% to the theoretical ex-rights price ( TERP )[1] .

The Rights Issue is an offer to raise approximately $20.4 million, which is being fully underwritten by Canaccord Genuity (Australia) Limited ( Underwriter ).

This Prospectus contains details about the Rights Issue, including information about how to participate, and relevant risk factors.

Rights Issue

This Prospectus relates to the Rights Issue, which offers Eligible Shareholders the opportunity to subscribe for one (1) New Share for every six (6) Shares.

Eligible Shareholders may also apply for New Shares in excess of their Entitlement, although any application for Additional New Shares may be scaled back at the Company's discretion.

Use of Funds

The net proceeds will be used to fund the following: North American Lithium mine (“NAL”) assessment and acquisition, Authier mine approval process, exploration and assessment, Tansim exploration and assessment, Australian projects exploration, and working capital.

Actions required to take up your Entitlement

The Rights Issue closes at 5pm (Brisbane time) on 20 April 2021. To participate, you need to ensure that either your completed Entitlement and Acceptance Form and Application Money or your Application Money submitted by BPAY [ ®] are received by the Company's Share Registry before this time in accordance with the instructions set out on the form and in section 3 of this Prospectus.

Entitlements are renounceable and will be tradeable on ASX during the period of 6 April 2021 and 13 April 2021 or otherwise transferable. Shareholders who do not take up their Entitlements in full will not receive any value in respect of the Entitlements they do not take up, and their percentage shareholding in the Company will be reduced following the issue of New Shares.

A total of 638,443,876 New Shares will be issued pursuant to the Offer with any New Shares not subscribed for under the pro rata Rights Issue offer forming the Shortfall to be issued to existing Eligible Shareholders and the Underwriter. The New Shares will rank equally with the Company’s existing Shares on issue.

Piedmont Lithium Limited (ASX:PLL; Nasdaq: PLL, M.Cap ~A$1.4 billion) has given a Firm Commitment that it intends to subscribe to its full entitlement under the Entitlement Issue (~9.9%).

It is important that you carefully read this Prospectus and the other publicly available information about the Company on our website (www.sayonamining.com.au) and consider in particular the risk factors set out in section 4 before making any investment decision.

1 TERP is the theoretical price at which Shares should trade immediately after the ex-date for the Offer assuming 100% take-up of the Offer. The theoretical ex-rights price is a theoretical calculation only and the actual price at which Shares trade immediately after the ex-date for the Offer will depend on many factors and may not be equal to the theoretical ex-rights price. TERP is calculated by reference to the closing price of Sayona's shares on ASX of $ 0.039 on 22 March 2021.

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With this Prospectus you will also find your Entitlement and Acceptance Form which details your Entitlement and provides instructions on how to participate in the Rights Issue.

On behalf of the Directors, I invite you to consider this opportunity and thank you for your continued support.

Yours sincerely

Mr Brett Lynch Managing Director

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KEY FEATURES OF THE RIGHTS ISSUE

Summary of Rights Issue

Summary of Rights Issue
Issue Price	3.2 cents ($0.032) per New Share.
Discount	17.9 % to Sayona's closing price of $0.039 on 22 March 2021. 15.8 % to the theoretical ex-rights price (TERP).
Entitlement	One (1) New Share for every six (6) Shares held on the Record Date (7pm (Brisbane time) on 30 March 2021).
Amount to be raised under the Rights Issue	$20,400,000
Approximate New Shares available under the Rights Issue	638,443,876 New Shares.
Additional New Shares available under the Rights Issue	Eligible Shareholders may apply for New Shares in excess of their Entitlement. The Company may scale back applications for Additional New Shares in its absolute discretion, but will not scale back any Entitlement. If the Company scales back applications for Additional New Shares, excess funds will be returned to applicants without deduction of interest in accordance with section 3.4.

Important Dates (all times are Brisbane local time)

Important Dates(all times are Brisbane local time)
Rights Issue opens	6 April 2021
Lodgement of Prospectus with ASIC and ASX	25 March 2021
Trading of Rights Commences	6 April 2021
Record Date to determine Entitlements	30 March 2021
Dispatch of Prospectus and Entitlement and Acceptance Forms	6 April 2021
Trading of Rights closes	13 April 2021
Closing Date of Rights Issue (Last date for lodgement of Entitlement & Acceptance Forms and payment of Application Money)	20 April 2021
Rights Issue shortfall notified	22 April 2021
Shortfall settled	26 April 2021
Normal trading of New Shares expected to commence on ASX	28 April 2021
Transaction confirmation statements for New Shares expected to be dispatched	29 April 2021

Eligible Shareholders that wish to participate in the Rights Issue are encouraged to subscribe for New Shares as soon as possible after the Rights Issue opens. The Company, in consultation with the Underwriter, reserves the right, subject to the Corporations Act, the Listing Rules and other applicable laws, to vary the dates of the Rights Issue (including extending the Rights Issue or accepting late applications) without notice.

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FREQUENTLY ASKED QUESTIONS (FAQS)

What is the Rights Issue?	The Rights Issue is a pro-rata renounceable entitlement to Eligible Shareholders to apply to purchase one (1) New Share for every six (6) existing Shares held as at the Record Date. The Rights Issue comprises two parts:  Rights Issue; and  Shortfall Facility.	Section 1.1
What is my Entitlement?	Each Eligible Shareholder is entitled to subscribe for one (1) New Share for every six (6) existing Shares held at theRecordDate.	Section 1.1
What is the Issue Price?	3.2 cents ($0.032) per New Share.	Sections 1.1 and 1.2
Am I an Eligible Shareholder?	Eligible Shareholders are those holders of Shares who:  are registered as a holder of Shares on the Record Date;  have a registered address in Australia or New Zealand;  are not in the United States, are not a US Person and are not acting for the account or benefit of a person in the United States or a US Person;  are eligible under all applicable securities laws to receive an offer under the Rights Issue without any requirement for a prospectus or offer document to be lodged or registered in any jurisdiction other than Australia.	Section 1.3
What happens if I am a Shareholder on the Record Date but not an Eligible Shareholder?	You will not be entitled to subscribe for New Shares under the Rights Issue. In-Eligible Shareholders will have their percentage holding in the Company (held at the Record Date) diluted as a result of the Rights Issue.	Section 1.3
How much will be raised from the Rights Issue?	The Rights Issue will raise approximately $20.4 million (before costs). Even if not fully subscribed, the Rights Issue is fully underwritten so the Company is confident thefullamountwillberaised undertheRightsIssue.	Section 1.1
What is the purpose of the Rights Issue and how will the funds raised be used?	The funds raised under the Rights Issue, net of expenses, together with the Company’s existing cash and funds received from the rights issue, will be Proceeds will be used to fund the following; North American Lithium mine (“NAL”) assessment and acquisition; Authier mine approval process, exploration and assessment; Tansim exploration and assessment; Australianprojects exploration; andworking capital.	Section 1.16, 2.5 and 6.22
Is the Rights Issue underwritten?	Yes, the Rights Issue is fully underwritten to $20,400,000 by the Lead Manager and Underwriter, Canaccord Genuity (Australia) Limited. The Lead Manager and Underwriter’s fee arrangements are further detailed at sections 1.14, 1.15, 2.4(b), 6.4 and 6.22.	Sections 1.14, 1.15, 2.4(b), 6.4 and 6.22
What are the tax implications of participating in the Rights Issue?	Taxation implications will vary depending upon the specific circumstances of individual Shareholders. Investors should obtain their own professional advice as to the particular tax treatment that will apply to them.	Section 6.15

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Are there any risks?	There are risks associated with an investment in the Company. These include risks relating to the Company's business, risks relating to the Rights Issue and risks associated with financial investments generally. These risks are set out in more detail in section 4 of this Prospectus. In particular, key risks associated with an investment in the Company include:  Funding risk associated with securing project funding.  Tenure, tenement and exploration risk.  Mineral resources estimation risk.  Exchange rate risk.  Sovereign and political risk.  Future funding risk.  Environmental risk.	Sections 4 and 6.19
What effect will the issue of the New Shares have on the Company?	The potential effect that the issue of New Shares will have on the capital structure and financial position of the Company are set out in sections 2.2, 2.3 and 2.5. The Rights Issue will increase the current number of Shares on issue. If you do not take up your Entitlement, your shareholding will be diluted.	Sections 2.2, 2.3 and 2.5
What effect will the issue of the New Shares have on the control of the Company?	Piedmont currently has the right to convert convertible securities that will result Piedmont holding 19.9% of the Company. The Rights Issue will result in Piedmont increasing its holding in the Company to 19.9% (upon conversion of its convertible securities), by way of New Shares acquired under Firm Commitment under this Offer and also the Top Up Subscription Agreement. See section 6.6 for more details. Other potential effects that the issue of New Shares will have on the control of the Company, and the consequences of that effect, depends on a number of factors, including investor demand. See section 2.4 for more details.	Section 6.6
What interests do the Directors, Related Parties and any other persons have in the Rights Issue?	The Directors of the Company, together, currently have a significant shareholding in the Company. As the Rights Issue is being made on the same basis to all shareholders of the Company, the Directors will be entitled to participate to the extent of their Entitlement. Three of the four Directors have indicated they will participate in their Entitlements under the Rights Issue. The Directors will accept approximately 6,250,000 Shares, which represents an investment of approximately $200,000. Details of the interests of the Directors and potential implications are set out in section 6.9. There are no other related party interests or transactions with related parties to disclose.	Sections 6.5, 6.8 and 6.9
Where can I find more information about the Company?	For more information on the Company please see the Company's website (www.sayonamining.com.au) and the Company's ASX announcements (also available on the Company's website and the ASX's website (www.asx.com.au)).	Section 1.2

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1 Details of the Rights Issue

1.1 Overview of the Rights Issue

Sayona proposes to raise $20.4 million under the Rights Issue through the issue of approximately 638,444,876 New Shares. Under the Rights Issue, Sayona is offering Eligible Shareholders the opportunity to subscribe for one (1) New Share for every six (6) existing Shares held at the Record Date, at the Issue Price of 3.2 cents ($0.032) per New Share.

Where fractions arise in the calculation of an Entitlement, they will be rounded up to the next whole number of New Share.

The Rights Issue comprises two parts:

(a) ( Rights Issue ) under which Eligible Shareholders are being sent this Prospectus, together with a personalised Entitlement and Acceptance Form, and are being invited to take up all or part of their Entitlement.
(b) ( Shortfall Facility ) under which New Shares attributable to Entitlements:
(i) not taken up by Eligible Shareholders; and
(ii) that would have been offered to In-Eligible Shareholders if they had been entitled to participate in the Rights Issue,

will be offered under a Shortfall Facility to Eligible Shareholders that have exercised their full Entitlement. The Board reserves the right to issue such Shares at their discretion within three months after the close of the Rights Issue at a Share price not less than the price of the Rights Issue. Please see section 1.4 for further details.

1.2 The Rights Issue

Eligible Shareholders are invited to participate in a pro-rata renounceable Rights Issue. The Rights Issue will be conducted on the basis of one (1) New Share for every six (6) Shares held on the Record Date, at an Issue Price of 3.2 cents ($0.032) per New Share, which is payable in full on application.

The Issue Price represents:

a discount of approximately 15.8% to the TERP; and
a discount of approximately 17.9% to Sayona's closing price on 22 March 2021.

You should also consider publicly available information about Sayona available at www.asx.com.au and www.sayonamining.com.au.

1.3 Eligible Shareholders

This Prospectus contains an offer of New Shares to Eligible Shareholders. Eligible Shareholders are those holders of Shares who:

(a) are registered as a holder of Shares on the Register on the Record Date;
(b) have a registered address in Australia or New Zealand;
(c) are not in the United States, are not a US Person and are not acting for the account or benefit of a person in the United States or a US Person; and
(d) are eligible under all applicable foreign securities laws to receive an offer under the Rights Issue without any requirement for a prospectus or offer document to be lodged or registered in any jurisdiction other than Australia.

Shareholders that are not Eligible Shareholders are In-Eligible Shareholders.

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As at the date of this Prospectus, the Company had no other Shares on issue other than the 3,830,663,255 Shares.

1.4 Shortfall Facility

A Shortfall Facility will allow Eligible Shareholders that have fully subscribed for their Entitlements under the Rights Issue to subscribe for Additional New Shares. Eligible Shareholders can subscribe for Additional New Shares by completing the relevant part of the Entitlement and Acceptance Form, or through BPAY [ ®] , please refer to section 3.3.

The Company reserves the right to allot Additional New Shares to the extent that the Company determines in its absolute discretion, having regard to circumstances as at the time of the close of the Rights Issue. The Board reserves the right to issue such Shares as it may in its sole discretion determine, within 3 months after the close of the Rights Issue, provided that the issue price for shares is not less than the issue price under the Rights Issue.

Any Additional New Shares will be limited to the extent that there are sufficient New Shares from Eligible Shareholders who do not take up their full Entitlements or from New Shares that would have been offered to In-Eligible Shareholders if they had been entitled to participate in the Rights Issue.

There is no guarantee that those Eligible Shareholders will receive the number of Additional New Shares applied for, or any. The Company's decision on the number of New Shares and Additional New Shares to be allocated to you will be final.

The Company may scale back any application for Additional New Shares in its absolute discretion, but will not scale back any Entitlement. However, if the Rights Issue is oversubscribed, it is the Company's current intention to scale back all applications for Additional New Shares in the same proportions.

In the event of a scale back, the difference between the Application Monies received, and the number of New Shares allocated to you multiplied by the Issue Price, will be refunded by the Company, without interest, following allotment.

1.5 Ranking of New Shares

New Shares and Additional New Shares issued under the Rights Issue will rank equally with existing Shares. For further details of the rights attaching to the New Shares, please refer to section 6.3.

1.6 Withdrawal of Rights Issue

The Board reserves the right to withdraw all or part of the Rights Issue at any time before the issue of New Shares, in which case the Company will refund Application Money without payment of interest.

1.7 No cooling off rights

Cooling off rights do not apply to an investment in New Shares. You cannot withdraw your application or payment once it has been accepted, except as allowed by law.

1.8 Renunciation and trading

1.9 Discretion to deal with shortfall

To the extent there is any shortfall in subscriptions for New Shares and Additional New Shares under the Rights Issue, the Directors reserve the right to allocate top up Shares or place any shortfall at their discretion (subject to the terms of the Underwriting Agreement) within three

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months of the close of the Rights Issue, provided that such Shares will be issued at a price not less than the price of the New Shares.

1.10 Minimum subscription

There is no minimum subscription for the Rights Issue.

1.11 Rounding of Entitlements

Where fractions arise in the calculation of Entitlements, they will be rounded up to the nearest whole number of New Shares.

1.12 Opening and Closing Date for applications

The Rights Issue opens for acceptances on 6 April 2021 and all Entitlement and Acceptance Forms and payments of Application Money must be received by no later than 5pm (Brisbane time) on 20 April 2021, subject to the Directors being able to vary the Closing Date in accordance with the Listing Rules. The Directors reserve the right in their absolute discretion to accept late applications or payments.

1.13 Allotment of New Shares and ASX quotation

It is expected that allotment of the New Shares will take place as soon as practicable after the Closing Date. It is expected that the New Shares issued under the Rights Issue will be allotted no later than 27 April 2021. However, if the Closing Date is extended, the date for allotment may also be extended.

No allotment of New Shares will be made until permission is granted for their quotation by ASX.

Application for official quotation by ASX of the New Shares will be made as soon as possible and in any event within 7 days after the date of this Prospectus.

If approval is not obtained from ASX before the expiration of 3 months after the date of issue of this Prospectus, or such period as varied by ASIC, the Company will not issue any New Shares and will repay all Application Money for the New Shares within the time prescribed by under the Corporations Act, without interest.

The anticipated date of commencement of official quotation of the New Shares issued in accordance with the Prospectus is 29 April 2021, subject to ASX's discretion and compliance with the Listing Rules.

The fact that ASX may grant official quotation to the New Shares is not to be taken in any way as an indication of the merits of the Company or the New Shares now offered for subscription.

1.14 Lead Manager and Underwriter

Canaccord has been appointed as Lead Manager and Underwriter to the Rights Issue on usual commercial terms. In addition to certain cash underwriting and management fees payable as set out in section 6.4, the Underwriter, (following completion of the Rights Issue) may acquire all of the Shares of the Company if no other Shareholder takes up their Entitlement (on an undiluted basis). For further details of the Underwriter’s interest in the Company and the effect on control of the Company upon completion of the Rights Issue, please refer to Section 6.4.

1.15 Underwriting

The Rights Issue is fully underwritten for the entire $20,400,000 by Canaccord.

The Underwriting Agreement is in a standard form for transactions of this size and type and contains customary covenants, indemnities, representations and warranties by the Company and terminating events which if they occur, will relieve the Underwriter of its underwriting obligations.

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Further details and a summary of the key terms of the Underwriting Agreement are set out in Section 6.4.

1.16 Purpose of Rights Issue and intended use of funds

The Rights Issue is proposed to raise $20,400,000 and is fully underwritten. The table below details the proposed allocation of funds.

Combined with the Company’s existing cash reserves, the funds raised, net of expenses, will be used as follows.

Funds Available	($)
Existing Cash Reserves1	9,109,912
Proceeds of the Offer	19,998,000
Total	29,107,912
Allocation of funds	($)
NAL assessment and acquisition	5,000,000
Authier mine approval process, exploration and assessment	5,600,000
Tansim exploration and assessment	3,250,000
Australian Projects expenditure	2,000,000
Rights Issue costs2	1,265,090
Working Capital	2,884,910
Total	29,107,912

Notes

1 This amount is the total cash at the end of February 2021 as recorded in the Company’s pro forma accounts.

2For further details of the Rights Issue costs refer to Section 6.22.

This is a statement of present intention only. In the event that circumstances change, business opportunities vary from expected or other beneficial opportunities arise, the Directors reserve the right to vary the proposed use of funds.

There is no minimum subscription under the Rights Issue and it is fully underwritten. On completion of the Rights Issue, the Directors believe the Company will have sufficient working capital to implement and advance its objectives.

1.17 CHESS

The Company participates in the Clearing House Electronic Subregister System ( CHESS ). ASX Settlement, a wholly-owned subsidiary of ASX, operates CHESS in accordance with the ASX Listing Rules and ASX settlement operating rules.

Under CHESS, applicants will not receive a certificate but will receive a statement of their holding of New Shares. If your shareholding is held on a broker sponsored sub-register, ASX Settlement will send you a CHESS statement.

The CHESS statement will set out the number of New Shares issued to you under this Prospectus, and provide details of your holder identification number and the participant identification number of the sponsor.

If your shareholding is held on the CHESS company-sponsored sub-register, your statement will be despatched by the Share Registry and will contain the number of New Shares issued to you under this Prospectus and your security holder reference number.

A CHESS statement or Company statement will routinely be sent to Shareholders at the end of any calendar month during which the balance of their shareholding changes. Shareholders

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may request a statement at any other time. However, a charge may be incurred for additional statements.

2 Effect of the Rights Issue on the Company

2.1 Purpose of the Rights Issue

The intended use of funds raised under the Rights Issue is detailed in section 1.16.

2.2 Effect of the Rights Issue

The principal effect of the Rights Issue will be to:

(a) increase cash reserves by $20,430,204 immediately after completion of the Rights Issue, before deducting the estimated expenses of the Rights Issue; and
(b) increase the total number of Shares on issue from 3,830,663,255 as at the date of this Prospectus by an additional 638,443,876 Shares.
2.3 Effect on the Company’s capital structure

(a) Share capital

The principal effect of the Rights Issue on Sayona’s capital structure will be to increase the total number of issued Shares. The capital structure of Sayona following the issue of the New Shares under the Rights Issue will be as follows:

Event	Approximate number of Shares issued	Resulting in approximate total number of Shares in the Company
Shares on issue as at 25 March 2021		3,830,663,255
New Shares to be issued under the Rights Issue	638,443,876	4,469,107,131

These numbers are approximate and may vary slightly based upon a variety of factors. The final number of Shares in the Company is subject to reconciliation after Rights Issue. The number of shares issued under the Rights Issue is approximate and is subject to directors’ discretions and the underwriting agreement.

(b)

Other securities

As at the date of this Prospectus, the Company had the following listed and unlisted securities issued:

Security	Approximate number issued	Resulting in approximate total number of Shares in the Company
Listed Options (SYAOC) expiry 29/4/2023 exercise $0.02	370,377,076	370,377,076
Unlisted Options exercisable at 3 cents expiring 23 July 2022	107,216,182	107,216,182
Unlisted Options exercisable at 3 cents expiring 29 November 2021	4,000,000	4,000,000
Unlisted Options exercisable at 4	4,000,000	4,000,000

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cents expiring 29 November 2022
Unlisted Options exercisable at 1.3 cents expiring 17 February 2023	4,869,141	4,869,141
Convertible Notes – Piedmont Lithium Limited	423,973,866	423,973,866
Unlisted Options exercisable at 1.45 cents expiring 21 March 2024	18,666,666	18,666,666

2.4 Effect on control and dilutionary impact of the Rights Issue

(a) General

It is not expected that the Rights Issue will have any material consequences on the control of the Company as at the date of this document.

The potential effect that the issue of New Shares under the Rights Issue will have on the control of the Company, and the consequences of that effect, will depend on a number of factors, including investor demand.

The level of control of all Eligible Shareholders that do not subscribe for their full Entitlement will decrease and their percentage interests in the issued Share capital of the Company will be diluted.

(b) Underwriter

The Rights Issue is fully underwritten by the Underwriter. The Underwriter is not presently a shareholder of the Company and is not a related party of the Company for the purposes of the Corporations Act. Due to the Underwriter’s sub-underwriting arrangements and disbursement strategy, the Underwriter’s underwriting commitment is not expected to have any effect on the control of the Company, however, the extent to which New Shares are issued to the Underwriter pursuant to the Underwriting Agreement will increase the Underwriter’s voting power in the Company.

Following completion of the Rights Issue, the Underwriter may acquire up to 100% of Shares of the Company if no other Shareholder takes up their Entitlement (on an undiluted basis). In the event of a shortfall under the Rights Issue, the Company and the Underwriter will employ a dispersion strategy which includes the Shortfall Facility so it is expected that the Underwriter’s interest will actually be a lower proportion upon completion of the Rights Issue.

Issues of Shares	Total Company Shares	Assumptions	Shares potentially acquired by Underwriter	Underwriter’s % of total Shares
Current Shares	3,830,663,255	Nil	0	0
638,443,876 Rights Issue Shares	4,469,107,131	If 50% Entitlements are accepted by Shareholders	319,221,938	7.14%
		If 30% Entitlements are accepted by Shareholders	191,533,163	4.29%
		If 15% Entitlements are accepted by Shareholders	95,766,581	2.14%

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		If no Shareholders accept any Entitlements	638,443,876	14.29%

Further information regarding the underwriting arrangements is set out in section 6.4.

(c) Major shareholders/Directors’ interests

Based on publicly available information, the substantial Shareholder in the Company (holding at least 5%) is:

Name	Number of Existing Shares Held	% of Existing Shares
Piedmont Lithium Limited	336,207,043	8.7%

The Firm Commitment provided by Piedmont is set out at Section 6.6.

Directors, Brett Lynch, Paul Crawford and Allan Buckler have indicated that they intend to take up an entitlement as follows (but that they not intend to take up the balance of their Entitlements or to participate in any Shortfall):

Intended Take-up Values ($)	Intended Take-up Shares
50,000	1,562,500
50,000	1,562,500
100,000	3,125,000
200,000	6,250,000

The Directors do not have a substantial holding as at the date of this Prospectus and will not obtain a substantial holding if they take up the abovementioned Entitlement.

Eligible Shareholders who participate in the Rights Issue have the ability to take up Shares pursuant to the Shortfall Facility. It is not expected that this will have any material effect on control of the Company.

2.5 Effect on the Company’s financial position

This section provides relevant financial information for Shareholders to consider when assessing whether to participate in the Rights Issue, including details of the potential impact of the Rights Issue on the Company’s financial position.

The pro-forma financial information should be read in conjunction with the limitations set out in the ‘Important Information’ section of this Prospectus.

Pro-forma Statement of Financial Position

The pro-forma statement of financial position comprises the audit reviewed Statement of Financial Position for the Company as at 30 December 2020, adjusted for unaudited transactions to 28 February 2021 and the net proceeds of the Rights Issue.

The pro-forma Statement of Financial Position has been prepared on the basis of accounting policies normally adopted by the Company. The financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by the Australian Accounting Standards applicable to annual financial statements.

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The pro-forma Statement of Financial Position illustrates the effect of the abovementioned pro forma adjustments and in particular the effect of the Rights Issue on the assets and liabilities of the Company as if it had been successfully completed as at 28 February 2021. It is not intended to represent the actual financial position of the Company upon completion of the Rights Issue and is provided only as an illustration of the effect of the Rights Issue and the other pro-forma adjustments. The actual impact on the Company is dependent on a range of factors, many of which are outside the control of the Company.

SAYONA MINING LIMITED

Pro-Forma Statement of Financial Positions

	31 Dec 2020 28 Feb 2021 Offer Pro-forma $ $ $ $
CURRENT ASSETS Cash and cash equivalents Trade and other receivables Other assets Total Current Assets NON-CURRENT ASSETS Property, plant and equipment Exploration and evaluation asset Right of use asset Total Non-Current Assets TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Provisions Lease liability Total Current Liabilities NON-CURRENT LIABILITIES Lease Liability Total Non-Current Liabilities TOTAL LIABILITIES NET ASSETS	Reviewed Unaudited 4,582,080 9,109,912 19,165,114 28,275,026 150,226 2,807,775 - 2,807,775 81,539 79,351 - 79,351
	4,813,845 11,997,038 19,165,114 31,162,152
	141,570 141,570 - 141,570 22,812,404 23,808,715 - 23,808,715 66,681 66,681 - 66,681
	23,020,655 24,016,966 - 24,016,966

	27,834,500 36,014,004 19,165,114 55,179,118
	4,219,172 444,345 - 444,345 80,032 80,031 - 80,031 39,190 39,190 - 39,190
	4,338,394 563,566 - 563,566
	31,945 34,440 - 34,440
	31,945 34,440 - 34,440
	4,370,339 598,006 - 598,006
	23,464,161 35,415,998 19,165,114 54,581,112

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EQUITY

Issued capital 88,407,864 99,839,922 19,165,114 119,005,036 Reserves 152,666 152,666 - 152,666 Accumulated losses (65,096,369) (64,576,590) - (64,576,590) TOTAL EQUITY 23,464,161 35,415,998 19,165,114 54,581,112

3 How to participate

3.1 What you may do — choices available

Before taking any action you should carefully read this Prospectus and the other publicly available information about the Company on our website (www.sayonamining.com.au) and consider the risk factors set out in section 4.

The number of New Shares to which Eligible Shareholders are entitled is shown on the Entitlement and Acceptance Form. If you are an Eligible Shareholder you may:

Alternatives See section  Take up your Entitlement in full or in part 3.2  Take up your Entitlement in full and apply for Additional New Shares 3.2 and 3.3  Allow your Entitlement to lapse 3.8

3.2 If you wish to accept your Entitlement in full or in part

Either:

Payment by cheque or bank draft

If you are paying for your New Shares by cheque, bank cheque or bank draft, complete and return the Entitlement and Acceptance form with your payment. The Share Registry must receive your completed Entitlement and Acceptance Form together with full payment for the number of New Shares for which you are applying by no later than 5pm (Brisbane time) on 20 April 2021 .

Your cheque, bank cheque or bank draft must be paid in Australian currency and be drawn on an Australian branch of an Australian financial institution. Your payment must be for the full amount required to pay for the New Shares applied for. Payments in cash will not be accepted.

Cheques must be made payable to ‘Sayona Mining Limited’ and crossed ‘Not Negotiable’.

You must ensure that your cheque account has sufficient funds to cover your payment, as your cheque will be presented for payment on receipt. If your bank dishonours your cheque your application will be rejected. We will not re-present any dishonoured cheques.

Or:

Pay by BPAY[®]

If you are paying for your New Shares by BPAY [ ®] , please refer to your personalised instructions on your Entitlement and Acceptance Form. Please note that should you choose to pay by BPAY [ ®] :

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you do not need to complete or return the Entitlement and Acceptance Form but are taken to have made the declarations on that personalised Entitlement and Acceptance Form;
amounts received by the Company in excess of the Issue Price multiplied by your Entitlement ( Excess Amount ) may be treated as an application to apply for as many Additional Shares as your Excess Amount will pay for in full;
if you do not pay for your full Entitlement, you are deemed to have taken up your Entitlement in respect of such whole number of New Shares as is covered in full by your Application Money.

When completing your BPAY [ ®] payment, please make sure to use the specific Biller Code and unique reference number provided on your personalised Entitlement and Acceptance Form. If you receive more than one personalised Entitlement and Acceptance Form (i.e. where you have multiple holdings), please only use the reference number specific to the Entitlement on that form. If you inadvertently use the same reference number for more than one of your Entitlements, you will be deemed to have applied only for New Shares on the Entitlement to which the reference number applies.

You should be aware that your own financial institution may implement earlier cut-off times with regard to electronic payment, and you should therefore take this into consideration when making payment. It is your responsibility to ensure that funds submitted through BPAY [ ®] are received by 5pm (Brisbane time) on 20 April 2021 .

Excess Application Money that is not sufficient to subscribe for a number of New Shares or Additional New Shares multiplied by the Issue Price will be refunded to you except where that amount is less than $2.00, in which case it will be retained by the Company. The method by which you receive the refund will be at the discretion of the Company. No interest will be paid to Eligible Shareholders on any Application Money received or refunded.

3.3 Applying for Additional New Shares

Eligible Shareholders may also apply for New Shares in excess of their Entitlement ( Additional New Shares ). Please note that Additional New Shares will only be allocated to Eligible Shareholders if and to the extent that the Company determines to do so, in its absolute discretion having regard to circumstances as at the time of the close of the Rights Issue. Any Additional New Shares will be limited to the extent there are sufficient New Shares from Eligible Shareholders who do not take up their full Entitlements or from New Shares that would have been offered to In-Eligible Shareholders if they had been entitled to participate in the Rights Issue.

3.4 Scale back

The Company may scale back any application for Additional New Shares in its absolute discretion, but will not scale back any Entitlement. However, if the Rights Issue is oversubscribed, it is the Company’s current intention to scale back all applications for Additional New Shares in the same proportions.

In the event of a scale back, the difference between the Application Money received, and the number of New Shares allocated to you multiplied by the Issue Price, will be refunded by the Company, without interest, following allotment.

3.5 Acceptance of the Rights Issue

By completing, and the Company receiving, your personalised Entitlement and Acceptance Form with the requisite Application Money or making a payment by BPAY [ ®] , you:

(a) agree to be bound by the terms of this Prospectus and the provisions of the Company’s constitution;
(b) authorise the Company to register you as the holder(s) of the New Shares allotted to you;

Page 23

(c) declare that all details and statements made in the Entitlement and Acceptance Form are complete and accurate;
(d) declare that you are over 18 years of age and have full legal capacity and power to perform all your rights and obligations under the Rights Issue;
(e) acknowledge that once the Company receives the Entitlement and Acceptance Form or your payment by BPAY [ ®] , you may not withdraw it except as allowed by law;
(f) agree to apply for, and be issued with up to, the number of New Shares that your payment will pay for at the Issue Price per New Share;
(g) authorise the Company and its officers or agents to do anything on your behalf necessary for the New Shares to be issued to you, including to act on instructions of the Share Registry upon using the contact details set out in the Entitlement and Acceptance Form;
(h) declare that you were the registered holder(s) at the Record Date of the Shares indicated on the Entitlement and Acceptance Form as being held by you on the Record Date;
(i) acknowledge that the information contained in this Prospectus is not investment advice or a recommendation that New Shares are suitable for you, given your investment objectives, financial situation or particular needs, and that the Prospectus is not a prospectus, does not contain all of the information that you may require in order to assess an investment in the Company and is given in the context of the Company’s past and ongoing continuous disclosure announcements to ASX;
(j) acknowledge the statement of risks in section 4, and that investments in the Company are subject to risks;
(k) represent and warrant that the law of any place (other than Australia and New Zealand) does not prohibit you from being given this Prospectus or making an application for New Shares; and
(l) represent and warrant that you are an Eligible Shareholder and have read and understood this Prospectus and the Entitlement and Acceptance Form and that you acknowledge the matters, and make the warranties and representations and agreements contained in this Prospectus and the Entitlement and Acceptance Form.

3.6 Acknowledgement of acceptance of Rights Issue

By completing, and the Company receiving, your personalised Entitlement and Acceptance Form with the requisite Application Money or making a payment by BPAY ®, you will also be deemed to have acknowledged, represented and warranted on behalf of each person on whose account you are acting that you:

(a) are not in the United States and are not a US Person (see section 6.13 below), and are not acting for the account or benefit of, a US Person and are not otherwise a person to whom it would be illegal to make an offer or issue New Shares under the Rights Issue;
(b) acknowledge that the Entitlements and the New Shares have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdiction in the United States, or in any other jurisdiction outside Australia or New Zealand, and accordingly, the Entitlements may not be taken up, and the New Shares may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and any other applicable securities laws;
(c) agree that if in the future you decide to sell or otherwise transfer the New Shares or Additional New Shares you will only do so in regular transactions on ASX where neither you nor any person acting on your behalf knows, or has reason to know, that

Page 24

the sale has been pre-arranged with, or that the purchaser is, in the United States or a U.S. Person;

(d) agree to provide (and direct your nominee and custodian to provide) any requested substantiation of your eligibility to participate in the Rights Issue and of your holding of Shares on the Record Date; and
(e) have not and will not send any materials relating to the Rights Issue to any person in the United States or that is a US Person, or is acting for the account or benefit of a US Person.

3.7 Address details and enquiries

Completed Entitlement and Acceptance Forms (including payment of Application Money) should be forwarded in the enclosed reply paid envelope to the Company’s Share Registry by mail to the following address:

Mailing address

Sayona Mining Limited C/- Computershare Investor Services Pty Limited GPO Box 505 Melbourne VIC 3001

If you would like further information you can:

Contact your stockbroker, accountant or other professional adviser; or
Call the Sayona Rights Issue Information Line on 1300 850 505 (within Australia) at any time from 8:30 am to 5:30 pm (Brisbane time) Monday to Friday (excluding public holidays) during the Rights Issue period. If you are outside Australia, call on +61 3 9415 4000.

3.8 If you do not wish to accept all or any part of your Entitlement

To the extent you do not accept all or any part of your Entitlement, it will lapse.

4 Risk factors

4.1 General

An investment in the Company is subject to risk. The existence of risk means that the performance of the Company could be adversely affected.

The Directors have identified what they believe to be the major risks that may affect the Company. While the Company has endeavoured to disclose all material risks, you should be aware that the risks contained in this Section are not exhaustive. This Section should be treated as a general guide only.

Due to the existence of risk, it is recommended that before deciding whether or not to invest you:

read the Prospectus in its entirety;
consider the nature, probability and materiality of the risks described in this Section; and
seek independent advice from an Australian financial services licensee, in light of your

Page 25

particular needs, objectives, financial circumstances and investment preferences.

While the Company may be able to minimise the impact of some risks through various risk management techniques, many of the risks we have identified in this section are beyond our control and as such cannot be eliminated or their impact minimised.

You may personally be able to manage the impact of risk by obtaining independent professional advice tailored to your own investment objectives, financial situation and particular needs. You should:

consider carefully whether an investment in the New Shares is an appropriate investment for you;
appreciate that the price of shares listed on ASX can fall as well as rise; and
regard an investment in the New Shares as a speculative investment.

4.2 Authier Lithium Project pre-feasibility study and definitive feasibility study

The Rights Issue will provide the company with funds to complete the pre-feasibility and definitive feasibility studies of its Authier Lithium Project. These studies are undertaken to determine the economic feasibility of the project. There is no certainty about the outcome of these studies. Further if there is any delay in the completion of these studies, or unexpected increase in costs, the Company may require additional funding to complete the studies.

4.3 Exploration Risk

The successful exploration and development of mineral properties is speculative. There is no assurance that exploration of the tenement portfolio, which the Company may have an interest in, will result in the discovery of a mineral deposit that can be economically mined.

The exploration costs of the Company are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may differ materially from these estimates and assumptions.

4.4 Resource Estimates

Resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate.

As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to development and mining plans which may, in turn, adversely affect the Company’s operations.

In addition, many of the claims in the Authier Lithium Project are subject to ongoing royalty obligations. The amount of royalties payable in respect of a claim may have an impact on the economic viability of that claim, depending on various factors such as commodity prices and prevailing economic conditions.

4.5 Project Funding

The future development of the Company’s Authier Lithium Project will require the Company to obtain additional equity and debt funding. There is no certainty that the Company will be able to secure the necessary funding, or secure it on terms that are economic, to enable the future development of the Authier Lithium Project.

4.6 Land Access

From time to time, the Company’s tenements or tenements the Company has a legal or beneficial interest in, may be subject to claims or other access restrictions. In those

Page 26

circumstances, Sayona may have to resolve access arrangements under the relevant regime prior to entering upon the land to carry out activities. Access arrangements may be subject to provision of monetary compensation, compensation for damage to land, restoration of the land.

There can be no guarantee that applications or access arrangements will be resolved in a timely fashion, in Sayona’s favour, or in manner which is commercially viable for Sayona. The Managing Director and management team closely monitors the potential effect of claims involving tenements in which the Company has or may have an interest.

4.7 Tenure

Interests in a project’s tenements are governed by legislation and are evidenced by the granting of licenses or leases. Each license or lease is for a specific term and carries with it expenditure and reporting commitments, as well as other conditions requiring compliance.

In addition, an interest (or a right to earn an interest) in a project may be governed by agreements with parties which require compliance with certain conditions, commitments and obligations.

Consequently, the Company could lose title to or its interest in tenements or a project if these conditions, commitments and obligations are not met as and when they arise.

4.8 Sovereign and Political Risk

The entire Authier Lithium Project is in Québec, Canada. As a result the Company is subject to political, economic and other uncertainties, including but not limited to changes in mining and exploration policies or the personnel administering them, nationalisation or expropriation of property, cancellation or modification of contractual rights, foreign exchange restrictions, currency fluctuation, royalty and tax increase and other risks arising out of foreign government sovereignty over the areas in which the Company’s operations are conducted.

The Company’s future operations in Québec may be affected by changing political conditions and changes to laws and mining policies. The effects of these factors cannot be accurately predicted and developments may impede the operation or development of a project and even render it uneconomic.

4.9 Development Risk

There is a risk that the Company will not be able to economically mine any mineral reserves discovered in its tenement portfolio in order to produce a satisfactory commercial return. There are significant risks associated with the development of an operating mine. Before the Company can build a mine, the Company will need to obtain various regulatory approvals and licences, including environmental licences. There is no guarantee that the Company will be able to obtain the required approvals and licences or that it will be able to comply with any conditions imposed on those approvals and licences in a cost effective manner.

There are also many operational and technical risks associated with developing and operating a mine. These risks may adversely impact the economic viability of any future mining activities.

4.10 Environmental Risk

Mineral exploration and development carries some level of environmental risk. The Company may require statutory approval from relevant environmental authorities before it can undertake certain activities that may impact on the environment. Development of identified mineral resources will be dependent on the project meeting environmental guidelines and gaining the required approvals from government departments.

It is the Company’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.

4.11 Market Volatility

Share market conditions may affect listed securities regardless of the operating performance of a particular company. Market conditions are affected by many factors including investor

Page 27

confidence, general national and global economic outlook, changes in or outlook on interest rates, changes in or outlook on inflation, commodity prices and supply of capital.

The Shares of the Company may rise or fall in price depending on market conditions and investor attitude.

4.12 Commodity Prices

The Company’s Share price, future revenues and cash flows may be impacted by changes in the prices of minerals commodities. Commodity prices are influenced by physical and investment demand and may rise or fall. Fluctuations in commodity prices, specifically graphite and graphite products may influence individual projects in which the Company is involved. Similarly, the demand for products which graphite is used may impact commodity prices and in turn adversely affect the Company’s own financial position and/or Share price.

The international prices of most commodities are denominated in United States dollars. Changes in the Australian/United States dollar exchange rate may impact the value of the Company and its Shares. Exchange rates are influenced by numerous macro-economic factors beyond the Company’s control.

4.13 Financial Performance

Sayona is a mineral exploration company. The Company has no immediate source of revenue. The Company will not generate any revenue until such time as it is able to commercially mine any mineral deposit that the Company discovers or it enters into commercial agreements with other parties for the mining of those deposits.

Consequently, until Sayona is able to realise value from its projects, Sayona will incur ongoing operating losses.

4.14 Reliance on Key Personnel

As an exploration company, Sayona is dependent on its senior management and key personnel for the day-to-day operations and strategic management of the Company. The value of the Shares and the operations of the Company could be adversely affected by the departure of any of these employees.

5 Company Update

Sayona Mining Limited (“Sayona”) is an emerging lithium miner (ASX code: SYA; OTC: DMNXF) with projects in Québec, Canada, and Western Australia. In Québec, Sayona is advancing its flagship Authier Lithium Project (“Authier”) and its emerging Tansim Project, as well as progressing a bid for the NAL mine.

NAL has a lithium mine and concentrator located in Abitibi near the established mining district of Val d'Or, Quebec. NAL is a near-term growth opportunity given its proximity to Sayona’s flagship Authier Lithium Project. Sayona has the unique competitive advantage of being able to combine ore produced from Authier with ore produced at NAL, which could facilitate a significant improvement in plant performance and economics.

In January 2021, Sayona formed a strategic partnership with Piedmont to support both companies’ growth plans in North America. Piedmont Lithium agreed to invest up to US$12 million (~A$15.5M) to become strategic investor and major offtake partner in Sayona.

In Western Australia, Sayona is advancing gold exploration in Pilbara, focused on Hemi-style targets and lithium projects in world-class Pilgangoora district.

Sayona’s Expansion Strategy:

Short Term: Advance flagship Authier Lithium Project towards development while progressing bid for nearby NAL, backed by tie-up with Piedmont Lithium; expand lithium holdings in Québec (Tansim project); and advance gold/lithium exploration in Pilbara, WA.
Medium Term: Complete Authier BAPE (Bureau d'audiences publiques sur l’environnement) approval process and commission operations; integrate Authier with

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NAL; and further expand Québec operations with Tansim project to create world-scale spodumene production hub in Abitibi, supplying Piedmont Lithium and North American market.

Long Term: Generate added value through downstream processing to produce lithium hydroxide for North American and global market; partner with Québec’s vertical integration strategy; and securing its position as supplier of choice to North American battery market.

6 Important information for Shareholders

6.1 Prospectus availability

Eligible Shareholders can obtain a copy of this Prospectus during the Rights Issue period on the Company’s website at www.sayonamining.com.au or by contacting the Share Registry by phone on 1300 850 505 within Australia (or on +613 9415 4000 if you are overseas) during the Rights Issue period. If you access the electronic version of this Prospectus, you should ensure that you download and read the entire Prospectus.

The electronic version of this Prospectus on the Company’s website will not include a personalised Entitlement and Acceptance Form. You will only be entitled to accept the Rights Issue by completing and returning your personalised Entitlement and Acceptance Form, which accompanies this Prospectus, or by making payment via BPAY [ ® ] using the information provided on your personalised Entitlement and Acceptance Form (refer to section 3 of this Prospectus for further information).

The Corporations Act prohibits any person from passing the Entitlement and Acceptance Form on to another person unless it is attached to a hard copy of this Prospectus or a complete and unaltered electronic version of this Prospectus.

6.2 Continuous disclosure and inspection of documents

The Company is a ‘disclosing entity’ (as defined in section 111AC of the Corporations Act) for the purposes of section 713 of the Corporations Act and, accordingly, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or value of the securities in the Company.

This Prospectus is a ‘transaction specific prospectus’. In general terms, a ‘transaction specific prospectus’ is only required to contain information in relation to the effect of the issue of securities on the Company and the rights attaching to securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information, in relation to the Company before making a decision whether or not to invest.

Having taken such precautions and having made all enquiries as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 12 months before the issue of this Prospectus which required the Company to notify ASX about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

Information that is already in the public domain has not been reported in this Prospectus other than that which is considered necessary to make this Prospectus complete. The Company, as a disclosing entity under the Corporations Act states that:

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(a) It is subject to regular reporting and disclosure obligations;
(b) Copies of documents lodged with ASIC in relation to the Company (not being documents referred to in section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of ASIC;
(c) It will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date:
(i) The annual financial report most recently lodged by the Company with ASIC;
(ii) Disclosure documents given by the Company to ASX in accordance with Listing Rules as referred to in section 674(1) of the Corporations Act after the lodgement of the annual financial report referred to in paragraph (i) and before the lodgement of this Prospectus with ASIC. These include the following announcements:

Date lodged	Announcement
23 March 2021	Trading Halt
22 March 2021	Appendix 2A
22 March 2021	Appendix 3G
22 March 2021	Appendix 3B – Proposed issue of Securities
18 March 2021	Study Confirms Tansim Project High Lithium Potential opens new window
12 Mar 2021	Appendix 2A - Further Amendment
11 Mar 2021	Sayona Expands Tansim Project as Lithium Demand Accelerates
10 Mar 2021	Appendix 2A Amendment
10 Mar 2021	Results of Meeting
9 Mar 2021	Extraordinary General Meeting - Amended Resolution
5 Mar 2021	Cleansing Notice - Sec708A
5 Mar 2021	Appendix 2A
11 Feb 2021	Appendix 2A
8 Feb 2021	Appendix 2A
8 Feb 2021	Half Yearly Report and Accounts
5 Feb 2021	Notice of Extraordinary General Meeting/Proxy Form
3 Feb 2021	Sayona Invests In WA Exploration Assets
1 Feb 2021	Cleansing Notice Sec708A
1 Feb 2021	Appendix 2A
1 Feb 2021	Cleansing Notice Sec708A
1 Feb 2021	Appendix 2A
29 Jan 2021	Quarterly Activities Report
29 Jan 2021	Quarterly Cashflow Report
29 Jan 2021	Final Director's Interest Notice
27 Jan 2021	Appendix 2A
27 Jan 2021	Drilling Program to Expand Quebec Lithium Resources

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Date lodged	Announcement
27 Jan 2021	Change of Director's Interest Notice
25 Jan 2021	Director Resignation
22 Jan 2021	Appendix 2A
22 Jan 2021	Change of Director's Interest Notice
20 Jan 2021	Becoming a substantial holder from PLL
18 Jan 2021	Appendix 2A
18 Jan 2021	Cleansing Notice Sec 708A
18 Jan 2021	Appendix 2A
12 Jan 2021	Cleansing Notice Sec 708A
12 Jan 2021	Appendix 2A
11 Jan 2021	Proposed issue of Securities - SYA
11 Jan 2021	PLL:Piedmont Announces Strategic Investment in Sayona Mining
11 Jan 2021	Reinstatement to Official Quotation
11 Jan 2021	Piedmont Lithium Invests In Sayona - Strategic Partnership
8 Jan 2021	Suspension from Official Quotation
6 Jan 2021	Response to ASX Price Query
6 Jan 2021	Trading Halt
24 Dec 2020	Sayona Completes Tansim Acquisition
21 Dec 2020	Authier EIS Studies Advance as EV Sector Accelerates
11 Dec 2020	Cleansing Notice - Sec 708A
11 Dec 2020	Appendix 2A
7 Dec 2020	Gold Exploration to Commence Over Pilbara Projects
24 Nov 2020	Managing Director Update - Quebec Accelerates EV Drive
4 Nov 2020	NAL Bidding Process Relaunched, Closing January 2021
2 Nov 2020	Cleansing Notice - Sec 708A
2 Nov 2020	Appendix 3G
2 Nov 2020	Appendix 2A
2 Nov 2020	Appendix 2A
30 Oct 2020	Results of Meeting
29 Oct 2020	Quarterly Activities Report
29 Oct 2020	Quarterly Cashflow Report
28 Oct 2020	Collaboration on Clean, Green Lithium Hydroxide Technology
26 Oct 2020	Controlled Placement Agreement Share Issue
16 Oct 2020	Closing Date for Nomination of Director
1 Oct 2020	Sayona Position As Key Player in North American Supply Chain
30 Sep 2020	Notice of Annual General Meeting/Proxy Form
30 Sep 2020	Appendix 4G and Corporate Governance Statement

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Date lodged	Announcement
30 Sep 2020	Annual Report to shareholders
24 Sep 2020	MD Update-Canadian Government Backs Billion-Dollar EV Output

6.3 Rights of the New Shares

The following is a summary of the more significant rights attaching to New Shares being offered under this Prospectus. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice. Full details of the rights and liabilities attaching to Shares are set out in the Company’s constitution, a copy of which is available for inspection at the Company’s registered address.

(a) Share capital

Subject to the constitution:

(i) all matters relating to the issue of shares shall be under the control of the Directors who may issue, allot or otherwise dispose of the same to such person or persons on such terms and conditions and with such rights and privileges attached and at such times as the Directors may think fit; and
(ii) any resolution passed in accordance with the constitution for the alteration of capital, the Directors may issue new shares with or without any special conditions, preferences or priority either as to dividends or capital or both with any other special rights or advantages. In the absence of any special conditions or rights, such new shares when issued shall be held upon the same conditions as if they had been ordinary shares in the original capital, and shall be subject to the provisions of the constitution that relate to ordinary shares in the Company.
(b) Voting rights

Subject to the constitution and to any rights or restrictions attached to any class or classes of Shares, at a general meeting:

(i) each Shareholder entitled to vote may vote in person or by proxy, representative or attorney;
(ii) on a show of hands, every Shareholder present has one vote; and
(iii) on a poll, every Shareholder present has one vote for each share held by the Shareholder entitling the Shareholder to vote, except for partly paid shares, each of which confers on a poll only the fraction of one vote which the amount paid (not credited) bears to the total amounts paid or payable(excluding amounts credited) on the share. An amount paid in advance of a call is disregarded for this purpose.

(c) General meetings

Shareholders are entitled to receive written notice of and attend and vote at general meetings of the Company. Annual general meetings of the Company are held in accordance with the Corporations Act.

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(d) Dividend rights

Subject to the Corporations Act, the Company’s profits which the Directors determine to distribute by way of dividends are divisible amongst the holders of Shares in proportion to the amounts paid (excluding any amount paid or credited as paid in advance of a call) on the Shares at the date of declaration of the dividend.

(e) Transfer of Shares

Generally, all Shares are freely transferable subject to the procedural requirements of the constitution and to the provisions of the Corporations Act, Listing Rules and ASX Settlement and Transfer Corporation Pty Limited ( ASTC ) Settlement Rules. If, when permitted to do so, the Directors refuse to register a transfer of shares, the Company must give notice of the refusal and the precise reasons for such action within 5 business days after the date on which the transfer was lodged by the Company.

(f) Winding-up

Subject to the rights of holders of Shares issued on special terms and conditions, on a winding up of the Company, the liquidator, with the sanction of a special resolution of the Company, may:

(i) divide in specie among the contributories of the Company any part of the surplus assets (being those assets of the Company which, upon the winding up of the Company, remain after payment of debts and liabilities of the Company and the costs of winding up); and
(ii) may vest any part of the surplus assets in trustees on such trusts for the benefit of the contributories or any of them as the liquidator shall think fit.

(g) Variation of rights

At present, the Company only has ordinary Shares on issue and has no current plans to create further classes of Shares. The rights and restrictions attaching to a class of the Company’s Shares shall not at any time, be varied without:

(i) the consent in writing of the holders of 75% of the issued shares of that class; or
(ii) the sanction of a special resolution passed at a separate meeting of holders of the shares of that class.

(h)

Number of Directors

The constitution provides that the Company may from time to time by resolution at a meeting increase or reduce the number of Directors. Currently, the number of Directors must not be less than 3 or more than 9.

6.4 Underwriting arrangements

On or about 25 March 2021, Sayona entered into the Underwriting Agreement under which Canaccord has agreed to manage the Rights Issue (and fully underwrite the Rights Issue of $20.4 million).

The following is a summary of the principal provisions of the Underwriting Agreement.

(a) Conditions

The Underwriting Agreement is conditional upon Canaccord receiving the Top Up Subscription Agreement and the Firm Commitment on terms that it is satisfied with, in addition to a customary, operational conditions.

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(b) Company’s representations, warranties and undertakings

The Company is required to give a number of representations, warranties and undertakings in the Underwriting Agreement. The particular representations, warranties and undertaking are customary for an agreement of this nature.

(c) Termination events

The obligation of the Underwriter to underwrite the Shares and is subject to certain standard events of termination. The Underwriter may terminate its obligations under the Underwriting Agreement on a number of events occurring. These termination events are customary for an agreement of this nature.

(d) Fees, costs and expenses

The Underwriter will receive, exclusive of GST:

(i) a management fee of 2% of the gross proceeds payable on completion of the Rights Issue;
(ii) an underwriting/placement fee of 4% of the gross proceeds, less the proceeds from Firm Commitment, of the value of all New Shares issued by Sayona and underwritten by Canaccord;
(iii) payment of its legal fees.

Additionally, the Underwriter may also be reimbursed for reasonable costs of, and incidental to, the Rights Issue.

6.5 Lead Manager Mandate

On 2 March 2021, the Company and Canaccord entered into a Mandate in relation to Canaccord’s engagement as lead manager and underwriter of the Offer, the terms of which are reflected in the Underwriting Agreement.

6.6 Piedmont Firm Commitment and Top Up Subscription

Piedmont has given a firm commitment to Canaccord confirming that under the Offer, it will subscribe for 63,205,944 New Shares for A$2,022,590.21 under the Offer, however, Piedmont will not be obliged to subscribe for the issue of New Shares that would result in its voting power (as defined by the Corporations Act) exceeding 9.9% ( Firm Commitment ).

As announced by the Company on 11 January 2021, Piedmont and the Company have entered into a strategic investment arrangement under which Piedmont has subscribed for 9.9% of the Shares in the Company and has been issued convertible notes so that it may hold an additional 10% (but not more than 19.9%) on conversion of the convertible notes (Original Subscription Agreement). Piedmont and the Company have entered into a further subscription agreement, to effect the Original Subscription Agreement, the Top Up Subscription Agreement, under which Piedmont has subscribed for:

(a) additional shares on the terms of the Original Subscription Agreement so that Piedmont retains a 9.9% holding prior to the Offer;
(b) a Tranche C Convertible Note on the terms of the Original Subscription Agreement so that prior to the Offer, Piedmont can covert convertible securities to an additional 10% (but not more than 19.9%); and
(c) a Tranche D Convertible Note, on the terms of the Offer, so that it can covert convertible securities to an additional 10% (but not more than 19.9%) once the Offer has been effected.

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6.7 Directors’ interests

Other than as set out below or elsewhere in this Prospectus, no Director nor any firm in which such a Director is a partner:

(a) has or had within 2 years before the lodgement of this Prospectus with ASIC, any interest in:
(i) the formation or promotion of the Company; or
(ii) any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Rights Issue under this Prospectus; or
(iii) the Rights Issue under this Prospectus, or
(b) has been paid or has agreed to be paid or has received or has agreed to receive any benefits:
(i) to induce them to become or to qualify as a Director; or
(ii) for services rendered by them in connection with the formation or promotion of the Company or the Rights Issue under this Prospectus.

The relevant interests of each of the Directors in the securities of the Company as at the date of this Prospectus, together with their respective Entitlement, is set out in the table below. The combined interests of the Directors and other holders is also shown on an undiluted basis.

Director (including their associates)	Options held as at 25 March 2021	Shares held as at 25 March 2021	% of Company Shares as at 25 March 2021	Entitlements (New Shares) Intended to be accepted1	Value of New Shares to be subscribed ($)
Brett Laurence Lynch	30,624,999 (listed) 18,534,885 (unlisted)	100,653,101	2.63%	3,125,000	50,000
James Stuart Brown	872,094 (unlisted)	0	0.00	0	0
Paul Anthony Crawford	12,623,605 (listed) 2,325,581 (unlisted)	149,488,108	3.90%	1,562,500	50,000
Allan Charles Buckler	29,941,861 (unlisted)	125,808,253	3.28%	3,125,000	100,000
Total		375,949,462	9.81%	6,250,000	200,000

Three of the four Directors have confirmed that they intend to participate in the Rights Issue, with the scenarios set out in section 2.4.

6.8 Related party disclosure

From time to time the Company may be party to transactions with related parties including:

(a) Employment and service arrangements;
(b) Issue of securities to Directors or entities associated with Directors; and
(c) Payment of Director’s fees.

The Company believes that it has made appropriate disclosure of past related party transactions and other than the further disclosure made in this section Prospectus does not intend to make any further disclosure of such transactions, which will either proceed on an ‘arm’s length basis’, be reasonable remuneration or be approved by Shareholders in general meeting.

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6.9 Interests of experts and advisers

Except as set out in this Prospectus, no person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus:

(a) has any interest, or has had any interest during the last two years, in the formation or promotion of the Company, or in property acquired or proposed to be acquired by the Company in connection with its formation or promotion, or the Offer of the New Shares; or
(b) has been paid, or has agreed to be paid, any amount and has received or has agreed to receive any benefit that has been given, or agreed to be given, in connection with the services provided by the person in connection with the formation or promotion of the Company, or the Offer of the New Shares.

GRT Lawyers have acted as legal adviser to the Rights Issue and have generally advised in relation to due diligence enquiries and are entitled to receive $40,000 plus outlays and GST in respect of these services. Further amounts may be paid to GRT Lawyers in accordance with their usual time-based charge-out rates.

The Lead Manager and Underwriter is entitled to receive the fees and expenses set out in section 6.22 of this Prospectus.

6.10 Consents to be named

The following persons have given and have not, prior to the lodgement of this Prospectus with ASIC, withdrawn their written consent to be named in this Prospectus in the form and context in which they are named.

(a) GRT Lawyers has consented in writing to be named in this Prospectus as solicitors for the Company and has not withdrawn that consent prior to this Prospectus being lodged with ASIC.
(b) Canaccord has consented in writing to be named in this Prospectus as Lead Manager and Underwriter and has not withdrawn that consent prior to this Prospectus being lodged with ASIC.
(c) Computershare Investor Services Pty Limited has consented in writing to be named in this Prospectus as the share registry for the Company and has not withdrawn that consent prior to this Prospectus being lodged with ASIC.
6.11

Market price of Shares

The Company is a disclosing entity for the purposes of the Corporations Act and its Shares are enhanced disclosure securities quoted on the ASX. The highest, lowest and last market sale prices of the Shares on ASX during the three calendar months immediately preceding the date of issue of this Prospectus is set out below:

	Date	Price
3 month high	18 January2021	$0.056
3 month low	Numberofdaysin December 2020	$0.008
Last market saleprice	22 March 2021	$0.039

6.12 Subsequent events

There has not arisen, at the date of this Prospectus any item, transaction or event of a material or unusual nature not already disclosed in this Prospectus or other ASX disclosures which is likely, in the opinion of the Directors, to affect substantially the operations of the Company, the results of those operations or the state of affairs of the Company.

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6.13 Shareholders outside Australia and New Zealand

(a) General restrictions

This Prospectus and accompanying Entitlement and Acceptance Form do not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

No action has been taken to register or qualify the New Shares or to otherwise permit an offering of New Shares outside Australia and New Zealand. The New Shares may not be offered in a jurisdiction outside Australia and New Zealand where such an offer is not made in accordance with the laws of that place.

The distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law and therefore persons who come into possession of this document outside Australia and New Zealand should seek advice on and observe any such restrictions. A failure to comply with these restrictions may constitute a violation of applicable securities laws.

It is the responsibility of any applicant to ensure compliance with any laws of the country relevant to their application. Return of a duly completed Entitlement and Acceptance Form and/or payment of Application Money will be taken by the Company to constitute a representation that there has been no breach of such laws and that the applicant is physically present in Australia and New Zealand.

(b) New Zealand securities law requirements

The New Shares are not being offered or sold to the public in New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of New Shares is being made in reliance on the transitional provisions of the Financial Markets Conduct Act 2013 (New Zealand) and the Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand).

This Prospectus contains an offer to eligible shareholders of continuously quoted securities and has been prepared in accordance with section 713 of the Australian Corporations Act. This Prospectus has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand). This Prospectus is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

(c) United States

The New Shares have not been, and will not be, registered under the US Securities Act or the securities laws of any state of the United States and may not be offered or sold, directly or indirectly, in the United States or to, or for the account or benefit of, a US person, except in a transaction exempt from the registration requirements of the US Securities Act and applicable United States state securities laws.

This Prospectus is neither an offer to sell nor a solicitation of an offer to buy securities as those terms are defined under the US Securities Act. The Rights Issue is not being made to US persons or persons in the United States.

(d) In-Eligible Shareholders

The Company is not extending the Rights Issue to In-Eligible Shareholders having regard to the cost of complying with legal and regulatory requirements outside Australia or New Zealand, the number of In-Eligible Shareholders and the number and value of New Shares which could be offered to In-Eligible Shareholders.

Where this Prospectus has been dispatched to In-Eligible Shareholders, it is provided for information purposes only.

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In limited circumstances the Company may elect to treat as Eligible Shareholders certain Shareholders who would otherwise be In-Eligible Shareholders, provided the Company is satisfied that it is not precluded from lawfully issuing New Shares to such Shareholders either unconditionally or after compliance with conditions which the Board in its sole discretion regards as acceptable and not unduly onerous.

(e) Nominee to sell Entitlements of In-Eligible Shareholders

As required by Listing Rule 7.7.1, the Company has appointed Canaccord as nominee to sell the Entitlements to which In-Eligible Shareholders are entitled.

The net proceeds of the sale of these Entitlements will then be forwarded by the Underwriter to the Company’s Share registry, who will forward the proceeds as soon as practicable to the In-Eligible Shareholders, in proportion to their share of such Entitlements (after deducting brokerage commission and other expenses). If any such net proceeds of sale are less than the reasonable costs that would be incurred by the Company for distributing those proceeds, such proceeds may be retained by the Company.

Notwithstanding that the nominee may sell Entitlements, In-Eligible Shareholders may nevertheless receive no net proceeds if the costs of the sale are greater than the sale proceeds.

Neither the Company nor the nominee will be subject to any liability for failure to sell the Entitlements at a particular price.

6.14 Notice to nominees and custodians

Nominees and custodians which hold Shares as nominees or custodians will have received, or will shortly receive, a letter from Sayona. Nominees and custodians should consider carefully the contents of the letter and note in particular that the Rights Issue is not available to InEligible Shareholders.

Sayona is not required to determine whether or not any registered holder is acting as a nominee or the identity or residence of any beneficial owners of securities. Where any nominee or custodian is acting on behalf a foreign person, that holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Rights Issue is compatible with applicable foreign laws. Any person in the United States or any US Person with a holding through a nominee may not participate in the Rights Issue. Nominees and custodians may not distribute any part of this Prospectus in the United States or in any other country outside of Australia or New Zealand.

6.15 Taxation consequences

The taxation consequences of any investment in New Shares will depend upon your particular circumstances. Potential investors must make their own enquiries concerning the taxation consequences of an investment in the Company. Applicants should consult their tax adviser for advice applicable to their individual needs and circumstances.

6.16 Privacy

If you complete an Entitlement and Acceptance Form and apply for New Shares (and Additional New Shares), you will be providing personal information to Sayona, its agents, contractors and third party service providers. Sayona, its agents, contractors and third party service providers will collect, hold and use that information to assess your acceptance, carry out administration of your shareholding, service your needs as a Shareholder and facilitate corporate communications.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, print service providers, mail houses and the Share Registry.

Failure to provide the required personal information may mean that your acceptance is not able to be processed efficiently, if at all.

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You may request access to your personal information held by (or on behalf of) Sayona and by the Share Registry. You can request access to, or the updating of, your personal information by telephoning or writing to Sayona or the Share Registry using the details shown in the Corporate Directory.

The collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) and the Corporations Act.

6.17 Forward looking statements

Forward looking statements are provided as a general guide only and there can be no assurance that actual outcomes will not differ materially from these statements. Except as required by law, and only to the extent so required, no person warrants or guarantees the future performance of the Company or any return on any investment made pursuant to this Rights Issue.

6.18 Past performance

Past Share price performance provides no guarantee or guidance as to future Share price performance. Past performance information given in this Prospectus is provided for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance. The historical information in this Prospectus is, or is based upon information that has been released to the market. For further information, please see past announcements released to the ASX.

6.19 Risks

Please consult with your stockbroker, accountant or other independent professional adviser if you have any queries or are uncertain about any aspect of the Rights Issue.

Section 4 details important factors and risks that could affect the financial and operating performance of Sayona. You should consider these risk factors carefully in light of your personal circumstances, including financial and taxation issues, before making an investment decision in connection with the Rights Issue.

6.20 Disclaimer of representations

No person is authorised to give any information or make any representation in connection with the Rights Issue, which is not contained in this Prospectus. Any information or representation not contained in this Prospectus may not be relied on as having been authorised by Sayona in connection with the Rights Issue. Except as required by law, and only to the extent so required:

(a) none of Sayona, or any person, warrants or guarantees the future performance of Sayona or any return on any investment made pursuant to the information contained in this Prospectus; and
(b) Sayona, its officers, employees and advisers disclaim all liability that may otherwise arise due to the Prospectus being inaccurate or incomplete in any respect.

6.21 ASX waivers and ASIC relief

The Company has confirmed that no waivers from the ASX Listing Rules are required in relation to the Rights Issue.

6.22 Expenses of the Rights Issue

The $20,430,204 represents the total funds to be raised under the Rights Issue.

The total expenses of raising funds under the Rights Issue are estimated to be approximately $1,265,090 (excluding GST).

The proportion of these attributable to the Rights Issue, and proposed application of funds, are set out in the following table:

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Expense	Total Fees	Proportion of Total Fees attributable to the Rights Issue	Proportion of Total Fees attributable to the Rights Issue, as a % of total funds raised
Underwriting fee	736,305	58.20%	3.60%
Management fee	408,604	32.30%	2.00%
Legals	40,000	3.16%	0.20%
Registry, printing & mailing	35,000	2.77%	0.17%
ASX	22,781	1.80%	0.11%
Legals - underwriter	20,000	1.58%	0.10%
ASIC	2,400	0.19%	0.01%
TOTAL	1,265,090	100.00%	6.19%

6.23 Authorisation and disclaimers

This Prospectus is issued by, and is the sole responsibility of Sayona Mining Limited.

None of the parties referred to in the Corporate Directory of the Prospectus (other than Sayona), has:

(a) authorised or caused the issue of this Prospectus; or
(b) made or authorised the making of any statement that is included in this Prospectus or any statement on which a statement in this Prospectus is based.

To the maximum extent permitted by law, each of the parties referred to in the Corporate Directory of this Prospectus (other than Sayona) expressly disclaims and takes no responsibility for any statements in or omissions from this Prospectus.

In particular, Computershare Investor Services Pty Limited has had no involvement in the preparation of any part of the Prospectus other than being named as Share Registrar to the Company.

6.24 Governing law

This Prospectus, the Rights Issue and the contracts formed on acceptance of applications are governed by the laws applicable in Queensland, Australia.

6.25 Interpretation

Some capitalised words and expressions used in this Prospectus have meanings which are explained in section 8.

A reference to time in this Prospectus is to the local time in Brisbane, Australia, unless otherwise stated. All financial amounts in this Prospectus are expressed in Australian dollars, unless otherwise stated.

6.26 No handling fees

There will be no handling fees payable to brokers for Entitlement and Acceptance Forms lodged by them on behalf of Eligible Shareholders.

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7 Directors’ authorisation

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with ASIC.

Dated: 25 March 2021

Mr Paul Crawford Director

For and on behalf of Sayona Mining Limited

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8 Definitions

Additional New Shares	New Shares which Eligible Shareholders apply for in excess of
	their Entitlement.
Application Money	Money received in respect of an application for New Shares and
	Additional New Shares (if applicable).
ASIC	The Australian Securities and Investments Commission.
ASX	ASX Limited ACN 008 624 691 or the Australian Securities
	Exchange, as applicable.
Board	The board of Directors.
Closing Date	The last day for payment of Application Money and return of
	Entitlement and Acceptance Forms being, 5pm (Brisbane time)
	on 20 April 2021 (unless extended).
Company or Sayona	Sayona Mining Limited ACN 091 951 978.
Corporations Act	Corporations Act 2001(Cth).
Director	A director of the Company.
Eligible Shareholder	A shareholder to whom Listing Rule 7.7.1(a) does not apply and
	who received an offer under the Rights Issue and as described
	in section 1.3 of this Prospectus.
Entitlement	The entitlement to one (1) New Share for every six (6) Shares
	held on the Record Date. The entitlement of each Eligible
	Shareholder is shown on the personalised Entitlement and
	Acceptance Form.
Entitlement and	The entitlement and acceptance form accompanying this
Acceptance Form	Prospectus.
Firm Commitment	Has the meaning given in Section 6.6.
In-Eligible Shareholder	A Shareholder:
	 who has a registered address outside Australia and New
	Zealand and any other jurisdictions as Sayona and the
	Underwriter agree in the Underwriting Agreement; and
	 to whom Listing Rule 7.7.1(a) applies.
Issue Price	3.2 cents ($0.032) per New Share.
Lead Manager	Canaccord Genuity (Australia) Limited ACN 075 071 466.
Listing Rules	The official listing rules of ASX, as amended or waived by ASX
	from time to time.
Management	The senior management team of the Company.
Mandate	the mandate between Sayona and the Underwriter dated on or
	about 2 March 2021.
New Shares	Shares offered under the Rights Issue.
Option	An option to acquire a Share.

Page 42

Piedmont	Piedmont Lithium Limited ACN 002 664 495.
Prospectus	This document.
Record Date	7pm (Brisbane time) on 30 March 2021.
Register	The register of Shareholders required to be kept under the
	Corporations Act.
Rights Issue	The offer of New Shares and the Shortfall Facility made under
	this Prospectus.
Shortfall Facility	The offer of Additional New Shares to Eligible Investors that
	have fully subscribed to the Rights Issue as described in section
	1.4.
Share	A fully paid ordinary share in the Company.
Share Registry	Computershare Investor Services Pty Limited.
Shareholder	A holder of Shares.
TERP	The theoretical price at which Shares should trade immediately
	after the ex-date for the Rights Issue assuming 100% take-up of
	the Rights Issue. The theoretical ex-rights price is a theoretical
	calculation only and the actual price at which Shares trade
	immediately after the ex-date for the Rights Issue will depend on
	many factors and may not be equal to the theoretical ex-rights
	price.
Top Up Subscription	Has the meaning given in Section 6.6.
Agreement
Underwriter	Canaccord Genuity (Australia) Limited ACN 075 071 466.
Underwriting Agreement	the underwriting agreement between Sayona and the
	Underwriter dated on or about 25 March 2021.
US or United States	United States of America, its territories and possessions, any
	State of the United States of America and the District of
	Columbia.
US Person	The meaning given in Regulation S under the US Securities Act.
US Security Act	The_United States Securities Act of 1933_, as amended.

Page 43

CORPORATE DIRECTORY

Directors

Brett Laurence Lynch (Managing Director) James Stuart Brown (Non-Executive Director) Paul Anthony Crawford (Executive Director) Allan Charles Buckler (Non-Executive Director)

Company Secretary

Paul Anthony Crawford

Registered Office

Unit 68, 283 Given Terrace Paddington QLD 4064

Lead Manager and Underwriter

Canaccord Genuity (Australia) Limited Level 23, The Exchange Tower, 2 The Esplanade Perth WA 6000

Lawyers to the Company

GRT Lawyers Level 2, 400 Queen Street Brisbane QLD 4000

Share Registry

Computershare Investor Services Pty Limited Level 1, 200 Mary Street Brisbane QLD 4000

Contact Details

Web: http://www.sayonamining.com.au/ Email: [email protected] Telephone: 07 3369 7058 Facsimile: 07 3300 9213

AI assistant

ELEVRA LITHIUM LIMITED — Capital/Financing Update 2021

64838_rns_2021-03-24_cea91ea5-671e-405e-ae04-113c0e79229b.pdf

Prospectus

Lead Manager and Underwriter:

TABLE OF CONTENTS

IMPORTANT INFORMATION

General

No financial advice

Electronic Prospectus

Disclaimer

Forward-looking statements

International Offer Restrictions

New Zealand

Hong Kong

Singapore

United Kingdom

United States

Canada (British Columbia, Ontario and Quebec Provinces)

Definitions

MESSAGE FROM THE MANAGING DIRECTOR

Dear Shareholder,

Rights Issue

Use of Funds

Actions required to take up your Entitlement

KEY FEATURES OF THE RIGHTS ISSUE

Summary of Rights Issue

Important Dates (all times are Brisbane local time)

FREQUENTLY ASKED QUESTIONS (FAQS)

1.1 Overview of the Rights Issue

1.2

The Rights Issue

1.3

Eligible Shareholders

1.4 Shortfall Facility

1.5 Ranking of New Shares

1.6 Withdrawal of Rights Issue

1.7 No cooling off rights

1.8 Renunciation and trading

1.9 Discretion to deal with shortfall

1.10 Minimum subscription

1.11 Rounding of Entitlements

1.12 Opening and Closing Date for applications

1.13 Allotment of New Shares and ASX quotation

1.14 Lead Manager and Underwriter

1.15 Underwriting

1.16 Purpose of Rights Issue and intended use of funds

1.17 CHESS

2 Effect of the Rights Issue on the Company

2.1 Purpose of the Rights Issue

2.2

Effect of the Rights Issue

(a) Share capital

(b)

Other securities

2.4 Effect on control and dilutionary impact of the Rights Issue

(a) General

(b) Underwriter

(c) Major shareholders/Directors’ interests

2.5 Effect on the Company’s financial position

Pro-forma Statement of Financial Position

SAYONA MINING LIMITED

Pro-Forma Statement of Financial Positions

EQUITY

3 How to participate

3.1 What you may do — choices available

3.2 If you wish to accept your Entitlement in full or in part

Payment by cheque or bank draft

Pay by BPAY[®]

3.3 Applying for Additional New Shares

3.4 Scale back

3.5 Acceptance of the Rights Issue

3.6 Acknowledgement of acceptance of Rights Issue

3.7 Address details and enquiries

Mailing address

3.8

If you do not wish to accept all or any part of your Entitlement

4 Risk factors

4.1 General

4.2 Authier Lithium Project pre-feasibility study and definitive feasibility study

ELEVRA LITHIUM LIMITED Capital/Financing Update 2021