ELEVRA LITHIUM LIMITED — Share Issue/Capital Change 2016

Jul 14, 2016

Appendix 3B – New Issue Announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

Name of entity

SAYONA MINING LIMITED

ABN

26 091 951 978

We (the entity) give ASX the following information:

Part 1 - All issues

• 1 Class of securities issued or to be issued

• 2 Number of securities issued or to be issued (if known) or maximum number which may be issued

Ordinary Fully Paid Shares In accordance with the capital raising announcement on 15 July 2016: 1. 133,067,264 ordinary shares to be issued pursuant to the Private Placement component of the capital raising on 18 July 2016; 2. 66,533,632 options to be issued pursuant to the Private Placement (subject to shareholder approval); 3. 22,222,222 ordinary shares to be issued pursuant to the Conditional Placement (subject to shareholder approval); 4. 11,111,111 options to be issued pursuant to the Conditional Placement (subject to shareholder approval); 5. 70,539,643 ordinary shares to be issued pursuant to the institutional component of the accelerated rights issue on 22 July 2016; 6. 35,269,822 options to be issued pursuant to the institutional component of the accelerated rights issue on 22 July 2016; 7. 36,914,169 ordinary shares to be issued pursuant to the retail component of the rights issue on 17 August 2016; 8. 18,457,085 options to be issued pursuant to the retail component of the rights issue on 17 August 2016; 9. 5,000,000 options to be issued to Bizzell Capital Partners pursuant to the Bizzell Capital Mandate (subject to shareholder approval).

• See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

Appendix 3B – New Issue Announcement

3 Principal terms of the securities 4 Do the securities rank equally in all respects from the date of allotment with an existing class of quoted securities? 5 Issue price or consideration 6 Purpose of the issue 6a Is the entity an eligible entity that has obtained security holder approval under rule 7.1A? 6b The date the security holder resolution under rule 7.1A was passed 6c Number of securities issued without security holder approval under rule 7.1 6d Number of securities issued with security holder approval under rule 7.1A 6e Number of securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under rule 7.1A for non- cash consideration, state date on which valuation of consideration was released to ASX Market Announcements	Ordinary shares as per existing shares Options exercisable at 3 cents each on or before 30December 2016
	Ordinary shares rank equally in all respects The options rank equally with the existing listed options. On exercise of the options, the issued shares will rank equally in all respects
	$0.027 (2.7 cents) per share Nilconsideration foroptions
	Provide funding for the acquisition and expenditure of the Authier lithium Project, exploration expenditure on the Australian Projects and administration and working capital requirements.
	Yes
	19 November 2015
	79,440,359
	53,626,905
	Nil
	Institutional Entitlement Offer - Shares 70,539,643 Institutional Entitlement Offer – Options 35,269,822 Retail Issue - Shares 36,914,169 Retail Issue - Options 18,457,085
	Yes. Shares issued at $0.027 per Share on 18 July 2016 (issue date). The assessed VWAP for the 15 days prior to the issue date, that the company’s shares were traded, was $0.0337. This VWAP assessment has been provided byBizzellCapital Partners.
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

Appendix 3B – New Issue Announcement

• 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

LR 7.1 0 LR 7.1A 1

• 7 Dates of entering securities into uncertificated holdings or despatch of certificates.

• 18 July 2016: - Private Placement Share Issue.

• 22 July 2016 - Institutional Entitlement Offer Shares Issue; and

• • Institutional Entitlement Offer Options Issue.

• 17 August 2016: - Retail Offer Share Issue; and

• • Retail Offer Option Issue.

• Subject to shareholder approval: - Private Placement Options Issue;

• • Conditional Placement Share Issue;
• • Conditional Placement Options Issue; and
• • Option Issue to Bizzell Capital Partners.

• 8 Number and class of all securities quoted on ASX

Number

Class

670,336,327 165,927,196 740,875,970 201,197,018 777,790,139 219,654,102 800,012,361 235,765,213

Ordinary shares after issue of the Private Placement shares. Options exercisable at 3 cents expiring 30 December 2016 after issue of the Private Placement options. Ordinary Shares after issue of the institutional Accelerated Rights shares. Options exercisable at 3 cents expiring 30 December 2016 after issue of the institutional Accelerated Rights options. Ordinary Shares after issue of Retail Offer shares. Options exercisable at 3 cents expiring 30 December 2016 after issue of Retail Offer options. Ordinary shares after issue of Conditional Placement shares. Options exercisable at 3 cents expiring 30 December 2016 after issue of Conditional Placement options and issue of Bizzell Capital Partners options.

• See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

Appendix 3B – New Issue Announcement

9 Number and class of all securities not quoted on ASX 10 Dividend policy on the increased capital (interests)

Number	Class
6,000,000 6,000,000 18,500,000	Options exercisable at 1 cent expiring 31 December 2016 Options exercisable at 1.5 cents expiring 30 June 2017 Options exercisable at 3 cents expiring 30 June 2017
Nil

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non-renounceable? 13 Ratio in which the securities will be offered 14 Class of securities to which the offer relates 15 Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new issue documents 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue	No,not in respect of the Rights Issue.
	Non-renounceable
	1 fully paid ordinary share for every 5 shares held on the record date 1 free attaching option for every 2 new rights issue shares
	Fully paid ordinary shares Options to acquire ordinaryshares
	7pm(Brisbane time)19 July2016
	Not applicable
	Fractional entitlement will be rounded up to the nextwhole number of share
	All countries except Australia, New Zealand,Singapore and HongKong
	Entitlement offer to institutional investors - Monday, 18 July 2016 Entitlement offer to retail investors - Wednesday,10August 2016
	Bizzell Capital Partners PtyLtd
	An Underwriting Fee of 5% of the value of all new shares issued under the Rights Issue.
	Bizzell Capital Partners PtyLtd

• See chapter 19 for defined terms.

Appendix 3B

04/03/2013

Page 4

Appendix 3B – New Issue Announcement

23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements in full through a broker? 31 How do security holders sell part of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 Issue date	A Management Fee of 2% of the amount raised under the Offer. An Option Fee of 5 million options to be issued on the same terms as the options issued under the Offer, subject to shareholder approval. A Placement Fee of 3% of the value of all new shares issued under the Private Placement andConditional Placement.
	Not applicable
	Proposed September 2016 (yet to be convened)
	21 July 2016
	18 July 2016
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	18 July 2016 Private Placement share issue 22 July 2016 Shares and options issued to institutional investors 18 August 2016: Shares and options issued to retail investors Within 3 business days after extra-ordinary general meeting: Private Placement options; Conditional Placement Shares and options; Options issued to Bizzell Capital Partners.

• See chapter 19 for defined terms.

Page 5

Appendix 3B

04/03/2013

Appendix 3B – New Issue Announcement

Part 3 - Quotation of securities

• 34 Type of securities ( tick one )

• (a) X Securities described in Part 1

• (b) All other securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

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

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

Entities that have ticked box 34(b)

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

• See chapter 19 for defined terms.

Page 6

Appendix 3B

04/03/2013

Appendix 3B – New Issue Announcement

Appendix 3B – Annexure 1

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

Introduced 01/08/12

Part 1

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue	411,534,809
Addthe following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid ordinary securities that became fully paid in that 12 month period	121,906,617 2,827,637 Nil
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period
“A”	536,269,063
Step 2: Calculate 15% of “A”
“B”	0.15
Multiply“A” by 0.15	80,440,359
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4	1,000,000 79,440,359
“C”	80,440,359
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15	80,440,359
Subtract“C”	80,440,359
Total[“A” x 0.15] – “C”	0

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

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

Rule 7.1A – Additional placement capacity for eligible entities	Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” (number must be same as shown in Step 1 of Part )	536,269,063
Step 2: Calculate 10% of “A”
“D”	53,626,906
Multiply“A” by 0.10

• See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013

Appendix 3B – New Issue Announcement

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A	53,626,905
“E”	53,626,905
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 (number must be same as shown in Step 2)	53,626,906
Subtract“E” (number must be same as shown in Step 3)	53,626,905
Total[“A” x 0.10] – “E”	1

Quotation agreement

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

• 2 We warrant the following to ASX.

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

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

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

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

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

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

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

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

Sign here: Date: 15 July 2016 (Director/Company Secretary)

Print name: PAUL CRAWFORD

• See chapter 19 for defined terms.

Appendix 3B

04/03/2013

Page 8