ELEVRA LITHIUM LIMITED — Capital/Financing Update 2021

Jan 10, 2021

Proposed issue of securities

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Announcement Summary

Entity name

SAYONA MINING LIMITED

Announcement Type

New announcement

Date of this announcement

Monday January 11, 2021

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
n/a	Convertible note - Tranche A.	342,873,866
n/a	Convertible Note - Tranches B	81,100,000
SYA	ORDINARY FULLY PAID	336,207,043

Proposed +issue date

Wednesday January 13, 2021

Refer to next page for full details of the announcement

Proposed issue of securities

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

SAYONA MINING LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

ABN

Registration Number

26091951978

1.3 ASX issuer code

SYA

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Monday January 11, 2021

1.6 The Proposed issue is:

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A placement or other type of issue

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Proposed issue of securities

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity Yes

7A.1a Conditions

Approval/Condition	Date for determination	Is the date estimated or	** Approval
+Security holder approval	Monday February 15, 2021	actual?	received/condition met?
		Estimated

Comments

As set out in the announcement to ASX on 11 January 2021, the Tranche B convertible note, representing conversion to 81,100,000 ordinary shares is subject to shareholder approval.

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description

SYA : ORDINARY FULLY PAID

Number of +securities proposed to be issued

336,207,043

Offer price details

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Proposed issue of securities

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Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? USD - US Dollar USD 0.00920

AUD equivalent to issue price amount per +security

0.011900 FX rate (in format AUD 1.00 / primary FX rate (in format AUD rate/primary currency rate): currency rate) Primary Currency rate USD 0.77310000 AUD 1.00

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Convertible note - Tranche A.

+Security type

+Convertible debt securities

Number of +securities proposed to be issued

342,873,866

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

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Proposed issue of securities
In what currency is the cash	What is the issue price per
consideration being paid?	+security?
USD - US Dollar	USD 0.00920
AUD equivalent to issue price amount	per +security
0.011900
FX rate (in format AUD 1.00 / primary	FX rate (in format AUD rate/primary
currency rate):	currency rate) Primary Currency rate
	USD 0.77310000
AUD 1.00

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

+Convertible debt securities details

These securities are:	Type of security
Convertible	Convertible Bond
+Security currency	Face value
USD - US Dollar	USD 0.0092
Interest rate type
Fixed rate
Frequency of coupon/interest	First interest payment date
payments per year
Quarterly
	Thursday April 1, 2021
Interest rate per annum	Is the interest rate per annum
8.00000 %	estimated at this time? No
s128F of the Income Tax Assessment
Act status applicable to the +security
Not applicable
Is the +security perpetual (ie. no	Maturity date
maturity date)? No	Saturday January 10, 2026
Select other features applicable to
the +security
Redeemable

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Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)? No

Details of the type of +security that will be issued if the securities to be quoted are converted, transformed or exchanged

SYA : ORDINARY FULLY PAID

Number of +securities that will be issued if the +securities to be quoted are converted, transformed or exchanged 342873866

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Convertible Note - Tranches B

+Security type

+Convertible debt securities

Number of +securities proposed to be issued

81,100,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? USD - US Dollar USD 0.00920

Proposed issue of securities

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AUD equivalent to issue price amount per +security

0.011900

FX rate (in format AUD 1.00 / primary FX rate (in format AUD rate/primary currency rate): currency rate) Primary Currency rate USD 0.77310000 AUD 1.00

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

+Convertible debt securities details

These securities are:	Type of security
Convertible	Convertible Bond
+Security currency	Face value
USD - US Dollar	USD 0.0092
Interest rate type
Fixed rate
Frequency of coupon/interest	First interest payment date
payments per year
Quarterly
	Thursday April 1, 2021
Interest rate per annum	Is the interest rate per annum
8.00000 %	estimated at this time? No

s128F of the Income Tax Assessment Act status applicable to the +security Not applicable Is the +security perpetual (ie. no Maturity date maturity date)? Sunday January 11, 2026 No Select other features applicable to the +security Redeemable

Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)? No

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Details of the type of +security that will be issued if the securities to be quoted are converted, transformed or exchanged

SYA : ORDINARY FULLY PAID

Number of +securities that will be issued if the +securities to be quoted are converted, transformed or exchanged 81100000

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Part 7C - Timetable

7C.1 Proposed +issue date

Wednesday January 13, 2021

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

342873866

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Yes

7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

679080909

7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate

As outlined in the Company's announcement to ASX on 11 January 2021 the placement forms part of a strategic partnership that will accelerate the development of the Company's lithium projects in Quebec, Canada. A pro rata offer to shareholders was not suitable at this time.

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

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7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No 7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No Part 7E - Fees and expenses 7E.1 Will there be a lead manager or broker to the proposed issue? No 7E.2 Is the proposed issue to be underwritten? No 7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue Nil Part 7F - Further Information 7F.01 The purpose(s) for which the entity is issuing the securities As set out in the announcement to ASX on 11 January 2021,proceeds will be used to advance growth plans, including the development of the Authier Lithium Project, the emerging Tansim Lithium Project in Quebec, Canada and working capital. 7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No 7F.2 Any other information the entity wishes to provide about the proposed issue Further details regarding the proposed issue are set out in the announcement to ASX on 11 January 2021.

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