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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Ordinary Shares, no par value*
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The Nasdaq Stock Market LLC*
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American Depositary Shares (“ADS”), each representing 10 ordinary shares
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ELVR
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The Nasdaq Stock Market LLC
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*
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Shares are not listed for trading but are only registered in connection with the registration of American Depositary Shares
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U.S. GAAP ☐
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International Financial Reporting Standards as issued by the International Accounting Standards
Board ☒
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Other ☐
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an individual who is a citizen or resident of the United States;
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a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
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an estate whose income is subject to U.S. federal income tax regardless of its source; or
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a trust if (1) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust; or (2) the trust has a valid election in
effect under applicable Treasury Regulations to be treated as a U.S. person.
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The definitions used for resources and reserves are as defined in subpart 1300 of SEC Regulation S-K.
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Elevra’s limited operating history in the lithium industry;
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the inability of Elevra to develop certain properties;
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exploration or development properties not containing reserves or containing less reserves than projected;
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mineral reserve and resource estimates being imprecise;
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risks related to mining, exploration, mine construction and plant construction;
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fluctuations in lithium and lithium byproduct prices;
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fluctuations in currency exchange rates, particularly the U.S., Canadian and Australian dollars, and the possible variations between the currency of Elevra’s revenues and the currency of Elevra’s expenses;
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any inability of Elevra to enter into and deliver product under offtake and other sale agreements;
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any inability of Elevra to access the capital or financial markets;
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any inability of Elevra to successfully manage its growth;
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additional businesses, assets or joint ventures becoming unsuccessful;
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any inability of Elevra to realize some or all of the anticipated benefits of the Merger;
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mining activities becoming subject to royalty claims;
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mineral properties becoming subject to defects in title;
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dependence on a limited number of customers;
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requirements to obtain governmental licenses, permits, authorizations, concessions and other approvals in relevant jurisdictions, including Canada, Australia, Ghana and the United States;
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environmental regulations and related litigation;
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changes to regulations related to health and safety;
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changes in technology or other developments that could adversely affect demand for lithium compounds;
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additional risks related to international activities; and
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natural disasters, public health crises, political crises, and other events outside of Elevra’s control.
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Elevra’s future performance is difficult to evaluate because Elevra has a limited operating history in the
lithium industry.
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There is no guarantee that Elevra’s development of certain properties will result in the commercial
extraction of mineral deposits.
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Elevra does not control its equity method investments.
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Some of Elevra’s
current or future exploration or development properties may not contain any reserves.
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Elevra’s mineral
reserve and resource estimates may be imprecise.
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Elevra faces risks
related to mining, exploration, mine construction, and plant construction, if any, on its properties.
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Lithium and lithium byproduct prices are subject to unpredictable fluctuations.
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Foreign currency exchange rate fluctuations, particularly in relation to the U.S., Canadian and Australian dollars, could affect Elevra’s profitability, cashflows and the value of its assets and liabilities.
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Elevra’s long-term success will depend ultimately on Elevra’s ability to continue to generate revenues,
achieve and maintain profitability, and develop positive cash flows from Elevra’s mining activities.
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Elevra’s long-term success depends on its ability to enter into and deliver product under offtake and other sale agreements.
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Elevra depends, in part, on its ability to successfully access the capital and financial markets. Any inability to access the capital or financial markets may adversely affect Elevra’s business.
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Elevra’s ability to manage growth will have an impact on its business, financial condition, and results of operations.
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Elevra may acquire or make investments in additional businesses or assets, form joint ventures, or make investments in other companies that may be unsuccessful.
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Elevra, as the combined company, may not realize some or all of the anticipated benefits of the Merger.
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Elevra is dependent upon key management employees.
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Elevra may fail to comply with Australian and international anti-corruption, anti-bribery, anti-money laundering and international trade laws.
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Lawsuits may be filed against Elevra and an adverse ruling in any such lawsuit may adversely affect Elevra’s business.
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Elevra’s mining activities may be subject to royalty claims.
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Elevra’s mineral properties may be subject to defects in title.
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Elevra’s directors and officers may have conflicts of interest.
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Changes to Elevra’s financial and operations systems may result in significant expense and disruptions.
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Elevra is dependent on a limited number of customers.
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Natural disasters, public health crises, political crises, and other catastrophic events or other events outside of Elevra’s control may materially and adversely affect Elevra’s business or financial results.
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Unstable market, economic or geopolitical conditions may have serious adverse consequences on Elevra’s business.
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Elevra’s business is subject to cybersecurity risks.
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A change in tax laws in any country in which Elevra operates could result in higher tax expense.
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A loss of a major tax
dispute could result in higher taxes on Elevra’s worldwide earnings.
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The proposed Carolina Lithium project will be subject to significant governmental regulations, including the U.S. Federal Mine Safety and Health Act.
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Recent tariff announcements and other developments in international trade policies and regulations could adversely affect Elevra’s operations and outlook.
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Elevra will be required to obtain governmental licenses, permits, authorizations, concessions and other approvals in relevant jurisdictions, including Canada, Australia, Ghana and the United States, in
order to conduct development and mining operations.
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Compliance with environmental regulations and related litigation could require significant expenditures.
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Changes in technology or other developments could adversely affect demand for lithium compounds.
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Elevra’s growth depends upon the continued growth in demand for electric vehicles with lithium compounds.
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Climate change and changes in climate change regulations could have a material adverse impact on Elevra’s operations.
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Mining operations face substantial regulation of health and safety.
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Elevra’s international activities are subject to additional inherent risks.
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Elevra’s operations and properties expose it to native title and political risks.
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Certain of Elevra’s mines and exploration properties are located on land that is or may become subject to traditional territory, title claims and/or claims of cultural significance, and such claims may
affect Elevra’s current and future operations.
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Elevra’s operations and supply chain are exposed to human rights issues, including modern slavery.
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Elevra’s insurance may not fully cover all of its potential risk exposure.
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There may be less publicly available information concerning Elevra than there is for issuers that are not foreign private issuers and emerging growth companies.
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There may be additional complexities and practical challenges associated with enforcing civil liability provisions of the securities laws of the United States against Elevra’s officers and members of the
Elevra Board.
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The market prices and trading volume of Elevra ordinary shares and Elevra ADSs have been and may continue to be volatile.
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The Constitution and other Australian laws and regulations may affect Elevra’s ability to take certain actions.
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The market price of the Elevra ADSs may not be identical, in terms of U.S. dollars, to the market price of
Elevra ordinary shares; and exchange rate fluctuations may adversely affect the U.S. dollar value of Elevra ADSs and any dividends paid by Elevra.
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Elevra ADS Holders are not holders of Elevra ordinary shares and do not have shareholder rights.
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Under the terms of the deposit agreement, the depositary bank is entitled to charge Elevra ADS Holders fees for various services, including annual service fees.
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Elevra ADS Holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action.
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Elevra ordinary shares are subject to Australian insolvency laws which are substantially different from U.S. insolvency laws.
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Elevra does not anticipate paying dividends in the foreseeable future.
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If securities or industry analysts do not publish research reports about Elevra’s business, or if they issue an adverse opinion about Elevra’s business, the market price and trading volume of Elevra
ordinary shares or Elevra ADSs could decline.
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Sales or resales of Elevra ordinary shares or Elevra ADSs, or the perception that such sales may occur, may cause the market value of Elevra ordinary shares or Elevra ADSs to decline.
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declines in the market price of lithium;
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increased production or capital costs;
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reduction in the grade or tonnage of the deposit;
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decrease in throughput;
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increase in the dilution of the ore;
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future currency rates, inflation rates and applicable tax rates;
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reduced lithium recovery; and
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changes in environmental, permitting or other regulatory requirements.
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delays in new project development;
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net losses;
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reduced cash flow;
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reductions in reserve and resource values;
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write-downs of asset values; and
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mine closure.
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the discovery of unusual or unexpected geological formations;
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accidental fires, floods, earthquakes, severe weather, or other natural disasters;
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unplanned power outages and water shortages;
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construction delays and higher than expected capital costs due to, among other things, supply chain disruptions, higher transportation costs, and inflation;
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controlling water and other similar mining hazards;
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explosions and mechanical failure of equipment;
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operating labor disruptions and labor disputes;
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shortages in materials or equipment and energy and electrical power supply interruptions or rationing;
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seismic activity;
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the ability to obtain suitable or adequate machinery, equipment, or labor;
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Elevra’s liability for pollution or other hazards; and
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other unknown risks involved in the conduct of exploration and operation of mines.
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a significant, prolonged decrease in the market price of lithium;
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difficulty in marketing and/or selling lithium;
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significantly higher than expected capital costs to construct or expand Elevra’s mine or production facilities;
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significantly higher than expected extraction costs;
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significantly lower than expected lithium extraction;
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significant delays, reductions, or stoppages of lithium extraction activities;
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shortages of adequate and skilled labor or a significant increase in labor costs;
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the introduction of significantly more stringent regulatory laws and regulations; and
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delays in the availability of construction equipment.
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adverse economic conditions;
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adverse general capital market conditions;
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poor performance and health of the lithium or mining industries in general;
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bankruptcy or financial distress of unrelated lithium companies or marketers;
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significant decrease in the demand for lithium products;
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significant decrease in the price of lithium products;
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the development of non-lithium battery technologies; or
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adverse regulatory actions that affect Elevra’s exploration and construction plans or the use of lithium generally.
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its ability to purchase, obtain leases on, or obtain options on properties;
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its ability to identify and acquire new exploratory prospects;
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its ability to develop existing prospects;
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its ability to continue to retain and attract skilled personnel;
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its ability to maintain or enter into new relationships with project partners and independent contractors;
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the results of its exploration programs;
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the market price for lithium products;
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its ability to successfully complete construction projects on schedule, and within budget;
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its access to capital; and
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its ability to enter into agreements for the sale of lithium products.
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government regulations and automakers’ responses to these regulations;
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tax and economic incentives;
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rates of consumer adoption, which is driven in part by perceptions about electric vehicle features (including range per charge), quality, safety, performance, cost, and charging infrastructure;
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competition, including from other types of alternative fuel vehicles, plug-in hybrid electric vehicles, and high fuel-economy internal combustion engine vehicles;
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volatility in the cost of battery materials, oil, and gasoline;
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rates of customer adoption of higher performance lithium compounds; and
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rates of development and adoption of next-generation, high-nickel battery technologies.
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a change in federal or provincial governments or change in government policies;
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the effects of local political, labor and economic developments and unrest;
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significant or abrupt changes in the applicable regulatory or legal climate;
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significant changes to regulations or laws or the interpretation or enforcement of them;
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exchange controls and export restrictions;
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expropriation or nationalization of assets with inadequate compensation;
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unfavorable currency fluctuations, particularly in the exchange rate between any of the U.S. dollar, the Australian dollar, the Canadian dollar and the Ghanaian dollar;
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repatriation restrictions;
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invalidation and unavailability of governmental orders, permits or agreements;
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property ownership disputes;
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renegotiation or nullification of existing concessions, licenses, permits and contracts;
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criminal activity, corruption, demands for improper payments, expropriation, and uncertain legal enforcement and physical security;
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failure to maintain compliance with corruption, bribery and transparency statutes;
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disadvantages of competing against companies from countries that are not subject to Australian laws and regulations;
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fuel or other commodity shortages;
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illegal mining;
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laws or policies of Australia, the United States, Canada, Ghana and other countries affecting trade, investment and taxation;
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opposition to Elevra’s presence, operations, properties or plans by governmental or non-governmental organizations or civic groups;
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civil disturbances, war and terrorist actions; and
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seizures of assets.
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Regulation FD;
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certain disclosure and procedural requirements applicable to proxy solicitations under Section 14 of the U.S. Exchange Act;
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certain more stringent executive compensation disclosure rules;
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the reporting and “short-swing” profit recovery provisions of Section 16 of the U.S. Exchange Act applicable to board members, officers and principal shareholders; and
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the rules under the U.S. Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specific information or current reports on Form 8-K upon the occurrence of specified
significant events.
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commence proceedings in U.S. courts against Elevra’s current directors who are not residents of the United States or Elevra, including effecting service of process;
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enforce, in Australia, a U.S. court judgment obtained against Elevra’s current directors who are not residents of the United States or Elevra in any action, including actions under the civil liability provisions of U.S. securities
laws;
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bring an original action in an Australian or other foreign court to establish any liability of Elevra’s current directors who are not residents of the United States or Elevra based solely upon U.S. securities laws, noting that
Australia has developed a different body of securities laws as compared to the United States; or
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enforce, in the United States, judgments obtained against Elevra’s current directors who are not residents of the United States or Elevra in courts of jurisdictions outside the United States in any action, including actions under the
civil liability provisions of U.S. securities laws.
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actual or expected fluctuations in Elevra’s prospects or operating results;
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exchange rate fluctuations, in particular between the Australian dollar and the U.S. dollar;
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changes in the demand for, or market price of lithium or lithium-ion batteries;
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additions to or departures of Elevra’s Executive KMP;
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changes or proposed changes in laws and regulations;
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changes in trading volume of Elevra ordinary shares on the ASX or Elevra ADSs on the Nasdaq;
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sales or perceived potential sales of Elevra ordinary shares or Elevra ADSs by Elevra, Elevra’s directors, Elevra’s Executive KMP, or Elevra shareholders in the future;
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announcement or expectation of additional financing efforts;
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conditions in the financial markets or changes in general economic and political conditions and events, including repercussions from the war in Ukraine, the escalating conflict in the Middle East and tensions between China and
Taiwan;
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market conditions or investor sentiment in the broader stock market, or in Elevra’s industry in particular;
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action by Elevra’s competitors;
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issuance of new or changed securities analysts’ reports or recommendations;
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litigation and governmental investigations;
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exercise of any options issued under the RCF option deed;
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change in commodity prices (including for spodumene concentrate); and
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changes in investor perception of Elevra’s market position based on third-party information.
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specify that general meetings of Elevra’s shareholders can be called only by the Elevra Board or otherwise by shareholders in accordance with the Australian Corporations Act;
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allow the directors to appoint a person either as an additional director or as a director to fill a casual vacancy (i.e., a vacancy that does not arise due to retirement of a director by rotation) until the next occurring annual
general meeting of shareholders; and
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allow the business and affairs of Elevra to be managed by, or under the direction of, the directors.
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require that shareholder approvals be effected at a duly called general meeting (including the annual general meeting) and not by written consent;
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permit shareholders to requisition a general meeting only on request of shareholders with at least 5% of the votes that may be cast at the meeting; and
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require the approval of shareholders with at least 75% of the votes cast by members entitled to vote on the resolution to amend the provisions of the Constitution.
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Acquisition of Authier Lithium Project (2016): In 2016, Elevra acquired the Authier Lithium project in Québec, Canada. This hard rock lithium deposit, located
near Val-d’Or, became a cornerstone of Elevra’s expansion into the North American lithium market.
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Joint Venture with Piedmont (2021): In August 2021, Sayona Québec, originally a joint venture between Elevra (75%) and Piedmont (25%), acquired North
American Lithium in Québec. This acquisition included a brownfield open-pit mining operation with a concentrator, positioning Elevra as a significant player in North America’s lithium
production.
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Acquisition of Moblan Lithium Project (2021): In October 2021, Elevra, in partnership with SOQUEM, Inc. (a subsidiary of Investissement Québec), acquired a 60%
stake in the Moblan Lithium project in the Eeyou Istchee James Bay region of northern Québec.
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Restart of North American Lithium Operations (2023): By March 2023, Elevra successfully restarted production at North American Lithium.
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First Shipment of Spodumene Concentrate (2023): In August 2023, Elevra announced its first shipment of spodumene (lithium) concentrate from North American
Lithium to the international market, marking the commencement of revenue generation within two years of acquiring North American Lithium.
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2025
AU$’000
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2024
AU$ ’000
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2023
AU$ ’000
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|||||||
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Capital expenditures
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19,666
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102,448
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127,088
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• |
Optimize Existing Operations: Maximize returns and cash
flow by optimizing our production sustainably;
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Develop Expanded Resource Base: Deliver potential of
resource base through the development of upstream assets;
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Integrate into the Supply Chain via Strategic Partnerships:
Develop strategic partnerships to lock-in demand, provide access to end markets, and fund the accelerated development of our portfolio to establish a vertically integrated supply chain.
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North American Lithium: North American Lithium (“NAL”) is a leading North American open pit lithium mining operation located in the Abitibi-Temiscamingue region of Québec, Canada. The project is located approximately 37 miles north
of Val-d’Or – a major mining center with a skilled local workforce. NAL has nameplate capacity of 200,000 dmt of spodumene concentrate per year. In the fiscal year ended June 30, 2025, NAL produced 204,858 dmt of spodumene concentrate,
up from 155,822 dmt in the prior year. As of the date of this annual report, Elevra is progressing development work for a potential brownfield expansion at NAL. A scoping study has been completed that supports an increase of annual
nominal SC5.4 production to 315,000 dmt of spodumene concentrate per annum. Elevra acquired NAL in 2021 in a joint venture with Piedmont and successfully restarted production in March 2023. Following the Merger, NAL is 100% owned by
Elevra.
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• |
Authier Lithium: Authier Lithium is a development-stage project located approximately 45 km northwest of the city of Val-d’Or and 29 km west of the NAL. Elevra expects that the NAL processing facilities will also be used to process
ore from the Authier Lithium deposit. Following the Merger, Authier Lithium is 100% owned by Elevra.
|
|
|
• |
Moblan Lithium: Moblan Lithium is a development-stage project located in the Eeyou-Istchee James Bay region of Québec, Canada with a production target of 300,000 dmt of spodumene concentrate per year. Elevra owns 60% of Moblan
Lithium, with the remaining 40% owned by Investissement Québec.
|
|
|
• |
Carolina Lithium: Carolina Lithium is a development-stage, hard rock lithium project located within the renowned Carolina Tin-Spodumene Belt of North Carolina and in close proximity to lithium markets. Carolina Lithium is expected to
consist of a mining operation, a concentrator, and a lithium hydroxide conversion plant. The conversion plant is expected to be developed in phases and produce 60,000 dmt of battery-grade lithium hydroxide per year at full capacity.
Carolina Lithium is wholly owned by Piedmont, which became a wholly owned subsidiary of Elevra following the Merger.
|
|
|
• |
Ewoyaa Lithium: Ewoyaa Lithium is a development-stage project for the mining, development and production of
spodumene concentrate located on the south coast of Ghana and covers an area of approximately 348 square miles. Elevra participates in the Ewoyaa project as part of a strategic partnership between Piedmont and Atlantic Lithium. Under
such partnership, Piedmont entered into a project agreement to acquire a 50% equity interest in Atlantic Lithium Ghana in two phases, with each phase requiring Piedmont to make future staged investments in Ewoyaa over a period of time
in order to earn its additional equity interest. Piedmont completed Phase 1 of its investment in mid-2023, which allows it to acquire a 22.5% equity interest in Atlantic Lithium Ghana, by funding Ewoyaa’s exploration activities and
DFS costs and notifying Atlantic Lithium of its intention to proceed with additional funding contemplated under Phase 2, subject to regulatory approvals. In October 2025, Piedmont submitted to the LNR Minister its application for
approval to obtain its 22.5% equity interest in Atlantic Lithium Ghana, which remains pending. Phase 2 mainly consists of construction and development activities for Ewoyaa and allows Piedmont to acquire an additional 27.5% equity interest in Atlantic Lithium Ghana upon
completion of funding $70 million for capital costs associated with the development of Ewoyaa, subject to regulatory approvals. Upon issuance to Piedmont of its equity interest associated with Phase 1 and completion and issuance of
Piedmont’s equity interest associated with Phase 2, Elevra would expect to have a total equity interest of 50% in Atlantic Lithium Ghana. Atlantic Lithium Ghana, in turn, will own the Ewoyaa project together with the minority
shareholders, including the Mineral Income Investment Fund of Ghana and the Government of Ghana. In October 2023, a subsidiary of Atlantic Lithium Ghana was granted a mining lease for the project, which is currently undergoing
renegotiation in light of the lithium price environment and is also subject to ratification by the Parliament of Ghana.
|
|
|
• |
Category I lands are reserved for the exclusive use of the Cree. They may be used for residential, community, commercial, industrial, residential or other purposes. In addition, the Cree have an exclusive right to hunting, fishing
and trapping;
|
|
|
• |
Category II lands are lands where the Cree have exclusive rights of hunting, fishing and trapping; and
|
|
|
• |
Category III lands represent all lands in the JBNQA territory not included in Category I and Category II lands. General access to Category III lands is in accordance with provincial legislation and regulations concerning public
lands. Exclusive rights or privileges are not granted to the Cree regarding Category III, but the Cree are nevertheless granted non-exclusive rights to pursue certain harvesting activities (hunting, fishing and trapping) year-round.
|
|
|
• |
require notice to stakeholders of proposed and ongoing exploration, drilling, environmental studies, mining, or production activities;
|
|
|
• |
require the installation of pollution control equipment;
|
|
|
• |
restrict the types, quantities and concentrations of various substances that can be released into the environment in connection with exploration, drilling, mining, lithium hydroxide manufacturing, or other production activities;
|
|
|
• |
limit or prohibit drilling, mining, lithium manufacturing or other production activities on lands located within wetlands, areas inhabited by endangered species and other protected areas, or otherwise restrict or prohibit activities
that could impact the environment, including water resources;
|
|
|
• |
impose substantial liabilities for pollution resulting from current or former operations on or for any preexisting environmental impacts from Elevra’s projects;
|
|
|
• |
require significant reclamation obligations in the future as a result of Elevra’s mining and chemical operations; and
|
|
|
• |
require preparation of an environmental assessment or an environmental impact statement.
|
|
|
• |
The National Environmental Protection Act (“NEPA”), which requires careful evaluation of the environmental impacts of mining and lithium manufacturing operations that require federal approvals;
|
|
|
• |
The Clean Air Act and its amendments, which govern air emissions;
|
|
|
• |
The Clean Water Act (“CWA”), which governs discharges to and excavations within the waters of the U.S.;
|
|
|
• |
The Resource Conservation and Recovery Act (“RCRA”), which governs the management of solid waste;
|
|
|
• |
The Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), which imposes liability where hazardous substances have been released into the environment (commonly known as Superfund); and
|
|
|
• |
The Federal Mine Safety and Health Act, which established the primary safety and health standards regarding working conditions of employees engaged in mining, related operations, and preparation and milling of the minerals extracted,
as well as the Occupation Safety and Health Act, which regulates the protection of the health and safety of workers in lithium manufacturing operations.
|
|
Subsidiaries of the Company
|
Jurisdiction
|
Ownership
|
|
Sayona East Kimberley Pty Ltd
|
Queensland, Australia
|
100%
|
|
Sayona International Pty Ltd
|
Queensland, Australia
|
100%
|
|
Sayona Lithium Pty Ltd
|
Queensland, Australia
|
100%
|
|
9474-9454 Québec Inc.
|
Québec, Canada
|
100%
|
|
Sayona Inc.
|
Québec, Canada
|
100%
|
|
Sayona North Inc.
|
Québec, Canada
|
100%
|
|
Sayona Québec Inc.
|
Québec, Canada
|
100%
|
|
North American Lithium Inc.
|
Québec, Canada
|
100% of common equity*
|
|
Piedmont Lithium Inc.
|
Delaware
|
100%
|
|
Piedmont Lithium Carolinas, Inc.
|
North Carolina
|
100%
|
|
Piedmont Lithium Cayman Inc.
|
Cayman Islands
|
100%
|
|
Piedmont Lithium Finland Holdings, LLC
|
Delaware
|
100%
|
|
Piedmont Lithium Finland Oy
|
Finland
|
100%
|
|
Lasec Exploration Canada Inc.
|
Ontario, Canada
|
100%
|
|
Piedmont Lithium International Canada BC ULC
|
British Columbia, Canada
|
100%
|
|
Piedmont Lithium Newfoundland Holdings, LLC
|
Delaware
|
100%
|
|
Piedmont Lithium PTY LTD
|
Western Australia, Australia
|
100%
|
|
Piedmont Lithium Quebec Holdings, LLC
|
Delaware
|
100%
|
|
Piedmont Lithium Ghana Holdings, LLC
|
Delaware
|
100%
|
|
PLNC Holdings, LLC
|
Delaware
|
100%
|
|
PLNC Land, LLC
|
Delaware
|
100%
|
|
PLTN Holdings, LLC
|
Delaware
|
100%
|
|
PLTN Land, LLC
|
Delaware
|
100%
|
|
PLTN Real Estate, LLC
|
Delaware
|
100%
|
|
Piedmont Lithium International US, LLC
|
Delaware
|
100%
|
|
*
|
Investissement Québec owns 20,000,000 preferred, non-participating Class B shares in the capital of North American Lithium Inc.
|


|
Location
|
|
Ownership
(%)
|
|
Deposit Name
|
|
Mineral/
Extraction Type
|
|
Operator
|
|
Property
|
|
Stage
|
|
Canada,
Québec
|
|
75%
|
|
North American Lithium(1)
|
|
Lithium/Hard rock
|
|
Sayona Québec
|
|
North American
Lithium
|
|
Production
|
|
Canada,
Québec
|
75%
|
Authier Lithium(2)
|
Lithium/Hard rock
|
Sayona Québec
|
Authier Lithium
|
Development
|
||||||
|
Canada, Québec
|
|
60%
|
|
Moblan Lithium(3)
|
|
Lithium/Hard rock
|
|
Elevra
|
|
Moblan
|
|
Development
|
|
Canada, Québec
|
|
75%
|
|
Tansim Lithium(4)
|
|
Lithium/Hard rock
|
|
Sayona Québec
|
|
Canadian Lithium
Deposits
|
|
Exploration
|
|
Canada, Québec
|
|
100%
|
|
Lac Albert Lithium(5)
|
|
Lithium/Hard rock
|
|
Elevra
|
|
Canadian Lithium
Deposits
|
|
Exploration
|
|
Canada, Québec
|
|
100%
|
|
Troilus Claims(6)
|
|
Lithium/Hard rock
|
|
Elevra
|
|
Canadian Lithium
Deposits
|
|
Exploration
|
|
Canada, Québec
|
|
100%
|
|
Pontiac Claims(7)
|
|
Lithium/Hard rock
|
|
Sayona Québec
|
|
Canadian Lithium
Deposits
|
|
Exploration
|
|
Canada, Québec
|
|
18.75%
|
|
Vallée Lithium Project(8)
|
|
Lithium/Hard rock
|
|
Sayona Québec
|
|
Canadian Lithium
Deposits
|
|
Exploration
|
|
Australia,
Western
Australia
|
|
49%
|
|
Mallina Lithium(9)
|
|
Lithium/Hard rock
|
|
Morella Lithium
Joint Venture
|
|
Morella Lithium
Joint Venture
|
|
Exploration
|
|
Australia,
Western
Australia
|
|
49%
|
|
Mac Well(9)
|
|
Lithium & Gold/
Hard rock
|
|
Morella Lithium
Joint Venture
|
|
Morella Lithium
Joint Venture
|
|
Exploration
|
|
Australia,
Western
Australia
|
|
49%
|
|
Strelley(9)
|
|
Lithium & Gold/
Hard rock
|
|
Morella Lithium
Joint Venture
|
|
Morella Lithium
Joint Venture
|
|
Exploration
|
|
Australia,
Western
Australia
|
|
49%
|
|
Strelley West(9)
|
|
Lithium & Gold/
Hard rock
|
|
Morella Lithium
Joint Venture
|
|
Morella Lithium
Joint Venture
|
|
Exploration
|
|
Australia,
Western
Australia
|
|
49%
|
|
Tabba Tabba East(9)
|
|
Lithium & Gold/
Hard rock
|
|
Morella Lithium
Joint Venture
|
|
Morella Lithium
Joint Venture
|
|
Exploration
|
|
Australia,
Western
Australia
|
|
49%
|
|
West Wodgina(9)
|
|
Lithium & Gold/
Hard rock
|
|
Morella Lithium
Joint Venture
|
|
Morella Lithium
Joint Venture
|
|
Exploration
|
|
Australia,
Western
Australia
|
|
39%
|
|
Mt Edon(9)
|
|
Lithium/Hard rock
|
|
Morella Lithium
Joint Venture
|
|
Morella Lithium
Joint Venture
|
|
Exploration
|
|
Australia,
Western Australia
|
|
49%
|
|
Mt Edon West(9)
|
|
Lithium/Hard rock
|
|
Morella Lithium
Joint Venture
|
|
Morella Lithium
Joint Venture
|
|
Exploration
|
|
Australia,
Western Australia
|
|
100%
|
|
Mt Dove(10)
|
|
Lithium & Gold/
Hard rock
|
|
Elevra
|
|
Australian Gold and
Lithium
|
|
Exploration
|
|
Australia,
Western Australia
|
|
100%
|
|
Deep Well(10)
|
|
Lithium & Gold/
Hard rock
|
|
Elevra
|
|
Australian Gold and
Lithium
|
|
Exploration
|
|
Australia,
Western Australia
|
|
100%
|
|
Mount Satirist(10)
|
|
Lithium & Gold/
Hard rock
|
|
Elevra
|
|
Australian Gold and
Lithium
|
|
Exploration
|
|
Australia,
Western Australia
|
|
100%
|
|
Station Peak(10)
|
|
Lithium & Gold/
Hard rock
|
|
Elevra
|
|
Australian Gold and
Lithium
|
|
Exploration
|
|
Australia,
Western Australia
|
|
100%
|
|
Tabba Tabba(10)
|
|
Lithium/Hard rock
|
|
Elevra
|
|
Australian Lithium
|
|
Exploration
|
|
Location
|
|
Ownership
(%)
|
|
Deposit Name
|
|
Mineral/
Extraction Type
|
|
Operator
|
|
Property
|
|
Stage
|
|
Australia,
Western Australia
|
|
100%
|
|
Red Rock(10)
|
|
Lithium & Gold/
Hard rock
|
|
Elevra
|
|
Australian Gold and
Lithium
|
|
Exploration
|
|
Australia, Western Australia
|
|
100%
|
|
Friendly Creek(10)
|
|
Lithium & Gold/
Hard rock
|
|
Elevra
|
|
Australian Gold and
Lithium
|
|
Exploration
|
| (1) |
As of June 30, 2025, prior to the completion of the Merger, Elevra held 75% ownership in the North American Lithium operation which is currently in production. For additional details regarding the NAL
project, see “Material Individual Properties.”
|
| (2) |
As of June 30, 2025, prior to the completion of the Merger, Elevra held 75% ownership in the Authier Lithium deposit, which is located approximately 29 km south-west of the NAL project and is currently in
development phase. For additional details regarding the Authier Lithium deposit, see “Material Individual Properties.”
|
| (3) |
As of June 30, 2025, prior to the completion of the Merger, Elevra held 60% ownership in the Moblan Lithium project, which is currently in development phase. For additional details regarding the Moblan
Lithium project, see “Material Individual Properties.”
|
| (4) |
The Tansim Lithium deposit is situated 51 miles (80 km) south-west of the Authier Lithium project. The deposit comprises 186 mineral claims spanning 10,751 hectares and is prospective for lithium,
tantalum, and beryllium. As of June 30, 2025, Elevra owned 75% of the Tansim property through its subsidiary Sayona Québec.
|
| (5) |
The Lac Albert Lithium comprises 121 claims 3.5 km west of the Moblan Lithium project and covers 6,592 ha (65.92 km2). As of June 30, 2025, these claims are held 100% by Elevra through its subsidiary
Sayona North Inc.
|
| (6) |
The Troilus Claims are located adjacent to Elevra’s Moblan Lithium project and extend over a large portion of the Frotêt-Evans Greenstone Belt. The Troilus Claim comprises 1,824 claims covering 985 square
kilometres. As of June 30, 2025, these claims were held 100% by Elevra.
|
| (7) |
The Pontiac Claims are located in the Abitibi-Témiscamingue hub in close proximity to the Tansim Lithium project. The Pontiac Claims consist of 1,284 claims covering 73,535 hectares. As of June 30, 2025,
these claims were held 100% by Elevra.
|
| (8) |
The Vallée Lithium project comprises 48 claims covering approximately 1,997 hectares, with 20 claims located within 500 m of the NAL mine boundary. In November 2022, the NAL project acquired those 20
claims outright, which span approximately 775 hectares. Such claims allow for potential future infrastructure expansion at the NAL mine and its processing facility. In December 2023, the NAL project earned its initial 25% stake in the
remaining 28 claims, and has the right to earn up to a 51% stake in total. As of June 30, 2025, Elevra owned a 18.75% interest in the Vallée Lithium project.
|
| (9) |
As of June 30, 2025, Elevra held a 49% equity stake in the Morella Lithium Joint Venture, which comprises lithium rights to six tenements in the Pilbara covering 426 sq km and two tenements in South
Murchison covering 48 sq km. Morella Corporation Limited is the manager of the joint venture. The West Wodgina Project is located 100 km south of Port Hedland and 8 km west of the Wodgina Lithium Operation.
|
| (10) |
As of June 30, 2025, Elevra held a 100% stake in the five exploration tenements: Deep Well (E47/3829), Tabba Tabba (E45/2364), Red Rock (E45/4716), Mt Dove (E47/3950) and Friendly Creek (E47/3802) which
cover a total of 256 sq km. Elevra also owns the Station Peak and Mount Satirist tenement applications which cover a total area of 90 sq km. The Tabba Tabba project is located north of the Pilgangoora lithium mining area, in a region of
historic tin and tantalum mining. The Deep Well project spans 71 sq km to the west of Port Hedland. The Mt Dove project is the closest Elevra lease to De Grey’s Hemi project, located 10 km south-west of the Falcon prospect and 12 km
south-west of the Brolga prospect. It is within 5 km of the greater Hemi project area, a 15 km trend which includes Hemi and adjacent intrusions.
|
|
|
|
Aggregate Annual Production (metric tonnes)
Fiscal Year Ended June 30,
|
|||||||
|
|
|
2025
|
|
|
2024
|
|
|
2023
|
|
|
Spodumene Concentrate (Li2O)(1)
|
|
|
|
|
|
|
|||
|
North American Lithium(2)
|
|
|
153,644
|
|
|
116,867
|
|
|
24,840
|
| (1) |
Lithium production shown as spodumene concentrate at approximately 5.4% Li2O.
|
| (2) |
Elevra owned 75% of the NAL project prior to the completion of the Merger. Accordingly, the table shows 75% of the NAL project’s total production and reflects Elevra’s ownership prior to the completion of
the Merger.
|
|
Measured Mineral
Resources
|
Indicated Mineral
Resources
|
Measured and Indicated
Mineral Resources
|
Inferred Mineral
Resources
|
||||||||||||||||||||||||
|
|
Amount
|
Grade
(Li2O%)
|
|
Amount
|
|
Grade
(Li2O%)
|
|
Amount
|
|
Grade
(Li2O%)
|
|
Amount
|
Grade
(Li2O%)
|
||||||||||||||
|
Lithium – Hard Rock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
North America
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
NAL(1)(3)
|
0.5
|
1.00
|
%
|
4.9
|
|
1.15
|
%
|
5.5
|
|
1.14
|
%
|
24.5
|
1.23
|
% | |||||||||||||
|
Authier Lithium(1)(3)
|
0.2 |
0.80
|
%
|
2.4
|
|
0.98
|
%
|
2.6
|
|
0.96
|
%
|
4.8
|
0.98
|
% | |||||||||||||
|
Moblan Lithium(2)(3)
|
0.0
|
0.00
|
%
|
9.2
|
|
0.84
|
%
|
9.2
|
|
0.84
|
%
|
12.6
|
1.02
|
% | |||||||||||||
|
Total(4)(5)
|
0.7
|
0.95
|
%
|
16.5
|
|
0.95
|
%
|
17.2
|
|
0.95
|
%
|
42.1
|
1.14
|
% | |||||||||||||
| (1) |
As of June 30, 2025, prior to the completion of the Merger, Elevra owned 75% of the NAL project and the Authier Lithium project through the Sayona Québec joint venture. Elevra is therefore reporting 75%
of the NAL project’s and the Authier Lithium project’s mineral resources.
|
| (2) |
As of June 30, 2025, Elevra owned 60% of the Moblan Lithium project through a joint venture with Investissement Québec. Elevra is therefore reporting 60% of the Moblan Lithium project’s mineral resources.
|
| (3) |
Resources indicated for the NAL operations, the Authier Lithium project and the Moblan Lithium project are exclusive of mineral reserves.
|
| (4) |
The point of reference for all Mineral Resources (measured and indicated) is in situ.
|
| (5) |
Resource estimates are based on the following price values:
|
|
a.
|
NAL operations - US$1,273 per 5.4% Li2O concentrate tonne,
|
|
b.
|
Moblan Lithium project - US$1,273 per 6.0% Li2O concentrate tonne, and
|
|
c.
|
Authier Lithium project - US$977 per 6.0% Li2O concentrate tonne.
|
|
|
Proven Mineral Reserves
|
|
Probable Mineral Reserves
|
|
Total Mineral Reserves
|
|
||||||||||||||
|
|
Amount
|
|
Grade
(Li2O%)
|
|
Amount
|
|
Grade
(Li2O%)
|
|
Amount
|
|
Grade
(Li2O%)
|
|
||||||||
|
Lithium – Hard Rock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
North America
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
NAL(1)
|
0.1
|
|
0.87 |
%
|
14.0
|
|
1.07
|
%
|
14.1
|
|
1.07
|
% | ||||||||
|
Authier Lithium(1)
|
4.7
|
|
0.93 |
%
|
3.8
|
|
1.00
|
%
|
8.5
|
|
0.96
|
% | ||||||||
|
Moblan Lithium(2)
|
0.0
|
|
0.00 |
%
|
20.7
|
|
1.36
|
%
|
20.7
|
|
1.36
|
% | ||||||||
|
Total(3)(4)
|
4.8
|
|
0.93 |
%
|
39.2
|
|
1.22
|
%
|
44.0
|
|
1.19
|
% | ||||||||
| (1) |
As of June 30, 2025, Elevra owned 75% of the NAL project and the Authier Lithium project through the Sayona Québec joint venture. Elevra is therefore reporting 75% of the NAL project’s and the Authier
Lithium project’s mineral reserves.
|
| (2) |
As of June 30, 2025, Elevra owned 60% of the Moblan Lithium project through a joint venture with Investissement Québec. Elevra is therefore reporting 60% of the Moblan Lithium project’s mineral reserves.
|
| (3) |
Reserve estimates are based on the following sale price values:
|
|
a.
|
NAL operations - US$811 per 5.4% Li2O concentrate tonne,
|
|
b.
|
Moblan Lithium project - US$925 per 6.0% Li2O concentrate tonne, and
|
|
c.
|
Authier Lithium project - US$731 per 6.0% Li2O concentrate tonne.
|
| (4) |
The reference point for the NAL and Authier Mineral Reserves (proved and probable) is the NAL crusher feed. The reference point for the Moblan Mineral Reserves (proved and probable) is the Moblan crusher
feed.
|


|
|
• |
Run of mine (ROM) and loadout pad;
|
|
|
• |
administrative building;
|
|
|
• |
dry room;
|
|
|
• |
lay down area for mining contractor equipment shop;
|
|
|
• |
waste rock storage facility;
|
|
|
• |
mine wastewater treatment plant;
|
|
|
• |
site access roads;
|
|
|
• |
mine hauling and service roads;
|
|
|
• |
mine water management infrastructure;
|
|
|
• |
electrical distribution facilities;
|
|
|
• |
fuel and explosive storage; and
|
|
|
• |
communication systems.
|

|
Category
|
|
Tonnes (Mt)
|
Grades
(%Li2O)
|
|
Cut-off Grade
%Li2O
|
|
Met Recovery %
|
||||
|
Measured
|
|
0.17
|
0.80
|
%
|
0.55
|
%
|
78
|
% | |||
|
Indicated
|
|
2.39
|
0.98
|
%
|
0.55
|
%
|
78
|
% | |||
|
Measured and Indicated
|
|
2.55
|
0.96
|
%
|
0.55
|
%
|
78
|
% | |||
|
Inferred(3)
|
|
4.76
|
0.98
|
%
|
0.55
|
%
|
78
|
% |
| (1) |
As of June 30, 2025, Elevra owned 75% of Authier Lithium through the Sayona Québec joint venture. Elevra is therefore reporting 75% of Authier Lithium mineral resources.
|
| (2) |
The estimate was calculated using a price of 977 USD/t 6% Li2O concentrate. The estimate of Mineral Resources may be
materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues.
|
| (3) |
The Inferred Mineral Resource in this estimate has a lower level of confidence that applied to an Indicated Mineral Resource and is not converted to a Mineral Reserve. It is reasonably expected that the
majority of the Inferred Mineral Resource could be upgraded to an Indicated Mineral Resource with continued exploration.
|
| (4) |
Numbers in the table might not add precisely due to rounding.
|
| (5) |
Bulk density of 2.71 t/m³ is used.
|
| (6) |
Only block centroids had to be inside the pit to be considered.
|
| (7) |
The Mineral Resource estimate has been assembled using the regulation S-K §229.1300 of the United States Securities and Exchange Commission (SEC). Mineral Resources, which are not Mineral Reserves, do not
have demonstrated economic viability. Inferred Mineral Resources are exclusive of the Measured and Indicated Resources.
|
|
Category
|
|
Tonnes (Mt)
|
|
Grades
(%Li2O)
|
|
Cut-off Grade
%Li2O
|
|
Met Recovery %
|
|
|
Proven Ore Reserves
|
|
4.7
|
|
0.93
|
%
|
0.55
|
%
|
73.6
|
% |
|
Probable Ore Reserves
|
|
3.8
|
|
1.00
|
%
|
0.55
|
%
|
73.6
|
% |
|
Total Ore Reserves
|
|
8.4
|
|
0.96
|
%
|
0.55
|
%
|
73.6
|
% |
| (1) |
As of June 30, 2025, Elevra owned 75% of Authier Lithium through the Sayona Québec joint venture. Elevra is therefore reporting 75% of Authier Lithium mineral reserves.
|
| (2) |
Mineral Reserves are measured as dry tonnes at the crusher above a diluted cut-off grade of 0.55% Li2O.
|
| (3) |
Mineral Reserves result from a positive pre-tax financial analysis based on an ore selling price of 120 CAD/t and an exchange rate of USD0.75:CAD1.00. The selected optimized pit shell is based on a
revenue factor of 0.86 applied to a base case selling price of USD850/t of spodumene concentrate.
|
| (4) |
The reference point of the Mineral Reserves is the NAL crusher feed.
|
| (5) |
In-situ Mineral Resources are converted to Mineral Reserves based on pit optimization, pit design, mine scheduling and the application of modifying factors, all of which supports a positive LOM cash flow
model. According to CIM Definition Standards on Mineral Resources and Reserves, Inferred Resources cannot be converted to Mineral Reserves.
|
| (6) |
The Mineral Reserves estimate for the Project have been developed under the supervision of Mr. Tony O’Connell, an employee of Optimal Mining Solutions Pty Ltd in the position of Principal Mining
Consultant and Director and a Qualified Person as defined by regulation S-K §229.1300 of the United States Securities and Exchange Commission (SEC).
|
| (7) |
The Mineral Reserve estimate is valid as of June 30, 2025.
|
| (8) |
Totals may not add up due to rounding for significant figures.
|

|
|
• |
Elevra granted LRC a Gross Overriding Revenue (“GOR”) royalty on the Moblan interest calculated as follows:
|
|
○
|
2.5% for the first 1 Mt of ore per annum produced from the Moblan Lithium project;
|
|
○
|
1.5% for any tonne of ore per annum produced from the Moblan Lithium project in excess of the first 1 Mt.
|
|
|
• |
an offtake right to LRC with respect to the Moblan Lithium project for 10% of Elevra’s ownership participation in the Moblan Lithium project of the annual production over the life of mine, priced at a 5%
discount to the prevailing market terms.
|
|
|
• |
Railway station at Chibougamau; and
|
|
|
• |
161 kV electrical line from the existing Hydro-Quebec distribution network (No. 1625).
|
|
|
• |
A switching station will need to be installed at the tap connection, and a new 161kV line will need to be built over a distance of approximately 42 km. A distribution substation will need to be installed
on the Moblan site with two 161/25 kV, 20/27 MVA transformers. The project’s total power demand will be approximately 26.35 MW. A third-party partner will need to provide the main power line and construct and maintain the Moblan power
line.
|
|
|
• |
All access roads and buildings for the mining operation must be built, including explosives storage, assay laboratory, mine fuel depot and fuel distribution facilities, a processing plant, multi-service
office buildings for personnel and operations, pump stations, water collection basins and a water treatment plant to manage the site runoff and process effluent.
|
|
|
• |
Permanent and temporary accommodation complex to house a site population of 500 people during construction and 300 people during operation.
|
|
Category
|
|
Amount in
Tonnes (Mt)
|
|
Grade
(%Li2O)
|
|
|
Cut-Off Grade
%Li2O
|
|
|
Metallurgical
Recovery %
|
||
|
Measured mineral resources
|
|
0.0
|
|
—
|
|
0.25
|
%
|
75.0
|
% | |||
|
Indicated mineral resources
|
|
9.2
|
|
0.84
|
%
|
0.25
|
%
|
75.0
|
% | |||
|
Measured and Indicated mineral resources
|
|
9.2
|
|
0.84
|
%
|
0.25
|
%
|
75.0
|
% | |||
|
Inferred mineral resources
|
|
12.6
|
|
1.02
|
%
|
0.25
|
%
|
75.0
|
% |
|
|
• |
As of June 30, 2025, Elevra owned 60% of the Moblan Lithium project through a joint venture with Investissement Québec. Elevra is therefore reporting 60% of the Moblan Lithium project’s mineral resources.
Seventy-five (75) lithium pegmatite dykes were modelled in Leapfrog™ 2022.1.1 using implicit modelling techniques. Dyke wireframes, used as geological resource solids, were modelled with a minimum thickness of 0.30m.
|
|
|
• |
No assays were capped. Composites 1.0m long were generated using the grade of the adjacent material when assayed or a value of zero when not assayed.
|
|
|
• |
The mineral resources were estimated using Leapfrog™ 2022.1.1 using hard boundaries on composited assays. The ordinary kriging method was used to interpolate a sub-blocked model (parent block size = 5m x
5m x 5 m).
|
|
|
• |
The measured category was assigned to blocks estimated with a minimum of three (3) drill holes in areas where the minimum distance from a drill hole is less than 15m. The indicated category was assigned
to blocks estimated with a minimum of three (3) drill holes in areas where the minimum distance from a drill hole is less than 30m. The inferred category was assigned to blocks estimated with a minimum of three (3) drill holes in areas
where the minimum distance from a drill hole is less than 50m.
|
|
|
• |
Pegmatite densities (grams per cubic centimetre) were estimated using a regression function for specific gravity (“SG”) based on lithium grades: SG = 0.0623644* Li2O % +2.61928. Other host rocks were
given fixed density values of 3.04 g/cm3 for gabbro, 3.00 g/cm3 for volcanics, 2.70 g/cm3 for metasediments, and 2.70 g/cm3 for rhyolite.
|
|
|
• |
The RPEEE requirement is satisfied by using reasonable cut-off grades for an open pit extraction scenario and constraining pit shells (Whittle optimization). The estimate is reported at a cut-off grade of
0.25% Li2O. The estimate was calculated using a price of 1,273 USD/t 6% Li2O concentrate, a USD/CAD exchange rate of 1.32, recovery of 75%, mining cost of 5.50 $/t mined, transport cost of 157.90 $/t concentrate, G&A cost of 12.35
$/t, tailings management cost of 0.80 $/t processed, and processing cost of 35.00 $/t. The cut-off grade takes into account a royalty of 2%. The cut-off grades should be re-evaluated in light of future prevailing market conditions
(metal prices, exchange rate, mining cost, etc.).
|
|
|
• |
The number of tonnes has been rounded to the nearest thousand. Any discrepancy in the totals is due to rounding effects.
|
|
Category
|
|
Tonnage (mt)
|
|
Grade (%Li2O)
|
|
Proven
|
|
0.0
|
|
0.00
|
|
Probable
|
|
20.7
|
|
1.36
|
|
Total
|
|
20.7
|
|
1.36
|
|
|
• |
As of June 30, 2025, Elevra owned 60% of the Moblan Lithium project through a joint venture with Investissement Québec. Elevra is therefore reporting 60% of the Moblan Lithium project’s mineral reserves.
Mineral reserves are measured as dry tonnes at the crusher above a diluted cut-off grade of 0.60% Li2O.
|
|
|
• |
Mineral reserves result from a positive pre-tax financial analysis based on a 6.0% Li2O spodumene concentrate, a selling price varying from 1,700 US$/t to 1,050 US$/t with a LOM average of 1,170 US$/t,
and a CAD/USD exchange rate of 0.75.
|
|
|
• |
The selected pit shell is based on a revenue factor of 0.50 which achieves a sale price of US$925 per tonne of 6.0% spodumene concentrate.
|
|
|
• |
The reference point of the mineral reserves estimate is the Moblan crusher feed.
|
|
|
• |
In-situ mineral resources are converted to mineral reserves based on a pit optimization assessment, pit design, mine scheduling and the application of modifying factors, all of which support a positive
LOM cash flow model. All inferred and Unclassified mineral resources have been converted to waste.
|
|
|
• |
The overall ROM strip ratio (total waste to ore) is 2.3:1.
|
|
|
• |
To ensure a final product that will be marketable, all ore blocks containing more than 2.80% Fe2O3 have been converted to waste and thereby excluded from the mineral reserves estimate. The average Fe2O3
grade for the LOM is 1.03%.
|
|
|
• |
There are no proven mineral reserves.
|
|
|
• |
Totals may not sum due to rounding
|


| • |
Open pit mine;
|
| • |
Spodumene concentrate mill;
|
| • |
Lithium carbonate refinery;
|
| • |
Tailings management area no. 1;
|
| • |
Process water pond;
|
| • |
Industrial wastewater treatment plant;
|
| • |
Waste rock dump no. 2;
|
| • |
Waste rock dump no. 3;
|
| • |
Overburden dump no. 1;
|
| • |
Overburden dump no. 2;
|
| • |
Waste rock dump no. 3, including modification to water management and access road; and
|
| • |
Extension of waste rock dump no. 2.
|
| • |
Tailings management area no. 1 (increase storage capacity, expected in 2025);
|
| • |
Pit extension approval within mining lease (expected in 2025);
|
| • |
Tailings management area no. 2 (not required before the end of 2027 and final approval is expected in 2027); and
|
| • |
Low-grade pile, new water basin (final approval expected in 2027).
|
| • |
Open pit;
|
| • |
Processing plant and ore pad;
|
| • |
Waste rock and overburden storage areas;
|
| • |
Conventional tailings pond;
|
| • |
Administration facility, including offices and personnel changing area (dry);
|
| • |
Workshop, tire change, warehouse, and storage areas;
|
| • |
Fuel, lube, and oil storage facility;
|
| • |
Reticulated services, including power, lighting and communications, raw water and clean water for fire protection, process water and potable water, potable water treatment plant,
sewage collection, treatment, and disposal;
|
| • |
Crushed ore dome;
|
| • |
Access roads; and
|
| • |
Water management infrastructures.
|
| • |
Expansion of the open pit;
|
| • |
Additional tailings management facilities (including dry-stacked tailings area and tailings filter plant);
|
| • |
Additional waste stockpile area; and
|
| • |
Relocation of the fuel, lube, and oil storage facility.
|
| • |
Modifications to the dump pocket and installation of an apron feeder ahead of the primary crusher;
|
| • |
addition of an optical sorter in parallel to the existing secondary sorter;
|
| • |
The installation of two additional stack sizer screens;
|
| • |
The addition of a low-intensity magnetic separator (LIMS) prior to wet high-intensity magnetic separation (WHIMS);
|
| • |
The addition of a second WHIMS in series with the existing unit prior to flotation;
|
| • |
Upgrading the existing high-density/intensity conditioning tank;
|
| • |
Installing a higher capacity spodumene concentrate filter; and
|
| • |
The addition of a crushed ore storage dome to increase ore retention capacity, which will feed the rod mill feed conveyor during periods of crushing circuit maintenance.
|
|
Category
|
|
Tonnes (Mt)
|
|
Grade
(%Li2O)
|
|
Cut-Off Grade
%Li2O
|
|
Met Recovery %
|
|||
|
Measured
|
|
0.5
|
|
1.00
|
% |
|
0.60
|
% |
|
73.6
|
% |
|
Indicated
|
|
4.9
|
|
1.15
|
% |
|
0.60
|
% |
|
73.6
|
% |
|
Measured and Indicated
|
|
5.5
|
|
1.14
|
% |
|
0.60
|
% |
|
73.6
|
% |
|
Inferred
|
|
24.5
|
|
1.23
|
% |
|
0.60
|
% |
|
73.6
|
% |
| • |
As of June 30, 2025, Elevra owned 75% of NAL through the Sayona Québec joint venture. Elevra is therefore reporting 75% of NAL mineral resources. The quantity and grade of
reported inferred resources are uncertain in nature and there has been insufficient exploration to define these resources as indicated or measured; however, it is reasonably expected that the majority of inferred mineral resources could be
upgraded to indicated mineral resources with continued exploration.
|
| • |
Resources are presented undiluted, pit constrained and within stope shapes, and are considered to have reasonable prospects for eventual economic extraction. Although the
calculated cut-off grade is 0.15% Li2O for open pit, a cut-off grade of 0.60% Li2O was used for the mineral resource estimate due to processing limitations. The pit optimization was done using Deswik mining software. The constraining pit
shell was developed using pit slopes of 46 to 53 degrees. The open-pit cut-off grade and pit optimization were calculated using the following parameters (amongst others): 5.40% Li2O concentrate price = $1,273 USD per tonne; CAD:USD exchange
rate = 1.32; Hard Rock and Overburden Mining cost = $5.12/t mined; Mill Recovery of 73.6%; Processing cost = $23.44/t processed; G&A = $6.00/t processed; Transportation cost = $118.39/t conc; Tailing Management Cost = $2.86/t processed,
and Water treatment $0.18/t processed. The cut-off grade for underground resources was calculated at 0.62% Li2O but rounded to 0.60% Li2O; it used identical costs and recoveries, except for mining costs being at $100/t. Cut-off grades will be
re-evaluated in light of future prevailing market conditions and costs.
|
| • |
Prepared using Leapfrog Edge™ and is based on 247 surface drillholes. The Project database was validated before proceeding to the resource estimation. Grade model resource
estimation was interpolated from drillhole data using OK and ID2 interpolation methods within blocks measuring 5m x 5m x 5m in size and subblocks of 1.25 m.
|
| • |
The model comprises 49 mineralized dykes (which have a minimum thickness of 2 m, with rare exceptions between 1.5m and 2m).
|
| • |
High-grade capping was done on the composited assay data. Capping grades was fixed at 2.3% Li2O. A value of zero grade was applied in cases where core was not assayed.
|
| • |
Fixed density values were established on a per unit basis, corresponding to the median of the specific gravity data of each unit ranging from 2.70 g/cm3 to 3.11 g/cm3. A fixed
density of 2.00 t/m3 was assigned to the overburden.
|
| • |
The measured mineral resource is limited to 10m below the current exposed pit. The indicated mineral resource is defined for blocks that are informed by a minimum of two
drillholes where drill spacing is less than 80 m. The inferred mineral resource is defined where drill spacing is less than 150 m. Where needed, some materials have been either upgraded or downgraded to avoid isolated blocks and spotted-dog
effects.
|
| • |
The number of tonnes (metric) and contained Li2O tonnes were rounded to the nearest hundred thousand.
|
|
Category
|
|
Tonnes (Mt)
|
|
Grades
(%Li2O)
|
|
Cut-off Grade
%Li2O
|
|
Met Recovery %
|
|
||||
|
Proven Mineral Reserves
|
|
0.1
|
|
|
0.87
|
% |
|
0.60
|
% |
|
73.6
|
% | |
|
Probable Mineral Reserves
|
|
14.0
|
|
1.07
|
% |
|
0.60
|
% |
|
73.6
|
% | ||
|
Total Mineral Reserves
|
|
14.1
|
|
1.07
|
% |
|
0.60
|
% |
|
73.6
|
% |
| • |
As of June 30, 2025, Elevra owned 75% of NAL through the Sayona Québec joint venture. Elevra is therefore reporting 75% of NAL mineral reserves. Mineral reserves are measured as
dry tonnes at the crusher above a diluted cut-off grade of 0.60% Li2O.
|
| • |
Mineral reserves result from a positive pre-tax financial analysis based on a variable 5.4% to 5.82% Li2O spodumene concentrate average selling price of US$811/t and an exchange
rate of 0.75 US$:1.00 C$. The selected optimized pit shell is based on a revenue factor of 0.6 applied to a base case selling price of US$1,352/tonne of concentrate (0.60 * $1,352 = $811).
|
| • |
Topographic surface as of June 30, 2025, was used to adjust from December 31, 2023.
|
| • |
The reference point of the mineral reserves estimate is the NAL crusher feed.
|
| • |
In-situ mineral resources are converted to mineral reserves based on pit optimization, pit design, mine scheduling and the application of modifying factors, all of which support
a positive LOM cash flow model. According to SEC definitions on mineral resources and reserves, inferred resources cannot be converted to mineral reserves.
|
| • |
The waste and overburden to ore ratio (strip ratio) is 8.3.
|
| • |
Mineral reserves are valid as of June 30, 2025.
|
| • |
Totals may not add up due to the rounding of significant figures.
|
|
|
Fiscal year ended
June 30, 2025
AU$’000
|
Fiscal year
ended
June 30, 2024
AU$’000
|
||
|
Acquisition and transaction costs
|
— |
441
|
||
|
Administration and corporate overheads
|
4,817
|
6,798
|
||
|
Changes in inventories of finished goods and work in progress
|
25,491
|
(32,623)
|
||
|
Depreciation and amortization expense
|
38,597
|
33,777
|
||
|
Employee benefits expense
|
43,133
|
46,501
|
||
|
External services
|
171,740
|
176,140
|
||
|
Impairment and write down of financial assets
|
548
|
8,134
|
||
|
Loss on disposal of financial assets
|
—
|
1,264
|
||
|
Net movement in inventories relating to net realizable value adjustments
|
4,200
|
10,437
|
||
|
Raw materials and consumables used
|
46,694
|
44,769
|
||
|
All other operating expenses
|
12,527
|
13,368
|
||
|
Total Expenses
|
347,747
|
309,006
|
|
|
2025
AU$’000
|
|
2024
AU$’000
|
Change
AU$’000
|
||
|
Net cash flows from (used in) operating activities
|
|
|
(14,791)
|
|
(62,178)
|
47,387
|
|
Net cash flows from (used in) investing activities
|
|
|
(49,627)
|
|
(114,039)
|
64,412
|
|
Net cash flows from (used in) financing activities
|
|
|
46,075
|
|
57,880
|
(11,805)
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(18,343)
|
|
(118,337)
|
99,994
|
|
Cash and cash equivalents at the beginning of the financial year
|
|
|
90,624
|
|
211,119
|
(120,495)
|
|
Foreign exchange rate differences on cash and cash equivalents
|
|
|
9
|
|
(2,158)
|
2,167
|
|
Cash and cash equivalents at the end of the financial year
|
|
|
72,290
|
|
90,624
|
(18,334)
|
|
•
|
temporary differences on the initial recognition of assets or liabilities in a transaction that
|
|
|
(a) is not a business combination; and
|
|
|
(b) at the time of the transaction:
|
|
(i)
|
affects neither accounting nor taxable profit or loss; and
|
| (ii) |
does not give rise to equal taxable and deductible temporary differences;
|
|
•
|
temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that Elevra is able to
control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
|
|
•
|
taxable temporary differences arising on the initial recognition of goodwill.
|
|
Asset category
|
|
Depreciation method
|
|
Buildings
|
|
2 to 20 years straight-line
|
|
Mine properties (including mineral rights)
|
|
Based on ore reserves on a units of production basis
|
|
Plant and equipment
|
|
2 to 20 years straight-line
|
|
Right-of-use assets
|
|
Based on the shorter of the asset’s useful life or term of the lease (straight-line)
|
|
Name and Age
|
Position and relevant experience
|
Current position held since
|
||
|
Dawne Hickton – 67
|
Ms. Hickton serves as Chair of the Elevra Board and Chair of the Nomination and Remuneration Committee. She served as a member of the Piedmont Board from March 2024 until the
Merger. Since June 2019, Ms. Hickton has served as the Chair and CEO of Cumberland Additive, Inc., a woman-led innovative new technology specialty metals additive manufacturing company. From December 2022 to December 2024, Ms. Hickton served
on the National Space Council Users’ Advisory Group, chaired by the Vice President of the United States, and which serves to enable and propel the United States’ space goals. From June 2019 to June 2022, she served as Executive Vice President
of Jacobs Solutions Inc. (NYSE: J), an international technical professional services firm that provides engineering, technical, professional, and construction services, and President of its Critical Mission Solutions business line, which
provides engineering design and support services for NASA, the U.S. Department of Energy and other national security priorities. From 2007 to 2015, she served as Vice Chair, President, and CEO of RTI International Metals, Inc. (formerly,
NYSE: RTI), previously, a billion-dollar, vertically integrated global supplier of titanium mill products and fabricated metal components. Ms. Hickton also serves on the boards of Vmo Air (backed by funds managed by Ares Management Corp.
(NYSE: ARES)), a provider of liquidity and fleet solutions to airlines, lessors, and original equipment manufacturers, and Commercial Metals Company (NYSE:CMC), a global leader in the sustainable recycling, manufacturing and fabrication of
steel and construction solutions. She previously served on the boards of Jacobs Solutions Inc. (NYSE: J) from 2015 to 2019, Triumph Group, Inc. (NYSE: TGI) from 2015 to 2019 and Haynes International, Inc. (Nasdaq: HAYN) from 2017 to 2024. Ms.
Hickton also served as a Director (from 2012 to 2020) and Chair (from 2018 to 2020) at the Federal Reserve Bank of Cleveland and Chair of Chairs of all the U.S. Federal Reserve Banks in 2020. Ms. Hickton is a graduate of the University of
Rochester, and received her J.D. from the University of Pittsburgh School of Law.
|
August 2025
|
|
Name and Age
|
Position and relevant experience
|
Current position held since
|
||
|
Lucas Dow – 49
|
Mr. Dow serves as Managing Director and Chief Executive Officer of Elevra and is part of Elevra’s Executive KMP. Mr. Dow is a highly experienced mining executive with a proven track record of outstanding performance across a diverse range of businesses, commodities and geographies, skills
which should facilitate Elevra’s next stage of growth as a leading North American lithium producer. As a mining engineer with extensive hands-on operational experience in both the mining resources and the renewable energy sector, Mr. Dow is
well versed in global resource trends and growth markets. Mr. Dow holds a Bachelor of Engineering (Mining) Hons. from the University of Queensland.
|
February 2024 (Managing Director and Chief Executive Officer since July 2024)
|
||
|
Allan Buckler – 78
|
Mr. Buckler serves as a Non-Executive Director and member of the Audit and Risk Committee. Mr. Buckler currently serves as a Non-Executive Director of Morella Corporation
Limited. He also previously served as Non-Executive Director of Interra Resources Limited. Mr. Buckler has over 55 years’ experience in the mining industry and has been directly responsible for the commercialization of several projects from
resource identification through to production in Australia and Indonesia. Mr. Buckler holds a Certificate in Mine Surveying and Mining, First Class Mine Managers Certificate and Mine Surveyor Certificate from the Queensland Government’s
Department of Mines.
|
August 2013
|
|
Name and Age
|
Position and relevant experience
|
Current position held since
|
||
|
Christina Alvord – 58
|
Ms. Alvord serves as a Non-Executive Director and member of the Nomination and Remuneration Committee. She served as a member of the Piedmont Board from January 2023 until the
Merger. She served as President of the Central Division of Vulcan Materials Company (NYSE: VMC), the nation’s largest producer of construction aggregates, from 2019 to 2021. She served as Vulcan’s President of the Southern & Gulf Coast
Division, from 2017 to 2019, and Vice President of Corporate Planning and Performance Improvement, from 2016 to 2017. Before joining Vulcan, Ms. Alvord held various executive management positions at GE Aviation, a subsidiary of General
Electric, including serving as President of GE Aviation-Unison Industries and GE Aviation-Middle River Aircraft Systems. Ms. Alvord also serves on the boards of Apogee Enterprises, Inc. (Nasdaq: APOG), a provider of architectural products and
services, and Albany International Corp. (NYSE: AIN), a developer and manufacturer of engineered components. She began her career as a strategy consultant at McKinsey & Co. Ms. Alvord received a B.S. in Political Science and a B.S. and
M.S. in Mechanical Engineering from the Massachusetts Institute of Technology, and an M.B.A. from Harvard Business School.
|
August 2025
|
||
|
James Brown – 62
|
Mr. Brown serves as a Non-Executive Director and member of the Nomination and Remuneration Committee. Mr. Brown held the role of Executive Director and Interim Chief Executive
Officer of Elevra from August 2023 until July 2024. Mr. Brown transitioned to a Non-Executive Director immediately after the effective time of the Merger. Mr. Brown currently serves as Managing Director of Morella Corporation Limited and as a
Non-Executive Director of Greenwing Resources Limited. Mr. Brown has over 40 years’ experience in the mining industry in Australia, the United States, Africa and Indonesia, including the last 15 years as Managing Director of Morella
Corporation Limited. Mr. Brown has successfully sourced, developed and operated numerous key global projects with a focus on lithium and battery materials. He has an extensive global investment network to underpin the capital requirements for
project investment and development. Mr. Brown holds a Graduate Diploma in Mining from University of Ballarat and is a Member of the Australian Institute of Company Directors.
|
August 2013
|
||
|
Jeff Armstrong – 60
|
Mr. Armstrong serves as a Non-Executive Director and member of the Audit and Risk Committee. He served as the Chair of the Piedmont Board from May 2021 until the Merger and also served as chair of Piedmont’s predecessor company. He served as Managing Partner of North Inlet Advisors, a
FINRA-regulated entity, from 2009 until 2022. North Inlet provides investment banking services to middle-market companies in the industrial, consumer, and agricultural spaces. Prior to 2009, Mr. Armstrong served as Head of Mergers and
Acquisitions, Private Equity Coverage and Leveraged Capital at what is now Wells Fargo’s Investment Bank. Mr. Armstrong also worked as an investment banker in the late 1980s and 1990s for Citigroup and Morgan Stanley. Mr. Armstrong has
served on the boards of private companies in the chemical, solar, health care device, and direct-to-consumer sectors. He received an M.B.A. from the University of Virginia Darden School of Business, a B.S. from the McIntire School of
Commerce and is a Chartered Financial Analyst. Mr. Armstrong resides in Charlotte, North Carolina, and is actively engaged in the community.
|
August 2025
|
|
Name and Age
|
Position and relevant experience
|
Current position held since
|
||
|
Jorge M. Beristain – 56
|
Mr. Beristain serves as a Non-Executive Director and member of the Audit and Risk Committee. Prior to his appointment as a Non-Executive Director of Elevra, Mr. Beristain was
Chair of the Audit Committee of Piedmont Lithium for a period of six years prior to the Merger. Most recently, Mr. Beristain was the Vice President of Finance for Ryerson Holding Corporation (NYSE: RYI) from 2022 to 2025 and served on the
Board of Directors of Ryerson China Limited in 2024 and 2025. With revenue of over $5 billion, Ryerson is a leading value-added processor and distributor of industrial metals with over 110 global locations, supplying the industrial,
transport, consumer, construction and energy sectors. He previously served as the Chief Financial Officer of Central Steel & Wire Co., a wholly owned subsidiary of Ryerson, since 2019 where he was integral to its financial transformation.
From 2000 to 2017, Mr. Beristain served as Managing Director and Head of Deutsche Bank AG’s Americas Metals & Mining equity research, where he was consistently ranked by institutional investors as one of the top analysts in the U.S.
During his more than 20-year career on Wall Street, Mr. Beristain has lived and worked in the U.S., Latin America, and Canada and visited hundreds of industrial companies worldwide. Mr. Beristain’s financial acumen and industry insights will
enhance the merged group’s board strategic financial oversight. Mr. Beristain received a Bachelor of Commerce from the University of Alberta and is a Chartered Financial Analyst (CFA) holder.
|
August 2025
|
||
|
Laurie Lefcourt – 63
|
Ms. Lefcourt serves as a Non-Executive Director, as Chair of the Audit and Risk Committee and member of the Nomination and Remuneration Committee. Ms. Lefcourt holds a bachelor’s
degree in finance and administration, is a fellow of the Chartered Accountants Australia and New Zealand (FCA) as well as a graduate of the Australian Institute of Company Directors (GAICD). Ms. Lefcourt’s career spans more than 30 years,
during which she has built a portfolio of leadership positions across various sectors, including resources, energy, transportation, and government. Her extensive experience in finance, governance, and project management is aligned with
Elevra’s current and future objectives. Ms. Lefcourt’s expertise has been critical in supporting organizations through periods of significant change and growth. Ms. Lefcourt’s career began at Ernst & Young in Canada, where she gained her
Chartered Accountant (CA) qualifications. Upon relocating to Australia, she joined Ansett Airlines in Melbourne as Manager of Finance, Audit, and Payroll, before moving into the mining sector with Rio Tinto. At Rio Tinto, Ms. Lefcourt held
several senior positions, including Deputy CFO of Rio Tinto Coal, where she managed financial operations for a business spanning seven operational sites. She played a key role in the development of the Hail Creek Coal Mine, overseeing both
financial and operational functions, including risk management and safety. Her corporate experience continued to expand when Ms. Lefcourt joined QR Limited, where she led financial management during the company’s major transition, including
the demerger of Queensland Rail’s freight business (now Aurizon). As General Manager of Finance and later Acting CFO, she was responsible for managing over 200 finance staff and overseeing a $1.8 billion organization. During her tenure, Ms.
Lefcourt introduced forward-looking financial planning systems, which significantly improved financial governance and accountability across the organization. In addition to her corporate roles, Ms. Lefcourt has a wealth of experience in the
resources sector. After transitioning to a portfolio career, she established her consultancy, Sage Strategies, where she worked on projects for major clients such as the Australia Pacific LNG (APLNG) project. Her responsibilities included
overseeing a $25 billion investment in the development of the APLNG upstream and downstream assets on behalf of Sinopec Oil and Gas Australia, and overseeing complex financial and governance structures.
|
October 2024
|
|
Name
|
Position and relevant experience
|
Current position held since
|
||
|
Christian Cortes – 44
|
Mr. Cortes serves as Chief Financial Officer of Elevra. Mr. Cortes served as Arcadium Lithium’s Chief Integration and Transformation Officer from 2024 to 2025, up to the time of
Rio Tinto’s business acquisition. From 2022 to 2024, Mr. Cortes served as Chief Financial Officer of Allkem Limited prior to its merger with Livent Corporation, and from 2021 to 2022 as Chief of Sales and Marketing of Allken Limited. Mr
Cortes brings 20 years of international business experience in the professional services and resources industries. Mr. Cortes began his career as a Chartered Accountant with PricewaterhouseCoopers, working with public companies in audit and
transaction support.
|
October 2025
|
||
|
Sylvain Collard – 46
|
Mr. Collard serves as President and Chief Operating Officer of Canada. He joined Elevra in October 2022 and has served as President and Chief Operating Officer of Canada since July 2024. Mr. Collard is a specialist in mine project management and continuous process improvement. He has extensive
experience in operations management for both open pit and underground mines. During his career, Mr. Collard has worked on several IAMGOLD mining projects, notably as manager of a major capital project at the Essakane mine in Burkina Faso,
where 3,500 workers were under his direction. He has also managed copper and gold mines and projects in Québec, Ontario and the United States. Mr. Collard holds a degree in Mechanical Engineering and is PMP Certified.
|
July 2024
|
||
|
There are no family relationships among any of Elevra’s Non-Executive Directors or Executive KMPs.
|
||||
|
|
Board and
Committee
fees
AU$
|
Other
benefits
AU$
|
Superannuation
AU$
|
Termination
benefits
AU$
|
Equity
rights
AU$
|
Total
remuneration
AU$
|
||||||||||||
|
Allan Buckler(1)
|
150,006
|
—
|
—
|
—
|
—
|
150,006
|
||||||||||||
|
Paul Crawford(2)
|
105,869
|
—
|
12,175
|
—
|
—
|
118,044
|
||||||||||||
|
Lucas Dow(3)
|
277
|
—
|
—
|
—
|
—
|
277
|
||||||||||||
|
Philip Lucas (4)
|
166,296
|
—
|
—
|
—
|
—
|
166,296
|
||||||||||||
|
Laurie Lefcourt(5)
|
115,222
|
—
|
—
|
—
|
—
|
115,222
|
||||||||||||
|
Total
|
537,670
|
— |
12,175
|
—
|
—
|
549,845
|
| (1) |
Remuneration reported for Mr. Buckler reflects service as a Non-Executive Director from July 1, 2024 to June 30, 2025, and a member of the Audit and Risk Committee and Nomination
and Remuneration Committee from July 1, 2024 to June 30, 2025.
|
| (2) |
Mr. Crawford transitioned from Executive Director to a Non-Executive Director on August 6, 2024. Remuneration reported for Mr. Crawford reflects service as a Non-Executive
Director from August 6, 2024 to June 30, 2025.
|
| (3) |
Mr. Dow transitioned from a Non-Executive Director to Managing Director and Chief Executive Officer on July 3, 2024. Remuneration reported for Mr. Dow reflects service as a
Non-Executive Director from July 1, 2024 to July 2, 2024.
|
| (4) |
Remuneration reported for Mr. Lucas reflects service as a Non-Executive Director and Chair of the Nomination and Remuneration Committee from July 1, 2024 to June 30, 2025, Chair
of the Audit and Risk Committee from July 1, 2024 to October 16, 2024 and a member of the Audit and Risk Committee from October 17, 2024 to June 30, 2025.
|
| (5) |
Remuneration reported for Ms. Lefcourt reflects service as a Non-Executive Director from October 16, 2024 to June 30, 2025, Chair of the Audit and Risk Committee from October 17,
2024 to June 30, 2025 and a member of the Nomination and Remuneration Committee from October 17, 2024 to June 30, 2025
|
|
|
Cash
salary and
fees AU$
|
Cash
incentive(1)
AU$
|
Other
benefits(2)
AU$
|
Superannuation
AU$
|
Termination
benefits
AU$
|
Equity
rights(3)
AU$
|
Total
remuneration
AU$
|
|||
|
James Brown(4)
|
242,356
|
-
|
-
|
10,394
|
-
|
-
|
252,750
|
|||
|
Sylvain Collard(5)
|
664,192
|
196,368
|
4,033
|
47,175
|
-
|
840,449
|
1,752,217
|
|||
|
Paul Crawford(6)
|
33,719
|
-
|
-
|
9,984
|
-
|
-
|
43,703
|
|||
|
Lucas Dow(7)
|
700,000
|
223,440
|
56,286
|
30,000
|
-
|
613,845
|
1,623,571
|
|||
|
Dougal Elder(8)
|
447,500
|
132,303
|
34,848
|
30,000
|
-
|
423,473
|
1,068,124
|
|||
|
Total
|
2,087,767
|
552,111
|
95,167
|
127,553
|
-
|
1,877,767
|
4,740,365
|
|||
| (1) |
Represents the cash component of the STI award accrued for the period beginning July 1, 2024, and ending June 30, 2025.
|
| (2) |
These “Other Benefits” include accommodation, car parking, life insurance, motor vehicle allowances, private health insurance and other medical benefits, and net movements in
annual leave entitlements.
|
| (3) |
“Equity rights” are calculated in accordance with Australian Accounting Standards and reflect the fair value of equity and equity-related instruments that have been expensed
during the year. The value of equity rights is amortized over the vesting period for each respective award. During the fiscal year ended June 30, 2025, Mr. Collard was granted 35,943,360 equity rights on November 28, 2024 and 25,236,640
equity rights on December 31, 2024. Mr. Dow was granted 45,500,000 equity rights on November 28, 2024. Mr. Elder was granted 25,082,080 equity rights on November 28, 2024 and 3,426,160 equity rights on December 31, 2024.
|
| (4) |
Remuneration reported for Mr. Brown reflects service as Executive KMP of Elevra from July 1, 2024 to June 30, 2025.
|
| (5) |
Remuneration reported for Mr. Collard reflects service as Executive KMP of Elevra from July 1, 2024 to June 30, 2025.
|
| (6) |
Mr. Crawford transitioned to a Non-Executive Director on August 6, 2024. Remuneration reported for Mr. Crawford reflects service as Executive KMP of Elevra from July 1, 2024 to
August 5, 2024.
|
| (7) |
Mr. Dow transitioned from a Non-Executive Director to Managing Director and Chief Executive Officer on July 3, 2024. Remuneration reported for Mr. Dow reflects service as
Executive KMP of Elevra from July 3, 2024 to June 30, 2025.
|
| (8) |
Remuneration reported for Mr. Elder reflects service as Executive KMP of Elevra from July 1, 2024 to June 30, 2025.
|
| • |
reviewing the appropriateness of Elevra’s significant accounting policies and practices, including management’s interpretation of accounting standards;
|
| • |
reviewing half year and full year financial statements and other related information, with management and the company’s external auditors, to assess the integrity of the financial statements and make
the necessary recommendations to the Elevra Board;
|
| • |
managing the relationship between the company and the external auditors, including the external auditors’ remuneration, and overseeing the external auditors’ work;
|
| • |
monitoring and evaluating the performance of the external auditors and the progress of the audit;
|
| • |
evaluating the independence of the external auditors and confirming that the provision of non-audit services by the external auditors does not adversely impact their independence;
|
| • |
overseeing management’s design and implementation of internal controls, and the system of safeguarding the integrity of the financial statements designed by management;
|
| • |
reviewing the processes and procedures that management have put in place to manage compliance with laws, regulations and the company’s Code of Conduct, Whistleblower Policy and Anti-Bribery and
Corruption Policy;
|
| • |
assisting the Elevra Board in reviewing the principal risks facing the company, including the management of those key risks that threaten Elevra’s business model, future performance, solvency or
liquidity;
|
| • |
overseeing management’s design and implementation of Elevra’s risk management framework, monitoring management’s performance against the entity’s risk management framework (including whether it is
operating within the risk appetite and tolerance set by the Elevra Board) and reviewing that framework at least annually to satisfy itself that it continues to be sound; and
|
| • |
evaluating the adequacy and effectiveness of Elevra’s identification and management of economic, environmental and social sustainability risks (including climate change and human rights risks) and
its disclosure of any material exposures to those risks.
|
| • |
reviewing and making recommendations to the Elevra Board on the appropriate size and composition of the board and its committees;
|
| • |
assessing and making recommendations to the Elevra Board on the appropriate mix of skills, experience, expertise and diversity required on the board and each committee;
|
| • |
making recommendations to the Elevra Board in relation to board succession planning, including the succession of the Chair and committee Chairs;
|
| • |
establishing processes for the selection of suitable candidates for the appointment to the Elevra Board, including the setting of criteria by which directors are appointed and re-elected;
|
| • |
conducting searches, and making recommendations to the Elevra Board on candidates for appointment as directors;
|
| • |
monitoring and undertaking an annual assessment of and making a recommendation to the Elevra Board as to the independence of each director;
|
| • |
reviewing succession plans for the Managing Director and their direct reports;
|
| • |
assisting the Elevra Board in relation to the performance evaluation of the board, its committees and individual directors;
|
| • |
reviewing and making recommendations to the Elevra Board relating to overall remuneration strategies, policies and practices of Elevra’s Remuneration Policy and the process for measurement and
assessment of performance;
|
| • |
reviewing and recommending to the Elevra Board the remuneration arrangements for the Chair and the Non-Executive Directors of the board, including the aggregate fee level, board and committee fees,
superannuation, travel and other benefits;
|
| • |
reviewing annually and recommending to the Elevra Board the remuneration arrangements for the Managing Director/Chief Executive Officer; and
|
| • |
reviewing and making recommendations to the Elevra Board annually on the individual remuneration levels and other remuneration arrangements for KMP.
|
|
As of June 30,
|
||||||||||||
|
|
2025
|
2024
|
2023
|
|||||||||
|
Employees in Australia
|
10
|
9
|
5
|
|||||||||
|
Employees outside of Australia
|
220
|
222
|
184
|
|||||||||
|
Total employees
|
230
|
231
|
189
|
|||||||||
| • |
Each person, or group of affiliated persons, known by Elevra to beneficially own 5% or more of the issued and outstanding Elevra ordinary shares;
|
| • |
Each person who was a director or Executive KMP of Elevra as of June 30, 2025; and
|
| • |
All persons who, as of June 30, 2025, were Elevra’s directors and Executive KMP, as a group.
|
|
|
Shares Beneficially Owned(1)
|
||||||
|
|
Number of Elevra Ordinary Shares
|
Percentage of Issued Elevra Ordinary Shares
|
|||||
|
Greater than 5% Holders
|
|
||||||
|
Resource Capital Fund VIII, L.P.
|
17,098,613(2)
|
9.99%
|
|||||
|
Executive KMP and Directors:
|
|
||||||
|
Allan Buckler
|
750,595
|
*
|
|||||
|
James Brown
|
71,714
|
*
|
|||||
|
Sylvain Collard
|
10,649(3)
|
*
|
|||||
|
Paul Crawford
|
1,110,176
|
*
|
|||||
|
Lucas Dow
|
16,667
|
*
|
|||||
|
Dougal Elder
|
23,415(4)
|
*
|
|||||
|
Philip Lucas
|
-
|
-
|
|||||
|
Laurie Lefcourt
|
3,667
|
*
|
|||||
|
All executive officers and directors as a group (8 persons)
|
1,987,247
|
1.18%
|
|||||
| * |
Indicates share ownership greater than 0% but less than 1%.
|
| (1) |
Beneficial ownership is determined according to the rules of the SEC and, generally, a person has beneficial ownership of a security if he, she or it possesses sole or shared
voting or investment power of that security, including options that are currently exercisable or exercisable within 60 days of September 30, 2025 and performance rights that are scheduled to settle in stock within 60 days of September 30,
2025. Options and performance rights that are scheduled to settle in stock within 60 days of September 30, 2025, are deemed to be outstanding for computing the percentage ownership of the person holding these options and performance rights
and the percentage ownership of any group of which the holder is a member, but are not deemed outstanding for computing the percentage of any other person.
|
| (2) |
Includes 14,375,000 Elevra ordinary shares and 2,723,613 options that are exercisable as of September 30, 2025.
|
| (3) |
Includes 10,649 performance rights that are scheduled to settle in Elevra ordinary shares within 60 days of September 30, 2025.
|
| (4) |
Includes 11,334 Elevra ordinary shares and 12,081 performance rights that are scheduled to settle in Elevra ordinary shares within 60 days of September 30, 2025.
|
| • |
banks, insurance companies, regulated investment companies and real estate investment trusts;
|
| • |
financial institutions;
|
| • |
individual retirement and other tax-deferred accounts;
|
| • |
certain former U.S. citizens or long-term residents;
|
| • |
brokers or dealers in securities;
|
| • |
traders that elect to use a mark-to-market method of accounting;
|
| • |
partnerships (including entities or arrangements that are treated as partnerships), S corporations and other pass through entities for U.S. federal income tax purposes, and
partners, members or investors in such entities;
|
| • |
tax-exempt organizations;
|
| • |
persons that hold Elevra ordinary shares or Elevra ADSs as part of a straddle, hedge, constructive sale, conversion or other integrated transaction;
|
| • |
persons that have a functional currency other than the U.S. dollar;
|
| • |
persons that own (directly, indirectly or constructively) 10% or more of the vote or value of Elevra’s equity;
|
| • |
persons subject to special tax accounting rules (including rules requiring the recognition of gross income based on a taxpayer’s applicable financial statement); or
|
| • |
persons who received Elevra ordinary shares or Elevra ADSs as compensation.
|
| • |
an individual who is a citizen or resident of the United States;
|
| • |
a corporation (or other entity taxable as a corporation) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
|
| • |
an estate the income of which is subject to U.S. federal income tax regardless of its source; or
|
| • |
a trust (i) the administration of which is subject to the primary supervision of a court in the United States and for which one or more U.S. persons have the authority to
control all substantial decisions or (ii) that has an election in effect under applicable U.S. income tax regulations to be treated as a U.S. person.
|
| • |
the gain or excess distribution will be allocated ratably over the period during which the U.S. holder held Elevra ordinary shares or Elevra ADSs;
|
| • |
the amount allocated to the current taxable year and to any taxable year during the U.S. holder’s holding period before the first day of the first taxable year in which Elevra
became a PFIC, will be taxed as ordinary income; and
|
| • |
the amount allocated to other prior taxable years not described in the preceding bullet will be subject to the highest tax rate in effect for that taxable year for individuals
or corporations, as applicable, and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.
|
|
Persons depositing or withdrawing Elevra ordinary
shares or Elevra ADS Holders must pay:
|
For:
|
|
$5.00 (or less) per 100 Elevra ADSs
(or portion of 100 Elevra ADSs)
|
Issuance of Elevra ADSs, including issuances resulting from a distribution of Elevra ordinary shares or rights or other property
Cancellation of Elevra ADSs for the purpose of withdrawal, including if the deposit agreement terminates
|
|
$0.05 (or less) per Elevra ADS
|
Any cash distribution to Elevra ADS Holders
|
|
Persons depositing or withdrawing Elevra ordinary
shares or Elevra ADS Holders must pay:
|
For:
|
|
A fee equivalent to the fee that would be payable if securities distributed to you had been Elevra ordinary shares and the Elevra ordinary shares had been
deposited for issuance of Elevra ADSs
|
Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary bank to Elevra ADS Holders
|
|
$0.05 (or less) per Elevra ADS per calendar year
|
Depositary services
|
|
Registration or transfer fees
|
Transfer and registration of Elevra ordinary shares on its share register to or from the name of the depositary bank or its agent when you deposit or withdraw
Elevra ordinary shares
|
|
Expenses of the depositary bank
|
Cable (including SWIFT) and facsimile transmissions (when expressly provided in the deposit agreement)
Converting foreign currency to U.S. dollars
|
|
Taxes and other governmental charges the depositary bank or the custodian have to pay on any Elevra ADSs or Elevra ordinary shares represented by Elevra ADSs,
such as stock transfer taxes, stamp duty or withholding taxes
|
As necessary
|
|
Any charges incurred by the depositary bank or its agents for servicing the deposited securities
|
As necessary
|
|
|
2025
|
2024
|
||||||
|
Audit fees
|
-
|
392,804
|
||||||
|
Audit-related fees
|
-
|
-
|
||||||
|
Tax fees
|
-
|
-
|
||||||
|
All other fees
|
-
|
-
|
||||||
|
Total fees
|
-
|
392,804
|
||||||
|
|
2025
|
2024
|
||||||
|
Audit fees
|
-
|
150,518
|
||||||
|
Audit-related fees
|
-
|
-
|
||||||
|
Tax fees
|
-
|
-
|
||||||
|
All other fees
|
-
|
-
|
||||||
|
Total fees
|
-
|
150,518
|
||||||
|
|
2025
|
2024
|
||||||
|
Audit fees
|
640,200
|
-
|
||||||
|
Audit-related fees
|
1,314,609
|
-
|
||||||
|
Tax fees
|
566,430
|
-
|
||||||
|
All other fees
|
-
|
-
|
||||||
|
Total fees
|
2,521,329
|
-
|
||||||
|
Nasdaq Rules
|
Home Country Practices
|
|
|
Nasdaq Rule 5250(b)(3) requires issuers to disclose the material terms of agreements between directors or director nominees and any third-party relating to compensation in
connection with their service as a director.
|
The ASX Listing Rules do not require and, under the Recommendations, the ASX does not recommend, such disclosure.
|
|
|
Nasdaq Rule 5250(d) requires that annual and interim reports be distributed or made available to shareholders within a reasonable period of time following filing with the
Commission.
|
The ASX Listing Rules require issuers to (i) prepare an annual audited consolidated annual report that includes its financial statements, (ii) lodge such annual report with both
ASIC and the ASX within three months of the end of the issuer’s financial year and (iii) present such annual report to shareholders at an annual general meeting within five months of the end of the financial year. The ASX Listing Rules
further require issuers to prepare a half-year report that includes the issuer’s interim financial statements and lodge such half-year report with ASIC and provide such half-year report to the ASX within two months of the end of the issuer’s
financial half-year. In addition, the ASX Listing Rules require a mining producing entity to complete reports for each quarter of its financial year and provide such reports to the ASX for release to the market no later than one month after
the end of the quarter.
|
|
Nasdaq Rule 5605(b) sets forth requirements relating to director independence, including the requirements that a majority of an issuer’s board of directors be comprised of
independent directors and that independent directors have regularly scheduled meetings at which only independent directors are present.
|
The ASX does not require that a majority of the issuer’s board of directors be independent. However, under the Recommendations, the ASX recommends, but does not require, that an
issuer have a majority of independent directors on its board of directors. The ASX also does not require that the independent directors have regularly scheduled meetings at which only independent directors are present. Furthermore, the Nasdaq
and ASX definitions of what constitute an independent director are not identical, and the requirements relating to the roles and obligations of independent directors are not identical. For example, the ASX, unlike Nasdaq, permits an issuer to
establish its own materiality threshold for determining whether a transaction between a director and an issuer affects the director’s status as independent.
|
|
|
Nasdaq Rule 5605(c)(1) requires that an audit committee have a formal written charter specifying, among other information, the audit committee’s responsibility for ensuring its
receipt from the outside auditors of a formal written statement delineating all relationships between the auditor and the issuer, actively engaging in a dialogue with the auditor with respect to any disclosed relationships or services that
may impact the objectivity and independence of the auditor and for taking, or recommending that the full board take, appropriate action to oversee the independence of the outside auditor.
|
Subject to the exception provided below, under the Recommendations, the ASX recommends, but does not require, that an audit committee have a charter that clearly sets out its
role and confers on it all necessary powers to perform that role, which usually includes the right to obtain information, interview management and internal and external auditors (with or without management present), and seek advice from
external consultants or specialists where the committee considers that necessary or appropriate. The ASX Listing Rules, however, require certain issuers, which are required to have an audit committee under the ASX Listing Rules, to also have
a charter that complies with the Recommendations.
|
|
|
Nasdaq Rule 5605(c)(2) requires that issuers have an audit committee composed of at least three members, each of whom must, among other qualifications, (i) be independent; (ii)
not have participated in the preparation of the financial statements of the issuer or any current subsidiary of the issuer at any time during the past three years; and (iii) be able to read and understand fundamental financial statements,
including an issuer’s balance sheet, income statement, and cash flow statement. Additionally, each issuer must have at least one member of the audit committee who has past employment experience in finance or accounting, requisite professional
certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior
officer with financial oversight responsibilities.
|
Subject to the exception provided below, under the Recommendations, the ASX recommends, but does not require, that issuers have an audit committee which has at least three
members, all of whom are non-executive directors and a majority of whom are independent directors, and is chaired by an independent director, who is not the chair of the board. The ASX Listing Rules, however, require (i) certain issuers to
have an audit committee and (ii) certain of those issuers to compose and structure such audit committee in compliance with the Recommendations.
|
|
|
Nasdaq Rule 5605(d)(1) requires that compensation committees have a formal charter specifying, among other information, that the chief executive officer may not be present during
voting or deliberations on his or her compensation.
|
Subject to the exception provided below, under the Recommendations, the ASX recommends, but does not require, that a remuneration committee have a charter that clearly sets out
its role and confers on it all necessary powers to perform that role, which usually includes the right to obtain information, interview management and seek advice from external consultants or specialists where the committee considers that
necessary or appropriate. The ASX Listing Rules, however, require that certain issuers, which are required to have a remuneration committee under the ASX Listing Rules, to also have a charter that complies with the Recommendations.
|
|
Nasdaq Rule 5605(d)(2) requires that issuers have a compensation committee composed of at least two members, each of whom must be independent, considering additional factors
specifically relevant to determining whether a director has a relationship to the issuer which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member. Nasdaq
Rule 5605(d)(3) sets forth the specific responsibilities and authority of a compensation committee.
|
Subject to the exception provided below, under the Recommendations, the ASX recommends, but does not require, that issuers have a remuneration committee which has at least three
members, a majority of whom are independent directors and is chaired by an independent director. The ASX Listing Rules, however, require certain issuers to have a remuneration committee composed solely of non-executive directors. The specific
responsibilities and authorities of a compensation (remuneration) committee provided by Nasdaq Rule 5605(d)(3) and the Recommendations are not identical.
|
|
|
Nasdaq Rule 5605(e) requires that director nominees of an issuer be selected or recommended only by independent directors and that a formal charter or resolution be adopted to
address the nominations process and related matters.
|
The ASX Listing Rules do not require these practices. However, under the Recommendations, the ASX recommends, but does not require, that (i) issuers have a nomination committee
composed of at least three members, a majority of whom are independent, and that is chaired by an independent director and (ii) such committee have a charter that clearly sets out its role and confers on it all necessary powers to perform
that role, which usually includes the right to seek advice from external consultants or specialists where the committee considers that necessary or appropriate.
|
|
|
Nasdaq Rule 5610 requires issuers to adopt a code of conduct applicable to all directors, officers and employees that satisfies certain requirements set forth therein, including,
among others, that the code provide for an enforcement mechanism and be publicly available. The rule also requires disclosure within four business days of any determination to grant a waiver of the code of business conduct and ethics to
directors and officers.
|
The ASX Listing Rules do not require such a code or related disclosure. However, under the Recommendations, the ASX recommends, but does not require, that issuers (i) have and
disclose a code of conduct for its directors, senior executives and employees and (ii) ensure that the board or a committee of the board is informed of any material breaches of that code. The Recommendations provide various suggestions for
the content of the code of conduct, including, that the code state, among other information, the issuer’s expectation that all subject individuals act in accordance with the issuer’s stated values and in the best interests of the issuer.
|
|
|
Nasdaq Rule 5620(b) requires issuers that are not a limited partnership to solicit proxies and provide proxy statements for all meetings of shareholders and to provide copies of
such proxy solicitation material to Nasdaq.
|
The ASX Listing Rules, the Corporations Act 2001 (Cth) (the “Corporations Act”) and an issuer’s Constitution govern the notice and proxy solicitation requirements and procedures
for meetings of its shareholders. For example, at least 28 days’ written notice of a meeting of shareholders must be given to each shareholder entitled to vote at the meeting and each director; and it must be sent to the ASX. The notice of
meeting must specify the date, time and place of the meeting, state the general nature of the business to be transacted at the meeting and include a proxy form and statement of the rights of shareholders to appoint a proxy. Such notices may
be sent to shareholders physically or electronically, or by sending them sufficient information (physically or electronically) to allow them to access the notice electronically. Shareholders may elect to receive a physical or electronic
notice. As for the proxy form, it must allow a shareholder to direct their proxy to vote for or against, or abstain from voting on, each resolution. It may also provide for the proxy, in the absence of such direction, to exercise their own
discretion. The proxy form may specify a person to be the proxy where the shareholder does not exercise that choice.
|
|
|
Nasdaq Rule 5620(c) requires that each issuer that is not a limited partnership provide for a quorum as specified in its by-laws for any meeting of the holders of common stock;
provided, however, that in no case shall such quorum be less than 33 1/3 % of the outstanding shares of the issuer’s common voting stock.
|
The ASX Listing Rules do not have an express requirement that issuers have a quorum of any particular number of the outstanding ordinary shares to hold a shareholders’ meeting,
but instead allow issuers to establish their own quorum requirements.
|
|
Nasdaq Rule 5630 requires issuers that are not limited partnerships to conduct an appropriate review and oversight of all related party transactions for potential conflict of
interest situations by the audit committee or another independent body of the board of directors.
|
The ASX Listing Rules do not require and, under the Recommendations, the ASX does not recommend, this practice. However, the ASX Listing Rules and the Corporations Act set forth
certain prohibitions and approval requirements in respect of related party transactions.
|
|
|
Nasdaq Rules 5635 et seq. require issuers to obtain shareholder approval prior to the issuance of securities in connection with certain acquisitions, private placements of
securities, or the establishment or amendment of certain share option, purchase or other compensation plans.
|
The ASX Listing Rules provide generally for prior shareholder approval in numerous circumstances, including (i) issuance of equity securities exceeding 15% (or 25% under certain
circumstances) of issued share capital in any 12-month period (but, in determining the 15% limit, securities issued under an exception to the rule or with shareholder approval are not counted), (ii) issuance of equity securities to related
parties and (iii) issuances of securities to directors or their associates under an employee incentive plan.
|
|
Exhibit No.
|
Exhibit
|
|
|
Constitution of Elevra Lithium Limited (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form
S-8 filed with the SEC on October 1, 2025)
|
||
|
Description of Securities Registered under Section 12 of the Exchange Act
|
||
|
Form of Deposit Agreement among Sayona Mining Limited and The Bank of New York Mellon, as Depositary, and Owners and Holders of American
Depositary Shares (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form F-4 filed with the SEC on April 24, 2025)
|
||
|
Revised form of American Depositary Receipt (incorporated by reference to the Prospectus pursuant to Rule 424(b)(3), File No. 333-286750, filed with the SEC on
September 23, 2025).
|
||
|
Agreement and Plan of Merger, dated as of November 18, 2024, by and among Piedmont Lithium Inc., Sayona Mining Limited, and Shock MergeCo
Inc. (incorporated herein by reference to Annex A to the Company’s Registration Statement on Form F-4 filed with the SEC on April 24, 2025)
|
||
|
Amendment No. 1 to Agreement and Plan of Merger, dated as of April 22, 2025, by and among Piedmont Lithium Inc., Sayona Mining Limited,
and Shock MergeCo Inc. (incorporated herein by reference to Annex A to the Company’s Registration Statement on Form F-4 filed with the SEC on April 24, 2025)
|
||
|
Placement Agreement, dated November 19, 2024, by and between Sayona Mining Limited and Canaccord Genuity (Australia) Limited (incorporated
herein by reference to Exhibit 10.2 to the Company’s Registration Statement on Form F-4 filed with the SEC on April 24, 2025)
|
||
|
Placement Agreement, dated November 19, 2024, by and between Piedmont Lithium Inc. and Canaccord Genuity (Australia) Limited (incorporated
herein by reference to Exhibit 99.3 to the Company’s Registration Statement on Form F-4 filed with the SEC on April 24, 2025)
|
||
|
Subscription Agreement, dated November 19, 2024, by and between Sayona Mining Limited and Resource Capital Fund VIII, L.P. (incorporated
herein by reference to Exhibit 10.3 to the Company’s Registration Statement on Form F-4 filed with the SEC on April 24, 2025)
|
||
|
Information and Observation Rights Letter, dated November 19, 2024, by and between Sayona Mining Limited and Resource Capital Fund VIII
L.P. (incorporated herein by reference to Exhibit 10.4 to the Company’s Registration Statement on Form F-4 filed with the SEC on April 24, 2025)
|
||
|
Sayona Mining Limited Share and Option Plan Rules (incorporated herein by reference to Exhibit 10.5 to the Company’s Registration
Statement on Form F-4 filed with the SEC on April 24, 2025)
|
|
Amending Deed to Placement Agreement, dated April 23, 2025, by and between Sayona Mining Limited and Canaccord Genuity (Australia) Limited
(incorporated herein by reference to Exhibit 10.6 to the Company’s Registration Statement on Form F-4 filed with the SEC on April 24, 2025)
|
||
|
Amending Deed to Subscription Agreement, dated April 23, 2025, by and between Sayona Mining Limited and Resource Capital Fund VIII, L.P.
(incorporated herein by reference to Exhibit 10.7 to the Company’s Registration Statement on Form F-4 filed with the SEC on April 24, 2025)
|
||
|
Amending Deed to Subscription Agreement, dated August 12, 2025, by and between Sayona Mining Limited and Resource Capital Fund VIII, L.P.
|
||
|
Option Subscription Deed, dated August 12, 2025, by and between Sayona Mining Limited and Resource Capital Fund VIII, L.P.
|
||
|
List of significant subsidiaries of Elevra Lithium Limited
|
||
|
Trading Policy
|
||
|
Certification by the Chief Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002
|
||
|
Certification by the Chief Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002
|
||
|
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
|
||
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
|
||
|
Letter from Moore Australia Audit (QLD) Pty Ltd
|
||
|
Letter from Moore Australia Audit (WA)
|
||
|
Consent of Ernst & Young, independent registered public accounting firm
|
||
|
Consent of Moore Australia Audit (WA), independent registered public accounting firm
|
||
|
Consent of Qualified Person (Tony O’Connell) (with respect to the Authier Lithium Technical Report Summary, dated February 18, 2025, filed as
Exhibit 15.15)
|
||
|
Consent of Qualified Person (Steven Andrews) (with respect to the Authier Lithium Technical Report Summary, dated February 18, 2025, filed as
Exhibit 15.15)
|
||
|
Consent of Qualified Person (Tony O’Connell) (with respect to the Moblan Lithium Technical Report Summary, dated December 16, 2024, filed as
Exhibit 15.16)
|
||
|
Consent of Qualified Person (Steven Andrews) (with respect to the Moblan Lithium Technical Report Summary, dated December 16, 2024, filed as
Exhibit 15.16)
|
||
|
Consent of Qualified Person (Simon O’Leary) (with respect to the Moblan Lithium Technical Report Summary, dated December 16, 2024, filed as
Exhibit 15.16)
|
||
|
Consent of Qualified Person (Alan Hocking) (with respect to the Moblan Lithium Technical Report Summary, dated December 16, 2024, filed as
Exhibit 15.16)
|
||
|
Consent of Qualified Person (Tony O’Connell) (with respect to the North American Lithium Technical Report Summary, dated December 9, 2024,
filed as Exhibit 15.17)
|
||
|
Consent of Qualified Person (Steven Andrews) (with respect to the North American Lithium Technical Report Summary, dated December 9, 2024,
filed as Exhibit 15.17)
|
||
|
Consent of Qualified Person (Simon O’Leary) (with respect to the North American Lithium Technical Report Summary, dated December 9, 2024, filed as Exhibit
15.17)
|
|
Consent of Qualified Person (Alan Hocking) (with respect to the North American Lithium Technical Report Summary, dated December 9, 2024,
filed as Exhibit 15.17)
|
||
|
Authier Lithium Technical Report Summary, dated February 18, 2025 (incorporated herein by reference to Exhibit 96.3 to Amendment No. 3 of the Company’s Registration Statement on
Form F-4 filed with the SEC on June 13, 2025)
|
||
|
Moblan Lithium Technical Report Summary, dated December 16, 2024 (incorporated herein by reference to Exhibit 96.2 to Amendment No. 3 of the Company’s
Registration Statement on Form F-4 filed with the SEC on June 13, 2025)
|
||
|
North American Lithium Technical Report Summary, dated December 9, 2024 (incorporated herein by reference to Exhibit 96.1 to Amendment No. 3 of the Company’s
Registration Statement on Form F-4 filed with the SEC on June 13, 2025)
|
||
|
Compensation Recovery Policy
|
||
|
101.INS
|
Inline XBRL Instance Document
|
|
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
104
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
|
|
^
|
Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with the instructions to Form 20-F. The Registrant agrees to furnish a copy of all omitted exhibits and
schedules to the SEC upon its request.
|
| * |
Filed herewith.
|
| ** |
Furnished herewith.
|
| + |
Indicates management contract or compensatory plan.
|
| † |
Portions of this exhibit have been redacted in compliance with the instructions to Form 20-F.
|
|
|
ELEVRA LITHIUM LIMITED
|
||
|
|
|
|
|
|
|
By:
|
/s/ Lucas Dow | |
|
|
|
Name:
|
Lucas Dow |
| Title: | Managing Director and Chief Executive Officer | ||
|
Date: October 31, 2025
|
|
Report of Ernst & Young, Independent Registered Public Accounting Firm (PCAOB ID 1435)
|
F-2
|
||
|
Report of Moore Australia Audit (WA), Independent Registered Public Accounting Firm (PCAOB ID 2110)
|
F-3
|
||
|
Consolidated Financial Statements
|
F-6
|
||
|
Audited Consolidated Statements of Financial Position as of June 30, 2025 and 2024
|
F-8
|
||
|
Audited Consolidated Statement of Comprehensive Income for each of the three years in the period ended June 30, 2025
|
F-7
|
||
|
Audited Consolidated Statements of Changes in Equity for each of the three years in the period ended June 30, 2025
|
F-9
|
||
|
Audited Consolidated Statements of Cash Flows for each of the three years in the period ended June 30, 2025
|
F-10
|
||
|
Notes to the Audited Consolidated Financial Statements
|
F-11
|
![]() |
Ernst & Young
111 Eagle Street
Brisbane QLD 4000 Australia
GPO Box 7878 Brisbane QLD 4001
|
Tel: +61 7 3011 3333
Fax: +61 7 3011 3100 ey.com/au |
|
Brisbane, Australia
|
|
|
31 October 2025
|
|
Moore Australia Audit (WA)
|
|
Level 15, Exchange Tower
|
|
|
2 The Esplanade, Perth, WA 6000
|
|
|
PO Box 5785, St Georges Terrace, WA 6831
|
|
|
|
|
| T +61 8 9225 5355 |
|
| F +61 8 9225 6181 |
|
|
www.moore-australia.com.au
|
| F-6 | ||||
| F-7 |
||||
| F-8 |
||||
| F-9 | ||||
| F-10 |
||||
|
F-11
|
||||
|
1.
|
F-11
|
|||
|
2.
|
F-11
|
|||
|
3.
|
F-12
|
|||
|
F-14
|
||||
|
4.
|
F-14
|
|||
|
5.
|
F-18 | |||
|
6.
|
F-19 | |||
|
7.
|
F-20 | |||
|
8.
|
F-20 | |||
|
9.
|
F-23 | |||
| F-24 | ||||
|
10.
|
F-24 | |||
|
11.
|
F-25 | |||
|
12.
|
F-25 | |||
|
13.
|
F-26 | |||
|
14.
|
F-29 | |||
|
15.
|
F-32 | |||
|
16.
|
F-32 | |||
|
17.
|
F-33 | |||
|
Notes to the Financial Statements (continued)
|
||||
| F-35 | ||||
|
18.
|
F-35 | |||
|
19.
|
F-35 | |||
|
20.
|
F-36 | |||
|
21.
|
F-38 | |||
|
22.
|
F-38 | |||
|
23.
|
F-39 | |||
|
24.
|
F-45 | |||
|
25.
|
F-46 | |||
| F-47 | ||||
|
26.
|
F-47 | |||
|
27.
|
F-47 | |||
|
28.
|
F-48 | |||
| F-49 | ||||
|
29.
|
F-49 | |||
|
30.
|
F-52 | |||
|
31.
|
F-53 | |||
|
32.
|
F-53 | |||
|
33.
|
F-54 | |||
|
|
Note
|
2025
$’000
|
2024
$’000
Restated *
|
2023
$’000
Restated *
|
||||||||||||
|
Revenue
|
5
|
223,365
|
200,873
|
–
|
||||||||||||
|
Other income
|
6
|
11,320
|
6,131
|
4,273
|
||||||||||||
|
Expenses, excluding impairment and write down of non-financial assets
|
7
|
(347,747
|
)
|
(309,006
|
)
|
(25,794
|
)
|
|||||||||
|
Impairment and write down of non-financial assets
|
14
|
(271,310
|
)
|
(17,066
|
)
|
–
|
||||||||||
|
Loss from operations
|
(384,372
|
)
|
(119,068
|
)
|
(21,521
|
)
|
||||||||||
|
Financial income
|
21
|
4,524
|
7,668
|
16,327
|
||||||||||||
|
Financial expenses
|
21
|
(4,882
|
)
|
(4,046
|
)
|
(1,506
|
)
|
|||||||||
|
Net financial income/(expense)
|
21
|
(358
|
)
|
3,622
|
14,821
|
|||||||||||
|
Loss before income tax
|
(384,730
|
)
|
(115,446
|
)
|
(6,700
|
)
|
||||||||||
|
Income tax benefit/(expense)
|
8
|
2,989
|
(3,576
|
)
|
(3,649
|
)
|
||||||||||
|
Loss after income tax
|
(381,741
|
)
|
(119,022
|
)
|
(10,349
|
)
|
||||||||||
|
Attributable to:
|
||||||||||||||||
|
Equity holders of Elevra Lithium Limited
|
(294,290
|
)
|
(101,398
|
)
|
(11,048
|
)
|
||||||||||
|
Non-controlling interests
|
(87,451
|
)
|
(17,624
|
)
|
699
|
|||||||||||
|
Earnings per share
|
||||||||||||||||
|
Basic earnings per share (cents)
|
9
|
(409.51
|
)
|
(151.67
|
)
|
(19.53
|
)
|
|||||||||
|
Diluted earnings per share (cents)
|
9
|
(409.51
|
)
|
(151.67
|
)
|
(19.53
|
)
|
|||||||||
|
*
|
Refer to Note
32 for details on restatement of prior period comparatives.
|
|
Note
|
2025
$’000
|
2024
$’000
|
2023
$’000
|
|||||||||||||
|
Loss after income tax
|
(381,741
|
)
|
(119,022
|
)
|
(10,349
|
)
|
||||||||||
|
Other comprehensive income/(loss), net of income tax
|
||||||||||||||||
|
Items that may be reclassified to the Consolidated Statement of Profit or Loss:
|
||||||||||||||||
|
Foreign exchange rate differences on translation of foreign operations
|
10,556
|
(24,041
|
)
|
(4,408
|
)
|
|||||||||||
|
Total items that may be reclassified to the Consolidated Statement of Profit or Loss
|
10,556
|
(24,041
|
)
|
(4,408
|
)
|
|||||||||||
|
Items that will not be reclassified to the Consolidated Statement of Profit or Loss:
|
||||||||||||||||
|
Fair value adjustments on financial assets at fair value through other comprehensive income
|
25
|
34
|
3,827
|
(1,544
|
)
|
|||||||||||
|
Total items that will not be reclassified to the Consolidated Statement of Profit or Loss
|
34
|
3,827
|
(1,544
|
)
|
||||||||||||
|
Total other comprehensive income/(loss), net of income tax
|
10,590
|
(20,214
|
)
|
(5,952
|
)
|
|||||||||||
|
Total comprehensive loss
|
(371,151
|
)
|
(139,236
|
)
|
(16,301
|
)
|
||||||||||
|
Attributable to:
|
||||||||||||||||
|
Equity holders of Elevra Lithium Limited
|
(285,413
|
)
|
(116,741
|
)
|
(16,054
|
)
|
||||||||||
|
Non-controlling interests
|
(85,738
|
)
|
(22,495
|
)
|
(247
|
)
|
||||||||||
|
Note
|
2025
$’000
|
2024
$’000
|
||||||||||
|
ASSETS
|
||||||||||||
|
Current assets
|
||||||||||||
|
Cash and cash equivalents
|
18
|
72,290
|
90,624
|
|||||||||
|
Trade and other receivables
|
10
|
33,228
|
27,548
|
|||||||||
|
Inventories
|
11
|
47,321
|
73,040
|
|||||||||
|
Current tax assets
|
1,645
|
3,138
|
||||||||||
|
Other assets
|
12
|
8,575
|
23,339
|
|||||||||
|
Total current assets
|
163,059
|
217,689
|
||||||||||
|
Non-current assets
|
||||||||||||
|
Other financial assets
|
22
|
1,007
|
740
|
|||||||||
|
Property, plant and equipment
|
13
|
477,697
|
726,617
|
|||||||||
|
Other assets
|
12
|
10,951
|
—
|
|||||||||
|
Total non-current assets
|
489,655
|
727,357
|
||||||||||
|
Total assets
|
652,714
|
945,046
|
||||||||||
|
LIABILITIES
|
||||||||||||
|
Current liabilities
|
||||||||||||
|
Trade and other payables
|
15
|
49,608
|
60,876
|
|||||||||
|
Interest bearing liabilities
|
19
|
62,786
|
15,470
|
|||||||||
|
Other liabilities
|
16
|
—
|
6,084
|
|||||||||
|
Provisions
|
17
|
6,092
|
5,963
|
|||||||||
|
Total current liabilities
|
118,486
|
88,393
|
||||||||||
|
Non-current liabilities
|
||||||||||||
|
Interest bearing liabilities
|
19
|
14,765
|
15,150
|
|||||||||
|
Other liabilities
|
16
|
—
|
4,540
|
|||||||||
|
Deferred tax liabilities
|
8
|
14,543
|
16,021
|
|||||||||
|
Provisions
|
17
|
29,474
|
25,309
|
|||||||||
|
Total non-current liabilities
|
58,782
|
61,020
|
||||||||||
|
Total liabilities
|
177,268
|
149,413
|
||||||||||
|
Net assets
|
475,446
|
795,633
|
||||||||||
|
EQUITY
|
||||||||||||
|
Share capital
|
24
|
833,718
|
795,773
|
|||||||||
|
Reserves
|
25
|
(769
|
)
|
(11,991
|
)
|
|||||||
|
Accumulated losses
|
(412,730
|
)
|
(118,740
|
)
|
||||||||
|
Total equity attributable to equity holders of Elevra Lithium Limited
|
420,219
|
665,042
|
||||||||||
|
Non-controlling interests
|
55,227
|
130,591
|
||||||||||
|
Total equity
|
475,446
|
795,633
|
||||||||||
|
Attributable to equity holders of Elevra Lithium Limited
|
||||||||||||||||||||||||||||
|
Note
|
Share
capital
$’000
|
Reserves
$’000
|
Accumulated
losses
$’000
|
Total
$’000
|
Non-
controlling
interests
$’000
|
Total
equity
$’000
|
||||||||||||||||||||||
|
Balance as at 1 July 2024
|
795,773
|
(11,991
|
)
|
(118,740
|
)
|
665,042
|
130,591
|
795,633
|
||||||||||||||||||||
|
Loss after income tax
|
—
|
—
|
(294,290
|
)
|
(294,290
|
)
|
(87,451
|
)
|
(381,741
|
)
|
||||||||||||||||||
|
Other comprehensive income
|
—
|
8,877
|
—
|
8,877
|
1,713
|
10,590
|
||||||||||||||||||||||
|
Total comprehensive income/(loss)
|
—
|
8,877
|
(294,290
|
)
|
(285,413
|
)
|
(85,738
|
)
|
(371,151
|
)
|
||||||||||||||||||
|
Transactions with owners:
|
||||||||||||||||||||||||||||
|
Shares issued
|
24
|
40,000
|
—
|
—
|
40,000
|
—
|
40,000
|
|||||||||||||||||||||
|
Transaction costs
|
24
|
(2,055
|
)
|
—
|
—
|
(2,055
|
)
|
—
|
(2,055
|
)
|
||||||||||||||||||
|
Share based payments
|
25
|
—
|
2,645
|
—
|
2,645
|
—
|
2,645
|
|||||||||||||||||||||
|
Transfers and other movements
|
—
|
(300
|
)
|
300
|
—
|
10,374
|
10,374
|
|||||||||||||||||||||
|
Balance as at 30 June 2025
|
833,718
|
(769
|
)
|
(412,730
|
)
|
420,219
|
55,227
|
475,446
|
||||||||||||||||||||
|
Balance as at 1 July 2023
|
756,744
|
12,773
|
(24,738
|
)
|
744,779
|
128,666
|
873,445
|
|||||||||||||||||||||
|
Loss after income tax
|
—
|
—
|
(101,398
|
)
|
(101,398
|
)
|
(17,624
|
)
|
(119,022
|
)
|
||||||||||||||||||
|
Other comprehensive loss
|
—
|
(15,343
|
)
|
—
|
(15,343
|
)
|
(4,871
|
)
|
(20,214
|
)
|
||||||||||||||||||
|
Total comprehensive loss
|
—
|
(15,343
|
)
|
(101,398
|
)
|
(116,741
|
)
|
(22,495
|
)
|
(139,236
|
)
|
|||||||||||||||||
|
Transactions with owners:
|
||||||||||||||||||||||||||||
|
Shares issued
|
24
|
37,399
|
—
|
—
|
37,399
|
—
|
37,399
|
|||||||||||||||||||||
|
Transaction costs
|
24
|
(120
|
)
|
—
|
—
|
(120
|
)
|
—
|
(120
|
)
|
||||||||||||||||||
|
Share based payments
|
25
|
—
|
(237
|
)
|
—
|
(237
|
)
|
—
|
(237
|
)
|
||||||||||||||||||
|
Transfers and other movements
|
1,750
|
(9,184
|
)
|
7,396
|
(38
|
)
|
24,420
|
24,382
|
||||||||||||||||||||
|
Balance as at 30 June 2024
|
795,773
|
(11,991
|
)
|
(118,740
|
)
|
665,042
|
130,591
|
795,633
|
||||||||||||||||||||
|
Balance as at 1 July 2022
|
504,255
|
13,551
|
(13,782
|
)
|
504,024
|
56,597
|
560,621
|
|||||||||||||||||||||
|
Profit/(loss) after income tax
|
—
|
—
|
(11,048
|
)
|
(11,048
|
)
|
699
|
(10,349
|
)
|
|||||||||||||||||||
|
Other comprehensive loss
|
—
|
(5,006
|
)
|
—
|
(5,006
|
)
|
(946
|
)
|
(5,952
|
)
|
||||||||||||||||||
|
Total comprehensive loss
|
—
|
(5,006
|
)
|
(11,048
|
)
|
(16,054
|
)
|
(247
|
)
|
(16,301
|
)
|
|||||||||||||||||
|
Transactions with owners:
|
||||||||||||||||||||||||||||
|
Shares issued
|
24
|
262,448
|
—
|
—
|
262,448
|
—
|
262,448
|
|||||||||||||||||||||
|
Transaction costs
|
24
|
(9,959
|
)
|
—
|
—
|
(9,959
|
)
|
—
|
(9,959
|
)
|
||||||||||||||||||
|
Share based payments
|
25
|
—
|
4,320
|
—
|
4,320
|
—
|
4,320
|
|||||||||||||||||||||
|
Transfers and other movements
|
—
|
(92
|
)
|
92
|
—
|
72,316
|
72,316
|
|||||||||||||||||||||
|
Balance as at 30 June 2023
|
756,744
|
12,773
|
(24,738
|
)
|
744,779
|
128,666
|
873,445
|
|||||||||||||||||||||
|
Note
|
2025
$’000
|
2024
$’000
|
2023
$’000
|
|||||||||||||
|
Operating activities
|
||||||||||||||||
|
Loss before income tax
|
(384,730
|
)
|
(115,446
|
)
|
(6,700
|
)
|
||||||||||
|
Adjustments for:
|
–
|
|||||||||||||||
|
Depreciation and amortisation expense
|
7
|
38,597
|
33,777
|
6,162
|
||||||||||||
|
Gain on remeasurement of deferred income
|
6
|
(4,546
|
)
|
—
|
—
|
|||||||||||
|
Impairment and write down of financial assets
|
7
|
548
|
8,134
|
—
|
||||||||||||
|
Impairment and write down of non-financial assets
|
14
|
271,310
|
17,066
|
—
|
||||||||||||
|
Income from sale of tax benefits under flow through share arrangements
|
6
|
(6,084
|
)
|
(5,294
|
)
|
(2,578
|
)
|
|||||||||
|
Loss on disposal of financial assets
|
7
|
—
|
1,264
|
—
|
||||||||||||
|
Net financial income and expenses
|
21
|
358
|
(3,622
|
)
|
(14,830
|
)
|
||||||||||
|
Net movement in inventories relating to net realisable value adjustments
|
7, 11
|
4,200
|
10,437
|
—
|
||||||||||||
|
Share based payments
|
25, 30
|
2,645
|
(237
|
)
|
4,281
|
|||||||||||
|
Changes in assets and liabilities:
|
||||||||||||||||
|
Trade and other receivables
|
(5,845
|
)
|
(9,734
|
)
|
(9,176
|
)
|
||||||||||
|
Inventories
|
22,648
|
(37,122
|
)
|
(47,603
|
)
|
|||||||||||
|
Other assets
|
4,016
|
5,216
|
(19,626
|
)
|
||||||||||||
|
Trade and other payables
|
(5,381
|
)
|
21,491
|
4,466
|
||||||||||||
|
Provisions and other liabilities
|
43,852
|
5,166
|
36,999
|
|||||||||||||
|
Cash used in operations
|
(18,412
|
)
|
(68,904
|
)
|
(48,605
|
)
|
||||||||||
|
Interest received
|
4,454
|
7,713
|
2,817
|
|||||||||||||
|
Interest paid
|
(833
|
)
|
(987
|
)
|
(329
|
)
|
||||||||||
|
Net cash flows used in operating activities
|
(14,791
|
)
|
(62,178
|
)
|
(46,117
|
)
|
||||||||||
|
Investing activities
|
||||||||||||||||
|
Exploration expenditure
|
(31,523
|
)
|
(26,281
|
)
|
(66,274
|
)
|
||||||||||
|
Exploration expenditure expensed and included in operating cash flows
|
1,562
|
—
|
—
|
|||||||||||||
|
Purchases of property, plant and equipment
|
(19,666
|
)
|
(102,448
|
)
|
(127,088
|
)
|
||||||||||
|
Investments in financial assets
|
—
|
—
|
(14,431
|
)
|
||||||||||||
|
Cash outflows from investing activities
|
(49,627
|
)
|
(128,729
|
)
|
(207,793
|
)
|
||||||||||
|
Proceeds from sale of financial assets
|
—
|
14,690
|
—
|
|||||||||||||
|
Proceeds from sale of property, plant and equipment
|
—
|
—
|
63
|
|||||||||||||
|
Net cash flows used in investing activities
|
(49,627
|
)
|
(114,039
|
)
|
(207,730
|
)
|
||||||||||
|
Financing activities
|
||||||||||||||||
|
Proceeds from non-controlling interests
|
10,374
|
24,420
|
72,316
|
|||||||||||||
|
Proceeds from interest bearing liabilities
|
1,191
|
—
|
110
|
|||||||||||||
|
Repayment of interest bearing liabilities
|
(3,435
|
)
|
(2,728
|
)
|
(776
|
)
|
||||||||||
|
Proceeds from issue of shares and exercise of options
|
24
|
40,000
|
37,399
|
217,913
|
||||||||||||
|
Transaction costs associated with issue of shares and options
|
(2,055
|
)
|
(1,211
|
)
|
(9,959
|
)
|
||||||||||
|
Net cash flows from financing activities
|
46,075
|
57,880
|
279,604
|
|||||||||||||
|
Net decrease in cash and cash equivalents
|
(18,343
|
)
|
(118,337
|
)
|
25,757
|
|||||||||||
|
Cash and cash equivalents at the beginning of the financial year
|
90,624
|
211,119
|
184,559
|
|||||||||||||
|
Foreign exchange rate differences on cash and cash equivalents
|
9
|
(2,158
|
)
|
803
|
||||||||||||
|
Cash and cash equivalents at the end of the financial year
|
72,290
|
90,624
|
211,119
|
|||||||||||||
|
|
Note |
|
|
|
5 |
Revenue
|
|
|
8 |
Tax |
|
|
13 |
Property, Plant and Equipment
|
|
|
14 |
Impairment of Non-Financial Assets
|
|
|
17 |
Provisions
|
|
a)
|
provide clarification on the timing of recognition and derecognition of financial assets and financial liabilities, particularly when they are settled using electronic payment systems. The amendment also
provides an exception, if certain criteria are met, for the timing of derecognition of certain financial liabilities settled using an electronic payment system;
|
|
b)
|
provide further guidance about specific types of financial assets, specifically contractually linked instruments (CLIs);
|
|
c)
|
provide clarification of the classification of financial assets that are linked to environmental, social and governance (ESG) and similar characteristics; and
|
|
d)
|
require additional disclosure requirements with respect to investments in equity instruments measured at fair value through other comprehensive income and financial instruments
with contingent features.
|
|
a)
|
better align the presentation of the statement of profit or loss to the categories in the statement of cash flows by introducing two new defined subtotals – operating profit and profit before financing and income taxes
(EBIT);
|
|
b)
|
require disclosure of management-defined performance measures – subtotals of income and expenses not specified by IFRS Accounting Standards that are used in public communications to communicate management’s view of an
aspect of a company’s financial performance (such as funds from operations, cash profit, etc); and
|
|
c)
|
enhance the requirements for aggregation and disaggregation to help a company to provide useful information.
|
|
4.
|
Segment Reporting
|
|
(a)
|
Identification of reportable segments
|
|
Reportable segment
|
Principal activities
|
|
Australian operations
|
Operations located in Western Australia, Australia
|
|
Lithium and gold projects
|
Exploration of lithium and gold tenements in the Pilbara and Yilgarn regions
|
|
Canadian operations
|
Operations located in Québec, Canada
|
|
Abitibi-Témiscamingue Hub
|
|
|
North American Lithium (NAL)
|
Lithium mining and processing
|
|
Authier Lithium Project
|
Hard rock lithium deposit
|
|
Pontiac Claims
|
Exploration site for lithium pegmatite occurrences
|
|
Tansim Lithium Project
|
Exploration site for lithium, tantalum and beryllium
|
|
Vallée Lithium Project
|
Mineral rights claims located adjacent to NAL
|
|
Eeyou Istchee James Bay Hub
|
|
|
Lac Albert Lithium Project
|
Exploration site for lithium pegmatite occurrences
|
|
Moblan Lithium Project
|
Hard rock lithium deposit host to high-grade spodumene mineralisation
|
|
Troilus Claims
|
Wholly owned claims located adjacent to the Moblan Lithium Project
|
|
Corporate
|
Corporate activities not directly related to operations
|
|
(b)
|
Segment results
|
|
4.
|
Segment Reporting (continued)
|
|
(b)
|
Segment results (continued)
|
|
Year ended 30 June 2025
|
Australian
operations
$’000
|
Canadian
operations
$’000
|
Corporate
$’000
|
Group /
unallocated
items and
eliminations
$’000
|
Total
$’000
|
|||||||||||||||
|
Revenue
|
–
|
223,365
|
–
|
–
|
223,365
|
|||||||||||||||
|
Total revenue
|
–
|
223,365
|
–
|
–
|
223,365
|
|||||||||||||||
|
Underlying EBITDA
|
(1,751
|
)
|
(60,402
|
)
|
(4,762
|
)
|
–
|
(66,915
|
)
|
|||||||||||
|
Underlying depreciation and amortisation expense (1)
|
(2
|
)
|
(39,908
|
)
|
(146
|
)
|
–
|
(40,056
|
)
|
|||||||||||
|
Underlying earnings adjustments (2)
|
–
|
(264,880
|
)
|
(385,692
|
)
|
373,171
|
(277,401
|
)
|
||||||||||||
|
Profit/(loss) from operations
|
(1,753
|
)
|
(365,190
|
)
|
(390,600
|
)
|
373,171
|
(384,372
|
)
|
|||||||||||
|
Net financial expense
|
(358
|
)
|
||||||||||||||||||
|
Loss before income tax
|
(384,730
|
)
|
||||||||||||||||||
|
Income tax benefit
|
2,989
|
|||||||||||||||||||
|
Loss after income tax
|
(381,741
|
)
|
||||||||||||||||||
|
Underlying exploration expenditure
|
–
|
27,345
|
–
|
–
|
27,345
|
|||||||||||||||
|
Underlying capital expenditure (3)
|
–
|
19,629
|
98
|
–
|
19,727
|
|||||||||||||||
|
Total underlying assets
|
264
|
646,079
|
445,711
|
(439,340
|
)
|
652,714
|
||||||||||||||
|
Total underlying liabilities
|
12
|
176,534
|
4,234
|
(3,512
|
)
|
177,268
|
||||||||||||||
|
Year ended 30 June 2024
|
||||||||||||||||||||
|
Revenue
|
–
|
200,873
|
–
|
–
|
200,873
|
|||||||||||||||
|
Total revenue
|
–
|
200,873
|
–
|
–
|
200,873
|
|||||||||||||||
|
Underlying EBITDA
|
(193
|
)
|
(49,091
|
)
|
(4,870
|
)
|
–
|
(54,154
|
)
|
|||||||||||
|
Underlying depreciation and amortisation expense (1)
|
(2
|
)
|
(33,207
|
)
|
(98
|
)
|
–
|
(33,307
|
)
|
|||||||||||
|
Underlying earnings adjustments (2)
|
(5,930
|
)
|
(24,413
|
)
|
(40,760
|
)
|
39,496
|
(31,607
|
)
|
|||||||||||
|
Profit/(loss) from operations
|
(6,125
|
)
|
(106,711
|
)
|
(45,728
|
)
|
39,496
|
(119,068
|
)
|
|||||||||||
|
Net financial income
|
3,622
|
|||||||||||||||||||
|
Loss before income tax
|
(115,446
|
)
|
||||||||||||||||||
|
Income tax expense
|
(3,576
|
)
|
||||||||||||||||||
|
Loss after income tax
|
(119,022
|
)
|
||||||||||||||||||
|
Underlying exploration expenditure
|
2,534
|
31,152
|
–
|
–
|
33,686
|
|||||||||||||||
|
Underlying capital expenditure (3)
|
–
|
105,528
|
37
|
–
|
105,565
|
|||||||||||||||
|
Total underlying assets
|
36
|
881,307
|
814,010
|
(750,307
|
)
|
945,046
|
||||||||||||||
|
Total underlying liabilities
|
119
|
138,474
|
14,106
|
(3,286
|
)
|
149,413
|
||||||||||||||
|
(1)
|
Underlying depreciation and amortisation expense is comprised of depreciation and
amortisation expense and other non-cash inventory movements recognised within ‘Changes in inventories of finished goods and work in progress’. Refer to Note 7 for further details.
|
|
(2)
|
Refer to Note 4 (c) for further details.
|
|
(3)
|
Underlying capital expenditure excludes
capitalised exploration expenditure.
|
|
4.
|
Segment Reporting (continued)
|
|
(b)
|
Segment results (continued)
|
|
Year ended 30 June 2023
|
Australian
operations
$’000
|
Canadian
operations
$’000
|
Corporate
$’000
|
Group /
unallocated
items and
eliminations
$’000
|
Total
$’000
|
|||||||||||||||
|
Revenue
|
–
|
–
|
–
|
–
|
–
|
|||||||||||||||
|
Total revenue
|
–
|
–
|
–
|
–
|
–
|
|||||||||||||||
|
Underlying EBITDA
|
(247
|
)
|
(14,604
|
)
|
(8,614
|
)
|
–
|
(23,465
|
)
|
|||||||||||
|
Underlying depreciation and amortisation expense (1)
|
–
|
(569
|
)
|
(65
|
)
|
–
|
(634
|
)
|
||||||||||||
|
Underlying earnings adjustments (2)
|
–
|
2,578
|
–
|
–
|
2,578
|
|||||||||||||||
|
Loss from operations
|
(247
|
)
|
(12,595
|
)
|
(8,679
|
)
|
–
|
(21,521
|
)
|
|||||||||||
|
Net financial income
|
14,821
|
|||||||||||||||||||
|
Loss before income tax
|
(6,700
|
)
|
||||||||||||||||||
|
Income tax expense
|
(3,649
|
)
|
||||||||||||||||||
|
Loss after income tax
|
(10,349
|
)
|
||||||||||||||||||
|
Underlying exploration expenditure
|
593
|
91,773
|
–
|
–
|
92,366
|
|||||||||||||||
|
Underlying capital expenditure (3)
|
5
|
152,989
|
40
|
–
|
153,034
|
|||||||||||||||
|
Total underlying assets
|
3,750
|
839,539
|
805,945
|
(639,661
|
)
|
1,009,573
|
||||||||||||||
|
Total underlying liabilities
|
17
|
124,084
|
9,804
|
2,223
|
136,128
|
|||||||||||||||
|
(1)
|
Underlying depreciation and amortisation expense is comprised of depreciation and amortisation expense and other non-cash inventory movements recognised within ‘Changes in inventories of finished goods
and work in progress’. Refer to Note 7 for further details.
|
|
(2)
|
Refer to Note 4 (c) for further details.
|
|
(3)
|
Underlying capital expenditure excludes capitalised exploration expenditure.
|
|
4.
|
Segment Reporting (continued)
|
|
(c)
|
Underlying results reconciliation
|
|
2025
$’000
|
2024
$’000
|
2023
$’000
|
||||||||||
|
Underlying EBITDA
|
(66,915
|
)
|
(54,154
|
)
|
(23,465
|
)
|
||||||
|
Underlying depreciation and amortisation expense
|
(40,056
|
)
|
(33,307
|
)
|
(634
|
)
|
||||||
|
Underlying earnings adjustments
|
||||||||||||
|
Gain on remeasurement of deferred income (1)
|
4,546
|
–
|
–
|
|||||||||
|
Income from sale of tax benefits under flow through share arrangements (2)
|
6,084
|
5,294
|
2,578
|
|||||||||
|
Impairment and write down of financial assets (3)
|
–
|
(8,134
|
)
|
–
|
||||||||
|
Impairment and write down of non-financial assets (4)
|
(271,310
|
)
|
(17,066
|
)
|
–
|
|||||||
|
Loss on disposal of financial assets (5)
|
–
|
(1,264
|
)
|
–
|
||||||||
|
Merger transaction and integration costs (6)
|
(12,521
|
)
|
–
|
–
|
||||||||
|
Net movement in inventories relating to net realisable value adjustments (7)
|
(4,200
|
)
|
(10,437
|
)
|
–
|
|||||||
|
Loss from operations
|
(384,372
|
)
|
(119,068
|
)
|
(21,521
|
)
|
||||||
|
Net financial income/(expense)
|
(358
|
)
|
3,622
|
14,821
|
||||||||
|
Income tax benefit/(expense)
|
2,989
|
(3,576
|
)
|
(3,649
|
)
|
|||||||
|
Loss after income tax
|
(381,741
|
)
|
(119,022
|
)
|
(10,349
|
)
|
||||||
|
(1)
|
Adjustment to profit/(loss) for the Canadian
operations segment.
|
|
(2)
|
Adjustment to profit/(loss) for the Canadian
operations segment. Refer to Note 16 (a) for further details.
|
|
(3)
|
Adjustment to profit/(loss) for the Canadian operations segment.
|
|
(4)
|
Adjustment to profit/(loss) for both the Australian operations segment of nil (2024: $5.9 million;
2023: Nil) and Canadian operations segment of $271.3 million (2024: $11.2 million; 2023: Nil).
|
|
(5)
|
Adjustment to profit/(loss) for the Corporate
segment.
|
|
(6)
|
Adjustment to profit/(loss) for the Corporate
segment. Refer to Note 7 for further details.
|
|
(7)
|
Adjustment to profit/(loss) for the Canadian
operations segment. Refer to Note 11 for further details.
|
|
(d)
|
Major customers
|
|
2025
%
|
2024
%
|
2023
%
|
||||||||||
|
External Customer 1
|
67
|
45
|
–
|
|||||||||
|
External Customer 2
|
33
|
–
|
–
|
|||||||||
|
External Customer 3
|
–
|
29
|
–
|
|||||||||
|
External Customer 4
|
–
|
25
|
–
|
|||||||||
|
5.
|
Revenue
|
|
2025
$’000
|
2024
$’000
|
2023
$’000
|
||||||||||
|
Sales revenue from contracts with customers
|
230,165
|
254,597
|
–
|
|||||||||
|
Other revenue (1)
|
(6,800
|
)
|
(53,724
|
)
|
–
|
|||||||
|
Total revenue (2)
|
223,365
|
200,873
|
–
|
|||||||||
|
(1)
|
Other revenue relates predominantly to provisional pricing
adjustments recognised at fair value.
|
|
(2)
|
Revenue relates solely to the sale of spodumene concentrate from North American Lithium. Refer to Note
5 (b) for a disaggregation of revenue by primary geographical market.
|
|
(a)
|
Provisional pricing adjustments
|
|
5.
|
Revenue (continued)
|
|
(b)
|
Disaggregation of revenue from contracts with customers
|
|
2025
$’000
|
2024
$’000
|
2023
$’000
|
||||||||||
|
Primary geographical markets (1)
|
||||||||||||
|
China
|
213,062
|
197,666
|
–
|
|||||||||
|
United States of America
|
10,303
|
3,207
|
–
|
|||||||||
|
223,365
|
200,873
|
–
|
||||||||||
|
(1)
|
Revenue is primarily presented by the geographical
destination of the product.
|
|
(c)
|
Contract balances
|
|
2025
$’000
|
2024
$’000
|
|||||||
|
Receivables, which are included in ‘Trade and other receivables’
|
23,053
|
9,208
|
||||||
|
Contract liabilities, which are included in ‘Interest bearing liabilities’ (1)
|
44,955
|
–
|
||||||
|
(1)
|
Refer to Note 19 (a) for further details.
|
|
7.
|
Expenses
|
|
2025
$’000
|
2024
$’000
|
2023
$’000
|
||||||||||
|
Acquisition and transaction costs
|
–
|
441
|
–
|
|||||||||
|
Administration and corporate overheads
|
4,817
|
6,798
|
8,040
|
|||||||||
|
Changes in inventories of finished goods and work in progress
|
25,491
|
(32,623
|
)
|
(41,408
|
)
|
|||||||
|
Depreciation and amortisation expense
|
38,597
|
33,777
|
6,162
|
|||||||||
|
Employee benefits expense
|
43,133
|
46,501
|
18,928
|
|||||||||
|
External services
|
171,740
|
176,140
|
21,970
|
|||||||||
|
Impairment and write down of financial assets
|
548
|
8,134
|
–
|
|||||||||
|
Loss on disposal of financial assets
|
–
|
1,264
|
–
|
|||||||||
|
Net movement in inventories relating to net realisable value adjustments (1)
|
4,200
|
10,437
|
–
|
|||||||||
|
Raw materials and consumables used
|
46,694
|
44,769
|
5,060
|
|||||||||
|
All other operating expenses
|
12,527
|
13,368
|
7,042
|
|||||||||
|
Total expenses (2)
|
347,747
|
309,006
|
25,794
|
|||||||||
|
(1)
|
Refer to Note 11 for details on the net movement in
inventories relating to net realisable value adjustments.
|
|
(2)
|
The amount reported for the year ended 30 June 2025 includes $12.5 million of non-recurring merger transaction and integration costs (2024 and 2023: Nil), of which $12.3 million is included within ‘External services’
and $0.2 million is included within ‘Administration and corporate overheads’.
|
|
8.
|
Tax
|
|
(a)
|
Income tax expense
|
|
2025
$’000
|
2024
$’000
|
2023
$’000
|
||||||||||
|
Current income tax benefit/(expense)
|
1,226
|
(1,008
|
)
|
–
|
||||||||
|
Deferred income tax benefit/(expense)
|
1,763
|
(2,568
|
)
|
(3,649
|
)
|
|||||||
|
Total income tax benefit/(expense)
|
2,989
|
(3,576
|
)
|
(3,649
|
)
|
|||||||
|
8.
|
Tax (continued)
|
|
(b)
|
Reconciliation of prima facie tax expense to income tax expense
|
|
2025
$’000
|
2024
$’000
|
2023
$’000
|
||||||||||
|
Loss before income tax
|
(384,730
|
)
|
(115,446
|
)
|
(6,700
|
)
|
||||||
|
Income tax on loss before income tax calculated at 30 per cent (2024 and
2023: 30 per cent)
|
115,419
|
34,634
|
2,010
|
|||||||||
|
Adjust for tax effect of:
|
||||||||||||
|
Mining tax
|
144
|
73
|
(1,650
|
)
|
||||||||
|
Non-assessable income
|
1,825
|
18
|
4,820
|
|||||||||
|
Non-deductible expenses
|
(12,217
|
)
|
(6,798
|
)
|
(4,366
|
)
|
||||||
|
Other assessable income
|
–
|
(1,926
|
)
|
–
|
||||||||
|
Other deductible expenses
|
–
|
1,523
|
–
|
|||||||||
|
Prior period adjustments
|
5,887
|
–
|
–
|
|||||||||
|
Tax losses and temporary differences not brought to account
|
(94,967
|
)
|
(27,318
|
)
|
(4,463
|
)
|
||||||
|
Tax rate differential on non-Australian income
|
(13,102
|
)
|
(3,782
|
)
|
–
|
|||||||
|
Total income tax benefit/(expense)
|
2,989
|
(3,576
|
)
|
(3,649
|
)
|
|||||||
|
(c)
|
Deferred tax balances
|
|
Deferred tax assets
|
Deferred tax liabilities
|
Deferred tax charged/
(credited) to profit or loss (1)
|
||||||||||||||||||||||
|
2025
$’000
|
2024
$’000
|
2025
$’000
|
2024
$’000
|
2025
$’000
|
2024
$’000
|
|||||||||||||||||||
|
Temporary differences
|
||||||||||||||||||||||||
|
Deferred income
|
2,016
|
1,989
|
–
|
–
|
(32
|
)
|
(117
|
)
|
||||||||||||||||
|
Property, plant and equipment
|
–
|
5,565
|
22,816
|
69,003
|
(48,538
|
)
|
(25,642
|
)
|
||||||||||||||||
|
Provisions
|
751
|
10,286
|
–
|
–
|
11,393
|
3,824
|
||||||||||||||||||
|
Tax losses
|
5,506
|
34,175
|
–
|
–
|
34,259
|
23,539
|
||||||||||||||||||
|
Other
|
–
|
3,927
|
–
|
2,960
|
1,155
|
964
|
||||||||||||||||||
|
Total
|
8,273
|
55,942
|
22,816
|
71,963
|
(1,763
|
)
|
2,568
|
|||||||||||||||||
|
Set off temporary differences
|
(8,273
|
)
|
(55,942
|
)
|
(8,273
|
)
|
(55,942
|
)
|
–
|
–
|
||||||||||||||
|
Total
|
–
|
–
|
14,543
|
16,021
|
(1,763
|
)
|
2,568
|
|||||||||||||||||
|
(1)
|
Deferred tax charged/(credited) to profit or loss does not reconcile to the movement in the respective
deferred tax asset and deferred tax liability balances due to amounts charged/(credited) to equity.
|
| • |
temporary differences on the initial recognition of assets or liabilities in a transaction that:
|
|
(a)
|
is not a business combination; and
|
|
(b)
|
at the time of the transaction:
|
|
(i)
|
affects neither accounting nor taxable profit or loss; and
|
|
(ii)
|
does not give rise to equal taxable and deductible temporary differences;
|
| • |
temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will
not reverse in the foreseeable future; and
|
| • |
taxable temporary differences arising on the initial recognition of goodwill.
|
|
8.
|
Tax (continued)
|
|
(d)
|
Movement in deferred tax balances
|
|
2025
$’000
|
2024
$’000
|
2023
$’000
|
||||||||||
|
At the beginning of the financial year
|
16,021
|
13,983
|
10,174
|
|||||||||
|
Charged/(credited) to profit or loss
|
(1,763
|
)
|
2,568
|
3,649
|
||||||||
|
Charged/(credited) to equity
|
285
|
(530
|
)
|
160
|
||||||||
|
At the end of the financial year
|
14,543
|
16,021
|
13,983
|
|||||||||
|
(e)
|
Unrecognised deferred tax assets and liabilities
|
|
2025
$’000
|
2024
$’000
|
|||||||
|
Tax losses – capital
|
6,703
|
6,736
|
||||||
|
Tax losses – revenue
|
99,872
|
53,857
|
||||||
|
Temporary differences
|
91,929
|
1,810
|
||||||
|
Total unrecognised deferred tax assets
|
198,504
|
62,403
|
||||||
|
(f)
|
Tax losses carried forward
|
|
(g)
|
Tax consolidation
|
|
9.
|
Earnings per Share
|
|
2025
|
2024
Restated *
|
2023
Restated *
|
||||||||||
|
Loss attributable to equity holders of Elevra Lithium Limited ($’000)
|
(294,290
|
)
|
(101,398
|
)
|
(11,048
|
)
|
||||||
|
Weighted average number of ordinary shares (‘000)
|
||||||||||||
|
Basic earnings per share denominator (1)
|
71,864
|
66,853
|
56,556
|
|||||||||
|
Ordinary shares contingently issuable (2)
|
–
|
–
|
–
|
|||||||||
|
Diluted earnings per share denominator
|
71,864
|
66,853
|
56,556
|
|||||||||
|
Earnings per share (cents)
|
||||||||||||
|
Basic
|
(409.51
|
)
|
(151.67
|
)
|
(19.53
|
)
|
||||||
|
Diluted
|
(409.51
|
)
|
(151.67
|
)
|
(19.53
|
)
|
||||||
|
*
|
Refer to Note 32 for details on restatement of prior period comparatives.
|
|
(1)
|
The weighted average number of ordinary shares at the end of each reporting period has been
adjusted for the 150:1 share consolidation which occurred on 22 September 2025. Refer to Note 32 and 33 for further details.
|
|
(2)
|
The weighted average number of contingently issuable ordinary shares as at 30 June 2025 is 1.8 million (2024: 0.1
million; 2023: 1.6 million). The inclusion of these contingently issuable ordinary shares would have the effect of reducing
the loss per share. Accordingly, these potential ordinary shares have not been included in the determination of diluted earnings per share.
|
|
10.
|
Trade and Other Receivables
|
|
2025
$’000
|
2024
$’000
|
|||||||
|
Trade receivables
|
23,053
|
9,208
|
||||||
|
GST/QST receivable from taxation authorities
|
9,777
|
15,671
|
||||||
|
Other receivables – provisional pricing adjustments (1)
|
157
|
–
|
||||||
|
Other receivables
|
241
|
2,669
|
||||||
|
Total trade and other receivables (2)
|
33,228
|
27,548
|
||||||
|
Comprising:
|
||||||||
|
Current
|
33,228
|
27,548
|
||||||
|
Non-current
|
–
|
–
|
||||||
|
(1)
|
Refer to Note 5 (a) for details on provisional pricing adjustments.
|
|
(2)
|
Net of allowances for expected credit losses of $1.7
million (2024: $1.9 million).
|
|
11.
|
Inventories
|
|
2025
$’000
|
2024
$’000
|
|||||||
|
Raw materials and consumables
|
13,572
|
10,504
|
||||||
|
Work in progress
|
12,926
|
25,608
|
||||||
|
Finished goods
|
20,823
|
36,928
|
||||||
|
Total inventories
|
47,321
|
73,040
|
||||||
|
Comprising:
|
||||||||
|
Current
|
47,321
|
73,040
|
||||||
|
Non-current
|
–
|
–
|
||||||
|
(a)
|
Inventories recognised as an expense
|
|
(b)
|
Net movement in inventories relating to net realisable value adjustments
|
|
12.
|
Other Assets
|
|
2025
$’000
|
2024
$’000
|
|||||||
|
Deposits
|
16,340
|
18,530
|
||||||
|
Prepayments
|
3,186
|
4,809
|
||||||
|
Total other assets
|
19,526
|
23,339
|
||||||
|
Comprising:
|
||||||||
|
Current
|
8,575
|
23,339
|
||||||
|
Non-current
|
10,951
|
–
|
||||||
|
13.
|
Property, Plant and Equipment
|
|
Year ended 30 June 2025
|
Land and
buildings
$’000
|
Plant and
equipment
$’000
|
Mine
properties
$’000
|
Capital
works in
progress
$’000
|
Exploration
and
evaluation
$’000
|
Total
$’000
|
||||||||||||||||||
|
Cost
|
||||||||||||||||||||||||
|
At the beginning of the financial year
|
48,631
|
355,931
|
256,932
|
28,138
|
84,487
|
773,119
|
||||||||||||||||||
|
Additions
|
–
|
–
|
65
|
19,662
|
27,345
|
47,072
|
||||||||||||||||||
|
Changes in closure provision estimate
|
–
|
3,246
|
–
|
–
|
–
|
3,246
|
||||||||||||||||||
|
Disposals
|
–
|
–
|
–
|
(575
|
)
|
(509
|
)
|
(1,084
|
)
|
|||||||||||||||
|
Foreign exchange rate differences
|
247
|
6,341
|
5,985
|
984
|
1,230
|
14,787
|
||||||||||||||||||
|
Transfers and other movements
|
6,528
|
7,121
|
10
|
(12,115
|
)
|
(1,544
|
)
|
–
|
||||||||||||||||
|
At the end of the financial year
|
55,406
|
371,639
|
262,992
|
36,094
|
111,009
|
837,140
|
||||||||||||||||||
|
Accumulated depreciation and impairment
|
||||||||||||||||||||||||
|
At the beginning of the financial year
|
(1,319
|
)
|
(34,049
|
)
|
(3,903
|
)
|
–
|
(7,231
|
)
|
(46,502
|
)
|
|||||||||||||
|
Depreciation charge for the year
|
(3,721
|
)
|
(27,711
|
)
|
(7,165
|
)
|
–
|
–
|
(38,597
|
)
|
||||||||||||||
|
Impairment charge for the year (1)
|
(25,287
|
)
|
(164,815
|
)
|
(67,815
|
)
|
(13,393
|
)
|
–
|
(271,310
|
)
|
|||||||||||||
|
Disposals
|
–
|
–
|
–
|
–
|
509
|
509
|
||||||||||||||||||
|
Foreign exchange rate differences
|
(287
|
)
|
(1,196
|
)
|
(1,918
|
)
|
(124
|
)
|
(18
|
)
|
(3,543
|
)
|
||||||||||||
|
Transfers and other movements
|
–
|
–
|
–
|
–
|
–
|
–
|
||||||||||||||||||
|
At the end of the financial year
|
(30,614
|
)
|
(227,771
|
)
|
(80,801
|
)
|
(13,517
|
)
|
(6,740
|
)
|
(359,443
|
)
|
||||||||||||
|
Net book value as at 30 June 2025
|
24,792
|
143,868
|
182,191
|
22,577
|
104,269
|
477,697
|
||||||||||||||||||
|
Year ended 30 June 2024
|
||||||||||||||||||||||||
|
Cost
|
||||||||||||||||||||||||
|
At the beginning of the financial year
|
6,215
|
322,193
|
230,126
|
158
|
129,958
|
688,650
|
||||||||||||||||||
|
Additions
|
–
|
1,963
|
–
|
105,565
|
33,341
|
140,869
|
||||||||||||||||||
|
Changes in closure provision estimate
|
–
|
(10,121
|
)
|
–
|
–
|
–
|
(10,121
|
)
|
||||||||||||||||
|
Disposals
|
–
|
(93
|
)
|
–
|
(4,991
|
)
|
(4,809
|
)
|
(9,893
|
)
|
||||||||||||||
|
Foreign exchange rate differences
|
(611
|
)
|
(8,488
|
)
|
(4,057
|
)
|
(8,518
|
)
|
(7,245
|
)
|
(28,919
|
)
|
||||||||||||
|
Transfers and other movements (2)
|
43,027
|
49,477
|
30,863
|
(64,076
|
)
|
(66,758
|
)
|
(7,467
|
)
|
|||||||||||||||
|
At the end of the financial year
|
48,631
|
355,931
|
256,932
|
28,138
|
84,487
|
773,119
|
||||||||||||||||||
|
Accumulated depreciation and impairment
|
||||||||||||||||||||||||
|
At the beginning of the financial year
|
(406
|
)
|
(5,005
|
)
|
(1,166
|
)
|
–
|
–
|
(6,577
|
)
|
||||||||||||||
|
Depreciation charge for the year
|
(921
|
)
|
(29,976
|
)
|
(2,880
|
)
|
–
|
–
|
(33,777
|
)
|
||||||||||||||
|
Impairment charge for the year (1)
|
–
|
–
|
–
|
–
|
(7,266
|
)
|
(7,266
|
)
|
||||||||||||||||
|
Disposals
|
–
|
72
|
–
|
–
|
–
|
72
|
||||||||||||||||||
|
Foreign exchange rate differences
|
8
|
860
|
143
|
–
|
35
|
1,046
|
||||||||||||||||||
|
Transfers and other movements
|
–
|
–
|
–
|
–
|
–
|
–
|
||||||||||||||||||
|
At the end of the financial year
|
(1,319
|
)
|
(34,049
|
)
|
(3,903
|
)
|
–
|
(7,231
|
)
|
(46,502
|
)
|
|||||||||||||
|
Net book value as at 30 June 2024
|
47,312
|
320,882
|
253,029
|
28,138
|
77,256
|
726,617
|
||||||||||||||||||
|
(1)
|
Refer to Note 14 for further details
on impairment of non-financial assets.
|
|
(2)
|
The credit balance of $7.5 million relates to the reclassification of amounts previously recognised as deferred income.
|
|
13.
|
Property, Plant and Equipment (continued)
|
|
(a)
|
Mine properties
|
| • |
capitalised development and production stripping costs;
|
| • |
capitalised exploration, evaluation and development expenditure where commercial viability has been demonstrated; and
|
| • |
mineral rights acquired.
|
|
(i)
|
Capitalised development and production stripping costs
|
| • |
the production stripping activity improves access to a specific component of the ore body and it is probable that economic benefits arising from the improved access to future ore production will be realised;
|
| • |
the component of the ore body for which access has been improved can be identified; and
|
| • |
costs associated with that component can be measured reliably.
|
|
(b)
|
Capital works in progress
|
|
13.
|
Property, Plant and Equipment (continued)
|
|
(c)
|
Right-of-use assets
|
|
(d)
|
Exploration and evaluation expenditure
|
|
(e)
|
Depreciation and amortisation
|
|
Asset category
|
Depreciation method
|
|
Buildings
|
2 to 20
years straight-line
|
|
Mine properties (including mineral rights)
|
Based on ore reserves on a units of production basis
|
|
Plant and equipment
|
2 to 20
years straight-line
|
|
Right-of-use assets
|
Based on the shorter of the asset’s useful life or term of the lease (straight-line)
|
|
14.
|
Impairment of Non-Financial Assets
|
|
2025
$’000
|
2024
$’000
|
2023
$’000
|
||||||||||
|
Impairment of non-financial assets
|
||||||||||||
|
Property, plant and equipment
|
||||||||||||
|
Capital works in progress
|
13,393
|
–
|
–
|
|||||||||
|
Exploration and evaluation
|
–
|
7,266
|
–
|
|||||||||
|
Land and buildings
|
25,287
|
–
|
–
|
|||||||||
|
Mine properties
|
67,815
|
–
|
–
|
|||||||||
|
Plant and equipment (1)
|
164,815
|
–
|
–
|
|||||||||
|
Write down of non-financial assets
|
||||||||||||
|
Property, plant and equipment
|
||||||||||||
|
Capital works in progress
|
–
|
4,991
|
–
|
|||||||||
|
Exploration and evaluation
|
–
|
4,809
|
–
|
|||||||||
|
Total impairment and write down of non-financial assets (2)
|
271,310
|
17,066
|
–
|
|||||||||
|
(1)
|
The impairment of $164.8 million for the year ended 30 June 2025 includes an allocation of $0.9 million to right-of-use assets.
|
|
(2)
|
The total impairment and write down of $271.3 million for the year ended 30 June 2025 relates to North American Lithium. The total impairment and write down of $17.1 million for the year ended 30 June 2024 relates to the Australian operations ($5.9 million), Corporate ($5.1 million), Vallée Lithium Project ($4.0 million), and various other individually immaterial projects ($2.1 million).
|
|
14.
|
Impairment of Non-Financial Assets (continued)
|
|
(a)
|
Impairment of non-current assets (excluding goodwill)
|
| • |
spodumene concentrate prices;
|
| • |
foreign exchange rates;
|
| • |
operating and capital expenditure;
|
| • |
discount rate;
|
| • |
regulatory approvals; and
|
| • |
future production (i.e. Mineral Resource and Ore Reserve estimates).
|
|
Key assumptions (real)
|
Assumptions used
|
|
Spodumene concentrate prices (US$ per tonne)
|
US$655 – US$1,374
|
|
Foreign exchange rates (CAD/USD)
|
0.7332
|
|
Unit operating costs (C$ per tonne)
|
C$923 – C$1,231
|
|
Discount rate (post-tax)
|
10.0%
|
|
14.
|
Impairment of Non-Financial Assets (continued)
|
|
Impact on recoverable amount
A$ million
|
||||||||||||
|
Key assumptions (real)
|
Change
|
Favourable
|
Unfavourable
|
|||||||||
|
Spodumene concentrate prices (US$ per tonne)
|
10
|
%
|
85.4
|
(87.6
|
)
|
|||||||
|
Foreign exchange rates (CAD/USD)
|
10
|
%
|
173.9
|
(153.9
|
)
|
|||||||
|
Unit operating costs (C$ per tonne)
|
10
|
%
|
121.3
|
(129.8
|
)
|
|||||||
|
Discount rate (post-tax)
|
100 basis points
|
23.3
|
(20.7
|
)
|
||||||||
|
Commodity prices and
market traded consumables
|
Spodumene concentrate price assumptions are derived from broker market consensus pricing, calculated as the average of recent forecasts published by major independent investment banks and commodity
analysts.
|
|
Foreign exchange rates
|
The foreign exchange rate assumption applied in the discounted cash flow model reflects the CAD/USD spot exchange rate as at 30 June 2025.
|
|
Operating and capital
expenditure
|
Operating and capital cost assumptions are based on the Group’s latest approved budget and life of mine plans.
|
|
Discount rate
|
In determining fair value, the estimated future cash flows of the CGU have been discounted using a real, post-tax discount rate of 10.0 per cent (2024: 8.0 per cent). The discount rate applied
is a risk-adjusted cost of capital management have deemed appropriate to the CGU.
|
|
Regulatory approvals
|
Life of mine plans include assumptions associated with the successful application and timing of ongoing and future regulatory approvals.
|
|
Future production
|
Life of mine plans based on Mineral Resource and Ore Reserve estimates and economic life of processing facilities.
|
|
15.
|
Trade and Other Payables
|
|
2025
$’000
|
2024
$’000
|
|||||||
|
Trade payables
|
27,778
|
29,330
|
||||||
|
Accrued expenses
|
19,321
|
17,044
|
||||||
|
Other payables – associated entities
|
–
|
2,467
|
||||||
|
Other payables – provisional pricing adjustments (1)
|
–
|
6,505
|
||||||
|
Other payables
|
2,509
|
5,530
|
||||||
|
Total trade and other payables
|
49,608
|
60,876
|
||||||
|
Comprising:
|
||||||||
|
Current
|
49,608
|
60,876
|
||||||
|
Non-current
|
–
|
–
|
||||||
|
(1)
|
Refer to Note 5 (a) for details on
provisional pricing adjustments.
|
|
16.
|
Other Liabilities
|
|
2025
$’000
|
2024
$’000
|
|||||||
|
Deferred income
|
–
|
4,540
|
||||||
|
Flow through share premium liability (1)
|
–
|
6,084
|
||||||
|
Total other liabilities
|
–
|
10,624
|
||||||
|
Comprising:
|
||||||||
|
Current
|
–
|
6,084
|
||||||
|
Non-current
|
–
|
4,540
|
||||||
|
(1)
|
Flow through share proceeds of $54.9 million, received by the Group in March 2023, were fully utilised as at 30 June 2025.
|
|
(a)
|
Flow Through Shares
|
|
2025
$’000
|
2024
$’000
|
|||||||
|
Employee benefits
|
6,092
|
5,963
|
||||||
|
Mine closure and rehabilitation
|
29,474
|
25,309
|
||||||
|
Total provisions
|
35,566
|
31,272
|
||||||
|
Comprising:
|
||||||||
|
Current
|
6,092
|
5,963
|
||||||
|
Non-current
|
29,474
|
25,309
|
||||||
|
Year ended 30 June 2025
|
Employee
benefits
$’000
|
Mine
closure and
rehabilitation
$’000
|
Total
$’000
|
|||||||||
|
At the beginning of the financial year
|
5,963
|
25,309
|
31,272
|
|||||||||
|
Amounts capitalised for changes in underlying costs and estimates
|
–
|
3,246
|
3,246
|
|||||||||
|
Amounts capitalised for changes in discount rate
|
–
|
–
|
–
|
|||||||||
|
Amounts capitalised on translation of mine closure and rehabilitation provision
|
–
|
510
|
510
|
|||||||||
|
Charged/(credited) to the Consolidated Statement of Profit or Loss:
|
||||||||||||
|
Changes in underlying costs and estimates
|
5,762
|
–
|
5,762
|
|||||||||
|
Foreign exchange rate differences
|
–
|
–
|
–
|
|||||||||
|
Released during the year
|
(5,731
|
)
|
–
|
(5,731
|
)
|
|||||||
|
Unwinding of discount rate
|
–
|
409
|
409
|
|||||||||
|
Transfers and other movements
|
98
|
–
|
98
|
|||||||||
|
At the end of the financial year
|
6,092
|
29,474
|
35,566
|
|||||||||
|
(a)
|
Employee benefits
|
|
17.
|
Provisions (continued)
|
|
(b)
|
Mine closure and rehabilitation
|
|
18.
|
Cash and Cash Equivalents
|
|
2025
$’000
|
2024
$’000
|
|||||||
|
Cash
|
71,290
|
38,803
|
||||||
|
Short-term deposits
|
1,000
|
51,821
|
||||||
|
Total cash and cash equivalents (1)
|
72,290
|
90,624
|
||||||
|
(1)
|
Cash and cash equivalents include $0.1 million (2024: $29.3
million) which is restricted by legal or contractual arrangements.
|
|
19.
|
Interest Bearing Liabilities
|
|
2025
$’000
|
2024
$’000
|
|||||||
|
Contract liabilities
|
44,955
|
–
|
||||||
|
Lease liabilities (1)
|
2,664
|
5,415
|
||||||
|
Non-convertible redeemable cumulative preference shares
|
29,350
|
25,205
|
||||||
|
Other interest bearing liabilities
|
582
|
–
|
||||||
|
Total interest bearing liabilities
|
77,551
|
30,620
|
||||||
|
Comprising:
|
||||||||
|
Current
|
62,786
|
15,470
|
||||||
|
Non-current
|
14,765
|
15,150
|
||||||
|
(1)
|
Refer to Note 20 for further
details on the Group’s leases.
|
|
(a)
|
Contract liabilities
|
|
19.
|
Interest Bearing Liabilities (continued)
|
|
(b)
|
Non-convertible redeemable cumulative preference shares
|
| • |
interest is accrued or paid at 5 per cent per annum for the period from 27 August 2021 to 31 August 2024 and 16.25 per cent per annum for the period from 1 September 2024 to 30 June 2025;
|
| • |
the shares cannot be converted to equity at any time;
|
| • |
preference shareholders are not entitled to dividends or to vote at shareholder meetings;
|
| • |
redemption commences in accordance with the NAL Constitution and Governance Agreement once the mine is in commercial operation and the redemption term is up to ten years after the first anniversary of the issue of these shares; and
|
| • |
in the event of default, liquidation, or receivership, IQ rank before the ordinary shareholders in priority.
|
|
20.
|
Leases
|
|
(a)
|
Amounts recognised in the Consolidated Statement of Financial Position
|
|
2025
$’000
|
2024
$’000
|
|||||||
|
Right-of-use assets recognised in property, plant and equipment
|
||||||||
|
Land and buildings
|
||||||||
|
Cost
|
1,504
|
1,483
|
||||||
|
Accumulated depreciation and impairment
|
(990
|
)
|
(709
|
)
|
||||
|
Net book value
|
514
|
774
|
||||||
|
Plant and equipment
|
||||||||
|
Cost
|
7,255
|
7,121
|
||||||
|
Accumulated depreciation and impairment
|
(6,372
|
)
|
(2,967
|
)
|
||||
|
Net book value
|
883
|
4,154
|
||||||
|
Total right-of-use assets
|
1,397
|
4,928
|
||||||
|
Lease liabilities
|
||||||||
|
Land and buildings – current
|
414
|
373
|
||||||
|
Land and buildings – non-current
|
90
|
496
|
||||||
|
Plant and equipment – current
|
2,160
|
2,425
|
||||||
|
Plant and equipment – non-current
|
–
|
2,121
|
||||||
|
Total lease liabilities
|
2,664
|
5,415
|
||||||
|
20.
|
Leases (continued)
|
|
(b)
|
Amounts recognised in the Consolidated Statement of Profit or Loss
|
|
2025
$’000
|
2024
$’000
|
2023
$’000
|
||||||||||
|
Depreciation of right-of-use assets
|
2,749
|
2,795
|
811
|
|||||||||
|
Impairment of right-of-use assets (1)
|
923
|
–
|
–
|
|||||||||
|
Interest on lease liabilities
|
406
|
727
|
148
|
|||||||||
|
(1)
|
Refer to Note 14 for details on impairment and write down of
non-financial assets.
|
|
(c)
|
Amounts recognised in the Consolidated Statement of Cash Flows
|
|
2025
$’000
|
2024
$’000
|
2023
$’000
|
||||||||||
|
Total cash outflow for leases
|
3,226
|
3,280
|
773
|
|||||||||
|
21.
|
Financial Income and Expenses
|
|
2025
$’000
|
2024
$’000
|
2023
$’000
|
||||||||||
|
Financial income
|
||||||||||||
|
Interest on bank accounts
|
4,288
|
7,668
|
2,817
|
|||||||||
|
Net foreign exchange gains
|
236
|
–
|
13,510
|
|||||||||
|
Total financial income
|
4,524
|
7,668
|
16,327
|
|||||||||
|
Financial expenses
|
||||||||||||
|
Discounting on provisions and other liabilities
|
(409
|
)
|
(1,380
|
)
|
–
|
|||||||
|
Interest on lease liabilities
|
(406
|
)
|
(727
|
)
|
(148
|
)
|
||||||
|
Interest on preference shares
|
(3,650
|
)
|
(1,209
|
)
|
(1,177
|
)
|
||||||
|
Net foreign exchange losses
|
–
|
(470
|
)
|
–
|
||||||||
|
Other financial expenses
|
(417
|
)
|
(260
|
)
|
(181
|
)
|
||||||
|
Total financial expenses
|
(4,882
|
)
|
(4,046
|
)
|
(1,506
|
)
|
||||||
|
Net financial income/(expense)
|
(358
|
)
|
3,622
|
14,821
|
||||||||
|
22.
|
Other Financial Assets
|
|
2025
$’000
|
2024
$’000
|
|||||||
|
Investments in listed entities
|
||||||||
|
Consolidated Lithium Metals Inc.
|
1,007
|
740
|
||||||
|
Total other financial assets
|
1,007
|
740
|
||||||
|
Comprising:
|
||||||||
|
Current
|
–
|
–
|
||||||
|
Non-current
|
1,007
|
740
|
||||||
|
23.
|
Financial Instruments and Risk Management
|
|
(i)
|
Subsequent measurement of financial assets
|
| • |
the contractual cash flow characteristics of the financial asset; and
|
| • |
the business model for managing the financial assets.
|
| • |
the financial asset is managed solely to collect contractual cash flows; and
|
| • |
the contractual terms within the financial asset give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding on specified dates.
|
|
(ii)
|
Subsequent measurement of financial liabilities
|
|
23.
|
Financial Instruments and Risk Management (continued)
|
|
(i)
|
Derecognition of financial assets
|
| • |
the right to receive cash flows from the asset has expired or been transferred;
|
| • |
all risk and rewards of ownership of the asset have been substantially transferred; and
|
| • |
the Group no longer controls the asset (i.e. the Group has no practical ability to make a unilateral decision to sell the asset to a third party).
|
|
(ii)
|
Derecognition of financial liabilities
|
|
(a)
|
Market risk
|
|
(i)
|
Interest rate risk
|
|
2025
$’000
|
2024
$’000
|
|||||||
|
Financial assets
|
||||||||
|
Cash and cash equivalents
|
72,290
|
90,624
|
||||||
|
Other assets
|
16,340
|
18,530
|
||||||
|
Financial liabilities
|
||||||||
|
Interest bearing liabilities
|
(44,955
|
)
|
–
|
|||||
|
Net exposure
|
43,675
|
109,154
|
||||||
|
Effect
on profit
after tax
2025
$’000
|
Effect
on profit
after tax
2024
$’000
|
|||||||
|
+100 basis point change in interest rates
|
306
|
764
|
||||||
|
-100 basis point change in interest rates
|
(306
|
)
|
(764
|
)
|
||||
|
23.
|
Financial Instruments and Risk Management (continued)
|
|
(a)
|
Market risk (continued)
|
|
(ii)
|
Foreign currency risk
|
|
Canadian
dollar risk
exposure
2025
$’000
|
Canadian
dollar risk
exposure
2024
$’000
|
US dollar
risk
exposure
2025
$’000
|
US dollar
risk
exposure
2024
$’000
|
|||||||||||||
|
Financial assets
|
||||||||||||||||
|
Cash and cash equivalents
|
1
|
22,637
|
21,703
|
6,290
|
||||||||||||
|
Trade and other receivables
|
–
|
155
|
29,012
|
6,209
|
||||||||||||
|
Other assets
|
–
|
–
|
3,880
|
5,940
|
||||||||||||
|
Financial liabilities
|
||||||||||||||||
|
Trade and other payables
|
(2
|
)
|
–
|
(9,305
|
)
|
(6,464
|
)
|
|||||||||
|
Interest bearing liabilities
|
–
|
–
|
(47,115
|
)
|
(4,546
|
)
|
||||||||||
|
Other liabilities
|
–
|
–
|
(7,608
|
)
|
(12,007
|
)
|
||||||||||
|
Net exposure
|
(1
|
)
|
22,792
|
(9,433
|
)
|
(4,578
|
)
|
|||||||||
|
Effect
on profit
after tax
2025
$’000
|
Effect
on profit
after tax
2024
$’000
|
|||||||
|
5 per cent movement in Canadian dollar
|
–
|
(798
|
)
|
|||||
|
5 per cent movement in United States dollar
|
330
|
160
|
||||||
|
(iii)
|
Commodity price risk
|
|
(iv)
|
Provisionally priced commodity sales and purchases contracts
|
|
23.
|
Financial Instruments and Risk Management (continued)
|
|
(b)
|
Liquidity risk
|
|
Year ended 30 June 2025
|
Weighted
average
interest rate
%
|
1 year
or less
$’000
|
1 to 5 years
$’000
|
More than
5 years
$’000
|
Total
$’000
|
|||||||||||||||
|
Financial assets
|
||||||||||||||||||||
|
Cash and cash equivalents
|
3.49
|
%
|
72,290
|
–
|
–
|
72,290
|
||||||||||||||
|
Trade and other receivables
|
23,451
|
–
|
–
|
23,451
|
||||||||||||||||
|
Other financial assets
|
–
|
–
|
1,007
|
1,007
|
||||||||||||||||
|
Other assets
|
2.14
|
%
|
5,389
|
670
|
10,281
|
16,340
|
||||||||||||||
|
Total financial assets
|
101,130
|
670
|
11,288
|
113,088
|
||||||||||||||||
|
Financial liabilities
|
||||||||||||||||||||
|
Trade and other payables
|
49,608
|
–
|
–
|
49,608
|
||||||||||||||||
|
Interest bearing liabilities
|
16.00
|
%
|
15,243
|
14,675
|
–
|
29,918
|
||||||||||||||
|
Lease liabilities
|
9.63
|
%
|
2,697
|
90
|
–
|
2,787
|
||||||||||||||
|
Total financial liabilities
|
67,548
|
14,765
|
–
|
82,313
|
||||||||||||||||
|
Net financial instruments
|
33,582
|
(14,095
|
)
|
11,288
|
30,775
|
|||||||||||||||
|
Year ended 30 June 2024
|
||||||||||||||||||||
|
Financial assets
|
||||||||||||||||||||
|
Cash and cash equivalents
|
4.34
|
%
|
90,624
|
–
|
–
|
90,624
|
||||||||||||||
|
Trade and other receivables
|
11,877
|
–
|
–
|
11,877
|
||||||||||||||||
|
Other financial assets
|
–
|
–
|
740
|
740
|
||||||||||||||||
|
Other assets
|
2.50
|
%
|
18,530
|
–
|
–
|
18,530
|
||||||||||||||
|
Total financial assets
|
121,031
|
–
|
740
|
121,771
|
||||||||||||||||
|
Financial liabilities
|
||||||||||||||||||||
|
Trade and other payables
|
60,876
|
–
|
–
|
60,876
|
||||||||||||||||
|
Interest bearing liabilities
|
5.00
|
%
|
12,672
|
12,533
|
–
|
25,205
|
||||||||||||||
|
Lease liabilities
|
9.69
|
%
|
3,200
|
2,738
|
–
|
5,938
|
||||||||||||||
|
Other liabilities
|
–
|
–
|
4,540
|
4,540
|
||||||||||||||||
|
Total financial liabilities
|
76,748
|
15,271
|
4,540
|
96,559
|
||||||||||||||||
|
Net financial instruments
|
44,283
|
(15,271
|
)
|
(3,800
|
)
|
25,212
|
||||||||||||||
|
(c)
|
Credit risk
|
|
23.
|
Financial Instruments and Risk Management (continued)
|
|
(c)
|
Credit risk (continued)
|
|
(d)
|
Fair values
|
|
Fair value hierarchy
|
Valuation inputs |
| Level 1 | Based on unadjusted quoted prices in active markets for identical financial assets and liabilities. |
| Level 2 |
Based on inputs other than quoted prices included within Level 1 that are observable for the financial asset or liability, either directly (i.e. as unquoted prices) or indirectly (i.e. derived from prices).
|
| Level 3 | Based on inputs not observable in the market using appropriate valuation models, including discounted cash flow modelling. |
|
At 30 June 2025
|
Level 1
$’000
|
Level 2
$’000
|
Level 3
$’000
|
Total
$’000
|
||||||||||||
|
Other financial assets designated at FVOCI
|
1,007
|
–
|
–
|
1,007
|
||||||||||||
|
Trade and other receivables
|
–
|
157
|
–
|
157
|
||||||||||||
|
Total
|
1,007
|
157
|
–
|
1,164
|
||||||||||||
|
At 30 June 2024
|
||||||||||||||||
|
Other financial assets designated at FVOCI
|
740
|
–
|
–
|
740
|
||||||||||||
|
Trade and other payables
|
–
|
(6,505
|
)
|
–
|
(6,505
|
)
|
||||||||||
|
Total
|
740
|
(6,505
|
)
|
–
|
(5,765
|
)
|
||||||||||
|
23.
|
Financial Instruments and Risk Management (continued)
|
|
(d)
|
Fair values (continued)
|
|
Type
|
Valuation technique
|
Significant
unobservable inputs
|
Inter-relationship between significant unobservable
inputs and fair value measurement
|
|
Other receivables –
provisional pricing
adjustments
|
Market-based pricing
|
Market-based pricing
indices
|
The estimated fair value would decrease (increase) if the
market-based pricing were lower (higher).
|
|
Other payables – provisional pricing adjustments
|
Market-based pricing
|
Market-based pricing
indices
|
The estimated fair value would increase (decrease) if the
market-based pricing were lower (higher).
|
|
(e)
|
Changes in liabilities from financing activities
|
|
Year ended 30 June 2025
|
Interest
bearing
liabilities
$’000
|
Preference
shares
$’000
|
Lease
liabilities
$’000
|
Total
$’000
|
||||||||||||
|
At the beginning of the financial year
|
–
|
25,205
|
5,415
|
30,620
|
||||||||||||
|
Cash movements
|
558
|
–
|
(3,226
|
)
|
(2,668
|
)
|
||||||||||
|
Other non-cash movements
|
24
|
4,145
|
475
|
4,644
|
||||||||||||
|
At the end of the financial year
|
582
|
29,350
|
2,664
|
32,596
|
||||||||||||
|
Year ended 30 June 2024
|
||||||||||||||||
|
At the beginning of the financial year
|
112
|
24,849
|
6,253
|
31,214
|
||||||||||||
|
Cash movements
|
(112
|
)
|
–
|
(3,280
|
)
|
(3,392
|
)
|
|||||||||
|
Other non-cash movements
|
–
|
356
|
2,442
|
2,798
|
||||||||||||
|
At the end of the financial year
|
–
|
25,205
|
5,415
|
30,620
|
||||||||||||
|
Year ended 30 June 2023
|
||||||||||||||||
|
At the beginning of the financial year
|
–
|
23,462
|
10
|
23,472
|
||||||||||||
|
Cash movements
|
110
|
–
|
(776
|
)
|
(666
|
)
|
||||||||||
|
Other non-cash movements
|
2
|
1,387
|
7,019
|
8,408
|
||||||||||||
|
At the end of the financial year
|
112
|
24,849
|
6,253
|
31,214
|
||||||||||||
|
24.
|
Share Capital
|
|
2025
No. shares
|
2024
No. shares
|
2023
No. shares
|
||||||||||
|
At the beginning of the financial year
|
10,293,296,014
|
10,039,138,024
|
8,246,752,670
|
|||||||||
|
Shares issued (1,2)
|
1,250,000,000
|
244,157,990
|
1,792,385,354
|
|||||||||
|
Shares purchased by Employee Share Plan Trustee (3)
|
(250,000,000
|
)
|
–
|
–
|
||||||||
|
Employee share awards vested
|
–
|
–
|
–
|
|||||||||
|
Movement in treasury shares under Employee Share Plans
|
250,000,000
|
–
|
–
|
|||||||||
|
Transfers and other movements
|
–
|
10,000,000
|
–
|
|||||||||
|
At the end of the financial year
|
11,543,296,014
|
10,293,296,014
|
10,039,138,024
|
|||||||||
|
Comprising:
|
||||||||||||
|
Shares held by the public
|
11,293,296,014
|
10,293,296,014
|
10,039,138,024
|
|||||||||
|
Treasury shares
|
250,000,000
|
–
|
–
|
|||||||||
|
2025
$’000
|
2024
$’000
|
2023
$’000
|
||||||||||
|
At the beginning of the financial year
|
795,773
|
756,744
|
504,255
|
|||||||||
|
Shares issued (1,2)
|
40,000
|
37,399
|
262,448
|
|||||||||
|
Transaction costs associated with share issues
|
(2,055
|
)
|
(120
|
)
|
(9,959
|
)
|
||||||
|
Transfers and other movements
|
–
|
1,750
|
–
|
|||||||||
|
At the end of the financial year
|
833,718
|
795,773
|
756,744
|
|||||||||
|
(1)
|
On 29 November 2024, the Group completed a fully underwritten placement to institutional
investors, resulting in the issuance of 1,250,000,000 fully paid ordinary shares at an issue price of $0.032 per share for aggregate gross proceeds of $40.0 million.
|
|
(2)
|
On 17 November 2022, the Group announced an agreement with Troilus Gold Corporation to acquire 1,824 claims for a purchase consideration of $$44.5 million.
Pursuant to this agreement, the Group issued 184,331,797 fully paid ordinary shares to Troilus Gold Corporation to
settle the transaction.
|
|
(3)
|
On 29 October 2019, the Company entered into an At-the-Market Subscription Agreement (ATM)
(previously referred to as a Controlled Placement Agreement) with Acuity Capital. As security for the ATM, Acuity Capital held 250,000,000
ordinary fully paid shares in the Company (“Collateral Shares”). On 6 January 2025, the Group announced the termination of the ATM, with the Collateral Shares transferred at zero cost from Acuity Capital to the Company’s Employee
Share Plan Trustee, where they will be held to meet the future vesting of employee share awards.
|
|
2025
No. options
|
2024
No. options
|
2023
No. options
|
||||||||||
|
At the beginning of the financial year
|
12,234,482
|
42,234,482
|
350,290,518
|
|||||||||
|
Granted during the year
|
–
|
10,000,000
|
6,234,482
|
|||||||||
|
Exercised during the year
|
–
|
(40,000,000
|
)
|
(310,196,342
|
)
|
|||||||
|
Forfeited / lapsed during the year
|
(10,000,000
|
)
|
–
|
(4,094,176
|
)
|
|||||||
|
At the end of the financial year
|
2,234,482
|
12,234,482
|
42,234,482
|
|||||||||
|
Comprising:
|
||||||||||||
|
Listed options
|
–
|
–
|
–
|
|||||||||
|
Unlisted options
|
2,234,482
|
12,234,482
|
42,234,482
|
|||||||||
|
24.
|
Share Capital (continued)
|
|
25.
|
Reserves
|
|
Year ended 30 June 2025
|
Financial
asset
reserve
$’000
|
Foreign
currency
translation
reserve
$’000
|
Share
based
payments
reserve
$’000
|
Total
$’000
|
||||||||||||
|
At the beginning of the financial year
|
(1,739
|
)
|
(10,843
|
)
|
591
|
(11,991
|
)
|
|||||||||
|
Financial assets at fair value through other comprehensive income
|
34
|
–
|
–
|
34
|
||||||||||||
|
Foreign exchange differences on translation of foreign operations
|
–
|
8,843
|
–
|
8,843
|
||||||||||||
|
Share based payments
|
–
|
–
|
2,645
|
2,645
|
||||||||||||
|
Transfers and other movements
|
–
|
–
|
(300
|
)
|
(300
|
)
|
||||||||||
|
At the end of the financial year
|
(1,705
|
)
|
(2,000
|
)
|
2,936
|
(769
|
)
|
|||||||||
|
Year ended 30 June 2024
|
||||||||||||||||
|
At the beginning of the financial year
|
(1,544
|
)
|
8,327
|
5,990
|
12,773
|
|||||||||||
|
Financial assets at fair value through other comprehensive income
|
3,827
|
–
|
–
|
3,827
|
||||||||||||
|
Foreign exchange differences on translation of foreign operations
|
–
|
(19,170
|
)
|
–
|
(19,170
|
)
|
||||||||||
|
Share based payments
|
–
|
–
|
(237
|
)
|
(237
|
)
|
||||||||||
|
Transfers and other movements
|
(4,022
|
)
|
–
|
(5,162
|
)
|
(9,184
|
)
|
|||||||||
|
At the end of the financial year
|
(1,739
|
)
|
(10,843
|
)
|
591
|
(11,991
|
)
|
|||||||||
|
Year ended 30 June 2023
|
||||||||||||||||
|
At the beginning of the financial year
|
–
|
11,789
|
1,762
|
13,551
|
||||||||||||
|
Financial assets at fair value through other comprehensive income
|
(1,544
|
)
|
–
|
–
|
(1,544
|
)
|
||||||||||
|
Foreign exchange differences on translation of foreign operations
|
–
|
(3,462
|
)
|
–
|
(3,462
|
)
|
||||||||||
|
Share based payments
|
–
|
–
|
4,320
|
4,320
|
||||||||||||
|
Transfers and other movements
|
–
|
–
|
(92
|
)
|
(92
|
)
|
||||||||||
|
At the end of the financial year
|
(1,544
|
)
|
8,327
|
5,990
|
12,773
|
|||||||||||
|
26.
|
Subsidiaries
|
|
Ownership interest
|
||||||||||||||
|
Subsidiaries
|
Country of
incorporation
|
Principal activity
|
2025
%
|
2024
%
|
2023
%
|
|||||||||
|
9474-9454 Québec Inc.
|
Canada
|
Exploration
|
100
|
100
|
100
|
|||||||||
|
North American Lithium Inc. (1)
|
Canada
|
Lithium mining and processing
|
75
|
75
|
75
|
|||||||||
|
Sayona East Kimberley Pty Ltd
|
Australia
|
Exploration
|
100
|
100
|
100
|
|||||||||
|
Sayona Inc.
|
Canada
|
Administrative services
|
100
|
100
|
100
|
|||||||||
|
Sayona International Pty Ltd
|
Australia
|
Investment holding company
|
100
|
100
|
100
|
|||||||||
|
Sayona Lithium Pty Ltd
|
Australia
|
Exploration
|
100
|
100
|
100
|
|||||||||
|
Sayona North Inc.
|
Canada
|
Exploration
|
100
|
100
|
100
|
|||||||||
|
Sayona Québec Inc. (1)
|
Canada
|
Investment holding company
|
75
|
75
|
75
|
|||||||||
|
Shock MergeCo Inc. (2)
|
United States
|
Investment holding company
|
100
|
—
|
—
|
|||||||||
|
(1)
|
Non-controlling ownership interest of 25 per cent is held by Piedmont Lithium Québec Holdings Inc.
|
|
(2)
|
Shock MergeCo Inc. was incorporated on 14 November 2024.
|
|
27.
|
Interests in Joint Arrangements
|
|
Ownership interest
|
||||||||||||||
|
Project
|
Country
|
Counterparty
|
2025
%
|
2024
%
|
2023
%
|
|||||||||
|
Moblan Lithium Project (1)
|
Canada
|
Investissement Québec
|
60
|
60
|
60
|
|||||||||
|
Morella Lithium Joint Venture (2)
|
Australia
|
Morella Corporation Limited
|
49
|
49
|
49
|
|||||||||
|
Vallée Lithium Project (3)
|
Canada
|
Consolidated Lithium Metals Inc.
|
25
|
25
|
–
|
|||||||||
|
(1)
|
On 15 October 2021, the Group acquired a 60 per cent interest in the Moblan Lithium Project, a drilling deposit host to high grade spodumene mineralisation. The project is 40 per cent owned by Investissement Québec.
|
|
(2)
|
On 27 November 2022, Morella Corporation Limited satisfied the requirements under the Earn-In Agreement
relating to several Pilbara tenements with lithium rights located in the Pilgangoora district in Western Australia, Australia. Under the agreement, Morella Corporation Limited was required to spend $1.5 million on exploration within three years in order to earn a 51 per cent interest in the project. The Joint Venture Agreement was
executed on 15 July 2024.
|
|
(3)
|
On 14 December 2023, North American Lithium Inc. satisfied a requirement
under the Earn-In Agreement relating to the assets and mineral rights of the Vallée Lithium Project located in Québec, Canada. Under the agreement, North American Lithium Inc. was required to spend C$4.0 million on exploration within a twelve-month
period to earn a 25 per cent interest in the project.
|
|
28.
|
Related Party Transactions
|
|
(a)
|
Parent entity
|
|
(b)
|
Subsidiaries, associates and joint ventures
|
|
(c)
|
Key management personnel compensation
|
|
2025
$’000
|
2024
$’000
|
2023
$’000
|
||||||||||
|
Short-term employee benefits
|
3,273
|
2,336
|
2,468
|
|||||||||
|
Post-employment benefits
|
139
|
84
|
89
|
|||||||||
|
Termination benefits
|
–
|
1,319
|
–
|
|||||||||
|
Share based payments
|
1,878
|
–
|
2,221
|
|||||||||
|
Total key management personnel compensation
|
5,290
|
3,739
|
4,778
|
|||||||||
|
(d)
|
Key management personnel transactions
|
|
(e)
|
Transactions with related parties
|
|
Associates
|
Joint ventures
|
|||||||||||||||
|
2025
$’000
|
2024
$’000
|
2025
$’000
|
2024
$’000
|
|||||||||||||
|
Transactions with related parties
|
||||||||||||||||
|
Sales of goods and services
|
–
|
–
|
150,278
|
90,743
|
||||||||||||
|
Purchases of goods and services
|
(329 | ) |
–
|
–
|
–
|
|||||||||||
|
Net increase (decrease) in other amounts owing with related parties
|
–
|
127
|
–
|
–
|
||||||||||||
|
Proceeds from related parties (excluding sales of goods and services)
|
–
|
–
|
10,374
|
24,420
|
||||||||||||
|
Associates
|
Joint ventures
|
|||||||||||||||
|
2025
$’000
|
2024
$’000
|
2025
$’000
|
2024
$’000
|
|||||||||||||
|
Outstanding balances with related parties
|
||||||||||||||||
|
Sales of goods and services
|
–
|
–
|
13,984
|
6,100
|
||||||||||||
|
Purchases of goods and services
|
(81
|
)
|
–
|
(670
|
)
|
–
|
||||||||||
|
Net increase (decrease) in other amounts owing with related parties
|
–
|
(44
|
)
|
–
|
(658
|
)
|
||||||||||
|
29.
|
Share Based Payments
|
|
Awards
|
Recipients
|
Outstanding awards
|
|
Recurring
|
||
|
Deferred Short-Term Incentive Plan (1)
|
Executive KMP and eligible employees
|
FY24, FY25
|
|
Employee Share Plan (2)
|
Eligible employees
|
FY25
|
|
Long-Term Incentive Plan (3)
|
Executive KMP and eligible employees
|
FY25
|
|
Non-recurring
|
||
|
Transitional Management Incentive Plan (4)
|
Executive KMP and eligible employees
|
FY24
|
|
(1)
|
Awards granted on 28 November 2024, with vesting subject to service conditions only as
performance conditions are assessed in the measurement period.
|
|
(2)
|
Awards granted on 31 December 2024, with
vesting subject to service conditions only.
|
|
(3)
|
Awards granted on 28 November 2024, with
vesting subject to performance and service conditions.
|
|
(4)
|
Awards granted on 31 December 2024, with
vesting subject to service conditions only.
|
|
29.
|
Share Based Payments (continued)
|
|
(a)
|
Description of share based payment arrangements
|
| • |
the Board retains discretion to make decisions on the plan and set or amend terms and conditions; and
|
| • |
the vesting of equity rights and options will be conditional on the satisfaction of all vesting conditions attaching to the equity rights and options.
|
|
(i)
|
Recurring share based payment arrangements
|
|
(ii)
|
Transitional share based payment arrangements
|
|
(b)
|
Employee Share Plan Trust
|
|
29.
|
Share Based Payments (continued)
|
|
(c)
|
Measurement of fair values
|
| • |
Expected life of the award;
|
| • |
Current market price of the underlying shares;
|
| • |
Expected volatility;
|
| • |
Expected dividends; and
|
| • |
Risk-free interest rate.
|
| • |
Expected life of the award;
|
| • |
Current market price of the underlying shares;
|
| • |
Expected volatility (of the individual company and each peer group);
|
| • |
Expected dividends;
|
| • |
Risk-free interest rate; and
|
| • |
Market-based performance hurdles.
|
|
Year ended 30 June 2025
|
Fair value at
grant date
$
|
Share price
at grant date
$
|
Expected
volatility
%
|
Expected
Life
(in years)
|
Risk-free
interest rate
based on
government
bonds
%
|
|||||||||||||||
|
Recurring
|
||||||||||||||||||||
|
FY24 Deferred Short-Term Incentive Plan
|
0.0320
|
0.0320
|
85
|
0.92
|
4.145
|
|||||||||||||||
|
FY25 Deferred Short-Term Incentive Plan
|
0.0320
|
0.0320
|
80
|
1.92
|
3.957
|
|||||||||||||||
|
FY25 Employee Share Plan
|
0.0270
|
0.0270
|
80
|
1.00 – 2.00
|
3.849 – 4.002
|
|||||||||||||||
|
FY25 Long-Term Incentive Plan
|
0.0263
|
0.0320
|
80
|
2.76
|
3.923
|
|||||||||||||||
|
Non-recurring
|
||||||||||||||||||||
|
FY24 Transitional Management Incentive Plan
|
0.0270
|
0.0270
|
80
|
1.00 – 1.25
|
3.937 – 4.002
|
|||||||||||||||
|
29.
|
Share Based Payments (continued)
|
|
(d)
|
Reconciliation of outstanding equity rights
|
|
Equity rights
at beginning
of the year
|
Granted
during
the year
|
Vested
during
the year
|
Forfeited /
lapsed
during
the year
|
Equity rights
at end
of the year
|
||||||||||||||||
|
Recurring
|
||||||||||||||||||||
|
FY24 Deferred Short-Term Incentive Plan
|
–
|
3,409,320
|
–
|
–
|
3,409,320
|
|||||||||||||||
|
FY25 Deferred Short-Term Incentive Plan
|
–
|
44,645,160
|
–
|
–
|
44,645,160
|
|||||||||||||||
|
FY25 Employee Share Plan
|
–
|
84,909,080
|
–
|
(10,595,040
|
)
|
74,314,040
|
||||||||||||||
|
FY25 Long-Term Incentive Plan
|
–
|
97,506,040
|
–
|
(2,201,680
|
)
|
95,304,360
|
||||||||||||||
|
Non-recurring
|
||||||||||||||||||||
|
FY24 Transitional Management Incentive Plan
|
–
|
49,987,640
|
–
|
–
|
49,987,640
|
|||||||||||||||
|
Total outstanding equity rights
|
–
|
280,457,240
|
–
|
(12,796,720
|
)
|
267,660,520
|
||||||||||||||
|
(e)
|
Reconciliation of outstanding options
|
|
Equity rights
at beginning
of the year
|
Granted
during
the year
|
Exercised
during
the year
|
Forfeited /
lapsed
during
the year
|
Equity rights
at end
of the year
|
||||||||||||||||
|
Non-recurring
|
||||||||||||||||||||
|
Equity-settled services (1)
|
2,234,482
|
–
|
–
|
–
|
2,234,482
|
|||||||||||||||
|
FY23 Transitional Management Incentive Plan (2)
|
10,000,000
|
–
|
–
|
(10,000,000
|
)
|
–
|
||||||||||||||
|
Total outstanding options
|
12,234,482
|
–
|
–
|
(10,000,000
|
)
|
2,234,482
|
||||||||||||||
|
(1)
|
Outstanding equity-settled services relate to options granted to Jett Capital Advisors, LLC in
respect of corporate advisory services undertaken for the Group. Options were granted on 28 November 2022 at an exercise price of $0.18125,
expiring on 28 November 2025.
|
|
(2)
|
The FY23 Transitional Management Incentive Plan relates to options granted to KMP on 17 July 2023
at an exercise price of $0.1500, expiring on 17 July 2024. All outstanding options were not exercised and subsequently
lapsed on 17 July 2024.
|
|
(f)
|
Expense recognised in profit or loss
|
|
30.
|
Commitments
|
|
2025
$’000
|
2024
$’000
|
|||||||
|
Capital expenditure commitments
|
18,327
|
14,799
|
||||||
|
Exploration expenditure commitments (1)
|
731
|
5,995
|
||||||
|
Other contractual commitments
|
42,626
|
27,224
|
||||||
|
Total commitments
|
61,684
|
48,018
|
||||||
|
(1)
|
The Group must meet minimum expenditure commitments on granted exploration tenements to maintain
those tenements in good standing. If the relevant tenement is relinquished, the expenditure commitment also ceases.
|
|
31.
|
Contingent Assets and Liabilities
|
|
32.
|
Restatement of Comparative Information
|
|
Adjustments
|
||||||||||||||||
|
Year ended 30 June 2024
|
Reported
balance
|
ATM facility
termination
|
Share
consolidation
|
Restated
balance
|
||||||||||||
|
Weighted average number of ordinary shares (‘000)
|
||||||||||||||||
|
Basic earnings per share denominator
|
10,277,968
|
(250,000
|
)
|
(9,961,115
|
)
|
66,853
|
||||||||||
|
Ordinary share contingently issuable
|
–
|
–
|
–
|
–
|
||||||||||||
|
Diluted earnings per share denominator
|
10,277,968
|
(250,000
|
)
|
(9,961,115
|
)
|
66,853
|
||||||||||
|
Earnings per share (cents)
|
||||||||||||||||
|
Basic
|
(0.99
|
)
|
(0.02
|
)
|
(150.66
|
)
|
(151.67
|
)
|
||||||||
|
Diluted
|
(0.99
|
)
|
(0.02
|
)
|
(150.66
|
)
|
(151.67
|
)
|
||||||||
|
Year ended 30 June 2023
|
||||||||||||||||
|
Weighted average number of ordinary shares (‘000)
|
||||||||||||||||
|
Basic earnings per share denominator
|
8,695,396
|
(212,000
|
)
|
8,426
|
56,556
|
|||||||||||
|
Ordinary share contingently issuable
|
–
|
–
|
–
|
–
|
||||||||||||
|
Diluted earnings per share denominator
|
8,695,396
|
(212,000
|
)
|
8,426
|
56,556
|
|||||||||||
|
Earnings per share (cents)
|
||||||||||||||||
|
Basic
|
(0.13
|
)
|
–
|
(19.40
|
)
|
(19.53
|
)
|
|||||||||
|
Diluted
|
(0.13
|
)
|
–
|
(19.40
|
)
|
(19.53
|
)
|
|||||||||
|
33.
|
Subsequent Events
|
|
(a)
|
Consideration transferred
|
|
|
$‘000
|
|||
|
Equity instruments issued
|
300,706
|
|||
|
Other merger consideration attributable to outstanding Piedmont equity awards (1)
|
4,209
|
|||
|
Total consideration transferred (2)
|
304,915
|
|
(1)
|
Other merger consideration has been measured on a provisional basis, pending completion
of an independent valuation.
|
|
(2)
|
Total consideration transferred comprises the buy-out of the non-controlling interest in
Sayona Québec and settlement of the pre-existing contractual arrangement between Piedmont and Sayona. The allocation of consideration across each component has yet to be determined. Refer to section (c) below.
|
|
Number of Piedmont common stock on issue on date of acquisition (#)
|
21,946,069
|
|||
|
Exchange ratio (per share of Piedmont common stock) (#)
|
527
|
|||
|
Number of Sayona ordinary shares issued (#)
|
11,565,602,304
|
|||
|
Closing price of Sayona ordinary shares traded on the ASX on date of acquisition ($)
|
0.026
|
|||
|
Total value of equity instruments issued ($’000)
|
300,706
|
|
(b)
|
Merger transaction costs
|
|
33.
|
Subsequent Events (continued)
|
|
(c)
|
Purchase price allocation
|
| • |
the amounts recognised at the date of acquisition for each major class of assets acquired and liabilities assumed;
|
| • |
the calculation of gain on bargain purchase or goodwill recognised;
|
| • |
the buy-out of the non-controlling interest in Sayona Québec; and
|
| • |
the fair value associated with settlement of the pre-existing contractual arrangement between Piedmont and Sayona.
|
| • |
The first tranche of options to be issued shall be such number of options that results in RCF holding a 9.99 per cent
interest in the issued share capital of the Company (Tranche 1 Options); and
|
| • |
Subject to obtaining all applicable regulatory approvals, the second tranche of options to be issued shall be such number of options that is 1,200,000,000 less the Tranche 1 Options (Tranche 2 Options).
|
|
|
• |
the written consent of the holders of 75% of the shares of the class; or
|
|
|
• |
by a special resolution passed at a separate meeting of the holders of shares of the class.
|
|
|
• |
60 days have passed since the depositary bank told Elevra it wants to resign, but a successor depositary bank has not been appointed and accepted its appointment;
|
|
|
• |
Elevra delists the Elevra ADSs from an exchange in the United States on which they were listed and, 30 days after the delisting, does not list the Elevra ADSs on another exchange in the United States or make
arrangements for trading of Elevra ADSs on the U.S. over-the-counter market;
|
|
|
• |
Elevra delists its Elevra ordinary shares from an exchange outside the United States on which they were listed and does not list the Elevra ordinary shares on another exchange outside the United States;
|
|
|
• |
the depositary bank has reason to believe the Elevra ADSs have become, or will become, ineligible for registration on Form F-6 under the U.S. Securities Act;
|
|
|
• |
Elevra appears to be insolvent or enters insolvency proceedings;
|
|
|
• |
all or substantially all the value of the deposited securities has been distributed either in cash or other property;
|
|
|
• |
there are no deposited securities represented by the Elevra ADSs or the deposited securities represented by Elevra ADSs have become apparently worthless; or
|
|
|
• |
there has been a replacement of deposited securities.
|
|
|
• |
are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith, and the depositary bank will not be a fiduciary or have any fiduciary duty to Elevra ADS
Holders;
|
|
|
• |
are not liable if Elevra or the depositary bank is prevented or delayed by law or by events or circumstances beyond its ability to prevent or counteract with reasonable care or effort from performing each of
its obligations under the deposit agreement;
|
|
|
• |
are not liable if Elevra or the depositary bank exercises discretion permitted under the deposit agreement;
|
|
|
• |
are not liable for the inability of any Elevra ADS Holder to benefit from any distribution on deposited securities that is not made available to Elevra ADS Holders under the terms of the deposit agreement, or
for any special, consequential, indirect or punitive damages for any breach of the terms of the deposit agreement;
|
|
|
• |
have no obligation to become involved in a lawsuit or other proceeding related to the Elevra ADSs or the deposit agreement on your behalf or on behalf of any other person;
|
|
|
• |
may rely upon any documents Elevra or the depositary bank believes to be genuine and to have been signed or presented by the proper person;
|
|
|
• |
are not liable for the acts or omissions of any securities depository, clearing agency or settlement system;
|
|
|
• |
are not liable for the inability or failure of an Elevra ADS Holder to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund of amounts withheld in respect of tax or any other tax
benefit; and
|
|
|
• |
the depositary bank has no duty to make any determination or provide any information as to the tax status of Elevra, or any liability for any tax consequences that may be incurred by Elevra ADS Holders as a
result of owning or holding Elevra ADSs.
|
|
|
• |
payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any Elevra ordinary shares or other deposited securities;
|
|
|
• |
satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and
|
|
|
• |
compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.
|
|
|
• |
when temporary delays arise because: (i) the depositary bank has closed its transfer books or Elevra has closed its transfer books; (ii) the transfer of Elevra ordinary shares is blocked to permit voting at a
shareholders’ meeting; or (iii) Elevra is paying a dividend on its Elevra ordinary shares;
|
|
|
• |
when you owe money to pay fees, taxes and similar charges;
|
|
|
• |
when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to Elevra ADSs or to the withdrawal of Elevra ordinary shares or other deposited securities;
or
|
|
|
• |
for a reason that may, in the future, be permitted by applicable general instructions to Form F-6 under the U.S. Securities Act.
|
|
|
• |
convert the foreign currency to the extent practical and lawful and distribute the U.S. dollars to the owners for whom the conversion and distribution is lawful and practical;
|
|
|
• |
distribute the foreign currency to owners for whom the distribution is lawful and practical; and
|
|
|
• |
hold the foreign currency (without liability for interest) for the remaining owners.
|
![]() |
![]() |
|
|
|
Contents
|
|
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|
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|
|
|
|
Table of contents
|
||
|
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|
1
|
Definitions, interpretation and deed components
|
2
|
|
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1.1
|
Definitions
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2
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1.2
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Interpretation
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2
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2
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Amendment to Subscription Agreement
|
2
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||
|
2.1
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Amendment
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2
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2.2
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Amendments not to affect validity, rights, obligations
|
3
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2.3
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Confirmation
|
3
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2.4
|
Acknowledgement
|
3
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3
|
General
|
3
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|
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3.1
|
Governing law
|
3
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|
|
3.2
|
Further action to be taken at each party’s own expense
|
3
|
|
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3.3
|
Counterparts
|
4
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|
|
Signing page
|
5
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||
|
|
Herbert Smith Freehills Kramer owns the copyright in this document and using it without permission is strictly prohibited.
|
![]() |
|
Amending Deed
|
|
|
|
Date ►12 August 2025
|
|
|
|
Between the parties
|
|
|
|
Company
|
Sayona Mining Limited
ACN 091 951 978 of Level 28, 10 Eagle Street, Brisbane QLD 4000
|
|
|
|
|
|
|
Subscriber
|
Resource Capital Fund VIII L.P.
A Cayman Islands Exempted Limited Partnership whose principal office is at 1400 Wewatta Street, Suite 850, Denver, Colorado, 80202, USA
|
|
|
|
|
|
|
Recitals
|
1 The parties are the parties to a Subscription Agreement dated 19 November 2024 as amended by way of Amending Deed dated 23 April 2025 (Subscription Agreement) under which the Company agreed to issue the Subscriber the Tranche Subscription Shares at the Proposed Tranche Completion Time.
2 The timetable for the Merger is to be revised such that the Piedmont special meeting of stockholders is to be held on 23 August 2025 (Adjourned Special Meeting) and Closing is scheduled to occur on 29 August 2025.
3 As a consequence of the Adjourned Special Meeting the conditions precedent to the Subscription Agreement, including Closing, will not be satisfied
by 19 August 2025.
4 Clause 13.4 of the Subscription Agreement provides that a variation of any term of the Subscription Agreement must be in writing and signed by the
parties.
5 The parties agree to amend the Subscription Agreement in the manner set out in this deed.
|
|
|
This deed witnesses as follows:
|
||
![]() |
| 1 |
Definitions, interpretation and deed components
|
|
|
| 1.1 |
Definitions
|
| 1.2 |
Interpretation
|
| 2 |
Amendment to Subscription Agreement
|
| 2.1 |
Amendment
|
|
|
|
|
(a) |
With effect on and from the date of this deed, the Subscription Agreement is amended as follows:
|
|
|
(1) |
the definition of ‘End Date’ in clause 1.2 is deleted in its entirety and replaced with the following:
|
|
Term
|
Meaning
|
|
|
|
|
End Date
|
the date the Merger Agreement is terminated, provided Closing has not occurred at that date, or 31 December 2025, whichever is earlier.
|
|
|
(2) |
the following definitions are inserted into clause 1.2:
|
|
Term
|
Meaning
|
|
Amending Deed
|
the deed of amendment between the Company and the Subscriber dated 12 August 2025.
|
|
Option Deed
|
the option deed to be entered into between the Company and the Subscriber to set out the full terms of the Options dated on or around the date of this deed.
|
|
Options
|
1,200,000,000 free options (or 8,000,000 free options once the share capital consolidation approved by the Company’s shareholders on 31 July 2025 has occurred) issued on the terms and conditions set out in the Option Deed.
|
![]() |
Signing page |
|
|
(3) |
the following clause 4.6 is inserted after clause 4.5:
|
|
4.6
|
Options
Subject to the Subscriber complying with clause 4.2(a) of this agreement, in consideration of the Subscriber agreeing to amend the End Date on the terms of the Amending Deed, the Company must issue, and the Subscriber must subscribe for, the Options on the terms and conditions set out in the Option Deed. |
| 2.2 |
Amendments not to affect validity, rights, obligations
|
|
|
(a) |
This deed is intended only to vary the Subscription Agreement and not to terminate, discharge, rescind or replace it.
|
|
|
(b) |
The amendments to the Subscription Agreement do not affect the validity or enforceability of the Subscription Agreement.
|
|
|
(c) |
Nothing in this deed:
|
|
|
(1) |
prejudices or adversely affects any right, power, authority, discretion or remedy which arose under or in connection with the Subscription Agreement before the date of this deed; or
|
|
|
(2) |
discharges, releases or otherwise affects any liability or obligation which arose under or in connection with the Subscription Agreement before the date of this deed.
|
| 2.3 |
Confirmation
|
| 2.4 |
Acknowledgement
|
| 3 |
General
|
|
|
| 3.1 |
Governing law
|
| 3.2 |
Further action to be taken at each party’s own expense
|
![]() |
Signing page
|
| 3.3 |
Counterparts
|
|
|
(a) |
This deed may be executed in any number of counterparts. All counterparts, taken together, constitute one instrument.
|
|
|
(b) |
Subject to applicable law, a counterpart may be signed electronically and may be in hard copy or electronic form.
|
![]() |
|
|
Executed as a deed
|
|
|
|
Company
|
||||
|
Signed sealed and delivered by
Sayona Mining Limited
by
|
||||
|
|
|
|
|
|
|
sign here ►
|
/s/ Dylan Roberts
|
sign here ►
|
/s/ Lucas Dow
|
|
|
Company Secretary
|
Director
|
|||
|
print name
|
Dylan Roberts
|
print name
|
Lucas Dow
|
|
|
Subscriber
|
|||
|
EXECUTED by RESOURCE CAPITAL FUND VIII L.P.
By: Resource Capital Associates VIII L.P., General Partner
By: RCFM GP L.L.C., General Partner
|
)
)
)
)
)
)
)
|
/s/ Mason Hills
By: Mason Hills, General Counsel, Partner
|
|
ANZ Tower 161 Castlereagh Street Sydney NSW 2000 Australia
GPO Box 4227 Sydney NSW 2001 Australia |
T +61 2 9225 5000 F +61 2 9322 4000
herbertsmithfreehills.com |

|
|
Table of contents
|
|
|
|
|
|
|
|
|
1
|
Definitions and interpretation
|
2
|
|
|
1.1
|
Deed components
|
2
|
|
|
1.2
|
Definitions
|
2
|
|
|
1.3
|
Interpretation
|
5
|
|
|
2
|
Issue of Tranche 1 Options
|
6
|
|
|
3
|
Options Issue Date
|
7 | |
|
4
|
Conditions precedent to the issue of Tranche 2 Options
|
7
|
|
|
4.1
|
Conditions precedent
|
7
|
|
|
4.2
|
Reasonable endeavours to satisfy condition precedent
|
7
|
|
|
4.3
|
Waiver of condition precedent
|
8
|
|
|
4.4
|
Notice
|
8
|
|
|
4.5
|
End Date
|
8
|
|
|
4.6
|
No binding agreement for issue
|
8
|
|
|
5
|
Issue of Tranche 2 Options
|
9
|
|
|
6
|
Tranche 2 Options Issue Date
|
9
|
|
|
7
|
Warranties
|
9
|
|
|
7.1
|
Company Warranties
|
9
|
|
|
7.2
|
Subscriber Warranties
|
9
|
|
|
7.3
|
Repetition of warranties
|
9
|
|
|
7.4
|
Survival
|
9
|
|
|
7.5
|
Reliance
|
10
|
|
|
7.6
|
Independent Warranties
|
10
|
|
|
7.7
|
Notification
|
10
|
|
|
7.8
|
Indemnity
|
10
|
|
|
7.9
|
No extinguishment
|
10
|
|
|
7.10
|
Exclusion of consequential liability
|
11
|
|
|
8
|
Confidentiality and announcements
|
11
|
|
|
8.1
|
Operation of Confidentiality Deed
|
11
|
|
|
8.2
|
Confidentiality
|
11
|
|
|
8.3
|
Extent of obligation
|
12
|
|
|
8.4
|
Announcements
|
12
|
|
|
9
|
Duty
|
12
|
|
|
9.1
|
Duties
|
12
|
|
|
9.2
|
Costs and expenses
|
12
|
|
|
10
|
GST
|
13
|
|
|
10.1
|
Definitions
|
13
|
|
|
10.2
|
GST
|
13
|
|
|
10.3
|
Tax invoices
|
13
|
|
|
10.4
|
Reimbursements
|
13
|
|
|
11
|
Notices
|
14
|
|
|
11.1
|
How and where Notices may be sent
|
14
|
|
|
11.2
|
When Notices are taken to have been given and received
|
14
|
|
|
12
|
General
|
15
|
|
|
12.1
|
Governing law and jurisdiction
|
15
|
|
|
12.2
|
Invalidity and enforceability
|
15
|
|
|
12.3
|
Waiver
|
15
|
|
|
12.4
|
Variation
|
15
|
|
|
12.5
|
Assignment of rights
|
15
|
|
|
12.6
|
Further action to be taken at each party’s own expense
|
16
|
|
|
12.7
|
Entire deed
|
16
|
|
|
12.8
|
No merger
|
16
|
|
|
12.9
|
No reliance
|
16
|
|
|
12.10
|
Counterparts
|
16
|
|
|
12.11
|
Relationship of the parties
|
16
|
|
|
12.12
|
Exercise of discretions
|
16
|
|
|
|
Schedules
|
|
|
|
|
|
|
|
|
|
Schedule 1
|
|
|
|
|
Company Warranties
|
18 | |
|
|
|
|
|
|
|
Schedule 2
|
|
|
|
|
Subscriber Warranties
|
21 | |
|
|
|
|
|
|
|
Schedule 3
|
|
|
|
Option Terms
|
22 | ||
| Signing page | 25 | ||
| Herbert Smith Freehills Kramer owns the copyright in this document and using it without permission is strictly prohibited. | |||
| Subscription deed | ||
| Date ► 12 August 2025 | ||
| Between the parties | ||
|
Company
|
Sayona Mining Limited
ACN 091 951 978 of Level 28, 10 Eagle Street, Brisbane QLD 4000
|
|
|
Subscriber
|
Resource Capital Fund VIII L.P.
A Cayman Islands Exempted Limited Partnership whose principal office is at 1400 Wewatta Street, Suite 850, Denver, Colorado, 80202, USA.
|
|
Recitals
|
1. The parties are the parties to a Subscription Agreement dated 19 November 2024 as amended by way of Amending Deed
dated 23 April 2025 and to be amended on or around the date of this deed (Subscription Agreement).
2. The Subscriber has agreed to amend the Subscription Agreement.
3. The parties have agreed to enter into this deed to record the agreement between them in relation to the Options to be
granted by the Company to the Subscriber as consideration for the Subscriber agreeing to amend the Subscription Agreement.
|
|
|
This deed witnesses as follows:
|
||
| 1 |
Definitions and interpretation |
| 1.1 | Deed components |
|
|
|
|
|
This deed includes any schedule. |
|
|
|
| 1.2 | Definitions |
|
|
|
|
|
The meanings of the terms used in this deed are set out below. |
|
|
|
|
Term
|
Meaning
|
|
|
ASX
|
ASX Limited (ACN 008 624 691).
|
|
|
ASX Listing Rules
|
the official listing rules of the ASX as amended from time to time.
|
|
|
Authorisation
|
includes:
1 any consent, registration, filing, agreement, notice of non‑objection, notarisation, certificate, licence, approval,
permit, authority or exemption from, by or with a Government Agency; and
2 in relation to anything that a Government Agency may prohibit or restrict within a specific period, the expiry of that
period without intervention or action or notice of intended intervention or action.
|
|
|
Business Day
|
a day on which banks are open for business in Brisbane, Queensland and Denver, United States of America, excluding a Saturday, Sunday or public holiday in those places.
|
|
|
Company Warranties
|
the representations and warranties set out in Schedule 1.
|
|
|
Confidentiality Deed
|
the confidentiality deed between the Company, Piedmont and Resource Capital Funds Management Pty Ltd dated on or around 29 October 2024.
|
|
|
Consolidation and Consolidation Ratio
|
have the meanings given in the Amending Deed (dated 23 April 2025) to the Subscription Agreement.
|
|
![]() |
15 General
|
|
|
Term |
Meaning
|
|
|
|
|
|
Constitution
|
the constitution of the Company as amended or varied from time to time.
|
|
|
Corporations Act
|
the Corporations Act 2001 (Cth).
|
|
|
Duty
|
any stamp, transaction or registration duty or similar charge imposed by any Government Agency and includes any interest, fine, penalty, charge or other amount imposed in respect of any of them, but excludes any Tax.
|
|
|
Encumbrance
|
any interest or power:
1 reserved in or over any interest in any asset including, but not limited to, any retention of title; or
2 created or otherwise arising in or over any interest in any asset under a bill of sale, mortgage, charge, lien,
pledge, trust or power,
by way of, or having similar commercial effect to, security for payment of a debt, any other monetary obligation or the performance of any other obligation, or any trust or any retention of title and includes, but is not limited to, any
agreement to grant or create any of the above.
|
|
|
End Date
|
30 June 2026.
|
|
|
Government Agency
|
any government or any governmental, semi‑governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity in any part of the world.
|
|
|
Group
|
means the Company and its Subsidiaries and Group Company means any one of them.
|
|
|
GST
|
goods and services tax or similar value added tax levied or imposed in Australia under the GST Law or otherwise on a supply.
|
|
|
GST Act
|
the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
|
|
|
GST Law
|
has the same meaning as in the GST Act.
|
|
|
Merger
|
has the meaning given to that term in the Merger Agreement.
|
|
![]() |
15 General
|
| Term |
Meaning
|
|
|
|
|
|
|
Merger Agreement
|
the agreement and plan of merger between the Company, Shock MergeCo Inc. (registered in Delaware with file no. 7695320) and Piedmont dated on or about the date of this agreement.
|
|
|
Official List
|
the official list of the ASX as defined in the ASX Listing Rules as amended from time to time.
|
|
|
Option
|
option over a Share on the terms contained in Schedule 3.
|
|
|
Options Issue Date
|
the date of Tranche Completion.
|
|
|
Shares
|
fully paid ordinary shares in the Company.
|
|
|
Subscriber Entities
|
means each of the Subscriber, RCF Management L.L.C. and Resource Capital Funds Management Pty Ltd.
|
|
|
Subscriber
Warranties
|
the representations and warranties set out in Schedule 2.
|
|
|
Subscription
Agreement
|
has the meaning given to that term in the recitals of this deed.
|
|
|
Subsidiary
|
has the meaning given in the Corporations Act.
|
|
|
Tax
|
any tax, levy, charge, impost, duty, fee, deduction, compulsory loan or withholding, that is assessed, levied, imposed or collected by any Government Agency and includes, but is not limited to any interest, fine, penalty, charge, fee or
any other amount imposed on, or in respect of any of the above.
|
|
|
Tranche 1 Options
|
such number of Options that result in the Subscriber holding an interest of 9.99% of all issued capital in the Company.
|
|
|
Tranche 2 Options
|
such number of Options that is 1,200,000,000 (or such lesser number of Options consolidated for the Consolidation Ratio if at the time of issue of the Options the Consolidation has occurred) less the Tranche 1 Options.
|
|
|
|
|
![]() |
15 General
|
| Term |
Meaning | |
|
|
|
|
|
|
|
|
|
Tranche 2 Options
Issue Date
|
the later of the Options Issue date and the date that is 5 Business Days following satisfaction (or waiver) of the condition precedent in clause 4.1, or such other date as the parties agree.
|
|
|
Tranche Completion
|
has the meaning given to that term in the Subscription Agreement.
|
|
|
Tranche
Subscription
Amount
|
has the meaning given to that term in the Subscription Agreement.
|
|
|
Warranties
|
the Company Warranties and the Subscriber Warranties.
|
|
| 1.3 |
Interpretation
|
|
|
(a) |
headings and bold type are for convenience only and do not affect the interpretation of this deed;
|
|
|
(b) |
the singular includes the plural and the plural includes the singular;
|
|
|
(c) |
words of any gender include all genders;
|
|
|
(d) |
other parts of speech and grammatical forms of a word or phrase defined in this deed have a corresponding meaning;
|
|
|
(e) |
an expression importing a person includes any company, partnership, joint venture, association, corporation or other body corporate and any Government Agency as well as an individual;
|
|
|
(f) |
a reference to a clause, party, schedule, attachment or exhibit is a reference to a clause of, and a party, schedule, attachment or exhibit to, this deed and a reference to this deed includes any schedule, attachment and exhibit;
|
|
|
(g) |
a reference to any legislation includes all delegated legislation made under it and amendments, consolidations, replacements or re‑enactments of any of them;
|
|
|
(h) |
a reference to a document includes all amendments or supplements to, or replacements or novations of, that document;
|
|
|
(i) |
a reference to a party to a document includes that party’s successors and permitted assignees;
|
|
|
(j) |
a promise on the part of 2 or more persons binds them jointly and severally;
|
|
|
(k) |
a reference to a deed other than this deed includes a deed and any legally enforceable undertaking, deed, arrangement or understanding, whether or not in writing;
|
![]() |
15 General
|
|
|
(l) |
a reference to liquidation or insolvency includes appointment of an administrator, compromise, arrangement, merger, amalgamation, reconstruction, winding‑up, dissolution, deregistration, assignment for the benefit of creditors, scheme,
composition or arrangement with creditors, insolvency, bankruptcy, or any similar procedure or, where applicable, changes in the constitution of any partnership or person, or death;
|
|
|
(m) |
no provision of this deed will be construed adversely to a party because that party was responsible for the preparation of this deed or that provision;
|
|
|
(n) |
a reference to a body, other than a party to this deed (including an institute, association or authority), whether statutory or not:
|
|
|
(1) |
that ceases to exist; or
|
|
|
(2) |
whose powers or functions are transferred to another body,
|
|
|
(o) |
a reference to any thing (including, but not limited to, any right) includes a part of that thing but nothing in this clause 1.3(o) implies that performance of part of an obligation constitutes performance of the obligation;
|
|
|
(p) |
if an act prescribed under this deed to be done by a party on or by a given day is done after 5.00pm on that day, it is taken to be done on the next day;
|
|
|
(q) |
if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive of that day;
|
|
|
(r) |
a reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later;
|
|
|
(s) |
a reference to time is a reference to Brisbane, Queensland time;
|
|
|
(t) |
where the day on or by which any thing is to be done is not a Business Day, that thing must be done on or by the preceding Business Day; and
|
|
|
(u) |
specifying anything in this deed after the words ‘including’, ‘includes’ or ‘for example’ or similar expressions does not limit what else is included.
|
| 2 |
Issue of Tranche 1 Options
|
|
|
|
|
(a) |
Subject to Tranche Completion occurring under the Subscription Agreement, the Company must issue to the Subscriber the Tranche 1 Options on the Options Issue Date on the terms and conditions set out in this deed.
|
|
|
(b) |
The issue price for each Tranche 1 Option is nil.
|
|
|
(c) |
Each Tranche 1 Option is granted on, and subject to, the terms set out in this deed, including the terms and conditions contained in Schedule 3.
|
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15 General
|
| 3 |
Options Issue Date
|
|
|
|
|
(a) |
issue or procure the issue of the Tranche 1 Options to the Subscriber (or a nominee which is controlled by the Subscriber as notified by the Subscriber in writing no less than 2 Business Days prior to the Options Issue Date);
|
|
|
(b) |
deliver to the Subscriber option certificates in the name of the Subscriber for all the Tranche 1 Options; and
|
|
|
(c) |
register the Subscriber as the holder of the Tranche 1 Options in the register of option holders of the Company.
|
| 4 |
Conditions precedent to the issue of Tranche 2 Options
|
|
|
| 4.1 |
Conditions precedent
|
|
|
(a) |
one of the following has occurred:
|
|
|
(1) |
the Subscriber has received a written notice under the Foreign Acquisitions and Takeovers Act 1975 (Cth), by or on behalf of the Treasurer of the Commonwealth of Australia stating or to the effect
that the Commonwealth Government has no objection to the subscription by the Subscriber of the Tranche 2 Options pursuant to this agreement, and such notice is either unconditional or subject only to conditions which are acceptable to the
Subscriber (acting reasonably);
|
|
|
(2) |
the Treasurer of the Commonwealth of Australia becomes precluded by the passage of time from making an order or decision under Division 2 of Part 3 of the Foreign Acquisitions and Takeovers Act 1975
(Cth) in relation to the subscription by the Subscriber of the Tranche 2 Options pursuant to this agreement;
|
|
|
(3) |
if an interim order is made under the Foreign Acquisitions and Takeovers Act 1975 (Cth) in respect of the subscription by the Subscriber of the Tranche 1 Options pursuant to this agreement, the
subsequent period for making a final order or decision under Division 2 of Part 3 of the Foreign Acquisitions and Takeovers Act 1975 (Cth) elapses without the Treasurer making such an order or
decision; or
|
|
|
(4) |
the Subscriber has received a written notice by or on behalf of the Treasurer of the Commonwealth of Australia stating or to the effect that the transactions contemplated by this agreement are not 'significant actions', 'notifiable
actions', 'notifiable national security actions' or 'reviewable national security actions' under the Foreign Acquisitions and Takeovers Act 1975 (Cth).
|
| 4.2 |
Reasonable endeavours to satisfy condition precedent
|
|
|
(a) |
The Subscriber must use reasonable endeavours to ensure that the condition precedent in clause 4.1(a) is satisfied as expeditiously as possible and in any event on or before the End Date.
|
|
|
(b) |
Each party must provide reasonable assistance to the other as is necessary to satisfy the condition.
|
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15 General
|
|
|
(c) |
Each party must provide all information as may be reasonably requested by the other party in connection with any notices or applications for approvals.
|
| 4.3 |
Waiver of condition precedent
|
|
|
(a) |
If the Subscriber forms the view that the issue of some or all of the Tranche 2 Options does not constitute a 'significant action', 'notifiable action', 'notifiable national security action' or 'reviewable national security action' under
the Foreign Acquisitions and Takeovers Act 1975 (Cth) (including as a result of the issue of Tranche 2 Options not causing the Subscriber to hold, together with its Shares (or rights to Shares under
the Subscription Agreement), more than 9.99% of the Company’s Shares), the Subscriber may waive the condition precedent in clause 4.1(a) to that extent.
|
|
|
(b) |
If the Subscriber waives the condition precedent in clause 4.1(a) in respect of some or all of the Tranche 2 Options by giving written notice to the Company (Waiver Notice) of the number of Tranche 2
Options in respect of which the waiver is occurring (Waived Options):
|
|
|
(1) |
if such waiver occurs prior to the Options Issue Date, the Waived Options will be issued at the same time as the Tranche 1 Options and be treated in the same manner as Tranche 1 Options under clause 3; or
|
|
|
(2) |
if such waiver occurs after the Options Issue Date, the Waived Options will be issued 5 Business Days after the date of the Waiver Notice and clause 6 will apply to the Waived Options mutatis mutandis save for issue date.
|
| 4.4 |
Notice
|
| 4.5 |
End Date
|
|
|
(a) |
A party may, by not less than 2 Business Days’ notice to the other party, terminate this agreement in relation to the subscription and issue of the Tranche 2 Options only (other than in respect of any Waived Options) at any time before
Tranche 2 Completion if:
|
|
|
(1) |
the condition in clause 4.1 is not satisfied (or waived) by the End Date; or
|
|
|
(2) |
the condition in clause 4.1 become incapable of satisfaction or the parties agree that the condition in clause 4.1 cannot be satisfied.
|
| 4.6 |
No binding agreement for issue
|
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15 General
|
| 5 |
Issue of Tranche 2 Options
|
|
|
|
|
(a) |
Subject to satisfaction of the condition in clause 4.1, the Company must issue to the Subscriber the Tranche 2 Options on the Tranche 2 Options Issue Date on the terms and conditions set out in this deed.
|
|
|
(b) |
The issue price for each Tranche 2 Option is nil.
|
|
|
(c) |
Each Tranche 2 Option is granted on, and subject to, the terms set out in this deed, including the terms and conditions contained in Schedule 3.
|
| 6 |
Tranche 2 Options Issue Date
|
|
|
|
|
(a) |
issue or procure the issue of the Tranche 2 Options to the Subscriber (or a nominee of the Subscriber as notified by the Subscriber in writing no less than 2 Business Days prior to the Tranche 2 Options Issue Date);
|
|
|
(b) |
deliver to the Subscriber option certificates in the name of the Subscriber for all the Tranche 2 Options; and
|
|
|
(c) |
register the Subscriber as the holder of the Tranche 2 Options in the register of option holders of the Company.
|
| 7 |
Warranties
|
|
|
| 7.1 |
Company Warranties
|
| 7.2 |
Subscriber Warranties
|
| 7.3 |
Repetition of warranties
|
|
|
(a) |
in respect of each Warranty which is expressed to be given on a particular date, on that date; and
|
|
|
(b) |
in respect of each other Warranty, on the date of this deed, immediately before the Options Issue Date and immediately before the Tranche 2 Options Issue Date.
|
| 7.4 |
Survival
|
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15 General
|
| 7.5 |
Reliance
|
|
|
(a) |
The Company acknowledges that the Subscriber enters into this deed in reliance on each Company Warranty.
|
|
|
(b) |
The Subscriber acknowledges that the Company enters into this deed in reliance on each Subscriber Warranty.
|
| 7.6 |
Independent Warranties
|
| 7.7 |
Notification
|
| 7.8 |
Indemnity
|
|
|
(a) |
Subject to clause 7.8(b), the Company indemnifies the Subscriber against all loss suffered or incurred by the Subscriber arising directly or indirectly from, or incurred in connection with, a breach of any of the Company Warranties.
|
|
|
(b) |
The maximum liability of the Company for any claim in relation to a breach of the Company Warranties (including a claim under the indemnity in clause 7.8(a)) will not exceed in aggregate 100% of the Tranche Subscription Amount.
|
| 7.9 |
No extinguishment
|
|
|
(a) |
The Warranties are not extinguished or affected by any investigation made by or on behalf of the Subscriber into the affairs of the Company or by any other event or matter unless:
|
|
|
(1) |
the Subscriber has given a specific written waiver or release; or
|
|
|
(2) |
the claim relates to a matter which is:
|
|
|
(A) |
Fairly Disclosed in writing to the Subscriber by the Company before the date of this deed;
|
|
|
(B) |
contained in material on the Company’s ASX platform before the date of this deed; or
|
|
|
(C) |
otherwise within the actual knowledge of the Subscriber or an officer, director or employee of a Subscriber Entity.
|
|
|
(b) |
For the purposes of this clause, 'Fairly Disclosed' means in relation to a fact, matter, circumstance or liability disclosed in writing to the Subscriber in such a way and in sufficient detail as
to enable a reasonably prudent prospective investor in the Shares to identify the scope, substance and significance of the relevant fact, matter, circumstance or liability.
|
![]() |
15 General
|
| 7.10 |
Exclusion of consequential liability
|
| 8 |
Confidentiality and announcements
|
|
|
| 8.1 |
Operation of Confidentiality Deed
|
| 8.2 |
Confidentiality
|
|
|
(a) |
the information is in the public domain as at the date of this deed (or subsequently becomes in the public domain other than by breach of any obligation of confidentiality binding on the recipient);
|
|
|
(b) |
the recipient is required to disclose the information by applicable law, regulations of a Government Agency or the rules of any recognised stock exchange on which its shares or the shares of any of its related bodies corporate are listed;
|
|
|
(c) |
the disclosure is made by the recipient to its related bodies corporate, directors, officers, employees, agents, financiers or lawyers, accountants, investment bankers, consultants or other professional advisers (and in the case of the
Subscriber, to its Subscriber Entities and the directors, officers, employees, agents, financiers or lawyers, accountants, investment bankers, consultants or other professional advisers of the Subscriber Entities) to the extent necessary to
enable the recipient to properly perform its obligations under this deed, or to conduct their business generally, in which case the recipient must ensure that such persons keep the information secret and confidential and do not divulge or
disclose the information to any other person;
|
|
|
(d) |
the disclosure is made on a confidential basis by the Subscriber to a bona fide potential purchaser or transferee of any Options held by the Subscriber, provided that (i) the purchaser or transferee agrees to receive the disclosed
information on a confidential basis, (ii) information so disclosed does not include information that was obtained through the RCF observer role or otherwise from or on behalf of the Sayona Board, (iii) the purchaser or transferee is not a
competitor of Sayona, and (iv) the purchaser or transferee has not communicated to the Subscriber and the Subscriber does not otherwise know that the purchaser or transferee has any intention to propose a control proposal for Sayona,
including by making a takeover bid;
|
![]() |
15 General
|
|
|
(e) |
the disclosure is required for use in legal proceedings regarding this deed; or
|
|
|
(f) |
the party to whom the information relates has consented in writing before the disclosure.
|
| 8.3 |
Extent of obligation
|
| 8.4 |
Announcements
|
|
|
(a) |
Neither party may make or send a public announcement, communication or circular concerning the Options unless it has first provided the other party with a draft of the announcement, communication or circular and obtained the written
consent of the other party, which consent is not to be unreasonably withheld, conditioned or delayed.
|
|
|
(b) |
Clause 8.4(a) does not apply to a public announcement, communication or circular required by law or a regulation of a stock exchange, if the party required to make or send it has:
|
|
|
(1) |
to the extent practicable, provided the other party with sufficient notice to enable it to seek a protective order or other remedy; and
|
|
|
(2) |
provided all assistance and co-operation that the other party considers necessary (acting reasonably) to prevent or minimise that disclosure.
|
| 9 |
Duty
|
|
|
| 9.1 |
Duties
|
| 9.2 |
Costs and expenses
|
|
|
(a) |
Unless otherwise provided for in this deed, each party must pay its own costs and expenses in respect of the negotiation, preparation, execution, delivery and registration of this deed and any other deed or document entered into or signed
under this deed.
|
|
|
(b) |
Any action to be taken by the Subscriber or the Company in performing their obligations under this deed must be taken at their own cost and expense unless otherwise provided in this deed.
|
![]() |
15 General
|
| 10 |
GST
|
|
|
| 10.1 |
Definitions
|
| 10.2 |
GST
|
|
|
(a) |
Unless expressly included, the consideration for any supply under or in connection with this deed does not include GST.
|
|
|
(b) |
To the extent that any supply made under or in connection with this deed is a taxable supply (other than any supply made under another deed that contains a specific provision dealing with GST), the recipient must pay, in addition to the
consideration provided under this deed for that supply (unless it expressly includes GST) an amount (additional amount) equal to the amount of that consideration (or its GST exclusive market value) multiplied by the rate at which GST is
imposed in respect of the supply. The recipient must pay the additional amount at the same time as the consideration to which it is referable.
|
|
|
(c) |
Whenever an adjustment event occurs in relation to any taxable supply to which clauses 10.2(a) and 10.2(b) applies:
|
|
|
(1) |
the supplier must determine the amount of the GST component of the consideration payable; and
|
|
|
(2) |
if the GST component of that consideration differs from the amount previously paid, the amount of the difference must be paid by, refunded to or credited to the recipient, as applicable.
|
| 10.3 |
Tax invoices
|
| 10.4 |
Reimbursements
|
![]() |
15 General
|
| 11 |
Notices
|
|
|
| 11.1 |
How and where Notices may be sent
|
|
Company
|
Sayona Mining Limited
|
|
|
Address
|
Level 28, 10 Eagle Street, Brisbane QLD 4000
|
|
|
Attention
|
Lucas Dow, Managing Director and CEO
|
|
|
Email
|
[****]
|
|
|
Subscriber
|
Resource Capital Fund VIII L.P.
|
|
|
Address
|
1400 Wewatta Street, Suite 850, Denver, Colorado, 80202, USA
|
|
|
Attention
|
General Counsel
|
|
|
Email
|
[****]
|
|
| 11.2 |
When Notices are taken to have been given and received
|
|
|
(a) |
A Notice must be given by one of the methods set out in the table below.
|
|
|
(b) |
A Notice is regarded as given and received at the time set out in the table below.
|
|
|
(c) |
However, if this means the Notice would be regarded as given and received outside the period between 9.00am and 5.00pm (addressee’s time) on a Business Day (business hours period), then the Notice
will instead be regarded as given and received at the start of the following business hours period.
|
|
Method of giving Notice
|
When Notice is regarded as given and received
|
|
|
By hand to the nominated address
|
When delivered to the nominated address
|
|
|
By pre‑paid post to the nominated address
|
At 9.00am (addressee’s time) on the second Business Day after the date of posting
|
|
|
By email to the nominated email address
|
When the email (including any attachment) comes to the attention of the recipient party or a person acting on its behalf.
|
|
![]() |
15 General
|
| 12 |
General
|
|
|
| 12.1 |
Governing law and jurisdiction
|
|
|
(a) |
This deed is governed by the law in force in Queensland, Australia.
|
|
|
(b) |
Each party irrevocably submits to the non‑exclusive jurisdiction of courts exercising jurisdiction in Queensland, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this deed.
Each party irrevocably waives any objection to the venue of any legal process in these courts on the basis that the process has been brought in an inconvenient forum.
|
| 12.2 |
Invalidity and enforceability
|
|
|
(a) |
If any provision of this deed is invalid under the law of any jurisdiction the provision is enforceable in that jurisdiction to the extent that it is not invalid, whether it is in severable terms or not.
|
|
|
(b) |
Clause 12.2(a) does not apply where enforcement of the provision of this deed in accordance with clause 12.2(a) would materially affect the nature or effect of the parties’ obligations under this deed.
|
| 12.3 |
Waiver
|
|
Term
|
Meaning
|
|
|
conduct
|
includes delay in the exercise of a right.
|
|
|
right
|
any right arising under or in connection with this deed and includes the right to rely on this clause.
|
|
|
waiver
|
includes an election between rights and remedies, and conduct that might otherwise give rise to an estoppel.
|
|
| 12.4 |
Variation
|
| 12.5 |
Assignment of rights
|
|
|
(a) |
Rights arising out of or under this deed are not assignable by a party without the prior written consent of the other party.
|
|
|
(b) |
A breach of clause 12.5(a) by a party entitles the other party to terminate this deed.
|
|
|
(c) |
Clause 12.5(b) does not affect the construction of any other part of this deed.
|
![]() |
15 General
|
| 12.6 |
Further action to be taken at each party’s own expense
|
| 12.7 |
Entire deed
|
| 12.8 |
No merger
|
| 12.9 |
No reliance
|
| 12.10 |
Counterparts
|
|
|
(a) |
This deed may be executed in any number of counterparts. All counterparts, taken together, constitute one instrument.
|
|
|
(b) |
Subject to applicable law, a counterpart may be signed electronically and may be in hard copy or electronic form.
|
| 12.11 |
Relationship of the parties
|
|
|
(a) |
Nothing in this deed gives a party authority to bind any other party in any way.
|
|
|
(b) |
Nothing in this deed imposes any fiduciary duties on a party in relation to any other party.
|
| 12.12 |
Exercise of discretions
|
|
|
(a) |
Unless expressly required by the terms of this deed, a party is not required to act reasonably in giving or withholding any consent or approval or exercising any other right, power, authority, discretion or remedy, under or in
connection with this deed.
|
|
|
(b) |
A party may (without any requirement to act reasonably) impose conditions on the grant by it of any consent or approval, or any waiver of any right, power, authority, discretion or remedy, under or in connection with this deed. Any
conditions must be complied with by the party relying on the consent, approval or waiver.
|
|
Schedules
|
|
|
Table of contents
|
|
|
|
|
|
|
|
|
Company Warranties
|
18
|
|
Subscriber Warranties
|
21
|
|
|
|
|
(a) |
(Registration) it is a corporation registered (or taken to be registered) and validly existing under the Corporations Act.
|
|
|
(b) |
(Incorporation) if it is a corporation, it is validly incorporated, organised and subsisting in accordance with the laws of its place of incorporation.
|
|
|
(c) |
(Power and capacity) it has full power and capacity to enter into and perform its obligations under this deed.
|
|
|
(d) |
(Corporate authorisations) all necessary authorisations for the execution, delivery and performance by the Company of this deed in accordance with its terms have been obtained or will be obtained
prior to the Option Issue Date.
|
|
|
(e) |
(No legal impediment) the execution, delivery and performance of this deed:
|
|
|
(1) |
complies with its constitution or other constituent documents (as applicable); and
|
|
|
(2) |
does not constitute a breach of any law or obligation, or cause or result in a default under any deed, or Encumbrance, by which it is bound and that would prevent it from entering into and performing its obligations under this deed.
|
|
|
(f) |
(Solvency):
|
|
|
(1) |
it has not gone, or proposed to go, into liquidation;
|
|
|
(2) |
it has not passed a winding‑up resolution or commenced steps for winding‑up or dissolution;
|
|
|
(3) |
it has not received a deregistration notice under section 601AB of the Corporations Act or applied for deregistration under section 601AA of the Corporations Act;
|
|
|
(4) |
it has not been presented or threatened with a petition or other process for winding‑up or dissolution and, so far as the Company is aware, there are no circumstances justifying a petition or other process;
|
|
|
(5) |
no receiver, receiver and manager, judicial manager, liquidator, administrator, official manager has been appointed, or is threatened or expected to be appointed, over the whole or a substantial part of the undertaking or property of
the Company, and, so far as the Company is aware, there are no circumstances justifying such an appointment; and
|
|
|
(6) |
it has not entered into, or taken steps or proposed to enter into, any arrangement, compromise or composition with or assignment of the benefit of its creditors or class of them.
|
|
|
(g) |
(Official list)
|
|
|
(1) |
it has been admitted to and is listed on the Official List;
|
![]() |
Schedule 1
|
Company Warranties |
|
|
(2) |
it has not been removed from the Official List and no removal from the Official List has been threatened by the ASX; and
|
|
|
(3) |
the Shares are quoted on the ASX and have not been suspended from quotation and no suspension has been threatened by the ASX.
|
|
|
(h) |
(Allotment of securities) the Company has full power and authority to allot and issue options in the capital of the Company.
|
|
|
(i) |
(No restriction on issue) subject to Tranche Completion occurring and satisfaction of the condition precedent in clause 4.1, there is no restriction on the issue of Options to the Subscriber.
|
|
|
(j) |
(Capitalisation) as at the date of this deed, the Company has on issue:
|
|
|
(1) |
11,543,296,014 Shares;
|
|
|
(2) |
2,234,482 options; and
|
|
|
(3) |
280,457,240 performance rights,
|
|
|
(k) |
(No breach) the offer and issue of the Options to the Subscriber complies with the Corporations Act, the ASX Listing Rules and all other obligations and deeds binding on the Company and its
members.
|
|
|
(l) |
(Disclosure and information)
|
|
|
(1) |
the Company is in compliance with its periodic and continuous disclosure obligations under the ASX Listing Rules and the Corporations Act and as at the date of this deed no information is being excluded from disclosure under ASX
Listing Rule 3.1A, other than in respect of the subject matter of a draft ASX announcement that has been provided to the Subscriber, which will be included in an ASX announcement immediately following execution of this deed;
|
|
|
(2) |
as at the date of this deed, the Company has:
|
|
|
(A) |
prepared in good faith, the written information and documents made available to the Subscriber and its advisers in the electronic data room maintained by the Company and all written answers or written confirmations provided to the
Company in response to requests for information (the Disclosed Information); and
|
|
|
(B) |
not intentionally withheld any information from the Disclosed Information.
|
|
|
(m) |
(Compliance of the Company)
|
|
|
(1) |
to the best of its knowledge and belief, the Company and its related bodies corporate have conducted their business in compliance with all applicable laws and with all required authorisations, in each case in all material respects;
|
|
|
(2) |
the Company holds all necessary material authorisations, licences and third party consents required for the conduct of its business as it is carried on at the date of this deed;
|
|
|
(3) |
the Company has not received any written notice that any material authorisations, licences or third party consents required for the conduct of its business will be terminated, suspended, modified or, if applicable, will not be renewed;
and
|
![]() |
Schedule 1
|
Company Warranties |
|
|
(4) |
to the best of the Company’s knowledge and belief, there are no circumstances under the Merger which may result in the breach, revocation or variation in any material respect of any licence, tenement, consent, registration, permission,
authorisation and permit held by the Company, or which would hinder or prevent its renewal.
|
|
|
(n) |
(Litigation)
|
|
|
(1) |
the Company is not the subject of or involved in, and to the best of its knowledge and belief, there are no facts or circumstances that may give rise to any material proceedings before or investigations by any Government Agency, and no
such proceeding or investigation is pending, threatened or anticipated; and
|
|
|
(2) |
the Company is not a claimant or defendant in, or otherwise party to, any material litigation, arbitration or mediation proceedings, or other dispute resolution process and, as far as the Company is aware, there are no facts or
circumstances that are reasonably likely to give rise to such proceedings or claims.
|
|
|
(o) |
(Tax) all taxes which the Company is liable to pay or is required to withhold from any payment made to another person, which are due and payable, have been paid to the appropriate authorities by
the due date for payment.
|
![]() |
|
|
|
|
|
|
|
(a) |
(Power and capacity) it has full power and capacity to enter into and perform its obligations under this deed.
|
|
|
(b) |
(Corporate authorisations) all necessary authorisations for the execution, delivery and performance by the Subscriber of this deed in accordance with its terms have been obtained or will be
obtained prior to the Options Issue Date.
|
|
|
(c) |
(No legal impediment) the execution, delivery and performance of this deed:
|
|
|
(1) |
complies with its constitution or other constituent documents (as applicable); and
|
|
|
(2) |
does not constitute a breach of any law or obligation, or cause or result in a default under any deed, or Encumbrance, by which it is bound and which would prevent it from entering into and performing its obligations under this deed.
|
|
|
(d) |
(Investor): it is a:
|
|
|
(1) |
sophisticated investor within the meaning of section 708(8) of the Corporations Act or an experienced investor meeting the criteria in section 708(10) of the Corporations Act or a “professional investor” within the meaning of section
708(11) of the Corporations Act; or
|
|
|
(2) |
a person to whom the offer of Shares can lawfully be made and the Subscription Shares can lawfully be issued under all applicable laws and regulations in the jurisdiction in which it is situated without the need for any approval,
registration, filing or lodgement of any kind (including with or by a government organisation), including a prospectus or other disclosure document.
|
|
|
(e) |
(Solvency):
|
|
|
(1) |
it has not gone, or proposed to go, into liquidation;
|
|
|
(2) |
it has not passed a winding‑up resolution or commenced steps for winding‑up or dissolution;
|
|
|
(3) |
it has not received a deregistration notice under section 601AB of the Corporations Act or applied for deregistration under section 601AA of the Corporations Act;
|
|
|
(4) |
it has not been presented or threatened with a petition or other process for winding‑up or dissolution and, so far as the Subscriber is aware, there are no circumstances justifying a petition or other process;
|
|
|
(5) |
no receiver, receiver and manager, judicial manager, liquidator, administrator, official manager has been appointed, or is threatened or expected to be appointed, over the whole or a substantial part of the undertaking or property of
the Subscriber, and, so far as the Subscriber is aware, there are no circumstances justifying such an appointment; and
|
|
|
(6) |
it has not entered into, or taken steps or proposed to enter into, any arrangement, compromise or composition with or assignment of the benefit of its creditors or class of them.
|
![]() |
Schedule 2
|
Option Terms |
|
|
|
|
|
1. |
Each Option entitles the holder to subscribe for one fully paid new share in the capital of Sayona Mining Limited ACN 091 951 978 (Company) (Share) upon
exercise, subject to any permitted adjustments under these terms:
|
|
|
(a) |
the exercise price for each Option is $0.032 or, if following the share capital consolidation approved by the Company’s shareholders on 31 July 2025 (Approved Consolidation)
has occurred, $4.80 (Exercise Price); and
|
|
|
(b) |
each Option may be exercised at any time from the date of issue until 5.00pm (Brisbane time) on 31 December 2028 (Expiry Date). Any Option not exercised by the Expiry Date will lapse.
|
|
|
2. |
Options may be exercised in whole or in parcels (provided that any parcels are a minimum of 200,000,000 Options (or 1,333,333 Options following the Approved Consolidation) or the balance (if less) are exercised on each occasion the
Options are exercised) on or before the Expiry Date by delivering to the Company a written application for Shares on exercise of Options, duly executed by the Optionholder (Exercise Notice). The
Exercise Notice must:
|
|
|
(a) |
specify the number of Options being exercised (Relevant Number);
|
|
|
(b) |
be accompanied by payment to the Company in immediately available funds of an amount equal to the Exercise Price multiplied by the Relevant Number of Options being exercised (the Settlement Amount);
and
|
|
|
(c) |
enclose the option certificate issued to the Optionholder upon acquisition of the options (Option Certificate).
|
|
|
3. |
On receipt of the Exercise Notice, the Company (acting reasonably) must:
|
|
|
(a) |
certify to the Optionholder by written notice within 2 Business Days of the receipt by it of the Exercise Notice that the disclosure of “excluded information” in a Cleansing Notice (as contemplated and defined in section 13 below)
given in respect of the issue of the relevant Shares is not in the Company’s best interests at that time (such certification to be given by the Company’s directors with the benefit of written legal advice from outside counsel) and agree
such later date with the Optionholder for the fulfilment of the Exercise Notice in accordance with section 3(b), where failing agreement, such date will be taken to be the date nominated by the Company which must be no later than 20
Business Days after the date of the Exercise Notice; or
|
![]() |
Schedule 2
|
Option Terms |
|
|
(b) |
fulfil the Exercise Notice, as soon as possible, and in any event within 5 Business Days of the receipt by it of the Exercise Notice and Settlement Amount referred to above:
|
|
|
(i) |
issue to the Optionholder the Relevant Number of Shares;
|
|
|
(ii) |
issue, or cause to be issued, to the Optionholder a holding statement for the Relevant Number of Shares; and
|
|
|
(iii) |
if applicable, issue a replacement Option Certificate to the Optionholder for the balance of any unexercised Options.
|
|
|
4. |
Until the earlier of the Expiry Date and the exercise of all Options, the Company will give the Optionholder notice of all general meetings of the Company and of all resolutions to be considered at those meetings and all other
statements, notices, annual reports or circulars at the same time the shareholders of the Company are issued with those notices.
|
|
|
5. |
Until the earlier of the Expiry Date and the exercise of all Options, the Company must ensure that the Optionholder is given at least 3 Business Days written notice prior to the record date for any issue of Shares or other securities,
or rights to subscribe for Shares or other securities, that is made available to all holders of Shares as at the record date (Additional Rights).
|
|
|
6. |
If the Optionholder exercises any Option prior to the record date in respect of Additional Rights, the Optionholder will be entitled to take up Additional Rights on the same terms and conditions as applicable to the other shareholders
of the Company.
|
|
|
7. |
An Option does not confer any of the rights of a shareholder of the Company, including any rights to vote or to dividends in respect of Shares.
|
|
|
8. |
An Option does not confer any right on the holder to participate in a new issue without exercising the Option.
|
|
|
9. |
Any Share issued to the Optionholder as a result of the exercise of an Option will rank pari passu in all respects with all other Shares then on issue. Shares issued upon the exercise of Options will only carry an entitlement to
receive a dividend if they are issued before the record date for that dividend.
|
|
|
10. |
If the Company makes a Bonus Issue to holders of Shares:
|
|
|
(a) |
the number of Shares over which an option is exercisable is increased by the number of Shares that the Optionholder would have received if the option had been exercised before the record date for the Bonus Issue; and
|
|
|
(b) |
no change will be made to the Exercise Price.
|
|
|
11. |
The Options are freely transferable.
|
|
|
12. |
If, before exercise or expiry of the Options, the Company implements a reorganisation of its capital (including by way of the Approved Consolidation):
|
![]() |
Schedule 2
|
Option Terms |
|
|
(a) |
the Options must be treated in the manner required by the ASX Listing Rules;
|
|
|
(b) |
the Company must notify the Optionholder of any proposed variation to the terms of Options no less than 5 Business Days prior to the date of variation; and
|
|
|
(c) |
the Company must provide confirmation to the Optionholder promptly after the date of variation that the terms of the Options have been varied as proposed.
|
|
|
13. |
At the time any Shares are issued upon the exercise of Options, the Company will:
|
|
|
(a) |
apply to ASX for official quotation of the Share as soon as practicable, and in any event within 5 Business Days after the date that the Shares are issued;
|
|
|
(b) |
procure that the relevant ASIC and ASX forms are lodged to reflect the issue of the Shares; and
|
|
|
(c) |
give to the ASX a notice under section 708A(5)(e) of the Corporations Act (Cleansing Notice) on the day following the issue of Shares on exercise of the option, unless the Company cannot meet the
criteria in "case 1" of section 708A of the Corporations Act, in which case:
|
|
|
(i) |
the Company will comply with the criteria in “case 2” of section 708A of the Corporations Act and issue a disclosure document under Chapter 6D.2 of the Corporations Act as soon as reasonably practicable after the date of exercise of
the option and in any event within 20 Business Days of that date; and
|
|
|
(ii) |
until the Company has issued the disclosure document under section 13(c)(i), the Optionholder must not transfer, assign, sell or otherwise dispose of the relevant Shares other than to a person that does not need disclosure under
section 708 of the Corporations Act.
|
![]() |
Schedule 2
|
Signing page |
|
Executed as a deed
|
|
|
|
|
|
Company
|
||||
|
Signed by
Sayona Mining Limited
by
|
||||
|
sign here ►
|
/s/ Dylan Roberts
|
sign here ►
|
/s/ Lucas Dow
|
|
|
Company Secretary/Director
|
Director
|
|||
|
|
||||
|
print name
|
Dylan Roberts
|
print name
|
Lucas Dow
|
|
|
|
Subscriber
|
||
|
EXECUTED by RESOURCE CAPITAL FUND VIII L.P.
By: Resource Capital Associates VIII L.P., General Partner
By: RCFM GP L.L.C., General Partner
|
)
)
)
)
)
)
)
|
/s/ Mason Hills
By: Mason Hills, General Counsel, Partner
|
|
Name
|
State or Other Jurisdiction of Incorporation or Organization
|
|
|
Sayona East Kimberley Pty Ltd
|
Queensland, Australia
|
|
|
Sayona International Pty Ltd
|
Queensland, Australia
|
|
|
Sayona Lithium Pty Ltd
|
Queensland, Australia
|
|
|
9474-9454 Québec Inc.
|
Québec, Canada
|
|
|
Sayona Inc.
|
Québec, Canada
|
|
|
Sayona North Inc.
|
Québec, Canada
|
|
|
Sayona Québec Inc.
|
Québec, Canada
|
|
|
North American Lithium Inc.
|
Québec, Canada
|
|
|
Piedmont Lithium Inc.
|
Delaware
|
|
|
Piedmont Lithium Carolinas, Inc.
|
North Carolina
|
|
|
Piedmont Lithium Cayman Inc.
|
Cayman Islands
|
|
|
Piedmont Lithium Finland Holdings, LLC
|
Delaware
|
|
|
Piedmont Lithium Finland Oy
|
Finland
|
|
|
Lasec Exploration Canada Inc.
|
Ontario, Canada
|
|
|
Piedmont Lithium International Canada BC ULC
|
British Columbia, Canada
|
|
|
Piedmont Lithium Newfoundland Holdings, LLC
|
Delaware
|
|
|
Piedmont Lithium PTY LTD
|
Western Australia, Australia
|
|
|
Piedmont Lithium Quebec Holdings, LLC
|
Delaware
|
|
|
Piedmont Lithium Ghana Holdings, LLC
|
Delaware
|
|
|
PLNC Holdings, LLC
|
Delaware
|
|
|
PLNC Land, LLC
|
Delaware
|
|
|
PLTN Holdings, LLC
|
Delaware
|
|
|
PLTN Land, LLC
|
Delaware
|
|
|
PLTN Real Estate, LLC
|
Delaware
|
|
|
Piedmont Lithium International US, LLC
|
Delaware
|
|
1.
|
PURPOSE OF THIS POLICY
|
1 |
|
2.
|
WHO THIS POLICY APPLIES TO
|
1 |
|
3.
|
RESTRICTIONS APPLYING TO ALL PERSONNEL
|
2 |
|
4.
|
ADDITIONAL TRADING RESTRICTIONS
|
5 |
|
5.
|
ADDITIONAL RESTRICTIONS APPLYING TO RESTRICTED PERSONS
|
6 |
|
6.
|
DEALINGS EXCLUDED FROM THIS POLICY
|
6 |
|
7.
|
THE LAWS REGARDING INSIDER TRADING
|
7 |
|
8.
|
BREACHES OF THIS POLICY
|
7 |
|
9.
|
REVIEW
|
7 |
|
10.
|
WHO DO I CONTACT ABOUT THIS POLICY?
|
7 |
|
11.
|
CLEARANCE TO DEAL FLOWCHART
|
8 |
| 1. |
PURPOSE OF THIS POLICY
|
| 2. |
WHO THIS POLICY APPLIES TO
|
|
|
(a) |
family members who may be expected to influence or be influenced by Elevra Personnel in their dealings with Elevra or its securities (for example, spouses, partners, children, the children of partners of
Personnel, dependants or their partners’ dependants); and
|
|
|
(b) |
a company or any other entity (including any partnership, trust or estate) that Elevra Personnel have an ability to control.
|
| 3. |
RESTRICTIONS APPLYING TO ALL PERSONNEL
|
| 3.1. |
No dealing while in possession of inside information
|
|
|
(a) |
the financial performance of Elevra against its budget;
|
|
|
(b) |
entry into or termination of a significant contract;
|
|
|
(c) |
actual or proposed mergers, acquisitions or joint ventures; and
|
|
|
(d) |
actual or possible discoveries of reserves.
|
|
|
(a) |
they are aware of Inside Information; or
|
|
|
(b) |
Elevra has notified Personnel that they or their Related Parties must not deal in securities (either for a specified period, or until Elevra gives further notice).
|
| 3.2. |
The newspaper test
|
| 3.3. |
No dealing in blackout periods
|
|
|
(a) |
From close of trading on 30 June until one trading day following the release of the Elevra full year results to the ASX, usually released in or around August each year;
|
|
|
(b) |
From close of trading on 31 December until one trading day following the release of the Elevra half-year results to the ASX, usually released in or around February each year;
|
|
|
(c) |
The period from the close of trading at the end of each calendar quarter (being end of March, June, September and December) until one trading day following the release of the Elevra quarterly report to the ASX
(usually released during mid to late January, April, July and October); and
|
|
|
(d) |
Any other period determined by the Board from time to time.
|
|
|
(a) |
the whole of January;
|
|
|
(b) |
the first two to three weeks of February;
|
|
|
(c) |
the first two to three weeks of April;
|
|
|
(d) |
the whole of July;
|
|
|
(e) |
the first two to three weeks of August; and
|
|
|
(f) |
the first two to three weeks of October.
|
| 3.4. |
Exceptional circumstances – Blackout period
|
|
|
(a) |
Apply in writing (including by email) to the relevant Clearance Officer indicated in the table below;
|
|
|
(b) |
Confirm that they or the Related Party are not in possession of any price-sensitive information relating to Elevra; and
|
|
|
(c) |
Provide sufficient evidence that the proposed dealing is the most reasonable course of action in the circumstances.
|
|
Person
|
Clearance Officer
|
|
Directors (including the MD/CEO and
excluding Chair)
|
Chair
|
|
Chair
|
Chair of the Audit and Risk Committee
|
|
All other Personnel
|
MD/CEO
|
|
Nominated Employees
|
MD/CEO or Company Secretary
|
| 3.5. |
Hedging
|
| 3.6. |
Other financial arrangements (including margin loans)
|
| 3.7. |
Standing and Limit Orders
|
| 3.8. |
Short-term trading
|
| 3.9. |
Dealing in other company’s securities
|
| 4. |
ADDITIONAL TRADING RESTRICTIONS
|
|
Restricted Person
|
Person Giving Approval
|
|
Directors (including the MD/CEO and
excluding Chair)
|
Chair
|
|
Chair
|
Chair of the Audit and Risk Committee
|
|
Senior Personnel reporting to the
MD/CEO
|
MD/CEO
|
|
Nominated Personnel (other persons nominated by the Company Secretary)
|
MD/CEO or Company Secretary
|
|
|
(a) |
submit written notification to the Company Secretary confirming that they or their Related Party are not in possession of any price-sensitive information;
|
|
|
(b) |
obtain prior approval (in writing or by email) from the person indicated in the table above;
|
|
|
(c) |
undertake the intended dealing within seven (7) business days following the day clearance is given;
|
|
|
(d) |
advise the Company Secretary promptly when trading has occurred. Directors should note that Elevra is required to notify the ASX of any dealings by Directors in Elevra securities within five (5) business days of the dealing taking place.
|
|
|
(e) |
a request for approval to deal will be answered as soon as practicable. The approver may grant or refuse the request and impose conditions on the dealing at their discretion.
|
| 5. |
DEALINGS EXCLUDED FROM THIS POLICY
|
|
|
(a) |
participation in an employee, executive or director share plan operated by Elevra. However, where Elevra securities granted under such a plan cease to be held under the terms of that plan, any dealings in those
securities must only occur in accordance with this policy;
|
|
|
(b) |
the following categories of trades:
|
| (i) |
acquisition of Elevra securities through a dividend reinvestment plan, a share purchase plan available to all retail shareholders, or a rights issue; and
|
|
|
(ii) |
disposal of Elevra securities through the acceptance of a takeover offer, scheme of arrangement or equal access buy-back.
|
|
|
(c) |
dealings that result in no effective change to the beneficial interest in the securities (for example, transfers of Elevra securities already held into a superannuation fund or trust of which the relevant person
is a beneficiary);
|
|
|
(d) |
trading under a pre-approved non-discretionary trading plan, where the person did not enter into the plan or amend the plan during a blackout period, the plan does not permit the person to exercise any influence
or discretion in relation to trading under the plan and the plan cannot be cancelled during a blackout period, other than in exceptional circumstances;
|
|
|
(e) |
subject to Section 3.6 of this policy, a disposal of securities of Elevra that is the result of a secured lender exercising their rights, for example, under a margin lending arrangement; and
|
|
|
(f) |
trading in securities of Elevra by a trust where the relevant person is a trustee, provided that the person is not a beneficiary of the trust and any decision to trade during a blackout period is taken by the
other trustees or by independent managers independently of that person.
|
| 6. |
THE LAWS REGARDING INSIDER TRADING
|
|
|
(a) |
buy or sell securities in that company, or enter in an agreement to buy or sell securities, or exercise options over securities, or otherwise apply for, acquire or dispose of securities (deal);
|
|
|
(b) |
encourage someone else to deal in securities in that company; or
|
|
|
(c) |
directly or indirectly provide that information to another person where they know, or ought to know, that that person is likely to deal in securities or encourage someone else to deal in securities of that
company (tipping).
|
| 7. |
BREACHES OF THIS POLICY
|
| 8. |
REVIEW
|
| 9. |
WHO DO I CONTACT ABOUT THIS POLICY?
|
| 10. |
CLEARANCE TO DEAL FLOWCHART
|
|
TRADING POLICY
|
8 |
|
|
1. |
I have reviewed this annual report on Form 20-F of Elevra Lithium Limited (the “Company”);
|
|
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
|
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for,
the periods presented in this report;
|
|
|
4. |
The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:
|
| (a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
(b) |
[paragraph omitted in accordance with Exchange Act Rule 13a-14(a)];
|
|
|
(c) |
Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
|
|
|
(d) |
Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the
Company’s internal control over financial reporting; and
|
|
|
5. |
The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or
persons performing the equivalent functions):
|
|
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report
financial information; and
|
|
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
|
|
Date: October 31, 2025
|
|
|
/s/ Lucas Dow
|
|
|
Lucas Dow
|
|
|
Managing Director and Chief Executive Officer of Elevra Lithium Limited
|
|
|
1. |
I have reviewed this annual report on Form 20-F of Elevra Lithium Limited (the “Company”);
|
|
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
|
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for,
the periods presented in this report;
|
|
|
4. |
The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:
|
|
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
(b) |
[paragraph omitted in accordance with Exchange Act Rule 13a-14(a)];
|
|
|
(c) |
Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
|
|
|
(d) |
Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the
Company’s internal control over financial reporting; and
|
|
|
5. |
The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or
persons performing the equivalent functions):
|
|
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report
financial information; and
|
|
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
|
|
Date: October 31, 2025
|
|
|
/s/ Christian Cortes
|
|
|
Christian Cortes
|
|
|
Chief Financial Officer of Elevra Lithium Limited
|
| (1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
| (2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
Date: October 31, 2025
|
|
|
/s/ Lucas Dow
|
|
|
Lucas Dow
|
|
|
Managing Director and Chief Executive Officer of Elevra Lithium Limited
|
| (1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
Date: October 31, 2025
|
|
|
/s/ Christian Cortes
|
|
|
Christian Cortes
|
|
|
Chief Financial Officer of Elevra Lithium Limited
|
![]() |
Moore Australia
|
|
Level 12, 10 Eagle Street
|
|
|
Brisbane QLD 4000
|
|
|
GPO Box 475
|
|
|
Brisbane QLD 4001
|
|
|
|
|
|
T +61 7 3340 3800
|
|
|
E brisbane@moore-australia.com.au
|
|
|
www.moore-australia.com.au
|
| Yours faithfully | |
| /s/ Moore Australia |
|
|
Moore Australia Audit (QLD) Pty Ltd
|
|
|
Chartered Accountants
|
|
| /s/ Ann-Maree Robertson |
|
|
Ann-Maree Robertson
|
|
|
Director
|
|
Moore Australia Audit (WA)
|
|
Level 15, Exchange Tower
|
|
|
2 The Esplanade, Perth, WA 6000
|
|
|
PO Box 5785, St Georges Terrace, WA 6831
|
|
|
|
|
| T +61 8 9225 5355 |
|
| F +61 8 9225 6181 |
|
|
www.moore-australia.com.au
|
|
Yours faithfully
|
|
| /s/ Moore Australia |
|
|
Moore Australia Audit (WA)
|
|
|
Chartered Accountants
|
|
|
GREGORY GODWIN
|
|
| PARTNER |
![]() |
Ernst & Young
111 Eagle Street
Brisbane QLD 4000 Australia
GPO Box 7878 Brisbane QLD 4001
|
Tel: +61 7 3011 3333
Fax: +61 7 3011 3100 ey.com/au |
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/s/ Ernst & Young
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Brisbane, Australia
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31 October 2025
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Moore Australia Audit (WA)
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Level 15, Exchange Tower
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2 The Esplanade, Perth, WA 6000
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PO Box 5785, St Georges Terrace, WA 6831
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| T +61 8 9225 5355 |
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| F +61 8 9225 6181 |
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www.moore-australia.com.au
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/s/ Gregory Godwin
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GREGORY GODWIN
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PARTNER
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MOORE AUSTRALIA AUDIT (WA)
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Signed at Perth this 31st day of October 2025.
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1. |
The incorporation by reference into the filing and the use of the technical report summary titled “Authier Lithium Technical Report Summary” (the “Technical Report Summary”), with an effective date of June
30, 2024, referenced in the Annual Report;
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2. |
The use of and references to my name, including my status as an expert or “qualified person” (as defined in Item 1300 (Definitions) of Regulations S-K 1300 promulgated by the Securities and Exchange
Commission), in connection with the Annual Report and the Technical Report Summary; and
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3. |
Any extracts from or a summary of the Technical Report Summary included in or incorporated by reference in the Annual Report and the use of any information derived, summarized, quoted or referenced from the
Technical Report Summary, or portions thereof, that was or were prepared by me, that I supervised the preparation of and/or that was or were reviewed and approved or certified to by me, that is or are included or incorporated by reference
in the Annual Report.
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Dated October 31, 2025
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| /s/ Tony O'Connell |
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TONY O’CONNELL
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1. |
The incorporation by reference into the filing and the use of the technical report summary titled “Authier Lithium Technical Report Summary” (the “Technical Report Summary”), with an effective date of June 30,
2024, referenced in the Annual Report;
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2. |
The use of and references to my name, including my status as an expert or “qualified person” (as defined in Item 1300 (Definitions) of Regulations S-K 1300 promulgated by the Securities and Exchange Commission),
in connection with the Annual Report and the Technical Report Summary; and
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3. |
Any extracts from or a summary of the Technical Report Summary included in or incorporated by reference in the Annual Report and the use of any information derived, summarized, quoted or referenced from the
Technical Report Summary, or portions thereof, that was or were prepared by me, that I supervised the preparation of and/or that was or were reviewed and approved or certified to by me, that is or are included or incorporated by reference
in the Annual Report.
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Dated October 31, 2025
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| /s/ Steve Andrews |
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STEVE ANDREWS
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1. |
The incorporation by reference into the filing and the use of the technical report summary titled “Moblan Lithium Technical Report Summary” (the “Technical Report Summary”), with an effective date of June 30,
2024, referenced in the Annual Report;
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2. |
The use of and references to my name, including my status as an expert or “qualified person” (as defined in Item 1300 (Definitions) of Regulations S-K 1300 promulgated by the Securities and Exchange Commission),
in connection with the Annual Report and the Technical Report Summary; and
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3. |
Any extracts from or a summary of the Technical Report Summary included in or incorporated by reference in the Annual Report and the use of any information derived, summarized, quoted or referenced from the
Technical Report Summary, or portions thereof, that was or were prepared by me, that I supervised the preparation of and/or that was or were reviewed and approved or certified to by me, that is or are included or incorporated by reference
in the Annual Report.
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Dated October 31, 2025
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| /s/ Tony O'Connell |
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TONY O’CONNELL
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1. |
The incorporation by reference into the filing and the use of the technical report summary titled “Moblan Lithium Technical Report Summary” (the “Technical Report Summary”), with an effective date of June 30,
2024, referenced in the Annual Report;
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2. |
The use of and references to my name, including my status as an expert or “qualified person” (as defined in Item 1300 (Definitions) of Regulations S-K 1300 promulgated by the Securities and Exchange
Commission), in connection with the Annual Report and the Technical Report Summary; and
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3. |
Any extracts from or a summary of the Technical Report Summary included in or incorporated by reference in the Annual Report and the use of any information derived, summarized, quoted or referenced from the
Technical Report Summary, or portions thereof, that was or were prepared by me, that I supervised the preparation of and/or that was or were reviewed and approved or certified to by me, that is or are included or incorporated by reference
in the Annual Report.
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Dated October 31, 2025
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| /s/ Steve Andrews |
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STEVE ANDREWS
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1. |
The incorporation by reference into the filing and the use of the technical report summary titled “Moblan Lithium Technical Report Summary” (the “Technical Report Summary”), with an effective date of June 30,
2024, referenced in the Annual Report;
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2. |
The use of and references to my name, including my status as an expert or “qualified person” (as defined in Item 1300 (Definitions) of Regulations S-K 1300 promulgated by the Securities and Exchange
Commission), in connection with the Annual Report and the Technical Report Summary; and
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3. |
Any extracts from or a summary of the Technical Report Summary included in or incorporated by reference in the Annual Report and the use of any information derived, summarized, quoted or referenced from the
Technical Report Summary, or portions thereof, that was or were prepared by me, that I supervised the preparation of and/or that was or were reviewed and approved or certified to by me, that is or are included or incorporated by reference
in the Annual Report.
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Dated October 31, 2025
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| /s/ Simon O'Leary |
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SIMON O’LEARY
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1. |
The incorporation by reference into the filing and the use of the technical report summary titled “Moblan Lithium Technical Report Summary” (the “Technical Report Summary”), with an effective date of June 30,
2024, referenced in the Annual Report;
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2. |
The use of and references to my name, including my status as an expert or “qualified person” (as defined in Item 1300 (Definitions) of Regulations S-K 1300 promulgated by the Securities and Exchange
Commission), in connection with the Annual Report and the Technical Report Summary; and
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3. |
Any extracts from or a summary of the Technical Report Summary included in or incorporated by reference in the Annual Report and the use of any information derived, summarized, quoted or referenced from the
Technical Report Summary, or portions thereof, that was or were prepared by me, that I supervised the preparation of and/or that was or were reviewed and approved or certified to by me, that is or are included or incorporated by reference
in the Annual Report.
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Dated October 31, 2025
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| /s/ Alan Hocking |
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ALAN HOCKING
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1. |
The incorporation by reference into the filing and the use of the technical report summary titled “North American Lithium Technical Report Summary” (the “Technical Report Summary”), with an effective date of
June 30, 2024, referenced in the Annual Report;
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2. |
The use of and references to my name, including my status as an expert or “qualified person” (as defined in Item 1300 (Definitions) of Regulations S-K 1300 promulgated by the Securities and Exchange
Commission), in connection with the Annual Report and the Technical Report Summary; and
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3. |
Any extracts from or a summary of the Technical Report Summary included in or incorporated by reference in the Annual Report and the use of any information derived, summarized, quoted or referenced from the
Technical Report Summary, or portions thereof, that was or were prepared by me, that I supervised the preparation of and/or that was or were reviewed and approved or certified to by me, that is or are included or incorporated by reference
in the Annual Report.
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Dated October 31, 2025
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| /s/ Tony O'Connell |
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TONY O’CONNELL
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1. |
The incorporation by reference into the filing and the use of the technical report summary titled “North American Lithium Technical Report Summary” (the “Technical Report Summary”), with an effective date of
June 30, 2024, referenced in the Annual Report;
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2. |
The use of and references to my name, including my status as an expert or “qualified person” (as defined in Item 1300 (Definitions) of Regulations S-K 1300 promulgated by the Securities and Exchange
Commission), in connection with the Annual Report and the Technical Report Summary; and
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3. |
Any extracts from or a summary of the Technical Report Summary included in or incorporated by reference in the Annual Report and the use of any information derived, summarized, quoted or referenced from the
Technical Report Summary, or portions thereof, that was or were prepared by me, that I supervised the preparation of and/or that was or were reviewed and approved or certified to by me, that is or are included or incorporated by reference in
the Annual Report.
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Dated October 31, 2025
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| /s/ Steve Andrews |
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STEVE ANDREWS
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1. |
The incorporation by reference into the filing and the use of the technical report summary titled “North American Lithium Technical Report Summary” (the “Technical Report Summary”), with an effective date of
June 30, 2024, referenced in the Annual Report;
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2. |
The use of and references to my name, including my status as an expert or “qualified person” (as defined in Item 1300 (Definitions) of Regulations S-K 1300 promulgated by the Securities and Exchange
Commission), in connection with the Annual Report and the Technical Report Summary; and
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3. |
Any extracts from or a summary of the Technical Report Summary included in or incorporated by reference in the Annual Report and the use of any information derived, summarized, quoted or referenced from the
Technical Report Summary, or portions thereof, that was or were prepared by me, that I supervised the preparation of and/or that was or were reviewed and approved or certified to by me, that is or are included or incorporated by reference
in the Annual Report.
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Dated October 31, 2025
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| /s/ Simon O'Leary |
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SIMON O’LEARY
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1. |
The incorporation by reference into the filing and the use of the technical report summary titled “North American Lithium Technical Report Summary” (the “Technical Report Summary”), with an effective date of
June 30, 2024, referenced in the Annual Report;
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2. |
The use of and references to my name, including my status as an expert or “qualified person” (as defined in Item 1300 (Definitions) of Regulations S-K 1300 promulgated by the Securities and Exchange
Commission), in connection with the Annual Report and the Technical Report Summary; and
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3. |
Any extracts from or a summary of the Technical Report Summary included in or incorporated by reference in the Annual Report and the use of any information derived, summarized, quoted or referenced from the
Technical Report Summary, or portions thereof, that was or were prepared by me, that I supervised the preparation of and/or that was or were reviewed and approved or certified to by me, that is or are included or incorporated by reference
in the Annual Report.
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Dated October 31, 2025
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| /s/ Alan Hocking |
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ALAN HOCKING
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a. |
after beginning service as an Executive Officer,
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b. |
who served as an Executive Officer at any time during the performance period for the applicable Incentive-Based Compensation (regardless of whether such individual is serving as an Executive Officer at the time the Erroneously Awarded
Compensation is required to be repaid to the Company),
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c. |
while the Company had a class of securities listed on a national securities exchange or a national securities association, and
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during the applicable Recovery Period.
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the date the Company’s Board of Directors, a committee of the Company’s Board of Directors, or the officer or officers of the Company authorised to take such action if Board action is not required, concludes, or reasonably should have
concluded, that the Company is required to prepare a Restatement, or
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b. |
the date a court, regulator, or other legally authorised body directs the Company to prepare a Restatement.
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i. |
the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on
expense of enforcement, the Company must make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to recover, and provide that documentation to NASDAQ;
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recovery would violate home country law where that law was adopted prior to November 28, 2022. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country
law, the Company must obtain an opinion of home country counsel, acceptable to NASDAQ, that recovery would result in such a violation, and must provide such opinion to NASDAQ; or
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recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations
thereunder.
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