株探米国株
英語
エドガーで原本を確認する
false2024FY0001728205http://fasb.org/us-gaap/2024#RestructuringCostsAndAssetImpairmentChargeshttp://fasb.org/us-gaap/2024#OtherAssetsNoncurrenthttp://fasb.org/us-gaap/2024#OtherAssetsNoncurrenthttp://fasb.org/us-gaap/2024#OtherLiabilitiesCurrenthttp://fasb.org/us-gaap/2024#OtherLiabilitiesCurrent1iso4217:USDxbrli:sharesiso4217:USDxbrli:sharesxbrli:purepll:customerutr:tiso4217:USDutr:tpll:phasepll:optionpll:segmentpll:actionpll:petitioner00017282052024-01-012024-12-3100017282052024-06-3000017282052025-02-180001728205pll:SayonaQuebecIncMember2024-12-310001728205pll:VinlandLithiumMember2024-12-310001728205pll:GhanaProjectMember2024-12-310001728205pll:SayonaMiningLimitedMember2024-01-012024-03-3100017282052023-01-012023-12-3100017282052024-10-012024-12-3100017282052024-12-310001728205pll:AtlanticLithiumMember2024-01-012024-03-310001728205pll:AtlanticLithiumMember2024-03-310001728205pll:AtlanticLithiumMember2024-12-310001728205pll:SayonaMiningLimitedMember2024-03-310001728205pll:SayonaMiningLimitedMember2024-10-012024-12-310001728205pll:AtlanticLithiumMember2024-01-012024-12-310001728205pll:SayonaMiningLimitedMember2023-01-012023-12-310001728205pll:AtlanticLithiumMember2023-01-012023-12-3100017282052023-12-3100017282052022-12-310001728205us-gaap:CommonStockMember2022-12-310001728205us-gaap:AdditionalPaidInCapitalMember2022-12-310001728205us-gaap:RetainedEarningsMember2022-12-310001728205us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310001728205us-gaap:CommonStockMember2023-01-012023-12-310001728205us-gaap:AdditionalPaidInCapitalMember2023-01-012023-12-310001728205us-gaap:RetainedEarningsMember2023-01-012023-12-310001728205us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-12-310001728205us-gaap:CommonStockMember2023-12-310001728205us-gaap:AdditionalPaidInCapitalMember2023-12-310001728205us-gaap:RetainedEarningsMember2023-12-310001728205us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310001728205us-gaap:CommonStockMember2024-01-012024-12-310001728205us-gaap:AdditionalPaidInCapitalMember2024-01-012024-12-310001728205us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-12-310001728205us-gaap:RetainedEarningsMember2024-01-012024-12-310001728205us-gaap:CommonStockMember2024-12-310001728205us-gaap:AdditionalPaidInCapitalMember2024-12-310001728205us-gaap:RetainedEarningsMember2024-12-310001728205us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001728205pll:CreditFacilityMemberus-gaap:LineOfCreditMember2024-09-300001728205pll:CreditFacilityMember2024-12-310001728205srt:MinimumMember2024-01-012024-12-310001728205srt:MaximumMember2024-01-012024-12-310001728205pll:ThreeLargestCustomersMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2024-01-012024-12-310001728205pll:ThreeLargestCustomersMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2023-01-012023-12-310001728205country:US2023-01-012023-12-310001728205pll:StockIncentivePlanMember2024-12-310001728205pll:StockIncentivePlanMember2024-01-012024-12-310001728205pll:ExplorationCostsMember2024-01-012024-12-310001728205pll:ExplorationCostsMember2023-01-012023-12-310001728205us-gaap:SellingGeneralAndAdministrativeExpensesMember2024-01-012024-12-310001728205us-gaap:SellingGeneralAndAdministrativeExpensesMember2023-01-012023-12-310001728205us-gaap:RestructuringChargesMember2024-01-012024-12-310001728205us-gaap:RestructuringChargesMember2023-01-012023-12-310001728205srt:MinimumMember2023-01-012023-12-310001728205srt:MaximumMember2023-01-012023-12-310001728205pll:MilestonePRAsMember2024-12-310001728205pll:TSRPRAsMember2024-12-310001728205us-gaap:PerformanceSharesMember2024-12-310001728205pll:TSRPRAsMembersrt:MinimumMember2024-12-310001728205pll:TSRPRAsMembersrt:MaximumMember2024-12-310001728205pll:TSRPRAsMembersrt:MinimumMember2024-01-012024-12-310001728205pll:TSRPRAsMembersrt:MaximumMember2024-01-012024-12-310001728205pll:TSRPRAsMembersrt:MinimumMember2023-01-012023-12-310001728205pll:TSRPRAsMembersrt:MaximumMember2023-01-012023-12-310001728205pll:TSRPRAsMember2023-01-012023-12-310001728205pll:TSRPRAsMember2024-01-012024-12-310001728205us-gaap:RestrictedStockUnitsRSUMember2022-12-310001728205us-gaap:PerformanceSharesMember2022-12-310001728205us-gaap:RestrictedStockUnitsRSUMember2023-01-012023-12-310001728205us-gaap:PerformanceSharesMember2023-01-012023-12-310001728205us-gaap:RestrictedStockUnitsRSUMember2023-12-310001728205us-gaap:PerformanceSharesMember2023-12-310001728205us-gaap:RestrictedStockUnitsRSUMember2024-01-012024-12-310001728205us-gaap:PerformanceSharesMember2024-01-012024-12-310001728205us-gaap:RestrictedStockUnitsRSUMember2024-12-310001728205pll:A2024CostSavingsPlanMember2024-01-012024-03-310001728205pll:SeveranceAndEmployeeBenefitsMemberpll:A2024CostSavingsPlanMember2024-01-012024-03-310001728205pll:TennesseeLithiumMember2024-10-012024-12-310001728205pll:A2024CostSavingsPlanMember2024-10-012024-10-310001728205pll:A2024CostSavingsPlanMember2024-10-012024-12-310001728205pll:SeveranceAndEmployeeBenefitsMemberpll:A2024CostSavingsPlanMember2024-10-012024-12-310001728205pll:StockCompensationExpenseMemberpll:A2024CostSavingsPlanMember2024-10-012024-12-310001728205pll:A2024CostSavingsPlanMember2024-01-012024-12-310001728205pll:SeveranceAndEmployeeBenefitsMember2024-01-012024-12-310001728205pll:SeveranceAndEmployeeBenefitsMember2023-01-012023-12-310001728205pll:StockCompensationExpenseMember2024-01-012024-12-310001728205pll:StockCompensationExpenseMember2023-01-012023-12-310001728205us-gaap:FacilityClosingMember2024-01-012024-12-310001728205us-gaap:FacilityClosingMember2023-01-012023-12-310001728205us-gaap:OtherRestructuringMember2024-01-012024-12-310001728205us-gaap:OtherRestructuringMember2023-01-012023-12-310001728205us-gaap:EmployeeSeveranceMember2023-12-310001728205us-gaap:FacilityClosingMember2023-12-310001728205us-gaap:OtherRestructuringMember2023-12-310001728205us-gaap:EmployeeSeveranceMember2024-01-012024-12-310001728205us-gaap:EmployeeSeveranceMember2024-12-310001728205us-gaap:FacilityClosingMember2024-12-310001728205us-gaap:OtherRestructuringMember2024-12-310001728205us-gaap:EmployeeStockOptionMember2024-01-012024-12-310001728205us-gaap:EmployeeStockOptionMember2023-01-012023-12-310001728205us-gaap:RestrictedStockUnitsRSUMember2024-01-012024-12-310001728205us-gaap:RestrictedStockUnitsRSUMember2023-01-012023-12-310001728205us-gaap:PerformanceSharesMember2024-01-012024-12-310001728205us-gaap:PerformanceSharesMember2023-01-012023-12-310001728205us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2023-12-310001728205us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2022-12-310001728205us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2024-01-012024-12-310001728205us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2023-01-012023-12-310001728205us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2024-12-310001728205us-gaap:DomesticCountryMember2024-12-310001728205us-gaap:DomesticCountryMember2023-12-310001728205us-gaap:StateAndLocalJurisdictionMember2024-12-310001728205us-gaap:StateAndLocalJurisdictionMember2023-12-310001728205us-gaap:ForeignCountryMemberus-gaap:AustralianTaxationOfficeMember2024-12-310001728205us-gaap:ForeignCountryMemberus-gaap:AustralianTaxationOfficeMember2023-12-310001728205us-gaap:AustralianTaxationOfficeMemberus-gaap:AustralianTaxationOfficeMember2024-12-310001728205us-gaap:AustralianTaxationOfficeMemberus-gaap:AustralianTaxationOfficeMember2023-12-310001728205us-gaap:MiningPropertiesAndMineralRightsMember2024-12-310001728205us-gaap:MiningPropertiesAndMineralRightsMember2023-12-310001728205us-gaap:MineDevelopmentMember2024-12-310001728205us-gaap:MineDevelopmentMember2023-12-310001728205us-gaap:LandMember2024-12-310001728205us-gaap:LandMember2023-12-310001728205srt:MinimumMemberus-gaap:LeaseholdImprovementsMember2024-12-310001728205srt:MaximumMemberus-gaap:LeaseholdImprovementsMember2024-12-310001728205us-gaap:LeaseholdImprovementsMember2024-12-310001728205us-gaap:LeaseholdImprovementsMember2023-12-310001728205srt:MinimumMemberus-gaap:WellsAndRelatedEquipmentAndFacilitiesMember2024-12-310001728205srt:MaximumMemberus-gaap:WellsAndRelatedEquipmentAndFacilitiesMember2024-12-310001728205us-gaap:WellsAndRelatedEquipmentAndFacilitiesMember2024-12-310001728205us-gaap:WellsAndRelatedEquipmentAndFacilitiesMember2023-12-310001728205us-gaap:ConstructionInProgressMember2024-12-310001728205us-gaap:ConstructionInProgressMember2023-12-310001728205pll:SayonaMiningLimitedMember2022-12-310001728205pll:SayonaQuebecIncMember2022-12-310001728205pll:AtlanticLithiumMember2022-12-310001728205pll:VinlandLithiumMember2022-12-310001728205pll:VinlandLithiumMember2023-01-012023-12-310001728205pll:SayonaQuebecIncMember2023-01-012023-12-310001728205pll:SayonaMiningSayonaQuebecAndAtlanticLithiumMember2023-01-012023-12-310001728205pll:SayonaMiningLimitedMember2023-12-310001728205pll:SayonaQuebecIncMember2023-12-310001728205pll:AtlanticLithiumMember2023-12-310001728205pll:VinlandLithiumMember2023-12-310001728205pll:SayonaQuebecIncMember2024-01-012024-12-310001728205pll:VinlandLithiumMember2024-01-012024-12-310001728205pll:SayonaMiningLimitedMember2024-01-012024-12-310001728205pll:SayonaMiningLimitedMember2024-12-310001728205pll:SayonaMiningLimitedMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2024-01-012024-12-310001728205pll:AtlanticLithiumMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2024-01-012024-12-310001728205pll:SayonaQuebecIncMemberpll:SayonaMiningLimitedMember2024-12-310001728205pll:NorthAmericanLithiumMiningMemberpll:SayonaQuebecIncMember2024-12-310001728205pll:SayonaQuebecIncMember2024-12-310001728205pll:SayonaQuebecIncMemberpll:NorthAmericanLithiumMiningMember2024-01-012024-12-310001728205pll:SayonaQuebecIncMemberpll:NorthAmericanLithiumMiningMember2023-01-012023-12-310001728205srt:AffiliatedEntityMember2024-12-310001728205srt:AffiliatedEntityMember2023-12-310001728205pll:KillickLithiumMember2024-12-310001728205pll:SayonaQuebecIncMember2024-01-012024-12-310001728205pll:SayonaQuebecIncMember2023-01-012023-12-310001728205pll:SayonaQuebecIncMember2024-12-310001728205pll:SayonaQuebecIncMember2023-12-310001728205pll:EwoyaaProjectMember2024-12-310001728205pll:EwoyaaProjectMember2023-12-310001728205pll:KillickLithiumMember2023-12-310001728205pll:EwoyaaProjectMember2024-01-012024-12-310001728205pll:EwoyaaProjectMember2023-01-012023-12-310001728205pll:KillickLithiumMember2024-01-012024-12-310001728205pll:KillickLithiumMember2023-01-012023-12-310001728205pll:GhanaProjectPhaseOneMember2024-12-310001728205pll:GhanaProjectPhaseTwoMember2024-12-310001728205pll:KillickLithiumMembersrt:MaximumMember2023-10-310001728205pll:KillickLithiumMember2023-10-310001728205pll:CreditFacilityMember2022-12-310001728205pll:MiningInterestsFinancedBySellersMember2022-12-310001728205pll:InsurancePremiumFinancingLoanMember2022-12-310001728205pll:CreditFacilityMember2023-01-012023-12-310001728205pll:MiningInterestsFinancedBySellersMember2023-01-012023-12-310001728205pll:InsurancePremiumFinancingLoanMember2023-01-012023-12-310001728205pll:CreditFacilityMember2023-12-310001728205pll:MiningInterestsFinancedBySellersMember2023-12-310001728205pll:InsurancePremiumFinancingLoanMember2023-12-310001728205pll:CreditFacilityMember2024-01-012024-12-310001728205pll:MiningInterestsFinancedBySellersMember2024-01-012024-12-310001728205pll:InsurancePremiumFinancingLoanMember2024-01-012024-12-310001728205pll:MiningInterestsFinancedBySellersMember2024-12-310001728205pll:InsurancePremiumFinancingLoanMember2024-12-310001728205pll:CreditFacilityMemberus-gaap:LineOfCreditMember2024-09-110001728205pll:CreditFacilityMemberus-gaap:LineOfCreditMember2024-09-112024-09-110001728205pll:MiningInterestsFinancedBySellersMembersrt:MinimumMember2024-01-012024-12-310001728205pll:MiningInterestsFinancedBySellersMembersrt:MaximumMember2024-01-012024-12-310001728205pll:MiningInterestsFinancedBySellersMembersrt:MinimumMember2024-12-310001728205pll:MiningInterestsFinancedBySellersMembersrt:MaximumMember2024-12-310001728205pll:InsurancePremiumFinancingLoanMemberus-gaap:LineOfCreditMember2024-05-230001728205srt:MinimumMember2024-12-310001728205srt:MaximumMember2024-12-310001728205pll:ShelfRegistrationProgramMember2024-12-3100017282052024-11-3000017282052024-11-012024-11-3000017282052024-05-3100017282052024-02-012024-02-2900017282052024-02-290001728205pll:KillickLithiumMembersrt:MaximumMember2024-02-290001728205pll:AdvanceOfFundingObligationsToKillickLithiumProjectMember2023-11-012023-11-300001728205pll:AdvanceOfFundingObligationsToKillickLithiumProjectMember2023-11-300001728205pll:KillickLithiumMembersrt:MaximumMember2023-11-300001728205pll:LGChemMember2023-02-012023-02-280001728205pll:LGChemMember2023-02-280001728205us-gaap:TradeAccountsReceivableMember2024-12-3100017282052024-03-1100017282052024-06-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM 10-K
________________________________
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to ________
Commission File Number 001-38427
___________________________________________________________
Piedmont_Logo_RGB_300dpi.jpg
Piedmont Lithium Inc.
(Exact name of Registrant as specified in its Charter)
_________________________________________________________________________________________
Delaware 36-4996461
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
42 E Catawba Street
Belmont, North Carolina
28012
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (704) 461-8000

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common stock, $0.0001 par value per share PLL
The Nasdaq Capital Market
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ☒     No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes ☒     No ☐
1

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act.
Large accelerated filer Accelerated filer Emerging growth company
Non-accelerated filer Smaller reporting company
☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Exchange Act. 
☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act).
As of June 30, 2024, the aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant (based on the closing price of the registrant's common shares on the Nasdaq Stock Market for June 30, 2024) was approximately $190,429,937. For the purposes of the foregoing calculation only, all directors and executive officers of the registrant have been deemed affiliates.
As of February 18, 2025, there were 21,943,521 shares of the registrant’s common stock outstanding.
2

Table of Contents

Page
Glossary of Terms and Definitions
PART I
Item 1.
Item 1B.
Item 1C.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.
F-1
3

GLOSSARY OF TERMS AND DEFINITIONS

When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below:
2024 Cost Savings Plan Board approved action in response to the decline in the lithium market to reduce cash operating costs, defer capital spending, and limit cash investments in and advances to affiliates in 2024
401(k) Plan Piedmont Lithium 401(k) Plan
Annual Report Annual Report on Form 10-K
ASC Accounting Standards Codification
ASX Australian Securities Exchange
Atlantic Lithium Atlantic Lithium Limited
Atlantic Lithium Ghana Atlantic Lithium’s Ghanaian-based lithium portfolio companies
ATM Program at-the-market issuance sales agreement
ATVM Advanced Technology Vehicles Manufacturing
Authier Authier Lithium project
BAPE Bureau d’Audiences Publiques Sur l’Environnement
Board Piedmont Lithium’s Board of Directors
Carolina Lithium Carolina Lithium project
CD&A Compensation Discussion and Analysis
CDI CHESS Depository Interest
CERCLA Comprehensive Environmental Response, Compensation, and Liability Act
CODM Chief Operating Decision Maker
COSO Committee of Sponsoring Organizations of the Treadway Commission
CWA Clean Water Act
Credit Facility $25.0 million working capital financing arrangement with a trading company partner based on committed volumes of spodumene concentrate
Deloitte Deloitte & Touche LLP
DEMLR Department of Energy, Mineral and Land Resources
DFS definitive feasibility study
dmt dry metric ton(s)
DOE U.S. Department of Energy
DPA Defense Production Act of 1950, as amended
EPA U.S. Environmental Protection Agency
ESG environmental, social and governance
Ewoyaa Ewoyaa Lithium project
Exchange Act Securities Exchange Act of 1934
FASB Financial Accounting Standards Board
FCPA U.S. Foreign Corrupt Practices Act
FDIC Federal Deposit Insurance Corporation
FOB free on board
IRA Inflation Reduction Act of 2022
JORC Code
2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves
Killick Lithium Killick Lithium Inc.
LCE lithium carbonate equivalent
LG Chem LG Chem, Ltd.
Tennessee Lithium Tennessee Lithium project
Li2O
lithium oxide
LiOH·H2O
lithium hydroxide monohydrate
LiOH lithium hydroxide
Merger The merger, pursuant to the Merger Agreement, of Shock MergerCo Inc. with and into Piedmont, with Piedmont continuing as the surviving company
4

Merger Agreement Agreement and Plan of Merger, dated as of November 18, 2024, by and among Piedmont Lithium, Sayona Mining, and Shock MergerCo Inc., a Delaware corporation and a wholly owned subsidiary of Sayona Mining
Metso Metso Corporation
MIIF Minerals Income Investment Fund of Ghana
Milestone PRAs PRAs that could be earned based upon achievement of certain specified milestones
MT million metric tons
NAL North American Lithium Inc.
Nasdaq Nasdaq Capital Market
NCDEQ North Carolina Department of Environmental Quality
NCDOT North Carolina Department of Transportation
NEO named executive officer
NEPA National Environmental Protection Act
Piedmont Australia Piedmont Lithium Pty Ltd (formerly named Piedmont Lithium Limited)
PRAs performance rights awards
PwC PricewaterhouseCoopers LLP
QP Qualified Person, as defined in Regulation S-K, Subpart 1300, under the Securities Act of 1933
RCRA Resource Conservation and Recovery Act
Redomiciliation Redomiciliation of the Company from Australia to Delaware, effective May 17, 2021
Ricca Ricca Resources Limited
ROU right-of-use
RSUs restricted stock units
Sayona Mining Sayona Mining Limited
Sayona Quebec Sayona Quebec Inc.
SEC U.S. Securities and Exchange Commission
Securities Act Securities Act of 1933, as amended
SEH safety, environment and health
S-K 1300 Regulation S-K, Subpart 1300, under the Securities Act of 1933
SOFR secured overnight financing rate
spodumene concentrate
spodumene concentrate or SC[X] where “X” represents the lithium content of the concentrate on an Li2O% basis
Stock Incentive Plan Piedmont Lithium Inc. Stock Incentive Plan adopted by our Board on March 31, 2021
Tansim Tansim Lithium project
Title V Permit Title V Prevention of Significant Deterioration Air Permit
TSR total shareholder return
TSR PRAs
PRAs related to market goals based on a comparison of Piedmont Lithium’s total shareholder return relative to the total shareholder return of a pre-determined set of peer group companies for the performance periods
U.S. United States of America
U.S. GAAP U.S. generally accepted accounting principles
Vallée Vallée Lithium project
Vinland Lithium Vinland Lithium Inc.


Item 1.    BUSINESS
Overview
Piedmont Lithium Inc. (“Piedmont Lithium,” “Piedmont”, “we,” “us,” “our,” or “Company”) is a U.S.-based, development-stage company advancing a multi-asset, integrated lithium business in support of a clean energy economy and U.S. and global energy security. We plan to supply lithium hydroxide to the electric vehicle and battery manufacturing supply chains in North America by processing spodumene concentrate produced from assets we own or in which we have an economic interest.
Our portfolio includes our wholly-owned Carolina Lithium, a proposed fully integrated spodumene ore-to-lithium hydroxide project in Gaston County, North Carolina. The balance of our project portfolio includes strategic investments in lithium assets in Quebec, Canada, including the operational NAL mine; in Ghana, West Africa with Atlantic Lithium, including the Ewoyaa project; and in Newfoundland, Canada with Vinland Lithium, including the Killick Lithium project.
Piedmont Lithium incorporated in the State of Delaware on December 3, 2020. We maintain executive offices at 42 E Catawba Street, Belmont, NC, 28012, and our telephone number is (704) 461-8000. Our website address is www.piedmontlithium.com. Shares of our common stock, par value $0.0001 per share, are traded on the Nasdaq under the symbol “PLL” and our CDIs, each representing 1/100th of a share of our common stock, are traded on the ASX, also under the symbol “PLL.”
Proposed Merger with Sayona Mining
On November 18, 2024, we entered into the Merger Agreement with Sayona Mining, whereby Piedmont and Sayona Mining will be combined on a stock-for-stock basis where each share of Piedmont common stock, par value US$0.0001 per share, issued and outstanding immediately prior to the consummation of the Merger, subject to certain exclusions, shall be converted into the right to receive from Sayona Mining 527 Sayona Mining ordinary shares.
Consummation of the Merger, which is expected to occur mid-2025, is subject to certain closing conditions, including requisite approvals of Piedmont’s stockholders and Sayona Mining’s shareholders of the Merger Agreement. The Merger Agreement contains certain termination rights in favor of Sayona Mining and Piedmont, including if the Merger is not consummated on or before September 30, 2025 or if the requisite approvals of Sayona Mining shareholders and Piedmont stockholders are not obtained.
The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to this Annual Report.
See Part I, Item 1A -“Risk Factors-Risks Related to the Merger Agreement” in this Annual Report for additional information about the Merger.
Foreign Currencies
Our consolidated financial statements have been presented in our reporting currency, U.S. dollars.
Gains and losses arising from translations or settlements of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency translation adjustments resulting from the change in functional currency are included in “Other comprehensive (loss) income, net of tax,” and gains and losses resulting from foreign currency transactions are presented in “Other loss” in the consolidated financial statements.
Unless otherwise indicated, all references to “$” are to U.S. dollars, all references to “AUD” are to Australian dollars, and all references to “CAD” are to Canadian dollars.
Our Segment
We have one operating segment, which is also our reportable segment. Our CODM, who is also our CEO, manages our operations on a consolidated basis for purposes of allocating resources.
6

Strategy
Our strategic goal is to become a leading producer of lithium products in North America, supplied by geographically diverse and sustainable spodumene assets. North American demand for lithium continues to grow as a cornerstone material for the global energy transition, including the manufacturing of electric vehicles and development of energy storage systems. We believe our global portfolio of hard rock lithium assets should support a level of estimated lithium hydroxide production that will dramatically increase current production of lithium hydroxide in the United States.
Our plan is to produce battery-grade lithium hydroxide from spodumene concentrate. We believe spodumene concentrate represents the lowest-risk and most commercially scalable raw material source for the production of lithium hydroxide. Within our production process, we expect to use Metso’s pressure leach technology as well as a number of manufacturing processes commonly used in the lithium industry today. We plan, as part of our sustainability goals within our overall ESG strategy, to develop our greenfield operation in North Carolina as one of the most sustainable lithium hydroxide production operations in the world.
Our portfolio, which includes Carolina Lithium and strategic equity investments, are being developed on a measured timeline to optimize both near-term cash flow and long-term value maximization. At production, we expect to have an estimated lithium hydroxide manufacturing capacity of 60,000 metric tons per year, as compared to the current total estimated U.S. lithium hydroxide production capacity of approximately 20,000 metric tons per year. In support of our strategy, we continue to evaluate opportunities to further expand our resource base and production capacity.
Developing an Integrated Lithium Production Business—Key Projects
Quebec
Piedmont Lithium owns an equity interest of 25% in Sayona Quebec, which owns full equity interests in the NAL, Authier, Tansim, and Vallée properties. These projects are located in the Abitibi region of Quebec, Canada. We also hold an offtake agreement with Sayona Quebec for the greater of 113,000 dmt per year or 50% of annual spodumene concentrate production at market prices, subject to a price floor of $500 per dmt and a price ceiling of $900 per dmt for SC6, on a life-of-mine basis.
In February 2024, we sold approximately 1,250 million shares of Sayona Mining for an average of $0.03 per share. The shares sold represented approximately 12% of Sayona Mining’s outstanding shares and resulted in $41.4 million in net proceeds. The sale of these shares has no impact on Piedmont Lithium’s joint venture or offtake rights with Sayona Quebec.
NAL restarted production of spodumene concentrate in March 2023 and achieved steady-state production in June 2024. NAL progressively set record quarterly production levels of 40,439 dmt, 49,660 dmt, and 52,141 dmt, in the first quarter, second quarter, and third quarter, respectively, followed by 50,922 dmt in the fourth quarter, with significant increases in ore mined, mill utilization, and global recovery rates during 2024.
Sayona Mining achieved record production for the one-year period ended December 31, 2024, producing 193,162 dmt, of which 116,700 dmt were delivered to Piedmont Lithium in accordance with our offtake agreement. We, in turn, sold 116,700 dmt to our customers to whom we supply through offtake and purchase agreements, all of which contain market-based pricing mechanisms. We utilized an updated commercial strategy in the second half of 2024 to take advantage of lithium futures markets, resulting in an industry-leading realized spodumene concentrate price in the third and fourth quarters of 2024. Improved profitability was also the result of consolidation of shipments with Sayona Quebec, which reduced transportation costs. NAL completed construction of its tailings storage facility in the first quarter of 2024 and a crushed-ore dome in the second quarter of 2024. The completion of the dome contributed to the achievement of steady-state production in the second quarter of 2024 and is expected to be key in achieving full run-rate production throughput at NAL, thereby allowing for improved overall availability in the operation and resulting in meaningfully lower unit production costs. Increased blasting efficiencies and dilution management were utilized to deliver higher grades of ore to the plant in the second half of 2024. Continuing improvement of operating costs will be a key focus for NAL in 2025.
In addition to spodumene mining and concentrate production, NAL’s facilities also include a partially completed lithium carbonate plant, which was developed by a prior operator of NAL. In the event both we and Sayona Mining decide to jointly construct and operate a lithium conversion plant through our jointly-owned entity, Sayona Quebec, then spodumene concentrate produced from NAL would be preferentially delivered to that conversion plant upon commencement of conversion operations. Any remaining spodumene concentrate not delivered to a jointly owned conversion plant would first be delivered to Piedmont Lithium up to our offtake right and then to third parties.
7

In the third quarter of 2024, Sayona Mining announced an increase to the mineral resource estimate at NAL, including an increase to the mineral resources in the measured and indicated categories in accordance with JORC Code requirements.
Ghana
As of December 31, 2024, we have the ability to earn a 50% equity interest in Atlantic Lithium Ghana, which includes Ewoyaa. In August 2023, we exercised our option, to acquire an initial 22.5% equity interest, and expect to earn an additional 27.5% equity interest, subject to funding the first $70 million of development costs for Ewoyaa. Once our equity interests are acquired, and if both the mining lease is ratified and the agreement with MIIF is executed, Piedmont Lithium and Atlantic Lithium expect to each own a 40.5% equity interest in Ewoyaa. MIIF is expected to own a 6% equity interest in Ewoyaa, with the Government of Ghana expected to obtain a 13% free-carried interest in accordance with the mining lease. As of December 31, 2024, we have not received any shares in Atlantic Lithium Ghana.
Additionally, we hold an offtake agreement for 50% of annual production of spodumene concentrate from Ewoyaa at market prices on a life-of-mine basis, subject to our satisfaction of certain development cost funding requirements. Ewoyaa is Atlantic Lithium’s flagship project in the Cape Coast region of Ghana and located approximately 70 miles from the Port of Takoradi, a major port via a national highway. We anticipate the development of the Ewoyaa project to be key for delivering spodumene concentrate to the market.
In January 2024, MIIF commenced its investment in Atlantic Lithium through its purchase of Atlantic Lithium’s common stock totaling $5 million. In September 2023, Atlantic Lithium had announced that MIIF plans to invest (i) $27.9 million to acquire a 6% stake in Ewoyaa and (ii) $5 million in Atlantic Lithium’s common stock to help further, in part, the development of Ewoyaa. As part of these investments, it is our understanding that MIIF intends to fund 6% of all future exploration and development costs within Atlantic Lithium Ghana. These funds are expected to equally reduce Piedmont Lithium’s and Atlantic Lithium’s capital expenditure contributions for Ewoyaa.
In January 2024, we sold 24.5 million shares of Atlantic Lithium, for an average price of $0.32 per share, after which we retained shares representing approximately a 5% ownership interest. The shares sold resulted in net proceeds of $7.7 million.
In July 2024, the application to grant the Ewoyaa mining lease was submitted to the Ghanaian parliament to undergo the ratification process. The mining lease remains subject to parliamentary ratification as of the date of this Annual Report. Ewoyaa made key strides on the regulatory front in the second half of 2024 with the receipt of the environmental permit granted by Ghana’s Environmental Protection Agency in September 2024 and the Mine Operating Permit issued by the Minerals Commission of Ghana in October 2024.
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 metric tons of lithium hydroxide per year at full capacity. Due to the expected quality of this hard rock lithium asset, integration of the operation, existing infrastructure, and proximity to lithium and byproduct markets, we believe Carolina Lithium will be one of the lowest cost lithium hydroxide manufacturing operations in the world.
We received the mining permit for Carolina Lithium in 2024 and continue to engage in permitting activities with state and local agencies. In August 2021, we submitted a mining permit application to the NCDEQ’s DEMLR. Following our submission, we responded to a series of additional information requests made by DEMLR. In April 2024, DEMLR approved the mining permit application and issued the finalized permit in May 2024 following our posting of the required reclamation bond. A Prevention of Significant Deterioration – Title V Air Permit application was submitted to the NCDEQ Division of Air Quality and deemed complete in February 2023, and remains under review. We previously worked with the NCDEQ Division of Water Resources on a National Pollutant Discharge Elimination System permit for the site; however, we recently pivoted toward pursuit of North Carolina General Stormwater permits instead. As a result, we have withdrawn our National Pollutant Discharge Elimination System permit applications and submitted applications required to obtain North Carolina General Stormwater permits for both the conversion plant as well as the mine and concentrator operations.
Our goal in 2025 is to obtain the remaining material state permits for Carolina Lithium and assess the timeline for rezoning activities. The timeline for project development will take into consideration strategic partnerships and project financing activities, as well as market conditions.
8

Tennessee Lithium
Following the receipt of our Carolina Lithium state mining permit in the second quarter of 2024, and in response to changing market conditions, we consolidated our U.S. project development strategy by shifting the proposed Tennessee Lithium conversion capacity to Carolina Lithium. The updated strategy is designed to deploy capital and technical resources more efficiently and leverage our foundational North Carolina project with the potential for up to 60,000 metric tons of lithium hydroxide production per year .
The conversion capacity is expected to include two lithium hydroxide trains constructed in a phased approach. The bulk of previously completed front-end engineering work for Tennessee Lithium will be transferred to Carolina Lithium.
In 2024, we exited both our option agreement to purchase the proposed site for Tennessee Lithium and our purchase agreement to acquire an existing industrial facility in close proximity to our proposed Tennessee project site. We currently maintain in care and maintenance a 132-acre disposal facility adjacent to the former proposed Tennessee Lithium site, with the intention to sell the property in due time.
Strengths
We believe that we are well-positioned to successfully execute our business strategies primarily due to our following competitive strengths:
•Revenue generation from NAL—NAL, the largest producing lithium mine in North America, achieved run rate and multiple quarterly production records in 2024. We hold an offtake agreement with Sayona Quebec for the greater of 113,000 dmt per year or 50% of spodumene concentrate production from NAL at market prices, subject to a price floor of $500 per dmt and a price ceiling of $900 per dmt for SC6, on a life-of-mine basis. We, in turn, sell spodumene concentrate procured under our NAL offtake to Piedmont Lithium’s customers at market-based prices.
•Scale and diversification of resources—We own or hold interests in three significant spodumene resources located in Quebec, Ghana, and North Carolina. Beginning in January 2021, we have made investments in key spodumene resources and have established strategic partnerships with Sayona Mining and Atlantic Lithium. We continue to pursue opportunities to complement our business through additional acquisitions, joint ventures, strategic alliances, and investments.
•Advantageous locations and infrastructure—NAL is located in a well-established mining district within the Abitibi region of Quebec, Canada. The region provides access to infrastructure and is geopolitically advantageous. NAL is near the major mining town of Val-d’Or, Quebec, with access to rail, hydropower, and a skilled labor workforce. NAL has a partially completed lithium carbonate facility on site, which was developed by a previous operator. Ewoyaa is located in the Cape Coast region of Ghana with available power infrastructure nearby and direct highway access to Accra, which is approximately 60 miles from Ewoyaa. Ewoyaa also is approximately 70 miles from the deep-water Port of Takoradi, providing reasonable transport of spodumene concentrate. Carolina Lithium is well situated in a historical lithium region within the developing “Battery Belt.” The area features access to road and rail infrastructure, a highly skilled labor workforce, low-cost and low-carbon sources of baseload grid power, and research and development centers for lithium manufacturing.
•U.S.-based company—As a U.S.-domiciled and listed company with a U.S.-based proposed lithium project, Piedmont Lithium should benefit from policies aimed at supporting growth in the domestic battery supply chain and reducing reliance on foreign nations. These policies include the IRA’s Advanced Manufacturing Production Credit (Section 45X), which is available only to U.S. taxpayers and provides certain tax incentives for the production of applicable critical minerals. This credit is in addition to the opportunities available through the DOE’s ATVM loan program and DPA Title III loans or grants.
•Strategic funding—We are evaluating a variety of funding options to support development objectives aimed at maintaining shareholder value in the capital markets. ATVM, DPA loan(s) or grants, if awarded, are expected to cover a significant share of the capital required to develop Carolina Lithium, thereby strengthening the opportunity for strategic parties. Strategic partnerships, offtake prepayments, mineral royalties, and other opportunities are being considered to support the development of our projects and equity investments.
•Greenfield opportunities—Carolina Lithium is being designed as a new operation, which offers the opportunity to leverage modern technologies, systems, and procedures. We expect to utilize the innovative Metso pressure leach technology to convert spodumene concentrate to lithium hydroxide at this U.S. project. This technology is expected to provide a relative advantage in capital and operating costs and supports our ESG strategy to create a more sustainable operating profile as compared to other hard rock lithium conversion methods.
•Highly experienced management team—The Company is led by a highly experienced management team and has strong execution capabilities across all key functions.
9

Marketing, Sales, and Principal Markets
We continue to explore potential strategic partnerships and sales, offtake, and marketing agreements that will benefit the development of our assets as well as the U.S. electric vehicle supply chain.
Customers
On August 30, 2024, we entered into an amended offtake agreement with Tesla, Inc. to supply 125,000 dmt of spodumene concentrate from NAL. The term of the agreement runs through September 2026. Pricing is determined by a market-based mechanism. The initial term can be extended for an additional three years upon mutual agreement.
On February 16, 2023, we entered into a spodumene concentrate offtake agreement with LG Chem to sell 200,000 dmt of spodumene concentrate from our NAL offtake agreement. The term of the agreement expires four years from the date of first shipment or upon the delivery of 200,000 dmt. Pricing is determined by a market-based mechanism.
In addition to our offtake customers, we have entered into a series of purchase agreements with major international trading companies to facilitate individual sales. These purchase agreements provided for the delivery of spodumene concentrate primarily on an FOB vessel basis (Incoterms 2020) and included a partial prepayment convention.
Competition and Market Barriers
We compete with other mineral and chemical processing companies in connection with the acquisition of suitable exploration properties and the engagement of qualified personnel. Many of our competitors possess greater financial resources and technical capabilities than Piedmont Lithium. Although we aspire to be a leading lithium hydroxide producer in North America, the lithium mining and chemical industries are fragmented. We are one of many participants in these sectors. Many of our competitors, as compared to us, have been in business longer, have established more strategic partnerships and relationships, and have greater financial accessibility.
While we compete with other exploration companies in acquiring suitable properties, we believe there will be readily available purchasers of lithium chemical products or other industrial minerals if they are produced from any of our owned or leased properties. The price of our planned products may be affected by factors beyond our control, including fluctuations in the market prices for lithium, supplies of lithium, demand for lithium, and mining activities of others.
If we identify lithium mineralization that is determined to be of economic grade and in sufficient quantity to justify production, additional capital would be required to develop, mine, process, and sell such production. Our strategic partners, in which we have equity investments, face similar challenges as discussed above.
Government Regulations
Overview
Exploration and development activities for our projects are subject to extensive laws and regulations, which are overseen and enforced by multiple U.S. federal, state, and local authorities as well as foreign jurisdictions. These applicable laws govern exploration, development, production, exports, various taxes, labor standards, occupational and mine health and safety, waste disposal, protection and remediation of the environment, protection of endangered and protected species, and other matters. Various permits from government bodies are required for drilling, mining, or manufacturing operations to be undertaken, and we cannot be assured such permits will be received. Environmental laws and regulations may also, in addition to other requirements;
•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 our projects;
10

•require significant reclamation obligations in the future as a result of our mining and chemical operations; and
•require preparation of an environmental assessment or an environmental impact statement.
Compliance with environmental laws and regulations may impose substantial costs on us, subject us to significant potential liabilities, and have an adverse effect on our capital expenditures, results of operations, and competitive position. Violations and liabilities with respect to these laws and regulations could result in significant administrative, civil, and criminal penalties, remedial clean-ups, natural resource damages, permit modifications and/or revocations, operational interruptions and/or shutdowns, and other liabilities, as well as reputational harm, including damage to our relationships with customers, suppliers, investors, governments and other stakeholders. The costs of remedying such conditions may be significant, and remediation obligations could adversely affect our business, results of operations, and financial condition. Federal, state, and local legislative bodies and agencies frequently revise environmental laws and regulations, and any changes in these regulations, or the interpretations thereof, could require us to expend significant resources to comply with new laws or regulations or changes to current requirements and could have a material adverse effect on our business operations. As of the date of this Annual Report, other than with respect to the permitting activities of Carolina Lithium, we have not been required to spend material amounts on compliance regarding environmental regulations.
Permits
Obtaining and renewing governmental permits are complex and time-consuming processes and involves numerous jurisdictions, public hearings, and possibly costly undertakings. The timeliness and success of permitting efforts are contingent upon many variables not within our control, including the interpretation of permit approval requirements administered by the applicable permitting authority. We may not be able to obtain or renew permits that are necessary for our planned operations, or the cost and time required to obtain or renew such permits may exceed our expectations. Any unexpected delays or costs associated with the permitting process could delay the exploration, development and/or operation of our projects. For additional information, see Part I, Item 1A, “Risk Factors—We will be required to obtain governmental permits and approvals in order to conduct development and mining operations, a process that is often costly and time-consuming. There is no certainty that all necessary permits and approvals for our planned operations will be granted.”
Carolina Lithium
In November 2019, we were granted a CWA Section 404 Standard Individual Permit from the U.S. Army Corps of Engineers for our integrated Carolina Lithium project. We received an updated preliminary jurisdictional determination in March 2022 based on an updated footprint of the integrated site.
In July 2022, we received an updated CWA Section 401 Individual Water Quality Certificate from the NCDEQ Division of Water Resources for our Carolina Lithium project.
In August 2021, we submitted a mining permit application to the NCDEQ’s DEMLR. Since our submission, we have responded to a series of additional information requests made by DEMLR. In March 2024, we responded to the last round of DEMLR additional information requests which resulted in Piedmont’s application being approved with the final permit received in May 2024.
In September 2021, the Gaston County Board of Commissioners updated its Unified Development Ordinance which, in part, defines operational requirements for new mines and quarries in the county and provides the parameters for the requisite conditional district zoning.
We hold a Synthetic Minor Construction and Operation Permit issued by the NCDEQ’s Division of Air Quality for our property in Kings Mountain, North Carolina. In June 2022, we submitted an application to modify the active air permit to incorporate the use of Metso’s pressure leach technology; however, in March 2024, we withdrew the modification application and continue to hold the air permit in its original form. We currently intend to sell this property since it is not strategic for the development of the Carolina Lithium project.
In January 2022, we submitted a determination request to NCDEQ’s Division of Air Quality in connection with Carolina Lithium. In March 2022, we received a response to this request informing us that Carolina Lithium would require a Title V Permit. In August 2022, we submitted our Title V Permit application, which was deemed complete in February 2023 and is subject to ongoing review.
We previously worked with the NCDEQ Division of Water Resources on a National Pollutant Discharge Elimination System permit for the site; however, we recently pivoted toward pursuit of North Carolina General Stormwater permits instead. As a result, we have withdrawn our National Pollutant Discharge Elimination System permit applications and submitted applications required to obtain North Carolina General Stormwater permits for both the conversion plant as well as the mine and concentrator operations.
11

Exploration and evaluation activities for our Carolina Lithium project included drilling, which was authorized under a general stormwater permit initially approved in 2017 by the NCDEQ and updated in April 2019, October 2019, and June 2021. We have reclamation obligations under this permit requiring us to reclaim all disturbed drill pads and temporary roads to the approximate original contours, including the seeding of grass and straw to stabilize any disturbances. Generally, we are required to affect such reclamation within 14 days following drilling. We have concluded that this cost of reclamation obligations is immaterial.
We may be required to obtain additional permits and approvals for Carolina Lithium, including but not limited to, a municipal wastewater permit by the City of Gastonia Wastewater Treatment, a road abandonment approved by the NCDOT and Gaston County under North Carolina General Statute 136-63, an encroachment permit for an at-grade rail crossing issued by the NCDOT, various driveway permits issued by the NCDOT, a Gaston County Watershed Permit approved by the Gaston County Planning Department, various building permits approved by the Gaston County Planning Department, explosives permits approved by the U.S. Bureau of Alcohol, Tobacco, and Firearms, and hazardous chemical permits issued by Gaston County Fire Officials.
U.S. Federal Legal Framework
Carolina Lithium will be required to comply with applicable environmental protection laws and regulations and licensing and permitting requirements. The material environmental, health, and safety laws and regulations that we must comply with include, among others, the following U.S. federal laws and regulations:
•NEPA, which requires careful evaluation of the environmental impacts of mining and lithium manufacturing operations that require federal approvals;
•Clean Air Act and its amendments, which govern air emissions;
•CWA, which governs discharges to and excavations within the waters of the U.S.;
•RCRA, which governs the management of solid waste;
•CERCLA, which imposes liability where hazardous substances have been released into the environment (commonly known as Superfund); and
•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.
Our operations will also be subject to state environmental laws and regulations, including but not limited to, laws and regulations related to the reclamation of mined lands, which may require reclamation bonds to be acquired prior to the commencement of mining operations and may require substantial financial guarantees to cover the cost of future reclamation activities.
Solid and Hazardous Waste
RCRA, and comparable state statutes, affect our operations by imposing regulations on the generation, transportation, treatment, storage, disposal, and cleanup of hazardous wastes and on the disposal of non-hazardous wastes. Under the auspices of the EPA, individual states administer some or all of the provisions of RCRA, sometimes in conjunction with their own, more stringent requirements.
In addition, CERCLA can impose joint and several liability without regard to fault or legality of conduct on classes of persons who are statutorily responsible for the release of a hazardous substance into the environment. These persons can include the current and former owners, lessees, or operators of a site where a release occurs, and anyone who disposes or arranges for the disposal of a hazardous substance. Under CERCLA, such persons may be subject to strict, joint, and several liability for the entire cost of cleaning up hazardous substances that have been released into the environment and for other costs, including response costs, alternative water supplies, damage to natural resources and for the costs of certain health studies. Moreover, it is not uncommon for neighboring landowners, workers, and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances released into the indoor or outdoor environment. Each state also has environmental cleanup laws analogous to CERCLA. Hazardous wastes may have been previously handled, disposed of, or released on or under properties currently or formerly owned or leased by us or on or under other locations to which we sent waste for disposal. These properties and any materials disposed or released on them may subject us to liability under CERCLA, RCRA, and analogous state laws. Under such laws, we could be required to remove or remediate disposed wastes or property contamination, contribute to remediation costs, and perform remedial activities to prevent future environmental harm.
12

Air Emissions
The federal Clean Air Act and comparable state laws restrict the emission of air pollutants from numerous sources through the issuance of permits and the imposition of other requirements. Major sources of air pollutants are subject to more stringent, federally imposed permitting requirements. Air pollution regulations may require us to obtain pre-approval for the construction or modification of certain projects or facilities expected to produce or significantly increase air emissions, obtain air permits, and comply with stringent permit requirements or utilize specific equipment or technologies to control emissions of certain pollutants. The need to obtain permits has the potential to delay our operations, and we may be required to incur capital expenditures for air pollution control equipment or other air emissions related obligations. Administrative enforcement actions for failure to strictly comply with air pollution regulations or permits are generally resolved by payment of monetary fines and correction of any identified deficiencies. Alternatively, regulatory agencies could require us to forego construction, modification, or operation of certain air emission sources.
Clean Water Act
The CWA imposes restrictions and strict controls regarding the pollution of protected waters, including mineral processing wastes, into waters of the U.S., a term broadly defined to include, among other things, certain wetlands. Permits must be obtained to discharge pollutants into federal waters. The CWA provides for civil, criminal, and administrative penalties for unauthorized discharges, both routine and accidental, of pollutants. It imposes substantial potential liability for the costs of removal or remediation associated with discharges of oil or hazardous substances. State laws governing discharges to water also provide varying civil, criminal, and administrative penalties, and impose liabilities in the case of a discharge of petroleum or its derivatives, or other hazardous substances, into state waters. In addition, the EPA has promulgated regulations that require permits to discharge storm water runoff, including discharges associated with construction activities. In the event of an unauthorized discharge of waste, we may be liable for penalties and costs.
Pursuant to these laws and regulations, we may also be required to develop and implement spill prevention, control, and countermeasure plans in connection with on-site storage of significant quantities of oil. Some states also maintain groundwater protection programs that require permits for discharges or operations that may impact groundwater conditions. The CWA also prohibits the discharge of fill materials to regulated waters, including wetlands, without a permit from the U.S. Army Corps of Engineers.
In May 2015, the EPA issued a final rule that attempted to clarify the federal jurisdictional reach over waters of the U.S. The EPA repealed this rule in September 2019 and replaced it in April 2020 with the Navigable Water Protection Rule, which narrowed federal jurisdictional reach relative to the 2015 rule. The repeal and replacement of the 2015 rule is currently subject to litigation, and the scope of the jurisdictional reach of the CWA may, therefore, remain uncertain for several years, with a patchwork of legal guidelines applicable to various states potentially developing. We could incur increased costs and delays with respect to obtaining permits for dredge and fill activities in wetland areas to the extent they are required.
NEPA
NEPA requires federal agencies to evaluate major agency actions having the potential to significantly impact the environment. The NEPA process involves public input through comments, which can alter the nature of a proposed project either by limiting the scope of the project or requiring resource-specific mitigation. NEPA decisions can be appealed through the court system by process participants. This process may result in delaying the permitting and development of projects or increase the costs of permitting and developing some facilities.
Endangered Species Act
The federal Endangered Species Act restricts activities that may affect endangered and threatened species or their habitats. Some of our operations may be located in areas that are designated as habitats for endangered or threatened species. A critical habitat designation could result in further material restrictions to federal and private land use and could delay or prohibit land access or development. The U.S. Fish and Wildlife Service continues its effort to make listing decisions and critical habitat designations where necessary. To date, the Endangered Species Act has not had a significant impact on our operations. However, the designation of previously unprotected species as being endangered or threatened could cause us to incur additional costs or become subject to operating restrictions in areas where the species are known to exist.
13

Foreign Legal Framework
Our projects with Sayona Mining, Atlantic Lithium, and Vinland Lithium are required to comply with all environmental laws and regulations in Quebec, Canada, Ghana, West Africa, and Newfoundland, Canada, respectively.
U.S. Foreign Corrupt Practices Act
The U.S. FCPA generally prohibits U.S. companies and their intermediaries from making corrupt payments to foreign officials for the purpose of obtaining or keeping business or otherwise obtaining favorable treatment and requires companies to maintain appropriate record-keeping and internal accounting practices to accurately reflect the transactions of the company. The FCPA applies to companies, individual directors, officers, employees and agents. Under the FCPA, U.S. companies may be held liable for actions taken by agents or local partners or representatives. If we or our intermediaries fail to comply with the requirements of the FCPA or the anti-corruption laws of other countries, governmental authorities in the U.S. or other countries could seek to impose civil and criminal penalties, which could have a material adverse effect on our business.
Human Capital Management
Our employees are driven by our core values:
•Teamwork. We work collaboratively in a transparent manner with all stakeholders, and value different backgrounds, opinions, and ideas.
•Optimism. We believe in a better future and see opportunities to improve our communities and the world.
•Pride. We are proud of our people, our mission, our commitment to safety, environment, health, and the delivery of our products, and our support of the clean energy economy.
•Innovation. We continuously look for creative ways to improve our business and the solutions we offer customers.
•Care. We understand the inherent worth and dignity of all people and care deeply about our team members, our neighbors, and our impact on the environment.
By living our core values every day, we are working to create a culture of excellence that inspires our employees to achieve their full potential and drive the success of our organization. Our Business Code of Conduct and Ethics commits us to fair treatment and non-discrimination. Our policy is to treat each employee and job applicant without regard to race, color, age, sex, religion, national origin, citizenship, sexual orientation, gender identity, ancestry, veteran status, or any other category protected by law. We believe in allocating resources and establishing, in an equitable manner, policies and procedures that are fair, impartial, and just.
Employees
As of December 31, 2024, we had 23 employees, all of whom were located in the U.S. None of our employees are subject to any union or collective bargaining agreement. We believe that we have a good relationship with our employees.
Contractors
We rely on specialized skills and knowledge to be able to gather, interpret, and process geological and geophysical data; successfully permit, design, build, and operate production facilities; and engage in additional activities required as part of the mine-to-lithium hydroxide process. We have employed, and expect to continue to employ, a strategy of contracting consultants and other service providers who have specialized skills and knowledge to supplement the skills and knowledge of our permanent workforce to undertake our lithium operations effectively.
Safety, Environment, and Health
SEH is a cornerstone of Piedmont Lithium. Our commitment to the health and welfare of every person involved in our projects is built into every aspect of our organization and is engrained in our company’s culture. We endeavor to implement safety programs and develop risk management processes covering our project activities to promote a behavior-based safety culture, ensure compliance with applicable environmental regulations and international standards, and raise environmental awareness among our employees and partners. Our SEH vision is to conduct operations with safety and the environment as a top priority. We work to promote the “Piedmont Promise,” which recognizes our obligation to our employees, neighbors, stakeholders, and the communities in which we live, work, and play.
14

Compensation and Benefits
Our compensation and benefits program is designed to attract and retain talented employees in the industry by offering competitive compensation and benefits. We use a combination of fixed and variable compensation, which includes base salary, incentive bonuses with pay for performance elements, and merit increases. As part of our long-term incentive plan for executive management and certain key employees, we provide long-term equity awards tied to the value of our stock price, some of which are performance based and time based. Additionally, all employees are eligible for an annual discretionary cash bonus and a long-term equity grant. We are focused on the health and wellness of our employees. As such, we offer eligible employees comprehensive medical plans, dental and vision coverage, short-term and long-term disability insurance, term life insurance, flexible work schedules, an employee assistance program, remote and hybrid work options, paid time off, new parent leave, and a 401(k) plan with employer-matching contributions.
Commitment to Values and Ethics
In connection with our core values, we act in accordance with our Code of Business Conduct and Ethics, which requires a commitment from employees, officers, and directors of Piedmont Lithium to conduct business honestly and ethically. This code discusses the responsibility that team members have to each other, the Company, stakeholders, our customers, and communities in which we operate. We have an anonymous hotline for employees to call in the event of ethical concerns or suspected instances of misconduct.
Protecting the Rights of Workers
We are an Equal Opportunity Employer committed to providing our employees with a safe, non-discriminatory work environment that promotes open and honest communication and embraces dignity, respect, and diversity in all aspects of its business operations. We expect our partners, suppliers, and contractors to uphold these same commitments. We maintain policies designed to support the elimination of all forms of forced labor including prison labor, forcibly indentured labor, bonded labor, slavery, and servitude. We condemn all forms of child exploitation. We do not recruit child labor, and we support the standard covering the prohibition on child labor in accordance with the International Labor Organization Minimum Age Convention. We support laws enacted to prevent and punish the crime of sexual exploitation of children, and we will cooperate fully with law enforcement authorities in these matters. We will work with our partners at Atlantic Lithium, Sayona Mining, and Vinland Lithium to ensure appropriate policies are in place within the businesses and projects in which we have invested.
Anti-Human Trafficking
We are committed to a work environment that is free from human trafficking and slavery, which includes forced labor and unlawful child labor. We will not tolerate or condone human trafficking or slavery in any part of our global organization.
Human Rights and Relationships with Indigenous People
We are committed to respecting human rights and providing a positive contribution in the communities where we operate and plan to operate. We expect our partners, suppliers, and contractors to uphold the same commitment. We respect the cultures, customs, and values of people in the communities where we operate and plan to operate and take into account their needs, concerns, and aspirations.
Equal Opportunity and Zero Discrimination
We recognize, respect, and embrace the cultural differences found in the worldwide marketplace. Our goal is to attract, develop, promote, and retain the best people from all cultures and segments of the population, based on ability. We maintain a policy of zero tolerance for discrimination or harassment of any kind. We have implemented policies regarding the reporting and investigation of discrimination, harassment, sexual harassment, retaliation, and abusive behavior and provide our employees training to foster full compliance with our policies.
Community Involvement
We are committed to making a measurable impact in the communities in which we operate and have project investments through our charitable giving. For three years, Piedmont Lithium Foundation – Power for Life, Inc., has provided scholarships to science, technology, engineering and mathematics students and financial support to our schools and communities. We have devoted tremendous time and effort to engaging community stakeholders regarding Carolina Lithium.
15

Through in-person meetings, phone calls, social media, and information shared with the media via press releases and interviews, we work to keep the community residents and local businesses informed of our plans and activities. Our goal is to develop and maintain relationships with residents near the site of Carolina Lithium and communicate our commitment to responsibly developing one of the world’s most sustainable lithium hydroxide operations. Further, we are committed to working with our investment partners, Sayona Mining, Atlantic Lithium, and Vinland Lithium, all of whom have several mechanisms in place for engaging with local communities regarding their projects, including addressing concerns and sharing information about employment opportunities.
Sustainability
We are committed to contributing to the transition to a net zero carbon world and the creation of a clean energy economy in North America through the products we sell and the way we produce products, operate our business, and work with our customers, vendors, and stakeholders. We are evaluating our emission profiles in a pre-operational state while establishing systems and tools to allow us to manage data easily and efficiently as we continue to grow.
We released our inaugural sustainability report in June 2023, followed by our second sustainability report in 2024, affirming our commitment to being a responsible, respectful steward of the planet, people, and the communities where we plan to operate our wholly-owned project, Carolina Lithium. Copies of our sustainability reports can be found under the “Sustainability” tab of our website: www.piedmontlithium.com. The information on our website, including, without limitation, the information in our sustainability reports, should not be deemed incorporated by reference into this Annual Report or otherwise “filed” for purposes of Section 18 of the Exchange Act, as amended, or otherwise subject to the liabilities of that section.
Governance
Audit Committee
The primary responsibilities of our Audit Committee are to monitor the integrity of our consolidated financial statements, the independence and qualifications of our independent auditors, the performance of our accounting staff and independent auditors, our compliance with legal and regulatory requirements, supervising our cybersecurity policies, and the effectiveness of our internal controls. The Audit Committee is responsible for selecting, retaining (subject to stockholder approval), evaluating, setting the compensation of, and if appropriate, recommending the termination of our independent auditors.
Leadership and Compensation Committee
The primary purpose of our Leadership and Compensation Committee is to assist our Board in discharging its responsibilities related to the compensation of our executive officers and directors and overseeing the Company’s overall compensation philosophy, policies, and programs.
Nominating and Corporate Governance Committee
The primary purpose of our Nominating and Corporate Governance Committee is to identify individuals qualified to become members of the Company’s Board, make recommendations on candidates for election at the annual meeting of stockholders, and perform a leadership role in shaping the Company’s corporate governance, including the implementation of our ESG principles.
Transaction Committee
Our Transaction Committee was formed in 2024 to assist our Board in its consideration, review, evaluation, and negotiation of the Merger Agreement and to take any other actions necessary or desirable in connection with the Merger.
Corporate Information
Our principal executive offices are located at 42 E Catawba Street, Belmont, NC, 28012, and our telephone number is (704) 461-8000. We file electronically with the SEC our Annual Reports and any amendments thereto, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. We make available on our website at www.piedmontlithium.com, under “Investors,” free of charge, copies of these reports as soon as reasonably practicable after filing or furnishing these reports to the SEC.
16

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report contains forward-looking statements that involve risks and uncertainties and includes statistical data, market data and other industry data and forecasts, which we obtained from market research, publicly available information and independent industry publications and reports that we believe to be reliable sources.
Certain information included or incorporated by reference in this Annual Report may be deemed to be “forward-looking statements” within the meaning of applicable securities laws. Such forward-looking statements concern our anticipated results and progress of our operations in future periods, planned exploration and development of our properties, and plans related to our business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable, and assumptions of management. All statements contained herein that are not clearly historical in nature are forward-looking, and the words “anticipate,” “believe,” “expect,” “estimate,” “may,” “might,” “will,” “could,” “can,” “shall,” “should,” “would,” “leading,” “objective,” “intend,” “contemplate,” “design,” “predict,” “potential,” “plan,” “target” and similar expressions are generally intended to identify forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements. Forward-looking statements in this Annual Report include, but are not limited to, statements with respect to risks related to:
•our limited operating history in the lithium industry;
•our status as a development stage issuer, including our ability to identify lithium mineralization and achieve commercial lithium production;
•the proposed Merger with Sayona Mining;
•our reliance on the management teams of our equity method investments;
•mining, exploration and mine construction, if warranted, on our properties, including timing and uncertainties related to acquiring and maintaining mining, exploration, environmental and other licenses, permits, zoning, rezoning, access rights or approvals in Gaston County, North Carolina (including the Carolina Lithium project), the Provinces of Quebec and Newfoundland and Labrador, Canada and Ghana, West Africa as well as properties that we may acquire or obtain an equity interest in the future;
•our ability to achieve and maintain profitability and to develop positive cash flows from our mining and processing activities;
•our exposure to cybersecurity threats and attacks;
•our estimates of mineral resources and whether mineral resources will ever be developed into mineral reserves;
•investment risk and operational costs associated with our exploration and development activities;
•our ability to develop and achieve production on our properties;
•our ability to enter into and deliver products under offtake agreements;
•the pace of adoption and cost of developing electric transportation and storage technologies dependent upon lithium batteries;
•our ability to access capital and the financial markets;
•recruiting, training, developing, and retaining employees, including our senior management team;
•possible defects in title of our properties;
•compliance with government regulations;
•environmental liabilities and reclamation costs;
•estimates of and volatility in lithium prices or demand for lithium;
•our common stock price and trading volume volatility; and
•our failure to successfully execute our growth strategy, including any delays in our planned future growth.
All forward-looking statements reflect our beliefs and assumptions based on information available at the time the assumption was made. These forward-looking statements are not based on historical facts but rather on management’s expectations regarding future activities, results of operations, performance, future capital and other expenditures, including the amount, nature and sources of funding thereof, competitive advantages, business prospects, and opportunities. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, known and unknown, that contribute to the possibility that the predictions, forecasts, projections, or other forward-looking statements will not occur. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated, or intended. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated, or expected. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.
17

Except as otherwise required by the securities laws of the U.S., we disclaim any obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. We qualify all the forward-looking statements contained in this Annual Report by the foregoing cautionary statements.
CAUTIONARY NOTE REGARDING DISCLOSURE OF MINERAL PROPERTIES
We are subject to the periodic reporting requirements of both U.S. and Australian securities laws with respect to mining matters. In the U.S., we are governed by the Exchange Act, including S-K 1300 thereunder. In Australia, we are governed by the JORC Code. Both sets of reporting standards have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported but may at times embody different approaches or definitions.
On October 21, 2021, we announced an inaugural mineral resources estimate for our Carolina Lithium project. On December 14, 2021, we announced the completion of a DFS for our Carolina Lithium project, which included an initial estimation of mineral reserves. These estimates of mineral resources and mineral reserves are compatible with both S-K 1300 and JORC Code. A technical report summary with respect to our estimated mineral reserves was filed as an exhibit to our Transition Report on Form 10-KT for the period ending December 31, 2021. This technical report summary was amended to include certain information as required by S-K 1300. The amended technical report summary dated April 20, 2023, is included as Exhibit 96.1 and incorporated by reference to Exhibit 96.3 to our Annual Report on Form 10-K/A for the year ended December 31, 2022. Additionally, S-K 1300-compliant technical report summaries with respect to our estimated mineral resources and mineral reserves at NAL, and Authier, are attached as Exhibits 96.3 and 96.2 , respectively, of this Annual Report.
Item 1A.    RISK FACTORS.
You should carefully consider the risks, as described below, together with all the other information in this Annual Report. If any of the following risks occur, our business, financial condition, and results of operations could be seriously harmed, and you could lose all or part of your investment. Further, if we fail to meet the expectations of the public market in any given period, the market price of our common stock could decline. We operate in a competitive environment that involves significant risks and uncertainties, some of which are outside of our control. If any of these risks actually occurs, our business and financial condition could suffer, and the price of our stock could decline. We caution you that the risks, uncertainties and other factors referred to below and elsewhere in this Annual Report may not contain all the risks, uncertainties, and other factors that may affect our future results and operations. Our future results and operations could also be affected by factors, events, or uncertainties that are not presently known to us or that we currently do not consider to present a material risk. It is not possible for our management to predict all risks.
Business Risks
Our future performance is difficult to evaluate because we have a limited operating history in the lithium industry.
We began to implement our current business strategy in the lithium industry in 2016. Until the third quarter of 2023, we had yet to realize any revenues from the sale of lithium, and our operating cash flow needs have been financed primarily through issuances of common stock and not through cash flows derived from our operations. As a result, we have limited historical financial and operating information available to help you evaluate our performance.
There is no guarantee that our development will result in the commercial extraction of mineral deposits.
We are engaged in the business of exploring and developing mineral properties with the intention of locating economic deposits of minerals. We have declared mineral reserves on our development stage properties; however, we have yet to begin commercial extraction of minerals on these properties. Accordingly, we cannot assure you that we will realize profits in the medium to long term. Further, we cannot assure you that any of our property interests can be commercially mined or that our ongoing exploration programs will result in profitable commercial mining operations. The exploration and development of mineral deposits involve a high degree of financial risk over a significant period of time, which may or may not be reduced or eliminated through a combination of careful evaluation, experience, and skilled management. While discovery of additional ore-bearing deposits may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Major expenses may be required to construct mining and processing facilities and to establish additional reserves. The profitability of our operations will be, in part, directly related to the cost and success of our exploration and development programs, which may be affected by a number of factors. Additional expenditures are required to construct, complete, and install mining and processing facilities in those properties that are actually mined and developed.
18

Our exploration and development projects have no operating history upon which to base estimates of future operating costs and capital requirements. Exploration project items, such as any future estimates of reserves, metal recoveries, or cash operating costs will, to a large extent, be based upon the interpretation of geologic data, obtained from a limited number of drill holes and other sampling techniques as well as future feasibility studies. Actual operating costs and economic returns of any and all exploration projects may materially differ from the costs and returns estimated, and accordingly, our financial condition, results of operations, and cash flows may be negatively affected.
We do not control our equity method investments.
We apply the equity method of accounting to investments when we have the ability to exercise significant influence over the operational decision-making authority and financial policies of the investee but we do not exercise control. Our equity method investees are governed by their own board of directors, whose members have fiduciary duties to the investees’ shareholders. While we have certain rights to appoint representatives to the investees’ boards of directors, the interests of the investees’ shareholders may not align with our interests or the interests of our shareholders and strategic and contractual disputes may arise.
We are generally dependent on the management team of our investees to operate and control such projects or businesses. While we may exert influence pursuant to our positions, as applicable, on the boards of directors and through certain limited governance or oversight roles, such influence may be limited. The management teams of our investees may not have the level of experience, technical expertise, human resources, management, and other attributes necessary to operate their projects or businesses optimally, and they may not share our business priorities, including, but not limited to, those priorities that relate to desired production levels. This could have a material adverse effect on the value of such investments as well as our growth, business, financial condition, results of operations, and prospects.
Some of our current or future properties may not contain any reserves, and any funds spent on exploration and evaluation may be lost.
We are a development stage mining company. We cannot assure you that our exploration programs will identify economically extractable mineralization, nor can we assure you about the quantity or grade of any mineralization we seek to extract. Our exploration prospects may not contain any reserves and any funds spent on evaluation and exploration may be lost. Even for the mineral reserves we have reported for our properties, any quantity or grade of reserves we indicate must be considered as estimates only until such reserves are actually mined. We do not know with certainty that economically recoverable lithium exists on our properties. In addition, the quantity of any reserves may vary depending on commodity prices. Any material change in the quantity or grade of reserves may affect the economic viability of our properties.
We face risks related to mining, exploration, mine construction, and plant construction, if warranted, on our properties.
Our level of profitability, if any, in future years will depend to a great degree on lithium prices and whether our exploration-stage properties can be brought into production. Exploration and development of lithium resources are highly speculative in nature, and it is impossible to ensure that current and future exploration programs and/or feasibility studies on our existing properties will establish reserves. Whether it will be economically feasible to extract lithium depends on a number of factors, including, but not limited to: the particular attributes of the deposit such as size, grade, and proximity to infrastructure; lithium prices; mining, processing and transportation costs; the willingness of lenders and investors to provide project financing; labor costs and possible labor strikes; and governmental regulations, including, without limitation, regulations related to prices, taxes, royalties, land tenure, land use, importing and exporting materials, foreign exchange, environmental protection, employment, worker safety, transportation, and reclamation and closure obligations. We could be adversely affected by a failure to complete our plant construction projects on time or on budget, and a substantial delay in the progress of construction due to adverse weather, work stoppages, shortages of materials, non-issuances of permits, nonperformance of suppliers or contractors, or other factors could result in a material increase in the overall cost of such projects. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us receiving an inadequate return on invested capital. In addition, we are subject to the risks normally encountered in the mining industry, such as:
•the discovery of unusual or unexpected geological formations;
•accidental fires, floods, earthquakes, severe weather, or other natural disasters;
•unplanned power outages and water shortages;
•construction delays and higher than expected capital costs due to, among other things, supply chain disruptions, higher transportation costs, and inflation;
•controlling water and other similar mining hazards;
•explosions and mechanical failure of equipment;
•operating labor disruptions and labor disputes;
•shortages in materials or equipment and energy and electrical power supply interruptions or rationing;
19

•seismic activity;
•the ability to obtain suitable or adequate machinery, equipment, or labor;
•our liability for pollution or other hazards; and
•other unknown risks involved in the conduct of exploration and operation of mines.
The nature of these risks is such that liabilities could exceed any applicable insurance policy limits or could be excluded from coverage. There are also risks against which we cannot insure or we may elect not to insure. The potential costs, which could be associated with any liabilities not covered by insurance or in excess of insurance coverage, or compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, adversely affecting our future earnings, competitive position, and potentially our financial viability.
Our long-term success will depend ultimately on our ability to generate revenues, achieve and maintain profitability, and develop positive cash flows from our mining activities.
Our ability to recover carrying values of our assets, acquire additional lithium projects, continue with exploration, development, commissioning, and mining, and manufacture lithium hydroxide ultimately depends on our ability to generate revenues, achieve and maintain profitability, and generate positive cash flow from our operations. The economic viability of our future mining activities has many risks and uncertainties, including, but not limited to:
•a significant, prolonged decrease in the market price of lithium or lithium hydroxide;
•difficulty in marketing and/or selling lithium or lithium hydroxide;
•significantly higher than expected capital costs to construct our mine or production facilities;
•significantly higher than expected extraction costs;
•significantly lower than expected lithium extraction;
•significant delays, reductions, or stoppages of lithium extraction activities;
•shortages of adequate and skilled labor or a significant increase in labor costs;
•the introduction of significantly more stringent regulatory laws and regulations; and
•delays in the availability of construction equipment.
We are concurrently overseeing the advancement of Carolina Lithium, which is in the development planning stage. Work to advance this project requires the dedication of considerable time and resources by us and our management team. The advancement of several major resource projects concurrently brings with it the associated risk of strains on managerial, human, and other resources. Our ability to successfully manage each of these processes will depend on a number of factors, including, but not limited to, our ability to manage competing demands on time and other resources, financial or otherwise, and successfully retain personnel and recruit new personnel to support our growth and the advancement of our projects.
Our plan is to produce battery-grade lithium hydroxide from spodumene concentrate at Carolina Lithium using the innovative Metso pressure leach technology as well as a number of processes commonly used in the lithium industry today. We may encounter difficulties or unforeseen expenditures in integrating new, unproven technologies.
It is common for a new mining operation to experience unexpected costs, problems, and delays during construction, commissioning, and mine start-up. Most mining projects suffer delays during these periods due to numerous factors, including the factors listed above. Any of these factors could result in changes to economic returns or cash flow estimates of the project or have other negative impacts on our financial position. There is no assurance that our projects will commence commercial production on schedule, or at all, or will result in profitable mining operations. If we are unable to develop our projects into a commercial operating mine, our business and financial condition will be materially adversely affected. Moreover, even if the feasibility study continues to support a commercially viable project, there are many additional factors that could impact the project’s development, including terms and availability of financing, cost overruns, litigation or administrative appeals concerning the project, delays in development, and any permitting changes, among other factors.
Our future mining and lithium manufacturing activities may change as a result of any one or more of these risks and uncertainties. We cannot assure you that any ore body from which we extract mineralized materials will result in achieving and maintaining profitability and developing positive cash flows.
Our business is subject to cybersecurity risks.
Our operations depend on effective and secure information technology systems. Threats to information technology systems, such as cyberattacks and cyber incidents, continue to increase. Cybersecurity risks include, but are not limited to, malicious software, attempts to gain unauthorized access to our data and the unauthorized release, corruption or loss of our data and personal information, as well as interruptions in communication and operations.
20

It is possible that our business, financial, and other systems could be compromised, which could go unnoticed for a prolonged period of time. We have not experienced a material breach of our information technologies. Nevertheless, we continue to take steps to mitigate these risks by employing a variety of measures, including employee training, technical security controls, and maintenance of backup and protective systems. Despite these mitigation efforts, cybersecurity attacks and other threats exist and continue to increase, any of which could have a material adverse effect on our business, results of operations, financial condition, and cash flows.
Our long-term success depends on our ability to enter into and deliver product under offtake agreements.
We may encounter difficulty entering and fulfilling offtake agreements for our products. We may fail to deliver the product required by such agreements or may experience production costs in excess of the price to be paid to us under such agreements. Failure to meet these specifications could result in price adjustments, the rejection of deliveries, or termination of the contracts. Our supply agreements contain force majeure provisions allowing temporary suspension of performance by us or the customer during specified events beyond the control of the affected party. As a result of these issues, we may not achieve the revenue or profit we expect to achieve from our offtake agreements. As of the date of this filing, we have entered into two offtake agreements for our lithium products.
On August 30, 2024, we entered into an amended offtake agreement with Tesla, Inc. to provide spodumene concentrate from NAL in Quebec. The agreement commits us to sell 125,000 dmt of spodumene concentrate from our offtake agreement with Sayona Quebec. The term of the agreement runs through September 2026, and pricing is determined by a market-based mechanism. The initial term can be extended for an additional three years upon mutual agreement.
On February 16, 2023, we entered into a spodumene concentrate offtake agreement with LG Chem, which commits us to sell 200,000 dmt of spodumene concentrate from our offtake agreement with Sayona Quebec. The term of the agreement ends in the second quarter of 2028 or upon Piedmont delivering 200,000 dmt of spodumene concentrate. Pricing is determined by a market-based mechanism.
Our business, results of operations, and financial condition may be materially and adversely affected if we are unable to enter into similar agreements with other buyers, deliver the products required by such agreements, or incur costs in excess of the price set forth in such agreements.
We depend on our ability to successfully access the capital and financial markets. Any inability to access the capital or financial markets may limit our ability to meet our liquidity needs and long-term commitments, fund our ongoing operations, execute our business plan or pursue investments that we may rely on for future growth.
We may continue to incur operating and investing net cash outflows associated with, but not limited to, maintaining and acquiring exploration properties, undertaking ongoing exploration activities, the development of our planned projects, and our funding obligations to develop the assets of our joint ventures with Sayona Mining, including NAL, and Atlantic Lithium’s Ewoyaa project. As a result, we rely on access to capital markets as a source of funding for our capital and operating requirements. We will require additional capital to meet our liquidity needs related to expenses for our various corporate activities, including costs related to our status as a publicly traded company, funding of our ongoing operations, exploring and defining lithium mineralization, and establishing any future mining or lithium manufacturing operations. We cannot assure you that such additional funding will be available to us on satisfactory terms, or at all.
To finance our future ongoing operations and future capital needs, we may require additional funds through the issuance of additional equity or debt securities. Depending on the type and terms of any financing we pursue, stockholders’ rights and the value of their investment in our common stock could be reduced. Any additional equity financing will dilute shareholdings. If the issuance of new securities results in diminished rights to holders of our common stock, the market price of our common stock could be negatively impacted. New or additional debt financing, if available, may involve restrictions on financing and operating activities. In addition, if we issue secured debt securities, the holders of the debt would have a claim to our assets that would be prior to the rights of stockholders until the debt is paid. Interest on such debt securities would increase costs and negatively impact operating results.
We have a universal shelf registration statement on file with the SEC to provide us with capacity to publicly offer common stock, preferred stock, warrants, debt, convertible or exchangeable securities, depositary shares, or units, or any combination thereof. We may, from time to time, raise capital under our shelf registration statement in amounts, at prices, and on terms to be announced when and if any securities are offered. As of December 31, 2024, we had $500.0 million remaining under our shelf registration statement, which expires on September 26, 2027.
If we are unable to obtain additional financing, as needed, at competitive rates, our ability to fund our current operations and implement our business plan and strategy will be affected. These circumstances may require us to reduce the scope of our operations and scale back our exploration, development and mining programs. There is, however, no guarantee that we will be able to secure any additional funding or be able to secure funding to provide us with sufficient funds to meet our objectives, which may adversely affect our business and financial position.
21

Certain market disruptions may increase our cost of borrowing or affect our ability to access one or more financial markets. Such market disruptions could result from, but are not limited to:
•adverse economic conditions;
•adverse general capital market conditions;
•poor performance and health of the lithium or mining industries in general;
•bankruptcy or financial distress of unrelated lithium companies or marketers;
•significant decrease in the demand for lithium products;
•significant decrease in the price of lithium products; or
•adverse regulatory actions that affect our exploration and construction plans or the use of lithium generally.
Our ability to manage growth will have an impact on our business, financial condition, and results of operations.
Future growth may place strains on our financial, technical, operational, and administrative resources and cause us to rely more on project partners and independent contractors, thus, potentially adversely affecting our financial position and results of operations. Our ability to grow will depend on a number of factors, including, but not limited to:
•our ability to purchase, obtain leases on, or obtain options on properties;
•our ability to identify and acquire new exploratory prospects;
•our ability to develop existing prospects;
•our ability to continue to retain and attract skilled personnel;
•our ability to maintain or enter into new relationships with project partners and independent contractors;
•the results of our exploration programs;
•the market price for lithium products;
•our ability to successfully complete construction projects on schedule, and within budget;
•our access to capital; and
•our ability to enter into agreements for the sale of lithium products.
We may not be successful in upgrading our technical, operational, and administrative resources or increasing our internal resources sufficiently to provide certain services currently provided by third parties. Our inability to achieve or manage growth may materially and adversely affect our business, results of operations, and financial condition.
We may acquire additional businesses or assets, form joint ventures, or make investments in other companies that may be unsuccessful and harm our operating results and prospects.
As part of our business strategy, we may pursue additional acquisitions of complementary businesses or assets or seek to enter into joint ventures. We may pursue strategic alliances, such as our Sayona Mining, Atlantic Lithium, and Vinland Lithium investments, in an effort to leverage our existing operations and industry experience, increase our product offerings, expand our distribution, and make investments in other companies.
The success of any acquisitions, joint ventures, strategic alliances, or investments, including our Sayona Quebec, Atlantic Lithium, and Vinland Lithium investments, will depend on our ability to identify, negotiate, complete and, in the case of acquisitions, integrate those transactions and, if necessary, obtain satisfactory debt or equity financing to fund those transactions. We may not realize the anticipated benefits of any acquisition, joint venture, strategic alliance or investment. We may not be able to integrate acquisitions successfully into our existing business, maintain the key business relationships of businesses we acquire, or retain key personnel of an acquired business. We could assume unknown or contingent liabilities or incur unanticipated expenses. Integration of acquired companies or businesses also may require management resources that otherwise would be available for ongoing development of our existing business. Any acquisitions or investments made by us could result in significant write-offs or the incurrence of debt and contingent liabilities, any of which could harm our operating results. If we choose to issue equity as consideration for any acquisition, our stockholders may experience dilution.
We are dependent upon key management employees.
The responsibility of overseeing the day-to-day operations and the strategic management of our business depends substantially on our senior management and key personnel. Loss of any such personnel may have an adverse effect on our performance. The success of our operations will depend upon numerous factors, many of which, in part, are beyond our control, including our ability to attract and retain additional key personnel in sales, marketing, technical support, and finance. Certain areas in which we operate are highly competitive and competition for qualified personnel is significant. We may be unable to hire suitable field personnel for our technical team or there may be periods of time where a particular position remains vacant while a suitable replacement is identified and appointed. We may not be successful in attracting and retaining the personnel required to grow and operate our business profitably.
22

Our growth will require new personnel, which we will be required to recruit, hire, train, and retain.
Members of our management team possess significant experience and have previously carried out or been exposed to exploration, development, and production activities. However, we have a limited operating history with respect to lithium projects and our ability to achieve our objectives depends on the ability of our directors, officers, and management to implement current plans and respond to any unforeseen circumstances that require changes to those plans. The execution of our exploration, development, and production plans will place demands on us and our management. Thus, our ability to recruit and assimilate new personnel will be critical to our performance. We will be required to recruit additional personnel and to train, motivate, and manage employees. Failure to meet these requirements may adversely affect our plans.
Lawsuits may be filed against us and an adverse ruling in any such lawsuit may adversely affect our business, financial condition, or liquidity or the market price of our common stock.
We may become involved in, named as a party to, or be the subject of various legal proceedings, including regulatory proceedings, tax proceedings, and legal actions related to personal injuries, property damage, property taxes, land rights, the environment, and contract disputes. For additional information, refer to Part I, Item 3, “Legal Proceedings.”
The outcome of outstanding, pending, or future proceedings cannot be predicted with certainty and may be determined adversely to us and as a result, could have a material adverse effect on our assets, liabilities, business, financial condition, or results of operations. Even if we prevail in any such legal proceeding, the proceedings could be costly, time-consuming, and may divert the attention of management and key personnel from our business operations, which could adversely affect our financial condition.
Our mineral properties may be subject to defects in title.
Title to the majority of our properties for Carolina Lithium are derived from option agreements with local landowners in North Carolina, which upon exercise, allow us to purchase, or in certain cases, long-term lease the real property and associated mineral rights from the local landowners. If we exercise the option to purchase a property, we will pay cash consideration, approximating the fair market value of the real property, excluding the value of any minerals, plus a premium based on a negotiated fixed price or percentage premium. If we exercise the option for a long-term lease, we will pay annual advanced royalty payments per acre. Some landowners also retain a production royalty payable on production of ore from the property.
The ownership and title to unpatented mining claims and concessions are often uncertain and may be contested. We may not have, or may not be able to obtain, all necessary rights to develop a property. Although we have obtained title opinions with respect to certain of our properties and have taken reasonable measures to ensure proper title to our properties, there is no guarantee that title to any of our properties will not be challenged or impugned. Title insurance is generally not available for mineral properties and our ability to ensure that we have obtained clear title to individual mineral properties or mining concessions may be severely constrained. Our mineral properties may be subject to prior unregistered agreements, transfers, or claims, and title may be affected by, among other things, undetected defects. We may incur significant costs related to defending the title to our properties. A successful claim contesting our title to a property may cause us to compensate other persons or perhaps reduce our interest in the affected property or lose our rights to explore and develop that property. This could result in our not being compensated for our prior expenditures related to the property. In any such case, the investigation and resolution of title issues would divert our management’s time from ongoing exploration and, if warranted, development programs. Any impairment or defect in title could negatively affect us.
Our directors and officers may be in a position of conflict of interest.
Some of our directors and officers currently serve as directors and officers of other companies involved in natural resource exploration, development, and production, and any of our directors and officers may serve in such positions in the future. As of the date of this Annual Report, none of our directors or officers serves as an officer or director of a lithium exploration, development, or producing company nor possess a conflict of interests with our business, other than as follows: (i) pursuant to our agreements related to our Sayona Mining investment, Keith Phillips, our President and Chief Executive Officer, was appointed as a board member of Sayona Quebec, and (ii) pursuant to our agreements related to our Vinland Lithium investment, Mr. Czachor was appointed as a board member of Vinland Lithium. However, there exists the possibility that they may be in a position of conflict of interest in the future. Any decision made by such persons involving us will be made in accordance with their duties and obligations to deal fairly and in good faith with us and such other companies. In addition, any such directors and officers will declare, and refrain from voting on, any matter in which such directors and officers may have a material interest.
In order to manage our growth effectively and support our future operations, we expect to improve our financial and operations systems.
To manage our growth and support our future manufacturing operations, we will periodically upgrade our operational and financial systems and procedures. This requires management time and may result in significant expense. We cannot be certain that we will institute in a timely or efficient manner, or at all, the improvements to our managerial, operational, and financial systems and procedures necessary to support our anticipated increased levels of operations.
23

Problems associated with, or disruptions resulting from, any improvement or expansion of our operational and financial systems could adversely affect our relationships with our suppliers and customers, inhibit our ability to expand or take advantage of market opportunities, cause harm to our reputation, result in errors in our financial and other reporting, and adversely affect our ability to maintain an effective internal control environment and meet our external reporting obligations, any of which could harm our business and operating results and affect our stock price.
There is no assurance we will secure a loan from the Department of Energy’s Loan Programs Office.
We previously received a conditional invitation from the DOE to due diligence for an ATVM loan for our Carolina Lithium project. As our Carolina Lithium project has not yet met the conditional criteria for the Loan Programs Office to start due diligence, we withdrew our application in 2023 with the intention to resubmit an application at a future date and remain in the pre-application stage of the ATVM loan process. If and when we submit an application for an ATVM loan, the Loan Programs Office must make a finding that Carolina Lithium is eligible and meets the viability thresholds specified under law. Thereafter, our application becomes subject to both preliminary and advanced-stage due diligence and the negotiation of preliminary terms and conditions. Should the Loan Programs Office issue a conditional commitment letter for either project, and should we satisfy all conditions precedent and requirements specified in the letter, we would become eligible to enter into a final loan agreement. Upon closing, the loan would remain subject to certain restrictive covenants and financial reporting requirements set forth in the final loan agreement. As a result, there can be no assurance that we will secure such loan from the DOE for the project within the expected timeframe, on terms that are acceptable to the Company, or at all.
We are dependent on a limited number of customers, which makes us vulnerable to the continued relationship with and financial health of those customers.
Four customers have accounted for 100% of our revenue as of the date of this Annual Report. Our future prospects may depend on the continued business of a limited number of key customers and on our continued status as a qualified supplier to such customers. We cannot guarantee that these key customers will continue to buy products from us at current levels. The loss of a key customer could have a material adverse effect on our business, financial condition, and results of operations.
If we are required to register as an investment company, we will be subject to a significant regulatory burden and our results of operations will suffer.
We are an operating company and believe we are not subject to regulation as an investment company under the U.S. Investment Company Act of 1940, as amended. However, if we were required to register as an investment company, our ability to use debt would be substantially reduced, and we would be subject to significant additional disclosure obligations and restrictions on our operational activities. Because of the additional requirements imposed on an investment company with regard to the distribution of earnings, operational activities and the use of debt, in addition to increased expenditures due to additional reporting responsibilities, our cash available for investments would be reduced. The additional expenses would reduce income. These factors would adversely affect our business, financial condition, and the results of operations and cash flows.
Risks Related to the Merger Agreement
The completion of the Merger Agreement is subject to a number of conditions and the Merger Agreement may be terminated in accordance with its terms. As a result, the timing surrounding the closing of the Merger Agreement is uncertain and there is risk that the Merger may not be completed.
The completion of the Merger is subject to the satisfaction or waiver of a number of conditions as set forth in the Merger Agreement, including, among others: (1) requisite approvals of Piedmont’s stockholders and Sayona’s shareholders of the Merger Agreement, (2) required regulatory approvals (including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended), (3) the absence of certain enumerated legal impediments to the consummation of the Merger, (4) effectiveness of the registration statement for the Sayona Mining Ordinary Shares and Sayona Mining ADSs to be issued as consideration in the Merger and the related Form F-6, (5) the authorization to list the Sayona Mining ADSs and Sayona Mining Ordinary Shares issuable pursuant to the Merger Agreement on the Nasdaq and the ASX, respectively, (6) required approvals from ASX and the Australian Securities and Investments Commission, (7) the representations and warranties of each of Piedmont and Sayona Mining being true and correct to the extent required by, and subject to the applicable materiality standards set forth in, the Merger Agreement; each of Piedmont, Sayona Mining and the other parties to the Merger Agreement having in all material respects performed the obligations and complied with the covenants required to be performed or complied with by it under the Merger Agreement, and (8) there having been no material adverse effect (as defined in the Merger Agreement) with respect to Piedmont or Sayona Mining. The timing surrounding whether these conditions will be satisfied or waived, if at all, is uncertain. Additionally, other events could intervene to delay or result in the failure to close the Merger.
24

If completion of the Merger has not occurred by September 30, 2025, either Piedmont or Sayona Mining may choose to terminate the Merger Agreement. However, this right to terminate the Merger Agreement will not be available to Piedmont or Sayona Mining if such party has failed to fulfill any material covenant or agreement under the Merger Agreement and such failure has been the cause of, materially contributed to, or resulted in the failure of the Merger to occur on or before such date. Piedmont or Sayona Mining may elect to terminate the Merger Agreement in certain other circumstances, including if the Sayona Mining shareholders or Piedmont’s stockholders fail to approve the Merger at the respective shareholder meetings, and Piedmont and Sayona Mining can mutually decide to terminate the Merger Agreement at any time prior to the effective time of the Merger, before or after the required approval by the Sayona Mining shareholders or Piedmont stockholders.
The completion of the Merger is subject to risks and uncertainties surrounding conditions that may be imposed by regulatory or governmental entities which may reduce the anticipated benefits of the Merger or could prevent the closing of the Merger entirely.
Regulatory and governmental entities may impose conditions on the granting of consents required in connection with the Merger. The conditions imposed by regulatory and governmental entities on the granting of authorizations, consents, orders and approvals may require divestitures of certain divisions, operations or assets of Piedmont or Sayona Mining and may impose costs, limitations or other restrictions on business conduct. Under the Merger Agreement, each of Piedmont and Sayona Mining has agreed to use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger. However, neither party shall be required to become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (1) sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of, assets, categories of assets or businesses of Piedmont or Sayona Mining, (2) terminate, modify or extend any existing relationships and contractual rights and obligations of Piedmont, Sayona Mining or their respective subsidiaries, (3) terminate any relevant venture or other arrangement, (4) effectuate any other change or restructuring of Piedmont, Sayona Mining or their respective subsidiaries (and, in each case, to enter into agreements or stipulate to the entry of an order or file appropriate applications with any governmental entity), or (5) litigate (or defend) against any administrative or judicial action or proceeding (including any proceeding seeking a temporary restraining order or preliminary injunction) challenging any of the transactions contemplated by the Merger Agreement as violative of any applicable national security law.
Compliance with any conditions imposed by regulatory and governmental entities may reduce the anticipated benefits of the Merger, which could also have an adverse effect on the business, cash flows and results of operations, and neither Piedmont nor Sayona Mining can predict what, if any, changes may be required by regulatory or governmental authorities whose consents, orders or approvals are required.
The termination of the Merger Agreement could negatively impact us and, in certain circumstances, could require us to pay a termination fee to Sayona.
If the Merger Agreement is terminated in accordance with its terms and the Merger is not completed, our ongoing business may be adversely affected by a variety of factors, including the failure to pursue other beneficial opportunities during the pendency of the Merger, the failure to obtain the anticipated benefits of completing the Merger, the payment of certain costs relating to the Merger and the focus of our management on the Merger for an extended period of time rather than on ongoing business matters or other opportunities or issues. Our stock price may fall as a result of any such termination, to the extent that the current price of our shares reflects a market assumption that the Merger will be completed (although this is difficult to predict with any certainty). In addition, the failure to complete the Merger may result in negative publicity or a negative impression of Piedmont in the investment community and may affect our relationship with employees, customers, suppliers, vendors and other partners.
We may be required to pay Sayona Mining a termination fee equal to $2.62 million if the Merger Agreement is terminated under certain circumstances specified in the Merger Agreement relating to, among other things, if Piedmont’s Board changes its recommendation that Piedmont stockholders vote in favor of the Merger or if there is a willful and material breach of certain provisions of the Merger Agreement by Piedmont.
Further, Piedmont will also be required to pay Sayona Mining the $2.62 million termination fee if the Merger Agreement is terminated under certain circumstances specified in the Merger Agreement after we receive a competing transaction proposal, and, within twelve months after the date of termination, we enter into a definitive agreement with respect to or consummate the competing transaction proposal. If the Merger Agreement is terminated and we determine to seek another business combination or strategic opportunity, we may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the Merger.
25

The pendency of the Merger could adversely affect our and Sayona Mining’s respective business, results of operations, and financial condition.
The pendency of the Merger could cause disruptions in and create uncertainty surrounding Piedmont’s and Sayona Mining’s respective businesses, including by affecting relationships with Piedmont’s and Sayona Mining’s respective existing and future customers, suppliers, vendors, partners, and employees, and Piedmont’s and Sayona Mining’s respective standing with local communities, regulators, and other government officials. This could have an adverse effect on Piedmont’s and Sayona Mining’s respective businesses, results of operations and financial condition, as well as the market prices of Piedmont’s shares and Sayona Mining’s shares, regardless of whether the Merger is completed. In particular, Piedmont and Sayona Mining could potentially lose important personnel who decide to pursue other opportunities as a result of the Merger. Any adverse effect could be exacerbated by a prolonged delay in completing the Merger. Piedmont and Sayona Mining could also potentially lose customers, suppliers or vendors, existing customers, suppliers or vendors may seek to change their existing business relationships or renegotiate their contracts with Piedmont or Sayona Mining or defer decisions concerning Piedmont or Sayona Mining and potential customers, suppliers, or vendors could defer entering into contracts with Piedmont or Sayona Mining, each as a result of uncertainty relating to the Merger. In addition, in an effort to complete the Merger, Piedmont and Sayona Mining have expended, and will continue to expend, significant management resources on matters relating to the Merger, which are being diverted from Piedmont’s and Sayona Mining’s day-to-day operations, and significant demands are being, and will continue to be, placed on the managerial, operational and financial personnel and systems of Piedmont and Sayona Mining in connection with efforts to complete the Merger.
While the Merger Agreement is in effect, Piedmont and Sayona Mining are subject to restrictions on their conduct and business activities, which could adversely affect both companies’ business, financial results, financial condition or share price.
Under the Merger Agreement, each of Piedmont and Sayona Mining is subject to a range of restrictions on the conduct of its respective business and generally must operate its business in the ordinary course of business consistent with past practice prior to completing the Merger. These restrictions may constrain Piedmont’s and Sayona Mining’s ability to pursue certain business strategies. The restrictions may also prevent Piedmont and Sayona Mining from pursuing otherwise attractive business opportunities, making acquisitions and investments or making other changes to our and its respective businesses prior to the completion of the Merger or the termination of the Merger Agreement. Any such lost opportunities may reduce either or both companies’ competitiveness or efficiency and could lead to an adverse effect on their respective business, financial results, financial condition or share prices.
The Merger Agreement contains restrictions on our ability to pursue alternatives to the Merger, which may limit the value that our stockholders could receive from a transaction.
The Merger Agreement generally prohibits us, subject to certain exceptions, from initiating, soliciting, proposing, knowingly encouraging or otherwise knowingly facilitating any inquiries or the making of any proposal or offer that constitute or would reasonably be expected to lead to any competing transaction proposal. Further, subject to limited exceptions and consistent with applicable law, the Merger Agreement prohibits our Board from changing, withholding, withdrawing, qualifying or modifying, in a manner adverse to Sayona Mining, its recommendation that our stockholders approve the Merger and, in specified circumstances, Sayona Mining has a right to negotiate with us in order to match any competing transaction proposal that may be made. Although our Board is permitted to take certain actions in response to a superior transaction proposal or a competing transaction proposal that would reasonably be expected to result in a superior transaction proposal if it determines that the failure to do so would likely breach its statutory or fiduciary duties under applicable law, in specified situations, we may still be required to pay to Sayona Mining a termination fee of $2.62 million. These provisions may limit our ability to pursue offers from third parties that could result in greater value to our stockholders than they would receive in the Merger. The $2.62 million termination fee may also discourage third parties from pursuing an acquisition proposal with respect to Piedmont.
Piedmont and Sayona Mining may be targets of shareholder class actions or derivative actions, which could result in substantial costs and may delay or prevent the Merger from being completed.
Shareholder class action lawsuits or derivative lawsuits are often brought against companies that have entered into transaction agreements. Such litigation can be costly and time consuming and can create uncertainty. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Merger, then that injunction may delay or prevent the Merger from being completed. One of the conditions to consummating the Merger is that no governmental entity has issued any order, decree, ruling, injunction or other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the consummation of the Merger. Consequently, if a party secures injunctive or other relief prohibiting, delaying or otherwise adversely affecting Piedmont’s or Sayona Mining’s ability to complete the Merger on the terms contemplated by the Merger Agreement, then such law or injunctive or other relief may prevent consummation of the Merger in a timely manner or at all. These lawsuits also have the potential to negatively impact Piedmont’s or Sayona Mining’s reputation.
26

The combined company may not realize all of the anticipated benefits of the Merger.
The combined company may not realize all of the anticipated benefits of the transaction. There is a risk that some or all of the expected benefits of the transaction may fail to materialize, or may not occur within the time periods anticipated by Sayona and Piedmont. The realization of such benefits may be affected by a number of factors, many of which are beyond the control of Sayona and Piedmont. The challenge of integrating previously independent businesses makes evaluating the business and future financial prospects of the combined company following the transaction difficult. Piedmont and Sayona have operated and, until completion of the transaction, will continue to operate, independently. The success of the transaction, including anticipated benefits and cost savings, will depend, in part, on the ability to successfully integrate the operations of both companies in a manner that results in various benefits, including, among other things, the expected optimization of NAL, currently owned 75% by Sayona and 25% by Piedmont, through consolidated offtake economics, complimentary technical capabilities, and material logistics, procurement and marketing synergies with aligned economic interests in pursuing NAL brownfield expansion. The past financial performance of each of Piedmont and Sayona may not be indicative of the future financial performance of the combined company. Piedmont and Sayona have incurred significant financial services, accounting, tax and legal fees in connection with the process of negotiating and evaluating the terms of the transaction. Additional significant unanticipated costs may be incurred in the course of coordinating the businesses of Piedmont and Sayona after completion of the transaction. Even if the transaction is not completed, Piedmont and Sayona will need to pay certain costs relating to the transaction incurred prior to the date the transaction was abandoned, such as financial advisory, accounting, tax, legal, filing and printing fees. Such costs may be significant and could have an adverse effect on the parties’ future results of operations.
Piedmont and Sayona Mining may have difficulty attracting, motivating and retaining executives and other employees in light of the Merger.
Uncertainty about the effect of the Merger on current Piedmont employees and/or Sayona Mining employees may have an adverse effect on the combined company. This uncertainty may impair Piedmont’s ability to attract, retain and motivate personnel until the Merger is completed. Employee retention may be particularly challenging during the pendency of the Merger, as employees may feel uncertain about their future roles with Piedmont after their combination. If large numbers of employees, or a concentration of critical employees of Piedmont, depart because of issues relating to the uncertainty or perceived difficulties of integration or a desire not to become employees of the combined company after the Merger, Piedmont’s ability to realize the anticipated benefits of the Merger could be reduced.
Piedmont will incur significant costs related to the Merger that could have a material adverse effect on its liquidity, cash flows and operating results.
Piedmont expects to incur significant one-time costs in connection with the Merger. These costs have been, and will continue to be, substantial and, in many cases, will be borne by Piedmont whether or not the Merger is completed. A substantial majority of these one-time costs will be transaction-related fees and expenses and include, among others, fees paid to financial, legal, accounting and other professional fees and transition and pre-Merger integration planning-related expenses. While Piedmont expects to be able to fund these one-time costs using existing cash, these costs will negatively impact Piedmont’s liquidity, cash flows and results of operations in the periods in which they are incurred.
Regulatory and Industry Risks
We will be required to obtain governmental permits and approvals in order to conduct development and mining operations, a process that is often costly and time-consuming. There is no certainty that all necessary permits and approvals for our planned operations will be granted.
We are required to obtain and renew governmental permits and approvals for our exploration and development activities, and prior to mining any mineralization we discover, we will be required to obtain additional governmental permits and approvals that we do not currently possess. Obtaining and renewing any of these governmental permits is a complex, time-consuming, and uncertain process involving numerous jurisdictions, public hearings, and possibly costly undertakings. The timeliness and success of permitting efforts are contingent upon many variables not within our control, including the interpretation of approval requirements administered by the applicable governmental authority.
We may not be able to obtain or renew permits or approvals that are necessary to our planned operations, or we may discover that the cost and time required to obtain or renew such permits and approvals exceeds our expectations. Any unexpected delays, costs or conditions associated with the governmental approval process could delay our planned exploration, development, and mining operations, which in turn could materially adversely affect our prospects, revenues, and profitability. In addition, our prospects may be adversely affected by the revocation or suspension of permits or by changes in the scope or conditions to use of any permits obtained.
27

For example, in addition to the permits that we have been issued to date, we are required to obtain other permits and approvals before construction or operations of Carolina Lithium, including approvals related to rezoning, mining, mineral concentration, and chemical manufacturing. Such permits include an air permit that would be issued by the Division of Air Quality and rezoning that would be approved by the Gaston County Board of Commissioners. The following permits have been submitted for Carolina Lithium: (i) Prevention of Significant Deterioration Title V Air Permit to the Division of Air Quality on August 31, 2022, and (ii) North Carolina General Stormwater permits for both the conversion plant as well as the mine and concentrator operations.
Private parties frequently attempt to intervene in the permitting process to persuade regulators to deny necessary permits or seek to overturn permits that have been issued. For example, on June 6, 2024, four petitioners with residential or business properties near our permitted Carolina Lithium project filed a Petition for a Contested Case Hearing with the North Carolina Office of Administrative Hearings, challenging DEMLR’s issuance of our mining permit for Carolina Lithium. While the four petitioners voluntarily dismissed without prejudice all claims asserted under their petition on February 3, 2025, we cannot guarantee the petitioners will not attempt to refile the petition in the future. For more information, see Note 19—Commitments and Contingencies. Third-party actions like these can materially increase the costs, cause delays in the permitting process, and could cause us to not proceed with the development or operation of a property. Our ability to successfully obtain key permits and approvals to explore for, develop, operate, and expand operations will likely depend on our ability to undertake such activities in a manner consistent with the creation of social and economic benefits in the surrounding communities, which may or may not be required by law. Our ability to obtain permits and approvals and to successfully operate in particular communities may be adversely affected by real or perceived detrimental events associated with our activities.
Certain members of the Gaston County Board have indicated opposition to granting the approvals necessary for Carolina Lithium. In September 2021, the Gaston County Board approved updates to the Gaston County Unified Development Ordinance, which in part, established certain operating limitations for new mines and quarries within the county and provides the parameters for requisite Conditional District zoning. While we have initiated a dialog with the Gaston County Board, we are unable to predict the duration, scope, result, or related costs or conditions associated with the Boards’ review, nor can we assure you that we will be successful in obtaining required local approvals.
Lithium and lithium byproduct prices are subject to unpredictable fluctuations which may greatly affect the value of our investment in our lithium assets and our ability to develop them successfully.
The prices of lithium and lithium byproducts may fluctuate widely and are affected by numerous factors beyond our control, including international, economic, and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global and regional consumptive patterns, speculative activities, increased production due to new extraction developments and improved extraction and production methods and technological changes in the markets for the end products. The effect of these factors on the prices of lithium and lithium byproducts, and therefore the economic viability of any of our exploration, development, and operational properties, cannot be accurately predicted and could have dramatic effects on the results of our operations and our ability to execute our business plan.
New production of lithium hydroxide or lithium carbonate from current or new competitors in the lithium markets could adversely affect prices. In recent years, new and existing competitors have increased the supply of lithium hydroxide and lithium carbonate, which has affected pricing. Further production increases could negatively affect prices. There is limited information on the status of new lithium hydroxide production capacity expansion projects being developed by current and potential competitors and, as such, we cannot make accurate projections regarding the capacities of possible new entrants into the market and the dates on which they could become operational. If these potential projects are completed in the short term, they could adversely affect market lithium prices, thereby resulting in a material adverse effect on the economic feasibility of extracting any mineralization we discover and reducing or eliminating any reserves we identify.
We may not be able to effectively mitigate pricing risks for our products. Depressed pricing for our products will affect the level of revenues expected to be generated by us, which, in turn, could affect our value, share price and the potential value of our assets. There can be no assurance that the price of lithium products will be such that it can be produced at a profit.
The proposed Carolina Lithium project will be subject to significant governmental regulations, including the U.S. Federal Mine Safety and Health Act.
Mining activities in the U.S. are subject to extensive foreign, federal, state, and local laws and regulations governing environmental protection, natural resources, prospecting, development, production, post-closure reclamation, taxes, labor standards, and occupational health and safety laws and regulations, including mine safety, toxic substances, and other matters. The costs associated with compliance with such laws and regulations are substantial. In addition, changes in such laws and regulations, or more restrictive interpretations of current laws and regulations by governmental authorities, could result in unanticipated capital expenditures, expenses, or restrictions on or suspensions of our operations and delays in the development of our properties.
28

Compliance with environmental regulations and litigation based on environmental regulations could require significant expenditures.
Environmental regulations mandate, among other things, the maintenance of air and water quality standards, land development, and land reclamation, and set forth limitations on the generation, transportation, storage, and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner that may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for mining companies and their officers, directors, and employees. In connection with our current exploration activities or in connection with our prior mining operations, we may incur environmental costs that could have a material adverse effect on the financial condition and results of our operations. Any failure to remedy an environmental problem could require us to suspend operations or enter into interim compliance measures pending completion of the required remedy.
Moreover, governmental authorities and private parties may bring lawsuits based upon damage to property and injury to persons resulting from the environmental, health, and safety impacts of prior and current operations, including operations conducted by other mining companies many years ago at sites located on properties that we currently own or formerly owned. These lawsuits could lead to the imposition of substantial fines, remediation costs, penalties, and other civil and criminal sanctions as well as reputational harm, including damage to our relationships with customers, suppliers, investors, governments, or other stakeholders. Such laws, regulations, enforcement, or private claims may have a material adverse effect on our financial condition, results of operations, or cash flows.
Changes in technology or other developments could adversely affect demand for lithium compounds or result in preferences for substitute products.
Lithium and its derivatives are preferred raw materials for certain industrial applications, such as rechargeable batteries. For example, current and future high energy density batteries for use in electric vehicles will rely on lithium compounds as a critical input. The pace of advancements in current battery technologies, development and adoption of new battery technologies that rely on inputs other than lithium compounds, or a delay in the development and adoption of future high nickel battery technologies that utilize lithium hydroxide could significantly impact our prospects and future revenues. Many materials and technologies are being researched and developed with the goal of making batteries lighter, more efficient, faster charging, and less expensive, some of which could be less reliant on lithium hydroxide or other lithium compounds. Some of these technologies, such as commercialized battery technologies that use no, or significantly less, lithium compounds, could be successful and could adversely affect demand for lithium batteries in personal electronics, electric and hybrid vehicles, and other applications. We cannot predict which new technologies may ultimately prove to be commercially viable and on what time horizon. In addition, alternatives to industrial applications dependent on lithium compounds may become more economically attractive as global commodity prices shift. Any of these events could adversely affect demand for and market prices of lithium, thereby resulting in a material adverse effect on the economic feasibility of extracting any mineralization we discover and reducing or eliminating any reserves we identify.
Our growth depends upon the continued growth in demand for electric vehicles with high performance lithium compounds.
We plan to be one of a few producers of performance lithium compounds that are a critical input in current and next generation high energy density batteries used in electric vehicle applications. Our growth is dependent upon the continued adoption of electric vehicles by consumers. If the market for electric vehicles does not develop as we expect, or develops more slowly than we expect, our business, prospects, financial condition, and results of operations will be affected. The market for electric vehicles is relatively new, rapidly evolving, and could be affected by numerous external factors, such as:
•government regulations and automakers’ responses to these regulations;
•tax and economic incentives;
•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;
•competition, including from other types of alternative fuel vehicles, plug-in hybrid electric vehicles, and high fuel-economy internal combustion engine vehicles;
•volatility in the cost of battery materials, oil, and gasoline;
•rates of customer adoption of higher performance lithium compounds; and
•rates of development and adoption of next generation high nickel battery technologies.
29

Our cash and cash equivalents could be adversely affected if the financial institutions in which we hold our cash and cash equivalents fail.
We maintain cash deposits in accounts that, at times may exceed the amount of insurance provided on such deposits by the FDIC. If one or more of the financial institutions in which we hold cash deposits fails, we could lose all or a portion of our uninsured cash balances. If access to our cash accounts in the future is impaired, whether temporarily or otherwise, we may be unable to pay our operational expenses such as payroll or make other payments. There can be no assurance that the FDIC will take actions to support deposits in excess of existing FDIC insured limits. If banks and financial institutions enter receivership or become insolvent in the future, including the financial institutions in which we, our equity method investments, or our customers hold cash, our and their ability to access existing cash, cash equivalents, and investments may be threatened and could have a material adverse effect on our business and financial condition. In addition, there is a risk that one or more of our current service providers, financial institutions, and other partners may be adversely affected by the foregoing risks, which could directly affect our ability to conduct our business plans on schedule and on budget.
Risks Related to an Investment in Our Common Stock
The market price and trading volume of our common stock may be volatile and may be affected by economic conditions beyond our control.
The market price of our common stock may be highly volatile and subject to wide fluctuations. For instance, from January 1, 2024, through February 15, 2025, the closing price of our common stock on Nasdaq ranged from as high as $27.88 to as low as $6.58. In addition, the trading volume of our common stock may fluctuate and cause significant price variations to occur. If the market price of our common stock declines significantly, you may be unable to resell your shares of our common stock at or above the purchase price, if at all. We cannot assure you that the market price of our common stock will not fluctuate or significantly decline in the future.
Some specific factors that could negatively affect the price of our common stock or result in fluctuations in the price and trading volume include:
•actual or expected fluctuations in our prospects or operating results;
•changes in the demand for, or market price of lithium, lithium hydroxide, or lithium-ion batteries;
•additions to or departures of our key personnel;
•changes or proposed changes in laws and regulations;
•changes in trading volume of our common stock on Nasdaq or the ASX;
•sales or perceived potential sales of our common stock by us, our directors, senior management, or our stockholders in the future;
•announcement or expectation of additional financing efforts;
•conditions in the financial markets or changes in general economic and political conditions and events, including repercussions from the wars in Ukraine and the Middle East;
•market conditions or investor sentiment in the broader stock market, or in our industry in particular;
•introduction of new products and services by us or our competitors;
•issuance of new or changed securities analysts’ reports or recommendations;
•litigation and governmental investigations; and
•changes in investor perception of our market position based on third-party information.
When the market price of a stock is volatile, certain holders of that stock may institute securities class action litigation against the company that issued the stock. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit or any future securities class litigation that may be brought against us.
We incur significant costs as a result of being publicly traded in the U.S. and Australia.
As a company whose common stock is publicly traded in both the U.S. and Australia, we incur significant legal, accounting, insurance, and other expenses related to compliance with applicable regulations. Our management and other personnel devote a substantial amount of time to these compliance initiatives, and we may need to continue to add additional personnel and build our internal compliance infrastructure.
Our common stock is publicly traded on the ASX in the form of CDIs. As a result, we must comply with the ASX Listing Rules. We have policies and procedures that we believe are designed to provide reasonable assurance of our compliance with the ASX Listing Rules. If, however, we do not follow those procedures and policies, or they are not sufficient to prevent non-compliance, we could be subject to liability, fines, and lawsuits. These laws, regulations, and standards are subject to varying interpretations, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. We intend to invest resources to comply with evolving laws, regulations, and standards, and this investment may result in increased selling, general and administrative expenses, and a diversion of management’s time and attention from growth and revenue-generating activities to compliance activities.
30

If, notwithstanding our efforts to comply with new laws, regulations, and standards, we fail to comply, regulatory authorities may initiate legal proceedings against us, and our business may be harmed.
Some provisions of Delaware law and our certificate of incorporation and bylaws may deter third parties from acquiring us or limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
Our certificate of incorporation and bylaws provide for, among other things:
•a staggered board and restrictions on the ability of our stockholders to fill a vacancy on our Board;
•the authorization of undesignated preferred stock, the terms of which may be established and shares of which may be issued without stockholder approval;
•advance notice requirements for stockholder proposals;
•a requirement that, except as otherwise provided for or fixed with respect to actions required or permitted to be taken by holders of preferred stock, no action that is required or permitted to be taken by the stockholders may be affected by consent of stockholders in lieu of a meeting of stockholders;
•permit the Board to establish the number of directors;
•a provision that the Board is expressly authorized to adopt, amend, or repeal our amended and restated bylaws;
•a provision that stockholders can remove directors only for cause and only upon the approval of not less than 66 2/3% of all outstanding shares of our voting stock;
•a requirement that the approval of not less than 66 2/3% of all outstanding shares of our voting stock to adopt, amend, or repeal certain provisions of our bylaws and certificate of incorporation; and
•limit the jurisdictions in which certain stockholder litigation may be brought.
These anti-takeover defenses could discourage, delay, or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for stockholders to elect directors of their choosing and cause us to take other corporate actions than desired.
Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the sole and exclusive forum for any complaint asserting any internal corporate claims (including claims in the right of the Company that are based upon a violation of a duty by a current or former director, officer, employee, or stockholder in such capacity, or as to which the Delaware General Corporation Law confers jurisdiction upon the Court of Chancery) or a cause of action arising under the Securities Act. This provision shall not apply to suits brought to enforce a duty or liability created by the Exchange Act. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees. If a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business. For example, under the Securities Act, federal courts have concurrent jurisdiction over all suits brought to enforce any duty or liability created by the Securities Act, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.
We do not anticipate paying dividends in the foreseeable future.
We have not declared any dividends during the years ended December 31, 2024, or 2023, and do not anticipate that we will do so in the foreseeable future. We currently intend to retain future earnings, if any, to finance the development of our business. Dividends, if any, on our outstanding shares of common stock will be declared by and subject to the discretion of the Board on the basis of our earnings, financial requirements, and other relevant factors. As a result, a return on your investment will only occur if our common stock price appreciates. We cannot assure you that our common stock will appreciate in value or even maintain the price at which you purchase shares of our common stock. You may not realize a return on your investment in our common stock, and you may even lose your entire investment in our common stock. Therefore, you should not rely on an investment in our common stock as a source for any future dividend income.
If U.S. securities or industry analysts do not publish research reports about our business, or if they issue an adverse opinion about our business, the market price and trading volume of our common stock could decline.
The trading market for our common stock will be influenced by the research and reports that U.S. securities or industry analysts publish about us and our business. Securities and industry analysts may discontinue research on us, to the extent such coverage currently exists, or in other cases, may never publish research on us. If no, or too few, U.S. securities or industry analysts commence coverage of our Company, the trading price for our common stock would likely be negatively affected. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business, the market price of our common stock would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our common stock could decrease, which might cause our price and trading volume to decline.
31

In addition, research and reports that Australian securities or industry analysts publish about us, our business, or our common stock may impact the market price of our common stock.
Unstable market and economic conditions may have serious adverse consequences on our business and financial condition.
Global credit and financial markets have experienced extreme disruptions at various points over the last few decades, characterized by diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, and uncertainty about economic stability. If another such disruption in credit and financial markets and deterioration of confidence in economic conditions occurs, our business may be adversely affected. If the equity and credit markets were to deteriorate significantly in the future, it may make any necessary debt or equity financing more difficult to complete, more costly, and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance, and share price and could require us to delay or abandon development or commercialization plans. In addition, there is a risk that one or more of our service providers, manufacturers, or other partners would not survive or be able to meet their commitments to us under such circumstances, which could directly affect our ability to attain our operating goals on schedule and on budget.
Sales of our common stock, or the perception that such sales may occur, could depress the price of our common stock.
Sales of a substantial number of shares of our common stock in the public market, or the perception that such sales may occur, could depress the market price of our common stock. We have filed a registration statement registering under the Securities Act the shares of our common stock reserved for issuance under our Stock Incentive Plan, including shares issuable upon exercise of outstanding options. These shares can be freely sold in the public market upon issuance, subject to volume limitations applicable to affiliates. Further, as opportunities present themselves, we may enter into financing or similar arrangements in the future, including the issuance of debt or equity securities. If we issue common stock or securities convertible into our common stock, our common stockholders would experience additional dilution, and as a result, the price of our common stock may decline.
Item 1B.    UNRESOLVED STAFF COMMENTS.
Not Applicable.
Item 1C.     CYBERSECURITY.
Cybersecurity Risk Management and Strategy
We recognize the importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data. As a result, we have integrated cybersecurity risk management into our broader risk management framework to promote a holistic approach toward assessing, identifying, and managing material risks associated with cybersecurity threats. This integration ensures that cybersecurity considerations are an integral part of the decision-making processes at every level of our organization.
Recognizing the complexity and evolving nature of cybersecurity threats, we have partnered with third-party cybersecurity agencies to leverage specialized knowledge and insights, ensuring our cybersecurity strategies and processes remain at the forefront of industry best practices. Our cybersecurity partners work to continuously scan and monitor our networks for threats and vulnerabilities and provide access to a 24/7 incident response team. Further, through our partnerships, we conduct annual security risk assessments, which are designed in alignment with the National Institute of Standards and Technology Cybersecurity Framework and perform annual penetration tests and breach and attack simulations to validate security controls. These partnerships are actively managed by members of our management team, together with our information technology department, to ensure effective implementation.
Additionally, to best position Piedmont Lithium to avoid cybersecurity incidents, we, among other things, conduct employee trainings and, where appropriate, utilize a coordinated procurement process to bring consistency, compliance, and interoperability to the hardware, software, and services we obtain from vendors and other business partners. This coordinated procurement process includes, in addition to other safeguards, review by our information technology and legal departments to address any security concerns before any vendor or business partner is granted access to our information systems.
As of the date of this Annual Report, we have not identified risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. While we continually work to safeguard the information systems we use, and the proprietary, confidential and personal information residing therein, and mitigate potential risks, there can be no assurance that such actions will be sufficient to prevent cybersecurity incidents or mitigate all potential risks to such systems, networks and data or those of our third-party providers.
32

For additional information, refer to Part I, Item 1A, “Risk Factors—Our business is subject to cybersecurity risks.”
Governance
Cybersecurity is an important part of our risk management processes and an area of focus for our Board and management team. Our Audit Committee is responsible for the Board-level oversight of risks from cybersecurity threats. Members of our Audit Committee receive updates from our management team regarding Company practices, programs, and other developments related to cybersecurity throughout the year, including quarterly updates from our Chief Legal Officer on cyber threats and our cybersecurity risk management and strategy program. Our Audit Committee is comprised of Board members with diverse expertise, including risk management and strategy, equipping each member to oversee cybersecurity risks effectively.
We maintain a Cybersecurity Incident Response Team composed of professionals across various functions, including information technology, legal, finance, accounting, and risk. This team is trained in managing cybersecurity incidents and is comprised of individuals with experience in various roles involving information technology, including, security, auditing, compliance, systems, and programming.
33

Item 2.    PROPERTIES.
We lease our corporate headquarters in Belmont, North Carolina and lease additional office space in Cherryville, North Carolina. We own and lease properties in Gaston and Cleveland Counties in North Carolina, primarily for the principal use of current development activities for Carolina Lithium. We expect to further our principal use to include mining, development and production of lithium hydroxide and other lithium products and byproducts.
In October 2023, we purchased a 132-acre disposal facility adjacent to the previously proposed Tennessee Lithium plant site for the placement of inert tailings produced as part of the innovative alkaline pressure leach process. We currently hold a Solid Waste Disposal Permit for this disposal facility.
Mineral Properties
The below table discloses, as of December 31, 2024, our relevant mineral properties categorized as wholly-owned and owned through direct investment. We classify our mineral properties into three categories: “Production Properties,” “Development Properties,” and “Exploration Properties.” Production Properties are properties with material extraction of mineral reserves. Development Properties are properties that have mineral reserves disclosed but no material extraction. Exploration Properties are properties that have no mineral reserves disclosed. We currently categorize both Carolina Lithium and NAL as material individual properties under S-K 1300 and provide additional details accordingly under “Material Individual Properties.”
Property Location Effective Ownership at 12/31/2024 Mineral/Extraction Type Operator Stage
Wholly-owned Carolina Lithium North Carolina 100% Lithium/ Hard rock Piedmont Lithium Inc. Development
Effective Ownership Through Direct Investment
NAL (1)
Quebec 25% Lithium/ Hard rock Sayona Quebec Production
Authier (1)
Quebec 25% Lithium/ Hard rock Sayona Quebec Development
Tansim (1)
Quebec 25% Lithium/ Hard rock Sayona Quebec Exploration
Vallée (1)
Quebec 25% Lithium/ Hard rock Sayona Quebec Exploration
Killick Lithium (2)
Newfoundland 20% Lithium/ Hard rock Sokoman Minerals and Benton Resources Exploration
Ewoyaa(3)
Ghana 5% Lithium/ Hard rock Atlantic Lithium Development
__________________________
(1)As of December 31, 2024, we owned an equity interest of 25% interest in Sayona Quebec. Sayona Quebec owns 100% of NAL, Authier, Tansim, and Vallée. The effective ownership displayed regarding Vallée does not include our interest in the property claims being jointly developed with Jourdan Resources Inc.
(2)As of December 31, 2024, we owned an equity interest of 19.9% in Vinland Lithium. Vinland Lithium owns a 100% interest in Killick Lithium. We have entered into an earn-in agreement with Vinland Lithium to acquire up to a 62.5% equity interest in Killick Lithium through staged-investments. As of December 31, 2024, we have not earned any additional interest in the Killick Lithium. Accordingly, our effective ownership in Killick Lithium is 19.9%. For additional information, please refer to “Equity Method Investment Projects - Vinland Lithium” below in this Item 2.
(3)As of December 31, 2024, we owned an equity interest of approximately 5% in Atlantic Lithium. Atlantic Lithium owns a 100% ownership in Atlantic Lithium Ghana, which owns the Ewoyaa project. In August 2021, we entered into a project agreement with Atlantic Lithium, whereby we can acquire a 50% equity interest in Atlantic Lithium Ghana. In August 2023, we made the election to receive our initial 22.5% equity interest in Atlantic Lithium Ghana and currently await regulatory approvals of our ownership. Accordingly, as of the December 31, 2024, our effective ownership of the Ewoyaa project remained at approximately 5%. For additional information, please refer to “Ghana - Ewoyaa Lithium Project” below in this Item 2.
34

Production Table
Our aggregate annual production, for the most recent three years, is shown in the table below.
Years Ended December 31,
Lithium metal (1) (metric tons)
2024(2)
2023(3)
2022
NAL 1,230  856  — 
__________________________
(1)Lithium production shows as lithium metal. Conversion to LCE is 0.1878 metric ton of lithium metal to 1 metric ton of LCE.
(2)As of December 31, 2024, through our ownership in Sayona Quebec joint venture, we owned 25% of NAL. We are therefore reporting 25% of NAL’s production.
(3)As of December 31, 2023, through our ownership in Sayona Mining and Sayona Quebec joint venture, we owned 34% of NAL. We are therefore reporting 34% of NAL’s production.
Summary Resources Table
The following table provides a summary of our mineral resources, exclusive of reserves as of December 31, 2024. Where applicable, the amounts represent our attributable portion based on ownership percentages previously noted. The relevant technical information supporting mineral resources for each material property is included in the “Material Individual Properties” section below. Relevant technical information supporting mineral resources for our non-material property Authier is included under the “Authier” section below and in the technical report summary attached as Exhibit 96.2 to this Annual Report.
Measured Mineral Resources Indicated Mineral Resources Measured & Indicated Mineral Resources Inferred Mineral Resources
(amounts in millions of metric tons) Amount Grade (Li2O%) Amount Grade (Li2O%) Amount Grade (Li2O%) Amount Grade (Li2O%)
Lithium - Hard Rock: North America
Carolina Lithium(1)
9.96 1.14 9.96 1.14 15.93 1.02
NAL (2)
0.18 1.00 1.63 1.15 1.83 1.14 8.25 1.23
Authier (3)
0.06 0.80 0.80 0.98 0.85 0.96 1.59 0.98
__________________________
(1)Lithium resources at Carolina Lithium at an effective date of December 31, 2021 were estimated at a spodumene concentrate price of $1,893 per dmt.
(2)As of December 31, 2024, we owned 25% of NAL through ownership in Sayona Quebec. We are therefore reporting 25% of NAL’s mineral resources. Lithium resources at NAL at an effective date of June 30, 2024 were estimated at a spodumene concentrate price of $1,273 per dmt.
(3)As of December 31, 2024, we owned 25% of Authier through ownership in Sayona Quebec. We are therefore reporting 25% of Authier’s mineral resources. Lithium resources at Authier at effective date of June 30, 2024 were estimated at a spodumene concentrate price of CAD$977 per dmt.
35

Summary Reserves Table
The following table provides a summary of our mineral reserves as of December 31, 2024. Where applicable, the amounts represent our attributable portion based on ownership percentages previously noted. The relevant technical information supporting mineral reserves for each material property is included in the “Material Individual Properties” section below. Relevant technical information supporting mineral reserves for our non-material property Authier is included under the “Authier” section below and in the technical report summary attached as Exhibit 96.2 to this Annual Report.
Proven Mineral Reserves Probable Mineral Reserves Total Mineral Reserves
(amounts in millions of metric tons) Amount Grade (Li2O%) Amount Grade (Li2O%) Amount Grade (Li2O%)
Lithium - Hard Rock: North America
Carolina Lithium (1)
18.26 1.10 18.26 1.10
NAL (2)
0.05 1.40 4.90 1.08 4.95 1.08
Authier (3)
1.55 0.93 1.28 1.00 2.80 0.96
__________________________
(1)Lithium reserves at Carolina Lithium at an effective date of October 20, 2021 were estimated at a spodumene concentrate price of $1,893 per dmt.
(2)As of December 31, 2024, we owned 25% of NAL through ownership in Sayona Quebec. We are therefore reporting 25% of NAL’s mineral reserves. Lithium reserves at NAL at an effective date of June 30, 2024 were estimated at a spodumene concentrate price of $1,352 per dmt.
(3)As of December 31, 2024, we owned 25% of Authier through ownership in Sayona Quebec. We are therefore reporting 25% of Authier’s mineral reserves. Lithium reserves at Authier at effective date of June 30, 2024 were estimated at transfer price of CAD$120 per dmt for run-of-mine ore between the Authier Project and NAL.
Equity Method Investment Projects
Sayona Quebec
As of December 31, 2024, we owned a 25% equity interest in Sayona Quebec. Sayona Quebec owns the now-producing NAL, the Authier Lithium project, and the Tansim Lithium project. Additionally, in November of 2022, Sayona Quebec, through NAL, entered into an acquisition and earn-in agreement with Jourdan Resources Inc. to purchase 20 claims of Vallée and to earn up to a 51% equity interest in the remaining 28 claims. As part of the agreement, NAL became a 9.99% equity holder of Jourdan Resources Inc.
Through our strategic partnership, Sayona Quebec is prioritizing the manufacturing of lithium products in Quebec and capitalizing on Quebec’s competitive advantages, which include access to skilled labor, strong infrastructure, governmental mining support and zero-carbon, low-cost hydropower. As of December 31, 2024, our investments in Sayona Quebec totaled $70.2 million.
Revenue and expenses of Sayona Quebec are not consolidated into our financial statements; rather, our proportionate share of the income or loss is reported as “(Loss) income from equity method investments” in our consolidated statements of operations.
Offtake Agreement
In January 2021, we entered into a long-term offtake agreement with Sayona Quebec. Under the terms of the offtake supply agreement, Sayona Quebec will supply Piedmont Lithium the greater of 113,000 dmt per year or 50% of Sayona Quebec’s spodumene concentrate production from the combination of NAL and the Authier project. Under the agreement, spodumene concentrate is priced on a market price basis with a floor price of $500 per dmt and a ceiling price of $900 per dmt for SC6.
Vinland Lithium
As of December 31, 2024, we owned an equity interest of approximately 19.9% in Vinland Lithium, which is a Canadian-based entity which owns Killick Lithium, the owner of a large exploration property prospective for lithium located in southern Newfoundland, Canada. As of December 31, 2024, we have invested $1.5 million in Vinland Lithium.
Offtake and Project Agreement
In October 2023, we entered into an earn-in agreement with Vinland Lithium to acquire up to a 62.5% equity interest in Killick Lithium through staged-investments. As part of our investment, we entered into a marketing agreement with Killick Lithium for 100% marketing rights and right of first refusal to purchase 100% of all lithium products produced by Killick Lithium on a life-of-mine basis at competitive commercial rates.
36

Equity Method Investment Properties
The information below specific to each property is derived from information publicly disclosed by each such investee company. Additionally, the disclosed mineral reserves estimates and mineral resources estimates of NAL and Authier are presented according to the following principals.
Mineral Reserves
A “mineral reserve” is an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the QP, can be the basis of an economically viable project. Specifically, mineral reserve is the economically mineable part of a measured or indicated mineral resource. The term “economically viable,” as used in the definition of reserve, means that the QP has analytically determined that extraction of the mineral reserve is economically viable under reasonable investment and market assumptions.
The term “proven reserves” means the economically mineable part of a measured mineral resource and can only result from conversion of a measured mineral resource. The term “probable reserves” means mineral reserves for which quantity and grade are computed from information similar to that used for proven reserves, but the sites for sampling are farther apart or are otherwise less closely spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation.
Proven and probable mineral reserves are based on extensive drilling, sampling, mine modeling, and metallurgical testing from which we determined economic feasibility. The reference point for mineral reserves is the undiluted ore, excluding dilution material, delivered to our spodumene concentrator. The price sensitivity of mineral reserves depends upon several factors including grade, metallurgical recovery, operating cost, and waste-to-ore ratio. Each respective mineral reserves table in this Item 2 lists the estimated metallurgical recovery rate of spodumene concentrate. The cut-off grade, or lowest grade of mineralization considered economic to process, depends upon prevailing economic conditions, estimated mineability of our deposit, and amenability of the mineral reserve to spodumene concentration.
The proven and probable reserve figures presented herein are estimates based on information available at the time of calculation. No assurance can be given that the estimated levels of metallurgical recovery of lithium minerals will be realized. Metric tons of ore containing lithium minerals included in the proven and probable reserves are those contained prior to losses during metallurgical treatment. Reserve estimates may require revision based on actual production. Market fluctuations in the price of spodumene concentrate, lithium hydroxide, or lithium carbonate, as well as increased production costs or reduced metallurgical recovery rates, could render certain proven and probable reserves containing higher cost reserves uneconomic to exploit and might result in a reduction of mineral reserves.
Mineral Resources
The mineral resource figures presented herein are estimates based on information available at the time of calculation and are exclusive of reserves. A “mineral resource” is a concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade, or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological characteristics of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling. The reference point for mineral resources is in situ. Mineral resources are subdivided in order of increasing geological confidence into inferred, indicated and measured categories. Metric tons of mineral resources containing spodumene, quartz, feldspar and mica, included in the measured, indicated, and inferred resources, are those contained prior to losses during metallurgical treatment. The terms “measured resource,” “indicated resource,” and “inferred resource” mean the part of a mineral resource for which quantity and grade or quality are estimated on the basis of geological evidence and sampling that is considered to be comprehensive, adequate, or limited, respectively.
Market fluctuations in the price of lithium hydroxide as well as increased production costs or reduced metallurgical recovery rates, could change future estimates of resources. We have reported mineral resources, prepared in accordance with S-K 1300, as part of our exploration and evaluation activities.

37

Quebec Properties
Sayona Quebec’s assets are comprised of four wholly-owned projects as follows: NAL, which restarted production in 2023, the Authier project, which is in the development stage, and Tansim and Vallée, which are both in the exploration stage. Additionally, Sayona Quebec entered into a joint-venture agreement with Jourdan Resources Inc. to jointly develop additional Vallée claims, which are also in the exploration stage.
New Quebec Image 2024.jpg
Figure 1
North American Lithium
For a full discussion on NAL, please refer to “Material Individual Property - NAL,” provided below.
38

Authier
Authier is located approximately 28 miles northwest of the city of Val-d’Or. Val-d’Or is located approximately 290 miles northwest of the city of Montreal. Authier is easily accessible by a rural road network that is connected to a national highway a few miles east of the project site. The project area comprises 24 mineral claims totaling 2,184 acres and directionally extends 2.6 miles east-west and 2.1 miles north-south. The mineral claims are located over Crown Lands, which is land owned by the Province of Quebec.
New Authier Photo 2.21.24.jpg
Figure 2
The spodumene-bearing pegmatite is principally defined by one single continuous intrusion, or dyke, that contains local rafts, or xenoliths, of the amphibolitic host rock, which are approximately 10 feet thick and up to 656 feet in length at shallow levels within the western zone. The main pegmatite outcrops in a small, 164 feet by 65 feet, area at the central-eastern sector that orients east-west and is mostly covered by up to 32 feet of overburden. Based on the information gathered from the drilling, the pegmatite intrusion is more than 3,608 feet in length and can be up to 196 feet thick. The intrusion is generally oriented east-west, dips to the north at angles ranging between 35° and 50° and reaches depths of up to 885 feet below surface in drilling to date.
A second spodumene-bearing pegmatite, not visible from the surface, was intersected by diamond hole AL-16-10 at shallow levels, between 49 feet and 72 feet downhole depth, approximately 1,312 feet north of the main pegmatite. Follow-up drilling in early 2017 and 2018 outlined this new body, the Authier North pegmatite, which has a strike extension of 1,640 feet east-west, 22 feet average width, gently dipping 15 degrees to the north. The Authier North pegmatite appears at shallow levels, 49 feet to 82 feet vertical depth, and is open in all directions.
Authier has been subject to more than 19 miles of exploration drilling. Between 2010 and 2012, Glen Eagle, the previous tenement holder, completed approximately 6 miles of diamond drilling in 69 diamond drill holes of which 5 miles were drilled on the Authier deposit; 1,998 feet (five diamond drill holes) were drilled on the northwest and 1,384 feet on the south-southwest of the property. Sayona Quebec completed four phases of drilling totaling more than 8.7 miles in 94 diamond drill holes. All the holes completed by Sayona Quebec have used standard diamond drill hole diameter size, using a standard tube and bit.
Sayona Quebec continues to closely engage with all stakeholders concerning Authier’s development by, among other things, holding information sessions and consultations with local municipalities, landowners, First Nations communities, nongovernmental organizations and other stakeholders.
39

Environmental baseline studies including literature review, field works and laboratory analysis have been undertaken on the Authier project in 2012, and again from 2017 to 2022 by Sayona Quebec and the previous project owner. Sayona Quebec has progressed environmental studies on the project in accordance with Quebec’s regulatory requirements. In 2023, the Government of Quebec agreed with Sayona Quebec’s request to voluntarily submit the Authier project to the Quebec BAPE process. In line with its commitment to transparency and collaboration, Sayona’s request will allow citizens to get involved in the project’s development. The BAPE’s mission is to inform government decision-making by issuing findings and opinions that account for the public’s concerns and are based on the principles of the Sustainable Development Act.
A technical report summary with respect to our estimated resources and reserves at Authier is filed as an exhibit to this Annual Report as Exhibit 96.2. The “Summary Resources Table and Summary Reserves Table” located above in this Item 2 reflect only those resources and reserves attributable to our ownership or economic interest as of December 31, 2024, and such reported resources and reserves have been prepared in accordance with S-K 1300.
The following table details measured, indicated and inferred resources which have been prepared in accordance with S-K 1300 and are solely attributable to our ownership or economic interest as of December 31, 2024.
Authier Mineral Resource Statement at Effective Date of June 30, 2024, based on a Spodumene Concentrate Price of $977 per metric ton; Exclusive of Mineral Reserves and Attributable to Piedmont’s Economic Interest
Mineral Resources Category
Ore
(MT)(1)
Grade
(Li2O%)
Li2O
(metric tons)
LCE
(metric tons)
Cut-Off Grade
(% Li2O)
Metallurgical
Recovery (%)
Measured 0.06 0.80 460 1,138 0.55 78.0
Indicated 0.80 0.98 7,791 19,267 0.55 78.0
Measured + Indicated 0.85 0.96 8,160 20,180 0.55 78.0
Inferred 1.59 0.98 15,558 38,474 0.55 78.0
__________________________
(1)     Mineral resources are 100% attributable to the property. Values shown in the table are based on Piedmont Lithium’s economic interest in the mineral resource. Piedmont Lithium had a 25% economic interest in the Authier project as of December 31, 2024.
Mineral Reserves
Probable mineral reserves have been estimated and based on the consideration of pertinent modifying factors, inclusive of geological, environmental, regulatory and legal factors, in converting a portion of the mineral resources to mineral reserves. A cutoff grade of 0.55% Li2O based on metallurgical recovery limitations was used in creation of the block model. An open pit mining method was selected due to the depth of the ore body. No other mining method was evaluated as part of the mineral reserves estimation. Mine design parameters include an overburden berm width of less than 1 foot, overburden bench face angle of 14 degrees, and a setback at the overburden fresh rock contact of 33 feet. Mine design parameters additionally include 20 foot bench heights, berm widths of 27 feet, inter ramp angles ranging from 156 to 189 feet and bench face angles ranging from 65 to 80 degrees. The single lane ramp width is 56 feet with the dual lane ramp measuring 76 feet with a maximum ramp grade of 10%. Mining ore losses have been estimated at 2.3%, and mine dilution of approximately 9%. To account for additional operational errors and re-handling an additional mine ore loss factor of 2.0% was applied. Process recovery for spodumene concentrate is estimated to be 73.6%.
40

The following table details proven and probable reserves reflecting only those reserves attributable to our ownership or economic interest as of December 31, 2024, and have been prepared in accordance with S-K 1300.
Authier – Estimate of Mineral Reserves (diluted) at Effective Date of June 30, 2024 based on a transfer price of CAD$120 per metric ton for run-of-mine ore between the Authier Project and North American Lithium(1)
Mineral Reserves Category Ore
(MT)
Grade
(Li2O%)
Li2O
(metric tons)
LCE
(metric tons)
Cut-Off Grade
(% Li2O)
Metallurgical
Recovery (%)
Proven 1.55 0.93 14,415 35,648 0.55 73.6
Probable 1.28 1.00 12,750 31,531 0.55 73.6
__________________________
(1)    Reserves are expressed as tonnages and grades reported as run-of-mine feed at the NAL crusher and account for mining dilution, geological losses, and operational mining loss factors. Pricing to support mineral reserve economics is based upon the sale of run-of-mine ore from the Authier project to North American Lithium at a transfer price of CAD$120 per dmt. The selected optimized pit shell is based on a revenue factor of 0.86 applied to a base case selling price for spodumene concentrate of 850 per dmt of SC6. Mineral reserves estimated are exclusive of the mineral resources.
Tansim
Tansim is situated 51 miles south-west of Authier. Tansim comprises 355 mineral claims spanning 50,749 acres and is prospective for lithium, tantalum, and beryllium.
Mineralization is hosted within spodumene-bearing pegmatite intrusions striking east-west, dipping to the north, and hosted by metasedimentary – metavolcanic rocks of the Pontiac sub-province. The main prospects are Viau-Dallaire, Viau and Vezina. The potential quantity and grade of the exploration target is uncertain as there has been insufficient exploration to estimate a mineral resource, and it is uncertain if further exploration will result in the estimation of a mineral resource.
Vallée
Vallée is located in Abitibi, Quebec, near the township of La Corne and comprises 48 claims covering approximately 4,934 acres, closely neighboring the NAL mine tenure with 20 claims located within 550 yards of the NAL mine boundary. See Figure 3 below.

Vallee v3.gif
Figure 3: Vallée
41

In November 2022, NAL acquired those 20 claims outright, which span approximately 1,866 acres. Such claims allow for potential future infrastructure expansion at the NAL mine and its processing facility. In December 2023, NAL 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 December 31, 2024, a total of 66 diamond drill holes measuring a total depth of approximately 10 miles has been completed at Vallée.
The project is situated within the heart of the southern portion of the Abitibi Greenstone Belt, some 62 miles northeast of the mining towns of Rouyn‐Noranda, 28 miles north of Val‐d’Or, 31 miles northeast of Malartic (home to the Canadian‐Malartic Mine), 19 miles southeast of Amos and contiguous and in proximity to RB Energy’s Quebec Lithium Property and adjacent to the NAL mine.
The mineralized spodumene pegmatite dykes that NAL has mined continue directly onto the claims of Vallée.
Newfoundland
Killick Lithium
Killick Lithium is an exploration stage project currently operated by Sokoman Minerals and Benton Resources that consists of 3,146 claims totaling approximately 234,748 acres, accessible by the Burgeo Highway in southwestern Newfoundland. See Figure 4 below.
Killick Map.jpg
Figure 4: Killick Lithium location, showing proximity to highway and grid power.
According to their data, Benton Resources and Sokoman Minerals completed 61 exploratory drill holes, 50 of which intersected spodumene-bearing pegmatites. Mineralization in surface trenching and drilling has been identified over a strike length of 1.5 miles. These early drilling results include multiple intercepts over 1.0% Li2O and demonstrate the potential for additional discoveries within the property. Their exploration work in 2023 identified numerous soil and geophysical anomalies, highlighting high-priority drill targets. The property features excellent infrastructure with close proximity to paved roadways, an electrical substation, and an ice-free, deepwater port.

42

Ghana
Ewoyaa Lithium Project
We have a strategic partnership with Atlantic Lithium that includes Atlantic Lithium Ghana’s flagship Ewoyaa project. Under our partnership, we entered into a project agreement to acquire a 50% equity interest in Atlantic Lithium Ghana in two phases, with each phase requiring us to make future staged investments in Ewoyaa over a period of time in order to earn our additional equity interest. We completed Phase 1 of our investment in mid-2023, which allows us 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 our intention to proceed with additional funding contemplated under Phase 2, which mainly consists of construction and development activities for Ewoyaa. Our future equity interest ownership under Phase 1 remains subject to government approvals. Phase 2 allows us 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. Upon issuance of our equity interest associated with Phase 1 and completion and issuance of our equity interested associated with Phase 2, we expect to have a total equity interest of 50% in Atlantic Lithium Ghana. Atlantic Lithium Ghana, in turn, will hold an 81% interest in the Ewoyaa project net of the interests that will be held by the Ghanaian government and MIIF, which will result in an effective ownership interest of 40.5% in Ewoyaa, by Piedmont Lithium. As of December 31, 2024, we did not own an equity interest in Atlantic Lithium Ghana.
Ewoyaa 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.
Ewoyaa includes the Ewoyaa, Abonko, and Kaampakrom deposits, and is located in Ghana, West Africa, approximately 60 miles southwest of the capital of Accra. The project area is immediately north of Saltpond, in the Central Region, and falls within the Mfantseman Municipality where Saltpond is the district capital. See Figure 5 below.
Access to the site from Accra is along the asphalt N1 Accra-Cape Coast-Takoradi Highway which runs along the southern coastal boundary of the project. Several laterite roads extend northwards from the highway and link communities in the project area. The deep-sea Port of Takoradi is within 70 miles west of the Ewoyaa site and accessible via the same highway. See Figure 5 below.
Figure X.jpg
Figure 5: Ewoyaa location and tenure, showing proximity to Takoradi Port, highway and grid power.
The topography of the project varies with steep hills surrounding low-lying valleys throughout the proposed mining area. The terrain of the project area rises sharply from a narrow coastal plane to an undulating peneplane where elevation ranges from 66 feet to 394 feet above mean sea level.
43

Ghana is a republic within the Commonwealth. Ghana gained independence from colonial Britain in 1957, being the first sub-Saharan African country in colonial Africa to do so. Despite some turbulent history in the first decades following independence, Ghana has emerged since the 1990s as a stable, multi-party democracy.
Power Lines.jpg
Figure 6: High voltage power transmission lines, bitumen highway and deep-sea Takoradi port close to project site.
Ewoyaa covers two contiguous exploration licenses, the Mankessim (RL 3/55) and Mankessim South (RL PL3/109) licenses. The Mankessim is a joint venture, with the license in the name of the joint venture party, Barari DV Ghana; document number 0853652-18. The Mineral Prospecting License was renewed on July 27, 2021, for a further three-year period valid through July 26, 2024. Mankessim South is a wholly-owned subsidiary of Green Metals Resources. A Mineral Prospecting License was renewed on February 19, 2020, for a further three-year period through February 18, 2023. The tenement is in good standing with no known impediments.
In October 2023, Atlantic Lithium announced Ghana’s Ministry of Lands and Natural Resources granted a mining lease for Ewoyaa. The mining lease provides exclusive rights to carry out lithium mining and commercial production activities for an initial 15-year period and is renewable in accordance with Ghanaian legislation. The issuance of the mining lease is subject to ratification by the Ghanaian parliament, approval of the Environmental Protection Agency of Ghana, and other statutory requirements. The mining lease provides the Government of Ghana a 13% free-carried interest and a 10% royalty in Ewoyaa.
Material Individual Properties
We categorize Carolina Lithium and NAL as material individual properties under S-K 1300.
Material Individual Property - Carolina Lithium
Overview
Carolina Lithium is a development stage project for the mining, development and production of lithium products. The property is located in a rural area of Gaston County, North Carolina, approximately 25 miles northwest of the City of Charlotte. The property is centered at approximately 35°23’20”N 81°17’20”W. The property currently has no known encumbrances. In addition to the information summarized below, you can learn more about Carolina Lithium by reading the technical report summary dated April 20, 2023, attached as Exhibit 96.1 and incorporated by reference to Exhibit 96.3 to our Annual Report on 10-K/A dated April 25, 2023.
Spodumene Concentrate Operation
The technical report summary for Carolina Lithium is based on a mine life of 11 years of mineral reserves, with an estimated average annual production of 242,000 metric tons of spodumene concentrate at steady-state operation.
We believe there is significant opportunity to increase the mineral reserve life of Carolina Lithium beyond 11 years by conversion of existing mineral resources to mineral reserves or by discovery of additional resources within the Carolina Tin-Spodumene Belt within a reasonable trucking or conveying distance to the proposed spodumene concentrator.
44

Lithium Hydroxide Conversion Operation
The technical report summary for Carolina Lithium assumes a lithium hydroxide conversion plant, also referred to as a chemical plant, that will be supported with spodumene concentrate produced from our mineral reserves and that the lithium hydroxide chemical plant has an estimated production rate of 30,000 metric tons of lithium hydroxide per year.
Our business plan is, upon depletion of our mineral reserves, to continue lithium hydroxide production at Carolina Lithium using spodumene concentrate sourced from offtake agreements, which will allow us to secure spodumene concentrate from alternate sources or from our own mineral reserves if our estimation of mineral reserves was increased in the future.
Operating and Capital Costs
According to the technical report summary results, our integrated Carolina Lithium project is projected to have an average cash operating cost of approximately $4,844 per metric ton of lithium hydroxide at steady state during the first 10 years of operations, including royalties and exclusive of any byproduct credits, thereby potentially positioning Piedmont Lithium as one of the industry’s lowest-cost producers. The technical report summary estimates, in accordance with the Association the Advancement of Cost Engineering class 3 level of detail, total capital costs of approximately $1 billion for the construction of the fully integrated Carolina Lithium project, inclusive of potential recovery of byproduct mineral resources.
Ownership and Location
We hold a 100% interest in Carolina Lithium which is located approximately 25 miles northwest of Charlotte, North Carolina in the U.S.
History
Carolina Lithium lies within the Carolina Tin-Spodumene Belt. Mining in the belt began in the 1950s with the Kings Mountain Mine, currently owned by Albemarle Corporation, and the Hallman-Beam Mine near Bessemer City, North Carolina, which is currently owned by Martin Marietta Corporation. Both former mines are located within approximately 12 miles of Carolina Lithium to the south, near Bessemer City, North Carolina, and Kings Mountain, North Carolina, respectively. Portions of the project area were explored and excavated to shallow depths in the 1950s as the Murphy-Houser Mine, owned by the Lithium Corporation of America. In 2009, Vancouver-based North Arrow Minerals Inc. commenced exploration at the property. In 2016, we began optioning surface and mineral rights at the property and subsequently commenced a renewed exploration effort at the site.
Present Condition, Work Completed, and Exploration Plans
General access to Carolina Lithium is via a network of primary and secondary roads. Interstate highway I‑85 lies 6 miles to the south of the project area and provides easy access to Charlotte Douglas International Airport, which is approximately 19 miles to the east. A rail line borders the property to the northwest. Transport links provide access to Charlotte, which is the largest city based on size and population in North Carolina, within approximately 25 miles from Carolina Lithium. Extensive exploration supports our resource estimate and is comprised of surface mapping and extensive subsurface drilling. Between 2017 and 2021, we completed five phases of exploratory drilling which included a total of 542 core holes amounting to approximately 50 miles to define the Core property deposit. The exploration of Carolina Lithium has been performed by professional geologists in adherence to established operating procedures that have been verified by the qualified person. Through the date of this report, exploration has been concentrated on the Core, Central, and Huffstetler deposit areas detailed in Figure 8 below.
45

Properties
New Carolina Image 2.16.jpg
Figure 7
As of December 31, 2024, Carolina Lithium, was comprised of real property and associated mineral rights totaling approximately 3,482 acres, of which approximately:
•219 parcels consisting of 2,907 acres are owned with a book value of $88.3 million;
•1 parcel consisting of 113 acres is subject to long-term leases with a book value of $0.2 million; and
•36 parcels consisting of 462 acres are subject to exclusive option agreements with a book value of $1.3 million. These exclusive option agreements, upon exercise, allow us to purchase or, in some cases, enter into long-term lease agreements for the real property and associated mineral rights. Our option agreements provide for annual option payments, bonus payments during periods when we conduct drilling, and royalty payments during periods when we conduct mining. Our option agreements generally provide us with an option to purchase the optioned property at a specified premium over fair market value. Upon exercise of our purchase option, our obligation to make annual option payments and bonus payments terminates.
46

We generally control all the surface and mineral rights for Carolina Lithium under applicable agreements. We also own real property totaling 5 acres in Bessemer City, North Carolina, where we lease a warehouse for core samples from Carolina Lithium, and 61 acres in Kings Mountain, North Carolina, where we hold a synthetic minor air permit, and which was the subject of prior technical studies for a planned lithium hydroxide conversion facility.
zoom to core land package 1 mile.jpg
Figure 8
Mineral Reserves
As of December 31, 2024, we have reported no proven mineral reserves and 18.3 million metric tons of probable mineral reserves at a grade of 1.10% Li2O. We issued our first mineral resource estimate on October 21, 2021, and have not finalized any new estimates. The proven and probable reserve figures presented herein are estimates based on information available at the time of calculation.
A technical report summary with respect to our estimated mineral reserves was filed as an exhibit to our Transition Report on Form 10-KT for the six-month period ending December 31, 2021. This technical report summary was amended to include certain information as required by S-K 1300. The amended technical report study dated April 20, 2023, attached as Exhibit 96.1 for the period ending December 31, 2022. We publish reserves annually and will recalculate reserves if any new significant changes are expected, taking into account metal prices, changes, if any, to future production and capital costs, divestments and depletion as well as any acquisitions and additions during the period.
Probable mineral reserves have been estimated and based on the consideration of pertinent modifying factors, inclusive of geological, environmental, regulatory and legal factors, in converting a portion of the mineral resources to mineral reserves. All converted mineral resources were classified as probable mineral reserves. There were no measured mineral resources defined that could be converted into proven mineral reserves, and no inferred mineral resources were included in the estimation of mineral reserves. A cutoff grade of 0.4% Li2O was used in creation of the block model. An open pit mining method was selected due to the ore body outcropping in several places along the surface. No other mining method was evaluated as part of the mineral reserves estimation. Mine design parameters include overburden batter angle in unconsolidated material of 27 degrees, face batter angle of 75 degrees, inter-ramp slope of 57 degrees, overall slope of 51 degrees, berm width of 31 feet, berm height working 39 feet, berm height final wall of 78 feet, ramp width of 98 feet, ramp grade of 10%, mine dilution of 10%, process recovery for spodumene concentrate of 77%, and minimum mining width of 164 feet.
47

Operating costs were established using budget pricing from mining contractors based on a request for proposal issued by our third-party consultant, Marshall Miller and Associates, combined with first principles estimates for utilities including electrical service from Duke Energy. Royalties of $1.00 per run-of-mine metric ton are based on the average land option agreement.
Mineral reserves include tonnage estimates for Li2O and LCE, whereby one metric ton of Li2O is equivalent to 2.473 metric tons of LCE.
The following table details proven and probable reserves reflecting only those reserves attributable to our ownership or economic interest as of December 31, 2024, and have been prepared in accordance with S-K 1300.
Carolina Lithium – Estimate of Mineral Reserves Effective as of December 31, 2021 (undiluted)
Mineral Reserves Category
Ore
(MT)(1)
Grade
(Li2O%)
Li2O
(metric tons)(2)
LCE
(metric tons)
Cut-Off Grade
(% Li2O)
Metallurgical
Recovery (%)(3)
Proven - - - - 0.4 77
Probable 18.26 1.10 200,000 495,000 0.4 77
__________________________
(1)    Reserves are expressed as tonnages effectively delivered to a run-of-mine pad, prior to the application of losses and recovery factors (i.e., metallurgical recovery as expressed above) incurred during concentration and conversion. Pricing to support mineral reserve economics is based upon the sale of lithium hydroxide, after the processing of run-of-mine reserves in our planned spodumene concentrator and lithium hydroxide conversion facilities. Mineral reserves estimated exclusive of the mineral resources.
(2)    Based on long-term pricing of $1,893 per metric ton of spodumene concentrate.
(3)    Metallurgical recovery of 77% for lithium ore is associated with the production of a 6% spodumene concentrate.
Mineral Resources
As of December 31, 2024, we have reported 25.89 million metric tons of mineral resources, exclusive of mineral reserves, at a grade of 1.06% Li2O.
The resource figures presented herein do not include that part of our resources that have been converted to proven and probable reserves as shown above, as they are reported exclusive of reserves, and have been estimated based on information available at the time of calculation. Key assumptions and parameters relating to the mineral reserves and resources are discussed in Sections 1.9 and 1.10 of the Carolina Lithium project amended technical report summary attached as Exhibit 96.1.
Resource models are constrained by a conceptual pit shell derived from a Whittle optimization using estimated block value and mining parameters appropriate for determining reasonable prospects of economic extraction. These parameters include maximum pit slope of 51° and strip ratio of 12, mining cost of US$2.50 per ton, spodumene concentration cost of US$25 per ton, a commodity value of US$1,893 per ton of SC6 and with appropriate recovery and dilution factors.
48

The following table details indicated and inferred resources which have been prepared in accordance with S-K 1300 and are solely attributable to our ownership or economic interest as of December 31, 2024.
Carolina Lithium – Summary of Mineral Resources Estimate Effective as of October 20, 2021 Exclusive of Mineral Reserves
Li2O%
Quartz Feldspar Mica
Cut-Off Grade (% Li2O)(1)
0.4 0.4 0.4 0.4
Metallurgical Recovery (%)
77(2)
0.1 0.1 0.0
Category Deposit
MT(3)
Grade (%)
MT(3)
Grade
(%)
MT(3)
Grade
(Li2O%)
MT(3)
Grade
(%)
MT(3)
Indicated All properties 9.96 1.14 0.112 29.42 2.93 45.96 4.58 3.96 0.39
Inferred All properties 15.93 1.02 0.162 29.22 4.66 45.67 7.28 4.03 0.64
__________________________
(1)     Based on long-term pricing of $1,893 per ton of SC6, $101 per ton of quartz, $54 per ton of feldspar, and $80 per ton of mica. Byproduct mineral resources are estimated only from the spodumene bearing pegmatites which comprise the mineral resource estimate. The Carolina Lithium project does not have byproduct mineral reserves.
(2)    The overall metallurgical recovery from spodumene concentration.
(3)    Mineral resources estimated exclusive of the mineral reserve.
Comparison of Resources and Reserves as of December 31, 2024 and 2023
No mineral resource estimates and no mining operations at Carolina Lithium were conducted during the current reporting period. As a result, we are not providing an analysis of changes in mineral resources and mineral reserves for those periods.
Material Individual Property - NAL
Overview
NAL is comprised of 19 contiguous claims covering 1,438 acres and one mining lease covering approximately 1,729 acres. NAL is situated in La Corne township in Quebec’s Abitibi region. The project is located approximately 20 miles from Authier near Val-d’Or, a major mining city in Quebec.
NAL is a brownfield open pit mining operation with a concentrator and a carbonate plant and was acquired by Sayona Quebec in August 2021. Prior to acquisition by Sayona Quebec, more than CAD 400 million was invested in NAL. NAL receives most of its power from hydroelectricity and is well serviced by provincial highways and an all-weather secondary road. Production restarted in March of 2023 and the inaugural shipment of spodumene concentrate occurred in August 2023.
The 2023 and 2024 drill campaigns at NAL identified new, high-grade mineralized zones along the northwest margin of the NAL deposit, beyond the current NAL pit operations and the planned pit shell model. Additionally, mineralization from inside the pit shell model shows continuity and consistency in grade and thickness, providing the potential for mineral resource conversion within the pit shell model as well as definition below the existing pit. As of December 31, 2024, a total of 201 diamond drill holes measuring a total depth of approximately 34 miles were completed at NAL.
Mineral Reserves
As of December 31, 2024, we have reported 0.05 million metric tons of proven mineral reserves at a grade of 1.40% Li2O and 4.90 million metric tons of probable mineral reserves at a grade of 1.08% Li2O.
A technical report summary with respect to our estimated mineral reserves at NAL is filed as Exhibit 96.3 to this Annual Report on Form 10-K. We publish reserves annually and will recalculate reserves if any new significant changes are expected, taking into account metal prices, changes, if any, to future production and capital costs, divestments, and depletion as well as any acquisitions and additions during the period.
Proven and probable mineral reserves have been estimated and based on the consideration of pertinent modifying factors, inclusive of geological, environmental, regulatory and legal factors, in converting a portion of the mineral resources to mineral reserves. A diluted cutoff grade of 0.60% Li2O based inclusive of 16% life-of-mine dilution was used to establish the run-of-mine feed. An open pit mining method was selected due to the depth of the ore body.
49

While underground mining alternatives have been evaluated in prior studies no measured or indicated mineral resources exist at a depth where underground mining is considered the most viable alternative, therefore the mineral reserves have been estimated on the basis of open pit mining only. Mine design parameters include a weathered zone berm width of 30 feet with a bench face angle of 26.6 degrees. Mine design parameters in fresh rock include a maximum 66-foot bench height, bench widths of 33 to 53 feet, inter ramp angles between 45.7 and 52.6 degrees and a bench face angle of 60 to 80 degrees. The overall single lane ramp width is 67 feet with the dual lane ramp measuring 92 feet with a maximum ramp grade of 10% for permanent roads and 12% for temporary roads. Mining ore losses have been estimated at 3%, and mine dilution of approximately 16%.
Mineral reserves include tonnage estimates for Li2O, and LCE, whereby one metric ton of Li2O is equivalent to 2.473 metric tons of LCE.
The following table details proven and probable reserves reflecting only those reserves attributable to our ownership or economic interest as of December 31, 2024, and have been prepared in accordance with S-K 1300.
North American Lithium Estimate of Mineral Reserves at Effective Date of June 30, 2024 based on a Spodumene Concentrate Price of $1,352 per metric ton and Attributable to Piedmont’s Economic Interest
Mineral Reserves Category
Ore
(MT)(3)
Grade
(Li2O%)
Li2O
(metric tons)
LCE
(metric tons)
Cut-Off Grade (% Li2O)(1)
Metallurgical
Recovery (%)(2)
Proven 0.05 1.40 700 1,731 0.60 73.6
Probable 4.90 1.08 52,920 130,871 0.60 73.6
__________________________
(1)    Reserves are expressed as tonnages effectively delivered to a run-of-mine pad, prior to the application of losses and recovery factors (i.e., metallurgical recovery as expressed above) incurred during concentration. A dilution factor of 16% is included in the ore tons delivered to the run-of-mine pad.
(2)    Pricing to support mineral reserve economics is based upon the sale of spodumene concentrate at an average grade of 5.40% Li2O until 2027 after which the concentration grade is increased to 5.82%. Mineral reserves estimated exclusive of the mineral resources.
(3)    The overall metallurgical recovery from spodumene concentrate.
Mineral Resources
As of December 31, 2024, we have reported 10.08 million metric tons of mineral resources at NAL, exclusive of mineral reserves, at a grade of 1.21% Li2O.
The resource figures presented herein do not include that part of our resources that have been converted to proven and probable reserves as shown above, as they are reported exclusive of reserves, and have been estimated based on information available at the time of calculation. Key assumptions and parameters relating to the mineral reserves and resources are discussed in Sections 1.7 and 1.8 of the North American Lithium project technical report summary filed as Exhibit 96.3 in this Form 10-K.
Resource models are constrained by a conceptual pit shell derived from a Whittle optimization using estimated block value and mining parameters appropriate for determining reasonable prospects of economic extraction. These parameters include: a constraining pit shell slope between 46 to 53 degrees, a concentrate selling price of $1,273 per metric ton for 5.4% Li2O product, mining costs of $5.12 per ton mined, recovery of 73.6%, spodumene concentration cost of $23.44 per ton, general and administrative expense of $6.00 per ton processed, transportation costs of $118.39 per ton concentrate, tailings management costs of $2.86 per ton processed, and water treatment expenses of $0.18 per ton processed with appropriate recovery and dilution factors.
50

The following table details indicated and inferred resources which have been prepared in accordance with S-K 1300 and are solely attributable to our ownership or economic interest as of December 31, 2024.
North American Lithium Estimate of Mineral Resources at Effective Date of June 30, 2024 based on a Spodumene Concentrate Price of $1,273 per metric ton and Attributable to Piedmont’s Economic Interest
Mineral Resources Category Ore
(MT)
Grade
(Li2O%)
Li2O
(metric tons)
LCE
(metric tons)
Cut-Off Grade (% Li2O)
Metallurgical Recovery (%)
Measured 0.18 1.00 1,750 4,328 0.60 73.6
Indicated 1.63 1.15 18,688 46,214 0.60 73.6
Measured + Indicated 1.83 1.14 20,805 51,451 0.60 73.6
Inferred 8.25 1.23 101,475 250,948
0.60
73.6
Comparison of Resources and Reserves as of December 31, 2024 and 2023.
The following chart displays a comparison of the mineral resources and reserves at NAL for the years ending 2024 and 2023:
Mineral Reserves Category Ore
(MT)
Grade
(Li2O%)
Li2O
(metric tons)
LCE
(metric tons)
2024 2023 % Change 2024 2023 % Change 2024 2023 % Change 2024 2023 % Change
Proven 0.05 0.10 (51.0)% 1.40% 1.40% —% 700 1,428 (51.0)% 1,731 3,531 (51.0)%
Probable 4.90 6.87 (28.7)% 1.08% 1.08% —% 52,920 74,490 (29.0)% 130,871 184,213 (29.0)%
Mineral Resources Category Ore
(MT)
Grade
(Li2O%)
Li2O
(metric tons)
LCE
(metric tons)
2024 2023 % Change 2024 2023 % Change 2024 2023 % Change 2024 2023 % Change
Measured 0.18 0.24 (26.5)% 1.00% 1.00% —% 1,750 2,434 (26.5)% 4,328 6,020 (26.5)%
Indicated 1.63 2.22 (26.5)% 1.15% 1.15% —% 18,688 25,695 (26.5)% 46,214 63,545 (26.5)%
Measured + Indicated 1.83 2.47 (26.5)% 1.14% 1.14% —% 20,805 28,129 (26.5)% 51,451 69,564 (26.5)%
Inferred 8.25 11.22 (26.5)% 1.23% 1.23% —% 101,475 138,006 (26.5)% 250,948 341,289 (26.5)%
Piedmont’s reserves at NAL experienced year over year changes due to the current year production which resulted in a depletion of proven and probable reserves. Additionally, in February 2024, Piedmont sold approximately 1,249,806,231 shares of Sayona Mining, which represented approximately 12% of Sayona Mining at the time of sale. With that sale, Piedmont no longer holds shares of Sayona Mining, and its ownership interest in NAL is derived solely from its ownership in Sayona Quebec, which remains at 25%. There were no year over year changes to reported resources at NAL. Piedmont’s proportional share of resources decreased 26.5% due to our ownership change noted above.
Internal Controls
We have internal controls for reviewing and documenting the information supporting the mineral reserve and mineral resource estimates, describing the methods used, and ensuring the validity of the estimates. These internal control processes were not materially impacted by the adoption of S-K 1300. Information that is utilized to compile mineral reserves and mineral resources is prepared and certified by appropriate QPs and is subject to our internal review process, which includes review by a QP. The QP and management agree on the reasonableness of the criteria for the purposes of estimating resources and reserves. Calculations using these criteria are reviewed and validated by the QP. We recognize the risks inherent in mineral resource and reserve estimates, such as the geological complexity, interpretation and extrapolation of data, changes in operating approach, macroeconomic conditions and new data, among others. Overestimated resources and reserves resulting from these risks could have a material effect on future profitability.
51

Item 3.    LEGAL PROCEEDINGS.
Information regarding legal proceedings is contained in Note 19—Commitments and Contingencies of our consolidated financial statements contained in this report and is incorporated herein by reference.
Item 4.    MINE SAFETY DISCLOSURES.
Not applicable because we do not currently operate any mines subject to the U.S. Federal Mine Safety and Health Act of 1977.
52

PART II
Item 5.    MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information
Our common stock is traded on the Nasdaq under the symbol “PLL,” and our CDIs are listed on the ASX also under the symbol “PLL.”
Based on information known to us, as of February 18, 2025, we had outstanding 21,943,521 shares of our common stock. Of such shares, 6,218,578 were held in Australia in the form of CDIs.
Holders of Record
As of February 18, 2025, there were 133 registered holders of record of our U.S. common stock. The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners having shares that are held in street name by brokers and other nominees. This number of holders of record does not include stockholders whose shares may be held in trust by other entities.
Equity Compensation Plans
See Part III, Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters” for the information required in this Item 5 regarding equity compensation plans.
We issued 62,638 shares of common stock on November 20, 2023 and 52,701 shares of common stock on February 23, 2024, as earn-in payments under our earn-in agreement with Vinland Lithium. The shares were issued pursuant to the exemption provided by Section 4(a)(2) of the Securities Act.
Dividends
We have not declared any dividends during the years ended December 31, 2024 or 2023 and we do not anticipate that we will do so in the foreseeable future. We currently intend to retain future earnings, if any, to finance the development of our business. Dividends, if any, on outstanding shares of our common stock will be declared by and subject to the discretion of the Board on the basis of our earnings, financial requirements, and other relevant factors.
Equity Repurchases
We did not repurchase any of our equity securities during the three months ended December 31, 2024.
Item 6.    [Reserved].
Not applicable.
53

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report particularly those in the sections entitled “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” and “Cautionary Note Regarding Disclosure of Mineral Properties.”
This management’s discussion and analysis is a supplement to our consolidated financial statements, including notes, referenced elsewhere in this Annual Report and is provided to enhance your understanding of our operations and financial condition. This discussion contains estimates and, due to rounding, may not sum or calculate precisely to the totals and percentages provided in the tables.
Cautionary Note to Investors
In the U.S., we are governed by the Exchange Act, including Regulation S-K 1300 thereunder. Sayona Mining and Atlantic Lithium, however, are not governed by the Exchange Act and from time-to-time report estimates of “measured,” “indicated,” and “inferred” mineral resources as such terms are used in the JORC Code. In March 2022, our partner, Sayona Mining, published a JORC Code mineral resource estimate update for Authier, and most recently published a JORC Code mineral resource estimate update for NAL in August 2024. Although S-K 1300 and the JORC Code have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, they at times embody different approaches or definitions. The technical report summaries for Authier and NAL, attached as Exhibits 96.2 and 96.3, respectively, to this Annual Report are compliant with S-K 1300. Consequently, investors are cautioned that public disclosures of measures prepared in accordance with the JORC Code may not be comparable to similar information made public by companies subject to S-K 1300 and the other reporting and disclosure requirements under the U.S. federal securities laws and the rules and regulations thereunder.
Executive Overview & Strategy
We are a U.S.-based, development-stage company advancing a multi-asset, integrated lithium business in support of a clean energy economy and U.S. and global energy security. We plan to supply lithium hydroxide to the electric vehicle and battery manufacturing supply chains in North America by processing spodumene concentrate produced from assets we own or in which we have an economic interest.
Since 2021, electric vehicle and battery companies have announced significant commitments to build new or expanded manufacturing operations across the U.S., which are expected to drive domestic demand for lithium far beyond current or projected capacity over the next decade. Piedmont Lithium, as a U.S.-based company, is well positioned to benefit from federal policies and funding established to facilitate the expedited development of a robust domestic supply chain and clean energy economy, while strengthening national and global energy security. Manufacturing facilities for electric vehicles, batteries, and related components are typically constructed in two to three years; however, the development of lithium resources from exploration to production requires a much longer time frame. We believe this prolonged time frame for resource development poses the greatest challenge to the emerging electrification industry and highlights the critical role of lithium producers.
To support growing U.S. lithium demand, we have spent the past eight years developing a portfolio of three key projects: wholly-owned Carolina Lithium in North Carolina, and strategic investments in Quebec, Canada, with Sayona Quebec’s NAL, and in Ghana, with Atlantic Lithium’s Ewoyaa project. NAL began supplying spodumene concentrate to the market in the third quarter of 2023 and reached a steady run rate in the second quarter of 2024. Carolina Lithium is being developed as a fully integrated spodumene ore-to-lithium hydroxide project. During the third quarter of 2024, we made the decision to shift Tennessee Lithium’s planned annual production capacity of 30,000 metric tons of lithium hydroxide to Carolina Lithium via a second production train in a phased development approach, which would allow Carolina Lithium to produce up to 60,000 metric tons of lithium hydroxide annually. Consolidating our U.S. lithium hydroxide production strategy positions Piedmont to leverage our foundational Carolina Lithium project and deploy capital and technical resources more efficiently.
Our current plan to produce an estimated 60,000 metric tons per year of domestic lithium hydroxide would be significantly accretive to today’s total estimated U.S. annual production capacity of approximately 20,000 metric tons per year. Our lithium hydroxide capacity and revenue generation are expected to be supported by production of, or offtake rights to, approximately 525,000 metric tons of spodumene concentrate annually.
54

Our projects and strategic investments are being developed on a measured timeline based on prevailing market conditions to manage near-term cash while optimizing future cash flow and long-term value maximization. The development timelines are also subject to permitting, regulatory approvals, funding, and successful project execution.
As we continue to advance our goal of becoming one of the leading manufacturers of lithium products in North America, we expect to capitalize on our competitive strengths, including our life-of-mine offtake agreement with Sayona Quebec, scale and diversification of lithium resources, advantageous locations of projects and assets, access to a variety of funding options, opportunities to leverage our greenfield projects, and a highly experienced management team. Advancements toward this effort are highlighted below.
Highlights of Corporate and Project Advancements
Piedmont Lithium
We continue to engage in activities to strengthen our financial position and business strategy, including decisions to drive prudent capital deployment and cost savings that preserve assets within our portfolio of projects and strategic investments.
Recent highlights include:
•In 2024, Piedmont sold approximately 116,700 dmt of spodumene concentrate and recognized $99.9 million in revenue with a realized sales price of $856 per dmt and a realized costs of sales of $763 per dmt.
•In September 2024, we entered into a working capital facility, whereby we may borrow up to $25.0 million based on the value of committed volumes of spodumene concentrate occurring within a twelve-month period. Prepayments, or borrowings, are credited against the outstanding prepayment balance at the time the vessel has completed loading. Interest is payable quarterly at the rate of SOFR plus 2.4%. The Credit Facility expires on September 11, 2027 with an option to extend to December 31, 2028. See Note 14—Debt Obligations to the audited consolidated financial statements included in this Annual Report.
•In the fourth quarter of 2024, we completed our 2024 Cost Savings Plan with $14 million in annual cost savings achieved during the year. To achieve these savings, we reduced our workforce by 62% and lowered third-party spending consisting primarily of professional fees and other operating costs. We recorded $5.8 million in severance and restructuring related costs in 2024. We also achieved significant reductions in capital expenditures and investments in and advances to affiliates in 2024 as part of our cost savings efforts. We are carrying our cost and investment discipline into 2025 as we weather the current lithium market downcycle.
•During the third quarter of 2024, we streamlined our U.S. lithium hydroxide production plans in favor of deploying capital and technical resources more efficiently by shifting our proposed Tennessee Lithium conversion capacity to Carolina Lithium. We plan to leverage Carolina Lithium by adding a second lithium hydroxide production train as part of a phased development approach to produce 60,000 metric tons of lithium hydroxide annually.
Lithium Projects
Quebec
As of December 31, 2024, we owned an equity interest of 25% in Sayona Quebec. Sayona Mining owned the remaining 75% equity interest in Sayona Quebec. Sayona Quebec owns a portfolio of projects, which includes NAL, Authier, Tansim, and Vallée. We hold a life-of-mine offtake agreement with Sayona Quebec for the greater of 113,000 dmt or 50% of spodumene concentrate production per year. Our purchases of spodumene concentrate are subject to a price floor of $500 per dmt and a price ceiling of $900 per dmt for 6.0% Li2O spodumene concentrate.
Recent highlights include:
•During 2024, NAL achieved record production of 193,162 dmt of spodumene concentrate, shipped approximately 84,100 dmt to third parties, and sold approximately 116,700 dmt to Piedmont.
•Production at NAL increased 96% in 2024 as compared to 2023. With the commissioning of the crushed ore dome in the second quarter of 2024, mill utilization increased to 90% in the fourth quarter of 2024, which is an increase of 20% from the fourth quarter of 2023.
•During the third quarter of 2024, Sayona Mining announced an increase to the mineral resources estimate at NAL, which included a significant increase to the mineral resources in the measured & indicated categories in accordance with JORC Code requirements.
55

Ghana
As of December 31, 2024, we owned an equity interest of approximately 5% in Atlantic Lithium. We have a right to acquire a 50% equity interest in Atlantic Lithium Ghana, which includes Atlantic Lithium’s flagship Ewoyaa project, located approximately 70 miles from the Port of Takoradi in Ghana, West Africa. We hold an offtake agreement with Atlantic Lithium for 50% of annual production of spodumene concentrate at market prices on a life-of-mine basis from Ewoyaa.
Recent highlights include:
•In July 2024, the application to grant the Ewoyaa mining lease was submitted to the Ghanaian parliament to undergo the ratification process. The mining lease remains subject to parliamentary ratification as of the date of this Annual Report.
•In September 2024, Ghana’s Environmental Protections Agency granted an environmental permit to the Ewoyaa project.
•In October 2024, the Ghanaian Minerals Commission issued a Mine Operating Permit for the Ewoyaa project. The receipt of the permit marked an important milestone in achieving the regulatory approvals required to commence project construction. The project, however, remains subject to ratification of the mining lease by the Ghanaian Parliament, ongoing design work, additional regulatory approvals, prevailing market conditions, and project financing.
Carolina Lithium
Carolina Lithium is located in the historic Carolina Tin-Spodumene Belt and is being designed as a fully integrated project with mining, spodumene concentrate production, and lithium hydroxide manufacturing on a single site in Gaston County, North Carolina. At full production, Carolina Lithium is expected to produce 60,000 metric tons of lithium hydroxide annually.
Based on our current technical studies, we expect Carolina Lithium to be a low-cost producer of spodumene concentrate and lithium hydroxide and a key contributor to U.S. energy security. The project should benefit from high-quality infrastructure, minimal transportation distances, low energy costs, a deep local talent pool, and proximity to cathode and battery customers as well as by-product markets. The competitive corporate tax regime offered in the U.S., the absence of material royalties, and the benefits inherent in the IRA are also expected provide advantages to the project.
Management is actively engaging in discussions with potential strategic partners who have expressed interest in project-level funding for Carolina Lithium. Our goal through the partnership process is to advance the project through ongoing permitting and rezoning activities. We are considering the timing of the local rezoning process, which is dependent upon our funding strategy, potential partnerships, project development plans, and market dynamics. Engagement continues with community stakeholders, including the Gaston County Board of Commissioners in North Carolina. The Carolina Lithium funding strategy also includes potential government financing options.
In May 2024, we received the finalized mining permit for the construction, operation, and reclamation of Carolina Lithium following the posting of a $1 million reclamation bond to the state of North Carolina. The NCDEQ approved the permit application on April 12, 2024.
In October 2024, the U.S. Department of the Treasury issued final rules for the IRA’s manufacturing credit (45X) with modifications intended to drive critical mineral processing in the U.S. The new rules support the application of a 10% manufacturing credit to direct and indirect material costs, which could materially improve the economics of U.S. projects like Carolina Lithium.
Tennessee Lithium
Tennessee Lithium was planned as a merchant lithium hydroxide manufacturing plant to produce 30,000 metric tons per year of lithium hydroxide. As part of our streamlined U.S. production strategy, we converted our proposed Tennessee Lithium project plans to a second lithium hydroxide train as part of a phased development approach for Carolina Lithium. The combined conversion facilities should allow us to significantly increase U.S. lithium hydroxide production capacity while deploying capital and technical resources more efficiently.
Killick Lithium
As of December 31, 2024, we owned an equity interest of approximately 20% in Vinland Lithium, which is a Canadian-based entity jointly owned with Sokoman Minerals and Benton Resources. Vinland Lithium owns Killick Lithium, which owns a large exploration property prospective for lithium located in southern Newfoundland, Canada.
56

As of December 31, 2024, we have invested $2.6 million in Killick Lithium.
As part of our earn-in agreement with Vinland Lithium, we have the right to acquire up to a 62.5% equity interest in Killick Lithium through staged investments, which may be paid in cash or shares of our common stock. As part of our investment in Vinland Lithium, we entered into a marketing agreement with Killick Lithium for 100% marketing rights and the right of first refusal to purchase 100% of all lithium products produced by Killick Lithium on a life-of-mine basis at competitive market prices.
Market Outlook
The demand for electric vehicles continues to grow as many jurisdictions around the world have legislated the shifting of new car fleets away from internal combustion engines and toward electric vehicles. These electric vehicles will use batteries, nearly all of which are expected to be lithium-based batteries. Our strategy is to develop resources and processing capabilities that support the opportunity to meet the demands of our customers across the electric vehicle supply chain. Car manufacturers have committed significant capital investments totaling more than $1 trillion across the electric vehicle supply chain to electrify their fleets. Many of the major car manufacturers have plans to build facilities in the U.S. to produce both lithium-ion batteries and electric vehicles that will require a supply of lithium products.
Lithium products are expected to be in a supply deficit in the coming years due to the projected adaption to electric vehicles as presented in the graph below:
Market Outlook Dec 2024.gif
__________________________
Source: Benchmark Mineral Intelligence Q4 Forecast - December 2024.
The outlook for global sales of new electric vehicles (units in millions) and the global penetration rate of new electric vehicles sold compared to total new vehicles sold are presented in the table below:
2025 2026 2027 2028 2029 2030 2031 2032 2033 2034
Sales of new electric vehicles 20.0 23.8 28.6 33.6 37.1 41.5 45.3 49.0 53.1 57.0
Penetration rate 23% 27% 32% 37% 40% 44% 48% 51% 55% 58%
__________________________
Note: Periods in the tables above are calendar year periods.
Source: Benchmark Mineral Intelligence Q4 Forecast - December 2024.

57

Components of our Results of Operations
Revenue
We recognize revenue from product sales at a point in time when performance obligations are satisfied under the terms of contracts with our customers. A performance obligation is deemed to be satisfied when control of the product is transferred to our customer, which is typically upon delivery to the shipping carrier. Where a contract contains more than one distinct performance obligation, the transaction price is allocated to each performance obligation based on the standalone selling price of each performance obligation, although these situations do not occur frequently and are generally not built into our contracts. Revenue is measured as the amount of consideration expected to be received in exchange for transferring the products to our customers. Some contracts contain prepayment provisions which allow the customer to secure the right to receive their requested product volumes in a future period. Revenue from these contracts is initially deferred, thus creating a contract liability. Initial pricing is typically billed 5 days to 30 days after the departure of the shipment and is paid between 15 days to 75 days after the departure of the shipment. Final adjustments to prices may take longer to resolve. When the final price has not been resolved by the end of a reporting period, we estimate the expected sales price based on the initial price, market pricing, and known quality measurements. We warrant to our customers that our products conform to mutually agreed product specifications.
Exploration Costs
We incur costs in resource exploration, evaluation, and development during the different phases of our resource development projects. Exploration costs incurred before the declaration of proven and probable mineral reserves, which primarily include exploration, drilling, engineering, metallurgical testwork, site-specific reclamation, and compensation for employees associated with exploration activities, are expensed as incurred. After proven and probable mineral reserves are declared, exploration and mine development costs necessary to bring the property to commercial capacity or increase the capacity or useful life are capitalized.
Selling, General and Administrative Expenses
Selling, general and administrative expenses relate to overhead costs, such as employee compensation and benefits for corporate management and office staff including accounting, legal, human resources, and other support personnel, professional service fees, insurance, and costs associated with maintaining our corporate headquarters. Included in employee compensation costs are cash and stock-based compensation expenses.
Restructuring and Impairment Charges
Restructuring, impairment, and other exit costs represent expenses incurred in connection with certain cost reduction programs that we have implemented, and consists of the costs of asset impairments, employee termination costs, lease and other contract termination charges and other costs of exiting activities. A liability for costs associated with an exit or disposal activity is measured at its fair value when the liability is incurred. Expenses for one-time termination benefits are recognized at the date the employee is notified, unless the employee must provide future service, in which case the benefits are expensed ratably over the future service period. Liabilities related to termination of an operating lease or contract are measured and recognized at fair value when the contract does not have any future economic benefit to the entity and the fair value of the liability is determined based on the present value of the remaining lease obligations, adjusted for the effects of deferred items recognized under the lease, and reduced by estimated sublease rentals that could be reasonably obtained for the property. The assumptions in determining such estimates include anticipated timing of sublease rentals and estimates of sublease rental receipts and related costs based on market conditions. All other costs related to an exit or disposal activity are expensed as incurred. Refer to Note 6—Restructuring and Impairment for further information.
Loss From Equity Method Investments
Loss from equity method investments reflects our proportionate share of the net income (loss) resulting from our current and legacy investments in Sayona Mining, Sayona Quebec, Vinland Lithium, and Atlantic Lithium. Investments recorded under the equity method are adjusted each period, on a one-quarter lag, for our share of each investee’s income (loss). If a decline in the value of an equity method investment is determined to be other than temporary, we record any related impairment as a component of our share of earnings or losses of the equity method investee in the current period. Our equity method investments are an integral and integrated part of our ongoing operations. We have determined this justifies a more meaningful and transparent presentation of our proportional share of income (loss) in our equity method investments as a component of our income (loss) from operations.
58

Other Income (Loss)
Other income (loss) consists of interest income, interest expense, foreign currency exchange gain (loss), gain (loss) on equity securities, gain (loss) on sale of assets, and gain (loss) on sale of equity method investments. Interest income consists of interest earned on our cash and cash equivalents. Interest expense consists of interest incurred on long-term debt related to noncash acquisitions of mining interests financed by sellers for Carolina Lithium as well as interest incurred for lease liabilities. Foreign currency exchange gain (loss) primarily relates to our foreign bank accounts denominated in Canadian dollars and Australian dollars and marketable securities denominated in Australian dollars. Gain (loss) on equity securities relates to realized and unrealized gains (losses) of our investments in marketable and equity securities. Gain (loss) on sale of assets primarily relates to our sale or disposal of property, plant and mine development assets. Gain (loss) on sale of equity method investments relates to our reduction in ownership in Sayona Mining and Atlantic Lithium due to: (i) gain (loss) on dilution due to their issuance of additional shares through public offerings and employee stock compensation grants while they were accounted for under the equity method, and; (ii) gain (loss) on the sale of shares of our equity method investments.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
Years Ended December 31,
(in thousands) 2024 2023 $ Change % Change
Revenue $ 99,877  $ 39,817  $ 60,060  150.8  %
Costs of sales 89,082  34,138  54,944  160.9  %
Gross profit 10,795  5,679  5,116  90.1  %
Gross profit margin 10.8  % 14.3  %
Exploration costs 97  1,929  (1,832) (95.0) %
Selling, general and administrative expenses 38,703  43,319  (4,616) (10.7) %
Total operating expenses 38,800  45,248  (6,448) (14.3) %
(Loss) income from equity method investments (17,820) 194  (18,014) *
Restructuring and impairment charges (9,851) —  (9,851) *
Loss from operations (55,676) (39,375) (16,301) 41.4  %
Other (expense) income (12,217) 20,704  (32,921) (159.0) %
Loss before taxes (67,893) (18,671) (49,222) 263.6  %
Income tax (benefit) expense (3,132) 3,106  (6,238) (200.8) %
Net loss $ (64,761) $ (21,777) $ (42,984) 197.4  %
__________________________
* Not meaningful.
Revenue
Revenue increased $60.1 million, or 150.8%, to $99.9 million in the year ended December 31, 2024 as compared to $39.8 million in the year ended December 31, 2023. Sales volume of spodumene concentrate increased approximately 73,400 dmt, or 169.5%, to approximately 116,700 dmt in the year ended December 31, 2024 as compared to approximately 43,300 dmt in the year ended December 31, 2023. The increase in revenue was due to the increase in sales volume as sales of spodumene concentrate commenced in September 2023. All revenue was generated from sales of spodumene concentrate, which was produced at NAL and purchased as part of our purchase offtake agreement with Sayona Quebec.
Our realized prices were $856 per dmt of spodumene concentrate (approximately 5.4% Li2O grade) and $920 per dmt of spodumene concentrate (approximately 5.5% Li2O grade) for the years ended December 31, 2024 and 2023, respectively. The decline in lithium prices resulted in realized prices declining $64 per dmt, or 6.9%, in the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Realized price is the average estimated price, net of certain distribution and other fees, and includes referenced pricing data up to December 31, 2024 and 2023 for the years ended December 31, 2024 and 2023, respectively, and may be subject to final adjustment. For certain contracts, the final adjusted price may be higher or lower than the average estimated realized price based on future market price movements. For contracts where final pricing has yet to be determined, we estimate the final sales price based on expected market conditions and known quality measurements for purposes of revenue recognition and disclosure of realized prices. Any adjustments to the sales price will be reflected in subsequent periods.
59

Gross Profit and Gross Profit Margin
Gross profit increased $5.1 million, or 90.1%, to $10.8 million in the year ended December 31, 2024 as compared to $5.7 million in the year ended December 31, 2023. Gross profit margin declined to 10.8% in the year ended December 31, 2024 compared to 14.3% in the year ended December 31, 2023. The increase in gross profit was due to a full year of sales volume in the year ended December 31, 2024 as compared to four months of sales volume in the year ended December 31, 2023. The decrease in gross profit margin was due to the decline in lithium prices as part of the continued lithium market downturn as well as our preferential offtake agreement which includes a price ceiling of $900 per dmt for 6.0% Li2O spodumene concentrate. Our cost of sales was at the $900 ceiling price for the year ended December 31, 2023 and for the first half of the year ended December 31, 2024, which drove higher gross profit margins during these time periods.
Our realized costs of sales were $763 per dmt of spodumene concentrate and $789 per dmt of spodumene concentrate in the years ended December 31, 2024 and 2023, respectively. Realized costs of sales is the average costs of sales based on our offtake pricing agreement with Sayona Quebec for the purchase of spodumene concentrate at a market price subject to a floor of $500 per dmt and a ceiling of $900 per dmt, with adjustments for product grade, and freight.
Exploration Costs
Exploration costs decreased $1.8 million, or 95.0%, to $0.1 million in the year ended December 31, 2024 as compared to $1.9 million in the year ended December 31, 2023. The decrease in exploration costs was primarily driven by a decrease in exploration and engineering activities related to new project targets. As part of our 2024 Cost Savings Plan, we have substantially reduced, or in certain cases eliminated, exploration costs in response to the lithium market downturn.
Selling, General and Administrative Expenses
Selling, general and administrative expenses decreased $4.6 million, or 10.7%, to $38.7 million in the year ended December 31, 2024 as compared to $43.3 million in the year ended December 31, 2023. The decrease in selling, general and administrative expenses was primarily due to cost savings recognized as part of our 2024 Cost Savings Plan, which included lower professional and consulting fees and lower employee compensation costs and travel costs in connection with our workforce reduction during 2024. Partially offsetting the decrease in selling, general and administrative expenses was an increase associated with professional and consulting fees for our pending Merger with Sayona Mining totaling $6.9 million and $1.3 million in the years ended December 31, 2024 and 2023, respectively. Stock-based compensation expense included in selling, general and administrative expenses was $8.0 million and $9.4 million in the years ended December 31, 2024 and 2023, respectively.
(Loss) Income from Equity Method Investments
Loss from equity method investments increased $18.0 million to a loss of $17.8 million in the year ended December 31, 2024 as compared to income of $0.2 million in the year ended December 31, 2023. The loss of from equity method investments of $17.8 million in the year ended December 31, 2024 reflects our proportionate share of loss resulting from our equity investments in Sayona Mining, Sayona Quebec, Atlantic Lithium, and Vinland Lithium. The income from equity method investments of $0.2 million in the year ended December 31, 2023 reflects our proportionate share of income from Sayona Quebec, partially offset by our proportionate share of net loss from Sayona Mining, and Atlantic Lithium as well as an impairment charge of $2.2 million related to our investment in Sayona Mining. Our interest in Vinland Lithium was acquired in October 2023. See Note 11—Equity Method Investments for further information on our equity method investments.
Restructuring and Impairment Charges
We initiated our 2024 Cost Savings Plan in the first quarter of 2024. As part of our 2024 Cost Savings Plan, we recognized restructuring and impairment charges of $9.9 million in the year ended December 31, 2024. Restructuring and impairment charges consisted of $4.1 million in impairment charges related to land, capitalized construction and development costs, and other fixed assets related to Tennessee Lithium, $2.5 million in severance and employee benefits costs, $0.9 million in exit costs related to the planned exit of our monofill disposal facility in Etowah, Tennessee, and the consolidation of our corporate office to a single location in Belmont, North Carolina, $2.2 million in stock-based compensation related to accelerated vesting of certain stock-based compensation awards in connection with our workforce reduction, and $0.1 million in other restructuring related expenses. There were no restructuring or impairment charges in the year ended December 31, 2023.
60

Other (Expense) Income
Other (expense) income increased $32.9 million, or 159.0%, to other expense of $12.2 million in the year ended December 31, 2024 as compared to other income of $20.7 million in the year ended December 31, 2023. The increase in other expense was driven by our loss on sale of equity method investments related to Sayona Mining of $17.2 million in the year ended December 31, 2024 as compared to a gain on dilution related to Sayona Mining of $17.0 million in the year ended December 31, 2023. Other expense for the year ended December 31, 2024 also included a loss on the sale of assets of $0.8 million. The current year loss was partially offset by a gain on sale of equity method investments related to Atlantic Lithium of $3.1 million, and an unrealized gain on mark-to-market securities of $0.8 million. Interest income decreased $0.8 million primarily due to lower cash balances and interest expense increased $1.0 million primarily due to higher debt balances.
Income Tax (Benefit) Expense
Income tax benefit was $3.1 million in the year ended December 31, 2024 as compared to income tax expense of $3.1 million in the year ended December 31, 2023. The increase in income tax benefit was mainly due to the tax benefit generated from the loss on equity investments related to the sale of our entire equity interest in Sayona Mining in the year ended December 31, 2024.
Liquidity and Capital Resources
Overview
As of December 31, 2024, our principal sources of liquidity were cash and cash equivalents of $87.8 million and a fully-utilized Credit Facility totaling $25.0 million. Cash and cash equivalents consisted of institutional insured liquid deposits and cash deposit accounts. The vast majority of our cash and cash equivalents were held in the U.S. and covered by FDIC insured limits. Our predominant source of cash to date has been generated through equity financing from issuances of our common stock. We have a universal shelf registration statement which allows us to issue up to $500 million of securities as of December 31, 2024, and expires on September 26, 2027. During the second quarter of 2024, we entered into an ATM Program with a registered agent for potential, future issuances of our common stock under our shelf registration statement. As of the date of this filing, we have not issued common stock under our ATM Program. There are many factors that could significantly impact our ability to raise funds through equity and debt financing as well as influence the timing of future cash flows.
Our primary uses of cash during the year ended December 31, 2024 consisted of: (i) settlement payments totaling $29.2 million in the first half of 2024 associated with spot shipment sales of spodumene concentrate in 2023 as a result of a decline in lithium prices; (ii) equity investments in Sayona Quebec mainly for capital expenditures at NAL related to the completion of a crushed ore dome and finalization of its operational restart totaling $15.0 million; (iii) advances to Atlantic Lithium primarily for exploration and evaluation activities, certain development activities, and permitting and approval activities related to our investment in Ewoyaa totaling $10.6 million; (iv) capital expenditures primarily related to engineering costs of $4.5 million for Tennessee Lithium; (v) development expenditures of $2.9 million and purchases of real property and associated mining interests of $3.2 million associated with Carolina Lithium; (vi) cash expenditures associated with our 2024 Cost Savings Plan of $2.6 million; and (vii) general and administrative costs related to our corporate expenses.
On September 11, 2024, we entered into a Credit Facility that enables us to borrow up to $25.0 million. The Credit Facility expires on September 11, 2027 but may be extended through December 31, 2028. Borrowings are based on future, committed volumes of spodumene concentrate. Interest is payable quarterly at the rate of SOFR plus 2.4%. In the event we experience a material change in creditworthiness, the lender has the right to modify the payment terms of the Credit Facility including acceleration of repayment up to the full amount of any outstanding borrowings.
During the first quarter of 2024, we initiated the 2024 Cost Savings Plan to reduce annual operating spend by $10.0 million mainly within our corporate expenses, defer capital spending to 2025 and beyond, and limit cash investments in and advances to affiliates. We achieved our $10 million annual run-rate target during the second quarter of 2024 through a 28% workforce reduction in the first quarter of 2024 and lowering of third-party spending consisting primarily of professional fees and other operating costs. Due to the prolonged lithium market downturn, we expanded our 2024 Cost Savings Plan and further reduced our workforce, including operational and corporate staff, by 32% in October 2024 and expect to achieve an additional $4 million in annual savings for a total of $14 million in annual costs savings. As part of our 2024 Cost Savings Plan, we reduced our total workforce by 62% and recorded $5.8 million in severance and restructuring related costs in the year ended December 31, 2024. We completed our 2024 Cost Savings Plan during the fourth quarter of 2024. See Note 6—Restructuring and Impairment to the audited consolidated financial statements included in this Annual Report for additional information regarding restructuring charges.
61

To bolster our cash position and further strengthen our balance sheet, we monetized certain non-core assets during the year ended December 31, 2024. During the first quarter of 2024, we sold our common stock holdings in Sayona Mining and a portion of our common stock holdings in Atlantic Lithium for net proceeds totaling $49.1 million. The sale of our equity interests had no impact on our joint ventures or offtake rights with either Sayona Quebec and its NAL operations or the Ewoyaa project with Atlantic Lithium.
Cash and cash equivalents increased $16.1 million, or 22.5%, to $87.8 million as of December 31, 2024 as compared to $71.7 million as of December 31, 2023.
Liquidity Outlook
Our planned cash expenditures for the next twelve months primarily relate to: (i) working capital requirements mainly associated with purchases of spodumene concentrate from NAL and our corporate costs, (ii) continued equity investments in Sayona Quebec for NAL; (iii) continued cash advances to Atlantic Lithium for Ewoyaa; and (iv) real property and associated mineral rights acquisition costs for Carolina Lithium; and (v) costs associated with our planned Merger with Sayona Mining.
In 2025, we plan to deliver customer shipments of spodumene concentrate totaling 113,000 dmt to 130,000 dmt and fund capital expenditures totaling $6.0 million to $9.0 million and investments in and advances to affiliates totaling $7.0 million to $13.0 million. These full-year funding ranges reflect a substantial decrease in capital expenditures and joint venture funding compared to the full-year 2024. Our outlook for planned capital expenditures and investments in and advances to affiliates is subject to market conditions.
As of December 31, 2024, we have entered into land option agreements in North Carolina totaling $13.7 million with current payment schedules as follows: $7.1 million in 2025, $6.4 million in 2026, $0.02 million in 2027, $0.02 million in 2028, and $0.2 million thereafter. These amounts do not include closing costs such as attorneys’ fees, taxes, and commissions. We are not obligated to exercise our land option agreements, and we are able to cancel our land acquisition contracts, at our option with de minimis cancellation costs, during the contract option period. Due to current market conditions, we expect to defer to 2026 and beyond the purchase of the majority of our land option agreements coming due in 2025. If we are unsuccessful in deferring certain land purchases, we may decide to cancel certain option agreements for land purchases. We are evaluating these option agreements, and the decision to exercise will be influenced by market conditions and other relevant factors that align with our Company’s long-term growth strategy. Certain land option agreements and land acquisition contracts become binding upon commencement of construction for Carolina Lithium. We terminated our agreements to acquire land in Tennessee during the third quarter of 2024.
Based on our operating plan, which includes our fully implemented 2024 Cost Savings Plan and ongoing access to and utilization of the Credit Facility discussed above, we believe our cash on hand will be sufficient to fund our operations and meet our obligations as they come due for the twelve months following the date our consolidated financial statements are issued. Additionally, we expect to finance our future cash requirements, including the funding of our lithium projects, through a combination of strategic partnerships, non-core asset sales, equity offerings, and debt financings. Our operating plan and expectation of future financings include estimates and assumptions that may prove to be wrong or may need to modified due many factors, including lithium pricing. As a result, we could deplete our capital resources sooner than we currently expect. No assurances can be given that any additional cost reduction strategies or anticipated funding would be sufficient to meet our needs.
We are evaluating a range of funding options to fund our share of project capital and maintaining a critical focus on funding options that would be non-dilutive to Piedmont Lithium’s shareholders. We plan to utilize two main funding strategies for the construction of Carolina Lithium including an ATVM loan (upon a successful application and receipt of loan from the DOE’s Loan Programs Office) and a strategic partnering process. Construction of Carolina Lithium is not planned to commence until project financing has been finalized. We have mandated a financial advisor as part of our funding strategy for our share of development capital for Ewoyaa. Our strategy includes the offering of a long-term offtake agreement in exchange for funding to support our capital contribution on a non-dilutive basis to our shareholders.
Our long-term success is dependent upon our ability to successfully raise additional capital or financing or enter into strategic partnership opportunities. Our long-term success is also dependent upon our ability to obtain certain permits and approvals, develop our planned portfolio of projects, earn revenues, and achieve profitability. If we are unable to obtain funding, we would be forced to delay, reduce, or eliminate some or all of our exploration and development activities and joint ventures, which could adversely affect our business prospects and ultimately our ability to operate.
Currently, there are no plans for future cash distributions from any of our equity method investments.
Historically, we have been successful raising cash through equity financing. If we were to issue additional shares of our common stock, it would result in dilution to our existing shareholders. No assurances can be given that any additional financings would be available in amounts sufficient to meet our needs or on terms that would be acceptable to us.
62

See Part I, Item 1A, “Risk Factors” in this Annual Report.
Cash Flows
The following table is a condensed schedule of cash flows provided as part of the discussion of liquidity and capital resources:
(in thousands) Years Ended December 31,
Net cash provided by (used in): 2024 2023
Operating activities $ (42,907) $ 1,570 
Investing activities 12,675  (99,323)
Financing activities 46,342  70,236 
Net increase (decrease) in cash and cash equivalents $ 16,110  $ (27,517)
Cash Flows from Operating Activities
Operating activities used $42.9 million and provided $1.6 million in the year ended December 31, 2024 and 2023, respectively, resulting in an increase in cash used by operating activities of $44.5 million. The increase was mainly due to an increase of $46.1 million in working capital outflows, primarily driven by $29.2 million in settlement payments in 2024 associated with spot shipment sales of spodumene concentrate in 2023 as a result of a decline in lithium prices. In addition, we had an decrease in net loss of $1.7 million, net of certain noncash items including gain (loss) on sale of equity method investments, impairment of fixed assets, loss from sale of assets, loss from equity method investments, stock compensation expense, gain on marketable securities, and deferred taxes.
Cash Flows from Investing Activities
Investing activities provided $12.7 million and used $99.3 million in the year ended December 31, 2024 and 2023, respectively, resulting in an increase in cash provided by investing activities of $112.0 million. The increase was due to (i) the receipt of $49.1 million in net proceeds from the sale of our entire equity interest in Sayona Mining and the partial sale of our equity interest in Atlantic Lithium, (ii) a decrease in capital expenditures of $46.0 million, and (iii) a decrease in contributions to equity investments of $18.3 million. Partially offsetting the decrease in cash used for investing activities was an increase in cash advances totaling $1.5 million to Atlantic Lithium and Vinland Lithium for project advances to Ewoyaa and Killick Lithium, respectively.
Cash Flows from Financing Activities
Financing activities provided $46.3 million and $70.2 million in the year ended December 31, 2024 and 2023, respectively, resulting in a decrease in cash provided by investing activities of $23.9 million. The decrease in cash from financing activities was driven by a $46.5 million decrease in net cash proceeds from issuances of our common stock in the year ended December 31, 2024 compared to the year ended December 31, 2023. In February 2023, we received net proceeds of $71.1 million from LG Chem in exchange for 1,096,535 shares of our common stock in conjunction with a multi-year spodumene concentrate offtake agreement. In November 2024, we received net proceeds of $24.6 million through a private placement of 2,380,953 shares of our common stock. In addition, payments to tax authorities for employee share-based compensation and payments on debt and financing arrangements increased $0.4 million and $2.0 million, respectively, compared to the prior year period. These decreases were partially offset by an net increase of $25.0 million in proceeds from the Credit Facility.
63

Contractual Obligations and Other Commitments
The following table summarizes our contractual obligations as of December 31, 2024 that we believe will affect cash over the next five years and thereafter:
(in thousands) Less than
1 Year
1-3 Years 3-5 Years Thereafter Total
Contractual obligations
Debt obligations $ 26,472  $ 2,870  $ 782  $ —  $ 30,124 
Lease liabilities 264  552  486  —  1,302 
$ 26,736  $ 3,422  $ 1,268  $ —  $ 31,426 
Although we have entered into certain offtake supply agreements, purchase obligations from our customers are defined as purchase agreements that are enforceable and legally binding and specify all significant terms, including quantity, price, and the approximate timing of the transaction. Our obligations to fulfill supply agreements do not meet these criteria and are therefore not reflected in the table above.
Off-Balance Sheet Arrangements
In 2023, we purchased a 132-acre disposal facility adjacent to the proposed Tennessee Lithium plant site for the placement of inert tailings produced as part of the innovative alkaline pressure leach process. The Tennessee Department of Environment and Conservation requires that closure and post-closure obligations of the disposal facility be covered by a surety bond. Surety bonds securing closure and post-closure obligations at December 31, 2024 and 2023 totaled $3.3 million and $3.2 million, respectively.
Critical Accounting Policies and Estimates
Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, as well as the reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
While our significant accounting policies are described in the notes to our consolidated financial statements included elsewhere in this Annual Report, we believe that the following critical accounting policies are most important to understanding and evaluating our reported financial results.
Revenue
For certain of our sales of spodumene concentrate, customer contracts allow for pricing based on a period of time subsequent to shipping, which in most cases is within the following four months. In such cases, revenue is recorded at a provisional price at the time of shipment. Provisionally priced sales are adjusted to reflect market prices at the end of each month until a final adjustment is made to the price of the shipments upon settlement with customers pursuant to the terms of the contract.
Stock-based Compensation
The Leadership and Compensation Committee generally grants stock-based awards in the first quarter of each year. The Leadership and Compensation Committee does not have any programs, plans, or practices of timing these awards in coordination with the release of material non-public information. We have not backdated, re-priced, or spring-loaded any of our stock-based awards.
Equity-settled, share-based payments may be provided to officers, employees, consultants and other advisors. These share-based payments are measured at the fair value of the equity instrument at the grant date. Fair value of share options is determined using the Black-Scholes option pricing model, taking into account the terms and conditions upon which the instruments were granted, and are disclosed in Note 4—Stock-Based Compensation to the audited consolidated financial statements appearing elsewhere in this Annual Report. Fair value of TSR PRAs is determined using a Monte Carlo simulation. The Monte Carlo simulation fair value model requires the use of highly subjective and complex assumptions, including the price volatility of the underlying stock.
64

A Monte Carlo simulation model was used to determine the grant date fair value by simulating a range of possible future stock prices for the Company and each member of the peer group over the performance period is disclosed in Note 4—Stock-Based Compensation to the audited consolidated financial statements appearing elsewhere in this Annual Report.
We record stock-based compensation expense within exploration costs, general and administrative expenses, and restructuring and impairment charges in the consolidated statements of operations. Costs are allocated among those receiving the benefit based upon job function. There are certain employees who serve both functions, and therefore, their stock-based compensation expense is split between both financial statement lines in the consolidated statements of operations.
Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility, dividend yield, and risk-free interest rate and making assumptions about them.
Changes to these inputs would impact the consequent valuation for each equity instrument valued in this manner, and consequently, the value of each grant would vary in a different manner depending on the change to the respective inputs.
The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, which is based on our estimate of equity instruments that will eventually vest. At each reporting date, we revise our estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in profit or loss over the remaining vesting period, with a corresponding adjustment to the share-based payments reserve.
Investments in Unconsolidated Entities
We strategically invest in unconsolidated entities that we believe will provide us access to hard rock lithium assets as well as projects with the potential for scale, low-cost, sustainable production practices and that are strategically located to our proposed lithium hydroxide manufacturing sites.
Our unconsolidated entities are accounted for by the equity method of accounting because we have a significant influence, but not control, in the investee. We record our investments in these entities in our consolidated balance sheets as “Equity method investments” and our pro-rata share of the entities’ earnings or losses in our consolidated statements of operations as “(Loss) income from equity investments.”
We look at specific criteria and use our judgment when determining if we have a controlling interest in a less than wholly-owned entity. Factors considered in determining whether we have significant influence, or we have control, include, but are not limited to, ownership percentage, the ability to appoint individuals to the investee’s board of directors, operational decision-making authority, and participation in policy-making decisions. The accounting policy relating to the use of the equity method of accounting is a critical accounting policy due to the judgment required in determining whether we have significant influence over the entity.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Interest Rate Risk
Our exposure to the risk of changes in market interest rates relates primarily to our variable rate debt, and cash and short-term deposits with a floating interest rate. As of December 31, 2024 and 2023, we had $87.8 million, and $71.7 million, respectively, of cash and short-term deposits. Our cash and short-term deposits do not expose us to material cash flow interest rate risk. Total variable rate debt as of December 31, 2024 was $25.0 million with a variable interest rate of SOFR + 2.4%. A 1.0 percentage point change in interest rates on variable rate debt would have resulted in annual interest expense fluctuating by approximately $0.2 million. We currently do not engage in any hedging or derivative transactions to manage interest rate risk. All other financial assets and liabilities, in the form of payables, lease liabilities, and long-term debt, are fixed rate or non-interest bearing.
Foreign Currency Risk
Our provisional spodumene concentrate sales are calculated, in part, based on the foreign exchange rate between the U.S. dollar and the Chinese renminbi over applicable quotational periods, and therefore, we are exposed to currency volatility and devaluation risks. Geopolitical tensions between the U.S. and China may lead to increased tariffs, preferences for local producers, some of which may be government supported, or other trade barriers. The economic impact of currency exchange rate movements is often linked to variability in real growth, inflation, interest rates, governmental actions, and other factors. While foreign currency risk has not had a material impact on our results of operations, we continue to evaluate our risk exposure and may enter into hedging transactions to manage our exposure to fluctuations in foreign currency exchange rates.
65

Commodity Price Risk
Our results of operations are dependent upon the market prices of lithium products. These lithium products are not quoted on any major commodities market or exchange as these product’s attributes vary and demand is currently constrained to a relatively limited number of purchasers, a significant majority of which are based in China. Market prices published for lithium products can be volatile and are influenced by numerous factors, including international, economic, and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities, increased production due to new extraction developments, and improved extraction and production methods and technological changes in the markets for the end products.
We have utilized the services of a trading partner to enter into hedging transactions on our behalf to manage our exposure to fluctuations in the market prices of lithium products. We will continue to evaluate our options moving forward as the futures market for lithium products further develops.
During the year ended December 31, 2024, we received provisional payments on sales of 39,255 dmt of spodumene concentrate under provisional pricing arrangements. There are 24,350 dmt of spodumene concentrate that remain subject to final pricing determinations at year-end. The price per metric ton is calculated based on multiple factors, including the average applicable market price index over the applicable quotational period. We recognize revenue from product sales at a point in time when performance obligations are satisfied under the terms of contracts with our customers. When the final price has not been resolved by the end of a reporting period, we estimate the expected sales price based on the initial price, market pricing and known quality measurements. Differences between payments received and the final estimated sales price, which results in a liability, are recorded as accrued provisional revenue adjustments.
We conduct a sensitivity analysis on our provisional concentrate sales still subject to final pricing to determine the potential impact to net income (loss) of a 10% change to the applicable market price index as compared to the applicable market price index as of December 31, 2024. Such a 10% change yields a potential impact of approximately $1.8 million to net income (loss).
Additionally, market prices of lithium products affect the economic feasibility of mining on our properties, the value of such properties and the potential timing of construction of Carolina Lithium.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See “Index to Consolidated Financial Statements” beginning on page F-1 of this Annual Report, which information is incorporated by reference into this Item 8.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
Item 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Our management, under supervision and with the participation of our CEO (our Principal Executive Officer) and CFO (our Principal Financial Officer and Principal Accounting Officer), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of December 31, 2024. Based on the evaluation of our disclosure controls and procedures, our CEO and CFO have concluded that our disclosure controls and procedures were effective as of December 31, 2024.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
66

These rules define internal control over financial reporting as a process designed by, or under the supervision of, a company’s CEO and CFO and effected by our Board, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. This assessment was performed under the direction and supervision of our CEO and CFO and based on criteria established in Internal Control-Integrated Framework (2013) issued by COSO. Our management’s assessment of the effectiveness of our internal control over financial reporting included testing and evaluating the design and operating effectiveness of our internal controls. Based on this assessment, and criteria established in the COSO 2013 framework, management has concluded that we maintained effective internal control over financial reporting as of December 31, 2024.
Inherent Limitations of Internal Controls
Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and we cannot assure you that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements due to error or fraud.
Changes in Internal Control over Financial Reporting
Section 404 of the Sarbanes-Oxley Act of 2002 requires us to evaluate annually the effectiveness of our internal controls over financial reporting as of the end of each fiscal year, and to include a management report assessing the effectiveness of our internal control over financial reporting in all annual reports. There were no changes in our internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.    OTHER INFORMATION.
Rule 10b5-1 Trading Plans
During the quarter ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in item 408(a) of Regulation S-K.
Item 9C.     DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
None.
67

PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
OUR CORPORATE GOVERNANCE
Our business affairs are managed under the direction of our Board. Our Board has adopted a set of Principles of Corporate Governance (our “Corporate Governance Guidelines”) as a framework for the governance of the Company, which is posted on our website located at www.piedmontlithium.com/about/, under “Governance.”
The Board currently consists of seven directors and is divided into three classes of directors designated Class I, Class II and Class III. The Class 1 directors were elected at the 2024 Annual Meeting of Stockholders and their terms will expire at the 2027 Annual Meeting of Stockholders. The Class II directors were elected at the 2022 Annual Meeting of Stockholders and their terms will expire at the 2025 Annual Meeting of Stockholders. The Class III directors were elected at the 2023 Annual Meeting of Stockholders and their terms will expire at the 2026 Annual Meeting of Stockholders.
INFORMATION REGARDING OUR CLASS I DIRECTOR NOMINEES AND CONTINUING DIRECTORS
Biographical and other information regarding our directors, including the primary skills and experiences considered by our Nominating and Corporate Governance Committee and the Board in determining to recommend them as nominees, is set forth below.
Name Class
Age (as of February 26, 2025)
Position
Jeff Armstrong III
60
Chair of the Board
Keith Phillips I
64
President and Chief Executive Officer and Director
Christina Alvord III
57
Director
Jorge Beristain II
55
Director
Michael Bless I
59
Director
Claude Demby II
60
Director
Dawne Hickton I
67
Director

68

CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING
Keith.jpg
Keith
Phillips
Age: 64
Director since: 2021

Background
Mr. Phillips has served as our President and Chief Executive Officer since July 2017 and as a member of our Board since May 2021. He also served as Chief Executive Officer and a member of the board of our predecessor company prior to the Redomiciliation. Mr. Phillips joined the Company after a 30-year career on Wall Street during which time he worked on strategic and financing transactions representing over $100 billion in aggregate value. He served, most recently, as Senior Advisor with merchant banker, Maxit Capital LP, from September 2015 to June 2017. Prior to Maxit Capital, he led the mining investment banking teams for Merrill Lynch, Bear Stearns, JPMorgan, and Dahlman Rose. Mr. Phillips received an M.B.A. from The University of Chicago and a Bachelor of Commerce from Laurentian University.
Qualifications and Skills
We believe Mr. Phillips is qualified to serve on our Board because of his extensive experience with mining companies, including many established global leaders, and his expertise in advising exploration and development-stage companies in achieving their strategic objectives, with a particular focus on obtaining relevance in the U.S. capital markets.
Michael.jpg
Michael
Bless
Age: 59
Director since: 2023

Background
Mr. Bless has served as a member of our Board since January 2023. He most recently served as Special Advisor to the Chief Executive Officer and board of directors of Century Aluminum Company (Nasdaq: CENX), a U.S.-based, publicly-held, global producer of primary aluminum, from July 2021 through March 2022. Previously, he served as Century’s President and Chief Executive Officer from November 2011 to July 2021, and he was a member of Century’s board of directors from December 2012 to July 2021. Mr. Bless also served as Century’s Executive Vice President and Chief Financial Officer from 2006 to November 2011. Prior to Century, he held a range of executive positions with several companies including Maxtor Corp., a technology company, and Rockwell Automation, Inc. (NYSE: ROK), an automation company. Mr. Bless also serves on the boards of CNA Financial Corp. (NYSE: CNA), a property/casualty insurance company, and Enact Holdings, Inc. (Nasdaq: ACT), a mortgage insurance company. He previously served on the board of Simpson Manufacturing Co., Inc. (NYSE: SSD) from 2017 to 2021. Mr. Bless received an A.B. in History from Princeton University.
Qualifications and Skills
We believe Mr. Bless is qualified to serve on our Board because of his extensive executive and operational experience in the integrated mining business.
69

Dawne.jpg
Dawne Hickton
Age: 67
Director since: 2024

Background
Ms. Hickton has served as a member of our Board since March 2024. Since June 2019, Ms. Hickton has served as the Chair, CEO, and President of Cumberland Additive, Inc., a woman-led innovative new technology specialty metals additive manufacturing company. Ms. Hickton was a past member of the National Space Council Users’ Advisory Group, chaired by the Vice President of the United States, which serves to enable and propel the United States’ space goals. Previously, 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 Haynes International, Inc. (Nasdaq: HAYN), a developer, manufacturer, and distributor of high-performance alloys for use in high-temperature and corrosion applications, and 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. She previously served on the boards of Jacobs Solutions Inc. (NYSE: J) from 2015 to 2019 and Triumph Group, Inc. (NYSE: TGI) from 2015 to 2019. Ms. Hickton is a graduate of the University of Rochester, and received her J.D. from the University of Pittsburgh School of Law.
Qualifications and Skills
We believe Ms. Hickton is qualified to serve on our Board because she is a transformative executive leader with a career that spans multiple industries in aerospace, space, defense, and energy. She has been both a public and private company CEO with operational, commercial, financial, and strategic experience in manufacturing, government services, and cyber, defense, and intelligence.

70

CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING
Jorge.jpg
Jorge Beristain
Age: 55
Director since: 2021

Background
Mr. Beristain has served as a member of our Board since May 2021 and as a member of the Board of our predecessor company prior to the redomiciliation since May 2018. Mr. Beristain has served on the Board of Directors of Ryerson China Limited, since July 2024, and as Vice President of Finance for Ryerson Holding Corporation (NYSE: RYI) since October 2022. 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 July 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 lived and worked in the U.S., Latin America, and Canada and visited hundreds of industrial companies worldwide. Mr. Beristain received a Bachelor of Communications from the University of Alberta and holds a Chartered Financial Analyst (CFA) designation.
We believe Mr. Beristain is qualified to serve on our Board because of his extensive international finance and public equity background and experience in the valuation of mining, metals, and chemical operations and downstream manufactured metal uses.
Claude.jpg
Claude Demby
Age: 60
Director since: 2021

Background
Mr. Demby has served as a member of our Board since June 2021. He most recently served as President of Cree LED, a Smart Global Holdings, Inc. company that develops application-optimized LED chips and components, from 2020 to 2022. Prior to Smart Global Holdings acquiring Cree LED, from 2014 to 2020, Mr. Demby held various positions at Cree LED, including as Senior Vice President and General Manager of the Cree LED business, Senior Vice President of Corporate Development, and Senior Vice President of the Semi-Conductor Materials business. Mr. Demby served as Chief Executive Officer and Director of the Noël Group, LLC, a global manufacturer of synthetic foam materials, from 2008 to 2014, and served on the board of directors of the Noël Group from 2001 to 2008. From 2001 to 2008, Mr. Demby was President and Chief Operating Officer of L&L Products Inc., a global manufacturer of noise, vibration, and harshness solutions and structural devices for the automotive and aerospace sectors. Mr. Demby began his career in engineering roles with Procter & Gamble Company and GE Plastics and was focused on the chemical processing and manufacturing of consumer and industrial products. He has served as Chair of the Governance and Nominating Committee of the board of directors of Brown Capital Management Mutual Fund Trust (MUTF: BCSIX) and Brown Capital Management Small Company Fund, a mutual fund, since 2016 and on the board of directors of Eos Energy Enterprises (Nasdaq: EOSE), an energy storage company, since 2021. He previously served on the board of the Federal Reserve Bank of Richmond, Charlotte branch, from 2012 to 2017, including serving as Chairman. Mr. Demby has a strong record of community service through his co-founding and running of Valour Academy Schools, Inc., in Raleigh, North Carolina, and serving as an advisory board member of Duke Raleigh Hospital. Mr. Demby received an M.B.A. from the Rensselaer Polytechnic Institute and a B.S. in Chemical Engineering from the University of Delaware.
Qualifications and Skills
We believe Mr. Demby is qualified to serve on our Board because of his extensive executive and operational leadership experience in growing businesses internationally and his exceptional governance experience.

71

CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING
Jeff.jpg
Jeff Armstrong
Age: 60
Director since: 2021

Background
Mr. Armstrong has served as Chair of our Board since May 2021. He also served as chair of the board of our predecessor company prior to the Redomiciliation. He most recently served as Chief Executive Officer and Chief Financial Officer 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, business services, and agriculture spaces. Mr. Armstrong has served on the boards of private companies in the chemical, solar, health care device, and direct-to-consumer sectors. 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 resides in Charlotte, North Carolina, and is actively engaged in the community. 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.
Qualifications and Skills
We believe Mr. Armstrong is qualified to serve on our Board because of his extensive financial experience.
Christina.jpg
Christina Alvord
Age: 57
Director since: 2023

Background
Ms. Alvord has served as a member of our Board since January 2023. She most recently 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 previously 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.
Qualifications and Skills
We believe Ms. Alvord is qualified to serve on our Board because of her strong strategic leadership experience in the integrated mining business.
BOARD COMMITTEES
Our Board has a separately designated Audit Committee, Leadership and Compensation Committee, Nominating and Corporate Governance Committee, and Transaction Committee, each of which is comprised solely of independent directors. Members serve on these committees until their resignation or until otherwise determined by our Board. Each of these committees is empowered to retain outside advisors as it deems appropriate, regularly reports its activities to the full Board and has a written charter, which is posted on our website located at www.piedmontlithium.com/about/, under “Governance.”
AUDIT COMMITTEE
The primary purpose of our Audit Committee is to represent and assist the Board in discharging its oversight responsibility relating to: (i) the accounting and financial reporting processes of the Company and its subsidiaries, including the audits of the Company’s financial statements and the integrity of the financial statements; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the outside auditor’s qualifications and independence and (iv) the performance of the Company’s outside auditor. Further, the Audit Committee oversees preparation of the report of the Audit Committee required by the SEC Rules to be included in the Company’s annual proxy statement.
72

Audit Committee Financial Expert
Mr. Beristain and Mr. Bless each qualify as an “audit committee financial expert,” as that term is defined in the rules and regulations established by the SEC, and all members of the Audit Committee are “financially literate” under Nasdaq listing rules.
CODE OF ETHICS
Piedmont has adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees, including our CEO, who is also our principal executive officer, and our CFO, who is our principal financial and principal accounting officer, or persons performing similar functions. It addresses, among other matters, compliance with laws and policies, conflicts of interest, proper use of corporate assets, confidentiality requirements, insider trading, and how to report compliance concerns. We intend to disclose future amendments to certain provisions of the Code of Business Conduct and Ethics, and waivers of the Code of Business Conduct and Ethics granted to executive officers and directors, on our website within four business days following the date of the amendment or waiver. A copy of the Code of Business Conduct and Ethics is available on our website located at www.piedmontlithium.com/about/, under “Governance.”
If an employee recognizes a potential ethics violation, they are empowered and encouraged to notify the appropriate management personnel so that the Company can investigate and take appropriate corrective action. Employees can also utilize Piedmont’s Whistleblower Hotline, a confidential resource available 24 hours a day, seven days a week, to raise concerns.
INFORMATION REGARDING OUR DIRECTORS
NAME AGE
DIRECTOR
SINCE
OCCUPATION
COMMITTEE
MEMBERSHIP(S)
OTHER PUBLIC
BOARDS
Jeff
Armstrong*
60
2021 Former Chief Executive Officer and Chief Financial Officer of North Inlet Advisors
AC
TC
None
Keith
Phillips
64
2021 President and Chief Executive Officer of the Company None None
Christina
Alvord*
57
2023 Former President of the Central Division of Vulcan Materials Company
LCC
NCGC
Apogee Enterprises, Inc.
Albany International Corp.
Jorge
Beristain*
55
2021 Vice President of Finance for Ryerson Holding Corp.
AC (Chair)FE
NCGC
None
Michael
Bless*
59
2023 Former President and Chief Executive Officer of Century Aluminum Company
ACFE
LCC
TC
CNA Financial Corp.
Enact Holdings, Inc.
Claude
Demby*
60
2021 Former President of Cree LED
LCC (Chair)
NCGC
Eos Energy Enterprises, Inc.
Brown Capital Management Mutual Fund Trust
Dawne
Hickton*
67
2024 Chair and Chief Executive Officer of Cumberland Additive, Inc.
NCGC (Chair)
TC (Chair)
Haynes International, Inc.
*Independent.
AC: Audit Committee
LCC: Leadership and Compensation Committee
NCGC: Nominating and Corporate Governance Committee Biographical and other information regarding our executive officers is set forth below.
TC: Transaction Committee
FEAudit Committee Financial Expert
73

EXECUTIVE OFFICERS
There are no family relationships among any of our directors and/or executive officers.
Name
Age (as of February 26, 2025)
Position
Keith Phillips
64
President and Chief Executive Officer
Patrick Brindle
48
Executive Vice President and Chief Operating Officer(1)
Bruce Czachor
63
Executive Vice President and Chief Legal Officer and Secretary
Michael White
52
Executive Vice President and Chief Financial Officer
______________________________________
(1) On December 6, 2024, the Company and Mr. Brindle entered into a Separation Agreement and General Release of Claims in connection with Mr. Brindle’s retirement from the Company, effective December 31, 2024.
Keith.jpg
Keith
Phillips
Keith Phillips. Mr. Phillips has served as our President and Chief Executive Officer since July 2017 and as a member of our Board since May 2021. He also served as Chief Executive Officer and a member of the board of our predecessor company prior to the Redomiciliation. Mr. Phillips joined the Company after a 30-year career on Wall Street during which time he worked on strategic and financing transactions representing over $100 billion in aggregate value. He served, most recently, as Senior Advisor with merchant banker, Maxit Capital LP, from September 2015 to June 2017. Prior to Maxit Capital, he led the mining investment banking teams for Merrill Lynch, Bear Stearns, JPMorgan, and Dahlman Rose. Mr. Phillips received an M.B.A. from The University of Chicago and a Bachelor of Commerce from Laurentian University.
Patrick.jpg
Patrick
Brindle
Patrick Brindle. Mr. Brindle served as our Executive Vice President and Chief Operating Officer from March 2022 to December 2024 and previously held the position of Chief Development Officer from May 2021 until March 2022. From January 2018 to May 2021, Mr. Brindle served as our Vice President of Project Management. Prior to joining the Company, from January 2000 to December 2017, he worked in various roles in engineering and management including as Vice President of Engineering with DRA Taggart, LLC, a subsidiary of DRA Global Limited, an engineering firm specialized in project delivery of mining and mineral processing projects globally. Over his career, Mr. Brindle has held various management and senior engineering roles, including multi-year expatriate assignments, and has completed engineering, procurement and construction projects in diverse jurisdictions, including the U.S., Canada, China, Mongolia, Brazil, Russia, and others. Mr. Brindle received a B.S. in Environmental Science and a B.S. in Civil Engineering from Virginia Tech.
74

Bruce.jpg
Bruce
Czachor
Bruce Czachor. Mr. Czachor has served as our Executive Vice President and Chief Legal Officer and Secretary since August 2021. He joined the Company in December 2018 on a part-time basis as our Vice President and General Counsel and served as legal consultant for most of 2020 before rejoining as our Vice President and General Counsel in December 2020. Mr. Czachor has over 35 years of experience in general corporate matters, corporate governance, capital markets, bank finance, mergers and acquisitions, joint ventures, licensing agreements and commercial transactions, and was previously a partner and associate at Shearman & Sterling LLP from 1988 to 2011 and a partner at Orrick, Herrington & Sutcliffe LLP from 2011 to 2013. Over his career, Mr. Czachor has represented a wide variety of businesses, ranging from Fortune 500 companies to start-ups, and he has extensive experience in the mining, energy and cleantech industries. Mr. Czachor received a J.D. from New York Law School and a B.A. in Political Science from Binghamton University. He is admitted to practice in New York, New Jersey and California.

Michael.jpg
Michael
White
Michael White. Mr. White has served as our Executive Vice President and Chief Financial Officer since May 2021. Prior to joining the Company, from 2018 to 2020, Mr. White served as Vice President, Chief Accounting Officer and Corporate Controller of ChampionX Corp. (Nasdaq: CHX), formerly Apergy Corp., a multibillion-dollar manufacturing, chemicals and services public company, where he was responsible for leading the company’s global accounting and financial reporting. In that role, Mr. White led enterprise-wide transformation of the global controllership function, created sustainable financial reporting with key performance metrics for operational leadership and provided financial leadership related to mergers and acquisition activities, including a successful IPO. Prior to ChampionX, from 2014 to 2018, Mr. White served as Senior Vice President, Chief Accounting Officer and Corporate Controller for Aegion Corp., a global manufacturing company serving the industrial, oil and gas, and water industries. He has held senior financial leadership positions throughout his career with companies primarily in the energy and technology sectors, including roles as Chief Financial Officer of Baker Energy and as a manager in the assurance practice with Ernst & Young LLP. Mr. White received a Bachelor of Business Administration in Accounting and Finance from the University of Houston, C.T. Bauer College of Business and is a Certified Public Accountant.
INSIDER TRADING POLICY
We have an insider trading policy with respect to transactions in our securities that applies to directors, officers and employees, together with certain of their family members and controlled entities. Our insider trading policy also states that our transactions in our securities will comply with applicable securities and state laws. Among other things, the insider trading policy includes certain procedural restrictions, such as open / closed trading windows and pre-clearance processes that apply to certain covered persons. We believe our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules, regulations and listing standards applicable to us. For additional details, please refer to our insider trading policy, which we filed as Exhibit 19.1 to this Annual Report.
DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires our directors, executive officers and persons who beneficially own more than 10% of our outstanding common stock to file reports of their stock ownership and changes in their ownership of our common stock with the SEC. To our knowledge, including our review of the copies of all such reports furnished to the Company and written representations that no other reports were required in 2024, all Section 16(a) filing requirements were satisfied on a timely basis, except the following reports were filed late due to administrative error: (i) one Form 4 filed May 2024 (reporting grant awards) for Bruce Czachor, (ii) one Form 4 filed in May 2024 (reporting grant awards) for Michael White, and (iii) one Form 4 filed in May 2024 (reporting grant awards) for Patrick Brindle, our former Chief Operating Officer.

75

Item 11.     EXECUTIVE COMPENSATION.
NAMED EXECUTIVE OFFICERS
The following discussion describes and analyzes the philosophy, governance structure, policies, arrangements, and decisions determining the pay of Piedmont’s NEOs in 2024. On December 31, 2024, Mr. Brindle retired as Executive Vice President and Chief Operating Officer. During 2024, our NEOs were:
Name Position
Keith Phillips President and Chief Executive Officer
Patrick Brindle Former Executive Vice President and Chief Operating Officer
Michael White
Executive Vice President and Chief Financial Officer
SUMMARY COMPENSATION TABLE
The following table presents information regarding the compensation earned by or granted to our NEOs during fiscal years ending December 31, 2024 and 2023.
Name and Principal Position
Fiscal
Year
Salary
($)
Stock
Awards
($)(1)
Option
Awards
($)(2)
Non-Equity
Incentive
Plan
Compensation
($)(3)
All Other
Compensation
($)
Total
($)
Keith Phillips
President and
Chief Executive Officer
2024 750,000 2,208,442 757,767 1,152,000
   48,330(4)
4,868,209
2023 750,000 3,538,121 741,571 978,000 51,188 6,058,880
Patrick Brindle(7)
Executive Vice President and
Chief Operating Officer
2024 475,000 1,249,003 474,032 434,189
   45,438(5)
2,632,224
2023 475,000 1,526,413 347,663 433,580 45,350 2,828,006
Michael White
Executive Vice President and
Chief Financial Officer
2024 400,000 707,818 268,622 401,500
   49,294(6)
1,777,940
2023 400,000 865,247 197,009 326,000 48,502 1,836,758
______________________________________
(1)Amounts reflected in this column represent the aggregate grant date fair value of: (i) PRAs granted during fiscal years 2024, and 2023; and (ii) RSUs granted during fiscal years 2024, and 2023, in each case granted under the 2021 Plan, calculated in accordance with ASC Topic 718. The grant date fair value of the RSUs granted during fiscal year 2024 was based on the closing stock price on the date of grant. For additional information regarding the assumptions underlying the PRAs granted during 2024, calculation, please see Note 4—Stock-Based Compensation to the audited consolidated financial statements in this Annual Report. If maximum performance was assumed, the amount included herein for the 2024 PRAs would have been as follows: $3,058,411 for Mr. Phillips, $1,310,768 for Mr. Brindle and $742,809 for Mr. White.
(2)Amounts reflected in this column represent the aggregate grant date fair value of stock options granted under the 2021 Plan, calculated in accordance with ASC Topic 718. For additional information regarding the assumptions underlying this calculation, please see Note 4—Stock-Based Compensation to the audited consolidated financial statements in this Annual Report.
(3)Amounts reflected in this column represent annual cash bonuses paid to our NEOs for performance in the applicable period. For more information regarding the 2024 annual cash bonuses, see “Elements of 2024 Compensation—Performance Based Annual Cash Bonuses” below. The 2023 annual bonuses for NEOs were paid quarterly on January 15, April 15, July 15, and October 15, 2024, and each payment (other than the January 15, 2024) includes 5% interest equal to 5% multiplied by a fraction, the numerator of which is the number of days the payment is delayed into 2024 and the denominator of which is 365.
(4)Amount includes (i) Company 401(k) matching contributions of $13,800, (ii) executive health benefits, (iii) costs associated with a corporate apartment of $26,702, (iv) country club membership dues, and (v) cell phone reimbursement.
(5)Amount includes (i) Company 401(k) matching contributions $13,800, (ii) executive health benefits, and (iii) costs associated with a corporate apartment, and (iv) cell phone reimbursement.
(6)Amount includes (i) Company 401(k) matching contributions of $13,800, (ii) executive health benefits, (iii) costs associated with a corporate apartment of $28,461, and (iv) cell phone reimbursement.
(7)On December 31, 2024, Mr. Brindle retired as Executive Vice President and Chief Operating Officer.
76

NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE

ELEMENTS OF 2024 COMPENSATION
The elements of our executive compensation program are summarized below.
Component Purpose Performance Metric and Description
 Short-Term/ Annual
Base Salary Provides the security of a competitive fixed cash payment Reviewed annually by the Leadership and Compensation Committee and adjusted based on competitive market practices and individual performance Fixed
Performance-Based Annual Cash Bonus Offers variable, performance-based compensation that encourages excellent performance and accountability by tying payouts to the achievement of pre-established annual metrics for individual and overall Company performance Fiscal and business objectives aligned to strategic goals and stockholder interests to support operational, commercial, corporate, fiscal, and ESG performance
Variable/ At-Risk
Long-Term Performance Stock Units (50% of the long-term equity award) Aligns interests of executives with long-term stockholder interests and the equity award with Company performance. Retains executives and motivates them to build stockholder value over the life of the grants
Awards vest, subject to continued service through the vesting date, in three equal tranches based on our TSR relative to the TSR of our specified peer group at 0% to 200% of target over one-, two-, and three-year performance periods:
•Tranche 1: January 1, 2024 through December 31, 2024; vests December 31, 2025
•Tranche 2: January 1, 2024 through December 31, 2025; vests December 31, 2025
•Tranche 3: January 1, 2024 through December 31, 2026; vests December 31, 2026
Time-Based Restricted Stock Units (25% of the long-term equity award) Provides appropriate balance between at-risk pay and time-vesting awards to retain and motivate executives to build stockholder value over the life of the grants Time-based RSUs reduce the dilutive impact of our equity incentive program compared to appreciation awards. RSUs vest ratably on each of December 31, 2024, 2025, and 2026
Premium-Priced Stock Options (25% of the long-term equity award) Offers longer-term, variable, at-risk compensation that aligns with share-price appreciation. Focuses executives on growth Appreciation awards that only have value if the stock price increases. Awards cliff vest at the end of the three years on December 31, 2026 and have the longest time horizon of the long-term equity incentive awards
Base Salary
The purpose of base salary, from the perspective of the Leadership and Compensation Committee, is to compensate our NEOs fairly and competitively with a fixed amount of cash for the jobs they perform. In addition, base salaries are used to recognize the experience, skills, knowledge, and responsibilities required of our NEOs. Accordingly, we seek to ensure that base salary levels are competitive and consistent with industry practices and peers. Base salaries are reviewed annually based on job responsibilities, experience, individual performance, and market competitiveness.
77

Performance-Based Annual Cash Bonus
The 2024 cash bonus scorecard was comprised of individual objectives (20% weighting) and Company strategic goals (80% weighting). Total payout under the 2024 cash bonus scorecard ranges from 0% to 200% of the target annual bonus amount for each NEO, with a 50% payout for threshold performance and a 200% payout for maximum performance.
A description of our 2024 strategic goals, objectives, goal weight, and weighted completion percentage is provided below.
STRATEGIC GOALS Weight Weighted
Payout
Percentage
Safety 12% 23%
Minimum Cash Balance
24% 48%
NAL Operating Costs 12% 12%
Cash Operating Expenses 16% 32%
Project Goals 16% 16%
Personal Goals 20% *
2024 PERFORMANCE GOALS SCORECARD COMPLETION 100% 131%
* The Leadership and Compensation Committee evaluated each NEO individually. See table below for total weighted payout.
Based on the Company’s strategic goal performance and its assessment of each NEO’s achievement of individual objectives, the Leadership and Compensation Committee determined that the 2024 cash bonus related to strategic goals would be earned at 131% of target. In connection with its efforts to mitigate the potential impact of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Leadership and Compensation Committee and the Board approved the acceleration of a portion of the 2024 cash bonuses, with the remainder paid during the first quarter of 2025.

Name
2024 Target
Annual Bonus
(% of Base Salary)
2024 Target
Annual Bonus ($)
Weighted Payout
Percentage
2024 Annual
Bonus Earned ($)
Keith Phillips 100.0% 750,000 154% 1,152,000
Patrick Brindle(1)
70.0% 332,500 131% 434,189
Michael White 62.5% 250,000 161% 401,500
______________________________________
(1)Mr. Brindle retired from the Company effective December 31, 2024. As a part of his Separation Agreement, Mr. Brindle is entitled to the earned but unpaid bonus noted above if a change in control is completed by December 31, 2025.
LONG-TERM EQUITY INCENTIVE AWARDS
Long-term equity incentive awards in 2024 consisted of RSUs (25%), PRAs (50%), and premium-priced stock options (25%). Our compensation program uses these equity-based awards, the ultimate value of which is contingent on our longer-term performance, to provide NEOs with a direct incentive to seek increased stockholder returns. We believe this aligns the interests and actions of our NEOs with the interests of the Company’s stockholders. The RSUs granted in 2024 vest in equal installments on each of December 31, 2024, 2025, and 2026, and the premium-priced stock options vest on December 31, 2026.
The Leadership and Compensation Committee recommended, and on March 7, 2024 the Board approved, long-term equity incentive awards, with Mr. Phillips’ awards subject to stockholder approval, which was obtained at the 2024 annual stockholders meeting.
78

Name
Total Target
Long-Term
Incentive Awards
Award Value ($)
PRA Target
Value ($)
RSU
Value ($)
Stock
Option
Value ($)
Keith Phillips 3,500,000  1,750,000  875,000  875,000 
Patrick Brindle(1)
1,500,000  750,000  375,000  375,000 
Michael White 850,000  425,000  212,500  212,500 
______________________________________
(1)Mr. Brindle retired from the Company effective December 31, 2024.
2024 PRAs
PRAs based on relative TSR create a direct link between pay and performance by tying the number of earned PRAs to the TSR realized by our stockholders relative to the specified TSR peer group. Awards vest in three equal tranches based on our TSR relative to the TSR of our specified peer group ranging from 0% to 200% of target over one-, two-, and three-year performance periods ending on December 31, 2024, 2025, and 2026. The earned PRAs vest on December 31, 2025, with respect to the first two performance periods, and December 31, 2026, with respect to the last performance period.
The number of PRAs that become earned for each one-third tranche is determined by ranking each member of the relative TSR peer group from highest to lowest TSR without inclusion of Piedmont. Piedmont’s TSR is then compared to the TSR peer group to determine the Company’s percentile rank and the resulting payout percentage, as set forth below (with straight-line interpolation for any attained percentile between two of the levels):
Relative TSR Peer Company Percentile Rank
Payout
Percentage
≥ 75th Percentile
200  %
50th Percentile
100  %
25th Percentile
50  %
< 25th Percentile
%
79

The TSR peer group for the 2024 PRAs includes the following companies:
Albemarle Corporation MP Materials Corp.
AMG Critical Materials N.V.(3)
Nouveau Monde Graphite Inc.
Argosy Minerals Limited(1)
Novonix Ltd.(1)
Atlas Lithium Corporation
Patriot Battery Metals Inc(2)
Core Lithium Ltd.(1)
Pilbara Minerals Ltd.(1)
Critical Elements Lithium Corporation(2)
Sayona Mining Ltd.(1)
Frontier Lithium Inc(2)
Sigma Lithium Corporation
ioneer Ltd
Sociedad Quimica y Minera de Chile S.A.
Jervois Global Ltd.(1)
Standard Lithium Ltd.
Lake Resources N.L.(1)
Syrah Resources Ltd.(1)
Li-Cycle Holdings Corp.
Talon Metals Corp.(2)
LionTown Resources Ltd.(1)
Vulcan Energy Resources Ltd
Lithium Americas (Argentina) Corp.
Wildcat Resources Ltd(1)
Lithium Americas Corp.
Winsome Resources Limited(1)
______________________________________
(1)Primary listing is on the Australian Stock Exchange.
(2)Primary listing is on the Toronto Stock Exchange.
(3)Primary listing is on the London Stock Exchange.
Performance of Tranche 1 of 2024 PRAs
These 2024 PRAs were based on the Company’s TSR performance relative to the TSR peer group during the one-year performance period ending December 31, 2024, which has not yet been certified by the Leadership and Compensation Committee. The earned 2024 PRAs vest on December 31, 2025, subject to approval of performance level by the Leadership and Compensation Committee and the NEO’s continued service with the Company.
Performance of Tranche 2 of 2023 PRAs
Following the end of the performance period for the second one-third tranche of the 2023 PRAs, which ended December 31, 2024, the Leadership and Compensation Committee reviewed the Company’s TSR ranking relative to the TSR for each member of the TSR peer group, resulting in a shares payout percentage of 86% of target as a result of the Company’s TSR ranking at the 43rd percentile of the TSR peer group. These PRAs vested on December 31, 2024.
Performance of 2022 Operational PRAs
The 2022 PRAs granted to the NEOs were eligible to vest upon the achievement of corporate milestones prior to December 31, 2024. On August 10, 2023, the Leadership and Compensation Committee determined that the milestone related to the release of a comprehensive announcement of a positive DFS of Ewoyaa was achieved, and as such, 25% of the 2022 PRAs vested for each NEO. On August 9, 2023, the Leadership and Compensation Committee determined that the milestone related to the first commercial shipment of spodumene concentrate from NAL was achieved, and as such, 25% of the 2022 PRAs vested for each NEO. The remaining 50% of the 2022 PRAs held by each NEO s were not achieved and expired on December 31, 2024.
STOCK OWNERSHIP GUIDELINES
To ensure executive and stockholder interests are adequately aligned, we require NEOs to own significant amounts of Piedmont stock, as shown below. The required amounts are set at multiples of base salary. Executives have five years from the time the guidelines were adopted or, if later, the time they are first hired or promoted into a position at the executive vice president level or above to meet the guideline requirement.
80

The number of shares of Company stock that must be held depends upon the executive officer’s base salary on the date of hire, date of promotion, or the Company’s defined measurement date. Our annual defined measurement date is January 2 (or the next trading date, if such date is not a trading date), date of hire, or date of promotion, whichever is most relevant. As of December 31, 2024, Mr. Phillips and Mr. White were on track to comply with their 5x base and 2x base salary requirements, respectively. Mr. Brindle ceased to be subject to the ownership requirements following his retirement on December 31, 2024.
Shares owned by the executive officers directly or indirectly (e.g., by a spouse, minor child, or trust) and time-based restricted stock and RSUs are credited towards the stock ownership guidelines. PRAs, other performance-based awards, and stock options (whether vested or unvested) do not count toward stock ownership guidelines. Until the executive officer holds the requisite number of shares of Company stock, the executive officer may not sell more than 50% of the shares, net of shares sold for applicable withholding taxes, acquired from the settlement of stock awards or from the exercise of stock options. However, prior to meeting stock ownership guidelines, an executive officer is permitted to sell, without restriction, shares of Company stock purchased on the open market.
NO HEDGING, PLEDGING, OR SHORT SELLING
The Company maintains a trading policy that prohibits any hedging, pledging, or short selling (profiting if the market price decreases) of Company securities by any director or employee (including executive officers) whose function and responsibilities provide access to material, non-public information about the Company. The trading policy also prohibits such persons from pledging Company securities as collateral in a margin account with a broker-dealer.
CLAWBACK POLICY
We maintain a Compensation Recoupment (Clawback) Policy, which is intended to comply with the requirements of Nasdaq Listing Standard 5608 implementing Rule 10D-1 under the Exchange Act. In the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws, the Company will recover, on a reasonably prompt basis, the excess incentive-based compensation received by any covered executive, including the NEOs, during the prior three fiscal years that exceeds the amount that the executive otherwise would have received had the incentive-based compensation been determined based on the restated financial statements.
81


OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
The following table sets forth information regarding outstanding stock options, PRAs and RSUs held by our NEOs as of December 31, 2024.
Option Awards Stock Awards
Name
Number of Securities Underlying Unexercised Options Exercisable
(#)
Number of Securities Underlying Unexercised Options Unexercisable
(#)
Option
Exercise Price
($)
Option
Expiration
Date
Number of Shares or Units of Stock That Have Not Vested
(#)
Market Value of Shares or Units of Stock That Have Not Vested
($)(1)
Equity Incentive Plan Awards: Number of Unearned shares, Units or Other Rights That Have Not Vested
(#)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)(1)
Keith Phillips 10,786 65.00  5/19/2031 —  — 
58,950 55.00  12/31/2031 —  — 
29,890
(2)
67.50  3/7/2033 —  — 
169,903
(3)
16.00  12/31/2034 —  — 
—  4,420
(4)
38,631  — 
—  42,908
(5)
375,016  — 
—  42,907
(6)
375,007 
—  —  8,839
(7)
77,253 
—  —  85,814
(8)
750,014 
Patrick Brindle(9)
4,530 65.00  5/19/2031
43,077 55.00  12/31/2031
12,810 67.50  12/31/2033
72,816 16.00  12/31/2034 —  — 
82

Option Awards Stock Awards
Name
Number of Securities Underlying Unexercised Options Exercisable
(#)
Number of Securities Underlying Unexercised Options Unexercisable
(#)
Option
Exercise Price
($)
Option
Expiration
Date
Number of Shares or Units of Stock That Have Not Vested
(#)
Market Value of Shares or Units of Stock That Have Not Vested
($)(1)
Equity Incentive Plan Awards: Number of Unearned shares, Units or Other Rights That Have Not Vested
(#)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)(1)
Michael White 4,530 65.00  5/19/2031 —  — 
24,940 55.00  12/31/2031 —  — 
7,259
(2)
67.50  12/31/2033 —  — 
41,263
(3)
16.00  12/31/2034 —  — 
—  1,074
(4)
9,387  — 
—  10,422
(5)
91,088  — 
—  10,421
(6)
91,080 
—  —  2,147
(7)
18,765 
—  —  20,842
(8)
182,159 
______________________________________
(1)Amounts in these columns reflect the value of outstanding PRAs and RSUs as of December 31, 2024 and are based on a per share price of $8.74 as of December 31, 2024, which was the closing price of our common stock on the last trading day in 2024.
(2)These stock options vest on December 31, 2025, subject to the NEO’s continued service with the Company.
(3)These stock options vest on December 31, 2026, subject to the NEO’s continued service with the Company.
(4)These RSUs vest on December 31, 2025, subject to the NEO’s continued service with the Company.
(5)These RSUs vest as to 50% on each of December 31, 2025 and 2026, subject to the NEO’s continued service with the Company.
(6)These 2024 PRAs were based on the Company’s TSR performance relative to the TSR peer group during the one-year performance period ending December 31, 2024, which has not yet been certified by the Leadership and Compensation Committee. The earned 2024 PRAs vest on December 31, 2025, subject to approval of performance level by the Leadership and Compensation Committee and the NEO’s continued service with the Company. In accordance with SEC requirements, the amounts reported herein reflect target performance levels.
(7)These 2023 PRAs are eligible to become earned at 0% to 200% of target in equal tranches based on the Company’s TSR performance relative to the TSR peer group during the three-year performance period ending December 31, 2025. In accordance with SEC requirements, the amounts reported herein reflect target performance levels.
(8)These 2024 PRAs are eligible to become earned at 0% to 200% of target in equal tranches based on the Company’s TSR performance relative to the TSR peer group during the one-, two-and three-year performance periods ending December 31, 2024, 2025 and 2026. In accordance with SEC requirements, the amounts reported for the on-going performance periods reflect target performance levels.
(9)On December 31, 2024, Mr. Brindle retired as Executive Vice President and Chief Operating Officer. In connection with his separation, all of his outstanding equity awards fully vested on the separation date.
83

ADDITIONAL NARRATIVE DISCLOSURE
OTHER COMPENSATION AND BENEFITS
The NEOs are eligible to participate in employee benefit plans and programs, including medical plans, dental and vision coverage, short-term and long-term disability insurance, and term life insurance, to the same extent as the Company’s other full-time employees, subject to the terms and eligibility requirements of those plans. The NEOs also are eligible to participate in the Company’s 401(k) defined contribution plan, subject to limits imposed by the Internal Revenue Code, to the same extent as the Company’s other full-time employees. We do not maintain any defined benefit pension plans or any nonqualified deferred compensation plans.
We provide our NEOs with limited perquisites. In order to attain cost savings versus hotel stays, each of our NEOs, who have principal work locations other than the Company’s headquarters, are provided with a corporate apartment near our headquarters. In addition, our NEOs are eligible for executive health benefits, which include an annual physical. The Company’s CEO received a modest country club membership in Gaston County, North Carolina. The Company believes it is important for our executives to engage with and support business relationships and learn more about the community and business needs in Gaston County, which the country club memberships facilitate.
EQUITY GRANT TIMING PRACTICES
The Leadership and Compensation Committee and the Board generally approve annual equity awards, including to the NEOs, shortly after the filing of this Annual Report. During 2024, the Leadership and Compensation Committee and the Board did not take material nonpublic information into account when determining the timing and terms of any equity award, and the Company did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Employment Agreements
We have entered into at-will employment agreements with each of our NEOs in connection with our Redomiciliation in 2021. Each of the employment agreements provides for the following severance and other benefits upon the NEO’s termination by the Company without “cause” or resignation by the NEO for “good reason” (collectively, a “Covered Termination”), with certain enhanced severance benefits in the event such Covered Termination occurs within three months prior to or within 12 months following a change in control (a “CIC Covered Termination”). The potential Merger with Sayona Mining will constitute a change in control for purposes of the employment agreements.
Mr. Phillips Severance Benefits
Covered Termination CIC Covered Termination
•Lump sum severance equal to 24 months of base salary
•Company-paid COBRA continuation coverage for 24 months
•Accelerated vesting of unvested equity awards (with performance-based awards vesting at target)
•Lump sum severance equal to 2.5x the sum of base salary plus target annual bonus
•Pro-rata target annual bonus for the year of termination
•Earned but unpaid annual bonus for the prior year
•Company-paid COBRA continuation coverage for 30 months
•Accelerated vesting of unvested equity awards (with performance-based awards vesting at target)
Mr. White Severance Benefits
Covered Termination CIC Covered Termination
•Lump sum severance equal to 12 months of base salary
•Pro-rata annual bonus for the year of termination based on actual performance
•Earned but unpaid annual bonus for the prior year
•Company-paid COBRA continuation coverage for 12 months
•Accelerated vesting of unvested equity awards (with performance-based awards vesting at target)
•Lump sum severance equal to 2.0x the sum of base salary plus target annual bonus
•Pro-rata target annual bonus for the year of termination
•Earned but unpaid annual bonus for the prior year
•Company-paid COBRA continuation coverage for 12 months
•Accelerated vesting of unvested equity awards (with performance-based awards vesting at the greater of actual performance or target).

84

Mr. Brindle Severance Benefits(1)
Covered Termination CIC Covered Termination
•Lump sum severance equal to 12 months of base salary
•Company-paid COBRA continuation coverage for 12 months
•Accelerated vesting of unvested equity awards (with performance-based awards vesting at target)
On December 6, 2024, the Company and Mr. Brindle entered into a Separation Agreement and General Release of Claims in connection with Mr. Brindle’s retirement from the Company, effective December 31, 2024. As a part of the Separation Agreement, Mr. Brindle received his Covered Termination payments. In addition, Mr. Brindle is entitled to the following CIC Covered Termination payments if a change in control is completed by December 31, 2025:

•A reduced CIC payment of $63,333, plus earned but unpaid bonus for the prior year
______________________________________
(1)    Mr. Brindle retired from the Company effective December 31, 2024.
Equity Awards
The award agreements for the stock options, RSUs, and PRAs granted in 2023 and 2024 also provide for pro-rata vesting upon the NEO’s death, disability or retirement, with any performance conditions deemed satisfied at target. For purposes of these awards, “retirement” is defined as (i) age 63 with six years of service if retirement occurs in 2023, (ii) age 61 with seven years of service if retirement occurs in 2024, and (iii) age 59 with eight years of service if retirement occurs in 2025. Mr. Phillips was retirement-eligible with respect to these awards as of December 31, 2024; however, no additional portion of the award would have vested upon a retirement on December 31, 2024. In addition, if an NEO was age 62 with five years of service as of the applicable grant date, then any termination (other than a termination for “cause”) that occurs during 2025 will result in full acceleration. Based on each NEO’s age and years of service as of the grant date, only Mr. Phillips is eligible for such full acceleration.
DIRECTOR COMPENSATION
The Board’s policy is to compensate non-executive directors with the intent to attract directors with experience applicable to our operations and strategy by providing fair pay, aligning the interests of our non-executive directors with the long-term interests of our stockholders, and structuring a program that is simple, transparent and easy for stockholders to understand. The Leadership and Compensation Committee and the Board annually review non-executive director compensation to ensure such compensation remains current with market practices and the foregoing principles.
85

The following table summarized the cash retainers for service as a member of the Board and as a member or chair of our Board committees, as well as an annual equity grant:
$
Annual Cash Retainer 60,000
Committee Chair Retainers:
Audit Committee 20,000
Leadership and Compensation Committee 15,000
Nominating and Corporate Governance Committee 12,000
Committee Member Retainers:
Audit Committee 9,500
Leadership and Compensation Committee 7,500
Nominating and Corporate Governance Committee 5,000
Value of Annual Equity Grant (Board Chair) 190,000
Value of Annual Equity Grant (Other Board Members) 105,000
In accordance with the 2024 director compensation program, each non-executive director received an annual equity award of RSUs, which were subject to stockholder approval at the 2024 annual meeting. The number of RSUs granted is calculated using the target value and the volume-weighted average price of the Company’s common stock for the 20-day period ending on February 29, 2024, resulting in Mr. Armstrong receiving 13,976 RSUs and each other non-executive director receiving 7,724 RSUs. The RSU awards vested immediately upon receiving stockholder approval; however, non-executive directors are restricted from selling the shares received in settlement of the RSUs during the director’s tenure as a Board member (other than such number as is necessary to cover income taxes arising from such RSUs). We also prohibit non-executive directors from entering into arrangements to limit their exposure to equity awards granted as part of their compensation package.
2024 DIRECTOR COMPENSATION TABLE
The following table sets forth the total compensation earned by our non-executive directors for the year ended December 31, 2024:
Name
Fees Earned or Paid in Cash ($)
Stock Awards ($)(1)
Total ($)
Jeff Armstrong 74,907 166,035 240,941
Christina Alvord 72,500 91,761 164,261
Jorge Beristain 85,000 91,761 176,761
Michael Bless 77,000 91,761 168,761
Claude Demby 80,000 91,761 171,761
Dawne Hickton
53,959 91,761 145,720
______________________________________
(1)    Amounts in this column represent the aggregate grant date fair value of the RSUs granted during 2024, calculated in accordance with ASC Topic 718 based on the closing price of our common stock on the date of grant, which was $11.88 for RSUs approved by the Leadership and Compensation Committee on February 29, 2024 and approved by stockholders on June 13, 2024. For additional information regarding the assumptions underlying this calculation, please see Note 4—Stock-Based Compensation to the audited consolidated financial statements included in this Annual Report.
STOCK OWNERSHIP GUIDELINES
We require our directors to own significant amounts of our stock. Each non-executive director is required to accumulate stock equal to 5x the cash component of a non-executive director’s annual retainer (excluding any retainers for service on committees of the Board and any retainers for Board and committee leadership).Non-executive directors have five years to meet the requirement measured from April 28, 2022, the date the guidelines were adopted, or, if later, the time they are first retained as directors.
86

Individual and joint holdings of the Company’s stock with immediate family members count toward fulfilling the guidelines. Until a director holds the requisite number of shares of Company stock, the director may not sell more than 50% of the shares, net of shares sold for tax obligations, acquired from the vesting of stock awards.However, prior to meeting our stock ownership guidelines, a director is permitted to sell, without restriction, shares of Company stock purchased directly or indirectly by the director. All non-executive directors are either currently in compliance with the guidelines or expected to comply with the guidelines by the end of the five-year grace period.
INDEMNIFICATION AGREEMENTS
We have entered into indemnification agreements with our directors and our executive officers. The indemnification agreements and our Bylaws require us to indemnify these individuals to the fullest extent permitted by Delaware law.

87

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of February 18, 2025, we had 21,943,521 shares of our common stock outstanding. Based on information known to us as of February 18, 2025, 15,724,943 shares of our common stock were held in the U.S. by 133 holders of record and 6,218,578 shares of our common stock were held in Australia in the form of CDIs by 450 holders of record. Unless otherwise noted, the mailing address of each listed beneficial owner is c/o Piedmont Lithium Inc., 42 E Catawba Street, Belmont, North Carolina 28012.
The following table lists, as of February 18, 2025, the number of shares of our common stock beneficially owned by each stockholder or group of stockholders known by us to be the beneficial owner of more than 5% of our outstanding common stock, each of our directors, our NEOs and our current executive officers and directors, as a group. Beneficial ownership is calculated based on 21,943,521 shares outstanding as of February 18, 2025, and amounts representing less than 1% are denoted with an asterisk (*). To our knowledge and subject to applicable community property rules, and unless otherwise indicated, each person or entity has sole voting and investment power (or shares such power with his or her spouse, as applicable) with respect to the shares set forth in the following table.
Shares Beneficially Owned(1)
Number Percentage
Greater than 5% Holders:
Entities affiliated with BlackRock Inc.(2)
1,689,394 7.70  %
LG Chem, Ltd.(3)
1,096,535 5.00  %
Named Executive Officers and Directors:
Keith Phillips(4)
186,417 *
Bruce Czachor(5)
45,667 *
Michael White(6)
47,630 *
Jeff Armstrong 50,824 *
Christina Alvord 9,315 *
Jorge Beristain 42,421 *
Michael Bless 11,065 *
Claude Demby 11,179 *
Dawne Hickton 7,724 *
All current executive officers and directors as a group (9 persons)(7)
412,242 1.81  %
______________________________________
(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 February 18, 2025, and RSUs and PRAs that are scheduled to settle in stock within 60 days of February 18, 2025. Shares of our common stock, subject to stock options currently exercisable or exercisable within 60 days of February 18, 2025, and RSUs and PRAs that are scheduled to settle in stock within 60 days of February 18, 2025, are deemed to be outstanding for computing the percentage ownership of the person holding these stock options, RSUs and/or PRAs 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)Based on a Schedule 13G filed by BlackRock, Inc. (“BlackRock”) with the SEC on November 8, 2024. BlackRock holds (i) sole voting power with respect
to 1,630,514 shares and (ii) sole dispositive power with respect to 1,689,394 shares. The address of BlackRock is 50 Hudson Yards, New York, NY 10001.
(3)Based on a Schedule 13G filed by LG Chem, with the SEC on March 1, 2023. LG Chem holds (i) sole voting power with respect to 1,096,535 shares and (ii) sole dispositive power with respect to 1,096,535 shares. The address of LG Chem is LG Twin Towers, 128, Yeoui-daero, Yeongdeungpo-gu, Seoul 07336 Republic of Korea.
(4)Consists of 116,681 shares of common stock and 69,736 shares underlying options exercisable within 60 days of February 18, 2025.
(5)Consists of 18,570 shares of common stock and 27,097 shares underlying options exercisable within 60 days of February 18, 2025.
(6)Consists of 18,160 shares of common stock and 29,470 shares underlying options exercisable with 60 days of February 18, 2025.
(7)Includes shares underlying options exercisable within 60 days of February 18, 2025 listed above in footnotes 4 through 6.
88

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The table below sets forth information with respect to compensation plans under which equity securities of the Company are authorized for issuance as of December 31, 2024.
Plan Category
Number of Securities to Be Issued Upon Exercise
of Outstanding Options, Warrants and Rights (#)(1)
(a)
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($)(2)
(b)
Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#)
(c)
Equity compensation plans approved by security holders(3)
1,116,763 36.21 1,412,632
Equity compensation plans not approved by security holders
Total 1,116,763 36.21 1,412,632
______________________________________
(1)Reflects outstanding stock options, RSUs and PRAs (assuming target performance) as of December 31, 2024.
(2)The weighted average exercise price does not include outstanding RSUs or PRAs, which have no exercise price.
(3)Reflects information regarding the 2021 Plan, which was approved by the Company’s stockholders prior to its Redomiciliation.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
RELATED PERSON TRANSACTIONS POLICY
We have adopted a written Related Person Transactions policy that sets forth our procedures for the identification, review, consideration and approval or ratification of interested transactions. For purposes of our policy, an interested transaction is any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which (i) the aggregate amount involved exceeds or is expected to exceed the lesser of $120,000 or one percent of the average of the Company’s total assets at year-end for the last two completed fiscal years (including any periodic payments or installments due on or after the beginning of the Company’s last completed fiscal year and, in the case of indebtedness, the largest amount expected to be outstanding and the amount of annual interest thereon), (ii) the Company or any of its subsidiaries is a participant and (iii) any related person has or will have a direct or indirect interest. A related person is any (i) person who is or was (since the beginning of the Company’s last completed fiscal year, even if they do not presently serve in that role) an executive officer, director or nominee for election as a director, (ii) greater than 5% beneficial owner of the Company’s common stock or (iii) immediate family member of any of the foregoing. Transactions involving compensation for services provided to us as an employee or director, among other limited exceptions, are deemed to have standing pre-approval by the Audit Committee but may be specifically reviewed if appropriate in light of the facts and circumstances.
Under the policy, if a transaction has been identified as an interested transaction, our management must present information regarding the interested transaction to our Audit Committee for review, consideration, and approval or ratification. We will collect information that we deem reasonably necessary from each director, executive officer, and, to the extent feasible, significant stockholder to enable us to identify any existing or potential interested transaction and to effectuate the terms of the policy. In addition, under our Code of Business Conduct and Ethics, our directors, officers and employees have an affirmative responsibility to disclose any transaction or relationship that gives rise to an actual or potential conflict of interest. In considering interested transactions, our Audit Committee will take into account, among other factors it deems appropriate, whether the interested transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction.
The foregoing policies and procedures were followed with respect to the transaction described below.
RELATED PERSON TRANSACTIONS
The following is a summary of each transaction or series of similar transactions since January 1, 2024, or any currently proposed transaction, to which we were or are a party in which: (i) the amount involved exceeds $120,000; and (ii) any related person (including our directors, executive officers, beneficial owners of more than 5% of our common stock, and any members of their immediate family) had or will have a direct or indirect material interest, other than compensation and other arrangements that are described under the section titled “Executive Compensation” or that were approved by our Compensation Committee.
89

Beneficial ownership of securities is determined in accordance with the rules of the SEC.
SALE OF SHARES OF ATLANTIC LITHIUM
On January 18, 2024, we sold 24,479,868 shares of Atlantic Lithium for an average $0.32 per share. The shares sold represented approximately 4% of Atlantic Lithium’s outstanding shares and resulted in net proceeds of $7.7 million. In connection with the sale of the shares, we no longer hold a board seat with Atlantic Lithium and therefore do not exercise significant influence. Our remaining investment in Atlantic Lithium of approximately 5% is accounted for as an investment in marketable securities and presented at fair value at each reporting date based on the closing price of Atlantic Lithium’s share price on the ASX. Our reduced ownership in Atlantic Lithium has no impact on our earn-in or offtake rights with Atlantic Lithium and the Ewoyaa project.
SALE OF SHARES OF SAYONA MINING
On February 21, 2024, we sold 1,249,806,231 shares of Sayona Mining for an average of $0.03 per share. The shares sold represented our entire holding in Sayona Mining and approximately 12% of Sayona Mining’s outstanding shares and resulted in net proceeds of $41.4 million. The sale of these shares has no impact on our joint venture or offtake rights with Sayona Quebec.
DIRECTOR INDEPENDENCE
Nasdaq listing rules require a majority of a listed company’s board of directors be comprised of independent directors who, in the opinion of the board of directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating committees must be independent, and audit and compensation committee members must satisfy additional independence criteria under the Exchange Act.
Our Board undertook a review of its composition and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including the beneficial ownership of our common stock by each director, our Board has determined that Messrs. Armstrong, Beristain, Bless and Demby and Mses. Alvord and Hickton qualify as “independent directors” as defined under the Nasdaq listing rules. Mr. Phillips is not deemed to be independent under Nasdaq listing rules by virtue of his employment with the Company. In making such determinations, our Board considered the relationships that each such non-employee director has with the Company and all other facts and circumstances our Board deemed relevant in determining independence.
Our Board also determined that each of the directors currently serving on the Audit Committee and the Leadership and Compensation Committee satisfies the heightened independence standards applicable to directors serving on audit committees and compensation committees under Nasdaq listing rules and the rules and regulations established by the SEC.

90

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit Fees, Audit-Related Fees, Tax Fees and Other Fees

The following table summarizes approximate aggregate fees billed to us by Deloitte, our former independent registered public accounting firm, and PwC, our current independent registered public accounting firm, for the fiscal years ended December 31, 2024 and 2023:
(in thousands) PwC Deloitte
Fee Category Fiscal 2024 Fiscal 2023 Fiscal 2024 Fiscal 2023
Audit Fees(1)
$800  $—  $—  $973 
Audit-Related Fees —  —  —  — 
Tax Fees(2)
816  1,090  —  — 
All Other Fees(3)
227  40 
Total Fees $1,619  $1,317  $40  $975 
______________________________________
(1)Audit Fees are fees billed, or expected to be billed, by our independent registered public accounting firms for professional services for the financial statement audit of Piedmont Lithium and its subsidiaries included in our Annual Reports, reviews of consolidated financial statements included in our quarterly reports on Form 10-Q, and services associated with securities filings, such as comfort letters and consents.
(2)Tax fees consisted of fees for professional services performed with respect to tax compliance, tax advice, and tax planning.
(3)Other Fees are fees billed by our independent registered public accounting firms for access to research tools and subscription services.
Policy on Audit Committee Pre-approval of Audit and Permissible Non-audit Services of Independent Auditor
The Audit Committee has adopted policies and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm. Pre-approval of an audit or non-audit service maybe given as a general pre-approval, as part of the Audit Committee’s approval of the scope of the engagement of our independent registered public accounting firm, or on an individual basis. Any proposed services exceeding general pre-approved levels also require specific pre-approval by our Audit Committee.

91

PART IV
Item 15.    EXHIBITS.
1. Financial Statements
See “Index to Consolidated Financial Statements” beginning on page F-1 of this Annual Report, which information is incorporated by reference into this Item 15.
2. Financial Statement Schedules
Financial statement schedules have not been included because they are not applicable, or the information is included in consolidated financial statements or notes thereto.
3. Exhibits
The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as part of this Annual Report and such Exhibit Index is incorporated herein by reference.
Exhibit Index
Exhibit
Number
Description
Agreement and Plan of Merger among Sayona Mining Limited, Shock MergeCo Inc. and Piedmont Lithium Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on November 19, 2024)
Amended and Restated Certificate of Incorporation of Piedmont Lithium Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K12B filed on May 18, 2021)
Amended and Restated Bylaws of Piedmont Lithium Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 24, 2023)
Description of Securities (incorporated by reference to Exhibit 4.1 the Company’s Annual Report on Form 10-K filed on September 24, 2021)
Piedmont Lithium Inc. 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 18, 2021)
Executive Employment Agreement, dated as of September 22, 2021, by and between Keith Phillips, Piedmont Lithium Inc. and Piedmont Lithium Carolinas, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K filed on September 24, 2021)
Executive Employment Agreement, dated as of June 4, 2021, by and between Michael White and Piedmont Lithium Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 4, 2021)
Executive Employment Agreement, dated as of September 22, 2021, by and between Bruce Czachor and Piedmont Lithium Inc. and Piedmont Lithium Carolinas, Inc. (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K filed on September 24, 2021)
Executive Employment Agreement, dated as of September 22, 2021, by and between Patrick Brindle and Piedmont Lithium Inc. and Piedmont Lithium Carolinas, Inc. (incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K filed on September 24, 2021)
Separation Agreement and General Release of Claims between Piedmont Lithium Inc. and Patrick Brindle, dated December 6, 2024. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 6, 2024)
Insider Trading Policy
Subsidiaries of the Registrant
Consent of Independent Registered Public Accounting Firm, Deloitte & Touche, LLP
Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers
Consent of Qualified Person (Dr. Steven Keim, Marshall, Miller & Associates) (with respect to the Carolina Lithium Project Amended Technical Report Summary, dated April 20, 2023)
Consent of Qualified Person (Leon McGarry) (with respect to the Carolina Lithium Project Amended Technical Report Summary, dated April 20, 2023)
Consent of Qualified Person (Peter Grigsby, Primero Americas Inc.) (with respect to the Carolina Lithium Project Amended Technical Report Summary, dated April 20, 2023)
Consent of Qualified Person (Steve Andrews) (with respect to the Authier Technical Report Summary, dated February 18, 2025)
92

Consent of Qualified Person (Anthony O’Connell) (with respect to the Authier Technical Report Summary, dated February 18, 2025)
Consent of Qualified Person (Steve Andrews) (with respect to the North American Lithium Technical Report Summary, dated December 9, 2024)
Consent of Qualified Person (Alan Hocking) (with respect to the North American Lithium Technical Report Summary, dated December 9, 2024)
Consent of Qualified Person (Simon O’Leary) (with respect to the North American Lithium Technical Report Summary, dated December 9, 2024)
Consent of Qualified Person (Anthony O’Connell) (with respect to the North American Lithium Technical Report Summary, dated December 9, 2024)
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Amended Technical Report Summary of the Carolina Lithium Project, dated April 20, 2023 (incorporated by reference to Exhibit 96.3 to the Company’s Annual Report on Form 10-K/A filed on April 24, 2023)
Authier Technical Report Summary, dated February 18, 2025
North American Lithium Technical Report Summary, dated December 9, 2024
Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on February 29, 2024)
101.INS* XBRL Instance Document - - embedded within the Inline XBRL document
101.SCH* XBRL Taxonomy Extension Schema Document
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* XBRL Taxonomy Extension Label Linkbase Document
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document
104* Cover page Interactive Data file (formatted as Inline XBRL and contained in Exhibit 101).
__________________________
*Filed herewith.
+    Indicates management contract or compensatory plan.
Item 16.    ANNUAL REPORT ON FORM 10-K SUMMARY.
None.
93

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Piedmont Lithium Inc.
(Registrant)
Date: February 26, 2025
By: /s/ Michael White
Michael White
 Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Name Title Date
/s/ Keith Phillips President and Chief Executive Officer and Director February 26, 2025
Keith Phillips (Principal Executive Officer)
/s/ Michael White Executive Vice President and
Chief Financial Officer
February 26, 2025
Michael White (Principal Financial Officer and Principal Accounting Officer)
/s/ Jeffrey Armstrong Chairman and Director February 26, 2025
Jeffrey Armstrong
/s/ Christina Alvord Director February 26, 2025
Christina Alvord
/s/ Jorge Beristain Director February 26, 2025
Jorge Beristain
/s/ Michael Bless Director February 26, 2025
Michael Bless
/s/ Claude Demby Director February 26, 2025
Claude Demby
/s/ Dawne Hickton Director February 26, 2025
Dawne Hickton
94

Index to Consolidated Financial Statements
F-2
F-3
F-5
F-6
F-7
F-8
F-9
F-10

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Piedmont Lithium Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Piedmont Lithium Inc. and its subsidiaries (the “Company”) as of December 31, 2024, and the related consolidated statements of operations, of comprehensive loss, of changes in equity and of cash flows for the year then ended, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition
As described in Notes 2 and 3 to the consolidated financial statements, the Company’s consolidated revenue was $99.9 million for the year ended December 31, 2024. The Company recognizes revenue from product sales at a point in time when performance obligations are satisfied under the terms of contracts with their customers. A performance obligation is deemed to be satisfied when control of the product is transferred to the Company’s customer, which is typically upon delivery to the shipping carrier. Revenue is measured as the amount of consideration expected to be received in exchange for transferring products to their customers.
The principal considerations for our determination that performing procedures relating to revenue recognition is a critical audit matter are a high degree of auditor effort in performing procedures and evaluating audit evidence related to the Company’s revenue recognition.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others (i) testing revenue recognized by obtaining and inspecting source documents, such as contracts, purchase orders, invoices, proof of shipment or delivery, and cash receipts; (ii)
F-2

evaluating management’s assessment of the terms and conditions of the contracts and the related impact on the revenue recognized; and (iii) confirming a sample of outstanding customer invoice balances as of December 31, 2024 and, for confirmations not returned, obtaining and inspecting source documents, such as contracts, invoices, proof of shipment or delivery, and subsequent cash receipts.

/s/ PricewaterhouseCoopers LLP
Charlotte, North Carolina
February 26, 2025
We have served as the Company’s auditor since 2024.
F-3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Piedmont Lithium Inc.,
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Piedmont Lithium Inc. and subsidiaries (the “Company”) as of December 31, 2023, and the related consolidated statements of operations, comprehensive loss, changes in equity, and cash flows, for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP
Charlotte, North Carolina
February 28, 2024
We began serving as the Company’s auditor in 2021. In 2024 we became the predecessor auditor.
F-4

PIEDMONT LITHIUM INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)


Years Ended December 31,
2024 2023
Revenue $ 99,877  $ 39,817 
Costs of sales 89,082  34,138 
Gross profit 10,795  5,679 
Operating expenses:
Exploration costs 97  1,929 
Selling, general and administrative expenses 38,703  43,319 
Total operating expenses 38,800  45,248 
(Loss) income from equity method investments (17,820) 194 
Restructuring and impairment charges (9,851) — 
Loss from operations (55,676) (39,375)
Other (expense) income:
Interest income 3,012  3,859 
Interest expense (1,004) (39)
(Loss) gain on sale of equity method investments(1)
(13,886) 16,975 
Other loss (339) (91)
Total other (expense) income (12,217) 20,704 
Loss before taxes (67,893) (18,671)
Income tax (benefit) expense (3,132) 3,106 
Net loss $ (64,761) $ (21,777)
Basic and diluted net loss per weighted-average share $ (3.30) $ (1.14)
Basic and diluted weighted-average shares outstanding 19,618  19,033 
__________________________
(1)Loss (gain) on sale of equity method investments includes a loss on the sale of shares in Sayona Mining of $17,215, partially offset by a gain on the sale of shares in Atlantic Lithium of $3,143 and a gain on dilution related to the issuance of additional shares of Atlantic Lithium of $186 for the year ended December 31, 2024. For the year ended December 31, 2023, we recognized a gain of $16,850 and $125, respectively, related to the dilution of our ownership interest with the issuance of additional shares of Sayona Mining and Atlantic Lithium. See Note 11—Equity Method Investments.
The accompanying notes are an integral part of these consolidated financial statements.
F-5

PIEDMONT LITHIUM INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands)


Years Ended December 31,
2024 2023
Net loss $ (64,761) $ (21,777)
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment of equity method investments(1)
(4,301) 1,570 
 Other comprehensive (loss) income, net of tax (4,301) 1,570 
Comprehensive loss $ (69,062) $ (20,207)
__________________________
(1)Foreign currency translation adjustment of equity method investments is presented net of tax expense of $223 and $36 for the years ended December 31, 2024 and 2023, respectively.

The accompanying notes are an integral part of these consolidated financial statements.
F-6

PIEDMONT LITHIUM INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)


Assets December 31,
2024
December 31,
2023
Cash and cash equivalents $ 87,840  $ 71,730 
Accounts receivable 5,613  595 
Other current assets 9,186  3,829 
Total current assets 102,639  76,154 
Property, plant and mine development, net 134,544  127,086 
Advances to affiliates 39,548  28,189 
Other non-current assets 1,519  2,164 
Equity method investments 71,635  147,662 
Total assets $ 349,885  $ 381,255 
Liabilities and Stockholders’ Equity
Accounts payable $ 5,239  $ 3,982 
Accrued expenses 4,313  7,598 
Payables to affiliates 6,719  174 
Current debt obligations 26,472  149 
Other current liabilities 3,363  29,463 
Total current liabilities 46,106  41,366 
Long-term debt, net of current portion 3,652  14 
Operating lease liabilities, net of current portion 863  1,091 
Other non-current liabilities 1,017  431 
Deferred tax liabilities —  6,023 
Total liabilities 51,638  48,925 
Commitments and contingencies (Note 19)
Stockholders’ equity:
Common stock; $0.0001 par value, 100,000 shares authorized; 21,825,465 and 19,271,965 shares issued and outstanding as of December 31, 2024 and 2023, respectively
Additional paid-in capital 497,878  462,899 
Accumulated deficit (191,605) (126,844)
Accumulated other comprehensive loss (8,028) (3,727)
Total stockholders’ equity 298,247  332,330 
Total liabilities and stockholders’ equity $ 349,885  $ 381,255 
The accompanying notes are an integral part of these consolidated financial statements.
F-7

PIEDMONT LITHIUM INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Years Ended December 31,
Cash flows from operating activities: 2024 2023
Net loss $ (64,761) $ (21,777)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense 10,152  9,516 
Loss (gain) from equity method investments 17,820  (194)
Loss (gain) on sale of equity method investments 13,886  (16,975)
Gain on equity securities (755) — 
Deferred taxes (6,247) 3,106 
Depreciation and amortization 284  272 
Noncash lease expense 321  245 
Loss on sale of assets 791  — 
Noncash impairment charges 4,070  — 
Unrealized foreign currency translation (gains) losses 288  — 
Changes in assets and liabilities:
Accounts receivable (5,018) (595)
Other assets 3,281  (1,021)
Operating lease liabilities (254) (220)
Accounts payable 3,814  (1,455)
Accrued provisional revenue adjustment (29,151) 29,151 
Payables to affiliates 6,545  174 
Other liabilities and accrued expenses 2,027  1,343 
Net cash (used in) provided by operating activities (42,907) 1,570 
Cash flows from investing activities:
Capital expenditures (10,677) (56,723)
Advances to affiliates (10,814) (9,361)
Proceeds from sale of marketable securities 45  — 
Proceeds from sale of shares in equity method investments 49,103  — 
Additions to equity method investments (14,982) (33,239)
Net cash provided by (used in) investing activities 12,675  (99,323)
Cash flows from financing activities:
Proceeds from issuances of common stock, net of issuance costs 24,554  71,084 
Proceeds from Credit Facility 35,198  — 
Settlements of Credit Facility (10,202) — 
Payments of debt obligations and insurance premiums financed (2,429) (426)
Payments to tax authorities for employee stock-based compensation (779) (422)
Net cash provided by financing activities 46,342  70,236 
Net increase (decrease) in cash 16,110  (27,517)
Cash and cash equivalents at beginning of period 71,730  99,247 
Cash and cash equivalents at end of period $ 87,840  $ 71,730 
Supplemental disclosure of cash flow information:
Noncash capital expenditures in accounts payable and accrued expenses $ 122  $ 3,955 
Noncash investment in affiliates for issuance of company stock 746  1,837 
The accompanying notes are an integral part of these consolidated financial statements.
F-8

PIEDMONT LITHIUM INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands)


Common Stock Additional
Paid-In
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive Loss
Total
Stockholders’
Equity
Shares Amount
December 31, 2022 18,073  $ $ 381,242  $ (105,658) $ (5,297) $ 270,289 
Issuance of common stock, net of issuance costs 1,160  —  72,921  —  —  72,921 
Stock-based compensation, net of forfeitures —  —  9,749  —  —  9,749 
Expiration of stock options —  —  (591) 591  —  — 
Shares issued for exercise/vesting of stock-based compensation awards 50  —  —  —  —  — 
Shares surrendered for tax obligations for stock-based transactions (11) —  (422) —  —  (422)
Equity method investments adjustments in other comprehensive (loss) income, net of tax —  —  —  —  1,570  1,570 
Net loss —  —  —  (21,777) —  (21,777)
December 31, 2023 19,272  462,899  (126,844) (3,727) 332,330 
Issuance of common stock, net of issuance costs 2,434  —  25,301  —  —  25,301 
Stock-based compensation, net of forfeitures —  —  10,457  —  —  10,457 
Shares issued for exercise/vesting of stock-based compensation awards 163  —  —  —  —  — 
Shares surrendered for tax obligations for stock-based transactions (43) —  (779) —  —  (779)
Equity method investments adjustments in other comprehensive (loss) income, net of tax —  —  —  —  (4,301) (4,301)
Net loss —  —  —  (64,761) —  (64,761)
December 31, 2024 21,826  $ $ 497,878  $ (191,605) $ (8,028) $ 298,247 

The accompanying notes are an integral part of these consolidated financial statements.
F-9

PIEDMONT LITHIUM INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1.DESCRIPTION OF COMPANY
Nature of Business
Piedmont Lithium Inc. (“Piedmont Lithium,” “we,” “our,” “us,” or “Company”) is a U.S. based, development-stage, multi-asset, integrated lithium business in support of a clean energy economy and U.S. and global energy security. We plan to supply lithium hydroxide to the electric vehicle and battery manufacturing supply chains in North America by processing spodumene concentrate produced from assets we own or in which we have an economic interest.
Our portfolio of projects includes our wholly-owned Carolina Lithium project, a proposed fully integrated spodumene ore-to-lithium hydroxide project and a second lithium hydroxide manufacturing train in Gaston County, North Carolina. The balance of our project portfolio includes strategic investments in lithium assets in Quebec, Canada, including the operating NAL mine; in Ghana, West Africa with Atlantic Lithium, including Ewoyaa; and in Newfoundland, Canada with Vinland Lithium.
We also had a proposed secondary merchant lithium hydroxide manufacturing plant as part of our Tennessee Lithium project. Planned capacity for the Tennessee plant was consolidated to Carolina Lithium in the third quarter of 2024 as part of a two-phased development plan at Carolina Lithium.
Basis of Presentation
Our consolidated financial statements and related notes have been prepared on the accrual basis of accounting in conformity with U.S. GAAP and in conformity with the rules and regulations of the SEC. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Our reporting currency is U.S. dollars, and we operate on a calendar fiscal year. These consolidated financial statements reflect all adjustments and reclassifications that, in the opinion of management, are considered necessary for a fair statement of the results of operations, financial position, and cash flows for the periods presented. Certain prior period amounts have been reclassified to be consistent with current period presentation.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions, and allocations that affect amounts reported in the consolidated financial statements and related notes. Significant items that are subject to such estimates and assumptions include, but are not limited to, long-lived assets, fair value of stock-based compensation awards and marketable securities, income tax uncertainties, valuation of deferred tax assets, contingent assets and liabilities, legal claims, asset impairments, provisional revenue adjustments, collectability of receivables, and environmental remediation. Actual results could differ due to the uncertainty inherent in the nature of these estimates.
We base our estimates and assumptions on current facts, historical experience, and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from our estimates. To the extent there are material differences between estimates and actual results, future results of operations will be affected.
Risk and Uncertainties
We are subject to a number of risks similar to those of other companies of similar size in our industry including, but not limited to, the success of our exploration and development activities, success of our equity method investments in international projects, permitting and construction delays, the need for additional capital or financing to fund operating losses and investments in our lithium projects and affiliates in Quebec and Ghana, lithium price risk, competition from substitute products and services, protection of proprietary technology, litigation, and dependence on key individuals.
Since inception, we have devoted substantial effort and capital resources to our exploration and development activities, permitting activities, and construction activities, which includes such activities in international projects as part of our equity method investments. We have incurred net losses and negative cash flows from operations, including net losses of $64.8 million and $21.8 million in the years ended December 31, 2024 and 2023, respectively. We have accumulated deficits of $191.6 million and $126.8 million as of December 31, 2024 and 2023, respectively.
F-10

The critical minerals value chain continues to experience headwinds, which have negatively impacted the prices of lithium we sell. As a development stage company, we expect to continue to recognize losses and generate negative cash flows from operations for the foreseeable future as we continue to fund our development and exploration activities.
In light of current market conditions, we implemented our 2024 Cost Savings Plan to reduce our operating expenses, delay capital expenditures into 2025 and beyond, and limit investments in our lithium projects and affiliates. We had available cash on hand of $87.8 million as of December 31, 2024. During the third quarter of 2024, we entered into a working capital facility whereby we may borrow up to $25.0 million based on the value of committed volumes of spodumene concentrate shipments occurring within the following twelve months. The Credit Facility contains a subjective acceleration clause that allows the lender to change the payment terms of the arrangement if there is a material change in our credit worthiness including acceleration of repayment up to the full amount of any outstanding borrowings. We had an outstanding balance on the Credit Facility of $25.0 million as of December 31, 2024. See Note 14—Debt Obligations.
Based on our operating plan, which includes our 2024 Cost Savings Plan and ongoing access to and utilization of the Credit Facility discussed above, we believe our cash on hand and the Credit Facility will be sufficient to fund our operations and meet our obligations as they come due for the twelve months following the date these consolidated financial statements are issued. However, we have based our estimate on assumptions that may prove to be wrong, and our operating plan may change as a result of many factors, including lithium pricing. As a result, we could deplete our capital resources sooner than we currently expect. No assurances can be given that any additional cost reduction strategies we undertake would be sufficient to meet our needs. We expect to finance our future cash needs through a combination of sales of non-core assets, equity offerings, debt financings, and strategic partnerships. If we are unable to obtain funding, we would be forced to delay, reduce, or eliminate some or all of our exploration and development activities and joint venture fundings, which could adversely affect our business prospects and ultimately our ability to operate.
Our long-term success is dependent upon our ability to successfully raise additional capital or financing or enter into strategic partnership opportunities. Our long-term success is also dependent upon our ability to obtain certain permits and approvals, develop our planned portfolio of projects, earn revenues, and achieve profitability. No assurances can be given that we will be able to successfully achieve these dependencies.
Proposed Merger with Sayona Mining
On November 18, 2024, we entered into the Merger Agreement with Sayona Mining, whereby Piedmont and Sayona Mining will be combined on a stock-for-stock basis where each share of Piedmont common stock, par value US$0.0001 per share, issued and outstanding immediately prior to the consummation of the Merger, subject to certain exclusions, shall be converted into the right to receive from Sayona Mining 527 Sayona Mining ordinary shares.
Consummation of the Merger, which is expected to occur in mid-2025, is subject to certain closing conditions, including requisite approvals of Piedmont’s stockholders and Sayona Mining’s shareholders of the Merger Agreement. The Merger Agreement contains certain termination rights in favor of Sayona Mining and Piedmont, including if the Merger is not consummated on or before September 30, 2025 or if the requisite approvals of Sayona Mining shareholders and Piedmont stockholders are not obtained.
The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to this Annual Report.
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue Recognition
We recognize revenue from product sales at a point in time when performance obligations are satisfied under the terms of contracts with our customers. A performance obligation is deemed to be satisfied when control of the product is transferred to our customer, which is typically upon delivery to the shipping carrier. Where a contract contains more than one distinct performance obligation, the transaction price is allocated to each performance obligation based on the standalone selling price of each performance obligation, although these situations do not occur frequently and are generally not built into our contracts. Revenue is measured as the amount of consideration expected to be received in exchange for transferring the products to our customers. Some contracts contain prepayment provisions which allow the customer to secure the right to receive their requested product volumes in a future period. Revenue from these contracts is initially deferred, thus creating a contract liability. Initial pricing is typically billed 5 days to 30 days after the departure of the shipment and is paid between 15 days to 75 days after the departure of the shipment. Final adjustments to prices may take longer to resolve. When the final price has not been resolved by the end of a reporting period, we estimate the expected sales price based on the initial price, market pricing, and known quality measurements.
F-11

We warrant to our customers that our products conform to mutually agreed product specifications.
We have elected to account for shipping and handling costs for spodumene concentrate contracts as fulfillment activities and not as promised goods or services; therefore, these activities are not considered separate performance obligations. We have elected the practical expedient relating to significant financing components and as such will not consider the possibility of a contract having a significant financing component (which would effectively attribute a portion of the sales price to interest income) unless, if at contract inception, the expected payment terms (from time of delivery or other relevant criterion) are more than one year.
Our lithium products are sold to global and regional customers in the electric vehicle and electronics markets, among others. We currently work with end users in a number of markets to tailor our products to their specifications and will work with these end users as we add more products.
Exploration Costs
We incur costs in resource exploration, evaluation and development during the different phases of our resource development projects. Exploration costs incurred before the declaration of proven and probable resources, which primarily include exploration, drilling, engineering, metallurgical test-work, and compensation for employees associated with exploration activities, are expensed as incurred. After proven and probable resources are declared, exploration and mine development costs necessary to bring the property to commercial capacity or increase the capacity or useful life are capitalized.
Foreign Currencies
These consolidated financial statements have been presented in our reporting currency, U.S. dollars.
Gains and losses arising from translations or settlements of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency translation adjustments resulting from the change in functional currency are included in “Other comprehensive (loss) income, net of tax,” and gains and losses resulting from foreign currency transactions are presented in “Other loss” in our consolidated financial statements.
Earnings per Share
We compute earnings per share in accordance with ASC Topic 260 – “Earnings per Share.” Basic net income (loss) per common share is computed by dividing net loss by the weighted-average number of shares of common shares outstanding during the period. Diluted net income (loss) per share of common stock is computed by giving effect to all potential dilutive shares of common stock, including options, RSUs and PRAs. Basic and diluted net income (loss) per share of common stock were the same for all periods presented as the impact of all potentially dilutive securities outstanding was anti-dilutive.
Stock-based Compensation
We record stock-based compensation in accordance with ASC Topic 718 – “Stock Compensation.” Equity-settled stock-based payments are provided to directors, officers, employees, consultants and other advisors. These stock-based payments are measured at the fair value of the equity instrument at the grant date in accordance with ASC Topic 718. Fair value is determined using the Black-Scholes valuation model as well as the Monte Carlo simulation. We have applied a graded (tranche-by-tranche) attribution method and we record stock-based compensation expense on an accelerated basis over the vesting period of the share award. Forfeitures are accounted for in the period incurred.
Fair Value of Financial Instruments
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
We follow ASC Topic 820 – “Fair Value Measurement,” which establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy categorizes assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The three levels are defined as follows:
Level 1:     Quoted prices (unadjusted) for identical assets or liabilities in active markets.
F-12

Level 2:     Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived from observable market data by correlation or other means.
Level 3:    Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The level within which the financial asset or liability is classified is determined based on the lowest level of significant input to the fair value measurement.
Income Taxes
We account for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In addition, deferred tax assets are also recorded with respect to net operating losses and other tax attribute carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when realization of the benefit of deferred tax assets is not deemed to be more likely than not. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
We intend to continue maintaining a valuation allowance on our deferred tax assets if, in our judgement, it appears that it is more likely than not that all or some portion of the asset will not be realized. When assessing the need for a valuation allowance, we considered all available evidence, including all potential sources of taxable income, future reversals of taxable temporary differences, projections of taxable income, and income from tax planning strategies, as well as any other available and relevant information. Existing valuation allowances are re-examined each period. If it were determined that it is more likely than not that a deferred tax asset will be realized, the appropriate amount of the valuation allowance, if any, would be released in the period this determination is made.
We only recognize a tax benefit after concluding that it is more likely than not that the benefit will be sustained upon audit by the respective taxing authority based solely on the technical merits of the associated tax position. Once the recognition threshold is met, we recognize a tax benefit measured as the largest amount of the tax benefit that, in our judgment, is greater than 50% likely to be realized. Interest and penalties related to income tax liabilities are included in “Income tax expense” in our consolidated statements of operations.
Equity Method Investments
We apply the equity method of accounting for investments when we have significant influence, but not controlling interest in the investee. Judgment regarding the level of influence over each equity method investment includes key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions, operational decision-making authority, and material intercompany transactions. In applying the equity method, we record the investment at cost and subsequently increase or decrease the carrying amount of the investment by our proportionate share of the net earnings or losses and other comprehensive income of the investee, adjusted for differences between their local GAAP and U.S. GAAP. Our investment balance is also adjusted for currency translation adjustments representing fluctuations between the functional currency of the investees. The carrying value of our equity method investments is reported as “Equity method investments,” adjustments related to foreign currency adjustments and our proportional shares of other comprehensive (loss) income is reported in “Accumulated other comprehensive loss” in our consolidated balance sheets. For all equity method investments, we record our share of an investee’s income or loss on a one-quarter lag. We evaluate material events occurring during the one-quarter lag to determine whether the effects of such events should be disclosed in our consolidated financial statements. We classify distributions received from equity method investments using the cumulative earnings approach in our consolidated statements of cash flows. A change in our proportionate share of an investee’s equity resulting from issuance of common shares or in-substance common shares by the investee to third parties is recorded as a gain or loss in our consolidated statements of operations in accordance with ASC Topic 323 – “Investments-Equity Method and Joint Ventures,” (Subtopic 10-40-1). We assess investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may be impaired. If a decline in the value of an equity method investment is determined to be other than temporary, then we record a loss as a component of our share of earnings or losses of the equity method investee in the current period. We recorded a loss of $2.2 million for impairment charges in the year ended December 31, 2023. No impairment losses were recorded on equity method investments for any other period presented. See Note 11—Equity Method Investments for further information on our equity method investments.
F-13

Leases
We account for leases in accordance with ASC Topic 842 – “Leases,” which requires lessees to recognize lease liabilities and ROU assets on the balance sheet for contracts that provide lessees with the right to control the use of identified assets. As part of this adoption, we made certain accounting policy elections which are detailed in the recently adopted accounting pronouncements sub-section in Note 15—Leases, to the consolidated financial statements in this Annual Report. We evaluate whether our contractual arrangements contain leases at the inception of such arrangements. Specifically, management considers whether we control the underlying asset and have the right to obtain substantially all of the economic benefits or outputs from the asset.
ROU lease assets represent our right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments. Both the ROU lease asset and liability are recognized as of the lease commencement date based on the present value of the lease payments over the lease term. Our leases do not provide an implicit borrowing rate that can readily be determined. Therefore, we apply a discount rate based on the incremental borrowing rate, which is determined using our synthetic credit rating and other information available as of the lease commencement date. ROU lease assets also include any lease payments made before their contractual due dates and exclude any lease incentives.
Our lease agreements may include options to extend the lease term or to terminate the lease early. We include options to extend or terminate leases upon determination of the ROU lease asset and liability when we are reasonably certain we will exercise these options. Operating lease expense attributable to lease payments is recognized on a straight-line basis over the lease term and is included in “Selling, general and administrative expenses” in our consolidated statements of operations.
We evaluate ROU assets for impairment consistent under our impairment of long-lived assets policy. We had no sales-type or finance leases as of December 31, 2024 and 2023.
Cash and Cash Equivalents
We consider all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. We maintain cash deposits with high credit quality financial institutions. The deposits with these financial institutions may exceed the federally insured limits; however, these deposits typically are redeemable upon demand. We have not experienced any losses because of these deposits and do not expect to incur any losses in the future.
Long-Lived Assets
Mining Interests
Mining interests are recorded at cost and include land acquisition payments and land option payments to landowners, which include legal fees and other direct costs to enter into these contract agreements. We own land, specifically surface properties and the associated mineral rights, as part of Carolina Lithium in the U.S., specifically in North Carolina. We have entered into exclusive option agreements or land acquisition agreements, which upon exercise, allow us to purchase, or in some cases lease, surface properties and the associated mineral rights in North Carolina from landowners. For those properties under option, no liability is recorded until we are certain of exercising the option. Mining interests in the exploration and development stage are not amortized until the underlying property is converted to the production stage, at which point the mining interests are depleted over the estimated recoverable proven and probable reserves.
Development stage mining interests represent interests in properties under development that contain proven and probable reserves. Exploration stage mining interests represent interests in properties that are believed to potentially contain mineralized material consisting of: (i) mineralized material within pits; mineralized material with insufficient drill spacing to qualify as proven and probable reserves as well as and mineralized material in close proximity to proven and probable reserves; (ii) around-mine exploration potential not immediately adjacent to existing reserves and mineralization, but located within the immediate mine area; (iii) other mine-related exploration potential that is not part of current mineralized material and is comprised mainly of material outside of the immediate mine area; (iv) greenfield exploration potential that is not associated with any other production, development or exploration stage property, as described above; or (v) any acquired right to explore or extract a potential mineral deposit. Our mineral rights generally are enforceable regardless of whether proven and probable reserves have been established.
Mine Development
Mine development assets include engineering and metallurgical test-work, drilling and other related costs to delineate an ore body, and the removal of overburden to initially expose an ore body at open pit surface mines. Costs incurred before mineral resources are classified as proven and probable reserves are expensed and recorded to “Exploration costs” in our consolidated statements of operations.
F-14

Capitalization of mine development project costs begins once mineral resources are classified as proven and probable reserves. Drilling and related costs are capitalized for an ore body where proven and probable reserves exist and the activities are directed at obtaining additional information on the ore body or converting mineralized material to proven and probable reserves. All other drilling and related costs are expensed as incurred. The cost of removing overburden and waste materials to access the ore body at an open pit mine prior to the production phase are referred to as pre-stripping costs. Pre-stripping costs will be capitalized during the development of an open pit mine. The removal, production, and sale of de minimis salable materials may occur during the development phase of an open pit mine and are assigned incremental mining costs related to the removal of that material. Mine development assets will be depleted using the units-of-production method based on estimated recoverable metric tons in proven and probable reserves. To the extent that these costs benefit an entire ore body, they will be depleted over the estimated life of the ore body. As of December 31, 2024, we had no wholly owned projects in the production phase, and we did not record depletion expense for any of our mine development assets.
Property, Plant and Equipment
Property, plant and equipment is recorded at cost, net of accumulated depreciation and depletion. Depreciation is computed on a straight-line basis over the estimated useful lives.
Impairment of Long-Lived Assets
Assets that are subject to depreciation, depletion, or amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable, or for non-depreciable assets in accordance with ASC Topic 360 – “Property, Plant, and Equipment.” Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating loss combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed before the end of its estimated useful life.
Recoverability of assets is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by an asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized at the amount by which the carrying amount exceeds the estimated fair value of the asset. The estimated fair value is determined using a discounted cash flow analysis. Any impairment in value is recognized as an expense in the period when the impairment occurs. We recognized $4.1 million in impairment charges associated with long-lived assets for the year ended December 31, 2024. We had no impairment charges for the year ended December 31, 2023.
Asset Retirement Obligations
We follow the provisions of ASC Topic 410 – “Asset Retirement and Environmental Obligations,” which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment, or other disposal of long-lived tangible assets arising from the acquisition, construction, or development and for normal operations of such assets. We record the fair value of a liability for an asset retirement obligation as an asset and liability when there is a legal obligation associated with the retirement of a tangible long-lived asset and the liability can be reasonably estimated. The legal obligation to perform the asset retirement activity is unconditional, even though uncertainty may exist about the timing and/or method of settlement that may be beyond the entity’s control. See Note 19—Commitments and Contingencies.
Restructuring and Impairment
We accrue for severance and other employee separation costs under these actions when it is probable that benefits will be paid and the amount is reasonably estimable. The rates used in determining severance accruals are based on existing plans, historical experiences, and negotiated settlements. If the amounts and timing of cash flows from restructuring activities are significantly different from what we have estimated, the actual amount of restructuring and other related charges could be materially different, either higher or lower, than those we have recorded. Costs directly related to the restructuring effort, such as legal fees, and care and maintenance of facilities we are exiting are expensed in the period incurred. For a full description of our restructuring actions, see Note 6—Restructuring and Impairment.
F-15

Recently Issued Accounting Standards Not Yet Adopted
In November 2024, the FASB issued guidance, Disaggregation of Income Statement Expenses, which requires the disaggregation of certain expenses in the notes to the consolidated financial statements, to provide enhanced transparency into the expense captions presented on the face of the income statement. As amended in January 2025, this guidance will be effective for annual reporting periods beginning with the fiscal year beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this guidance may be applied either prospectively or retrospectively. With the exception of expanding disclosures to include more granular income statement expense categories, we do not expect the adoption of this guidance to have a material effect on our consolidated financial statements taken as a whole.
In December 2023, the FASB issued guidance, Improvements to Income Tax Disclosures, which requires enhanced income tax disclosures, including disaggregation of information in the rate reconciliation table and disaggregated information related to income taxes paid. The amendments in guidance are effective for the fiscal year ending December 31, 2025. We are currently evaluating the impact that this update will have on the disclosures in our consolidated financial statements.
Recently Issued and Adopted Accounting Pronouncements
In November 2023, the FASB issued guidance, Improvements to Reportable Segment Disclosures, requiring public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in the guidance, as well as all existing segment disclosures and reconciliation requirements on an interim and annual basis. We adopted the guidance during the year ended December 31, 2024. See Note 17—Segment Reporting in the accompanying notes to our consolidated financial statements for further details.
We have considered the applicability and impact of all other recently issued accounting pronouncements and have determined that they were either not applicable or were not expected to have a material impact on our consolidated financial statements.
3.REVENUE
Our sales based on a provisional price contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from the sale of the concentrates at the forward price at the time of sale. The embedded derivative, which is not designated for hedge accounting, is recorded at fair value with any changes recognized as revenue each period prior to final settlement. We warrant to our customers that our products conform to mutually agreed product specifications.
100% of revenue was related to four customers for the year ended December 31, 2024 and three customers for the year ended December 31, 2023. All sales related to these customers originated in North America. We evaluate the collectability of our accounts receivable on an individual customer basis. Our reserve for credit losses was nil as of December 31, 2024.
We may be subject to provisional revenue adjustments associated with commodity price fluctuations for our spodumene concentrate sales. In some cases, these adjustments are unknown until final settlement. As of December 31, 2024, approximately 24,350 dmt with an average provisional price of $745 per dmt were subject to final pricing over the next several months.
Revenue and provisional adjustments are reflected in the following table:
Years Ended December 31,
(in thousands) 2024 2023
Spodumene concentrate sales $ 98,267  $ 54,898 
Provisional revenue adjustments 1,610  (15,081)
Revenue $ 99,877  $ 39,817 
Contract Liabilities
Contract liabilities represent payments received from customers in advance of the satisfaction of performance obligations. There were no contract liabilities as of December 31, 2024 and 2023.
F-16

4.STOCK-BASED COMPENSATION
Stock Incentive Plan
Under our Stock Incentive Plan, we are authorized to grant 3,000,000 shares, or share equivalents, of stock options, stock appreciation rights, restricted stock units, and restricted stock, any of which may be performance based. Our Leadership and Compensation Committee determines the exercise price for stock options and the base price of stock appreciation rights, which may not be less than the fair market value of our common stock on the date of grant. Generally, stock options and stock appreciation rights fully vest after three years of service and expire at the end of ten years from the date of grant. PRAs vest upon achievement of certain pre-established performance targets that are based on specified performance criteria over a performance period. As of December 31, 2024, 1,412,628 shares of common stock were available for issuance under our Stock Incentive Plan.
We include the expense related to stock-based compensation in the same financial statement line item as cash compensation paid to the same employee. As of December 31, 2024, we had remaining unvested stock-based compensation expense of $4.9 million to be recognized through December 31, 2026. Additionally, and if applicable, we capitalize personnel expenses, including stock-based compensation expenses, attributable to the development of our mine and construction of our plants. We recognize share-based award forfeitures as they occur.
The components and presentation of stock-based compensation are presented in the following table:
Years Ended December 31,
(in thousands) 2024 2023
Components of stock-based compensation:
Stock-based compensation $ 11,087  $ 9,770 
Forfeitures (630) (21)
Stock-based compensation, net of forfeitures
$ 10,457  $ 9,749 
Presentation of stock-based compensation in the consolidated financial statements:
Exploration costs $ $ 154 
Selling, general and administrative expenses 7,982  9,362 
Restructuring and impairment charges 2,162  — 
Stock-based compensation expense, net of forfeitures(1)
10,152  9,516 
Capitalized stock-based compensation(2)
305  233 
Stock-based compensation, net of forfeitures
$ 10,457  $ 9,749 
__________________________
(1)We did not reflect a tax benefit associated with stock-based compensation expense in our consolidated statements of operations because we had a full tax valuation allowance during these periods. As a result, the table above does not reflect the tax impacts of stock-based compensation expense.
(2)These costs relate to direct labor costs associated with our lithium projects and are included in “Property, plant and mine development, net” in our consolidated balance sheets.
Stock Option Awards
Stock options may be granted to employees, officers, non-employee directors, and other service providers. For stock option awards, the fair value is estimated at the date of grant using the Black-Scholes valuation model, and the expense is recognized over the option vesting period.
The following assumptions were used to estimate the fair value of stock options granted during the periods presented below:
Years Ended December 31,
2024 2023
Expected life of options (in years)
6.3 - 6.4
6.2 - 6.4
Risk-free interest rate
4.2% - 4.3%
3.9% - 4.2%
Assumed volatility
35% - 40%
40%
Expected dividend rate
F-17

Restricted Stock Unit Awards
RSUs may be granted to employees and non-employee directors and recognized as stock-based compensation expense over the vesting period, subject to the passage of time and continued service during the vesting period, based on the market price of our common stock on the grant date. In some instances, awards may vest concurrently with or following an employee’s termination.
Performance Rights Awards
As of December 31, 2024, there were 3,622 vested and unissued Milestone PRAs and 280,256 unvested TSR PRAs. The awards become eligible to vest only if certain goals are achieved and will vest only if the grantee remains employed by the Company through each applicable vesting date, subject to certain accelerated vesting terms for qualified terminations. Each performance right converts into one share of common stock upon vesting of the performance right.
We determined the fair value of Milestone PRAs based upon the market price of our common stock on the grant date. Milestone PRAs are subject to certain milestones related to construction, feasibility studies, and offtake agreements, which must be satisfied in order for PRAs to vest.
We estimated the fair value of the TSR PRAs at the grant date using a Monte Carlo simulation. The Monte Carlo simulation fair value model requires the use of highly subjective and complex assumptions, including price volatility of the underlying stock to simulate a range of possible future stock prices for the Company and each member of the peer group over the performance periods to determine the grant date fair value. Compensation expense is recognized based upon the assumption of 100% achievement of the TSR goal and is reflected over the service period of the award. Compensation expense will not be reversed even if the threshold level of TSR is never achieved. The number of shares that may vest ranges from 0% to 200% of the target amount and is based on actual performance at the end of each performance period ranging from 1 year to 3 years.
The following assumptions were used in the Monte Carlo simulation for TSR PRAs granted during periods presented below:
Years Ended December 31,
2024 2023
Expected term (in years)
1 -3
1 - 3
Risk-free interest rate
4.7% - 4.8%
4.9%
Assumed volatility 50% 60%
Expected dividend yield
A summary of activity relating to our share-based awards is reflected in the following table:
(in thousands) Stock Option Awards Weighted-Average Exercise Price
(per share)
Restricted Stock Units Weighted-Average Grant-Date Fair Value
(per share)
Performance Rights Awards Weighted-Average Grant-Date Fair Value
(per share)
December 31, 2022 265  $ 52.23  36  $ 57.12  44  $ 54.27 
Granted 72  0.07 71  60.94  69  100.57 
Exercised or surrendered (2) 0.03 (25) 58.65  (22) 54.27 
Forfeited —  —  (2) 51.81  (5) 62.56 
Expired/Vested (40) 30.94  —  —  —  — 
December 31, 2023 295  58.99  80  60.07  86  90.80 
Granted 325  16.00  317  14.13  252  14.89 
Exercised or surrendered —  —  — 
Forfeited (7) 55.00  (52) 20.81  (17) 53.38 
Expired/Vested —  —  (125) 29.82  (37) 100.00 
December 31, 2024 613  $ 36.21  220  $ 20.41  284  $ 24.45 
Vested at December 31, 2024 223  $ 56.65 
F-18

December 31, 2024
(in thousands) Stock Option Shares
Outstanding
Stock Option Shares
Vested
Weighted average remaining contractual term (in years) 6 8
Aggregate intrinsic value of share options $ —  $ — 
5.EMPLOYEE BENEFIT PLAN
Our employees may participate in our 401(k) Plan, a defined contribution plan which qualifies under Section 401(k) of the Internal Revenue Code. Our 401(k) Plan was effective on January 1, 2022. Participating employees may contribute up to 100% of their pre-tax earnings up to the statutory limit.
401(k) matching contribution expense is included in “Selling, general and administrative expenses” in our consolidated statements of operations as follows:
Years Ended December 31,
(in thousands) 2024 2023
401(k) matching contribution expense
$ 242  $ 262 
6.RESTRUCTURING AND IMPAIRMENT
During the first quarter of 2024, our Board approved the 2024 Cost Savings Plan in response to the lithium market downturn. As part of our 2024 Cost Savings Plan, we reduced operating costs, mainly within corporate overhead, deferred capital spending to 2025 and beyond, and limited cash investments in and advances to affiliates. We reduced our workforce by 28% in the first quarter of 2024 and lowered third-party spending consisting primarily of professional fees and other operating costs. As a result of our initial reduction in workforce, we recorded $1.8 million in severance and employee benefits costs in the three months ended March 31, 2024.
In August 2024, we announced plans to streamline our U.S. lithium hydroxide production plans in favor of shifting our proposed Tennessee Lithium conversion capacity to Carolina Lithium in a phased approach, thereby allowing us to deploy capital and technical resources more efficiently. During the year ended December 31, 2024, and in connection with this shift, we recorded restructuring and impairment charges associated with Tennessee Lithium totaling $0.3 million to continue operating the monofill operations which we plan to sell or decommission in the near future.
Due to the prolonged lithium market downturn, we expanded our 2024 Cost Savings Plan and further reduced our workforce, including operational and corporate staff, by 32% in October 2024. We recorded charges in the fourth quarter of 2024 associated with this further reduction in workforce of approximately $2.8 million, which consisted of $1.2 million in cash severance and employee benefits and $1.6 million in non-cash stock compensation expense. As part of our 2024 Cost Savings Plan, we reduced our total workforce by 62% in the year ended December 31, 2024.
F-19

The following table presents the components of restructuring and impairment charges associated with our 2024 Cost Savings Plan for the year ended December 31, 2024. There were no restructuring and impairment charges during the year ended December 31, 2023.
Years Ended December 31,
(in thousands) 2024 2023
Severance and employee benefits costs(1)
$ 2,532  $ — 
Stock compensation expense(2)
2,162  — 
Exit costs(3)
949  — 
Other restructuring related expenses(4)
138  — 
Total restructuring charges 5,781  — 
Impairment charges(5)
4,070  — 
Total restructuring and impairment charges $ 9,851  $ — 
__________________________
(1)    Severance costs primarily relate to cash severance and employee health insurance costs.
(2)    Non-cash stock compensation expense relates to accelerated vesting of certain stock-based compensation awards in connection with our reduction in workforce.
(3)    Exit costs relate to the consolidation of our corporate office to a single location in Belmont, North Carolina, and operational costs of our monofill disposal facility in Tennessee.
(4)    Other restructuring charges include contract termination costs and other costs as part of our 2024 Cost Savings Plan.
(5)    Impairment charges relate to land, capitalized construction and development costs, and other fixed assets related to the conversion of our legacy Tennessee Lithium project to Carolina Lithium.
The following table presents the summary of activity in our restructuring accrual:
(in thousands) Severance Costs Facility Exit Costs Other Restructuring Total
Accrual at December 31, 2023 $ —  $ —  $ —  $ — 
Restructuring charges 4,694  949  138  5,781 
Cash payments and settlements (1,586) (907) (74) (2,567)
Stock-based compensation (2,162) —  —  (2,162)
Accrual at December 31, 2024 $ 946  $ 42  $ 64  $ 1,052 
Accrued restructuring is included as a current liability in “Accrued expenses” in our consolidated balance sheets.
7.OTHER LOSS
The following table reflects the components of “Other loss” as reported in our consolidated statements of operations:
Years Ended December 31,
(in thousands) 2024 2023
Gain on equity securities $ 755  $ — 
Loss on sale of assets (791) — 
Other (303) (91)
Other loss $ (339) $ (91)
The gain on equity securities relates to realized and unrealized gains (losses) of our investments in marketable and equity securities. Loss on sale of assets primarily relates to our sale or disposal of property, plant and mine development assets. Other loss includes foreign currency exchange loss primarily related to our foreign bank accounts denominated in Canadian dollars and Australian dollars and marketable securities denominated in Australian dollars.
F-20

8.EARNINGS PER SHARE
We compute basic and diluted earnings per common share by dividing net earnings by the respective weighted-average number of common shares outstanding for the periods presented. Our calculation of diluted earnings per common share also includes the dilutive effects for the assumed vesting of outstanding options, RSUs, and PRAs based on the treasury stock method. In computing diluted earnings per share, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options. Diluted earnings per share excludes all potentially dilutive shares if their effect is anti-dilutive.
Basic and diluted net loss per share is reflected in the following table:
Years Ended December 31,
(in thousands, except per share amounts) 2024 2023
Net loss $ (64,761) $ (21,777)
Weighted-average number of common shares used in calculating basic earnings per share
19,618  19,033 
Basic and diluted net loss per weighted-average share $ (3.30) $ (1.14)
Potentially dilutive shares were not included in the calculation of diluted net loss per share because their effect would have been anti-dilutive in those periods. PRAs were not included as their performance obligations had not been met as of the end of the reporting period. The potentially dilutive and anti-dilutive shares not included in diluted net loss per share are presented in the following table:
(in thousands) December 31,
2024
December 31,
2023
Stock options 613  295 
RSUs 220  80 
PRAs 284  86 
Total potentially dilutive shares 1,117  461 
9. INCOME TAXES
Loss before income taxes and current and deferred income tax expense are composed of the following:
Years Ended December 31,
(in thousands) 2024 2023
Domestic $ (56,354) $ (30,116)
Foreign (11,539) 11,445 
Total $ (67,893) $ (18,671)
The reconciliation of the U.S. federal statutory tax rate to our effective income tax rate is as follows:
Years Ended December 31,
(in thousands) 2024 2023
Benefit at statutory rate (21%) $ (14,194) $ (3,921)
Foreign rate differential (3,025) 766 
U.S. inclusion of foreign earnings 1,992  265 
Executive compensation 898  1,022 
Research and development tax credit —  (391)
Permanent items 808  298 
Branch deferred taxes —  1,749 
State taxes (4,084) 960 
Change in valuation allowance 14,473  2,358 
Income tax (benefit) expense $ (3,132) $ 3,106 
F-21

Tax benefit was $3.1 million for the year ended December 31, 2024 and consisted of $3.1 million in foreign current tax expense, partially offset by a $6.3 million in foreign deferred tax benefit. Tax expense was $3.1 million for the year ended December 31, 2023 and related entirely to foreign deferred taxes.
Deferred income tax assets and liabilities recorded in the consolidated balance sheets consisted of the following:
(in thousands) December 31,
2024
December 31,
2023
Deferred tax assets
Accrued expenditures $ 491  $ 773 
Exploration expenditures 363  363 
Stock-based compensation 1,796  1,593 
Tax carryforwards 27,029  26,693 
Equity method investments 4,782  — 
Other deferred tax assets 1,942  1,556 
Gross deferred tax assets 36,403  30,978 
Valuation allowance (35,464) (19,791)
Deferred tax assets $ 939  $ 11,187 
Deferred tax liabilities
Equity method investments $ —  $ (16,164)
Other deferred tax liabilities (939) (1,046)
Deferred tax liabilities (939) (17,210)
Net deferred tax liabilities $ —  $ (6,023)
Net deferred tax liabilities decreased $6.0 million in the year ended December 31, 2024 as compared to the year ended December 31, 2023. The decrease was driven by the sale of Sayona Mining shares during the year ended December 31, 2024.
Changes in the balances of our deferred tax asset valuation allowance were as follows:
Years Ended December 31,
(in thousands) 2024 2023
Beginning balance $ 19,791  $ 17,751 
Charged to other accounts 1,200  (317)
Charged to income tax expense 14,473  2,357 
Ending balance $ 35,464  $ 19,791 
Total net operating losses available were as follows:
(in thousands) December 31,
2024
December 31,
2023
Begin to Expire
U.S. - Federal $ 16,026  $ 14,833  2037 — Indefinite
U.S. - State —  —  2032
Australia - Federal 353  3,923  Indefinite
Australia - Capital —  259  Indefinite
Total net operating losses $ 16,379  $ 19,015 
During the year ended December 31, 2024, we increased our reserve for uncertain income tax positions by $0.2 million related to research and development tax credits. As of December 31, 2024, we did not record accrued interest or penalties, nor did we record unrecognized net tax benefits that, if recognized, would affect our effective tax rate in any future period. We do not expect our unrecognized tax benefits will significantly change within the next twelve months. Interest and penalties related to income tax matters are classified as a component of income tax expense.
F-22

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:
Years Ended December 31,
(in thousands) 2024 2023
Beginning balance $ (98) $ — 
Additions for tax positions related to prior years (203) (60)
Additions for tax positions related to current year —  (38)
Ending balance $ (301) $ (98)
We file income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and in various international jurisdictions. Our tax filings remain subject to audits by applicable tax authorities for a certain length of time following the tax year to which those filings relate. Tax years 2017 and forward generally remain open for examination for federal and state tax purposes. Tax years 2009 and forward generally remain open for examination for foreign tax purposes.
10.PROPERTY, PLANT AND MINE DEVELOPMENT
Property, plant and mine development, net, is presented in the following table:
(in thousands) Useful Lives (Years) December 31,
2024
December 31,
2023
Mining interests $ 89,781  $ 81,481 
Mine development 8,489  6,255 
Land 720  3,259 
Leasehold improvements
5 - 7
313  401 
Facilities and equipment
3 - 39
808  916 
Construction in process 34,908  35,101 
Property, plant and mine development 135,019  127,413 
Accumulated depreciation (475) (327)
Property, plant and mine development, net $ 134,544  $ 127,086 
Mining interests and mine development costs relate to Carolina Lithium. Our construction in process primarily relates to capitalized engineering costs associated with our planned hydroxide plant at Carolina Lithium.
Depletion of mining interests and mine development assets does not commence until the assets are placed in service. As of December 31, 2024, we have not recorded depletion expense for any of our mining interests or mine development assets.
Depreciation expense is included in “Selling, general and administrative expenses” in our consolidated statements of operations as follows:
Years Ended December 31,
(in thousands) 2024 2023
Depreciation expense $ 231  $ 241 
F-23

11.EQUITY METHOD INVESTMENTS
We apply the equity method to investments when we have the ability to exercise significant influence over the operational decision-making authority and financial policies of the investee.
The following table summarizes the carrying amounts, including changes therein, of our equity method investments:
(in thousands)
Sayona Mining(1)
Sayona Quebec
Atlantic Lithium(2)
Vinland Lithium Total
Balance at December 31, 2022 $ 44,620  $ 39,763  $ 11,265  $ —  $ 95,648 
Initial investment(3)
—  —  —  1,746  1,746 
Additional investments 552  30,900  41  —  31,493 
Gain on dilution of equity method investments(4)
16,850  —  125  —  16,975 
Impairment of equity method investment(5)
(2,242) —  —  —  (2,242)
(Loss) income from equity method investments (304) 4,433  (1,693) —  2,436 
Foreign currency translation adjustment of equity method investments 18  1,456  87  45  1,606 
Balance at December 31, 2023 59,494  76,552  9,825  1,791  147,662 
Additional investments —  14,961  —  21  14,982 
Gain on dilution of equity method investments(6)
—  —  186  —  186 
Loss from equity method investments (2,094) (15,309) (198) (219) (17,820)
Foreign currency translation adjustments of equity method investments 1,228  (6,032) 856  (130) (4,078)
Net proceeds from sale of shares (41,413) —  (7,690) —  (49,103)
(Loss) gain on sale of shares of equity method investments(7)
(17,215) —  3,143  —  (14,072)
Transfer to investments in marketable securities —  —  (6,122) —  (6,122)
Balance at December 31, 2024 $ —  $ 70,172  $ —  $ 1,463  $ 71,635 
__________________________
(1)As of March 31, 2024, Sayona Mining was no longer accounted for as an equity method investment. During the three months ended March 31, 2024, we sold 1,249,806,231 shares of Sayona Mining for an average of $0.03 per share. The shares sold represented our entire holding in Sayona Mining, which was approximately 12% of Sayona Mining’s outstanding shares, and resulted in net proceeds of $41.4 million. The sale of these shares has no impact on our joint venture or offtake rights with Sayona Quebec.
(2)As of March 31, 2024, Atlantic Lithium was no longer accounted for as an equity method investment. During the three months ended March 31, 2024, we sold 24,479,868 shares of Atlantic Lithium for an average $0.32 per share. The shares sold represented approximately 4% of Atlantic Lithium’s outstanding shares and resulted in net proceeds of $7.7 million. In connection with the sale of the shares, we no longer hold a board seat with Atlantic Lithium and therefore do not exercise significant influence. Our remaining investment in Atlantic Lithium represents approximately 5% of Atlantic Lithium’s outstanding shares as of December 31, 2024, and is accounted for as an investment in marketable securities and presented at fair value at each reporting date based on the closing price of Atlantic Lithium’s share price on the ASX. See Note 13—Other Assets and Liabilities. Our reduced ownership in Atlantic Lithium has no impact on our earn-in or offtake rights with Atlantic Lithium and the Ewoyaa project.
(3)Initial investment includes transaction costs of $0.3 million for the year ended December 31, 2023.
(4)Gain on dilution of equity method investments relates to issuances of additional shares of Sayona Mining and Atlantic Lithium, which reduced our ownership interest in both Sayona Mining and Atlantic Lithium.
(5)Impairment of equity method investment represents the difference between the carrying value, which includes $46.3 million in accumulated gains on dilution, and fair value of Sayona Mining as of December 31, 2023, and is included (loss) income from equity method investments in our consolidated statements of operations.
(6)Gain on dilution of equity method investments relates to the exercise of stock options and share grants, which resulted in a reduction of our ownership in Atlantic Lithium, and is included in “Gain (loss) on sale of equity method investments” in our consolidated statements of operations.
(7)Amounts reclassified from accumulated other comprehensive loss to net loss related to the sale of shares of equity method investments were $3.0 million and $0.6 million, net of tax, for Sayona Mining and Atlantic Lithium, respectively.
Sayona Quebec
We own an equity interest of 25% in Sayona Quebec for the purpose of furthering our investment and strategic partnership in Quebec, Canada. The remaining 75% equity interest is held by Sayona Mining. Sayona Quebec holds a 100% interest in NAL, which consists of a surface mine and a concentrator plant, as well as Authier and Tansim.
We hold a life-of-mine offtake agreement with Sayona Quebec for the greater of 113,000 dmt or 50% of spodumene concentrate production per year. Our purchases of spodumene concentrate from Sayona Quebec are subject to market pricing with a price floor of $500 per dmt and a price ceiling of $900 per dmt for a grade of 6.0% spodumene concentrate.
F-24

In addition to lithium mining and concentrate production, NAL owns a partially completed lithium carbonate plant, which was developed by a prior operator of NAL. Sayona Quebec completed a preliminary technical study for the completion and restart of the NAL carbonate plant during the year ended December 31, 2023. If we decide to construct and operate a lithium conversion plant with Sayona Mining through our joint venture, Sayona Quebec, then spodumene concentrate produced from NAL would be preferentially delivered to that conversion plant upon commencement of conversion operations. Any remaining spodumene concentrate not delivered to the conversion plant would first be sold to us up to our offtake right and then to third-parties. Any decision to construct jointly-owned lithium conversion capacity must be agreed upon by both parties.
In the year ended December 31, 2024, NAL produced approximately 193,162 dmt of spodumene concentrate and shipped approximately 200,800 dmt, of which approximately 116,700 dmt were sold to Piedmont Lithium. We sold approximately 116,700 dmt of spodumene concentrate and recognized $99.9 million in revenue with a realized sales price of $856 per dmt and a realized costs of sales of $763 per dmt.
In the year ended December 31, 2023, NAL produced approximately 98,800 dmt of spodumene concentrate and shipped approximately 72,100 dmt, of which approximately 43,200 dmt were sold to Piedmont Lithium. We sold approximately 43,200 dmt of spodumene concentrate and recognized $39.8 million in revenue with a realized sales price of $920 per dmt and a realized costs of sales of $789 per dmt.
Realized costs of sales is the average costs of sales based on our offtake pricing agreement with Sayona Quebec for the purchase of spodumene concentrate at a market price subject to a floor of $500 per dmt and a ceiling of $900 per dmt, with adjustments for product grade, and freight.
We had payables to NAL totaling $6.7 million and $0.2 million as of December 31, 2024 and 2023, respectively. Payables to NAL are reported as “Payables to affiliates” in our consolidated balance sheets.
Vinland Lithium
We own an equity interest of approximately 20% in Vinland Lithium, a Canadian-based entity jointly owned with Sokoman Minerals and Benton Resources. Vinland Lithium owns Killick Lithium, a large exploration property prospective for lithium located in southern Newfoundland, Canada. We have entered into an earn-in agreement with Vinland Lithium to acquire up to a 62.5% equity interest in Killick Lithium through current and future phased investments.
Summarized Financial Information
Our share of (loss) income from equity method investments is recorded on a one-quarter lag and is derived from the balances below, which have been compiled from information provided to us by Sayona Quebec, and is presented in accordance with U.S. GAAP.
Years Ended December 31,
(in thousands) 2024 2023
Summarized statement of operations information:
Revenue $ 103,878  $ 58,514 
Gross (loss) profit (58,232) 16,580 
Net (loss) income from operations (62,846) 17,733 
Net (loss) income (61,233) 17,733 
 
Summarized balance sheet information:
Current assets 92,506  116,446 
Non-current assets 316,448  261,662 
Current liabilities 64,863  38,581 
Non-current liabilities 29,115  53,576 
F-25

12.ADVANCES TO AFFILIATES
Advances to affiliates consisted of the following:
(in thousands) December 31,
2024
December 31,
2023
Ewoyaa $ 36,929  $ 26,378 
Killick Lithium 2,619  1,811 
Total advances to affiliates $ 39,548  $ 28,189 
Advances to affiliates relate to staged investments for future planned lithium projects. We have a strategic partnership with Atlantic Lithium that includes Atlantic Lithium Ghana’s flagship Ewoyaa project. Under our partnership, we entered into a project agreement to acquire a 50% equity interest in Atlantic Lithium Ghana in two phases, with each phase requiring us to make future staged investments in Ewoyaa over a period of time in order to earn our additional equity interest. We have an earn-in agreement with Vinland Lithium to acquire up to a 62.5% equity interest in Killick Lithium.
Our maximum exposure to a loss as a result of our involvement in Ewoyaa and Killick Lithium is limited to the total amount funded by Piedmont Lithium to Atlantic Lithium and Vinland Lithium, respectively. As of December 31, 2024, we did not own an equity interest in Atlantic Lithium Ghana or Killick Lithium. We have made advances to Atlantic Lithium for Ewoyaa totaling $10.6 million and $9.4 million in the years ended December 31, 2024 and 2023, respectively. We have made advances to Vinland Lithium for Killick Lithium totaling $0.8 million and $1.8 million in the years ended December 31, 2024, and 2023 respectively.
Ewoyaa
We completed Phase 1 of our investment in mid-2023, which allows us 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 our intention to proceed with additional funding contemplated under Phase 2, which mainly consists of construction and development activities for Ewoyaa. Atlantic Lithium issued their DFS for Ewoyaa in June 2023. In August 2023, we supplied Atlantic Lithium with notification of our intent to proceed with additional funding for Phase 2. Our future equity interest ownership under Phase 1 remains subject to government approvals. Phase 2 allows us 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. Upon issuance of our equity interest associated with Phase 1 and completion and issuance of our equity interested associated with Phase 2, we expect to have a total equity interest of 50% in Atlantic Lithium Ghana. Atlantic Lithium Ghana, in turn, will hold an 81% interest in the Ewoyaa project net of the interests that will be held by the Ghanaian government and MIIF, resulting in an effective ownership interest of 40.5% in Ewoyaa, by Piedmont Lithium.
Killick Lithium
In October 2023, we entered into an earn-in agreement with Vinland Lithium to acquire up to a 62.5% equity interest in Killick Lithium through current and future phased investments. As part of our investment, we entered into a marketing agreement with Killick Lithium for 100% marketing rights and right of first refusal to purchase 100% of all lithium products produced by Killick Lithium on a life-of-mine basis at competitive commercial pricing.
13.OTHER ASSETS AND LIABILITIES
Other current assets consisted of the following:
(in thousands) December 31,
2024
December 31,
2023
Marketable securities $ 6,870  $ — 
Prepaid and other current assets 2,095  3,345 
Equity securities 221  484 
Total other current assets $ 9,186  $ 3,829 
Our investments in marketable securities as of December 31, 2024 consisted of common shares in Atlantic Lithium, a publicly traded company on the ASX. During the year ended December 31, 2024, we recognized a gain totaling $1.0 million based on changes to fair value of the marketable securities. Prior to March 31, 2024, we accounted for Atlantic Lithium under the equity method of accounting. See Note 11—Equity Method Investments.
F-26

Our investment in equity securities consisted of common shares in Ricca, a private company focused on gold exploration in Africa. We recognized losses of $0.2 million on the equity securities based on changes in observable market data during the year ended December 31, 2024.
We had no changes to fair value of marketable or equity securities in the year ended December 31, 2023.
Other non-current assets consisted of the following:
(in thousands) December 31,
2024
December 31,
2023
Operating lease ROU assets $ 988  $ 1,371 
Asset retirement obligation, net 386  414 
Other non-current assets 145  379 
Total other non-current assets $ 1,519  $ 2,164 
Asset retirement obligation is net of accumulated amortization of $35 thousand, and $7 thousand as of December 31, 2024 and 2023, respectively.
Other current liabilities consisted of the following:
(in thousands) December 31,
2024
December 31,
2023
Current tax payable (Note 9) $ 3,114  $ — 
Operating lease liabilities 169  312 
Interest payable 80  — 
Accrued provisional revenue adjustment —  29,151 
Total other current liabilities $ 3,363  $ 29,463 
We recognize revenue from product sales at a point in time when performance obligations are satisfied under the terms of contracts with our customers. When the final price has not been resolved by the end of a reporting period, we estimate the expected sales price based on the initial price, market pricing, and known quality measurements. Differences between payments received and the estimated sales price, which resulted in a liability, are recorded as accrued provisional revenue adjustments. We had no outstanding liability for accrued provisional revenue adjustments as of December 31, 2024.
Other non-current liabilities consisted of the following:
(in thousands) December 31,
2024
December 31,
2023
Long term tax payable (Note 9) $ 543  $ — 
Asset retirement obligation liability 474  431 
Total other non-current liabilities $ 1,017  $ 431 
Asset Retirement Obligations
We follow the provisions of ASC Topic 410 – “Asset Retirement and Environmental Obligations,” which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets. We record the fair value of a liability for an asset retirement obligation as an asset and liability when there is a legal obligation associated with the retirement of a tangible long-lived asset and the liability can be reasonably estimated. The legal obligation to perform the asset retirement activity is unconditional, even though uncertainty may exist about the timing and/or method of settlement that may be beyond the entity’s control.
During the year ended December 31, 2023, we recognized an asset retirement obligation of $0.4 million related to the acquisition of a monofill disposal facility in Etowah, Tennessee, for Tennessee Lithium. In determining the asset retirement obligation, we calculated the present value of the estimated future cash flows required to reclaim the disturbed areas and perform any required monitoring. The Tennessee Department of Environment and Conservation requires that closure and post-closure obligations of the disposal facility be covered by a surety bond.
F-27

Surety bonds securing closure and post-closure obligations at December 31, 2024 and 2023 totaled $3.3 million and $3.2 million, respectively.
14.DEBT OBLIGATIONS
(in thousands) Credit Facility Mining interest financed by sellers Insurance premium financing loan Total debt obligations
Balance at December 31, 2022 $ —  $ 588  $ —  $ 588 
Debt payments —  (425) —  (425)
Balance at December 31, 2023 —  163  —  163 
Proceeds from Credit Facility 35,198  —  —  35,198 
Insurance premiums financed —  —  2,117  2,117 
Noncash additions —  5,277  —  5,277 
Settlements of Credit Facility (10,202) —  —  (10,202)
Debt payments —  (545) (1,884) (2,429)
Balance at December 31, 2024 $ 24,996  $ 4,895  $ 233  $ 30,124 

(in thousands) December 31,
2024
December 31,
2023
Total debt obligations 30,124  163 
Current debt obligations (26,472) (149)
Long-term debt, net of current portion $ 3,652  $ 14 
Credit Facility
On September 11, 2024, we entered into a working capital facility, whereby we may borrow up to $25.0 million based on the value of committed volumes of spodumene concentrate occurring within the following twelve months. The outstanding balance under the facility is settled each time a vessel completes loading with volumes that have been committed under the terms of the facility. Interest is payable quarterly at the rate of SOFR plus 2.4%. The lender has the right to modify the payment terms of the Credit Facility in the event we experience a material change in creditworthiness. The Credit Facility expires on September 11, 2027 but may be extended through December 31, 2028.
We may borrow up to 40% of the value of committed volumes of spodumene concentrate unless we elect to enter into a fixed-price arrangement with the lender that would allow us to increase borrowing up to 75% of the value of future, committed volumes of spodumene concentrate through December 31, 2027. We determined the fixed-price arrangement to be an embedded derivative that must be bifurcated from the Credit Facility. The fair value of the embedded derivative was immaterial as of December 31, 2024. We re-evaluate the fair value of the fixed-price arrangement at the end of each reporting period.
Mining Interests Financed by Sellers
We have entered into long-term debt agreements to purchase surface properties and the associated mineral rights from landowners that form part of mining interests reported within “Property, plant and mine development, net” in our consolidated balance sheets. These purchases were fully or partly financed by the seller of each of the surface properties. Payment terms range from 2 years to 5 years, at interest rates ranging from 9.5% to 13.0%, with the majority of payments due in monthly installments ranging from approximately $4,000 to approximately $30,000. Long-term debt agreements are secured by the respective real property.
Insurance Premium Financing Loan
On May 23, 2024, we entered into a financing agreement through our insurance broker to spread the payment of our annual directors and officers insurance premium over a nine-month period. Insurance premiums financed totaled $2.1 million and were payable between May 2024 and January 2025 at an interest rate of 8.2%.
F-28

Scheduled payments for the principal portion of our outstanding debt obligations are as follows:
(in thousands) December 31,
2024
2025 $ 26,472 
2026 1,383 
2027 1,487 
2028 782
2029 — 
Thereafter — 
Total $ 30,124 
Interest Expense
Interest expense and cash paid for interest are reflected in the following table:
Years Ended December 31,
(in thousands) 2024 2023
Interest expense $ 1,003  $ 39 
Cash paid for interest expense 509  39 
15.LEASES
We lease certain equipment and office space. Leases with an initial term of 12 months or less are not recorded on our consolidated balance sheet.
Most leases include one or more options to renew, with renewal terms that can extend the lease term from one year to six years. The exercise of lease renewal options is at our sole discretion and we consider these options in determining the lease term used to establish our ROU and lease liabilities.
Lease presentation in our consolidated balance sheets, components of lease costs, and other lease information are presented in the following table:
(in thousands) December 31,
2024
December 31,
2023
Assets:
Right-of-use assets - operating lease $ 988  $ 1,371 
Liabilities:
Current 169  312 
Non-current 863  1,091 
Operating lease liabilities $ 1,032  $ 1,403 
F-29

Years Ended December 31,
(in thousands) 2024 2023
Statements of operations:
Operating lease cost $ 496 $ 389 
Short-term lease cost 182 168 
Sublease income
— 
Other information:
Right-of-use assets obtained in exchange for new operating lease liabilities $ $ 323 
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 377 $ 365 
Weighted-average remaining lease term (in months) 56 60
Weighted-average discount rate 10% 10%
Maturities of lease payments under non-cancellable leases are as follows:
(in thousands) December 31,
2024
2025 $ 264 
2026 272 
2027 280 
2028 289 
2029 197 
Thereafter — 
Total future minimum lease payments 1,302 
Interest included within lease payments (270)
Total operating lease liabilities $ 1,032 
16.EQUITY
We are authorized to issue up to 100,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. We have no outstanding shares of preferred stock. Holders of our common stock are entitled to receive dividends when and if declared by the Board and are entitled to one vote per share on all matters submitted to a vote of the Stockholders.
As of December 31, 2024, $500 million of securities were available under our shelf registration statement, which expires on September 26, 2027.
Equity Transactions During the Year Ended December 31, 2024
In November 2024, we issued a private placement of 238,095,300 CDIs at a price of $0.17 AUD per CDI, which represents a beneficial interest in one-hundredth of a share of our common stock. Share issuance costs associated with this share placement totaled $1.4 million and were accounted for as a reduction in the proceeds for share issuances in the consolidated balance sheets.
In May 2024, we entered into an ATM Program with B. Riley Securities, Inc., whereby we may from time to time and, at our discretion, issue and sell up to $50 million of our common stock through any method deemed to be an at-the-market offering, as defined in Rule 415 of the Exchange Act, or any method specified in the ATM Program.
We have not issued any shares under the ATM Program as of December 31, 2024 and through the filing of this Annual Report.
In February 2024, we issued 52,701 shares of our common stock at an issue price of $14.17 per share as an advance of our funding obligations to Killick Lithium. There were no share issuance costs associated with the issuance and the value of the shares were treated as an advance within our earn-in agreement with Vinland Lithium to acquire up to a 62.5% equity interest in Killick Lithium through staged investments.
F-30

Equity Transactions During the Year Ended December 31, 2023
In November 2023, we issued 62,638 shares with an issue price of $29.32 per share as an advance of our funding obligations to the Killick Lithium project. There were no share issuance costs associated with the issuance and the value of the shares were treated as an advance within our earn-in agreement with Vinland Lithium to acquire up to a 62.5% equity interest in Killick Lithium through staged-investments.
In February 2023, we received $75 million from LG Chem in exchange for 1,096,535 shares of our common stock at a price of $68.40 per share and in conjunction with a multi-year spodumene concentrate offtake agreement. Share issuance costs associated with the issuance totaled $3.9 million and were accounted for as a reduction in the proceeds from share issuances in our consolidated balance sheets.
17.SEGMENT REPORTING
We report our segment information in the same way management internally organizes the business in assessing performance and making decisions regarding allocation of resources in accordance with ASC Topic 280 – “Segment Reporting.” We have a single reportable operating segment that operates as a single business platform. In reaching this conclusion, management considered the definition of the CODM, how the business is defined by the CODM, the nature of the information provided to the CODM, how the CODM uses such information to make operating decisions, and how resources and performance are assessed. The results of operations provided to and analyzed by the CODM are at the consolidated level, and accordingly, key resource decisions and assessment of performance are performed at the consolidated level. We have a single, common management team and our cash flows are reported and reviewed at the consolidated level only with no distinct cash flows at an individual business level. Our CODM is our CEO.
Our lithium products are sold to global and regional customers in the electric vehicle and electronics markets, among others. We currently work with end users in a number of markets to tailor our products to their specifications and will work with these end users as we add more products.
The CODM is provided with revenue, restructuring and impairment charges, interest expense, gain (loss) of equity method investments and total assets, which are consistent with those presented in the consolidated financial statements, as part of the measure of profit and loss reviewed.
The CODM reviews both net income or (loss) and adjusted net income or (loss) when evaluating the performance of the reportable operating segment. We believe that adjusted measures provide meaningful information to assist management, investors, and analysts in understanding our financial condition and the results of operations. We believe this adjusted financial measure is important indicators of our recurring operations because it exclude items that may not be indicative of, or are unrelated to, our core operating results, and provides a better baseline for analyzing trends in our underlying business.
Adjusted net loss is defined as net (loss) or income, as calculated under GAAP, plus or minus the gain or loss from sale of equity method investments, gain or loss on sale of assets, gain or loss from equity securities, gain or loss from foreign currency exchange, restructuring and impairment charges including severance and severance related costs and exit costs, and certain other adjustments we believe are not reflective of our ongoing operations and performance. These items include acquisition costs and other fees, and shelf registration costs.
F-31

18.FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
Measurement of Fair Value
Our material financial instruments consist primarily of cash and cash equivalents, investments in marketable and equity securities, trade and other payables, and long-term debt as follows:
•Trade receivables—As of December 31, 2024 and 2023, we had $5.6 million and $0.6 million, respectively of trade receivable. As of December 31, 2024, $4.5 million consisted of trade receivables from provisional concentrate sales which are recorded at fair value based on Level 2 inputs. The remaining trade receivables approximate fair value due to their short-term nature and are based on Level 1 inputs.
•Debt obligations—As of December 31, 2024 and 2023, we had $30.1 million and $0.2 million, respectively, of principal debt outstanding associated with our Credit Facility, insurance premium financing loan, and seller-financed loans for properties acquired at Carolina Lithium. The carrying value of our long-term debt approximates its estimated fair value, which are classified within level 2 of the fair value hierarchy. See Note 14—Debt Obligations.
•Investments in marketable securities—As of December 31, 2024 we had $6.9 million and $0.0 million, respectively, of investments in marketable securities related to our shares in Atlantic Lithium, which were recorded at fair value based on Level 1 inputs. See Note 13—Other Assets and Liabilities.
•Investments in equity securities—As of December 31, 2024 and 2023, we had $0.2 million and $0.5 million, respectively, of investments in equity securities related to our shares of Ricca, which were recorded at fair value based on Level 2 inputs. See Note 13—Other Assets and Liabilities.
•Other financial instruments—The carrying amounts of cash and cash equivalents and trade and other payables approximate fair value due to their short-term nature and are based on Level 1 inputs.
Level 3 activity was not material for all periods presented. There were no transfers between fair value levels during the years ended December 31, 2024 and 2023.
19.COMMITMENTS AND CONTINGENCIES
Legal Proceedings
We are involved from time to time in various claims, proceedings, and litigation. We establish reserves for specific legal proceedings when we determine that the likelihood of an unfavorable outcome is probable, and the amount of loss can be reasonably estimated.
In July 2021, a class of putative plaintiffs filed a lawsuit against us in the U.S. District Court for the Eastern District of New York claiming violations of the Exchange Act. The complaint alleged, among other things, that we made false and/or misleading statements and/or failed to make disclosure relating to proper and necessary permits. In February 2022, the Court appointed a lead plaintiff in this action, and the lead plaintiff filed an amended complaint in April 2022. On July 18, 2022, we moved to dismiss the amended complaint. On September 1, 2022, the lead plaintiff filed his Memorandum of Law in Opposition to our Motion to Dismiss. On October 7, 2022, we filed our Reply Memorandum in support of our Motion to Dismiss. On January 18, 2024, the Court granted our Motion to Dismiss the amended complaint. The lead plaintiff’s deadline to appeal the decision of the Court expired.
On July 5, 2022, Brad Thomascik, a purported shareholder of the Company’s equity securities, filed a shareholder derivative lawsuit in the U.S. District Court for the Eastern District of New York. On behalf of the Company, the lawsuit purported to bring claims against certain of the Company’s officers and directors. The complaint alleged that the defendants breached their fiduciary duties in connection with the Company’s statements regarding the timing and status of government permits for Carolina Lithium in North Carolina at various times between March 16, 2018 and July 19, 2021. No litigation demand was made to the Company in connection with this action. The lawsuit focused on the same public statements as the shareholder derivative suit described below. In September 2022, the parties agreed to a stipulation to stay the proceeding pending resolution of the motion to dismiss in the securities law matters described above, and the Court ordered the case stayed in October 2022.
On October 14, 2021, Vincent Varbaro, a purported holder of Piedmont Australia’s American Depositary Shares and the Company’s equity securities, filed a shareholder derivative suit in the U.S. District Court for the Eastern District of New York, purporting to bring claims on behalf of the Company against certain of the Company’s officers and directors. The complaint alleged that the defendants breached their fiduciary duties in connection with the Company’s statements regarding the timing and status of government permits for Carolina Lithium in North Carolina, at various times between March 16, 2018 and July 19, 2021. No litigation demand was made to the Company in connection with this action.
F-32

In December 2021, the parties agreed to a stipulation to stay the proceeding pending resolution of the motion to dismiss in the securities law matters described above, and the Court ordered the case stayed.
On March 11, 2024, after dismissal was granted in the securities law matters described above, the parties in the Thomascik and Varbaro cases stipulated to dismiss their two actions with prejudice. Accordingly, the court directed that each of the Thomascik and Varbaro cases be closed on March 13, 2024 and March 22, 2024, respectively.
On February 6, 2024, the SEC issued an investigative subpoena to the Company primarily seeking documents and information relating to the Company’s mining-related investments and operations outside of the U.S. We responded to the subpoena in a timely manner. On November 20, 2024, the SEC issued notification to the Company that it had concluded the investigation and based on the information we provided to the SEC as of November 20, 2024, the SEC did not intend to recommend any further enforcement action related to the matter.
On June 6, 2024, four petitioners with residential or business properties near our permitted Carolina Lithium project filed a Petition for a Contested Case Hearing with the North Carolina Office of Administrative Hearings challenging DEMLR’s issuance of our mining permit for the Carolina Lithium project. The petition alleges DEMLR exceeded its authority, acted erroneously, failed to follow proper procedures, acted arbitrarily and failed to act as required by law when issuing our mining permit. On July 3, 2024, we filed a Motion to Intervene in the Contested Case Hearing. On July 8, 2024, the Office of Administrative Hearings granted our Motion to Intervene. On February 3, 2025, the petitioners voluntarily dismissed the contested case without prejudice.
F-33
EX-19.1 2 ex191-insidertradingpolicy.htm EX-19.1 Document
Exhibit 19.1
Piedmont Lithium Inc.

INSIDER TRADING POLICY
(Last amended December 11, 2024)
I. INTRODUCTION
Federal and state laws prohibit buying, selling or making other transfers of securities by persons who have material information that is not generally known or available to the public about such securities. These laws also prohibit persons with such material nonpublic information from disclosing this information to others who trade.
Who Is Subject to this Policy. Piedmont Lithium Inc. (the “Company”) has adopted the following policy (this “Policy”) regarding trading in securities by all of its directors, officers and employees. This Policy also applies to contractors or consultants who have access to Material Nonpublic Information (as defined below) about the Company and Company securities (as defined below) and who are so notified by the Company (together with directors, officers and employees, “Company Personnel”). In addition, this Policy also applies to family members who reside with the Company Personnel, anyone else who lives in the Company Personnel’s household (other than household employees) and any family members who do not live in the household but whose transactions in Company securities are directed by the Company Personnel or are subject to the Company Personnel’s influence or control, such as parents or children who consult with the Company Personnel before they trade in Company securities (collectively referred to as “Family Members”). Finally, this Policy also applies to corporations or other business entities controlled or managed by the Company Personnel or the Family Members, and trusts over which the Company Personnel or the Family Members have investment control (collectively referred to as “Controlled Entities” and, together with Company Personnel and Family Members, “Insiders”). For the avoidance of doubt, Section II.D of this Policy applies to Restricted Persons (as defined below) only.
Which Securities Are Subject to this Policy. “Securities” include common stock, options to purchase common stock, restricted stock or restricted stock units or any other type of securities that Company may issue from time to time, including but not limited to preferred stock and convertible debentures, as well as derivative securities relating to the Company but that are not issued by the Company, such as exchange-traded put or call options or swaps relating to the Company’s securities (collectively, “Company securities”).
Individual Responsibility. You are responsible for ensuring that you as well as your Family Members and applicable Controlled Entities do not violate federal or state securities laws or this Policy. We designed this Policy to promote compliance with the federal securities laws and to protect the Company and you from the serious liabilities and penalties that can result from violations of these laws.


Exhibit 19.1
Consequences for Violating Insider Trading Laws.
If you violate the insider trading laws, you may have to pay civil fines for up to three times the profit gained or loss avoided by such trading, as well as criminal fines of up to $5 million. You also may be subject to criminal charges and may have to serve a jail sentence of up to 20 years. In addition, the Company may face civil penalties up to the greater of $1 million, or three times the profit gained or loss avoided as a result of your insider trading violations, as well as criminal fines of up to $25 million.
Both the Securities and Exchange Commission (“SEC”) and The Nasdaq Stock Market (“Nasdaq”) are very effective at detecting and pursuing insider trading cases. The SEC has successfully prosecuted cases against employees trading through foreign accounts, trading by family members and friends, and trading involving only a small number of shares. Therefore, it is important that you understand the breadth of activities that constitute illegal insider trading. This Policy sets out the Company’s policy in the area of insider trading and should be read carefully and complied with fully.
Administrative Provisions. This Policy will be reviewed, evaluated and revised by the Company from time to time in light of regulatory changes, developments in the Company’s business and other factors.
II. POLICIES AND PROCEDURES
A. Statement of Policy
1. General Prohibition. Subject to the exceptions set forth in this Policy, an Insider may not buy, sell, gift or otherwise trade in Company securities when the Insider has Material Nonpublic Information about the Company or Company securities. In addition, Insiders may not buy, sell, gift or otherwise trade in securities of another company with which the Company has a pre-existing or prospective relationship, such as the Company’s customers, vendors or suppliers and any other company with which the Company does business or is negotiating a major transaction (“Business Partners”), at any time when the Insider has Material Nonpublic Information about that company or that company’s securities and that information has been obtained by the Insider in the course of performing services on the Company’s behalf.


Exhibit 19.1
2. No Tipping. An Insider may not convey Material Nonpublic Information about the Company or any Business Partner to anyone else, including Family Members, unless specifically authorized in accordance with Company policies (such as the Company’s Guidelines For Public Disclosures And Communications With The Investment Community) as further discussed below. An Insider also may not suggest that anyone purchase, sell or gift any company’s securities while the Insider is aware of Material Nonpublic Information about that company or its securities. These practices, known as “tipping,” also violate the U.S. securities laws and can result in the same civil and criminal penalties that apply if an Insider engages in insider trading directly, even if the Insider does not receive any money or derive any benefit from trades made by persons to whom the Insider passed Material Nonpublic Information. This Policy against “tipping” applies to information about the Company and its securities, as well as to information about Business Partners, when an Insider obtains Material Nonpublic Information about such other company in the course of the Insider performing services on the Company’s behalf. Persons with whom the Insider has a history, pattern or practice of sharing confidences—such as Family Members, close friends and financial and personal counselors—may be presumed to act on the basis of information known to the Insider; therefore, special care should be taken so that Material Nonpublic Information is not disclosed to such persons. Notwithstanding the foregoing, this Policy does not restrict legitimate business communications on a “need to know” basis. Material Nonpublic Information, however, should not be disclosed to persons outside the Company unless Company Personnel is specifically authorized to disclose such information and, if applicable and appropriate, the person receiving the information has agreed, in writing, to keep the information confidential. For additional information, please see the Company’s Guidelines For Public Disclosures And Communications With The Investment Community.
3. No Speculative Trading. It is against Company policy for Insiders to engage in speculative transactions in Company securities. As such, Insiders may not engage in: (a) short sales of Company securities (selling Company securities you do not own); (b) transactions involving publicly traded options or other derivatives, such as trading in puts or calls with respect to Company securities; and (c) other hedging transactions with respect to Company securities (such as “cashless” collars, forward sales, equity swaps and other similar arrangements). Additionally, because Company securities held in a margin account or pledged as collateral may be sold without the Insider’s consent, if an individual fails to meet a margin call or if he or she defaults on a loan, a margin or foreclosure sale may result in unlawful insider trading. Because of this danger, Insiders are prohibited from including Company securities in a margin account or pledging Company securities as collateral for a loan. Broker-assisted cashless exercises and other similar transactions under the Company’s equity compensation plans are not subject to these prohibitions.
4. Company Transactions. From time to time, the Company may engage in transactions in its own securities. It is the Company’s policy to comply with all applicable securities and state laws (including appropriate approvals by the Board of Directors or appropriate committee, if required) when engaging in transactions in Company securities; provided that, transactions under the Company’s equity-based compensation plans and programs will be subject to the terms of such plans and associated award agreements.
5. Meaning of “Transaction” or “Trade/Trading.” For purposes of this Policy, references to “trade,” “trading” and “transactions” includes, among other things:
•purchases and sales of Company securities in public markets;
•sales of Company securities obtained through the exercise of employee stock options granted by the Company, including broker-assisted cashless exercises;
•making gifts of Company securities; and


Exhibit 19.1
•using Company securities to secure a loan.
Conversely, for purposes of this Policy, references to “trade,” “trading” and “transactions” do not include:
•the exercise of Company stock options if (a) no shares are to be sold to third parties (e.g., using cash) or (b) there is only a “net exercise” (defined as the Company withholding shares to satisfy your tax obligations or to cover the exercise price or equivalent), except the exercise is still subject to pre-clearance procedures described below;
•the vesting of Company stock options or the delivery of shares upon vesting/settlement of restricted stock and/or restricted stock units;
•the withholding of shares to satisfy a tax withholding obligation upon the vesting/settlement of restricted stock and/or restricted stock units;
•transferring shares to an entity that does not involve a change in the beneficial ownership of the shares (for example, transferring shares from one brokerage account to another brokerage that you control) or pursuant to a court-ordered domestic relations order, except the latter transfer is still subject to pre-clearance procedures described below;
•sales of the Company’s securities as a selling stockholder in a registered public offering, including a “synthetic secondary” offering, in accordance with applicable securities laws; and
•any other private purchase of Company Securities from the Company or sales of Company securities to the Company in accordance with applicable securities and state laws and/or approvals.
This Policy also does not apply to an Insider’s purchases of Company stock in the Employee Stock Purchase Plan (“ESPP”), if any, resulting from such Insider’s periodic contribution of money to the ESPP pursuant to a payroll deduction election made when the Insider is not aware of Material Nonpublic Information about the Company or Company securities and, if applicable, while the Window Period (as defined below) is open. However, this Policy will apply to any: (1) election to participate in the ESPP, if any, for an enrollment period; (2) increase or decrease in the Insider’s amount of periodic contributions to the ESPP, if any; and (3) sales of Company stock pursuant to the ESPP, if any. Further, transactions in mutual funds that are invested in Company securities are not transactions subject to this Policy as long as (i) the Insider does not control the investment decisions on individual stocks within the fund or portfolio and (ii) Company securities do not represent a substantial portion of the assets of the fund or portfolio.
For the avoidance of doubt, transactions pursuant to a Rule 10b5-1 Trading Plan (as defined below) are subject to certain exceptions and requirements as set forth below.


Exhibit 19.1
In addition, the Company’s Chief Legal Officer may exempt from the terms of this Policy certain “sell to cover” transactions involving a sale of shares of common stock directed by the Company in its sole discretion in order to cover the Insider’s withholding tax obligations in connection with the exercise, vesting or settlement of equity awards in accordance with the Company’s pre-existing equity incentive plans and agreements.
Insiders should consult the Office of the Chief Legal Officer if they have any questions.
B. What is “Material Nonpublic Information?”
1. Material Information
Material information generally means information that a reasonable investor would consider important in making an investment decision to buy, hold or sell securities. There is no bright-line standard for assessing materiality; rather, materiality is based on an assessment of all of the facts and circumstances. If there are any questions or doubts, the Office of the Chief Legal Officer should be consulted, but in general, any information that could reasonably be expected to affect the Company’s or a Business Partner’s stock price should be considered material. Either positive or negative information may be material. Depending on the circumstances, examples of information that may be material include:
•unannounced earnings, revenue or similar financial information;
•technical or scientific information relating to our operations or research & development activities;
•unexpected financial results;
•unpublished financial reports or projections;
•extraordinary borrowing or liquidity problems;
•changes in control or sale of all or part of the Company’s business;
•changes in directors, senior management or auditors;
•information about current, proposed or contemplated transactions, business plans, financial restructurings, acquisition targets or significant expansions or contractions of operations;
•changes in dividend policies or the declaration of a stock split or the proposed or contemplated issuance, redemption or repurchase of securities;
•negotiations regarding an important license, distribution agreement, joint venture or collaboration agreement;


Exhibit 19.1
•material defaults under agreements or actions by creditors, clients or suppliers relating to the Company’s credit rating;
•information about major contracts;
•significant new product developments or innovations;
•gain or loss of a significant customer or supplier;
•major product recalls;
•impending financial problems;
•the interruption of production or other aspects of the Company’s business as a result of an accident, fire, natural disaster, public health emergency or breakdown of labor negotiations;
•significant actual or potential cybersecurity incidents or events or risks that affect the Company or third-party providers that support the Company’s business operations, including computer system or network compromises, viruses or other destructive software and data breach incidents that may disclose personal, business or other confidential information;
•major environmental incidents;
•institution of, or developments in, major litigation, investigations or regulatory actions or proceedings; and
•the imposition of a special trading “blackout” by the Company on transactions in Company securities or the securities of a Business Partner.
Federal and Nasdaq investigators will scrutinize a questionable trade after the fact with the benefit of hindsight, so you should always err on the side of deciding that the information is material and not trade. The mere fact that a person is aware of Material Nonpublic Information about the Company or its securities is a bar to trading. It is no excuse that such person’s reasons for trading were not based on such Material Nonpublic Information. If you have questions regarding specific transactions, please contact the Office of the Chief Legal Officer.
2. Nonpublic Information
Nonpublic information is information that is not generally known or available to the public. For purposes of this Policy, we consider information to be available to the public only when:
•it has been released to the public by the Company through appropriate channels (e.g., by means of a press release, a filing with the SEC or a widely disseminated statement from a senior officer); and


Exhibit 19.1
•enough time has elapsed to permit the investment market to absorb and evaluate the information. As a general rule, for purposes of this Policy, you should consider information to be nonpublic until two full trading days have lapsed following the time of public disclosure.
The fact that rumors, speculation or statements attributed to unidentified sources are public is insufficient to be considered widely disseminated even when the information is accurate.
C. When and How to Trade Company Stock
1. Overview
Directors, officers, as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (such officers, “Section 16 Officers,” and together with directors, “Section 16 Persons”), and certain other employees and consultants who are so designated by the Office of the Chief Legal Officer from time to time, as well as their Family Members and their respective Controlled Entities (together, “Restricted Persons”) are for purposes of this Policy required to comply with the restrictions covered below. Even if you are not a Restricted Person, however, following the procedures listed below may assist you in complying with this Policy.
2. Window Periods
Subject to the exception related to Rule 10b5-1 Trading Plans below, Restricted Persons may only trade in the Company’s securities (including making gifts of Company securities) from the date that is two full trading days after the release of the Company’s periodic report on Form 10-Q or Form 10-K, as applicable, for the prior quarter to the end of business on the 15th of the last month of each quarter (such period, the “Window Period”). If, however, the Window Period closes on a non-trading day (i.e., a Saturday, Sunday or Nasdaq holiday), the Window Period will close at the beginning of the next full trading day. For example, if the Company discloses files its Form 10-K before the market opens on Monday, the Restricted Person may not trade until Wednesday (two full trading days after the Company’s disclosure), so long as the Restricted Person is not aware of any additional Material Nonpublic Information about the Company or its securities after such disclosure (and subject to pre-clearance requirements described below, if applicable to such Restricted Person). If, however, the Company files its Form 10-K after the market opens on Monday, the Restricted Person may not trade until Thursday (two full trading days after the Company’s disclosure), so long as the Restricted Person is not aware of any additional Material Nonpublic Information about the Company or its securities after such disclosure (and subject to pre-clearance requirements described below, if applicable to such Restricted Person). Generally, all pending purchase and sale orders regarding Company securities that could be, but have not been, executed while the Window Period is open must be cancelled before it closes. Notwithstanding the foregoing, if the Company files its annual report on Form 10-K after the end of business on March 15, the Chief Legal Officer in consultation with the Chief Financial Officer and/or the Chief Executive Officer may determine to open what would otherwise be a closed Window Period for a periof not to exceed two weeks from the date of the Form 10-K filing.


Exhibit 19.1
However, even if the Window Period is open, Restricted Persons may not trade in the Company’s securities if they are aware of Material Nonpublic Information about the Company or its securities. In addition, Restricted Persons must pre-clear all transactions in the Company’s securities even if they initiate them when the Window Period is open, as described below.
In addition, from time to time due to certain developments (such as a significant event or transaction) during which there may exist Material Nonpublic Information about the Company or a Business Partner, the Company may implement special blackout periods during which the Company may notify particular individuals (which could include individuals within and outside the Restricted Persons group) that they should not engage in any transactions involving the purchase, sale, gift or other transaction in Company securities or the securities of a Business Partner, as applicable, and that, for them, the Window Period is, therefore, closed. In such events, such individuals should not trade in the applicable company’s securities (subject to the exceptions set for in Section II.A.5 or pursuant to an approved Rule 10b5-1 Trading Plan pursuant to Section II.D) and should not disclose to others the fact that the Window Period has been closed, as the existence of a special blackout period may, itself, be deemed Material Nonpublic Information. These special blackout periods, which may vary in length, will be determined by the Office of the Chief Legal Officer and be communicated to the appropriate personnel via e-mail. Termination of a blackout period will also be communicated to the appropriate personnel via e-mail.
However, it is not the Company’s policy to impose special blackout periods every time that Material Nonpublic Information exists or every time that an Insider may be in the possession of Material Nonpublic Information about the Company or its Business Partners or their securities. Thus, the absence of a special blackout period should not be interpreted as permission to trade. In addition, if you are subject to the Company’s pre-clearance policy (described below), you must pre-clear transactions even if you initiate them while in an open Window Period.
Notwithstanding the foregoing, the restrictions summarized above do not apply to the exceptions set for in Section II.A.5 or to a prearranged Rule 10b5-1 Trading Plan, as defined and discussed below, but any such Rule 10b5-1 Trading Plan is subject to the preclearance and other restrictions set forth below and in Appendix A, “Guidelines for Rule 10b5-1 Trading Plans.”
3. Pre-clearance
Subject to the exceptions set for in Section II.A.5, the Company requires its Restricted Persons to contact the Office of the Chief Legal Officer in advance of effecting any purchase, sale, gift or other trading of Company securities and to obtain prior approval of the transaction, other than transactions made under an approved Rule 10b5-1 Trading Plan pursuant to Section II.D “Rule 10b5-1 Trading Plans” below. The pre-clearance policy applies to Restricted Persons even if they are initiating a transaction while the Window Period is open and a special blackout period is not in place. All requests must be submitted to the Office of the Chief Legal Officer (or, in the case of the Chief Legal Officer, to the Chief Financial Officer) at least two business days in advance of the proposed transaction.


Exhibit 19.1
The Office of the Chief Legal Officer will then determine whether the transaction may proceed.
If a transaction is approved under the pre-clearance policy, the transaction must be executed by the end of the second full trading day after the approval is obtained, but regardless may not be executed if the Restricted Person acquires Material Nonpublic Information concerning the Company or its securities during that time. If a transaction is not completed within the period described above, the transaction must be approved again before it may be executed.
If a proposed transaction is not approved under the pre-clearance policy, the Restricted Person may not transact in Company securities, and should not inform anyone within or outside of the Company of the restriction. For the avoidance of doubt, there should be no presumption that the Office of the Chief Legal Officer will grant any or all pre-clearance requests and there shall be no obligation to inform a Restricted Person of the reasons for any request approval or denial. Any transaction under a Rule 10b5-1 Trading Plan will not require pre-clearance at the time of the transaction but such Rule 10b5-1 Trading Plan is subject to the pre-clearance and other restrictions set forth in Section II.D below and Appendix A, “Guidelines for Rule 10b5-1 Trading Plans.”
D. Rule 10b5-1 Trading Plans
Rule 10b5-1(c) under the Exchange Act (“Rule 10b5-1”), provides an affirmative defense from insider trading liability if trades occur pursuant to a pre-arranged trading plan that meets specified conditions. In order to be eligible to rely on this defense, a person subject to this Policy must enter into a Rule 10b5-1 plan for transactions in Company securities that meets certain conditions specified in Rule 10b5-1 (a “Rule 10b5-1 Trading Plan”). If the plan meets the requirements of Rule 10b5-1, transactions in Company securities may occur even when the person who has entered into the plan is aware of Material Nonpublic Information about the Company or Company securities.
It is important that the Insider properly documents the details of a Rule 10b5-1 Trading Plan. In addition to complying with requirements of Rule 10b5-1, under this Policy, the adoption, amendment/ modification or termination of a Rule 10b5-1 Trading Plan must meet the requirements set forth in Appendix A, “Guidelines for Rule 10b5-1 Trading Plans,” including applicable pre-clearance procedures.
For the avoidance of doubt, transactions pursuant to pre-approved Rule 10b5-1 Trading Plans that are effected in accordance with this Policy may occur notwithstanding the other prohibitions included herein.
E. Noncompliance
Company Personnel subject to this Policy who fail to comply with this Policy will be subject to appropriate disciplinary action, up to and including termination of employment.
F. Certification


Exhibit 19.1
All Company Personnel will be required to certify their understanding of and intent to comply with this Policy periodically.
G. Post-Termination Transactions
This Policy, other than the pre-clearance provisions, will continue to apply to transactions in Company securities by an Insider after such Insider’s employment or service with the Company has terminated until such time as the Insider is no longer aware of Material Nonpublic Information about the Company or its securities (or, if applicable, Business Partners) or until that information has been publicly disclosed or is no longer material.
Questions about this Policy should be directed to the Office of the Chief Legal Officer at bczachor@piedmontlithium.com.






Exhibit 19.1

ACKNOWLEDGEMENT AND CERTIFICATION
I certify that:
1.I have read and understand the Company’s Insider Trading Policy (the “Policy”).
2.I understand that the Office of the Chief Legal Officer is available to answer any questions I have regarding the Policy.
3.I agree to comply with this Policy and certify that I will communicate with all members of my household to inform them of the obligations in this Policy that apply to them and their controlled entities.
4.I understand that violation of SEC regulations may subject me to severe civil and/or criminal penalties, and that violation of this Policy may subject me to discipline by the Company up to and including termination for cause.
_________________________ Signature Date: ______________________
_________________________ Name (Please Print)




Exhibit 19.1
Appendix A

Guidelines for Rule 10b5-1 Trading Plans
As discussed above, Rule 10b5-1 provides an affirmative defense from insider trading liability. In order to be eligible to rely on this affirmative defense, Insiders must enter into a Rule 10b5-1 Trading Plan for transactions in Company securities that meets certain conditions specified in Rule 10b5-1, including the guidelines set forth below. Capitalized terms used in these guidelines without definition have the meaning set forth in the Policy.
These guidelines are in addition to, and not in lieu of, the requirements and conditions of Rule 10b5-1. The Office of the Chief Legal Officer will interpret and administer these guidelines for compliance with Rule 10b5-1, the Policy and the requirements below. No personal legal or financial advice is being provided by the Office of the Chief Legal Officer regarding any Rule 10b5-1 Trading Plan or proposed trades. Insiders remain ultimately responsible for ensuring that their Rule 10b5-1 Trading Plans and contemplated transactions fully comply with applicable securities laws. It is recommended that Insiders consult with their own attorneys, brokers, or other advisors about any contemplated Rule 10b5-1 Trading Plan. Note that for any Section 16 Person, the Company is required to disclose the material terms of his or her Rule 10b5-1 Trading Plan (and may be required to disclose the material terms of Rule 10b5-1 Trading Plans of Family Members and Controlled Entities of such persons), other than with respect to price, in its periodic report for the quarter in which the Rule 10b5-1 Trading Plan is adopted or terminated or modified (as described below).
1Pre-Clearance Requirement. The Rule 10b5-1 Trading Plan must be reviewed and approved in advance by the Office of the Chief Legal Officer (or, in the case of the Chief Legal Officer, by the Chief Financial Officer) at least two business days prior to the entry into the plan in accordance with the procedures set forth in the Policy and these guidelines. The Company may require that Insiders use a standardized form of Rule 10b5-1 Trading Plan.
2Time of Adoption. Subject to pre-clearance requirements described above, the Rule 10b5-1 Trading Plan must be adopted at a time:
•when the Insider is not aware of any Material Nonpublic Information about the Company or Company securities; and
•the Window Period is open, if applicable.
3Plan Instructions. Any Rule 10b5-1 Trading Plan adopted by any Insider must be in writing, signed and either:
•specify the amount, price and date of the sales (or purchases) of Company securities to be effected;


Exhibit 19.1
•provide a formula, algorithm or computer program for determining when to sell (or purchase) the Company’s securities, the quantity to sell (or purchase) and the price; or
•delegate decision-making authority with regard to these transactions to a broker or other agent without any Material Nonpublic Information about the Company or its securities.
For the avoidance of doubt, Insiders may not subsequently influence how, when or whether to effect purchases or sales with respect to the securities subject to an approved and adopted Rule 10b5-1 Trading Plan.
4No Hedging. Insiders may not have entered into or altered a corresponding or hedging transaction or position with respect to the securities subject to the Rule 10b5-1 Trading Plan and must agree not to enter into any such transaction while the Rule 10b5-1 Trading Plan is in effect.
5Good Faith Requirements. Insiders must enter into the Rule 10b5-1 Trading Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 and Rule 10b-5 under the Exchange Act. Insiders must act in good faith with respect to the Rule 10b5-1 Trading Plan for the entirety of its duration.
6Certifications for Section 16 Persons. Section 16 Persons and their Family Members and Controlled Entities that enter into Rule 10b5-1 Trading Plans must certify that they are: (1) not aware of any Material Nonpublic Information about the Company or the Company securities; and (2) adopting the Rule 10b5-1 Trading Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 and Rule 10b-5 under the Exchange Act.
7Cooling Off Periods. The first trade under the Rule 10b5-1 Trading Plan may not occur until the expiration of a cooling-off period as follows:
•for Section 16 Persons (as well as their Family Members and Controlled Entities), the later of (1) two business days following the filing of the Company’s Form 10-Q or Form 10-K for the completed fiscal quarter in which the Rule 10b5-1 Trading Plan was adopted and (2) 90 calendar days after adoption of the Rule 10b5-1 Trading Plan; provided, however, that the required cooling-off period shall in no event exceed 120 days.
•for other Insiders, 30 days after adoption of the Rule 10b5-1 Trading Plan.
1No Overlapping Rule 10b5-1 Trading Plans. An Insider may not enter into overlapping Rule 10b5-1 Trading Plans (subject to certain exceptions). Please consult the Office of the Chief Legal Officer with any questions regarding overlapping Rule 10b5-1 Trading Plans.
2Single Transaction Plans. An Insider may not enter into more than one Rule 10b5-1 Trading Plan designed to effect the open-market purchase or sale of the total amount of securities as a single transaction during any rolling 12-month period (subject to certain exceptions). A single-transaction plan is “designed to effect” the purchase or sale of securities as a single transaction when the terms of the plan would, for practical purposes, directly or indirectly require execution in a single transaction.


Exhibit 19.1
3Modifications and Terminations. Modifications/amendments and terminations of an existing Rule 10b5-1 Trading Plan are strongly discouraged due to legal risks and can affect the validity of trades that have taken place under the plan prior to such modification/amendment or termination. Under Rule 10b5-1 and these guidelines, any modification/amendment to the amount, price, or timing of the purchase or sale of the securities underlying the Rule 10b5-1 Trading Plan (a “Material Modification”) will be deemed to be a termination of the current Rule 10b5-1 Trading Plan and creation of a new Rule 10b5-1 Trading Plan. If an Insider is considering administerial changes to a Rule 10b5-1 Trading Plan, such as changing the account information, the Insider should consult with the Office of the Chief Legal Officer in advance to confirm that any such change does not constitute an effective termination of the plan.
As such, the modification/amendment of an existing Rule 10b5-1 Trading Plan must be reviewed and approved in advance by the Office of the Chief Legal Officer in accordance with pre-clearance procedures set forth in the Policy and these guidelines, and any Material Modification will be subject to all the other requirements set forth in these guidelines regarding the adoption of a new Rule 10b5-1 Trading Plan.
The termination (other than through an amendment or modification) of an existing Rule 10b5-1 Trading Plan must be reviewed and approved in advance by the Office of the Chief Legal Officer in accordance with pre-clearance procedures set forth in the Policy and these guidelines. Except in limited circumstances, the Office of the Chief Legal Officer will not approve the termination of a Rule 10b5-1 Trading Plan unless:
•the Insider is not aware of any Material Nonpublic Information about the Company or Company securities; and
•the Window Period is open, if applicable.



EX-21.1 3 ex211subsidiariesoftheregi.htm EX-21.1 Document

Exhibit 21.1

PIEDMONT LITHIUM INC - LIST OF SUBSIDIARIES AS OF DECEMBER 31, 2024


Name
Jurisdiction
Ownership Percentage
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
100%
Piedmont Lithium International Canada BC ULC
British Columbia
100%
Piedmont Lithium Newfoundland Holdings, LLC
Delaware
100%
Piedmont Lithium PTY LTD
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%
Sayona Quebec Inc.
Quebec
25%

EX-23.1 4 ex2301deloitteconsent.htm EX-23.1 Document

Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-256454 on Form S-8, and Registration Statement No. 333-282115 on Form S-3 of our report dated February 28, 2024, relating to the consolidated financial statements of Piedmont Lithium Inc. and subsidiaries, appearing in this Annual Report on Form 10-K for the year ended December 31, 2024.

/s/DELOITTE & TOUCHE LLP

Charlotte, North Carolina
February 26, 2025

EX-23.2 5 ex2302pwcconsent.htm EX-23.2 Document

Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-282115) and Form S-8 (No. 333-256454) of Piedmont Lithium Inc. of our report dated February 26, 2025 relating to the financial statements, which appears in this Form 10-K.



/s/ PricewaterhouseCoopers LLP
Charlotte, North Carolina
February 26, 2025

EX-23.3 6 ex2303-qpskeimxcarolina.htm EX-23.3 Document

Exhibit 23.3

Consent of Qualified Person
In accordance with the requirements of Regulation S-K 1300 Modernization of Property Disclosures §229.1302(b)(4)(iv)
Report Description
Report titled “Amended Technical Report Summary of a Definitive Feasibility Study of the Carolina Lithium Project in North Carolina”
(“Report”)
Piedmont Lithium Inc.
(“Company”)
April 20, 2023
(“Date of Report”)
Statement
I, Dr. Steven Keim, PE, of Marshall Miller & Associates, Inc., confirm that:
•In connection with of the Registration Statement on Form F-4 of Sayona Mining Limited ("Sayona") and the proxy statement/prospectus included therein (as amended and supplemented, the "Registration Statement"), I consent to:
oThe incorporation by reference of the Technical Report Summary titled “Amended Technical Report Summary of a Definitive Feasibility Study of the Carolina Lithium Project in North Carolina” (“TRS – Definitive Feasibility Study”) filed with the Company’s Annual Report on Form 10-K/A on April 25, 2023 and incorporated by reference into the Company's Annual Report on form 10-K filed February 28, 2025, into the Registration Statement; and,
oThe use of the Marshall Miller & Associates, Inc. name, including our status as an expert or Qualified Person (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission) in connection with the TRS – Definitive Feasibility Study, or portions thereof, that were prepared by us, that is reported or incorporated by reference into a Security Act Filing.
•I have read and understood the requirements of the Regulation S-K 1300 Modernization of Property Disclosures.
•Marshall Miller & Associates, Inc. meets the definition of a “Qualified Person” as defined by Regulation S-K, and to the activity for which our firm is accepting responsibility.
•While the report is dated April 20, 2023, the Report maintains an effective date of December 31, 2021 with regard to Qualified Person's opinion and knowledge. The Company has not engaged the Qualified Person(s) to update the Report with regards to opinions or factors which underpin the estimation of mineral resources or ore reserves.
•I have reviewed the Technical Report Summary to which this Consent Statement applies.
•I am a full-time employee of Marshall Miller & Associates, Inc. who has been engaged by Piedmont Lithium Inc. to prepare the documentation for the Carolina Lithium Project on which the Report is based.
I verify that the Report is based on and fairly and accurately reflects in the form and context in which it appears, the information in our supporting documentation as of the effective date of the report, December 31, 2021, relating to:
oSection 1 – Executive Summary
oSection 2 - Introduction
oSection 3 – Property Description
oSection 4 – Accessibility, Climate, Local Resources, Infrastructure, Physiography
oSection 5 – History
oSection 6 – Geological Setting, Mineralization, and Deposit
oSection 12 – Ore Reserve Estimates
oSection 13 – Mining Methods
oSection 15 – Infrastructure
oSection 17 – Environmental Studies and Permitting
oSection 18 – Capital and Operating Costs
oSection 20 – Adjacent Properties
oSection 22 – Interpretation and Conclusions
oSection 23 – Recommendations
oSection 24 – References
oSection 25 – Reliance on Information Provided by the Company



CONSENT

I consent to the filing of the Technical Report Summary by Piedmont Lithium Inc. (“Reporting Company”)

Additional Reports related to the Deposits for which the Qualified Person signing this form is accepting responsibility:

•The Reporting Company’s Annual Reports (10-K) and amendments thereto for the next 12 months;
•The Reporting Company’s Quarterly Reports for the next 12 months;
•The Reporting Company’s Investor Presentations for the next 12 months;
•The Reporting Company’s future press releases for the next 12 months, until such time that the Report is superseded or this consent is otherwise withdrawn;
•The Reporting Company’s exhibition booths at any conferences for the next 12 months; and
•Any other releases, presentations and promotional material made by the Reporting Company during the next 12 months, until such time that the exploration target included in the Report is superseded or this consent is otherwise withdrawn.
/s/ Steven A. Kiem February 26, 2025
Signature of Authorized Representative of the 3rd Party Firm Acting as Qualified Person Date
/s/ Kevin M. Andrews Kevin M. Andrews
Signature of Witness Print Witness Name

EX-23.4 7 ex2304-qpmcgarryxcarolina.htm EX-23.4 Document

Exhibit 23.4

Consent of Qualified Person
In accordance with the requirements of Regulation S-K 1300 Modernization of Property Disclosures §229.1302(b)(4)(iv)
Report Description
Report titled “Amended Technical Report Summary of a Definitive Feasibility Study of the Carolina Lithium Project in North Carolina”
(“Report”)
Piedmont Lithium Inc.
(“Company”)
April 20, 2023
(“Date of Report”)
Statement
I, Leon McGarry, P, Geo., of McGarry Geoconsulting Corp., confirm that:
•In connection with any Securities Act filings or Exchange Act report and any amendment, supplement, or exhibit thereto, I consent to:
oThe incorporation by reference of the Technical Report Summary titled “Amended Technical Report Summary of a Definitive Feasibility Study of the Carolina Lithium Project in North Carolina” (“TRS – Definitive Feasibility Study”) filed with the Company's Annual report on Form 10-K/A on April 25, 2023 and incorporated by reference into the Company’s Annual Report on Form 10-K/A filing with an approximate filing date of February 28, 2025; and,
oThe use of the McGarry Geoconsulting Corp. name, including our status as an expert or Qualified Person (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission) in connection with the TRS – Definitive Feasibility Study, or portions thereof, that were prepared by us, that we supervised the preparation of and/or that was reviewed or approved by us, that is reported or incorporated by reference into a Security Act Filing.
•I have read and understood the requirements of the Regulation S-K 1300 Modernization of Property Disclosures.
•I am a “Qualified Person” as defined by Regulation S-K, and to the activity for which our firm accepting responsibility.
•I have reviewed the Technical Report Summary to which this Consent Statement applies.
•I am a full-time employee of McGarry Geoconsulting Corp. who has been engaged by Piedmont Lithium Inc. to prepare the documentation for the Carolina Lithium Project on which the Report is based. The Report maintains an effective date of December 31, 2021.
I verify that the Report is based on and fairly and accurately reflects in the form and context in which it appears, the information in our supporting documentation relating to:
oSection 1 – Executive Summary
oSection 2 – Introduction
oSection 3 – Property Description
oSection 4 – Accessibility, Climate, Local Resources, Infrastructure, Physiography
oSection 5 – History
oSection 6 – Geological Setting, Mineralization, and Deposit
oSection 9 – Data Verification
oSection 10 – Mineral Processing and Metallurgical Testing
oSection 11 – Mineral Resource Estimates 
oSection 22 – Interpretation and Conclusions
oSection 23 – Recommendations
oSection 24 – References
oSection 25 – Reliance on Information Provided by the Company



CONSENT

I consent to the filing of the Technical Report Summary by Piedmont Lithium Inc. (“Reporting Company”)

Additional Reports related to the Deposits for which the Qualified Person signing this form is accepting responsibility:

•The Reporting Company’s Annual Reports (10-K) and amendments thereto for the next 12 months;
•The Reporting Company’s Quarterly Reports for the next 12 months;
•The Reporting Company’s Investor Presentations for the next 12 months;
•The Reporting Company’s future press releases for the next 12 months, until such time that the Report is superseded or this consent is otherwise withdrawn;
•The Reporting Company’s exhibition booths at any conferences for the next 12 months; and
•Any other releases, presentations and promotional material made by the Reporting Company during the next 12 months, until such time that the exploration target included in the Report is superseded or this consent is otherwise withdrawn.
/s/ Leon McGarry February 26, 2025
Signature of Competent Person Date
Professional Geoscientists Ontario 2348
Professional Membership Membership Number
/s/ Amy Davies Amy Davies
Signature of Witness Print Witness Name

EX-23.5 8 ex2305-qpgrigsbyxcarolina.htm EX-23.5 Document

Exhibit 23.5

Consent of Qualified Person
In accordance with the requirements of Regulation S-K 1300 Modernization of Property Disclosures §229.1302(b)(4)(iv)
Report Description
Report titled “Amended Technical Report Summary of a Definitive Feasibility Study of the Carolina Lithium Project in North Carolina”
(“Report”)
Piedmont Lithium Inc.
(“Company”)
April 20, 2023
(“Date of Report”)
Statement
I, Peter Grigsby, CP. Eng, of Primero Group Americas Inc., confirm that:
•In connection with the filing of the Registration Statement on Form F-4 of Sayona Mining Limited ("Sayona") and the proxy statement/prospectus included therein (as amended and supplemented, the "Registration Statement"), I consent to:
oThe incorporation by reference of the Technical Report Summary titled “Amended Technical Report Summary of a Definitive Feasibility Study of the Carolina Lithium Project in North Carolina” (“TRS – Definitive Feasibility Study”) filed with the Company's Annual Report on form 10-K/A on April 25, 2023 and incorporated by reference into the Company's Annual Report on form 10-K filed February 28, 2025, into the Registration Statement; and,
oThe use of the Primero Group Americas Inc. name, including our status as an expert or Qualified Person (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission) in connection with the TRS – Definitive Feasibility Study, or portions thereof, that were prepared by us, that we supervised the preparation of and/or that was reviewed or approved by us, that is reported or incorporated by reference into a Security Act filing.
•I have read and understood the requirements of the Regulation S-K 1300 Modernization of Property Disclosures.
•Primero Group Americas Inc. meets the definition of a “Qualified Person” as defined by Regulation S-K, and to the activity for which our firm is accepting responsibility.
•I have reviewed the Technical Report Summary to which this Consent Statement applies.
•I am a full-time employee of Primero Group Americas Inc. who has been engaged by Piedmont Lithium Inc. to prepare the documentation for the Carolina Lithium Project on which the Report is based. The Report maintains an effective date of December 31, 2021.
I verify that the Report is based on and fairly and accurately reflects in the form and context in which it appears, the information in our supporting documentation relating to:
oSection 1 – Executive Summary
oSection 2 – Introduction
oSection 10 – Mineral Processing and Metallurgical Testing
oSection 14 – Processing and Recovery Methods
oSection 18 – Capital and Operating Costs
oSection 19 - Economic Model and Sensitivity Analysis
oSection 22 – Interpretation and Conclusions
oSection 23 – Recommendations
oSection 24 – References
oSection 25 – Reliance on Information Provided by the Company



CONSENT

I consent to the filing of the Technical Report Summary by Piedmont Lithium Inc. (“Reporting Company”)

Additional Reports related to the Deposits for which the Qualified Person signing this form is accepting responsibility:

•The Reporting Company’s Annual Reports (10-K) and amendments thereto for the next 12 months;
•The Reporting Company’s Quarterly Reports for the next 12 months;
•The Reporting Company’s Investor Presentations for the next 12 months;
•The Reporting Company’s future press releases for the next 12 months, until such time that the Report is superseded or this consent is otherwise withdrawn;
•The Reporting Company’s exhibition booths at any conferences for the next 12 months; and
•Any other releases, presentations and promotional material made by the Reporting Company during the next 12 months, until such time that the exploration target included in the Report is superseded or this consent is otherwise withdrawn.
/s/ Peter Grigsby February 26, 2025
Signature of Authorized Representative of the 3rd Party Firm Acting as Qualified Person Date
/s/ Ahren Gray Ahren Gray
Signature of Witness Print Witness Name

EX-23.6 9 ex2306-qpsandrewsxauthier.htm EX-23.6 Document

Exhibit 23.6

Consent of Qualified Person
In accordance with the requirements of Regulation S-K 1300 Modernization of Property Disclosures §229.1302(b)(4)(iv)
Report Description
Report titled “Authier Lithium DFS Technical Report Summary - Quebec, Canada”
(“Report”)
Piedmont Lithium Inc.
(“Company”)
Authier Lithium Project
(“Deposit”)
February 18, 2025
(“Date of Report”)
Statement
I, Steve Andrews, or Measured Group, confirm that:
•In connection with any Securities Act filings or Exchange Act report and any amendment, supplement, or exhibit thereto, I consent to:
oThe filing and use of the Technical Report Summary titled “Authier Lithium Technical Report Summary - Quebec, Canada” (“TRS – Definitive Feasibility Study”) in connection with the Company’s 10-K filing with an approximate filing date of February 26, 2025; and,
oThe use of the Measured Group name, including our status as an expert or Qualified Person (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission) in connection with the TRS – Definitive Feasibility Study; and,
oThe information derived, summarized, quoted or reference from the TRS – Definitive Feasibility Study, or portions thereof, that were prepared by us, that we supervised the preparation of and/or that was reviewed or approved by us, that is reported or incorporated by reference into a Security Act filing.
•I have read and understood the requirements of the Regulation S-K 1300 Modernization of Property Disclosures.
•I am a “Qualified Person” as defined by Regulation S-K, and to the activity for which I am accepting responsibility.
•I have reviewed the Technical Report Summary to which this Consent Statement applies.
•I am a full-time employee of Measured Group who has been engaged by Sayona Mining Limited to prepare the documentation for the Authier Lithium Project on which the Report is based.
I am responsible for the preparation of the report (chapters) titled “Authier Lithium Technical Report Summary – Quebec, Canada,” with specific responsibility for the following sections of this report:
oSection 1 – Executive Summary
oSection 6 – Geological Setting, Mineralization, and Deposit
oSection 7 – Exploration
oSection 8 – Sample Preparation, Analyses, and Security
oSection 9 - Data Verification
oSection 21 - Other Relevant Data and Information
oSection 22 – Interpretation and Conclusions
oSection 23 – Recommendations
oSection 25 – Reliance on Information Provided by the Registrant



CONSENT

I consent to the filing of the Technical Report Summary by Piedmont Lithium Inc. (“Reporting Company”)

Additional Reports related to the Deposits for which the Qualified Person signing this form is accepting responsibility:

•The Reporting Company’s Annual Reports (10-K) for the next 12 months;
•The Reporting Company’s Quarterly Reports for the next 12 months;
•The Reporting Company’s Investor Presentations for the next 12 months;
•The Reporting Company’s future press releases for the next 12 months, until such time that the Report is superseded or this consent is otherwise withdrawn;
•The Reporting Company’s exhibition booths at any conferences for the next 12 months; and
•Any other releases, presentations and promotional material made by the Reporting Company during the next 12 months, until such time that the exploration target included in the Report is superseded or this consent is otherwise withdrawn.
/s/ Steve Andrews February 26, 2025
Signature of Competent Person Date
AusIMM 328903
Professional Membership Membership Number
/s/ Brett Ehler Brett Ehler
Signature of Witness Print Witness Name

EX-23.7 10 ex2307-qptoconnellxauthier.htm EX-23.7 Document

Exhibit 23.7

Consent of Qualified Person
In accordance with the requirements of Regulation S-K 1300 Modernization of Property Disclosures §229.1302(b)(4)(iv)
Report Description
Report titled “Authier Lithium DFS Technical Report Summary - Quebec, Canada”
(“Report”)
Piedmont Lithium Inc.
(“Company”)
Authier Lithium Project
(“Deposit”)
February 18, 2025
(“Date of Report”)
Statement
I, Anthony O'Connell, B.Eng., of Optimal Mining, confirm that:
•In connection with any Securities Act filings or Exchange Act report and any amendment, supplement, or exhibit thereto, I consent to:
oThe filing and use of the Technical Report Summary titled “Authier Lithium Technical Report Summary - Quebec, Canada” (“TRS – Definitive Feasibility Study”) in connection with the Company’s 10-K filing with an approximate filing date of February 26, 2025; and,
oThe use of the Optimal Mining name, including our status as an expert or Qualified Person (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission) in connection with the TRS – Definitive Feasibility Study; and,
oThe information derived, summarized, quoted or reference from the TRS – Definitive Feasibility Study, or portions thereof, that were prepared by us, that we supervised the preparation of and/or that was reviewed or approved by us, that is reported or incorporated by reference into a Security Act filing.
•I have read and understood the requirements of the Regulation S-K 1300 Modernization of Property Disclosures.
•I am a “Qualified Person” as defined by Regulation S-K, and to the activity for which I am accepting responsibility.
•I have reviewed the Technical Report Summary to which this Consent Statement applies.
•I am a full-time employee of Optimal Mining who has been engaged by Sayona Mining Limited to prepare the documentation for the Authier Lithium Project on which the Report is based.
I am responsible for the preparation of the report (chapters) titled “Authier Lithium DFS Technical Report Summary – Quebec, Canada,” with specific responsibility for sections 1 through 25 of this report.



CONSENT

I consent to the filing of the Technical Report Summary by Piedmont Lithium Inc. (“Reporting Company”)

Additional Reports related to the Deposits for which the Qualified Person signing this form is accepting responsibility:

•The Reporting Company’s Annual Reports (10-K) for the next 12 months;
•The Reporting Company’s Quarterly Reports for the next 12 months;
•The Reporting Company’s Investor Presentations for the next 12 months;
•The Reporting Company’s future press releases for the next 12 months, until such time that the Report is superseded or this consent is otherwise withdrawn;
•The Reporting Company’s exhibition booths at any conferences for the next 12 months; and
•Any other releases, presentations and promotional material made by the Reporting Company during the next 12 months, until such time that the exploration target included in the Report is superseded or this consent is otherwise withdrawn.
/s/ Anthony O'Connell February 26, 2025
Signature of Competent Person Date
AusIMM 230490
Professional Membership Membership Number
/s/ Brett Ehler Brett Ehler
Signature of Witness Print Witness Name

EX-23.8 11 ex2308-qpsandrewsxnal1.htm EX-23.8 Document

Exhibit 23.8

Consent of Qualified Person
In accordance with the requirements of Regulation S-K 1300 Modernization of Property Disclosures §229.1302(b)(4)(iv)
Report Description
Report titled “North American Lithium DFS Technical Report Summary - Quebec, Canada”
(“Report”)
Piedmont Lithium Inc.
(“Company”)
North American Lithium Project
(“Deposit”)
December 9, 2024
(“Date of Report”)
Statement
I, Steve Andrews, of Measured Group, confirm that:
•In connection with any Securities Act filings or Exchange Act report and any amendment, supplement, or exhibit thereto, I consent to:
oThe filing and use of the Technical Report Summary titled “North American Lithium DFS Technical Report Summary - Quebec, Canada” (“TRS – Definitive Feasibility Study”) in connection with the Company’s 10-K filing with an approximate filing date of February 28, 2025; and,
oThe use of the Measured Group name, including our status as an expert or Qualified Person (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission) in connection with the TRS – Definitive Feasibility Study; and,
oThe information derived, summarized, quoted or reference from the TRS – Definitive Feasibility Study, or portions thereof, that were prepared by us, that we supervised the preparation of and/or that was reviewed or approved by us, that is reported or incorporated by reference into a Security Act filing.
•I have read and understood the requirements of the Regulation S-K 1300 Modernization of Property Disclosures.
•I am a “Qualified Person” as defined by Regulation S-K, and to the activity for which I am accepting responsibility.
•I have reviewed the Technical Report Summary to which this Consent Statement applies.
•I am an authorized representative and full-time employee of Measured Group who has been engaged by Sayona Mining Limited to prepare the documentation for the North American Lithium Project on which the Report is based.

I am responsible for the preparation of the report (chapters) titled "North American Lithium DFS Technical Report Summary - Quebec, Canada," with specific responsibility for the following sections of this report::
oSection 1 – Executive Summary
oSection 6 – Geological Setting, Mineralization, and Deposit
oSection 7 – Exploration
oSection 8 – Sample Preparation, Analysis and Security
oSection 9 – Data Verification
oSection 11 – Mineral Resource Estimates
oSection 21 - Other Relevant Data and Information
oSection 22 – Interpretation and Conclusions
oSection 23 – Recommendations
oSection 25 – Reliance on Information Provided by the Registrant



CONSENT

I consent to the filing of the Technical Report Summary by Piedmont Lithium Inc. (“Reporting Company”)

Additional Reports related to the Deposits for which the Qualified Person signing this form is accepting responsibility:

•The Reporting Company’s Annual Reports (10-K) for the next 12 months;
•The Reporting Company’s Quarterly Reports for the next 12 months;
•The Reporting Company’s Investor Presentations for the next 12 months;
•The Reporting Company’s future press releases for the next 12 months, until such time that the Report is superseded or this consent is otherwise withdrawn;
•The Reporting Company’s exhibition booths at any conferences for the next 12 months; and
•Any other releases, presentations and promotional material made by the Reporting Company during the next 12 months, until such time that the exploration target included in the Report is superseded or this consent is otherwise withdrawn.
/s/ Steve Andrews 2/26/2025
Signature of Competent Person Date
AusIMM 328903
Professional Membership Membership Number
Brett Ehler Brett Ehler
Signature of Witness Print Witness Name

EX-23.9 12 ex2309-qpxpahockingxnal.htm EX-23.9 Document

Exhibit 23.9

Consent of Qualified Person
In accordance with the requirements of Regulation S-K 1300 Modernization of Property Disclosures §229.1302(b)(4)(iv)
Report Description
Report titled “North American Lithium DFS Technical Report Summary - Quebec, Canada”
(“Report”)
Piedmont Lithium Inc.
(“Company”)
North American Lithium
(“Deposit”)
December 9, 2024
(“Date of Report”)
Statement
I, Alan Hocking, of Xenco Services, confirm that:
•In connection with any Securities Act filings or Exchange Act report and any amendment, supplement, or exhibit thereto, I consent to:
oThe filing and use of the Technical Report Summary titled “North American Lithium DFS Technical Report Summary - Quebec, Canada” (“TRS – Definitive Feasibility Study”) in connection with the Company’s 10-K filing with an approximate filing date of February 28, 2025; and,
oThe use of the Xenco Services name, including our status as an expert or Qualified Person (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission) in connection with the TRS – Definitive Feasibility Study; and,
oThe information derived, summarized, quoted or reference from the TRS – Definitive Feasibility Study, or portions thereof, that were prepared by us, that we supervised the preparation of and/or that was reviewed or approved by us, that is reported or incorporated by reference into a Security Act filing.
•I have read and understood the requirements of the Regulation S-K 1300 Modernization of Property Disclosures.
•I am a “Qualified Person” as defined by Regulation S-K, and to the activity for which I am accepting responsibility.
•I have reviewed the Technical Report Summary to which this Consent Statement applies.
•I am a full-time employee of Xenco Services who has been engaged by Sayona Mining Limited to prepare the documentation for the North American Lithium Project on which the Report is based.

I am responsible for the preparation of the report (chapters) titled "North American Lithium DFS Technical Report Summary - Quebec, Canada," with specific responsibility for the following sections of this report::
oSection 1 – Executive Summary
oSection 15 – Infrastructure
oSection 17 – Environmental Studies, Permitting, Social or Community Impact
oSection 18 – Capital and Operating Costs
oSection 21 - Other Relevant Data and Information
oSection 22 – Interpretation and Conclusions
oSection 23 – Recommendations
oSection 25 – Reliance on Information Provided by the Registrant



CONSENT

I consent to the filing of the Technical Report Summary by Piedmont Lithium Inc. (“Reporting Company”)

Additional Reports related to the Deposits for which the Qualified Person signing this form is accepting responsibility:

•The Reporting Company’s Annual Reports (10-K) for the next 12 months;
•The Reporting Company’s Quarterly Reports for the next 12 months;
•The Reporting Company’s Investor Presentations for the next 12 months;
•The Reporting Company’s future press releases for the next 12 months, until such time that the Report is superseded or this consent is otherwise withdrawn;
•The Reporting Company’s exhibition booths at any conferences for the next 12 months; and
•Any other releases, presentations and promotional material made by the Reporting Company during the next 12 months, until such time that the exploration target included in the Report is superseded or this consent is otherwise withdrawn.
/s/ Alan Hocking 2/26/2025
Signature of Competent Person Date
MIEAust CPEng NER APEC Engineer IntPW (Aus) 2497735
Professional Membership Membership Number
/s/ Brett Ehler Brett Ehler
Signature of Witness Print Witness Name

EX-23.10 13 ex2310-qpsolearyxnal1.htm EX-23.10 Document

Exhibit 23.10

Consent of Qualified Person
In accordance with the requirements of Regulation S-K 1300 Modernization of Property Disclosures §229.1302(b)(4)(iv)
Report Description
Report titled “North American Lithium DFS Technical Report Summary - Quebec, Canada”
(“Report”)
Piedmont Lithium Inc.
(“Company”)
North American Lithium Project
(“Deposit”)
December 9, 2024
(“Date of Report”)
Statement
I, Simon O'Leary., of Wave International., confirm that:
•In connection with any Securities Act filings or Exchange Act report and any amendment, supplement, or exhibit thereto, I consent to:
oThe filing and use of the Technical Report Summary titled “North American Lithium DFS Technical Report Summary - Quebec, Canada” (“TRS – Definitive Feasibility Study”) in connection with the Company’s 10-K filing with an approximate filing date of February 28, 2025; and,
oThe use of the Wave International name, including our status as an expert or Qualified Person (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission) in connection with the TRS – Definitive Feasibility Study; and,
oThe information derived, summarized, quoted or reference from the TRS – Definitive Feasibility Study, or portions thereof, that were prepared by us, that we supervised the preparation of and/or that was reviewed or approved by us, that is reported or incorporated by reference into a Security Act filing.
•I have read and understood the requirements of the Regulation S-K 1300 Modernization of Property Disclosures.
•I am a “Qualified Person” as defined by Regulation S-K, and to the activity for which I am accepting responsibility.
•I have reviewed the Technical Report Summary to which this Consent Statement applies.
•I am a full-time employee of Wave International who has been engaged by Sayona Mining Limited to prepare the documentation for the North American Lithium Project on which the Report is based, for the period ended December 31, 2024.

I am responsible for the preparation of the report (chapters) titled "North American Lithium DFS Technical Report Summary - Quebec, Canada," with specific responsibility for the following sections of this report::
oSection 1 – Executive Summary
oSection 10 – Mineral Processing and Metallurgical Testing
oSection 14 – Processing and Recovery Methods
oSection 18 – Capital and Operating Costs
oSection 21 – Other Relevant Data and Information
oSection 22 – Interpretation and Conclusions
oSection 23 – Recommendations
oSection 25 – Reliance on Information Provided by the Registrant



CONSENT

I consent to the filing of the Technical Report Summary by Piedmont Lithium Inc. (“Reporting Company”)

Additional Reports related to the Deposits for which the Qualified Person signing this form is accepting responsibility:

•The Reporting Company’s Annual Reports (10-K) for the next 12 months;
•The Reporting Company’s Quarterly Reports for the next 12 months;
•The Reporting Company’s Investor Presentations for the next 12 months;
•The Reporting Company’s future press releases for the next 12 months, until such time that the Report is superseded or this consent is otherwise withdrawn;
•The Reporting Company’s exhibition booths at any conferences for the next 12 months; and
•Any other releases, presentations and promotional material made by the Reporting Company during the next 12 months, until such time that the exploration target included in the Report is superseded or this consent is otherwise withdrawn.
/s/ Simon O'Leary 2/26/2025
Signature of Competent Person Date
AusIMM 111987
Professional Membership Membership Number
/s/ Steven Hollis Steven Hollis
Signature of Witness Print Witness Name

EX-23.11 14 ex2311-qptoconnellxnal1.htm EX-23.11 Document

Exhibit 23.11

Consent of Qualified Person
In accordance with the requirements of Regulation S-K 1300 Modernization of Property Disclosures §229.1302(b)(4)(iv)
Report Description
Report titled “North American Lithium DFS Technical Report Summary - Quebec, Canada”
(“Report”)
Piedmont Lithium Inc.
(“Company”)
North American Lithium
(“Deposit”)
December 9, 2024
(“Date of Report”)
Statement
I, Tony O'Connell., of Optimal Mining., confirm that:
•In connection with any Securities Act filings or Exchange Act report and any amendment, supplement, or exhibit thereto, I consent to:
oThe filing and use of the Technical Report Summary titled “North American Lithium DFS Technical Report Summary - Quebec, Canada” (“TRS – Definitive Feasibility Study”) in connection with the Company’s 10-K filing with an approximate filing date of February 28, 2025; and,
oThe use of the Optimal Mining name, including our status as an expert or Qualified Person (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission) in connection with the TRS – Definitive Feasibility Study; and,
oThe information derived, summarized, quoted or reference from the TRS – Definitive Feasibility Study, or portions thereof, that were prepared by us, that we supervised the preparation of and/or that was reviewed or approved by us, that is reported or incorporated by reference into a Security Act filing.
•I have read and understood the requirements of the Regulation S-K 1300 Modernization of Property Disclosures.
•I am a “Qualified Person” as defined by Regulation S-K, and to the activity for which I am accepting responsibility.
•I have reviewed the Technical Report Summary to which this Consent Statement applies.
•I am a full-time employee of Optimal Mining who has been engaged by Sayona Mining Limited to prepare the documentation for the North American Lithium Project on which the Report is based.

I am responsible for the preparation of the report (chapters) titled "North American Lithium DFS Technical Report Summary - Quebec, Canada," with specific responsibility for the following sections of this report::
oSection 1 – Executive Summary
oSection 2 – Introduction
oSection 3 – Property Description
oSection 4 - Accessibility, Climate, Local Resources, Infrastructure, Physiography
oSection 5 - History
oSection 6 - Geological Setting, Mineralization, and Deposit
oSection 7 - Exploration
oSection 8 - Sample Preparation, Analysis and Security
oSection 9 – Data Verification
oSection 10 – Mineral Processing and Metallurgical Testing
oSection 11 - Mineral Resource Estimates
oSection 12 - Mineral Reserves Estimates
oSection 13 - Mining Methods
oSection 14 - Processing and Recovery Methods
oSection 15 – Infrastructure
oSection 16 – Market Studies and Contracts
oSection 17 – Environmental Studies, Permitting, Social or Community Impacts
oSection 18 - Capital and Operating Costs
oSection 19 - Economic Analysis oSection 20 - Adjacent Properties



oSection 21 - Other Relevant Data and Information
oSection 22 – Interpretation and Conclusions
oSection 23 – Recommendations
oSection 24 – References
oSection 25 – Reliance on Information Provided by the Registrant



CONSENT

I consent to the filing of the Technical Report Summary by Piedmont Lithium Inc. (“Reporting Company”)

Additional Reports related to the Deposits for which the Qualified Person signing this form is accepting responsibility:

•The Reporting Company’s Annual Reports (10-K) for the next 12 months;
•The Reporting Company’s Quarterly Reports for the next 12 months;
•The Reporting Company’s Investor Presentations for the next 12 months;
•The Reporting Company’s future press releases for the next 12 months, until such time that the Report is superseded or this consent is otherwise withdrawn;
•The Reporting Company’s exhibition booths at any conferences for the next 12 months; and
•Any other releases, presentations and promotional material made by the Reporting Company during the next 12 months, until such time that the exploration target included in the Report is superseded or this consent is otherwise withdrawn.
/s/ Tony O'Connell 2/26/2025
Signature of Competent Person Date
AusIMM 230490
Professional Membership Membership Number
/s/ Brett Ehler Brett Ehler
Signature of Witness Print Witness Name

EX-31.1 15 ex311-10k_2024.htm EX-31.1 Document

Exhibit 31.1
I, Keith D. Phillips, certify that:
1.I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2024 of Piedmont Lithium Inc. (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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) 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)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(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 most recent fiscal quarter 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: February 26, 2025
By: /s/ Keith D. Phillips
Name: Keith D. Phillips
Title: President and Chief Executive Officer
(Principal Executive Officer)

EX-31.2 16 ex312-10k_2024.htm EX-31.2 Document

Exhibit 31.2
I, Michael White, certify that:
1.I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2024 of Piedmont Lithium Inc. (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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) 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)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(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 most recent fiscal quarter 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: February 26, 2025
By: /s/ Michael White
Name: Michael White
Title: Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

EX-32.1 17 ex321-10k_2024.htm EX-32.1 Document

Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES OXLEY ACT OF 2002
In connection with the Annual Report of Piedmont Lithium Inc. (the “Company”) on Form 10-K for the year ended December 31, 2024 (the “Report”) as filed with the Securities and Exchange Commission on the date hereof, I, Keith D. Phillips, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1.the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act, as amended; 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: February 26, 2025
By: /s/ Keith D. Phillips
Name: Keith D. Phillips
Title: President and Chief Executive Officer
(Principal Executive Officer)

EX-32.2 18 ex322-10k_2024.htm EX-32.2 Document

Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES OXLEY ACT OF 2002
In connection with the Annual Report of Piedmont Lithium Inc. (the “Company”) on Form 10-K for the year ended December 31, 2024 (the “Report”) as filed with the Securities and Exchange Commission on the date hereof, I, Michael White, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1.the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act, as amended; 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: February 26, 2025
By:
/s/ Michael White
Name:
Michael White
Title: Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

EX-96.2 19 ex962s-k1300authierlithi.htm EX-96.2 ex962s-k1300authierlithi
Authier Lithium Technical Report Summary – Quebec, Canada Exhibit 96.2 Authier Lithium Technical Report Summary – Quebec, Canada Date and signature page This Technical Report Summary is effective as of the 30th of June 2024. Name: Anthony O’Connell B.Eng. Signature: Date: February 18, 2025 Name: Steve Andrews Signature: Date: February 18, 2025 Name: Signature: Date: Name: Signature: Date: Authier Lithium Technical Report Summary – Quebec, Canada 1 TABLE OF CONTENTS Date and signature page ..................................................................................................................... 2 1 Executive Summary ............................................................................................................................ 20 1.1 Introduction ................................................................................................................................ 20 1.2 Forward Looking Notice .............................................................................................................. 20 1.3 Property Description and Ownership ......................................................................................... 21 1.4 Geology and Mineralization ........................................................................................................ 25 1.5 Exploration Status ....................................................................................................................... 26 1.6 Mineral Reserve Estimates ......................................................................................................... 28 1.7 Mineral Resource Estimate ......................................................................................................... 29 1.8 Material Development and Operations ...................................................................................... 30 1.9 Recovery Methods ...................................................................................................................... 30 1.10 Mine Design ................................................................................................................................ 30 1.11 Infrastructure, Capital, and Operating Cost Estimates ............................................................... 31 1.11.1 Project Infrastructure .......................................................................................................... 31 1.11.2 Capital and Operating Cost Estimates................................................................................. 33 1.12 Market Studies ............................................................................................................................ 34 1.12.3 Market Balance ................................................................................................................... 34 1.12.4 Spodumene Price Forecast ................................................................................................. 35 1.13 Environmental, Social and Permitting ........................................................................................ 35 1.13.1 Environmental Studies ........................................................................................................ 35 1.13.2 Decarbonization Plan .......................................................................................................... 37 1.13.3 Population ........................................................................................................................... 38 1.13.4 Permitting ........................................................................................................................... 38 1.13.5 Reclamation and Closure .................................................................................................... 39 1.13.6 Waste Dumps and Tailings .................................................................................................. 39 1.14 Economic Analysis ....................................................................................................................... 40 1.14.1 Project Implementation and Execution .............................................................................. 41 1.14.2 Risk and Opportunity .......................................................................................................... 41 1.15 Conclusions and QP Recommendations ..................................................................................... 42 Authier Lithium Technical Report Summary – Quebec, Canada 2 1.16 Revision Notes ............................................................................................................................ 42 2 Introduction ....................................................................................................................................... 43 2.1 Terms of Reference and Purpose of the Report ......................................................................... 43 2.2 Qualifications of Qualified Persons/Firms .................................................................................. 44 2.2.1 Contributing Authors .......................................................................................................... 44 2.2.2 Site Visits ............................................................................................................................. 44 2.3 Source of information ................................................................................................................. 44 2.4 List of Abbreviations and Units of Measure ................................................................................ 46 3 Property Description .......................................................................................................................... 52 3.1 Property Location, Country, Regional and Government Setting ................................................ 52 3.1.1 Government Setting ............................................................................................................ 55 3.2 Property Ownership, Mineral Tenure, Agreement and Royalties .............................................. 55 3.2.2 Mineral Rights and Permitting ............................................................................................ 59 3.2.3 Agreements and Royalties .................................................................................................. 60 3.3 Environmental Liabilities and Other Permitting Requirements .................................................. 62 4 Accessibility, Climate, Physiography, Local Resources, and Infrastructure ....................................... 63 4.1 Accessibility ................................................................................................................................. 63 4.2 Topography, Elevation, Vegetation and Climate ........................................................................ 63 4.2.1 Physiography ....................................................................................................................... 63 4.2.2 Climate ................................................................................................................................ 64 4.2.3 Vegetation and Wetlands ................................................................................................... 66 4.3 Local Infrastructure and Resources ............................................................................................ 66 4.4 Surface Rights.............................................................................................................................. 67 5 History ................................................................................................................................................ 68 5.1 General ........................................................................................................................................ 68 5.2 Historical Exploration and Drill Programs ................................................................................... 68 5.3 Historical Resource and Reserve Estimates ................................................................................ 71 5.4 Historical Production .................................................................................................................. 73 6 Geological Setting, Mineralization and Deposit ................................................................................. 74 6.1 Regional Geology ........................................................................................................................ 74


 
Authier Lithium Technical Report Summary – Quebec, Canada 3 6.2 Local Geology .............................................................................................................................. 75 6.3 Property Geology ........................................................................................................................ 78 6.4 Mineralization ............................................................................................................................. 79 6.5 Deposit Types .............................................................................................................................. 82 7 Exploration ......................................................................................................................................... 84 7.1 General ........................................................................................................................................ 84 7.2 Sayona Québec Drilling 2016 ...................................................................................................... 85 7.3 Sayona Québec Drilling 2017 ...................................................................................................... 88 7.4 Sayona Québec Drilling 2018 ...................................................................................................... 96 7.4.1 Results in Main Authier Pegmatite ..................................................................................... 97 7.4.2 Results in Northern Authier Pegmatite ............................................................................... 98 7.4.3 Condemnation/ Sterilization Drill Holes ............................................................................. 99 8 Sample Preparation, Analyses and Security ..................................................................................... 101 8.1 Core handling, sampling and security ....................................................................................... 101 8.2 Analytical Laboratory Procedures ............................................................................................. 102 8.2.1 Laboratory accreditation and certification ....................................................................... 102 8.2.2 Laboratory preparation and assays .................................................................................. 103 8.3 QA/QC (Analytical) Procedures ................................................................................................. 103 8.3.3 Certified reference materials (standards) ......................................................................... 103 8.3.4 Blank Samples ................................................................................................................... 110 8.4 Qualified Person Commentary .................................................................................................. 112 9 Data Verification............................................................................................................................... 113 9.1 Project Database ....................................................................................................................... 113 9.1.1 Drillhole Locations ............................................................................................................. 113 9.1.2 Downhole Surveys ............................................................................................................. 113 9.1.3 Assay Certificates .............................................................................................................. 114 9.2 Twinned Historical Drill Holes ................................................................................................... 114 9.2.4 Sayona Québec 2017 Twin Drilling ................................................................................... 114 9.3 Qualified Person’s Opinion ....................................................................................................... 115 10 Mineral Processing and Metallurgical Testing ................................................................................. 116 Authier Lithium Technical Report Summary – Quebec, Canada 4 11 Mineral Resource Estimates ............................................................................................................. 117 11.1 Methodology ............................................................................................................................. 117 11.2 Project Database ....................................................................................................................... 117 11.3 Geological Domaining ............................................................................................................... 119 11.4 Exploratory Data Analysis ......................................................................................................... 120 11.5 Bulk Density Estimation ............................................................................................................ 123 11.6 Geostatistics and Grade Estimation .......................................................................................... 123 11.6.1 Variography ....................................................................................................................... 123 11.6.2 Block Model ...................................................................................................................... 125 11.6.3 Grade Interpolation .......................................................................................................... 125 11.6.4 Block Model Validation ..................................................................................................... 130 11.7 Mineral Resource Classification ................................................................................................ 135 11.8 RPEE Consideration and Cut-Off Grade .................................................................................... 140 11.9 Mineral Resource Statement .................................................................................................... 141 11.10 Tonnage – Grade Distribution and Sensitivity Analysis ............................................................ 145 11.11 Uncertainty ............................................................................................................................... 145 11.12 Qualified Person’s Opinion ....................................................................................................... 146 12 Mineral Reserves Estimates ............................................................................................................. 147 12.1 Reserve Estimate Methodology, Assumptions, Parameters and Cut-off-Value ....................... 147 12.2 Resource Block Model............................................................................................................... 147 12.3 Topography Data ....................................................................................................................... 148 12.4 Mining Block Model .................................................................................................................. 148 12.5 Mine and Plant Production Scenarios ....................................................................................... 148 12.5.1 Modifying Factors ............................................................................................................. 148 12.5.2 Pit Optimization ................................................................................................................ 150 12.5.3 Mine Design ...................................................................................................................... 153 12.6 Mineral Reserve Estimate ......................................................................................................... 156 12.6.1 Assessment of Reserve Estimate Risks ............................................................................. 157 12.7 Material Development and Operations .................................................................................... 158 13 Mining Methods ............................................................................................................................... 159 Authier Lithium Technical Report Summary – Quebec, Canada 5 13.1 Mine Design .............................................................................................................................. 159 13.1.1 Pit Design Parameters ....................................................................................................... 159 13.2 Geotechnical and Hydrological Considerations ........................................................................ 160 13.2.1 Geotechnical Considerations ............................................................................................ 160 13.2.2 Dewatering ........................................................................................................................ 162 13.2.3 Hydrogeological Considerations ....................................................................................... 163 13.2.4 Ore Rehandling Area ......................................................................................................... 164 13.2.5 Haul Roads ........................................................................................................................ 164 13.2.6 Explosives Storage ............................................................................................................. 165 13.3 Mining Fleet and Manning ........................................................................................................ 166 13.3.1 Contract Mining ................................................................................................................ 166 13.3.2 Roster ................................................................................................................................ 166 13.3.3 Mine Maintenance ............................................................................................................ 166 13.3.4 Mine Technical Services .................................................................................................... 167 13.3.5 Drilling ............................................................................................................................... 167 13.3.6 Blasting .............................................................................................................................. 167 13.3.7 Loading .............................................................................................................................. 168 13.3.8 Hauling .............................................................................................................................. 168 13.3.9 Auxiliary ............................................................................................................................. 169 13.4 Mine Plan and Schedule ............................................................................................................ 169 13.4.1 Strategy & Constraints ...................................................................................................... 169 13.4.2 Results ............................................................................................................................... 170 14 Processing and Recovery Methods .................................................................................................. 180 15 Infrastructure ................................................................................................................................... 181 15.1 Waste Rock Storage Facility ...................................................................................................... 182 15.1.1 General Project Description .............................................................................................. 183 15.1.2 Design Update ................................................................................................................... 183 15.1.3 Design Summary ............................................................................................................... 186 15.1.4 Stability Analysis for WRSF and Related Infrastructure .................................................... 187 15.1.5 Waste Rock Handling Methodology.................................................................................. 192 Authier Lithium Technical Report Summary – Quebec, Canada 6 15.2 Water Management .................................................................................................................. 192 15.2.1 Water Management Strategy ........................................................................................... 192 15.2.2 Projected Infrastructure for Water Management ............................................................ 193 15.2.3 Design Criteria for Basins and Ditches .............................................................................. 194 15.2.4 Watersheds ....................................................................................................................... 194 15.2.5 Operational Water Balance and Flux Diagrams ................................................................ 195 15.2.6 Basins Sizing and Design ................................................................................................... 198 15.2.7 Design of the Ditches ........................................................................................................ 198 15.2.8 Pumping Systems .............................................................................................................. 199 15.2.9 Wastewater Treatment ..................................................................................................... 199 15.2.10 Assessment of the Risk of Climate Change ....................................................................... 200 15.3 Access Roads ON/OFF and ROM Pads ...................................................................................... 201 15.3.11 Site Preparation and Pads ................................................................................................. 201 15.3.12 Haul Roads ........................................................................................................................ 202 15.3.13 Internal LV Roads and Car Parking .................................................................................... 202 15.4 Electrical Power Supply and Distribution .................................................................................. 202 15.5 Water Supply ............................................................................................................................. 203 15.5.1 Raw Water......................................................................................................................... 203 15.5.2 Fire Water ......................................................................................................................... 203 15.5.3 Sewage .............................................................................................................................. 203 15.6 Construction Materials ............................................................................................................. 204 15.6.1 Fuel, Lube and Oil Storage Facility .................................................................................... 204 15.6.2 Explosives Magazine ......................................................................................................... 204 15.7 Communications ....................................................................................................................... 204 15.8 Security and Access Point ......................................................................................................... 204 15.9 On-Site Infrastructure ............................................................................................................... 205 15.9.1 Temporary Construction Management Facility ................................................................ 205 15.9.2 Offsite Infrastructure ........................................................................................................ 205 15.9.3 General Earthworks .......................................................................................................... 205 15.9.4 General, Green and Regulated Waste .............................................................................. 206


 
Authier Lithium Technical Report Summary – Quebec, Canada 7 15.9.5 Ore Transportation ........................................................................................................... 206 15.9.6 Administration Facility ...................................................................................................... 206 16 Market Studies and Contracts .......................................................................................................... 207 16.1 Market Balance ......................................................................................................................... 207 16.2 Demand Forecast ...................................................................................................................... 208 16.3 Supply Forecast ......................................................................................................................... 209 16.4 Product Pricing .......................................................................................................................... 210 16.5 Contract Sales ........................................................................................................................... 211 16.6 Packaging and Transportation .................................................................................................. 211 16.7 Risks and Uncertainties ............................................................................................................. 212 17 Environmental Studies, Permitting, Social or Community Impacts ................................................. 213 17.1 Environmental Baseline and Impact Studies ............................................................................ 213 17.1.1 Environmental Baseline .................................................................................................... 213 17.1.2 Topography ....................................................................................................................... 213 17.1.3 Local Geomorphology ....................................................................................................... 213 17.1.4 Soils Quality ....................................................................................................................... 215 17.1.5 Hydrology .......................................................................................................................... 215 17.1.6 Underground Water Quality ............................................................................................. 215 17.1.7 Surface Water Quality ....................................................................................................... 215 17.1.8 Sediments.......................................................................................................................... 216 17.1.9 Vegetation and Wetlands ................................................................................................. 216 17.1.10 Terrestrial and Avian Fauna .............................................................................................. 216 17.1.11 Fish and Fish Habitat ......................................................................................................... 217 17.1.12 Benthic Community........................................................................................................... 217 17.1.13 Endangered Wildlife .......................................................................................................... 217 17.2 Monitoring Program ................................................................................................................. 217 17.2.1 Groundwater Monitoring .................................................................................................. 218 17.2.2 Effluent Monitoring ........................................................................................................... 218 17.2.3 Environmental Effects Monitoring Program ..................................................................... 218 17.3 Waste Rock, Ore, and Water Management .............................................................................. 218 Authier Lithium Technical Report Summary – Quebec, Canada 8 17.3.1 Preliminary Geochemical Characterization ....................................................................... 219 17.3.2 Kinetic Geochemical Characterization .............................................................................. 219 17.3.3 Complementary Geochemical Studies .............................................................................. 221 17.3.4 Prediction of Water Quality .............................................................................................. 221 17.4 Project Permitting ..................................................................................................................... 221 17.4.1 Provincial Requirements ................................................................................................... 221 17.4.2 Federal Requirements ....................................................................................................... 223 17.4.3 Other Authorizations ........................................................................................................ 223 17.5 Other Environmental Concerns ................................................................................................ 225 17.5.1 Air Quality ......................................................................................................................... 225 17.5.2 Noise ................................................................................................................................. 226 17.5.3 Soils ................................................................................................................................... 226 17.5.4 Hydrology .......................................................................................................................... 226 17.5.5 Surface Water Quality ....................................................................................................... 226 17.5.6 Hydrogeology and Underground Water Quality ............................................................... 227 17.5.7 Terrestrial Vegetation ....................................................................................................... 228 17.5.8 Wetlands ........................................................................................................................... 228 17.5.9 Ichthyofauna ..................................................................................................................... 228 17.5.10 Species of Interest ............................................................................................................. 229 17.5.11 Cultural and Archaeological Heritage ............................................................................... 229 17.6 Social and Community Impacts ................................................................................................. 229 17.6.1 Decarbonization Plan ........................................................................................................ 229 17.6.2 Strategy ............................................................................................................................. 230 17.6.3 Population ......................................................................................................................... 231 17.6.4 Stakeholder Mapping ........................................................................................................ 232 17.6.5 Land Uses .......................................................................................................................... 232 17.6.6 Potential Community Related Requirements and Status of Negotiations or Agreements 233 17.7 Closure and Reclamation Plan .................................................................................................. 235 17.7.1 Overview ........................................................................................................................... 236 Authier Lithium Technical Report Summary – Quebec, Canada 9 17.7.2 Post-Closure Monitoring ................................................................................................... 236 17.7.3 Costs Estimation ................................................................................................................ 236 18 Capital and Operating Costs ............................................................................................................. 238 18.1 Summary of Capital Cost Estimate ............................................................................................ 238 18.1.1 Mine Capital Expenditure ................................................................................................. 239 18.1.2 Plant Capital Expenditure .................................................................................................. 239 18.1.3 Infrastructure Capital Expenditure ................................................................................... 239 18.2 Preproduction and Environmental Costs .................................................................................. 240 18.3 Basis of Estimate ....................................................................................................................... 241 18.3.4 Estimate Overview and Qualifications .............................................................................. 241 18.3.5 Base Date .......................................................................................................................... 241 18.3.6 Estimate Accuracy ............................................................................................................. 242 18.3.7 Exclusions and Assumptions ............................................................................................. 242 18.3.8 Wetlands Compensation ................................................................................................... 242 18.3.9 Royalty Buyback ................................................................................................................ 243 18.3.10 Closure and Reclamation .................................................................................................. 243 18.4 Sustaining Capital ...................................................................................................................... 243 18.4.1 Mining ............................................................................................................................... 243 18.4.2 Infrastructure .................................................................................................................... 244 18.4.3 Closure and Reclamation .................................................................................................. 244 18.5 Summary of Operating Cost Estimate ....................................................................................... 244 18.6 Mine Operating Cost ................................................................................................................. 245 18.6.1 Mine and Geology ............................................................................................................. 245 18.7 Plant Operating Cost ................................................................................................................. 247 18.8 General & Administration ......................................................................................................... 247 19 Economic Analysis ............................................................................................................................ 248 19.1 Economic Base Case, Inputs and Assumptions ......................................................................... 248 19.2 Products Considered in the Cash Flow Analysis ........................................................................ 250 19.3 Financial Model and Key Metrics .............................................................................................. 252 19.4 Taxes, Royalties and Other Fees ............................................................................................... 252 Authier Lithium Technical Report Summary – Quebec, Canada 10 19.4.1 Royalties ............................................................................................................................ 252 19.4.2 Working Capital ................................................................................................................. 252 19.4.3 Taxation ............................................................................................................................. 253 19.5 Contracts ................................................................................................................................... 253 19.6 Indicative Economics, Base Case ............................................................................................... 254 19.7 Sensitivity Analysis .................................................................................................................... 254 19.8 Alternative Cases / Sensitivity Models ...................................................................................... 259 20 Adjacent Properties .......................................................................................................................... 260 21 Other Relevant Data and Information ............................................................................................. 263 21.1 Project Execution Plan .............................................................................................................. 263 21.2 Project Organization ................................................................................................................. 263 21.2.1 Engineering and Procurement .......................................................................................... 263 21.2.2 Construction Management ............................................................................................... 264 21.3 Risk and Opportunity Assessment ............................................................................................ 265 22 Interpretation and Conclusions ........................................................................................................ 273 22.1 Project Summary ....................................................................................................................... 273 22.2 Key Outcomes ........................................................................................................................... 273 22.3 Geology and Resources ............................................................................................................. 273 22.4 Mining and Reserves ................................................................................................................. 274 22.5 Infrastructure and Water Management ................................................................................... 274 22.6 Market Studies .......................................................................................................................... 274 22.7 Environmental and Social Issues ............................................................................................... 274 22.8 Project Costs and Financial Evaluation ..................................................................................... 275 22.8.1 Capital Costs ...................................................................................................................... 275 22.8.2 Operating Costs ................................................................................................................. 276 22.8.3 Financial Analysis .............................................................................................................. 276 23 Recommendations ........................................................................................................................... 278 23.1 Project Summary ....................................................................................................................... 278 23.2 Geology and Resources ............................................................................................................. 278 23.3 Mining and Reserves ................................................................................................................. 279


 
Authier Lithium Technical Report Summary – Quebec, Canada 11 23.4 Infrastructure ............................................................................................................................ 279 23.5 Market Studies .......................................................................................................................... 281 23.6 Environmental and Social Recommendations .......................................................................... 281 23.7 Project Costs and Financial Evaluation ..................................................................................... 281 23.8 Waste Dumps Management ..................................................................................................... 281 23.9 Decarbonization ........................................................................................................................ 282 23.10 Project Execution ...................................................................................................................... 282 24 References ........................................................................................................................................ 283 24.1 List of References ...................................................................................................................... 283 25 Reliance on Information supplied by Registrant .............................................................................. 286 25.1 Information Supplied by Registrant .......................................................................................... 286 25.2 Details of Reliance ..................................................................................................................... 286 Authier Lithium Technical Report Summary – Quebec, Canada 12 LIST OF TABLES Table 1-1 – List of Authier Property claims ................................................................................................. 25 Table 1-2 – Authier Lithium Project Mineral Reserve estimate at Effective Date of June 30, 2024 at CAD$120/t. .................................................................................................................................................. 28 Table 1-3 – Authier Mineral Resource statement at effective date June 30, 2024 based on USD $977/t Li₂O, exclusive of Mineral Reserves. .................................................................................................................... 29 Table 1-4 – Project initial capital cost detailed summary ........................................................................... 33 Table 1-5 – Sustaining Capital Cost Estimate Summary.............................................................................. 33 Table 1-6 – Summary LOM Operating Cost Estimate Summary ................................................................. 34 Table 1-7 – Financial Analysis Summary ..................................................................................................... 40 Table 1-8 – Main project risks ..................................................................................................................... 42 Table 2-1 – Chapters responsibility ............................................................................................................. 44 Table 2-2 – List of Abbreviations ................................................................................................................. 46 Table 2-3 – Units of Measure ...................................................................................................................... 50 Table 3-1 – List of Authier Property claims ................................................................................................. 58 Table 3-2 – Authier project summary royalties .......................................................................................... 60 Table 4-1 – Average temperatures by month. ............................................................................................ 65 Table 4-2 – Average monthly precipitation with the proportions of rain and snow. ................................. 65 Table 5-1 – Summary of drilling completed on the Property prior to the Sayona acquisition in 2016 ...... 71 Table 5-2 – Glen Eagle 2013 Historical NI 43-101 Mineral Resource Estimate (at 0.5% Li2O cut-off) ........ 72 Table 7-1 – Phase 1 Sayona drill hole collar location and intercept information (Downhole intersections in meters) ........................................................................................................................................................ 86 Table 7-2 – Phase 2 Sayona drill hole collar location and intercept information (downhole intersections in meters) ........................................................................................................................................................ 89 Table 7-3 – Sayona Phase 3 Metallurgical Pilot Plan drill hole collar location and intercept information (downhole intersections in meters). ........................................................................................................... 98 Table 7-4 – Sayona Phase 3 Metallurgical Pilot Plan drill hole collar location and intercept information (downhole intersections in meters). ........................................................................................................... 99 Table 8-1 – Results from custom Low-Li and High-Li standards – Sayona Québec 2016 ......................... 104 Table 8-2 – Results from custom Low-Li and High-Li standards – Sayona Québec 2017 ......................... 106 Authier Lithium Technical Report Summary – Quebec, Canada 13 Table 8-3 – Sayona Québec standard reference material summary ........................................................ 108 Table 8-4 – Blank Summary – Sayona Québec 2016 ................................................................................. 110 Table 8-5 – Blank summary – Sayona Québec 2017 ................................................................................. 111 Table 8-6 – Sayona Québec blank summary ............................................................................................. 111 Table 9-1 – Comparative results for metallurgical pilot plant drill holes vs. original drill holes - Authier Property .................................................................................................................................................... 114 Table 11-1 – Database statistics ............................................................................................................... 117 Table 11-2 – Range of analytical data for Mineralized domains .............................................................. 118 Table 11-3 – Statistics for 1.5 m composites ............................................................................................ 120 Table 11-4 – Specific gravity measurements statistical parameters (2010 Program) .............................. 123 Table 11-5 – Bulk density statistics (2017 Program) ................................................................................. 123 Table 11-6 – Main Zone Variography ........................................................................................................ 124 Table 11-7 –Block model parameters ....................................................................................................... 125 Table 11-8 – Statistical comparison of assay, composite, and block data statistics report ..................... 134 Table 11-9 – Parameters used for Resource pit optimization. ................................................................. 140 Table 11-10 – Authier Mineral Resource statement at effective date of June 30, 2024 based on USD $977/t Li₂O at a cut-off of 0.55% Li₂O, inclusive of Mineral Reserves. ................................................................. 141 Table 11-11 – Authier Mineral Resource statement of Resources at effective date of June 30, 2024 based on USD $977/t Li₂O, exclusive of Mineral Reserves. ................................................................................. 142 Table 12-1 – Pit optimization parameters for the Authier Lithium Project. ............................................. 150 Table 12-2 – Pit optimization results. ....................................................................................................... 152 Table 12-3 – Pit design geotechnical parameters. .................................................................................... 154 Table 12-4 – Pit design parameters. ......................................................................................................... 155 Table 12-5 – Haul road design parameters. .............................................................................................. 156 Table 12-6 – Authier Lithium Project Mineral Reserve estimate at Effective Date of June 30, 2024 at CAD$120/t. ................................................................................................................................................ 157 Table 13-1 – Pit design parameters. ......................................................................................................... 159 Table 13-2 – In-pit haul roads design parameters. ................................................................................... 159 Table 13-3 – Pit design geotechnical parameters. .................................................................................... 162 Table 13-4 – Haul road design parameters. .............................................................................................. 165 Authier Lithium Technical Report Summary – Quebec, Canada 14 Table 13-5 – Drilling ore and waste patterns. ........................................................................................... 167 Table 13-6 – Mine equipment requirements over the LOM..................................................................... 171 Table 13-7 – Authier Lithium LOM plan. ................................................................................................... 172 Table 15-1 – Summary of the LOM waste material from Authier pit. ...................................................... 183 Table 15-2 – Authier waste LOM production. ........................................................................................... 185 Table 15-3 – Waste rock storage facility required capacity. ..................................................................... 186 Table 15-4 – Waste rock stockpile volumetric LOM requirements. ......................................................... 187 Table 15-5 – Geotechnical parameters of waste rock stockpile constituent materials. .......................... 190 Table 15-6 – Factor of safety of slope stability analysis. .......................................................................... 192 Table 15-7 – Main outputs of the operational water balance. ................................................................. 196 Table 15-8 – Crest elevations. ................................................................................................................... 198 Table 15-9 – Typical Cross-section to be used for the mine site ditches. ................................................. 199 Table 15-10 – Pumping system and lines. ................................................................................................. 199 Table 15-11 – OURANOS Projections for temperature and precipitation. ............................................... 200 Table 17-1 – Provincial and federal acts and regulations. ........................................................................ 224 Table 18-1 – Initial capital costs summary. ............................................................................................... 238 Table 18-2 – Initial capital cost estimate for mining. ................................................................................ 239 Table 18-3 – Infrastructure capital cost estimate. .................................................................................... 240 Table 18-4 – Project initial capital cost detailed summary. ...................................................................... 241 Table 18-5 – Sustaining capital costs. ....................................................................................................... 243 Table 18-6 – Summary LOM operating costs. ........................................................................................... 244 Table 18-7 – LOM mining operating costs. ............................................................................................... 246 Table 18-8 – LOM mining operating cost breakdown. ............................................................................. 247 Table 19-1 – Authier Lithium operation – Financial analysis summary. ................................................... 249 Table 19-2 – Authier Lithium operation – Authier Lithium total project costs. ....................................... 249 Table 19-3 – Project cash flows on an annualized basis (CAD). ................................................................ 250 Table 19-4 – Financial analysis summary (pre-tax and after-tax). ............................................................ 252 Table 19-5 – Ore price sensitivities on after-tax NPV. .............................................................................. 255 Table 19-6 – Operating costs sensitivities on after-tax NPV. .................................................................... 255


 
Authier Lithium Technical Report Summary – Quebec, Canada 15 Table 19-7 – Capital costs sensitivities on after-tax NPV. ......................................................................... 256 Table 19-8 – Sustaining capital costs sensitivities on after-tax NPV. ........................................................ 256 Table 21-1 – Risks. ..................................................................................................................................... 266 Table 21-2 – Main project risks. ................................................................................................................ 266 Table 21-3 – Main project opportunities. ................................................................................................. 267 Table 21-4 – Project risk register. ............................................................................................................. 268 Table 22-1 – Project initial capital cost detailed summary. ...................................................................... 275 Table 22-2 – Project sustaining capital cost detailed summary. .............................................................. 276 Table 22-3 – Summary LOM operating costs. ........................................................................................... 276 Table 22-4 – Financial analysis summary. ................................................................................................. 277 Table 23-1 – Recommended work program for the Authier Lithium Deposit. ......................................... 279 Authier Lithium Technical Report Summary – Quebec, Canada 16 LIST OF FIGURES Figure 1-1 – Authier property location coordinates (Source: Google Earth). ............................................. 22 Figure 1-2 – Location of the Property relative to a number of nearby regional townships. ...................... 22 Figure 1-3 – Authier proximity to nearby mining services centers. ............................................................ 23 Figure 1-4 – Authier location ...................................................................................................................... 24 Figure 1-5 – Authier Lithium LOM production profile. ............................................................................... 31 Figure 1-6 – Site Layout............................................................................................................................... 32 Figure 1-7 – Lithium products price forecast 2026-2040 ............................................................................ 35 Figure 3-1 – Authier property location coordinates (Source: Google Earth). ............................................. 52 Figure 3-2 – Location of the Property relative to a number of nearby regional townships. ...................... 53 Figure 3-3 – Authier proximity to nearby mining services centers. ............................................................ 53 Figure 3-4 – Authier location ...................................................................................................................... 54 Figure 3-5 – Property mining titles location map. ...................................................................................... 56 Figure 3-6 – Proposed pit relative to claim boundaries. ............................................................................. 57 Figure 4-1 – Terrain within Authier tenements .......................................................................................... 64 Figure 5-1 – 2010 Authier Property magnetic survey ................................................................................. 70 Figure 6-1 – Regional geology map ............................................................................................................. 75 Figure 6-2 – Stratigraphy of the Authier Lithium Project ........................................................................... 77 Figure 6-3 – Local geological map ............................................................................................................... 79 Figure 6-4 – Drill core from hole AL-10-03, showing core and transition zones ........................................ 81 Figure 6-5 – Drill core from hole AL-16-10, showing spodumene mineralization in the new Authier North pegmatite .................................................................................................................................................... 81 Figure 6-6 – Schematic representation of regional zonation of pegmatites source (Image from Sinclair 1996 [modified from Trueman and Cerny 1982]) ................................................................................................ 83 Figure 7-1 – Drill hole collar location in isometric view and plan view ...................................................... 86 Figure 7-2 – Section 707050 m E looking west, demonstrating the extension of mineralization .............. 92 Figure 7-3 – Section 706800 m E looking west, intersecting narrow zones of low grade to barren mineralization ............................................................................................................................................. 92 Figure 7-4 – Section 707400 m E looking west (Gap Zone) showing the dip extension of mineralization . 93 Figure 7-5 – Section 707725 m E looking west ........................................................................................... 94 Authier Lithium Technical Report Summary – Quebec, Canada 17 Figure 7-6 – Hole AL-17-10 in the Northern Pegmatite which intersected 7 m of 1.36% Li2O from a downhole depth of 15 m (vertical depth of 12 m), including 2 m of 2.24% Li2O from 17 m ...................... 95 Figure 7-7 – Drill hole collar location plan view, highlighting (light blue) the Metallurgical Pilot Plan drill holes completed during Phase 3 drilling at Authier Project ....................................................................... 96 Figure 7-8 – Drill hole collar location plan view, highlighting (red) Condemnation (sterilization) drill holes completed during Phase 3 drilling at the Authier Property. ..................................................................... 100 Figure 8-1 – RM (STD High) results Sayona Québec 2016 ........................................................................ 105 Figure 8-2 – RM (STD Low) results Sayona Québec 2016 ......................................................................... 105 Figure 8-3 – RM (STD High) results ........................................................................................................... 106 Figure 8-4 – RM (STD Low) results ............................................................................................................ 107 Figure 8-5 – Authier High-Li and SGS NBS183 performance 2016-2017 .................................................. 108 Figure 8-6 – Authier High-Li performance ................................................................................................ 109 Figure 8-7 – Authier Low-Li performance ................................................................................................. 109 Figure 8-8 – Blank Performance – Sayona Québec 2016 .......................................................................... 110 Figure 8-9 – Blank performance – Sayona Québec 2017 .......................................................................... 111 Figure 8-10 – Sayona Québec blank performance .................................................................................... 112 Figure 11-1 – Isometric view of the final mineralized solids .................................................................... 119 Figure 11-2 – Composite Histogram ......................................................................................................... 121 Figure 11-3 – Histograms of mineralized original samples compared to the 1.5 m composites ............. 122 Figure 11-4 – Plan view showing the spatial distribution of composites ................................................. 122 Figure 11-5 – Section view showing the spatial distribution of composites (looking north) ................... 122 Figure 11-6 – Variogram of the 1.5 m composites for Li2O% grades ........................................................ 124 Figure 11-7 – Search ellipsoids and orientation grid used in the interpolation process .......................... 126 Figure 11-8 – Isometric and plan views of the interpolated block model (ID2) ........................................ 127 Figure 11-9 – Section E706800 (looking west) view of the interpolated block model (ID2) ..................... 128 Figure 11-10 – Section E707050 (looking west) view of the interpolated block model (ID2) ................... 128 Figure 11-11 – Section E707400 (looking west) view of the interpolated block model (ID2) ................... 129 Figure 11-12 – Section E707500 (looking west) view of the interpolated block model (ID2) ................... 129 Figure 11-13 – Bench (Z202) view of the interpolated block model (ID2) ................................................ 130 Figure 11-14 – Variogram of the 1.5 m composites for Li2O% grades ...................................................... 131 Authier Lithium Technical Report Summary – Quebec, Canada 18 Figure 11-15 – Histogram of blocks (ID2) vs. composites vs. assays ......................................................... 132 Figure 11-16 – Boxplot of blocks (ID2) vs. composites vs. assays ............................................................. 132 Figure 11-17 – Swath plot (X) of blocks vs. composites vs. volume ......................................................... 133 Figure 11-18 – Swath plot (Y) of blocks vs. composites vs. volume ......................................................... 133 Figure 11-19 – Swath plot (Z) of blocks vs. composites vs. volume .......................................................... 134 Figure 11-20 – Comparison of block values versus composites contained within those blocks .............. 135 Figure 11-21 – Classified block model on bench (Z202). .......................................................................... 137 Figure 11-22 – Classified block model on section E706800. ..................................................................... 137 Figure 11-23 – Classified block model on section E707050. ..................................................................... 138 Figure 11-24 – Classified block model on section E707400. ..................................................................... 138 Figure 11-25 – Classified block model on section E707500. ..................................................................... 139 Figure 11-26 – Block model final classification in plan and isometric views. ........................................... 139 Figure 11-27 – Optimized pit shell and block model (no waste/barren material included) in plan and isometric views ......................................................................................................................................... 143 Figure 11-28 – Optimized pit shell and block model (waste/barren material included) in plan and isometric views) ........................................................................................................................................................ 144 Figure 11-29 – Optimized pit shell and classified block model in plan and isometric views .................... 144 Figure 11-30 – Grade tonnage curve depending on type of estimation................................................... 145 Figure 12-1 – Pit optimization results. ...................................................................................................... 153 Figure 12-2 – Pit slope design sectors. ...................................................................................................... 155 Figure 12-3 – Ultimate Authier Lithium pit – plan and isometric views. .................................................. 156 Figure 13-1 – Ultimate Authier Lithium pit – plan and isometric views. .................................................. 160 Figure 13-2 – Pit slope design sectors. ...................................................................................................... 162 Figure 13-3 – Authier Lithium LOM production profile. ........................................................................... 173 Figure 13-4 – Isometric view of 2025 pre-production period. .................................................................. 174 Figure 13-5 – Isometric view of 2025 production period. ........................................................................ 174 Figure 13-6 – Isometric view of 2026. ....................................................................................................... 175 Figure 13-7 – Isometric view of 2027. ....................................................................................................... 175 Figure 13-8 – Isometric view of 2028. ....................................................................................................... 176


 
Authier Lithium Technical Report Summary – Quebec, Canada 19 Figure 13-9 – Isometric view of 2029. ...................................................................................................... 176 Figure 13-10 – Isometric view of 2030...................................................................................................... 177 Figure 13-11 – Isometric view of 2031-35. ............................................................................................... 177 Figure 13-12 – Isometric view of 2036-2040. ........................................................................................... 178 Figure 13-13 – Isometric view of 2041-2046. ........................................................................................... 178 Figure 13-14 – Isometric view at the end of 2046. ................................................................................... 179 Figure 15-1 – Site layout. .......................................................................................................................... 182 Figure 15-2 – Waste rock stockpile cross-section – Overall concept........................................................ 184 Figure 15-3 – Critical sections for stability analysis. ................................................................................. 189 Figure 15-4 – Watersheds in developed conditions. ................................................................................ 193 Figure 15-5 – Watersheds in undeveloped conditions for the Project area. ............................................ 195 Figure 15-6 – LOM water balance for normal precipitation. .................................................................... 197 Figure 16-1 – Lithium market balance forecast 2026 - 2040 .................................................................... 208 Figure 16-2 – Lithium products price forecast 2026-2040 ........................................................................ 211 Figure 17-1 – Surrounding Terrain Height Lit by Elevation ....................................................................... 214 Figure 17-2 – Decision flowsheet to determine the level of required protective measures (translation of Figure 2.3 of Directive 019, March 2012 version)..................................................................................... 220 Figure 19-1 – After-Tax NPV at 8% discount rate for different sensitivity scenarios. .............................. 257 Figure 19-2 – After-Tax IRR for different sensitivity scenario. .................................................................. 258 Figure 20-1 – Local metallic deposits and showings. ................................................................................ 261 Figure 20-2 – Adjacent properties map. ................................................................................................... 262 Authier Lithium Technical Report Summary – Quebec, Canada 20 1 EXECUTIVE SUMMARY 1.1 INTRODUCTION This S-K §229.1300 compliant Technical Report Summary (the Report) was prepared by Sayona Mining Limited (Sayona Mining or Sayona), based on an existing Technical Report Summary previously published and filed by Piedmont Lithium Inc (Piedmont) with an effective date of 31st of December 2023. This report was prepared by Optimal Mining Solutions Pty Ltd for Sayona’s Authier property which is wholly owned and operated by Sayona Quebec Inc (Sayona Quebec), with Sayona owning 75% and Piedmont 25% of Sayona Quebec in a Joint Venture agreement. This report was prepared as a collaborative effort between Optimal Mining Solutions Pty Ltd and Measured Group Pty Ltd. Optimal Mining Solutions Pty Ltd is an independent mining engineering consulting firm based in Brisbane Australia. Measured Group Pty Ltd is an independent geological and mining consulting firm based in Brisbane Australia with offices also in Perth and Singleton, Australia. Sayona Mining Limited serves as the registrant of this S-K §229.1300 compliant Technical Report Summary. The statement is based on information provided by Sayona Quebec and reviewed by various professionals and Qualified Persons. Copies, or references to information in this Report may not be used without the written permission of Sayona Quebec. The purpose of the Report is to present the Mineral Resources Estimate and Mineral Reserves Estimate, the potential for mining and all associated infrastructure required for the development of the Authier project. A Definitive Feasibility Study (DFS) was completed on the project in October 2019, which developed the Project over a 22-year production period, using conventional open-pit truck and shovel methods and concentration of the ore in the NAL concentrator facility that was re-started in March 2023 with substantial upgrades to produce spodumene concentrate between 5.40% to 5.82% Li2O. The Authier run-of-mine (ROM) ore will be transported to the NAL site, blended with the NAL ore material, and fed to the crusher. Title to the Property is held by Sayona Quebec, which holds 100% of the ownership. The property is currently under continued exploration activity. 1.2 FORWARD LOOKING NOTICE Sections of the report contain estimates, projections and conclusions that are forward-looking information within the meaning of applicable securities laws. Forward-looking statements are based upon the responsible QP’s opinion at the time that they are made but, in most cases, involve significant risk and uncertainty. Although the responsible QP has attempted to identify factors that could cause actual events Authier Lithium Technical Report Summary – Quebec, Canada 21 or results to differ materially from those described in this report, there may be other factors that cause events or results to not be as anticipated, estimated, or projected. None of the QPs undertake any obligation to update any forward-looking information. There can be no assurance that forward-looking information in any section of the report will prove to be accurate in such statements or information. Accordingly, readers should not place undue reliance on forward-looking information. This report also includes methodologies behind the derivation of mineral resources and ore reserves, as defined under the United States Securities and Exchange Commission (SEC), through the consideration of geological, mining, and environmental factors. Proven and probable Mineral reserves, derived from measured and indicated resources respectively, both of which are assessed in this report, ultimately contribute to revenues and profits in a hypothetical business plan which aligns with Sayona Quebec’s mining plan of the subject Property as of June 30th 2024, the effective date of this report. Certain information set forth in this report contains “forward-looking information”, including production of reserves, associated productivity rates, operating costs, capital costs, sales prices, and other assumptions. These statements are not guarantees of future performance and undue reliance should not be placed on them. The assumptions used to develop the forward-looking information and the risks that could cause the actual results to differ materially are detailed in the body of this report. IMPORTANT NOTICE This document is not for filing or distribution in Canada. 1.3 PROPERTY DESCRIPTION AND OWNERSHIP The Authier Property is located in the Abitibi-Témiscamingue Region of the Province of Québec, Canada, approximately 45 km northwest of the city of Val-d’Or and 15 km north of the nearest of town of Rivière- Héva. The center of the Property is situated on NTS sheet 32D08 at about UTM 5,361,055 m N, 706,270 m E, NAD 1983 (48°21'47"N, 78°12'22W, see Figure 1-1). The property is 29km from NAL operations in a straight line as shown in Figure 1-4. The Property is accessible by a high-quality, rural road network connecting to the main highway, Route 109, situated a few kilometers east, which links Rivière-Héva to Amos. Route 109 connects at Rivière-Héva to Highway 117, a provincial highway that links Val-d’Or and Rouyn- Noranda (the two regional centers of the Abitibi-Témiscamingue region), to Montréal, which is the closest major city, almost 470 km to the southeast (Figure 1-2 and Figure 1-3). Authier Lithium Technical Report Summary – Quebec, Canada 22 Figure 1-1 – Authier property location coordinates (Source: Google Earth). Figure 1-2 – Location of the Property relative to a number of nearby regional townships.


 
Authier Lithium Technical Report Summary – Quebec, Canada 23 Figure 1-3 – Authier proximity to nearby mining services centers. Authier Lithium Technical Report Summary – Quebec, Canada 24 Figure 1-4 – Authier location Authier Lithium Technical Report Summary – Quebec, Canada 25 Table 1-1 – List of Authier Property claims Claim Registered holder Status Registration Expiry Area (ha) Required Number date date work ($) CDC 2116146 Sayona Québec Inc. (100%) Active 08-08-2007 08-07-2025 43.24 $2,500 CDC 2116154 Sayona Québec Inc. (100%) Active 08-08-2007 08-07-2026 42.88 $2,500 CDC 2116155 Sayona Québec Inc. (100 %) Active 08-08-2007 08-07-2026 42.87 $2,500 CDC 2116156 Sayona Québec Inc. (100%) Active 08-08-2007 08-07-2025 42.86 $2,500 CDC 2183454 Sayona Québec Inc. (100%) Active 08-08-2007 06-01-2025 42.85 $2,500 CDC 2183455 Sayona Québec Inc. (100%) Active 06-02-2009 06-01-2025 42.84 $2,500 CDC 2187651 Sayona Québec Inc. (100%) Active 09-02-2009 09-01-2026 21.39 $1,000 CDC 2187652 Sayona Québec Inc. (100 %) Active 09-02-2009 09-01-2025 21.29 $1,000 CDC 2192470 Sayona Québec Inc. (100%) Active 10/22/2009 10/21/2025 21.08 $1,000 CDC 2192471 Sayona Québec Inc. (100%) Active 10/22/2009 10/21/2025 21.39 $1,000 CDC 2194819 Sayona Québec Inc. (100%) Active 11/19/2009 11/18/2025 42.82 $2,500 CDC 2195725 Sayona Québec Inc. (100%) Active 11/27/2009 11/26/2026 29.03 $2,500 CDC 2219206 Sayona Québec Inc. (100%) Active 4/22/2010 4/21/2025 5.51 $1,000 CDC 2219207 Sayona Québec Inc. (100%) Active 4/22/2010 4/21/2025 17.06 $1,000 CDC 2219208 Sayona Québec Inc. (100%) Active 4/22/2010 4/21/2025 55.96 $2,500 CDC 2219209 Sayona Québec Inc. (100%) Active 4/22/2010 4/21/2025 42.71 $2,500 CDC 2240226 Sayona Québec Inc. (100%) Active 07-09-2010 07-08-2025 42.71 $2,500 CDC 2240227 Sayona Québec Inc. (100%) Active 07-09-2010 07-08-2025 42.71 $2,500 CDC 2247100 Sayona Québec Inc. (100%) Active 8/23/2010 8/22/2025 42.75 $2,500 CDC 2247101 Sayona Québec Inc. (100%) Active 8/23/2010 8/22/2025 53.77 $2,500 CDC 2472424 Sayona Québec Inc. (100%) Active 01-11-2017 01-10-2026 42.5 $1,800 CDC 2472425 Sayona Québec Inc. (100%) Active 01-11-2017 01-10-2026 55.96 $1,800 CDC 2480180 Sayona Québec Inc. (100%) Active 2/22/2017 2/21/2026 42.51 $1,800 CDC 2507910 Sayona Québec Inc. (100%) Active 12/15/2017 12/14/2026 25.35 $1,800 Total 884.04 $48,200 1.4 GEOLOGY AND MINERALIZATION The Authier property is located in the southeast part of the Superior Province of the Canadian Shield craton, more specifically in the Southern Volcanic Zone of the Abitibi Greenstone Belt. The spodumene- bearing pegmatites observed on the Property are genetically related to the Preissac-La Corne batholith located 40 km northeast of the city of Val-d’Or (Corfu, 1993; Boily, 1995; Mulja et al., 1995a). The Property geology comprises intrusive units of the La Motte pluton to the north and Preissac pluton to the south, with volcano-sedimentary lithologies of the Malartic Group in the center. Authier Lithium Technical Report Summary – Quebec, Canada 26 The lithium mineralization observed at the Authier Project is mainly spodumene within pegmatite intrusive dykes. The main intrusive phase observed in the pegmatite is described as a core pegmatitic zone, characterized by large centimeter-scale spodumene crystals and white feldspar minerals. The core pegmatitic zone shows internally different pegmatitic phases, characterized by different spodumene crystal lengths, ranging from coarse-grained (earlier) to fine-grained (later). The contacts between different spodumene- bearing pegmatite phases are transitional and well defined at core logging scale. Higher lithium grades are correlated with higher concentrations of larger spodumene crystals. Late-mineral to post-mineral aplite phases cut earlier spodumene-bearing mineralization, causing local diminishing of lithium grade. The core zone hosts the majority of the spodumene mineralization at Authier. The spodumene-bearing pegmatite is principally defined by one single continuous intrusion, or dyke, that contains local rafts, or xenoliths, of the amphibolitic host rock, which are a few meters thick and up to 200 m in length at shallow levels within the western zone. The main pegmatite outcrops in a small, 50 m by 20 m, area at the central-eastern sector that orients east-west and is mostly covered by up to 10 m of overburden. Based on the information gathered from the drilling, the pegmatite intrusion is more than 1,100 m in length and can be up to 60 m thick. The intrusion is generally oriented east-west, dips to the north at angles ranging between 35° and 50° and reaches depths of up to 270 m below surface in drilling to date. A second spodumene-bearing pegmatite, not visible from the surface, was intersected by diamond hole AL-16-10 at shallow levels, between 15 m and 22 m downhole depth, approximately 400 m north of the main pegmatite. Follow-up drilling in early 2017 and 2018 outlined this new body, the Authier North pegmatite, which has a strike extension of 500 m east-west, 7 m average width, gently dipping 15 degrees to the north. The Authier North pegmatite appears at shallow levels, 15 m to 25 m vertical depth, and is open in all directions. 1.5 EXPLORATION STATUS From 1966 until 1969, exploration work was conducted under the direction and supervision of Mr. George H. Dumont, consulting engineer. The exploration programs, originally designed for magmatic sulfides, successfully outlined the main spodumene-bearing pegmatite on the Property. The work included magnetic and electromagnetic surveys, as well as 23 diamond drill holes (DDH) totaling 2,611.37 m. In 1978, Société Minière Louvem Inc. completed two (2) diamond drill holes, AL-24 and Al-25, on the western extension of the pegmatite dyke for a total of 190.5 m. In 1980, Société Québécoise d’Exploration Minière (SOQUEM) completed six (6) diamond drill holes (80- 26 to 80-31), totaling 619.96 m in the central portion of the spodumene-bearing pegmatite. At the same


 
Authier Lithium Technical Report Summary – Quebec, Canada 27 time, 224 core samples from previous drilling, done between 1967 and 1980 on the pegmatite dyke, were re-assayed for Li2O. In 1993, Raymor conducted additional drilling of 33 holes for a total of 3,699.66 m with the objective of verifying the presence and detailing the geometry of the spodumene-bearing pegmatite. Raymor also conducted geological mapping and trenching and started a 30-t bulk sampling of the pegmatite dyke, which was completed in 1996. From 2010 to 2012, Glen Eagle completed 8,990 m in 69 diamond, NQ diameter DH on the Authier Property; 7,959 m were drilled on the Authier Deposit; 609 m (five DDH) were drilled on the northwest and 422 m on the south-southwest sectors of the Property. From these DH, 1,474 samples were collected for analysis, representing approximately 18% of the drill core material. The DH are generally spaced 25 m to 50 m apart, with azimuth generally south dipping (180°) and dip ranging from 45° to 70°. The mineralized drill intersection ranged from near true thickness to 85% true thickness. In August 2016, Sayona completed the acquisition of the Authier Property for CAD4.0M. In September of the same year, Sayona drilled 19 diamond drill holes, for a total of 3,982 meters, prior to completion of a prefeasibility study undertaken by SGS. From January to March 2017, 31 diamond drill holes were done, totaling 4,122 meters, drilled for definition and metallurgical testing. A prefeasibility study update was completed in December 2017 by Wave International Ltd. From January to March 2018, 19 diamond drill holes were completed, for a total of 2,025 meters, to confirm lithium mineralization at depth. Towards the end of 2018, Sayona completed a seven (7) diamond drill holes program totaling 342.5 m for condemnation (sterilization) purposes. A definitive feasibility study was completed for the Project in September 2018 by BBA Inc. In September 2021, 25 diamond drill holes, totaling 3,908 meters, were completed on exploration and definition targets. Authier Lithium Technical Report Summary – Quebec, Canada 28 1.6 MINERAL RESERVE ESTIMATES The Project LOM plan and subsequent Mineral Reserve estimate are based on a ROM ore selling price of $120 CAD/t. A memorandum of understanding (MOU) was developed between the Authier operation and NAL operation, in which NAL agrees to buy 100% of the Authier ore material at a selling price of $120 CAD/t, delivered to the NAL ore pad area. The effective date of the Mineral Reserve estimate is June 30, 2024, and based on an exchange rate of $0.75 USD:$1.00 CAD. Development of the LOM plan included pit optimization, pit design, mine scheduling and the application of modifying factors to the Measured and Indicated portion of the in-situ Mineral Resource. Tonnages and grades are reported as ROM feed at the NAL crusher and account for mining dilution, geological losses, and operational mining loss factors. Table 1-2 summarizes the Proven and Probable Mineral Reserve estimate for the Project. Table 1-2 – Authier Lithium Project Mineral Reserve estimate at Effective Date of June 30, 2024 at CAD$120/t. Authier Lithium Project Ore Reserve Estimate (0.55% Li2O cut-off grade) Category Tonnes (Mt) Grades (%Li2O) Cut-off Grade % Li2O Met Recovery % Proven Ore Reserves 6.2 0.93% 0.55% 73.6% Probable Ore Reserves 5.1 1.00% 0.55% 73.6% Total Ore Reserves 11.2 0.96% 0.55% 73.6% Notes: 1. Mineral Reserves are measured as dry tonnes at the crusher above a diluted cut-off grade of 0.55% Li2O. 2. 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. 3. The reference point of the Mineral Reserves is the NAL crusher feed. 4. 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. 5. 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). 6. The Mineral Reserve estimate is valid as of June 30, 2024. 7. Totals may not add up due to rounding for significant figures. Authier Lithium Technical Report Summary – Quebec, Canada 29 1.7 MINERAL RESOURCE ESTIMATE The Mineral Resources of Authier Lithium are reported using an open-pit mining perspective. Due to the significant depth extent of the resource block model, it is considered that not all the interpolated blocks could meet the requirement of a reasonable prospect of economic extraction stated in the SEC guidelines for resources estimation. To define the Mineral Resources of Authier lithium, an optimized pit shell generated in the Whittle mine planning package, which corresponded to the ultimate pit shell at a revenue factor of 1. The final Mineral Resources include the resource blocks located within the optimized pit shell, below the overburden/bedrock interface and above the cut-off grade of 0.55% Li2O. The following table describes the Authier Mineral Resource Statement exclusive of Mineral Reserves. The final MRE exclusive of Mineral Reserves within the open pit are reported at a cut-off of 0.55% Li2O and total 0.23 Mt, with an average grade of 0.80% Li2O in the Measured category, and 3.18 Mt, with an average grade of 0.98% Li2O in the Indicated category, for a combined total of 3.40 Mt at an average of 0.96% Li2O in the Measured and Indicated categories. An additional 6.35 Mt, with an average grade of 0.98% Li2O in the Inferred category is also present at Authier Lithium. The effective date of the Authier MRE is June 30, 2024, and Table 1-3 shows the Authier Mineral Resource Statement exclusive of Mineral Reserves. Table 1-3 – Authier Mineral Resource statement at effective date June 30, 2024 based on USD $977/t Li₂O, exclusive of Mineral Reserves. Authier Lithium Project Ore Reserve Estimate (0.55% Li2O cut-off grade) Category Tonnes (Mt) Grades (%Li2O) Cut-off Grade % Li2O Met Recovery % Measured 0.23 0.80% 0.55% 78% Indicated 3.18 0.98% 0.55% 78% Measured and Indicated 3.40 0.96% 0.55% 78% Inferred 6.35 0.98% 0.55% 78% Notes: 1. Mineral Resources are 100% attributable to the property. Sayona has 100% interest in Authier. 2. Mineral Resources are exclusive of Mineral Reserves. 3. Mineral Resources do not have demonstrated economic viability. The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues. 4. 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. 5. Numbers in the table might not add precisely due to rounding. 6. Bulk density of 2.71 t/m³ is used. Authier Lithium Technical Report Summary – Quebec, Canada 30 7. Effective date is June 30, 2024. 8. Only block centroids had to be inside the pit to be considered. 9. 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. * Rounded to the nearest thousand. 1.8 MATERIAL DEVELOPMENT AND OPERATIONS There are no material development and operations, that may have impacted resource and reserve statements since stated effective dates. 1.9 RECOVERY METHODS The current Project considers mining Authier ore for shipment to the North American Lithium (NAL) concentrator for processing. There is a memorandum of understanding that the NAL operation will purchase the Authier ore. Historical metallurgical testwork for the Authier project was undertaken as part of feasibility studies carried out for the mine and concentrator project in 2018 and 2019. 1.10 MINE DESIGN The Authier Lithium Project will be an open-pit mining operation. The mining activities will be performed by a mining contractor, with Sayona Quebec supervising the work and providing technical services. For the purposes of this study, certain equipment types were considered, and the requirements estimated. However, the actual equipment used at the site will be determined during the detailed mine design phase. The pit will comprise of 5 phases. The run of mine (ROM) ore feed contained in the final pit is sufficient for a mine life of 22 years. Due to the phase designs, very little waste material is mined to supply the mill in the first two years. This strategy keeps the mining activities to a minimum, allowing the operation to improve its mining practices and equipment needs and, consequently, keeps mine operating costs low. The overall pit has a variable strip ratio. The annual mining productivity gradually increases to 6.0 Mt in Year 5, and gradually decreases from Year 13 to the end of the mine life. Figure 1-5 shows the Authier Lithium LOM production profile.


 
Authier Lithium Technical Report Summary – Quebec, Canada 31 Figure 1-5 – Authier Lithium LOM production profile. 1.11 INFRASTRUCTURE, CAPITAL, AND OPERATING COST ESTIMATES 1.11.1 Project Infrastructure The project infrastructure includes 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 (refer to Figure 1-6). 0.0 0.2 0.4 0.6 0.8 1.0 1.2 1.4 0 1,000 2,000 3,000 4,000 5,000 6,000 7,000 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 O re G ra de (% L i 2O ) M at er ia l Q ua nt iti es (k t) Year Ore Waste Rock Overburden Rehandling Ore Grade Authier Lithium Technical Report Summary – Quebec, Canada 32 Figure 1-6 – Site Layout. Authier Lithium Technical Report Summary – Quebec, Canada 33 1.11.2 Capital and Operating Cost Estimates The capital cost estimate prepared for this study meets AACE Class 3 criteria, usually prepared to establish a preliminary capital cost forecast and assess the economic viability of the Project. This allows management, and / or the Project sponsor, to obtain authorization for funds for the Project’s next stages. As such, this estimate forms the initial control estimate against which subsequent phases will be measured and monitored. Table 1-4 summarizes the initial capital cost estimate, Table 1-5 summarizes the sustaining capital cost estimate, and Table 1-6 summarizes the operating cost estimate. Table 1-4 – Project initial capital cost detailed summary Item Total (M CAD) Mining $5.80 Preproduction Mining $3.39 Owner Equipment and Mine Services $2.41 Infrastructure $69.62 Waste Stockpile and Water Management $44.85 Electrical Work $0.84 On-site Roads $2.53 Access Road $0.65 Owner's Costs $2.44 EPCM Services $7.33 Commissioning $0.28 Overhead $0.22 Other $1.37 Contingency $9.08 Wetland Compensation $1.50 Wetland Compensation $1.50 Royalty Buyback $1.00 1 claim $1.00 Total $77.89 Table 1-5 – Sustaining Capital Cost Estimate Summary Year LOM (M CAD$) Mining $3.76 Infrastructure $70.64 Sustaining Capital Costs $74.40 Authier Lithium Technical Report Summary – Quebec, Canada 34 Table 1-6 – Summary LOM Operating Cost Estimate Summary Cost Area LOM (M CAD) Unit (CAD/t Ore) Unit (USD/t Ore) Mining $540.56 $48.16 $36.12 Water treatment management $58.73 $5.23 $3.92 General and administration $20.97 $1.87 $1.40 Total operating costs $620.27 $55.26 $41.44 Reclamation bond insurance payment $7.65 $0.68 $0.51 Ore transport and logistics costs $223.36 $19.90 $14.92 Total operating and other costs $851.28 $75.84 $56.88 Royalty deductions $28.96 $2.58 $1.94 First Nation royalties $27.04 $2.41 $1.81 Reclamation and closure costs $41.71 $3.72 $2.79 Total Operating, Royalties, Reclamation and Closure Costs $948.99 $84.54 $63.41 1.12 MARKET STUDIES Market studies have been based on the “Lithium Forecast Report” prepared by Benchmark Materials for Sayona Quebec dated Quarter 2, 2024. 1.12.3 Market Balance Lithium prices declined sharply in 2023, due to a combination of lower than expected EV sales, build-up of in-process inventories and rising supply, which created an oversupplied market. In 2024, prices levelled off during the first half of the year. However, oversupply in China has been exerting continued downward pressure on prices. Forecast higher demand in the second half of the year, particularly in Q3, will establish support levels for prices. Overall, supply is projected to grow by 24% in 2024, while demand is expected to grow at a faster pace of 31% thereby creating a nearly-balanced market for the year. In 2025, prices are expected to remain subdued as an oversupplied market emerges from increasing supply in several countries. Although demand is projected to grow by approximately 23% in 2025, this increase will not be sufficient to counterbalance supply growth of nearly 32%. The lithium market is projected to enter a deficit from 2030 onwards. From this point onwards there is an ever-growing deficit which will lead to either demand destruction or yet-to-be identified new supply coming online to bridge the supply gap.


 
Authier Lithium Technical Report Summary – Quebec, Canada 35 1.12.4 Spodumene Price Forecast Forecast lithium product sale prices calculated by BMI are shown in Figure 1-7. The average sale price of 6% spodumene concentrate is approximately US$1,860/t between 2026 and 2040. Figure 1-7 – Lithium products price forecast 2026-2040 1.13 ENVIRONMENTAL, SOCIAL AND PERMITTING 1.13.1 Environmental Studies Environmental baseline studies including literature review, field works, and laboratory analysis were conducted in 2012, and from 2017 to 2022, by Sayona Quebec and the previous owner. • Soils quality studies were carried out in 2017, 2018, 2019 and 2020. • Hydrogeological study started in December 2016 and currently includes the installation of 27 observation wells (piezometers), groundwater sampling campaigns, the achievement of variable head permeability tests and tracer profile testing as well as groundwater level surveys; Authier Lithium Technical Report Summary – Quebec, Canada 36 • From 2017 to 2022, 14 to 27 wells were sampled for underground water quality. Samples collected were analyzed for a variety of parameters including metals, nutrients, major anions and cations, volatile compounds, polycyclic aromatic hydrocarbons and C10-C50 petroleum hydrocarbons; • Surface water was sampled in 2017, 2018 and 2019. Sampling of the surface water was conducted in five locations, i.e., four stations in the core study area and one outside the extended study area, along the mainstream draining the core study area. Some exceedances of criteria for protection of aquatic life were observed for aluminum, iron, copper, manganese, lead and nickel; • Sedimentation characterization was carried out in 2018, 2019 and 2020. Although several metal concentrations exceeded criteria in the two lakes under study, all the concentrations analyzed fall within the range of concentrations making up the geochemical background of sediments; • Wetlands were characterized from 2017 to 2019 and 2022. Bogs and swamps are the main wetland classes characterized during the field surveys. Only a few bogs were located near the Project area. These bogs did not reveal any major particularities. Some low ecological value wetlands are located inside the limit of the open-pit and the waste rock dump areas; • Field inventory for snakes, salamanders and anurans was carried out in 2017 and 2018. Bird surveys were conducted in 2017 and 2019. A bat inventory was completed in 2017. Finally, a small mammal and rodent inventory was conducted in 2017; • Fish and fish habitats surveys were carried out in 2017 and 2019 on nine streams; • Air emission modelling has been conducted in 2022; • A noise modelling for the mining site was carried out in 2019 and updated in 2022. A noise model was generated in 2022 for the ore transportation to the NAL site. • An archaeological potential study carried out in 2018 concluded that the archaeological potential is very low, or even non-existent. • Several studies of the mineralogy and environmental risk classification of waste rocks have been caried out from 2017 to 2021 and concluded that acid mine drainage is unlikely to occur in the waste stockpile and the temporary ore pile, but there is a potential for nickel leaching. • An environmental site assessment (ESA) - Phase I, conducted in 2020, concludes that there is no activity likely to affect soil and water conditions. • A condemnation report for the future waste stockpile produced in 2022 revealed the absence of economic lithiferous mineralization at the future waste stockpile. • Floristic inventories of non-timber forest products of interest on mine site were carried out in 2020 and 2022 in collaboration with the Abitibiwini First Nation (AFN). Sites of interest for acquiring knowledge about NTFPs were targeted by AFN and inventoried during the summer of 2022. • A study was carried out in 2022 to assess the impact of the ore transportation between the Authier mine and the North American Lithium plant. Authier Lithium Technical Report Summary – Quebec, Canada 37 The southern part of the St-Mathieu-Berry Esker is enclosed into the area of influence of the mine. However, this part of the esker is not connected to the main part of the esker which is being tapped by the drinking facilities of the city of Amos and also by the Eska water bottling society. Both portions of the esker are separated by a bedrock lump. In the esker, the groundwater generally flows towards the north, except in the Project area where it is heading south and southeast and to the Harricana River watershed. The southern portion of the esker, located in the Project area, is in a different watershed than the remainder of the esker. However, because it is located at a lower altitude than the esker and isolated from it by a bedrock, the Authier Project will not threaten, in any way and under any circumstances, the water quality of this esker. 1.13.2 Decarbonization Plan A preliminary GHG emission level assessment over the life of the Authier Project showed that nearly 80% of the Project’s GHG emissions will come from mining operations as well as ore transportation. In order to reduce its environmental impact by reducing its GHG emissions, the Project’s decarbonization plan will address primarily those two emission factors. It will focus on two initial approaches: 1. Deploying innovative technologies to reduce GHG emissions produced by vehicles. 2. Compensating for difficult-to-reduce emissions by investing in GHG offsets. Sayona will aim at implementing innovative technologies to reduce the GHG emissions for the Authier Project resulting from the Project related vehicles, both for the mining operation and the ore transportation. Three specific initiatives will be studied as part of the company’s decarbonization plan: alternative fuels, electrification and energy efficient vehicle designs. Because a complete reduction of the Authier Project’s GHG emission cannot be foreseen with the current technology maturity, compensation investments will be considered in the decarbonization plan. There are two compensation efforts that will be evaluated: • Indirect compensation: Purchasing carbon credits from accredited/recognized organizations, with an emphasis on Québec based organizations; Invest in a local GHG reduction initiative. Authier Lithium Technical Report Summary – Quebec, Canada 38 • Direct compensation: Restoring natural habitats, such as wetland, impacted by previous mining activities or other with a high sequestration potential; Creating and running a tree planting program with a focus on the Abitibi region. For Sayona, the decarbonization plan will be an opportunity for unifying venture for its team, its suppliers and its stakeholders going forward. 1.13.3 Population The Authier Project mine area is at the heart of the ancestral Abitibiwinni Aki territory, which the Abitibiwinni has never yielded. The Abitibiwinni (Community of Pikogan) are the Algonquins of northern Abitibi. Today, Abitibiwinni is one of nine Algonquin communities in Québec. The community of residence of Abitibiwinni is known as Pikogan, a reserve established in 1956, 3 km north of the city of Amos. The Authier Project site is located in La Motte, in the administrative region of Abitibi-Témiscamingue. The Property is accessible by a rural road network (Preissac Road and Nickel Road) connecting to Route 109, located a few kilometers east of the site (approximately 5 km). Route 109 connects Rivière-Héva with Amos, then Matagami; then joins Route 117 at Rivière-Héva. The Project is located approximately 35 km south of the Abitibiwinni Community of Pikogan. 1.13.4 Permitting In accordance with Québec’s Mining Act and Environmental Quality Act, permits are required in order to build and operate a mine. A mining lease is required from the Ministère des Ressources naturelles et des Forêts (MRNF), formerly MERN. The application must be accompanied by, among other things, an approved closure and rehabilitation plan and a scoping and market study on processing in Québec. The delivery of the mining lease is conditional on obtaining the approbation of the closure plan. According to the Quality Environmental Act a certificate of authorization is also required for construction and operation of the mine. A public consultation must also be part of the legal obligation and should last at least two months and include public open doors in the municipality where the Project is located. From a federal perspective, no Environmental Impact Assessment (EIA) is required as long as none of the physical activities (SOR/2012-147) would trigger the federal process.


 
Authier Lithium Technical Report Summary – Quebec, Canada 39 1.13.5 Reclamation and Closure In accordance with the Mining Act requirements, a detailed closure plan must be submitted to the MRNF. The closure plan includes the following activities: • Rehabilitate the waste rock pile by covering slopes and flat areas with geotextiles, compacted inorganic overburden, organic overburden, and vegetation. • Remove from the site all surface and buried pipelines. • Remove buildings and other structures. • Rehabilitate and secure the open pit. • Reclaim any civil engineering works. • Remove machinery, equipment, and storage tanks. • Complete any other work necessary for final rehabilitation and closure. 1.13.6 Waste Dumps and Tailings During the lifespan of the open pit mine, a total of 27.39 Mm³ of waste rock and 2.71 Mm³ of overburden material and 0.86 Mm³ of organic material will be generated for a total of 30.96 Mm³. Results of the geochemical characterization of waste rock concluded: • Waste rock is not acid generating. • A substantial portion of waste rock could be considered metal leaching (approximatively 70%). • Waste rock will not be considered as high-risk level mining waste. Based on the available geotechnical and hydrogeological investigation information, the current design assumes that the in-situ soils will not meet Québec Directive 019 requirements. To ensure aquifer protection, a geomembrane impervious structure is required. Authier waste rock, overburden and organic materials will be contained in the same Waste Rock Storage Facility (WRSF). Overburden and organic material will be used during construction and closure of the WRSF. The designed concepts allow management and storage of all Authier waste materials within the same footprint. The WRSF has a footprint of approximately 75 ha, and a maximum height of ±83 m. The average height is about 72 m. Given that the ore will be processed at North American Lithium (NAL), the site does not require a tailings storage facility. Authier Lithium Technical Report Summary – Quebec, Canada 40 1.14 ECONOMIC ANALYSIS The economic assessment of the Project was carried out using a discounted cash flow (DCF) approach on a pre-tax and after-tax basis, based on the procurement contract between Authier Lithium and North American Lithium. No provision was made for the effects of inflation as real prices and costs were used in the financial projections. Current Canadian tax regulations were applied to assess the corporate tax liabilities, while the most recent provincial regulations were applied to assess the Québec mining tax liabilities. The key outcomes of the economic evaluation for 100% of the project, before financing costs, are presented in Table 1-7. Table 1-7 – Financial Analysis Summary Item Unit Value Unit Value Mine Life year 22 year 22 Strip Ratio t:t 6.1 t:t 6.1 Total Mill Feed Tonnage Mt 11.2 Mt 11.2 Revenue Ore Selling Price CAD/t ore 120 USD/t ore 90 Exchange Rate USD:CAD 0.75 Project Costs Open Pit Mining CAD/t ore 48.16 USD/t ore 36.12 Water Treatment and Management CAD/t ore 5.23 USD/t ore 3.92 General and Administration (G&A) CAD/t ore 1.87 USD/t ore 1.4 Reclamation Bond Insurance Payment CAD/t ore 0.67 USD/t ore 0.5 Ore Transport and Logistic Costs CAD/t ore 19.9 USD/t ore 14.92 Project Economics Gross Revenue CAD M 1347 USD M 1010.3 Total Operating Cost Estimate CAD M 627.9 USD M 470.9 Reclamation Bond Insurance Payment CAD M 7.6 USD M 5.7 Transportation and Logistics Cost CAD M 223.4 USD M 167.5 Total Capital Cost Estimate CAD M 77.9 USD M 58.4 Total Sustaining Capital Cost Estimate CAD M 74.4 USD M 55.8 Reclamation and Closure Costs CAD M 41.7 USD M 31.3 Royalty Deduction CAD M 29 USD M 21.7 First Nation Royalties CAD M 27 USD M 20.3 Non-discounted Cash Flow (Pre-Tax) CAD M 280.4 USD M 210.3 Discount Rate % 8% % 8% PRE-TAX NPV @ 8% CAD M 58.1 USD M 43.5 Pre-Tax Internal Rate of Return (IRR) % 15% % 15% Authier Lithium Technical Report Summary – Quebec, Canada 41 A financial sensitivity analysis was conducted on the base case after-tax cash flow NPV and IRR of the Project. The sensitivity of the after-tax NPV was evaluated for changes in key variables and parameters such as: • Capital costs. • Sustaining capital costs. • Operating costs. • Price of ore sold to NAL. The after-tax sensitivity analyses show that changes in the price of ore sent to NAL and the Project operating costs create the largest NPV variations. 1.14.1 Project Implementation and Execution This execution plan is conceptual in nature and will be adjusted and refined during the next phases of the Project. Construction is expected to begin soon after reception of the certificate of authorization. The critical path to ore production is the reception of the certificate of authorization, mobilizing the mining contractor, and building the main access roads and the stockpile pads. 1.14.2 Risk and Opportunity There are a number of risks and uncertainties identifiable to any new project that usually cover the mineralization, process, financial, environmental, and permitting aspects. This project faces the same challenges, and an evaluation of the possible risks was undertaken. The resulting register identifies risks, impact category, the severity and probability ratings as well as potential risk mitigation measures. Table 1-8 shows the top risks of the Project. Authier Lithium Technical Report Summary – Quebec, Canada 42 Table 1-8 – Main project risks Risks Details Category Description Rating category Mitigation Measures Logistics Worldwide crisis on freight forwarding Schedule Dedicate resources for expediting & logistics Health & Safety Mining traffic uses segments of roads common to ore transport and employee traffic. Berm separates the mining traffic from the others Safety Road to be widened and berm separating mining and other traffic. Add secondary access road to remove crossings Operation Start-up during wintertime Operation Implement temporary WTP during initial mining development Operation NAL will process with new ore from Authier after about six months of operation Production Support from external engineering staff during NAL transition to the blended ore processing Engineering Consultant engineers are very busy Schedule Frequent follow-up Construction Local contractors are very busy Schedule Reach out to province-wide contractors Environment Delays in obtaining mining and construction permits Schedule Frequent follow-up and pro-active approach of permitting authorities 1.15 CONCLUSIONS AND QP RECOMMENDATIONS The current mine plan and schedule confirms the technical and financial viability of constructing a simple open-cut mining operation, waste rock storage facility and water treatment plant at the Authier site. The positive study demonstrated the opportunity to create substantial long-term sustainable shareholder value at a low capital cost. Given the technical feasibility and positive economic results of the current plan, it is recommended to continue the work necessary to support a decision to fund and develop the project. 1.16 REVISION NOTES This Technical Report Summary is an update to the Technical Report Summary completed in February 2024 (with Piedmont as the registrant), with an effective date of December 31 2023.


 
Authier Lithium Technical Report Summary – Quebec, Canada 43 2 INTRODUCTION 2.1 TERMS OF REFERENCE AND PURPOSE OF THE REPORT This S-K §229.1300 compliant Technical Report Summary (the Report) was prepared by Sayona Mining Limited (Sayona Mining or Sayona), based on an existing Technical Report Summary previously published and filed by Piedmont Lithium Inc (Piedmont) with an effective date of 31st of December 2023. This report was prepared by Optimal Mining Solutions Pty Ltd for Sayona’s Authier property which is wholly owned and operated by Sayona Quebec Inc (Sayona Quebec), with Sayona owning 75% and Piedmont 25% of Sayona Quebec in a Joint Venture agreement. This report was prepared as a collaborative effort between Optimal Mining Solutions Pty Ltd and Measured Group Pty Ltd. Optimal Mining Solutions Pty Ltd is an independent mining engineering consulting firm based in Brisbane Australia. Measured Group Pty Ltd is an independent geological and mining consulting firm based in Brisbane Australia with offices also in Perth and Singleton, Australia. Sayona Mining Limited serves as the registrant of this S-K §229.1300 compliant Technical Report Summary. The statement is based on information provided by Sayona Quebec and reviewed by various professionals and Qualified Persons. Copies, or references to information in this Report may not be used without the written permission of Sayona Quebec. The purpose of the Report is to present the Mineral Resources Estimate and Mineral Reserves Estimate, the potential for mining and all associated infrastructure required for the development of the Authier project. A Definitive Feasibility Study (DFS) was completed on the project in October 2019, which developed the Project over a 22-year production period, using conventional open-pit truck and shovel methods and concentration of the ore in the NAL concentrator facility that was re-started in March 2023 with substantial upgrades to produce spodumene concentrate between 5.40% to 5.82% Li2O. The Authier run-of-mine (ROM) ore will be transported to the NAL site, blended with the NAL ore material, and fed to the crusher. Title to the Property is held by Sayona Quebec, which holds 100% of the ownership. The property is currently under continued exploration activity. Authier Lithium Technical Report Summary – Quebec, Canada 44 2.2 QUALIFICATIONS OF QUALIFIED PERSONS/FIRMS 2.2.1 Contributing Authors Table 2-1 presents the Qualified Persons (QPs) responsible for each chapter of this Report. The QPs of this Report are in good standing with the appropriate professional institutions. The QPs have supervised the preparation of this Report and take responsibility for the contents of the Report as set out in Table 2-1. Each QP has also contributed relevant figures, tables, and written information for Chapters 1 (Executive Summary), 21 (Other Relevant Data and Information), 22 (Interpretation and Conclusions), 23 (Recommendations), and 24 (References), 25 (Reliance on Information Supplied by the Registrant). Table 2-1 – Chapters responsibility Qualified Person Company Role Contributing Chapters Tony O'Connell Optimal Mining Principal Mining Consultant All Steve Andrews Measured Group Principal Geological Consultant 1,6,7,8,9,11,21-23,25 2.2.2 Site Visits Mr. O’Connell from Optimal Mining Solutions visited the North American Lithium operation, which will process the ore from Authier, between September 10th and 12th 2024 inclusive. 2.3 SOURCE OF INFORMATION The reports and documentation listed in Chapters 25 (Reliance on Information supplied by Registrant) and 24 (References) were used to support the preparation of this Report. Sections from reports authored by other consultants may have been directly quoted or summarized in this Report and are so indicated, where appropriate. The Report has been completed using the aforementioned sources of information as well as available information contained in, but not limited to, the following reports, documents, and discussions: • Technical discussions with Sayona Quebec personnel. • Technical and financial information provided by Sayona Quebec personnel. • Internal unpublished reports received from Authier and NAL. Authier Lithium Technical Report Summary – Quebec, Canada 45 • Additional information from public domain sources. Authier Lithium Technical Report Summary – Quebec, Canada 46 2.4 LIST OF ABBREVIATIONS AND UNITS OF MEASURE The following units and currency are used throughout this report: • All units are metric, unless noted otherwise. • All currency is in Canadian dollars (CAD or $), unless noted otherwise. This Report includes technical information that required subsequent calculations to derive subtotals, totals, and weighted averages. Such calculations inherently involve a degree of rounding and, consequently, introduce a margin of error. Where these occur, the authors consider them immaterial. Table 2-2 – List of Abbreviations LIST OF ABBREVIATIONS Abbreviation Description 2SD Two standard deviations 3D Three dimensional 3SD Three standard deviations AA Atomic absorption AFN Abitibiwinni First Nation AG Average-grade AGAT AGAT Laboratories Ltd. AI Abrasion index ALS ALS-Chemex / ALS Laboratory Group ARD Acid rock drainage AUD Austrian dollar BBA BBA Inc. BC1 Water storage basin 1 BC2 Water storage basin 2 BFA Bench face angle BM Block model BWI Ball mill work index CAD Canadian dollar CAPEX Capital expenditure CDA Canadian Dam Association CDC Map designated cells CDPNQ Centre de Données sur le Patrimoine Naturel du Québec CIM Canadian Institute of Mining, Metallurgy and Petroleum CMT Construction Management Team


 
Authier Lithium Technical Report Summary – Quebec, Canada 47 COC Chain of custody COG Cut-off grade COSEWIC Committee on the Status of Endangered Wildlife in Canada COVID-19 Coronavirus disease of 2019 CRM Centre de Recherche Minérale CWI Crushing work index DCF Discounted cash flow DD Diamond drilling DDH Diamond drill hole DFS Definitive feasibility study DFO Department of Fisheries and Oceans Canada DH Drillhole DMS Dense media separation EBITDA Earnings Before Interest, Taxes, Depreciation, and Amortization EDF Environmental design flood EIA Environmental Impact Assessment EOY End of year EPCM Engineering, Procurement and Construction Management ESS Energy storage systems ESG Environmental, social and governance ETP Evapotranspiration EV Electric vehicles Fe Iron G&A General and Administration GER Glen Eagle Resources GFE Services Forestiers et d’Exploration GFE GHG Greenhouse gas GMR Gross Metal Royalty GRES UQAT Groupe de recherche sur l’eau souterraine de l'Université du Québec en Abitibi- Témiscamingue HG High-grade High-Li High-grade lithium HLS Heavy-liquid separation HV Heavy vehicle IBA Impacts and Benefits Agreement ICP-AES Inductively coupled plasma – atomic emission spectrometry ICP-MS Inductively coupled plasma mass spectrometry Authier Lithium Technical Report Summary – Quebec, Canada 48 ICP-OES Induced coupled plasma optical emission spectrometry ID2 Inverse distance squared ID3 Inverse distance cubed IDF Inflow design flood IRA Inter ramp angle IRR Internal rate of return JORC Joint Ore Reserves Committee LCE Lithium carbonate equivalent LFP Lithium iron phosphate LIMS Low-intensity magnetic separator Li2O Lithium oxide LME London Metal Exchange LG Low-grade LOM Life of mine Low-Li Low-grade lithium LSB Loi sur la sécurité des barrage (The Dam Safety Law applied in Québec) LV Light vehicle Max Maximum MDDELCC Ministère du Développement Durable, de l'Environnement et de la Lutte contre les Changements Climatiques MDMER Metal and Diamond Mining Effluent Regulations MELCC Ministère de l’Environnement, et Lutte contre les changements climatiques (now MELCCFP) MELCCFP Ministère de l’Environnement, de la Lutte contre les changements climatiques, de la Faune et des Parcs (formerly MELCC) MENR Ministry of Energy and Natural Resources (now MRNE) MFFP Ministère des Forêts, de la Faune et des Parcs MIA Mine industrial area Min Minimum MMER Metal and Diamond Mining Effluent Regulation MOU Memorandum of understanding MPSO Mine plan schedule optimizer MRE Mineral Resource Estimate MRNF Ministère des Ressources naturelles et des Forêts (formerly MERN) NAD North American Datum NAL North American Lithium NCF Net cash flow Authier Lithium Technical Report Summary – Quebec, Canada 49 NI National Instrument NN Nearest neighbour NPV Net present value NS Not significant NSR Net smelter return OB Overburden OBVAJ Organisme de bassin versant Abitibi-Jamésie OBVT Organisme de bassin versant du Témiscamingue OK Ordinary kriging OPEX Operational expenditure ORG Organic material OSA Overall slope angle PAH Polycyclic aromatic hydrocarbon PCM Project Construction Management PEA Preliminary economic assessment PMF Probable maximum flood PwC PricewaterhouseCoopers QA/QC Quality Assurance / Quality Control QI Québec Inc. QLC Québec Lithium Corporation Q1, Q2, etc. First quarter, Second quarter, etc. Raymor Raymor Resources Ltd. RCM Regional county municipality RM Reference material ROM Run of mine RQD Rock quality designation RSB Règlement sur la sécurité des barrages (The Dam Safety Regulation applied in Québec) RWI Rod mill work index SD Standard deviation SESAT Société de l’eau souterraine d’Abitibi-Témiscamingue SG Specific gravity SGS Minerals SGS Canada Inc. Minerals Services SGS Lakefield SGS Minerals’ laboratory in Lakefield SOQUEM Société Québécoise d’Exploration Minière Synectiq Inc. Synectiq TSF Tailings storage facility Authier Lithium Technical Report Summary – Quebec, Canada 50 TSS Total suspended solids UDFS Updated Definitive Feasibility Study USD United States dollar UTM Universal Transverse Mercator WHIMS Wet high-intensity magnetic separation WR Waste rock WRSF Waste rock storage facility WTP Water treatment plant XRD X-ray diffraction Table 2-3 – Units of Measure Units of Measurement Unit Description °C Degrees Celsius °F Degrees Fahrenheit µm micrometre / micron µS microsecond A ampere cfm cubic feet per minute cm centimetre d day (24 hours) deg. or ° angular degree dia diameter G giga (billion) g gram g/t grams per tonne h or hr hour (60 minutes) ha hectare hp horsepower Hz hertz in. inch k kilo (thousand) kg kilogram km kilometre km2 square kilometre kV kilovolt kVA kilovolt-amperes


 
Authier Lithium Technical Report Summary – Quebec, Canada 51 kW kilowatt kWh kilowatt hour L litre L/s litres per second LV low voltage M mega (million); molar m metre m3 cubic metre m3/s cubic metres per second m3/h cubic metres per hour mm millimetre mpd metres per day Mt million tonne Mtpy milled tonnage per year MV medium voltage MVA megavolt ampere MW megawatt oz troy ounce (31.1035g) ppm parts per million psi pound per square inch s second sm3 standard cubic metre t tonne (metric ton) tpd tonne per day tph tonne per hour tpy tonnes per year V volt W watt w/w mass percentage of the solute in solution wt% weight percent y year (365 days) yd yard Authier Lithium Technical Report Summary – Quebec, Canada 52 3 PROPERTY DESCRIPTION 3.1 PROPERTY LOCATION, COUNTRY, REGIONAL AND GOVERNMENT SETTING The Authier Property is located in the Abitibi-Témiscamingue Region of the Province of Québec, Canada, approximately 45 km northwest of the city of Val-d’Or and 15 km north of the nearest of town of Rivière- Héva. The center of the Property is situated on NTS sheet 32D08 at about UTM 5,361,055 m N, 706,270 m E, NAD 1983 (48°21'47"N, 78°12'22W, see Figure 3-1). The property is 29km from NAL operations in a straight line as shown in Figure 3-4. The Property is accessible by a high-quality, rural road network connecting to the main highway, Route 109, situated a few kilometers east, which links Rivière-Héva to Amos. Route 109 connects at Rivière-Héva to Highway 117, a provincial highway that links Val-d’Or and Rouyn- Noranda (the two regional centers of the Abitibi-Témiscamingue region), to Montréal, which is the closest major city, almost 470 km to the southeast (Figure 3-2 and Figure 3-3). Figure 3-1 – Authier property location coordinates (Source: Google Earth). Authier Lithium Technical Report Summary – Quebec, Canada 53 Figure 3-2 – Location of the Property relative to a number of nearby regional townships. Figure 3-3 – Authier proximity to nearby mining services centers. Authier Lithium Technical Report Summary – Quebec, Canada 54 Figure 3-4 – Authier location


 
Authier Lithium Technical Report Summary – Quebec, Canada 55 3.1.1 Government Setting Canada is a North American country with its center of government located in Ottawa, in the Province of Ontario. Canada is a constitutional monarchy which forms part of the British Commonwealth and is ruled by a parliamentary democratic government. The Crown assumes and oversees the roles of the executive, as the Crown-in-Council; the legislative, as the Crown-in-Parliament; and the judicial, as the Crown-on- the-Bench. The country is politically stable, comprised of ten provinces and three territories, of which Québec is one. The Canadian Federation is currently governed by the elected Liberal Party of Canada, while the province of Québec is governed by the Coalition Avenir Québec. 3.2 PROPERTY OWNERSHIP, MINERAL TENURE, AGREEMENT AND ROYALTIES The Property currently consists of one block totaling 24 mineral claims covering 884 ha. The claims are located on Crown Lands in the La Motte and the Preissac Townships. The Property area extends 4.0 km in the east-west direction and 3.2 km in the north-south direction. All of the claims comprising the Property are map designated cells (CDC). Figure 3-5 shows the claims map of the Property, and a detailed listing of the Authier Property claims is included in Table 3-1. . Approximately 75% of the mineral resources are situated in CDC 2183455, 2194819 and 2116146, with the remainder in claims 2183454 and 2187652 (Figure 3-6). Authier Lithium Technical Report Summary – Quebec, Canada 56 Figure 3-5 – Property mining titles location map. Authier Lithium Technical Report Summary – Quebec, Canada 57 Figure 3-6 – Proposed pit relative to claim boundaries. Authier Lithium Technical Report Summary – Quebec, Canada 58 Table 3-1 – List of Authier Property claims Claim Number Registered holder Status Registration Date Expiry date Area (ha) Required work ($) CDC 2116146 Sayona Québec Inc. (100%) Active 08-08-2007 08-07-2025 43.24 $2,500 CDC 2116154 Sayona Québec Inc. (100%) Active 08-08-2007 08-07-2026 42.88 $2,500 CDC 2116155 Sayona Québec Inc. (100 %) Active 08-08-2007 08-07-2026 42.87 $2,500 CDC 2116156 Sayona Québec Inc. (100%) Active 08-08-2007 08-07-2025 42.86 $2,500 CDC 2183454 Sayona Québec Inc. (100%) Active 08-08-2007 06-01-2025 42.85 $2,500 CDC 2183455 Sayona Québec Inc. (100%) Active 06-02-2009 06-01-2025 42.84 $2,500 CDC 2187651 Sayona Québec Inc. (100%) Active 09-02-2009 09-01-2026 21.39 $1,000 CDC 2187652 Sayona Québec Inc. (100 %) Active 09-02-2009 09-01-2025 21.29 $1,000 CDC 2192470 Sayona Québec Inc. (100%) Active 10-22-2009 10-21-2025 21.08 $1,000 CDC 2192471 Sayona Québec Inc. (100%) Active 10-22-2009 10-21-2025 21.39 $1,000 CDC 2194819 Sayona Québec Inc. (100%) Active 11-19-2009 11-18-2025 42.82 $2,500 CDC 2195725 Sayona Québec Inc. (100%) Active 11-27-2009 11-26-2026 29.03 $2,500 CDC 2219206 Sayona Québec Inc. (100%) Active 4-22-2010 4-21-2025 5.51 $1,000 CDC 2219207 Sayona Québec Inc. (100%) Active 4-22-2010 4-21-2025 17.06 $1,000 CDC 2219208 Sayona Québec Inc. (100%) Active 4-22-2010 4-21-2025 55.96 $2,500 CDC 2219209 Sayona Québec Inc. (100%) Active 4-22-2010 4-21-2025 42.71 $2,500 CDC 2240226 Sayona Québec Inc. (100%) Active 07-09-2010 07-08-2025 42.71 $2,500 CDC 2240227 Sayona Québec Inc. (100%) Active 07-09-2010 07-08-2025 42.71 $2,500 CDC 2247100 Sayona Québec Inc. (100%) Active 8-23-2010 8-22-2025 42.75 $2,500 CDC 2247101 Sayona Québec Inc. (100%) Active 8-23-2010 8-22-2025 53.77 $2,500 CDC 2472424 Sayona Québec Inc. (100%) Active 01-11-2017 01-10-2026 42.5 $1,800 CDC 2472425 Sayona Québec Inc. (100%) Active 01-11-2017 01-10-2026 55.96 $1,800 CDC 2480180 Sayona Québec Inc. (100%) Active 2-22-2017 2-21-2026 42.51 $1,800 CDC 2507910 Sayona Québec Inc. (100%) Active 12-15-2017 12-14-2026 25.35 $1,800 Total 884.04 $48,200


 
Authier Lithium Technical Report Summary – Quebec, Canada 59 3.2.2 Mineral Rights and Permitting In order to construct and operate the mine, Sayona is required to acquire various permits from federal and provincial authorities. Following reception of the general governmental decree, specific permits are required from the regional office of the Québec Ministère de l’Environnement, de la Lutte contre les changements climatiques, de la Faune et des Parcs (MELCCFP). Some other permits are also required by Québec Ministère des Ressources naturelles et des Forêts (MRNF). Lastly, additional permits will be required by federal authorities, such as the Department of Fisheries and Oceans Canada (DFO). As of June 2024, Sayona has not obtained any of the required permits. In February 2023, the government agreed to Sayona’s request to voluntarily submit the Authier project to the Bureau d’audiences publiques sur l’environnement (BAPE). In line with its commitment to transparency and collaboration, Sayona’s request will allow citizens to get involved in the project’s development. BAPE’s mission is to inform government decision-making by issuing findings and opinions that account for the public’s concerns and are based on the principles of the Sustainable Development Act. The BAPE process takes place in 4 stages: • Preparatory meeting • Preparation before public sessions • The first and second part public sessions and; • if necessary, private mediation sessions. Preparatory meeting During this 30-day period, a public information session hosted by the BAPE takes place. At this session, around twenty minutes are planned for the presentation of the Authier project and it is followed by a question period. It is during this period that a person, group, organization or municipality may request from the MELCCFP the holding of a public examination of the project by a BAPE commission of inquiry. Preparation before public sessions This preparation period is necessary in order to prepare clear answers to questions during public sessions. This period is also used to prepare visual materials that will be used during these sessions. Finally, this is the moment when Sayona will designate the spokesperson(s) during the sessions. Technical experts may be invited to participate. Authier Lithium Technical Report Summary – Quebec, Canada 60 The first and second part public sessions The first part: it is during the first public session that the commission of inquiry will invite Sayona to publicly present the reasons for the request. An additional period of approximately 20 minutes is allocated for the presentation of the project. Subsequently, Sayona's role will be to answer questions from the public and the committee immediately. Experts may be invited to present or answer questions on technical aspects of the project. The second part: at this stage, the presence of Sayona is required but is limited to the right of rectification. The interested parties present the briefs which remain confidential until their presentation in public session. Private mediation sessions It is possible that certain issues are specific to one of the stakeholders. In this case, BAPE can organize private mediation sessions with the stakeholder. If no commitment from Sayona is possible, or this commitment does not meet the expectations of this stakeholder, the Commission will make a recommendation to the Minister based on the seriousness of this commitment. After BAPE BAPE's mandate ends with the submission of the report to the Minister responsible for the Environment, who has 15 days to make it public. It is based on the environmental analysis carried out by his ministry and on the BAPE report that the minister formulates his recommendation to the Council of Ministers, which has the final decision to authorize a project, with or without modifications, or refuse it. After obtaining the government decree, the process of obtaining ministerial authorization can begin according to article 22 of the Environmental Quality Act. 3.2.3 Agreements and Royalties Table 3-2 summarizes the royalties payable from the Authier project. As of June 2024, only four tenements contain ore reserves that would create royalty obligations. These are CDC 2183454, 2183455, 2194819 and 2116146. Table 3-2 – Authier project summary royalties Tenement Royalty Royalty Details 2,116,146 2% NSR royalty payable to Jefmar Inc. § The royalty payable will be based upon the Gross Value less the deductions (costs for treatment and refining, sales, brokerage, certain taxes and transportation). Authier Lithium Technical Report Summary – Quebec, Canada 61 § Gross Value is attributable to a London Metal Exchange (LME) benchmark price (not necessarily the price actually received). § The royalty enables the owner to transact (for sales or smelting) with an affiliate. However actual prices and treatment charge deductions would be substituted with an arm’s-length value for the purposes of calculating the royalty. § 1% of the royalty can be purchased for CAD 1.0 M. 1.5% NSR royalty payable to RNC § The royalty payable will be based upon the gross value less the deductions (costs for treatment and refining, sales, brokerage, certain taxes, and transportation). § No buy-back provision. 2183454 2483455 2% NSR royalty payable to 9187-1400 Québec Inc. § Net Smelter Returns (NSR) means actual proceeds received by Glen Eagle Resources (GER) from any mint, smelter, or purchaser for sale of ores, metals or concentrated products from the Property and sold after deducting: 2194819 1% NSR royalty payable to 9187-1400 Québec Inc. o Smelting, refining charges; o Penalties, marketing costs; o Transportation of ores, metals or concentrates from the Property to any mint, smelter or other purchaser; o Insurance on all ores, metals, or concentrates; and o Any export or import taxes on ores, metals or concentrates in Canada or the receiving country. § A 1% NSR can be repurchased on claims CDC 2183454, 2183455 and 2194819 for CAD 1,000,000 leading respectively to a 1%, 1% and 0% on CDC 2183454, 2183455 and 2194819. Note: Prior to these claims being able to be mined, the final option consideration, due on the day on which a positive feasibility study is completed, will need to be paid to Québec Inc. (QI). This amount is equal to CAD500,000 plus an amount equivalent [in cash] to 1,000,000 GER share at that date. This is in addition to the royalty. This remains outstanding and the substitution of GER shares for Sayona shares has not yet been raised with QI. 2194819 1% GMR payable to Globex Enterprises Inc. § 1% Gross Metal Royalty (GMR) to Globex. § GMR is a percentage of all metals or mineral compounds including, but not limited to, lithium, lithium compounds, gold, silver, tungsten etc. produced from the Property. § No costs to be included in the Globex royalty calculation. § To be paid in cash or in kind at Globex’s option. 2116154 2116155 2116156 2187651 2192470 2192471 2219206 2219207 2219208 2219209 2247100 2247101 2% GMR payable to Globex Enterprises Inc. § 2% GMR to Globex. § GMR is a percentage of all metals including, but not limited to, lithium, gold, silver, etc. produced from the Property. § No costs to be included in the Globex royalty calculation. § To be paid in cash or in kind at Globex’s option. § Globex’s royalty and metals or minerals shall exclusively be the property of Globex immediately upon production. Authier Lithium Technical Report Summary – Quebec, Canada 62 2187652 1.5% NSR royalty payable to Canuck Exploration Inc. § 1.5% of NSR payable to Canuck on any resource extracted for commercial purpose derived from the Claim with the exception of surface minerals substances. § NSR is a percentage of the actual proceeds derived from any smelter or mill for the sale of all payable metals less deductions. § Quarterly payments; Canuck has right to audit calculations. 3.3 ENVIRONMENTAL LIABILITIES AND OTHER PERMITTING REQUIREMENTS A Phase 1 Environmental Evaluation was carried out in 2019 by Norinfra Engineering. Soil characterizations were also performed in 2019 and 2020. No sign of contamination has been observed on this greenfield site and, therefore, there are no environmental liabilities pertaining to the Property as of the effective date of the provided information. The current locations remain without significant environmental liabilities. With the exception of permit requests for the backfilling or destruction of certain wetlands, the permits that will be necessary for the start of activities will be produced once the government decree is granted, following the BAPE hearings, and will be requested according to the normal process for obtaining ministerial authorization provided for in article 22 of the Environmental Quality Act.


 
Authier Lithium Technical Report Summary – Quebec, Canada 63 4 ACCESSIBILITY, CLIMATE, PHYSIOGRAPHY, LOCAL RESOURCES, AND INFRASTRUCTURE 4.1 ACCESSIBILITY The Property is accessible by well-maintained secondary gravel roads that connect to Route 109, situated five kilometers to the east; Route 109 links Rivière-Héva to Amos and continues to Matagami. Route 109 meets Route 117 at Rivière-Héva, which is the provincial highway linking Val-d’Or and Rouyn-Noranda. 4.2 TOPOGRAPHY, ELEVATION, VEGETATION AND CLIMATE 4.2.1 Physiography The Property is characterized by a relatively flat topography, with the exception of the northeastern area, where gently rolling hills occur. Outcrops represent approximately 5% of the Project area. The overburden is relatively thin and is characterized by glacial tills and clays. The land is drained westward by small creeks and local grassy swamps occur in topographic lows. The area is generally covered by forest populated by mixed balsam, spruce, and aspen trees. The Property’s elevation above sea level ranges from 301 m at the lowest point to 387 m in the northeastern sector, with an average elevation of approximately 350 m. Figure 4-1 shows a height-lit plot of the terrain within the 24 Authier tenements. Authier Lithium Technical Report Summary – Quebec, Canada 64 Figure 4-1 – Terrain within Authier tenements 4.2.2 Climate The region has a continental climate marked by cold, dry winters and hot, humid summers. The nearest weather monitoring station with data on climate normal, maintained by Environment Canada, is the Amos station. According to the available data collected at this weather station from 1981-2010, the coldest month is January with an average daily temperature of -17.2°C. The warmest month is July, with average daily temperature of 17.4°C. Table 4-1 shows average temperatures per month. Authier Lithium Technical Report Summary – Quebec, Canada 65 Table 4-1 – Average temperatures by month. Month Temperature (°C) January -17 February -15 March -8 April 1 May 9 June 15 July 17 August 16 September 11 October 5 November -4 December -12 Annual 1.5 The extreme temperatures measured between 1981 and 2010 were 37.2°C and -52.8°C. Temperatures are above freezing approximately 210 days per year. Data collected shows total annual precipitation was 929 mm, with peak rainfall occurring during July (112 mm average), August (98 mm average) and September (107 mm average). Snowfall is light to moderate, with annual average of 253 cm. Snow typically accumulates from October to April, with average peak snowfall occurring in November (45 cm), December (51 cm) and January (51 cm). Peak snow depth averaged 68 cm in February. On average, the Property is frost-free for 97 days, though discontinuous permafrost exists in the area. Hours of sunlight vary from 15.5 hours at the summer solstice in June to 8.1 hours at the winter solstice in December. Table 4-2 shows the average annual precipitation with the proportions of rain and snow. Table 4-2 – Average monthly precipitation with the proportions of rain and snow. Month Precipitation (mm) Rain (mm) Snow (mm) January 56 4 51 February 36 3 33 March 50 12 38 April 65 40 25 May 87 85 2 June 94 94 0 July 112 112 0 Authier Lithium Technical Report Summary – Quebec, Canada 66 August 98 98 0 September 107 107 1 October 87 79 8 November 79 34 45 December 59 7 51 Annual 929 676 253 Under normal circumstances, exploration and mining operations can be conducted year-round without interruption due to weather conditions. 4.2.3 Vegetation and Wetlands Field surveys were carried out in 2012, 2017 and 2019. Terrestrial vegetation consists mainly of mixed and coniferous forest stands, with hardwood stands scarce. Collectively forest areas cover more than 80% of the study area, with a significant portion of the study area totally or partially cut. Stands of fir and white spruce, mixed with white birch, dominate the forest landscape of the site. Other sites are occupied by black spruce, jack pine and larch, often in the company of white birch or trembling aspen. Wetlands were characterized in 2017, 2018 and 2019. Bogs and swamps are the main wetland classes characterized during the field surveys. Only a few bogs were located near the Project area. These bogs did not reveal any major particularities. Some low ecological value wetlands are located inside the limit of the open pit and the waste rock dump areas. 4.3 LOCAL INFRASTRUCTURE AND RESOURCES The Project is located in a well-developed mining region with readily available support facilities and services. The towns of Val-d’Or and Rouyn-Noranda, with populations of roughly 33,000 and 42,000, respectively, are well known for their mining history. The agricultural town of Amos, 20 km to the north, has a population of roughly 14,000. An experienced mining workforce and other mining-related support services will come from these nearby cities. Val-d’Or and Rouyn-Noranda have well-established hospitals, regional airports, schools, accommodation, and telecommunications, which are also readily accessed from the Project site.


 
Authier Lithium Technical Report Summary – Quebec, Canada 67 Québec is a major producer of electricity as well as one the largest hydropower generators in the world. The green and renewable electricity is well distributed through a reliable power network. Power will be accessed 5 km to the east of the Project site via an electrical grid supplied by low-cost, hydroelectric power. CN Rail has an extensive railway network throughout Canada. The closest rail connections to export shipping ports are located at Cadillac, 20 km to the southwest of the Property and Amos, 20km north of the Property. The rail network connects to Montréal and Québec City, and to the west through the Ontario Northland Railway and North American rail system. High- and low-pressure natural gas pipelines are located in close proximity to the Authier site, although no immediate reliance upon natural gas is expected. 4.4 SURFACE RIGHTS All of the claims composing the Property are situated on Crown Lands. There is no reason to believe that Sayona will not be able to secure the surface rights needed to construct the infrastructure related to a potential mining operation and waste disposal areas and other infrastructures in the mine industrial area (MIA). Authier Lithium Technical Report Summary – Quebec, Canada 68 5 HISTORY 5.1 GENERAL Authier is a greenfields deposit with no prior production undertaken at the site. 5.2 HISTORICAL EXPLORATION AND DRILL PROGRAMS Exploration programs have been undertaken periodically at Authier since 1955. A series of geological surveys and geoscientific studies were conducted by the Québec Government in the Project area between 1955 and 1959, and again in 1972. In 1956, an electrical resistivity (potential) survey was completed by Kopp Scientific Inc. in the central portion of the Property. In 1958, East-Sullivan Mines Ltd. conducted magnetic and polarization surveys, followed by six (6) diamond drill holes located in the southwestern area of the Property. In 1963, Space Age Metals Corp., exploring for magmatic sulfides, completed magnetic and electromagnetic surveys in the area of the main pegmatite dyke. In 1965, Delta Mining Corp. Ltd. conducted additional magnetic surveys in the area. From 1966 until 1969, exploration work was conducted under the direction and supervision of Mr. George H. Dumont, consulting engineer. The exploration programs, originally designed for magmatic sulfides, successfully outlined the main spodumene-bearing pegmatite on the Property. The work included magnetic and electromagnetic surveys, as well as 23 diamond drill holes totaling 2,611.37 m. In 1969, the Québec Department of Natural Resources carried out a series of flotation tests on two drill core composite samples. The bulk sample was composed of split core from DH AL 14 (50 m) and DH AL- 19 (38.1 m). The results confirmed that the material was amenable to concentration by flotation, producing commercial grade spodumene concentrate, assaying between 5.13% and 5.81% Li2O with recovery ranging from 67% and 82%. In 1978, Société Minière Louvem Inc. completed two (2) diamond drill holes, AL-24 and Al-25, on the western extension of the pegmatite dyke for a total of 190.50 m. In 1980, Société Québécoise d’Exploration Minière (SOQUEM) completed six (6) diamond drill holes (80- 26 to 8031), totaling 619.96 m in the central portion of the spodumene-bearing pegmatite. At the same time, 224 core samples from previous drilling, done between 1967 and 1980 on the pegmatite dyke, were re-assayed for Li2O. Authier Lithium Technical Report Summary – Quebec, Canada 69 In 1989, the Ministre de l’énergie et des ressources, today the Ministère des Ressources Naturelles et de la Faune (MRNF), released the results of a regional metallogenic study on lithium prospects and other high technology commodities in the Abitibi-Témiscamingue region (Boily et al. 1989). In 1991, Raymor Resources Ltd (Raymor) conducted small-scale metallurgical testing of pegmatite rocks mineralized in spodumene sampled on the Property. An 18.3 kg sample grading 1.66% Li2O was tested in 1991 by the Centre de Recherche Minérale (CRM). Results of the metallurgical testing returned a concentrate grade of 6.3% Li2O with recovery rate of 73%. In 1993, Raymor conducted additional drilling of 33 holes for a total of 3,699.66 m with the objective of verifying the presence and detailing the geometry of the spodumene-bearing pegmatite. Raymor also conducted geological mapping and trenching and started a 30-t bulk sampling of the pegmatite dyke, which was completed in 1996. In 1997, Raymor contracted the CRM to conduct additional metallurgical testing. The tests were conducted on two different samples weighing roughly 18 t (with an average grade of 1.32% Li2O), and 12 t, (with an average grade of 1.10% Li2O). Testwork results for the first sample returned a concentrate grade of 5.61% Li2O with a recovery rate of 61% following magnetic separation. The second sample returned a final concentrate grade of 5.16% with a recovery rate of 58%. Historical mineral resource estimates from 1994 were then revised in 1999 by Karpoff for SOQUEM and Raymor. The final historical mineral resources totaled 2,424,400 t at an average grade of 1.05% Li2O, using a cut-off grade of 0.5% Li2O. To these mineral resources, Karpoff defined an additional 1,580,000 t of historical resources in the “possible” category, without specifying the Li2O grade. Raymor concluded an agreement with SOQUEM in 1999. The group completed a prefeasibility study on the Project, including additional metallurgical testing. The metallurgical test results underlined the difficulty of generating a high quality spodumene concentrate. The economic analysis returned a negative internal rate of return (IRR), making the Project uneconomic at that time. Glen Eagle Resources (Glen Eagle or GER) acquired the Project in 2010, and completed some of the mapping, sampling, drilling, metallurgical, and resource definition programs as well as a Preliminary Economic Study in 2012. In November 2010, a ground magnetic survey was performed on the Authier Property. The survey was executed by Services Forestiers et d’Exploration (GFE) and the data was processed by MB Geosolutions at the request of Glen Eagle. The survey totaled 53.5 line-km and was done through the forest without a cut line grid. The lines were read with a GSM-19 Overhauser magnetometer, built by the company GEM of Authier Lithium Technical Report Summary – Quebec, Canada 70 Toronto, which was used in walking mode with the locations of the readings determined by an integrated GPS. The magnetic measurements were taken continuously along 23 traverse lines for a total of 66,027 readings at every 1.25 m. Magnetic diurnal was monitored with a base station and the magnetic readings were corrected accordingly. Figure 5-1 presents the results of this survey. Figure 5-1 – 2010 Authier Property magnetic survey In August 2011, a geochemical survey program was completed in an effort to discover new spodumene- bearing pegmatites. Eighty-six (86) samples were collected, mainly in the northwest sector of the Property. Four (4) samples were collected on the main pegmatite and were analyzed for the major elements. The geochemical signature of the collected samples was compared to the signature of the main pegmatite and only a few samples were determined to have a similar signature. Three (3) diamond drill holes (NQ diameter) were drilled in the area of these samples; muscovite-bearing pegmatites were discovered with little, or no, spodumene.


 
Authier Lithium Technical Report Summary – Quebec, Canada 71 From 2010 to 2012, Glen Eagle completed 8,990 m in 69 diamond drill holes (NQ diameter) on the Authier Property; 7,959 m (xx DDH) were drilled on the Authier Deposit; 609 m (five DDH) were drilled on the northwest and 422 m on the south-southwest sectors of the Property, respectively. From these drill holes, 1,474 samples were collected for analysis, representing approximately 18% of the drill core material. The drill holes are generally spaced 25 m to 50 m apart, with azimuth generally south dipping (180°) and dip ranging from 45° to 70°. The mineralized drill intersection ranged from near true thickness to 85% true thickness. The spodumene-bearing pegmatite is principally defined by one single continuous intrusion or dyke, which contains local rafts or xenoliths of the amphibolitic host rock that can be a few meters thick and up to 200 m in length. A total of 19,736 m of historical drilling has been completed on the Property. Table 5-1 shows a list of the historical drill holes. All the historical drilling that predates Sayona was diamond core of NQ diameter. Table 5-1 – Summary of drilling completed on the Property prior to the Sayona acquisition in 2016 Period Drill hole Series No. of Diamond Drill holes (DDH) Meters Drilled Historical GM-XX 5 1,176 LG-XX 12 2,437 AL-XX 31 3,433 R-93-XX 33 3,700 Glen Eagle Resources AL-10-XX 18 1,905 AL-11-XX 27 4,051 AL-12-XX 24 3,034 Total 150 19,736 5.3 HISTORICAL RESOURCE AND RESERVE ESTIMATES In 2012, Glen Eagle conducted further testing on a 270 kg composite sample and achieved very attractive results, including an 88% metallurgical recovery to a 6.09% Li2O concentrate. The results were achieved in batch flotation tests, after passing the concentrate through wet high-intensity magnetic separation (WHIMS) and two-stage cleaning, without mica pre-flotation. Bumigème Inc. used the results of this program to design a conventional process flowsheet incorporating crushing, grinding and flotation for the Authier NI 43-101 Preliminary Economic Assessment (2013). The flowsheet contemplated the processing of 2,200 tpd of ore at 85% metallurgical recovery, producing a 6.0% Li2O spodumene concentrate. This assessment suggested the technical and commercial viability of developing the deposit and reported mineral resources of 7.67 Mt at 0.96% Li2O (Table 5-2). Authier Lithium Technical Report Summary – Quebec, Canada 72 Table 5-2 – Glen Eagle 2013 Historical NI 43-101 Mineral Resource Estimate (at 0.5% Li2O cut-off) Category Tonnes Grade (% Li2O) Contained Li2O (t) Measured 2,244,000 0.95 21,318 Indicated 5,431,000 0.97 52,681 Total 7,675,000 0.96 73,999 Inferred 1,552,000 0.96 14,899 The 2013 Glen Eagle Authier historical estimate was completed from a block model estimated by inverse distance squared, utilizing composited datapoints within a mineralized 3D wireframe model. The 2013 Glen Eagle Authier historical estimate is from a previous owner and should not be relied upon. It is provided solely for comparative purposes. The current Mineral Resource Estimate is provided in Section 11. The historical estimate In August 2016, Sayona completed the acquisition of the Authier Property for CAD4.0M. In September of the same year, Sayona drilled 19 diamond drill holes, for a total of 3,982 meters, prior to completion of a prefeasibility study undertaken by SGS Minerals. From January to March 2017, 31 diamond drill holes were done, totaling 4,122 meters, drilled for definition and metallurgical testing. A prefeasibility study update was completed in December 2017 by Wave International Ltd. From January to March 2018, 19 diamond drill holes were completed, for a total of 2,025 meters, to confirm lithium mineralization at depth. Following this program, an updated Joint Ore Reserves Committee (JORC) Mineral Resources was produced returning 17.18 Mt at 1.01% Li2O in the Measured and Indicated category and 3.76 Mt @ 0.98% Li2O in the Inferred category. Towards the end of 2018, Sayona completed a seven (7) diamond drill hole program totaling 342.5 meters for condemnation (sterilization) purposes. A definitive feasibility study was completed for the Project in September 2018 by BBA Inc. The Project contemplated an open pit mine and 675,500 tpy flotation concentrator. In October 2019, BBA Inc. produced an updated feasibility study for the Authier Project. The Project contemplated an open pit mine and 883,000 tpy flotation concentrator. In September 2021, 25 diamond drill holes, totaling 3,908 meters, were completed on exploration and definition targets. Authier Lithium Technical Report Summary – Quebec, Canada 73 5.4 HISTORICAL PRODUCTION The Authier project is a greenfield project with no previous bulk production from this project. Authier Lithium Technical Report Summary – Quebec, Canada 74 6 GEOLOGICAL SETTING, MINERALIZATION AND DEPOSIT This chapter describes the process and results of the Authier Property geological setting and mineralization. Information contained in this chapter was previously published by Piedmont Lithium Inc in a Technical Report Summary with an effective date of 31st of December 2023. 6.1 REGIONAL GEOLOGY The Authier property is located in the southeast part of the Superior Province of the Canadian Shield craton, more specifically in the Southern Volcanic Zone of the Abitibi Greenstone Belt. The spodumene- bearing pegmatites observed on the Property are genetically related to the Preissac-La Corne batholith (Figure 6-1) located 40 km northeast of the city of Val-d’Or (Corfu, 1993; Boily, 1995; Mulja et al., 1995a). The Preissac-La Corne batholith is an Archean-age syn- to post-tectonic intrusive complex that intruded along the La Pause anticline into the volcano-sedimentary units of the Malartic Composite Group. The rocks of the Malartic Group are metamorphosed to the greenschist to lower amphibolite metamorphic grade and are bounded to the north by the Manneville fault and by the Cadillac-Larder Lake fault to the south. The units comprising the Malartic Group are mafic to ultramafic metavolcanic rocks (serpentinized peridotites, amphibolitic mafic flows) and metasedimentary units (biotite schists derived from greywackes). The Preissac-La Corne batholith comprises early-stage metaluminous intrusive suites, dioritic to granodioritic in composition, and four late-stage peraluminous monzogranitic plutons: Preissac, La Corne, and La Motte and Moly Hill plutons. Late Proterozoic-age diabase dykes crosscutting all the lithologies can also be observed in the region (Boily, 1995; Mulja et al., 1995; Desrocher and Hubert, 1996). The pegmatite dykes and other aplitic dykes and veins observed in the region are genetically derived from the late peraluminous plutons. More than one thousand intrusions of mineralized, but mostly barren, pegmatite dykes have been mapped in the vicinity of the Preissac-La Corne batholith. These intrusions crosscut all of the units of the Malartic Group and intrusive lithologies of the batholith, with the exception of the late Proterozoic diabase dykes. The pegmatites and the aplitic intrusions occur in two distinct morphologies: tabular, generally strongly dipping dykes with sharp contacts, and irregularly shaped dykes, often comprised of mixed pegmatitic and aplitic lithologies in contact with the country rocks. The dykes can be up to hundreds of meters in length with a thickness varying from a few centimeters to tens of meters, with the majority having less than 1 m in thickness. The pegmatites can be classified by their spatial distribution within and around the lithologies of the Preissac-La Corne batholith. The pegmatites occurring within, or in, the vicinity of the La Motte and La Corne plutons are generally mineralized in beryl and columbite-tantalite as opposed to the pegmatites


 
Authier Lithium Technical Report Summary – Quebec, Canada 75 observed in association with the Preissac pluton, which are mostly un-mineralized. The spodumene- bearing pegmatites almost exclusively cross-cut lithologies located outside the late-stage plutons of the Preissac-La Corne Batholith and can be uniform or present internal zoning enriched in spodumene. The hydrothermal veins mineralized in molybdenite occur inside, near the edges, of the intrusives related to the Preissac and Moly Hill plutons. Figure 6-1 – Regional geology map 6.2 LOCAL GEOLOGY The Project primarily encompasses extensive sections of massive to spinifex ultramafic flows from the Preissac pluton. The pegmatites occur within basaltic flows and komatiites, while being adjacent to a felsic intrusive towards the western boundary. Below is a concise overview of these rock types present within the Project area and Figure 6-2 illustrates the stratigraphic column of the local geology. Authier Lithium Technical Report Summary – Quebec, Canada 76 Numerous small pegmatites, generally composed of quartz monzonite, intruded the volcanic stratigraphy, including the larger Authier spodumene-bearing pegmatite, which is the focus of study. This pegmatite is principally defined by a single, continuous intrusion, or dyke, that contains local rafts, or xenoliths, of the amphibolitic host rock, which are a few meters thick and up to 200m in length at shallow levels within the western zone. Based on the information gathered from the drilling, the pegmatite intrusion is more than 1,100 m in length with an average thickness of 25 m, ranging from 4 to 60 m, and dipping 35 to 50 degrees to the north. It outcrops in a small, 50 m by 20 m, area at the central-eastern sector that orients east- west and is mostly covered by up to 10 m of overburden reaches depths of up to 270 m below surface in drilling to date. Authier Lithium Technical Report Summary – Quebec, Canada 77 Figure 6-2 – Stratigraphy of the Authier Lithium Project Authier Lithium Technical Report Summary – Quebec, Canada 78 A second spodumene-bearing pegmatite, not visible from surface, was intersected by diamond drill hole AL-16-10 at a shallow depth, between 15 m and 22 m, approximately 400 m north of the main pegmatite. Follow-up drilling in early 2017 and 2018 outlined this new mineral body, the Authier North pegmatite, which has a strike extension of 500 m east-west, 7 m average width, and dips gently 15 degrees to the north. The Authier North pegmatite appears at 15 m to 25 m vertical depth and is open in all directions. Figure 6-5 is a photograph showing spodumene mineralization from the new shallow pegmatite intersected by drill hole AL 16-10. The volcanic assemblages predominantly comprise ultramafic (peridotitic) metavolcanic flows, with a smaller presence of basaltic metavolcanics and Komatiites. The basaltic formations exhibit a range of appearances, varying from fine to coarse-grained textures, characterized by either massive or variolitic structures. Pillowed structures are frequently observed within these formations. Furthermore, it is common for basaltic rocks to contain chlorite and exhibit a high magnesium content. The Komatiite is often aphanitic in appearance and blueish or greenish in color. Spinifex to massive texture is common along with strong magnetism, however, this is variable at the contacts. The Authier Pegmatite is adjacent to a Felsic Intrusive formation situated towards its western boundary. This unit exhibits varying shades of gray and pink, dependent on its composition. The intrusive primarily consists of quartz, with occasional occurrences of feldspar and biotite. Contact zones between these rock formations often exhibit irregular or diffuse boundaries. 6.3 PROPERTY GEOLOGY The Property geology comprises intrusive units of the La Motte pluton to the north and Preissac pluton to the south, with volcano-sedimentary lithologies of the Malartic Group in the center (Figure 6-3). The volcano-sedimentary stratigraphy is generally oriented east-west and ranges between 500 m and 850 m in thickness (north-south). The volcanic units comprise principally ultramafic (peridotitic) metavolcanic flows with less abundant basaltic metavolcanics. Several highly metamorphosed metasedimentary units, described as hornblende-chlorite-biotite schists, occur on the south-central portion of the Property, generally in contact with the La Motte pluton to the north (Karpoff, 1994). The northern border of the Preissac pluton, composed of granodiorite and monzodiorite, runs east-west along the southern edge on the Property. To the north, muscovite monzogranitic units of the La Motte pluton cover the Property. Numerous small pegmatites, generally composed of quartz monzonite, intruded the volcanic stratigraphy, including the larger Authier spodumene-bearing pegmatite, which is the focus of study.


 
Authier Lithium Technical Report Summary – Quebec, Canada 79 Figure 6-3 – Local geological map 6.4 MINERALIZATION The lithium mineralization observed at the Authier Project predominantly comprises spodumene within pegmatite intrusive dykes. There are also trace amounts of beryllium, molybdenum, tantalum, niobium, cesium, and rubidium. Detailed logging of drill core suggests that the main pegmatite at Authier is composed of several internal phases related to intrusive placement and progressive cooling. The outside border of the pegmatite in contact with the host rocks has been identified as a transition zone or border zone. This transition zone is often significantly less mineralized in spodumene and is characterized by a centimeter-scale fine- to medium-grained chill margin, followed by a medium- to coarse-grained decimeter to meter-scale zone. The transition zone often includes fragments of the host rock and can also be intermixed with the material from the core zone. The main intrusive phase observed in the pegmatite is described as a core pegmatitic zone, characterized by large centimeter-scale spodumene crystals and white feldspar minerals. The core pegmatitic zone Authier Lithium Technical Report Summary – Quebec, Canada 80 shows internally different pegmatitic phases, characterized by different spodumene crystal lengths, ranging from coarse-grained (earlier) to fine-grained (later). The contacts between different spodumene- bearing pegmatite phases are transitional and well defined at core logging scale. Higher lithium grades are correlated with higher concentrations of larger spodumene crystals. Late-mineral to post-mineral aplite phases cut earlier spodumene–bearing mineralization, causing local diminishing of lithium grade. The core zone hosts the majority of the spodumene mineralization at Authier. Figure 6-4 is a photograph that illustrates the transition and core zones from drill hole AL-10-03. The spodumene-bearing pegmatite is principally defined by one single continuous intrusion, or dyke, that contains local rafts, or xenoliths, of the amphibolitic host rock, which are a few meters thick and up to 200 m in length at shallow levels within the western zone. The main pegmatite outcrops in a small, 50 m by 20 m, area at the central-eastern sector that orients east-west and is mostly covered by up to 10 m of overburden. Based on the information gathered from the drilling, the pegmatite intrusion is more than 1,100 m in length and can be up to 60 m thick. The intrusion is generally oriented east-west, dips to the north at angles ranging between 35° and 50° and reaches depths of up to 270 m below surface in drilling to date. A second spodumene-bearing pegmatite, not visible from the surface, was intersected by diamond hole AL-16-10 at shallow levels, between 15 m and 22 m downhole depth, approximately 400 m north of the main pegmatite. Follow-up drilling in early 2017 and 2018 outlined this new body, the Authier North pegmatite, which has a strike extension of 500 m east-west, 7 m average width, gently dipping 15 degrees to the north. The Authier North pegmatite appears at shallow levels, 15 m to 25 m vertical depth, and is open in all directions. Figure 6-5 is a photograph showing spodumene mineralization from the new shallow pegmatite intersected by drill hole AL 16-10. Authier Lithium Technical Report Summary – Quebec, Canada 81 Figure 6-4 – Drill core from hole AL-10-03, showing core and transition zones Figure 6-5 – Drill core from hole AL-16-10, showing spodumene mineralization in the new Authier North pegmatite Authier Lithium Technical Report Summary – Quebec, Canada 82 6.5 DEPOSIT TYPES The deposit type for the lithium mineralization occurring on the Authier Property is a granitic pegmatite type, more specifically the rare-element pegmatites subtype, due to the presence of spodumene. Rare-element pegmatites typically occur in metamorphic terrains and are commonly peripheral to larger granitic plutons which, in many cases, represent the parental granite from which the pegmatite was derived. The late Archean pegmatites of the Superior Province are typically located along deep fault systems that, in many areas, coincide with major metamorphic and tectonic boundaries. Most pegmatites range in size from a few meters to hundreds of meters long and from centimetric-scale to several hundred meters wide, and even more for a few known cases. Rare-element pegmatites can have complex internal structures where the internal units in complex pegmatites consist of a sequence of zones, mainly concentric, which conform roughly to the shape of the pegmatite, but differ in mineral assemblages and textures. From the margin inward, these zones consist of a border zone, a wall zone, intermediate zones, and a core zone. The border zone is generally thin and typically aplitic or fine-grained in texture. The wall zone, composed mainly of quartz-feldspar-muscovite, is wider and coarser grained than the border zone and marks the beginning of coarse crystallization characteristic of pegmatites. Intermediate zones, where present, are more complex mineralogically and contain a variety of economically important minerals such as sheet mica, beryl and spodumene. In the intermediate zones of some pegmatites, individual crystal size can reach meters to tens of meters. The core zone consists mainly of quartz, either as solid masses or as euhedral crystals. Rare-element pegmatites, typically associated with granitic intrusions, are distributed in zonal patterns around such intrusions. In general, the pegmatites most enriched in rare metals and volatile components are located farthest from intrusions (Figure 6-6). Rare-element pegmatites are generally considered to form by primary crystallization from volatile-rich siliceous melt related to highly differentiated granitic magmas. The lithology of the source rocks for these melts is a major control on the ultimate composition of subsequently formed rare-element pegmatites (Cerny, 1993; Sinclair, 1996).


 
Authier Lithium Technical Report Summary – Quebec, Canada 83 Figure 6-6 – Schematic representation of regional zonation of pegmatites source (Image from Sinclair 1996 [modified from Trueman and Cerny 1982]) Authier Lithium Technical Report Summary – Quebec, Canada 84 7 EXPLORATION This chapter describes the process and results of the Authier Property exploration activities. Information contained in this chapter was previously published by Piedmont Lithium Inc in a Technical Report Summary with an effective date of 31st of December 2023. 7.1 GENERAL Exploration drilling conducted by Sayona Québec is divided into three Phases: 2016, 2017 and 2018, respectively and are summarized individually. • Phase 1 program in October/November 2016 of 18 holes, totaling 3,967 m. Following the drilling program, Sayona completed an upgrade of the resource and completed a Prefeasibility Study, dated February 2017 • Phase 2 diamond drilling program in May 2017 of 31 holes totaling 4,117 m and • Phase 3 diamond drilling program in November/December 2017, which comprised seven diamond holes (680 m PQ and 89.5 m HQ) for a total of 769.5 m and the collection of five tonnes of core for pilot metallurgical testing; January / March 2018, which comprised 19 holes, NQ diameter, totaling 2,170.45 m; April 2018, involving condemnation (sterilization) drilling, six (6) holes, NQ diameter, for 342.65 m. Core was oriented using a Reflex ACT III tool for Phase 1 and Phase 2, whereas Phase 3 diamond core was not oriented. The drilling programs were planned and managed by Sayona’s Competent Person, assisted by one of Sayona’s Project geologists. In addition, Sayona contracted Services Forestiers et d’Exploration GFE (“GFE”) for the permitting and logistic support of the drilling program. GFE provided the office, core logging and storage facilities to Sayona, which are located less than 4 km southeast from the main pegmatite zone, near the town of La Motte. All drill core handling was done on-site with logging and sampling processes conducted by employees and contractors of Sayona. Drill core was placed in wooden core boxes and collected twice a day at the drill site and then transported to the core logging facilities. The drill core was first aligned and measured by a technician or the geologist for core recovery. After a summary review of the core, it was oriented and geologically and geotechnically logged, including rock type, spodumene abundance, mica abundance, rock quality designation (“RQD”), Authier Lithium Technical Report Summary – Quebec, Canada 85 orientation data (alpha and beta angles) for structures (faults, fractures, etc.). Point load tests (one each, 10 m average) have also been undertaken. The logging of the geological features was predominately qualitative. Parameters such as spodumene abundance are visual estimates by the logging geologist. Footwall and hanging wall barren host rock not adjacent to mineralization was summary logged. The observations of lithology, structure, mineralization, sample number and location were noted by the geologists and geotechnicians in hard copy and an excel spreadsheet and then recorded in a Microsoft Access digital database. Copies of the database are stored on an external hard drive for security. Sampling intervals were defined by a geologist. Before sampling, core was photographed using a digital camera after metre marks and sample intervals have been clearly marked on the core. The core was photographed dry and wet. The core boxes were identified with the box number, hole ID, from and to using aluminum tags. Target mineralization i.e., spodumene pegmatite, and adjacent barren host rock was logged, sampled, and assayed. Core recovery in target mineralization and adjacent barren host rocks had an average around 99% and so sampling is considered representative. 7.2 SAYONA QUÉBEC DRILLING 2016 Sayona Québec completed a Phase 1 diamond drilling program at the Authier Property, including 18 holes for 3,967 m (Figure 7-1), which had the following objectives: • Converting the Inferred Mineral Resources to be Measured and Indicated through further drilling. • Exploring extensions to existing Mineral Resources and other potential mineralization within the tenement package. • Collecting geotechnical data for incorporation in the Authier prefeasibility study. • Collecting additional drill core for any additional metallurgical testing that may be required to complete a definitive feasibility study. Authier Lithium Technical Report Summary – Quebec, Canada 86 Figure 7-1 – Drill hole collar location in isometric view and plan view Holes were typically drilled perpendicular to the strike of the mineralized pegmatite to provide high confidence in the grade, strike, and vertical extensions of mineralization. All diamond drill holes (Table 7-1) intersected high-grade spodumene mineralization. Table 7-1 – Phase 1 Sayona drill hole collar location and intercept information (Downhole intersections in meters) Drill hole East North RL (m) Azimuth Dip Depth (m) From (m) To (m) Thickness (m) Grade (% Li2O) AL-16-001 707,525 5,360,175 330 180 -45 87 12 74 62 1.35 including 27 43 16 1.65 AL-16-002 707,525 5,360,245 330 180 -45 111 50 99 49 1.18 including 81 98 17 1.49 AL-16-003 707,600 5,360,500 331 180 -55 267 170 197 27 1.46 including 181 192 11 1.66 213 223 10 1.24 including 218 221 3 1.63 AL-16-004 707,525 5,360,430 331 180 -55 246 156 206 50 1.13 including 157 168 11 1.40 200 205 5 1.89 AL-16-005 707,500 5,360,520 332 180 -55 294 197 202 5 1.44


 
Authier Lithium Technical Report Summary – Quebec, Canada 87 Drill hole East North RL (m) Azimuth Dip Depth (m) From (m) To (m) Thickness (m) Grade (% Li2O) 218 243 25 1.08 including 218 232 14 1.18 AL-16-006 707,650 5,360,210 330 180 -45 105 16 60 44 1.02 including 16 35 19 1.45 AL-16-007 707,479 5,360,174 330 180 -45 90 4 44 40 1.27 including 13 33 20 1.47 AL-16-008 707,475 5,360,425 330 180 -60 234 162 198 36 0.93 including 163 173 10 1.32 AL-16-009 707,245 5,360,478 330 180 -60 249 192 230 38 1.10 including 192 215 23 1.35 AL-16-010 707,500 5,360,580 330 180 -55 330 15 22 7 1.36 including 17 19 2 2.24 236 241 5 1.36 258 266 8 0.85 including 264 266 2 1.42 AL-16-011 707,220 5,360,420 330 180 -65 204 135 181 46 1.26 including 137 161 24 1.62 AL-16-012 707,500 5,360,460 331 180 -55 240 161 208 47 1.05 including 167 194 27 1.31 AL-16-013 707,175 5,360,478 331 180 -60 234 184 208 24 1.25 216 224 8 0.91 AL-16-014 707,600 5,360,440 331 180 -55 241 148 193 45 1.08 including 149 157 8 1.36 171 189 18 1.34 203 207 4 1.65 AL-16-015 707,175 5,360,550 330 180 -60 279 242 262 20 1.32 including 248 259 11 1.61 AL-16-016 707,400 5,360,425 331 180 -60 252 158 186 28 1.20 including 162 180 18 1.39 AL-16-017 707,280 5,360,500 330 180 -60 240 190 235 45 1.28 including 190 213 23 1.77 AL-16-018 707,318 5,360,465 330 170 -55 264 197 201 4 0.99 206 213 7 0.95 218 228 10 1.20 including 219 225 6 1.48 Note: Downhole widths are not true widths Key achievements of the 2016 drilling program were: Authier Lithium Technical Report Summary – Quebec, Canada 88 • Fourteen (14) new drill holes successfully tested the deep extensions of mineralization on the main Authier pegmatite. • Holes AL-16-01, 02, 06, and 07 effectively delineated the geometry of the Authier pegmatite at shallow depths in the eastern and central sectors, facilitating the upgrade of resource categories from Indicated to Measured. • Hole AL-16-16 intersected a substantial zone of spodumene mineralization within the gap zone, bridging the eastern and western segments of the main pegmatite. • Holes AL-16-03, 04, 05, 08, 10, 12, and 14 extended the lithium mineralization in the eastern sector of the main Authier pegmatite to depths exceeding 200 meters. • Additionally, hole AL-16-10 intercepted a previously undetected pegmatite at shallow depths between 15 meters and 22 meters, located 400 meters north of the main Authier pegmatite. • Holes AL-16-09, 11, 13, 15, 17, and 18 extended the lithium mineralization in the western sector of the main Authier pegmatite to depths beyond 200 meters. Mineralization remained open in all directions. 7.3 SAYONA QUÉBEC DRILLING 2017 Sayona Québec completed a Phase 2 diamond drilling program in May 2017 at the Authier Property, including 31 holes for 4,117 m (Figure 7-1), having the following objectives: • Defining the mineralized boundaries and lifting the resource categories in zones in the western sector that were drilled during the 2016 drill program. The 2016 drilling program in the west zone highlighted a number of new high-grade intersections between 120 m to 220 m vertical depth, such as hole AL-16-11, which returned 46 m of 1.26% Li2O from 135 m, including 24 m of 1.62% Li2O from 137 m. • Testing for mineralization in the eastern strike extension at both shallow and deeper levels at a similar vertical level to hole AL-16-14, which intercepted 45 m of 1.08% Li2O from 148 m, including 8 m of 1.36% Li2O from 149 m and 18 m of 1.34% Li2O from 171 m. • Testing for a vertical extension of mineralization in the gap zone to follow up hole AL-16-16, which intersected 28 m of 1.20% Li2O from 158 m, including 18 m of 1.32% Li2O from 149 m. • Assessing the resource potential of the new northern pegmatite, which intersected 7 m of 1.36% Li2O from 15 m in Sayona’s 2016 drilling. The Phase 2 diamond drill holes are detailed in Table 7-2. Authier Lithium Technical Report Summary – Quebec, Canada 89 Table 7-2 – Phase 2 Sayona drill hole collar location and intercept information (downhole intersections in meters) Drill hole East North RL (m) Azimuth Dip Depth (m) From (m) To (m) Thickness (m) Grade (% Li2O) AL-17-01 707,210 5,360,520 332 180 -60 283 242 252 10 NS AL-17-02 707,080 5,360,460 331 180 -65 253 165 197 32 1.15 including 177 184 7 1.44 and 186 192 6 1.37 AL-17-03 707,000 5,360,500 330 180 -60 268 222 233 11 1.07 including 226 231 5 1.42 236 240 4 1.00 AL-17-04 706,900 5,360,425 335 180 -70 264 166 177 11 0.88 including 166 169 3 1.26 214 225 11 1.03 including 218 222 7 1.26 AL-17-05 706,800 5,360,425 345 180 -75 303 199 205 6 1.09 224 243 19 1.26 including 224 233 9 1.69 AL-17-06 706,900 5,360,360 332 180 -55 240 NS AL-17-07 706,803 5,360,356 339 180 -55 246 210 211 1 0.64 214 219 6 0.89 including 215 216 1 1.48 AL-17-08 706,802 5,360,310 335 180 -45 219 165 173 8 1.07 including 167 170 3 1.31 AL-17-09 707,500 5,360,630 339 180 -55 90 26 31 5 0.84 including 28 29 1 2.34 AL-17-10 707,500 5,360,680 340 180 -55 78 20 21 1 0.62 AL-17-11 707,450 5,360,615 337 180 -55 48 23 29 6 1.32 including 24 27 3 1.76 AL-17-12 707,550 5,360,615 339 180 -55 72 27 32 5 0.90 including 30 31 1 1.71 AL-17-13 707,720 5,360,440 333 180 -55 228 153 156 3 1.17 including 154 156 2 1.32 163 189 26 1.26 including 169 184 15 1.42 AL-17-14 707,780 5,360,440 332 180 -55 213 169 189 20 0.95 including 170 180 10 1.19 AL-17-15 707,780 5,360,250 330 180 -55 81 11 14 3 1.02 including 12 13 1 1.40 AL-17-16 707,700 5,360,210 329 180 -50 87 8 15 7 0.76 including 10 11 1 1.10 Authier Lithium Technical Report Summary – Quebec, Canada 90 Drill hole East North RL (m) Azimuth Dip Depth (m) From (m) To (m) Thickness (m) Grade (% Li2O) AL-17-17 707,830 5,360,250 327 180 -60 57 22 23 1 1.13 AL-17-18 707,400 5,360,610 336 180 -55 39 22 26 4 0.82 AL-17-19 707,350 5,360,610 336 180 -55 45 11 19 8 0.88 including 11 15 4 1.27 AL-17-20 707,450 5,360,680 338 180 -55 51 NS AL-17-21 707,550 5,360,680 342 180 -90 69 NS AL-17-22 707,400 5,360,525 334 180 -60 271 227 256 29 0.92 including 232 245 13 1.10 including 248 249 4 1.46 AL-17-23 707,600 5,360,615 339 180 -55 36 16 24 9 0.82 including 21 24 3 1.53 AL-17-24 707,323 5,360,628 336 180 -55 39 12 15 3 0.56 including 12 13 1 1.13 AL-17-25 707,308 5,360,671 336 180 -65 42 NS AL-17-26 707,890 5,360,265 333 180 -65 60 27 39 13 0.73 including 27 31 4 0.95 including 37 39 2 1.33 AL-17-27 707,890 5,360,345 333 180 -65 87 NS AL-17-28 707,720 5,360,345 331 180 -65 181 NS AL-17-29 707,935 5,360,341 333 180 -45 71 NS AL-17-30 707,833 5,360,286 333 180 -45 66 16 19 3 0.84 30 40 10 1.04 including 30 33 3 1.26 including 35 39 4 1.16 AL-17-31 707,740 5,360,615 333 180 -65 30 NS Note: Downhole widths are not true widths NS: Not Significant Results The main findings of the 2017 drilling program included: • Extension of mineralization within the main pegmatite orebody by 150 meters to the east, up to 300 meters to the west at deeper levels, and 200 meters to the west at shallower levels and at depth in the gap zone. • The east-west strike length of the main deposit has been extended from 850 meters to 1,100 meters, with an average thickness of 25 meters, ranging from 4 meters to 55 meters, dipping at 40 to 50 degrees to the north. The orebody remained open to the east, west, and at depth. • Delineation of the Authier North pegmatite, with 670 meters of drilling completed in 13 holes. The northern pegmatite exhibits a narrow and gently dipping geometry between 10 meters and


 
Authier Lithium Technical Report Summary – Quebec, Canada 91 25 meters vertical depth, not visible from the surface, with downhole intersections typically averaging 5 to 8 meters in width. The pegmatite remained open in all directions. Sayona Québec aimed to delineate a resource at shallow levels that would be suitable for open-cut mining at a low stripping ratio. Drilling successfully defined a 300 m western extension of the main Authier pegmatite at between 110 m and 220 m vertical depth, including: • AL-17-02: 32 m of 1.15% Li2O, including 7 m of 1.44% Li2O • AL-17-05: 19 m of 1.26% Li2O, including 9 m of 1.69% Li2O • AL-17-08: 8 m of 1.07 % Li2O from 165 m, including 3 m of 1.31% Li2O from 167 m AL-17-02 and AL-17-05 demonstrated similar widths and grades to those in the deeper, Phase 1 holes, which included: • AL-16-13: 24 m of 1.25% Li2O from 184 m and 8 m of 0.91% Li2O from 216 m • AL-16-15: 20 m of 1.32% Li2O from 242 m, including 11 m of 1.61% Li2O from 248 m The results indicate a potential western plunge of the high-grade mineralization at deeper levels within the western sector. The higher-grade mineralization below the economic open pit depths could be amenable to future underground mining (Figure 7-2). Authier Lithium Technical Report Summary – Quebec, Canada 92 Figure 7-2 – Section 707050 m E looking west, demonstrating the extension of mineralization AL-17-01, AL-17-06 and AL-17-07 (Section 706,800 m East, see Figure 7-3) intercepted narrow zones of low-grade to barren pegmatite, which had been affected by a large north-south fault cross-cutting the mineralization in the Beaver Dam area on Section 707560 m East. The pegmatite pinched within the fault zone but shows no significant evidence of post-mineral displacement. Figure 7-3 – Section 706800 m E looking west, intersecting narrow zones of low grade to barren mineralization AL-17-22 intersected a thick zone of spodumene mineralization in the gap zone, 29 m of 0.92% Li2O, confirming an 85 m down-dip extension of the exploratory Phase 1 drill hole AL-16-16, which intersected 28 m of 1.20% Li2O from 158 m, including 18 m of 1.39% Li2O from 162 m. AL 17-22 confirmed an extension of the resource down to approximately 200 m in the gap zone (see Figure 7-4). Authier Lithium Technical Report Summary – Quebec, Canada 93 Figure 7-4 – Section 707400 m E looking west (Gap Zone) showing the dip extension of mineralization Holes AL-17-13 (section 707725 m East, Figure 7-5) and AL-17-14 (section 707775 m East) in the eastern deep zone have extended mineralization 150 m to the east. Hole AL-17-13 yielded 26 m of 1.26% Li2O from 163 m, including 15 m of 1.42% Li2O from 169 m, and is located 120 m east of AL-16-14, which intercepted mineralized pegmatite from a vertical depth of 120 m and was expected to result in an 80 m deepening of the current pit outline. Hole AL-17-28, a 100 m step forward from AL-17-13, intercepted low-grade pegmatite that was affected by a fault zone, which caused a local pinching of the main Authier pegmatite. Authier Lithium Technical Report Summary – Quebec, Canada 94 Figure 7-5 – Section 707725 m E looking west Drilling results 2017 in eastern zone showing important findings. Hole AL-17-16 intercepted a narrow zone of mineralized pegmatite, 7 m of 0.76% Li2O, within a wider zone of low-grade to barren pegmatite at shallow levels. It was interpreted that mineralization was pinched with respect to the wider pegmatite intercepted by the following holes: • AL-17-30: 10 m of 1.04% Li2O from 30 m, including 3 m of 1.26% Li2O from 30 m • AL-17-26: 13 m of 0.73% Li2O from 27 m, including 2 m of 1.33% Li2O from 37 m Hole AL-17-17 intercepted the narrow, lower portion of the eroded pegmatite, 1 m of 1.03% Li2O, immediately below 12 m of overburden being collared 35 m south (same section) of AL-17-30. Holes AL-17-30 and AL-17-26, separated 65 m east-west, intercepted the main pegmatite slightly deeper than AL-17-15 and AL-17-17. The narrow mineralization intercepted by AL-17-15 was extended 165 m down-dip by AL-17-14, which yielded 20 m of 0.95% Li2O from 169 m, including 10 m of 1.19% Li2O from 170 m, from a vertical depth of 135 m and collared 185 m north in the same section. Holes AL-17-27 and AL-17-29, the easternmost holes, intercepted narrow barren pegmatite in fault zones. The geometry of the pegmatite at narrow levels pinches and swells, but it is considered open and further drilling was required to test the easternmost strike extent. During Phase 2, drilling began to define the geometry of the new northern pegmatite, located 400 m north of the main Authier pegmatite. During the Phase 1 drilling, AL-16-10 intersected 7 m of 1.36% Li2O from


 
Authier Lithium Technical Report Summary – Quebec, Canada 95 7 m in a step-back hole targeting deeper mineralization in the main pegmatite. Drilling from the Phase 2 program defined additional mineralization over 300 m in strike length and the system remains open in all directions. Such a mineralized zone was built using a reference east–west line, 35 m north of AL-16-11, in a 50 m by 50 m drilling grid. The most significant holes are: • AL-17-11: 6 m of 1.32% Li2O from 23 m, including 3 m of 1.76% Li2O from 24 m • AL-17-12: 5 m of 0.90% Li2O from 27 m, including 1 m of 1.71% Li2O from 30 m • AL-17-19: 8.27 m of 0.88% Li2O from 10.7 m, including 4.27 m of 1.27% Li2O from 10.7 m • AL-17-23: 8 m of 0.86% Li2O from 16 m, including 3 m of 1.53% Li2O from 21 m Fifty-meter step-back holes AL-17-10 (Figure 7-6), AL-17-20, AL-17-21, AL-17-24, and AL-17-25, as well as scout hole AL-17-31, intercepted narrow and low-grade to barren pegmatite. While the grades were lower than anticipated, Sayona Québec believes the system has good potential to host further mineralization. Zones within the pegmatite occur as coarse-grained, narrow, high-grade mineralization, suggesting potential for a large feeder system at depth. Further drilling will be required to test the down- dip extensions of the pegmatite, which has only been drilled to shallow levels. Figure 7-6 – Hole AL-17-10 in the Northern Pegmatite which intersected 7 m of 1.36% Li2O from a downhole depth of 15 m (vertical depth of 12 m), including 2 m of 2.24% Li2O from 17 m Authier Lithium Technical Report Summary – Quebec, Canada 96 7.4 SAYONA QUÉBEC DRILLING 2018 Sayona Québec completed a Phase 3 diamond drilling program at the Authier Property, including 33 holes for 3,282.6 m (Figure 7-7) and having the following objectives: • Converting the Inferred Mineral Resources to Measured and Indicated and upgrading Ore Reserves for the DFS. • Exploring for extensions to the existing mineral resources and other potential mineralization within the tenement package. • Collecting geotechnical data for incorporation into the DFS and 5,000 kg of core for pilot metallurgical testing. • Condemnation (sterilization) drilling in areas planned for infrastructure. Figure 7-7 – Drill hole collar location plan view, highlighting (light blue) the Metallurgical Pilot Plan drill holes completed during Phase 3 drilling at Authier Project A total of 19 diamond core holes (NQ diameter), for 2,170 m, were completed as part of the Phase 3 drilling program. A number of diamond drill holes intercepted high-grade spodumene mineralization with the best intercepts including: Authier Lithium Technical Report Summary – Quebec, Canada 97 • AL-18-09: 25 m of 1.48% Li2O from 79 m, including 6 m of 1.77% Li2O from 80 m and 6 m of 1.78% Li2O from 94 m • AL-18-10: 6 m of 1.26% Li2O from 97.4 m, including 4 m of 1.52% Li2O from 98.4 m • AL-18-16: 37 m of 1.03% Li2O from 255 m, including 11 m of 1.24% Li2O from 266 m and 3 m of 1.67% Li2O from 281 m • AL-18-17: 33 m of 1.18% Li2O from 160 m, including 10 m of 1.25% Li2O from 166 m and 3 m of 1.75% Li2O from 190 m Drilling successfully demonstrated depth extensions of mineralization at the main Authier pegmatite. Infill drilling successfully targeted areas of low drilling density with the objective of upgrading the resource categories. A number of holes tested the eastern extensions of the main Authier pegmatite at shallow levels were stopped due to the presence of a fault zone but warrant further testing in a future drilling program. A potential third deep pegmatite dyke was intercepted at a depth of 300 m and returned low-grade mineralization due to the replacement of spodumene by phengite. Further drilling will be required to test the potential of this system, especially at shallower levels. Drilling successfully extended the mineralization at the Authier North pegmatite from 300 m to 500 m in strike length and at depth. The system remains open in all directions. Mineralization remains open in all directions. 7.4.1 Results in Main Authier Pegmatite The following summarizes the key outcomes of the resource expansion and exploration drilling program within Phase 3 drilling: • AL-18-01 and AL-18-02 were stopped before hitting the target due to a fault zone. • AL-18-09, 18-04, 18-05, 18-06 and 18-07 tested the eastern extension of the main Authier pegmatite at shallow levels, intercepting narrow zones of weak lithium mineralization. • AL-18-08 and AL-18-09 filled the gaps within the East zone of the main Authier pegmatite resource from 40 m to 70 m vertical depth. AL-18-09 yielded 25 m of 1.48% Li2O from 79 m, including 6 m of 1.77% Li2O from 80 m and 6 m of 1.78% Li2O from 94 m. • AL-18-10 intercepted a narrow lithium-mineralized zone that filled the gap of the main Authier pegmatite resource in the central part, including 6 m of 1.26% Li2O from 97.4 m, including 4 m of 1.52% Li2O from 98.4 m. • AL-18-12 drilled within a NNE fault zone intercepted narrow and weak lithium anomalies in the west zone. Authier Lithium Technical Report Summary – Quebec, Canada 98 • AL-18-16 at the deep west zone of the main Authier pegmatite intercepted a wide deep extension of the pegmatite at a vertical depth of 235 m to 270 m, 75 m step back of hole AL-16-15 (20 m of 1.32% Li2O from 242 m). A potential third pegmatite dyke was intercepted at a vertical depth of 300 m with 25 m downhole width, which returned no significant spodumene mineralization due the replacement of spodumene by phengite. Additionally, AL-18-16 intercepted the Authier North pegmatite with lithium mineralization at shallow levels. • AL-18-17, an infill hole at the East zone of the main Authier pegmatite, intercepted a wide mineralized pegmatite zone of 33 m of 1.18% Li2O from 160 m, including 10 m of 1.25% Li2O from 166 m and 3 m of 1.75% Li2O from 190 m (Figure 7-7). Sayona Québec believes that the main Authier pegmatite is still open in all directions. The geometry of the mineralized pegmatite at shallow levels in both east and west extensions seem affected by post- mineral faulting, and further drilling should be conducted at mid-to-deep levels to test along strike extension of the main pegmatite. The deep extensions of the main pegmatite demonstrated excellent grades and widths. 7.4.2 Results in Northern Authier Pegmatite Holes AL-18-13, AL-18-14 and AL-18-16 extended the mineralization from 250 m to 500 m in strike extension; AL-18-13, AL-18-18 and AL-18-19 were infill holes. The Authier North pegmatite is narrow, gently dipping to the north, and is still open along strike. The resource expansion and exploration drill hole results as part of Phase 3 diamond drilling (Table 7-3) are detailed as follows: Table 7-3 – Sayona Phase 3 Metallurgical Pilot Plan drill hole collar location and intercept information (downhole intersections in meters). Drill hole East North RL (m) Azimuth Dip Depth (m) From (m) To (m) Thickness (m) Grade (%Li2O) AL-17-32 707,520 5,360,175 329 180 -45 98 13 78 65 1.29 including 27 48 21 1.54 AL-17-33 707,520 5,360,240 331 180 -45 120 53 99 46 1.28 including 54 66 12 1.50 AL-17-34 707,550 5,360,240 331 177 -45 96 56 91 35 1.09 AL-17-35 707,425 5,360,225 330 177 -45 74 5 42 37 0.98 including 27 42 15 1.10 AL-17-36 707,150 5,360,350 330 180 -52 112 67 81 14 1.47 83 95 12 1.57 104 112 8 1.49 AL-17-37 707,218 5,360,418 330 180 -65 186 139 146 7 1.15


 
Authier Lithium Technical Report Summary – Quebec, Canada 99 Drill hole East North RL (m) Azimuth Dip Depth (m) From (m) To (m) Thickness (m) Grade (%Li2O) 151 167 16 0.54 AL-17-38 707,375 5,360,300 330 180 -45 85 34 52 18 0.96 54 60 6 1.32 63 65 2 1.30 Note: Downhole widths are not true widths 7.4.3 Condemnation/ Sterilization Drill Holes In 2018, seven (7) diamond drill holes, NQ diameter, for 342.65 m, were completed in the zone north of the Authier deposit to test and discard potential mineralized pegmatite within the planned infrastructure zone. The areas tested were selected based on geological mapping and sampling, close to outcropping pegmatite, which returned low-grade lithium anomalies after surface rock chip sampling or nearby historical drilling (Figure 7-8). All of the holes intercepted narrow zones of low-grade to barren pegmatite dykes at different depths. Sampling was undertaken to confirm the low-grade to barren character of the pegmatites dykes and results were not yet available. The condemnation (sterilization) drill hole results for Phase 3 diamond drilling are presented in Table 7-4. Table 7-4 – Sayona Phase 3 Metallurgical Pilot Plan drill hole collar location and intercept information (downhole intersections in meters). Drill hole East North RL (m) Azimuth Dip Depth (m) From (m) To (m) Thickness (m) Grade (%Li2O) AL-18-20 707,348 5,360,950 340 180 -50 48 NS AL-18-21 707,037 5,360,304 341 180 -50 42 NS AL-18-22 706,039 5,360,905 341 180 -50 51 NS AL-18-23 706,115 5,360,890 340 180 -50 51 NS AL-18-24 706,107 5,361,328 342 180 -50 49 NS AL-18-25 706,446 5,361,165 341 180 -50 51 NS AL-18-26 706,450 5,360,970 340 180 -50 51 NS Note: Downhole widths are not true widths NS: Not significant results Authier Lithium Technical Report Summary – Quebec, Canada 100 Figure 7-8 – Drill hole collar location plan view, highlighting (red) Condemnation (sterilization) drill holes completed during Phase 3 drilling at the Authier Property. Authier Lithium Technical Report Summary – Quebec, Canada 101 8 SAMPLE PREPARATION, ANALYSES AND SECURITY This chapter describes the sample preparation, analysis and security procedures employed by Sayona Québec for diamond drill core collected during the 2016-2018 programs. Information contained in this chapter was previously published by Piedmont Lithium Inc in a Technical Report Summary with an effective date of 31st of December 2023. 8.1 CORE HANDLING, SAMPLING AND SECURITY Exploration drilling was undertaken by Sayona Québec. All drill core handling was done on-site with logging and sampling processes conducted by employees and contractors of Sayona Québec. Main rock units, i.e., pegmatite and host rock, are representative with core recovery around 99%. Sampling intervals were determined by the geologist, marked and tagged based on observations of the lithology and mineralization. The typical sample length is 1.0 m, starting 2 m to 3 m above and below the contact of the pegmatite with the barren host rock. In general, at least two host rock samples were collected each side from the contact with the pegmatite. High- to low-grade lithium-bearing mineralization, i.e., spodumene, is visible during geological logging and sampling. The drill core samples were split into two halves with one half-placed in a new plastic bag along with the sample tag; the other half was placed in the core box with the second sample tag for reference. The third sample tag was archived on-site. The samples were then catalogued and placed in rice bags or sealed pails for shipping. The sample shipment forms were prepared on-site with one copy inserted into one of the shipment bags and one copy kept for reference. Full core was sent to the laboratory for PQ and NQ diameter samples taken for the metallurgical drilling program. Samples were transported on a regular basis by a courier truck contracted by Sayona Québec, directly to the SGS facilities in Lakefield, Ontario. Analytical Laboratory Procedures. All drill core handling was done on-site with logging and sampling processes conducted by employees and contractors of Sayona. Drill core of HQ size was placed in wooden core boxes and collected twice a day at the drill site and then transported to the core logging facilities. The drill core was first aligned and measured by a technician or the geologist for core recovery. After a summary review of the core, it was oriented and geologically and geotechnically logged, including rock type, spodumene abundance, mica abundance, rock quality Authier Lithium Technical Report Summary – Quebec, Canada 102 designation (RQD), orientation data (alpha and beta angles) for structures (faults, fractures, etc.). Point load tests (one each, 10 m average) have also been undertaken. The logging of the geological features was predominately qualitative. Parameters such as spodumene abundance are visual estimates by the logging geologist. The observations of lithology, structure, mineralization, sample number and location were noted by the geologists and geotechnicians in hard copy and an excel spreadsheet and then recorded in a Microsoft® Access digital database. Copies of the database are stored on an external hard drive for security. Sampling intervals were defined by a geologist. Before sampling, the core was photographed using a digital camera after meter marks and sample intervals have been clearly marked on the core. The core was photographed dry and wet. The core boxes were identified with the box number, hole ID, from and to using aluminum tags. The entire target mineralization type core, i.e., spodumene pegmatite, and surrounding barren host rock has been logged, sampled, and assayed. The footwall and hanging wall barren host rock has been summary logged. Main rock units, i.e., pegmatite and host rock, are competent with average core recovery of around 99%. High competence of the core tends to preclude any potential issue of sampling bias and sampling is considered representative. Sampling intervals were determined by the geologist, marked, and tagged based on observations of the lithology and mineralization. The typical sample length is 1.0 m, starting 2 m to 3 m above and below the contact of the pegmatite with the barren host rock. In general, at least two host rock samples were collected from each side from the contact with the pegmatite. High- to low-grade lithium-bearing mineralization, i.e., spodumene, is visible during geological logging and sampling. The drill core samples were split into two halves with one half-placed in a new plastic bag along with the sample tag; the other half was placed in the core box with the second sample tag for reference. The third sample tag was archived on-site. The samples were then catalogued and placed in rice bags or sealed pails for shipping. The sample shipment forms were prepared on-site with one copy inserted into one of the shipment bags and one copy kept for reference. Full core was sent to the laboratory for PQ and NQ diameter samples taken for the metallurgical drilling program. 8.2 ANALYTICAL LABORATORY PROCEDURES 8.2.1 Laboratory accreditation and certification ALS laboratories hold Standards Council of Canada ISO/IEC 17025 accreditation. They operate independently of Sayona Québec and have no interests in the Property.


 
Authier Lithium Technical Report Summary – Quebec, Canada 103 8.2.2 Laboratory preparation and assays ALS employed the following procedures: • Samples are sorted, bar-coded, and entered into the laboratory tracking system. • Each sample is dried, weighed, and then crushed to 70% passing through a 2 mm sieve. A 250 g split is taken using a riffle splitter and pulverised to 85% passing through a 75 μm sieve. • GE ICP90A 29 element analysis was used in 2016 and 2017 – sodium peroxide fusion that involved the complete dissolution of the sample in molten flux for ICP-AES analysis with detection limits for lithium of 10 ppm (lower) and 10,000 ppm (upper). In 2018 GE ICP91A was utilized for 28 elements – sodium peroxide fusion ICP-OES with HCl finish with the lower detection limit for lithium of 0.001% • Results are provided in Excel spreadsheets, and the official certificate is issued as a sealed and signed PDF. • Pulverised pulp is placed in kraft sample bags, and un-pulverised portions are returned to the original sample bags. • Remaining crushed samples (rejects) and pulverised pulps are sent to Sayona for storage. 8.3 QA/QC (ANALYTICAL) PROCEDURES During the 2016, 2017 and 2018 programs Sayona Québec inserted one high-Li standard, one low-Li standard and one uncertified blank sample in each batch of 20 samples. No field duplicate (quarter-core split) was employed. Geologists managed the QA/QC program and database compilation. Upon receiving analytical results, they reviewed the results for blanks and standards to ensure they met expected values. If the QA/QC criteria were met, the data were entered into the Project database; otherwise, the batch (or part of it) was retested. 8.3.3 Certified reference materials (standards) Two different standards were used by Sayona Québec for the internal QA/QC program: one Low-Li and one High-Li standard. The samples were the same standards used by Glen Eagle for the 2010-2012 drilling programs. Both standards were custom-made references produced from mineralized material from the main pegmatite intrusion at the Authier Property. Both Low-Li and High-Li standards were analyzed 15 times each at the SGS Minerals laboratory in Toronto, Ontario, and 15 times each at the ALS laboratory in North Vancouver, British-Colombia. Authier Lithium Technical Report Summary – Quebec, Canada 104 The analytical protocol used at SGS Minerals was the mineral grade sodium peroxide fusion with ICP-OES finish. The analytical protocol used at ALS was the ore grade lithium four-acid digestion with ICP-AES finish. For the Low-Li standard, the analytical results returned from SGS Minerals for the 15 samples averaged 0.63% Li2O versus an average of 0.61% Li2O for the 15 samples submitted to ALS. For the High-Li standard, the average of the 15 samples analyzed at SGS Minerals returned 2.91% Li2O versus an average of 2.88% Li2O for the 15 samples processed at ALS. Each laboratory shows relatively consistent analytical results from one sample to another for each standard analyzed. The averages for each standard also show a good correlation between SGS Minerals and ALS. The results from the analysis of the 30 samples for each Low- Li and High-Li are used to determine the expected values, based upon a mean value from the 30 samples, and the QA/QC warning/failure thresholds, i.e., ±2 standard deviations and ±3 standard deviations, respectively which shown in Table 8-1. Rock Solid Data Consultancy Pty. (RSDC) reported on the QA/QC performance to Sayona Québec and all QA/QC data was stored by RSDC in a custom-relational SQL database. All 2016 program results for both the High-Li and Low-Li reported above the expected values and fell within ±10% from expected value. The results show a consistent bias with a mean of +4.91% for High-Li and +4.56% for Low-Li. The bias might be attributed to the difference between the SGS method by which the standard samples were analyzed (SGS GE_ICP90A) and the methods used for deriving the expected value for the standards (SGS ICP90Q and ALS Li-OG63). In Figure 8-1 and Figure 8-2, orange lines represent the ±3σ from the expected value and the red lines represent ±10% of the expected value. The results for the 29 High-Li and 25 Low-Li samples are summarized in Table 8-1. Table 8-1 – Results from custom Low-Li and High-Li standards – Sayona Québec 2016 Li Standard(s) No. of Samples Calculated Values Standard Method Exp Method Exp Value Exp SD Mean Li SD CV Mean Bias High_Li FS_ICPES FS_ICPES 1.346 0.025 29 1.412 0.032 0.022 4.91% Low_Li FS_ICPES 4A_ICPES 0.289 0.014 25 0.301 0.005 0.018 4.56% Authier Lithium Technical Report Summary – Quebec, Canada 105 Figure 8-1 – RM (STD High) results Sayona Québec 2016 Figure 8-2 – RM (STD Low) results Sayona Québec 2016 In the 2017 program the two Sayona Québec standards, High-Li, and Low-Li, and SGS laboratory standards, NBS183, NIST97B and SY-4, exhibited a bias shift in the results reported during April 2017 compared to Authier Lithium Technical Report Summary – Quebec, Canada 106 the results reported in March 2017. All results for laboratory standard NBS183, reported during April 2017, fell below 3σ from the expected value, which is in contrast to the results for March 2017 and for the 2016 drilling campaign, where all results reported within ±3σ from the expected value. The apparent bias is considered due to laboratory calibration error. In the charts that follow, the orange lines represent the ±3σ from the expected value and the red lines represent ±10% from expected value. The results for the 17 High-Li and 19 Low-Li samples are summarized in Table 8-2. Table 8-2 – Results from custom Low-Li and High-Li standards – Sayona Québec 2017 Li Standard(s) No. of Samples Calculated Values Standard Method Exp Method Exp Value Exp SD Mean Li SD CV Mean Bias High_Li FS_ICPES UN_UN 1.346 0.025 17 1.360 0.051 0.038 1.05% Low_Li FS_ICPES UN_UN 0.288 0.014 19 0.289 0.010 0.035 0.29% Figure 8-3 – RM (STD High) results


 
Authier Lithium Technical Report Summary – Quebec, Canada 107 Figure 8-4 – RM (STD Low) results Authier Lithium Technical Report Summary – Quebec, Canada 108 Figure 8-5 – Authier High-Li and SGS NBS183 performance 2016-2017 In 2018 samples were submitted to SGS Lakefield and analyzed for lithium and 27 additional elements by sodium peroxide fusion ICP-OES with HCl finish with lower detection limit for lithium of 0.001% (GE_ICP91A; not GE_ICP90A as in 2016 and 2017). The lithium results for the company standards are summarized in Table 8-3, Figure 8-6 and Figure 8-7. A total of 13 standards were analyzed. All results for High-Li were within ±3σ from the expected value and all results for Low-Li were within ±2σ from the expected value. Table 8-3 – Sayona Québec standard reference material summary Li Standard(s) No. of Samples Calculated Values Standard Method Exp Method Exp Value Exp SD Mean Li SD CV Mean Bias High_Li GE_ICP91A - 1.346 0.025 6 1.366 0.023 0.002 1.50% Low_Li GE_ICP91A - 0.288 0.014 7 0.294 0.008 0.003 2.25% Authier Lithium Technical Report Summary – Quebec, Canada 109 Figure 8-6 – Authier High-Li performance Figure 8-7 – Authier Low-Li performance Authier Lithium Technical Report Summary – Quebec, Canada 110 8.3.4 Blank Samples The uncertified blank was purchased at Walmart under the name "Special Kitty” Natural Clay Cat Litter Walmart and was stored in airtight plastic tubs to prevent contamination. Each sample consisted of approximately 200 g of material scooped with a dedicated mug into the plastic sample bags. The expected value and standard deviation for the blank were set to 0.001% lithium, which is the detection limit for the analysis method. The control limits were set as ±3σ from the expected value. The 2016 blank material performed well with all samples <0.003% and no outliers reported. The results for the 57 blank samples are summarized in the Table 8-4 and Figure 8-8. Table 8-4 – Blank Summary – Sayona Québec 2016 Li Standard(s) No. of Samples Calculated Values Standard Method Exp Method Exp Value Exp SD Mean Li SD CV Mean Bias Blk_SpKi Litter FS_ICPES FS_ICPES 0.001 0.001 57 0.000 0.001 0.000 n/a Figure 8-8 – Blank Performance – Sayona Québec 2016 The 2017 blank material performed well with all samples <0.003% and no outliers reported. The results for the 44 blank samples are summarized in Table 8-5 and Figure 8-9.


 
Authier Lithium Technical Report Summary – Quebec, Canada 111 Table 8-5 – Blank summary – Sayona Québec 2017 Li Standard(s) No. of Samples Calculated Values Standard Method Exp Method Exp Value Exp SD Mean Li SD CV Mean Bias Blank FS_ICPES FS_ICPES 0.000 0.001 44 -0.001 0.001 0.000 0.00% Figure 8-9 – Blank performance – Sayona Québec 2017 In the 2018 blank program a total of 20 blank samples were analyzed. Results for the blanks are summarized in Table 8-6 and Figure 8-10. Table 8-6 – Sayona Québec blank summary Li Standard(s) No. of Samples Calculated Values Standard Method Exp Method Exp Value Exp SD Mean Li SD CV Mean Bias Blank GE_ICP91A - - - 20 0.004 0.001 0.161 - Authier Lithium Technical Report Summary – Quebec, Canada 112 Figure 8-10 – Sayona Québec blank performance 8.4 QUALIFIED PERSON COMMENTARY Previously reported sample procedures followed were based upon industry’s best practice. Previously reported QA/QC studies showed that 94% of the samples had acceptable results and consistent biases in the certified reference materials were explained by the different methodologies applied. It was previously reported that field duplicates were not utilized and it is recommended that this industry best practice be implemented. In the Qualified Person’s opinion, the methods used for sample preparation and analysis provide sufficiently reliable results for application in the Project database and use in the estimation of mineral resources. Chain of custody systems appear adequate to ensure sample security and transfer. Authier Lithium Technical Report Summary – Quebec, Canada 113 9 DATA VERIFICATION This chapter describes the data verification process for the Authier Mineral Resource Estimate. Information contained in this chapter was previously published by Piedmont Lithium Inc in a Technical Report Summary with an effective date of 31st of December 2023. 9.1 PROJECT DATABASE The Project database used in the MRE contains information for 225 drill holes completed between 1955 and 2018: − 81 historical diamond drill holes − 69 drill holes drilled by Glen Eagle between 2010 and 2012 − 75 drill holes drilled by Sayona Québec between 2016 and 2018 The database contains the survey collar location, lithology, and analytical results. The database cut-off date is August 31, 2021. The author is of the opinion that the final drill hole database is adequate to support the MRE. From this database, 199 drill holes were used for the previously reported solid modelling and MRE. There is a total of 5,049 assay intervals in the database used for the previously reported MRE having 2,456 assay intervals contained inside the previously reported modelled mineralized solids. 9.1.1 Drillhole Locations Previous reporting had stated that collar survey information was verified for 5% of drill holes contained in the Project database including field verification using a handheld GPS and comparison with the Lidar topographic surface. 9.1.2 Downhole Surveys Downhole survey information was verified in previous reports. Authier Lithium Technical Report Summary – Quebec, Canada 114 9.1.3 Assay Certificates Assay certificates were verified in previous reports and represented 20% of the overall laboratory certificates of the Property. 9.2 TWINNED HISTORICAL DRILL HOLES 9.2.4 Sayona Québec 2017 Twin Drilling As part of the Stage 3 drilling program in December 2017, Sayona Québec drilled seven (7) diamond core holes for 769.5 m, PQ diameter, to collect 5.5 tonnes of pegmatite material for the pilot plant program. All PQ drill holes were from the same drill pad as the historical drill holes and full core was sampled meter by meter. The diamond drill core was assayed and stage-crushed to the appropriate particle size to feed the pilot plant. Samples were processed and assayed at SGS Lakefield for lithium using sodium peroxide fusion, followed by ICP-OES analysis (XXXX) and whole rock analysis (major elements) using X-ray fluorescence (XRF76V) with majors by lithium metaborate fusion. No internal or laboratory QA/QC was applied for the metallurgical sampling as the aim of the analysis was to estimate composition of the two composite pilot plant feed samples, which represented Years 0 to 5 and Years 5+ of the operation. The results of the previously reported comparison study of historical and previous drilling with PQ drill holes is provided in Table 9-1. The report considered the grade and geometry variability showed a fair to good correlation for geology, historical drill hole thicknesses and Li2O% grades. Table 9-1 – Comparative results for metallurgical pilot plant drill holes vs. original drill holes - Authier Property Drill hole From (m) To (m) Thickness (m) Grade (% Li2O) Relative Difference (%) AL-17-32 Metallurgical 13 78 65 1.29 4.55 AL-16-01 Original 12 74 62 1.35 AL-17-33 Metallurgical 53 99 46 1.28 8.14 AL-16-02 Original 50 99 49 1.18 AL-17-34 Metallurgical 56 91 35 1.09 15.05 AL-14 Original 49.38 99.36 49.98 1.27 AL-17-35 Metallurgical 4.7 42 37.3 0.98 NC (1) AL-12-09 Original 6 33 27 0.85 AL-17-36 Metallurgical 67 81 14 1.47 NC (2)


 
Authier Lithium Technical Report Summary – Quebec, Canada 115 83 95 12 1.57 104 112 8 1.49 AL-10-01 Original 72 112.5 40.5 1.38 AL-17-37 Metallurgical 139 146 7 1.15 NC (3) 151 167 16 0.54 AL-16-11 Original 135 175 40 1.39 AL-17-38 Metallurgical 34 52 18 0.96 NC (4) 54 60 6 1.32 63 65 2 1.30 R-93-06 Original 36.58 70.10 33.52 1.12 Table 9-1 shows a good correlation between AL-17-32 vs. AL-16-01 and AL-17-33 vs. AL-16-02, which were collared less than 5 m from original and drilled at the same azimuth and dip. The correlation is fair for AL- 17-34 vs. AL-14. Note that NC means no comparison done due to technical or operational differences: • NC (1): No comparison was made between AL-17-35 and AL-12-09 because both holes were drilled at different azimuths and dips. • NC (2): No comparison was made between AL-17-36 and AL-10-01 because 2 m portions of pegmatite cores from AL-17-36 were used during the pilot plant setup and assays were not reported for such intervals. • NC (3): No comparisons were made between AL-17-37 and AL-16-11 because 2 m portions of pegmatite cores from AL-17-37 were used during pilot plant setup and assays were not reported for such intervals. • NC (4): No comparison was made between AL-17-38 and R-93-06 because 2 m portions of pegmatite cores from AL-17-38 were used during pilot plant setup and assays were not reported for such intervals. 9.3 QUALIFIED PERSON’S OPINION It is the QP’s opinion that the drilling, sampling and assaying protocols employed by Sayona are adequate. The drillhole database provided by Sayona is of good overall quality and suitable for use in the estimation of mineral resources. Authier Lithium Technical Report Summary – Quebec, Canada 116 10 MINERAL PROCESSING AND METALLURGICAL TESTING A memorandum of understanding (MOU) was developed between the Authier operation and NAL operation, in which NAL agrees to buy 100% of the Authier ore material at a selling price of 120 CAD/t, delivered to the NAL ore pad area. The Project ore will be sent to the NAL spodumene concentrator to be blended with the NAL run-of-mine (ROM) ore. The Project ROM ore will be stockpiled and loaded into highway trucks that will transport the ore to the NAL site during weekdays. At the NAL site, the ore will be combined with the NAL ore and fed to the crusher. Due to the MoU, the Authier Project does not require its own processing facilities. Processing information for the NAL processing facilities is covered in Chapter 10 of the S-K 1300 compliant report for the North American Lithium titled “S-K 1300 Technical Report Summary for Mineral Resource and Mineral Reserves at North American Lithium” with an effective date of June 30 2024. Previous metallurgical test work, which was based on Authier utilizing its own processing facilities ( currently not planned), can be found in the Technical Report Summary previously published and filed by Piedmont Lithium Inc with an effective date of 31st of December 2023. Authier Lithium Technical Report Summary – Quebec, Canada 117 11 MINERAL RESOURCE ESTIMATES This chapter describes the process and results of the Authier Property mineral resource estimate (MRE). Information contained in this chapter was previously published by Piedmont Lithium Inc in a Technical Report Summary with an effective date of 31st of December 2023. 11.1 METHODOLOGY The MRE was based on the review of: − diamond drill hole database − three-dimensional (3D) mineralized solids − 2018 LiDAR topographic surface − 3D block model derived from geologically-controlled interpolated Li2O% grades via Inverse Distance Squared (ID2) − 2021 pit optimization produced by SGS Geological Services with Whittle software − the classification of the mineral resource estimate 11.2 PROJECT DATABASE The Project database used in the MRE review includes data for 192 surface drill holes totaling 31,123.82 meters completed between 1993 and 2018. Historical drill holes remain present in the database and on the basis of previous reporting regarding twin drilling and sampling the historical data was previously reported as acceptable and not excluded. The Project database contains information for collar survey data, deviation survey data, assay sample intervals, analytical data, along with lithological, alteration, mineralization, and structural descriptions. Table 11-1 shows the database available data statistics. Table 11-1 – Database statistics Database Description Record Number Holes 192 Surveys 1,289 Assays 5,049 Intervals 203 Lithologies 2,738 Alterations 589 Mineralization 592 Authier Lithium Technical Report Summary – Quebec, Canada 118 Previous work completed a validation process for any inconsistencies of length, grade, lithological records, and aberrant deviation records. The Database was then imported in the SGS proprietary geological modelling and resource estimation software called Genesis© for statistical analysis, QA/QC verification, block modelling and resource estimation and classification. There is a total of 5,049 assay intervals in the database that were used for the MRE. These data comprise pegmatite and adjacent hangingwall and footwall host rock samples representing a total of 6,608.31 meters of drilling. Table 11-2 shows the range of Li2O values from the analytical data. Table 11-2 – Range of analytical data for Mineralized domains Assays in 2020 Authier Mineralized domains Li2O (%) Min Value - Max Value 2.77 Average 1.01 Length Weighted Average 1.00 Sum of Length 3,234 Variance 0.24 Standard Deviation 0.49 % Variation 0.48 Median 1.00 First Quartile 0.66 Third Quartile 1.37 Count* 2,405 Count Missing (-1) 1 Assays received as Li values had been transformed into Li2O values using the conversion factor of 2.153 as per the Ministry of Petroleum and Mines of British Columbia: https://www2.gov.bc.ca/gov/content/industry/mineral-exploration-mining/british-columbia-geological- survey/mineralinventory/documentation/minfile-coding- manual?keyword=element&keyword=conversion#appendices The drill holes drilled on the Project are generally oriented south (163° to 194°), perpendicular to the general orientation of the pegmatite intrusions, and have a weak to moderate deviation towards the west (Figure 11-4). Drill hole spacing is typically 25 m with larger spacing of 50 m spacing between sections 706750 mE and 707975 mE. Drill hole dips range from 43° to 75° with an average of 50° and so drill hole intercepts range from approximately 70% of the true width of mineralization to approximating true width.


 
Authier Lithium Technical Report Summary – Quebec, Canada 119 11.3 GEOLOGICAL DOMAINING Mineralized pegmatite intervals were previously determined as comprising a minimum grade of 0.4% Li2O over a minimum drill hole interval length of 2 m, notwithstanding that lower-grade pegmatite intervals (internal waste – 100) had been included for reasons of “geological continuity”. Mineralization within footwall or hanging wall material was excluded. Mineralized solids comprised the following (Figure 11-1): Authier Main 1 – 110 Authier Main 2 – 201 and Authier North – 301 Barren pegmatite (999) occurs sporadically in association with mineralized pegmatite at hangingwall and footwall contacts. In 2018 Sayona subcontracted a high precision LiDAR topographic surface. All drill hole collars were draped to the surface in previously reported work. Figure 11-1 – Isometric view of the final mineralized solids Authier Lithium Technical Report Summary – Quebec, Canada 120 11.4 EXPLORATORY DATA ANALYSIS Basic univariate statistical analysis was previously reported for mineralized pegmatites. Following the statistical analysis, it was determined that high grades would not be capped. Lithium assays from the Project database were previously reported as composited into 1.5 metre lengths. The 0.5 m length was selected based on the average assay length. Historical drilling focused on 1.5 m samples (5 feet) and drilling in 2016-2018 utilized 1 m samples. Approximately 45% of assays are between 1 m and 1.5 m and a further 24% of the assay data had an average interval of 1.5 m. A maximum of 1.5 m and a minimum of 0.25 m were applied to creating composites. A total of 3,321 composites were generated for the Project. Table 11-3 shows the statistics of the composited used for the interpolation of the resource block model. Figure 11-2 and Figure 11-3 show the related histograms for Li2O. Figure 11-4 and Figure 11-5 display the spatial distribution of the composites in plan and longitudinal view, respectively. Table 11-3 – Statistics for 1.5 m composites Descriptive Statistics Li2O(%) Min Value - Max Value 2.61 Average 0.70 Length Weighted Average 0.70 dateSum of Length 4,936 Variance 0.32 Standard Deviation 0.57 % Variation 0.81 Median 0.71 First Quartile 0.08 Third Quartile 1.16 Count 3,321 Count Missing - Authier Lithium Technical Report Summary – Quebec, Canada 121 * Histogram does not show the very low-grade composites associated with internal waste (999) and barren pegmatite (100). Figure 11-2 – Composite Histogram Authier Lithium Technical Report Summary – Quebec, Canada 122 Figure 11-3 – Histograms of mineralized original samples compared to the 1.5 m composites Figure 11-4 – Plan view showing the spatial distribution of composites Figure 11-5 – Section view showing the spatial distribution of composites (looking north)


 
Authier Lithium Technical Report Summary – Quebec, Canada 123 11.5 BULK DENSITY ESTIMATION Previous work at the Project indicated that 38 bulk density measurements from were collected by SGS from representative mineralized pegmatite taken from the AL 10-01 and AL-10-11 from the 2010 Glen Eagle drilling campaign. The measurements were performed using the water displacement method, i.e., weight in air divided by volume of water displaced, on representative half-core pieces weighing between 0.67 kg and 1.33 kg, with an average of 1.15 kg, and gave an average SG value of 2.71 t/m3 (Table 11-4). Table 11-4 – Specific gravity measurements statistical parameters (2010 Program) Unit Mineralized Material Count # 38 Mean t/m3 2.71 Std Dev t/m3 0.01 Minimum t/m3 2.64 Median t/m3 2.71 Maximum t/m3 2.81 In 2017 it was previously reported that Sayona collected a further 29 samples from mineralized and un- mineralized material which were sent to ALS in Val-d’Or, Québec for bulk density measurements using the same water displacement method. The results of these tests are presented Table 11-5. Table 11-5 – Bulk density statistics (2017 Program) Unit Non-mineralized Material Mineralized Material Count # 14 15 Mean t/m3 2.90 2.70 Std Dev t/m3 0.07 0.05 Minimum t/m3 2.77 2.62 Median t/m3 2.91 2.70 Maximum t/m3 2.99 2.86 11.6 GEOSTATISTICS AND GRADE ESTIMATION 11.6.1 Variography A 3D directional variography study was completed by SGS in 2018 and revised in 2020. The composites show a normal distribution (Figure 11-2) with a relatively low coefficient of variation (standard deviation to the mean) of 52%. A variogram was generated for Authier Main 1 (110) and Authier Main 2 (201). Table 11-6 shows the resulting combined 2020 model variogram for the Main zone. Authier Lithium Technical Report Summary – Quebec, Canada 124 Table 11-6 – Main Zone Variography Name Variable Type Sill Longest Range Median Range Shortest Range Azimuth Dip Spin 2020Main Li2O Nugget 0.3 0 0 0 0 0 0 2020Main Li2O Exponential 0.2 15 15 5 90 0 -55 2020Main Li2O Exponential 0.5 20 20 10 90 0 -55 A nugget effect of 30% and maximum continuity of 60 m (First Exponential component: 45 m, 45 m, 15 m and Second Exponential Component: 60 m, 60 m, 30 m) were found along both the strike and the dip orientations (-55°) and the shortest range is found across mineralization with a range of 15 m* dipping 35° towards the south (Figure 11-6). Figure 11-6 – Variogram of the 1.5 m composites for Li2O% grades Authier Lithium Technical Report Summary – Quebec, Canada 125 11.6.2 Block Model A block model was previously reported as developed to cover the entire deposit with each block having block dimensions of 3 m (NE-SW) by 3 m (NW-SE) by 3 m (vertical). Dimensions were chosen on the basis on average drill hole spacing, thickness of mineralized bodies (average minimum width) and general geometry of mineralization and potential mining methods presented in the previous feasibility study. The 3 m vertical dimension was considered to correspond with the bench height of a potential small open pit mining operation and the 3 m NE-SW dimension to correspond with potential selective mining. Previous work reported that the resource block model contained 473,962 blocks within the mineralized solids (Authier Main1 (110), Authier Main2 (201), Authier North (301)) totaling 7,993,779.19 m3 and two barren solids (Internal waste (999), Barren Pegmatite (100)) totaling 2,539,939.33 m3, for a total combined volume of 10,533,712.52 m3. The Block model was created with block fractions ranging from 0 to 1. Table 11-7 summarizes the parameters of the block model. Table 11-7 –Block model parameters Direction Block Size (m) Block Model Origin (Block Edge) Number of Blocks Coordinates (Block Edges) Min (m) Max (m) NW-SE (y) 3 5,359,998.5 235 5,359,998.5 5,360,703.5 Elevation (z) 3 -51.5 133 -51.5 347.5 11.6.3 Grade Interpolation The grade interpolation methodology utilized for the Authier block model was inverse distance squared (ID2). Based on the variogram study the interpolation process was conducted using three (3) successive passes with more inclusive search conditions from one (1) pass to the next until most blocks were interpolated for each mineralised zone and the barren pegmatite. Variable search ellipse orientations were used to interpolate the blocks. The general dip direction and strike of the mineralized pegmatite were modelled on each section and then interpolated in each block. During the interpolation process, the search ellipse was orientated following the orientation grid. The orientation grid generated the interpolation direction, azimuth-dip (dip direction) and spin (strike direction) for each block, hence better representing the dip and orientation of mineralization. The first pass was interpolated using a search ellipsoid distance of 50 m (long axis) by 50 m (intermediate axis) and 25 m (short axis) with an average orientation of 90° azimuth (local grid), -55° dip and 0° spin which represents the general geometry of the pegmatites in the Deposit. Using search conditions defined by a minimum of five composites, a maximum of 15 composites and a maximum of two composites per Authier Lithium Technical Report Summary – Quebec, Canada 126 hole (minimum of three holes), 40% of the blocks were estimated. For the second pass, the search distance was twice the search distance of the first pass and composite selection criteria were kept the same as for the first pass. A total of 79% of the blocks were interpolated following the second pass. Finally, the search distance of the third pass was increased to 300 m (long axis) by 300 m (intermediate axis) by 150 m (short axis) and again the same composites selection criteria were applied. The purpose of the last interpolation pass was to interpolate the remaining un-estimated blocks mostly located at the edges of the block model, representing 21% of the blocks. Figure 11-7 illustrates the three search ellipsoids used for the different interpolation passes. The following figures show the results of the block model interpolation (Figure 11-8, Figure 11-9, Figure 11-10, Figure 11-11, Figure 11-12 and Figure 11-13). Figure 11-7 – Search ellipsoids and orientation grid used in the interpolation process


 
Authier Lithium Technical Report Summary – Quebec, Canada 127 Figure 11-8 – Isometric and plan views of the interpolated block model (ID2) Authier Lithium Technical Report Summary – Quebec, Canada 128 Figure 11-9 – Section E706800 (looking west) view of the interpolated block model (ID2) Figure 11-10 – Section E707050 (looking west) view of the interpolated block model (ID2) Authier Lithium Technical Report Summary – Quebec, Canada 129 Figure 11-11 – Section E707400 (looking west) view of the interpolated block model (ID2) Figure 11-12 – Section E707500 (looking west) view of the interpolated block model (ID2) Authier Lithium Technical Report Summary – Quebec, Canada 130 Figure 11-13 – Bench (Z202) view of the interpolated block model (ID2) 11.6.4 Block Model Validation Previous work (the NI 43-101 Technical Report titled “NI 43-101 Technical Report Updated Definitive Feasibility Study for the Authier Lithium Project, La Motte, Québec, Canada”, dated April 14, 2023) showed that the selection of parameters and methods used during the resource estimation process underwent peer review at various stages and that visual and statistical validations were completed to ensure that the final resource block model accurately reflected the primary data. Previous work indicated that the volume of blocks for each rock code was also compared with the volumes of corresponding 3D wireframe models and no discrepancies were found during this comparison. Block model grades, composite grades, and assay results were visually compared across sections, plans, and longitudinal views and no significant differences were noted. The grade distribution showed a generally good match (see Figure 11-6) however some excessive smoothing in the block model appears evident in Swath plot (Z) of blocks vs. composites vs. volume (Figure 11-19). In order to validate the interpolation process, previous work compared the block model statistically, to the assays and composites. The distribution of the assays, composites and blocks were considered normal and showed a similar average value with decreasing levels of variance (Figure 11-15 to Figure 11-20). The assays and composites have respective averages of 0.79% Li2O and 0.69% Li2O with variances of 0.34 and 0.32. The resulting interpolated blocks have an average value of 0.74% Li2O with a variance of 0.20%


 
Authier Lithium Technical Report Summary – Quebec, Canada 131 which may indicate over-estimation (Table 11-8). Furthermore, the block values were compared to the composite values located inside the interpolated blocks. Figure 11-14 – Variogram of the 1.5 m composites for Li2O% grades Authier Lithium Technical Report Summary – Quebec, Canada 132 Figure 11-15 – Histogram of blocks (ID2) vs. composites vs. assays Figure 11-16 – Boxplot of blocks (ID2) vs. composites vs. assays Authier Lithium Technical Report Summary – Quebec, Canada 133 Figure 11-17 – Swath plot (X) of blocks vs. composites vs. volume Figure 11-18 – Swath plot (Y) of blocks vs. composites vs. volume Authier Lithium Technical Report Summary – Quebec, Canada 134 Figure 11-19 – Swath plot (Z) of blocks vs. composites vs. volume Table 11-8 – Statistical comparison of assay, composite, and block data statistics report Statistics Li2O(%) Blocks Composites Assays Min Value 0 0 0 Max Value 2.18 2.61 2.76 Average 0.74 0.69 0.79 Length Weighted Average - 0.70 0.79 Sum of Length 4,936 4,331 Variance 0.20 0.32 0.34 Standard Deviation 0.44 0.57 0.58 % Variation 0.60 0.81 0.74 Median 0.84 0.71 0.80 First Quartile 0.30 0.08 0.22 Third Quartile 1.08 1.16 1.26 Count 473,962 3,321 3,251


 
Authier Lithium Technical Report Summary – Quebec, Canada 135 Figure 11-20 – Comparison of block values versus composites contained within those blocks 11.7 MINERAL RESOURCE CLASSIFICATION This section reports the review of the Mineral Resource Estimate (MRE) for the Authier lithium Project. The previously reported Mineral Resource Estimate utilized the digital database supplied by Sayona (as of August 21, 2021) which included drill hole data completed by Sayona and previous owners since 2009. The 3D wireframe modelling, block model, and MRE were completed by SGS based on information provided by Sayona. The Mineral Resource classification follows the S-K §229.1300 definitions and guidelines includes mineral resources classified as measured, indicated and inferred categories. The classification of mineral resources was based on the following criteria: • Density of analytical information • Grade variability and • Spatial continuity The method used to determine each category was undertaken in two successive stages: automatic classification followed by manual editing. Authier Lithium Technical Report Summary – Quebec, Canada 136 The first automatic classification stage is focused on composites (and drill holes) rather than blocks to significantly limit the “spotty dog” effect. The classification process focuses around each composite respecting a minimum number of nearby composites from a minimum number of holes located within a search ellipsoid of a given size and orientation. Measured: − The search ellipsoid was 50 m (strike) by 50 m (dip) by 25 m with a minimum of seven (7) composites in at least three (3) different drill holes (maximum of 2 composites per hole) An ellipse fill factor of 55% was applied to the measured category i.e., that only 55% of the blocks were tagged as Measured within the search ellipse. Indicated: − The search ellipsoid was 100 m (strike) by 100 m (dip) by 50 m with a minimum of seven (7) composites in at least three (3) different drill holes (maximum of 2 composites per hole) An ellipse fill factor of 55% was applied to the measured category i.e., that only 55% of the blocks were tagged as Indicated within the search ellipse. Inferred: − The Inferred category was allocated to remaining blocks. The subsequent manual classification involved the manual addition of Indicated block clusters into the Measured category. The objective here was to smooth the spotted dog effect most evident in the Measured category; and also to take into account geological continuity and grade. The manual classification also involved transfer of Indicated block clusters into the Inferred category commensurate with lack of density and quality of geological information. Figure 11-21 to Figure 11-26 show the block model automatic classification on different sections and benches and the final manual classification of the blocks on sections, plan views and isometric view with respective categories (categories: Measured – red, Indicated – blue, and Inferred – grey). Authier Lithium Technical Report Summary – Quebec, Canada 137 Figure 11-21 – Classified block model on bench (Z202). Figure 11-22 – Classified block model on section E706800. Authier Lithium Technical Report Summary – Quebec, Canada 138 Figure 11-23 – Classified block model on section E707050. Figure 11-24 – Classified block model on section E707400.


 
Authier Lithium Technical Report Summary – Quebec, Canada 139 Figure 11-25 – Classified block model on section E707500. Figure 11-26 – Block model final classification in plan and isometric views. Authier Lithium Technical Report Summary – Quebec, Canada 140 11.8 RPEE CONSIDERATION AND CUT-OFF GRADE To ensure that mineral resource statements for the Authier Property satisfy the Reasonable Prospects for Eventual Economic Extraction (RPEEE) requirement, several technical and economic factors were considered in previous reporting (NI 43-101 Technical Report titled “NI 43-101 Technical Report Updated Definitive Feasibility Study for the Authier Lithium Project, La Motte, Québec, Canada”, dated April 14, 2023) in the process of derivation of the mineral resource Volume used to constrain the mineralization. A Whittle pit shell produced by SGS Geological Services in 2021 was used to constrain the MRE. A resource- level optimised pit shell and corresponding cut-off grade was used for the open pit mineral resource statement. The Whittle pit shell constraining the MRE contained a bedrock slope angle between 43° and 54°and an overburden slope angle of 30°. The pit-constrained mineral resource estimate is reported at a cut-off grade (COG) of 0.55% Li2O, based on the assumptions and parameters presented in Table 11-9. The COG should be reassessed periodically, considering market conditions and factors such as the price of lithium, exchange rates, mining techniques and associated costs. Note that the selling prices, costs, and technical parameters used were based on the best available information at the time reported study, including adjusted costs from the 2019 UDFS and geotechnical information from Journeaux Assoc.’s (Journeaux) report (2018). Table 11-9 – Parameters used for Resource pit optimization. Parameters Value Unit References Sales Revenues Concentrate Price (6% Li2O: 2.81% Li) 977 USD/tonne Sayona 1221.25* CAD/tonne Sayona Operating Costs Mining Mineralized Material 6.26 CAD/t milled BBA Mining Overburden 5 CAD/t BBA Mining Waste 5.26 CAD/t BBA Process, General and Administration 5.71 CAD/t milled BBA Freight Mine to Refinery 61.09 CAD/Conc. Sayona Metallurgy and Royalties Concentration Recovery 78 % JQCI Royalties on claims 15.23 CAD/t conc. Sayona Authier Lithium Technical Report Summary – Quebec, Canada 141 Geotechnical Parameters Pit Slopes 43° and 54° Degrees BBA Mineralized Material Density 2.71 t/m3 SGS Canada Inc. Waste Material Density 2.94 t/m3 BBA Overburden 1.9 t/m3 BBA Cut-Off Grade 0.55 % Li2O Sayona *Exchange rate: 0.75 11.9 MINERAL RESOURCE STATEMENT The mineral resource estimate as of June 30, 2024, inclusive of reserves is shown in Table 11-10. Table 11-10 – Authier Mineral Resource statement at effective date of June 30, 2024 based on USD $977/t Li₂O at a cut-off of 0.55% Li₂O, inclusive of Mineral Reserves. Authier – Open Pit Mineral Resource Statement Category Tonnes* (t) Grade (% Li2O) Measured 6,042,000 0.98 Indicated 8,098,000 1.03 Measured and Indicated 14,140,000 1.01 Inferred 2,996,000 1.00 Notes: 1. The information presented in this chapter was compiled from information previously reported by Sayona in a NI 43-101 Technical Report titled “NI 43-101 Technical Report Updated Definitive Feasibility Study for the Authier Lithium Project, La Motte, Québec, Canada”, dated April 14, 2023. 2. The effective date of the MRE is June 30, 2024. 3. Mineral Resources are inclusive of Mineral Reserves. 4. These mineral resources are not mineral reserves and do not have demonstrated economic viability. 5. Pegmatite bodies were modelled for the Main Zone (Authier Main 1 and Authier Main 2), and Authier North (Authier Main 3). 6. No assays were capped. Composites 1.5 m long were generated using the grade of the adjacent material. 7. The mineral resources were estimated using Inverse Distance Squared method on composited assays to interpolate a sub-blocked model (parent block size = 3m x 3m x 3 m). 8. The measured category was assigned to blocks estimated with a minimum of seven (7) composites in at least three (3) different drill holes in a search ellipse area of 50 m (strike) x 50 m (dip) x 25 m. The indicated category was assigned to blocks estimated with a minimum of seven (7) composites in at least three (3) different drill holes in a search ellipse area of 100 m (strike) x 100 m (dip) x 50 m. The inferred category was assigned to remaining blocks. Manual re- assignment was made to transfer block clusters from the Indicated to Measured category to account for geological continuity and from Indicated into Inferred where the density and quality of geological information was insufficient. 9. Pegmatite bulk densities (grams per cubic centimeter) were measured on representative mineralized pegmatite at 2.71 g/cm3. 10. The RPEEE requirement is satisfied by using reasonable cut-off grades for an open pit extraction scenario and constraining pit shells. The estimate is reported at a cut-off grade of 0.55% Li2O (based on iterative analysis. The estimate was calculated using a price of 977 USD/t 6% Li2O concentrate, a CAD:USD exchange rate of 0.76, recovery of Authier Lithium Technical Report Summary – Quebec, Canada 142 78%, 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.). 11. The number of tonnes has been rounded to the nearest thousand. Any discrepancy in the totals is due to rounding effects. 12. The authors are not aware of any known environmental, permitting, legal, title-related, taxation, socio-political, marketing, or other relevant issues that could materially affect the mineral resources estimate other than those disclosed in this report. The total open pit constrained Mineral Resource Statement is provided in Table 11-11. Table 11-11 – Authier Mineral Resource statement of Resources at effective date of June 30, 2024 based on USD $977/t Li₂O, exclusive of Mineral Reserves. Authier – Total Open Pit Mineral Resource Statement Category Tonnes (Mt) Grade (% Li2O) Cut-Off Grade (% Li2O) Met Recovery (%) Measured 0.23 0.8 0.55 78 Indicated 3.18 0.98 0.55 78 Measured and Indicated 3.40 0.96 0.55 78 Inferred 6.35 0.98 0.55 78 Notes: 1. The information presented in this table was compiled from information previously reported by Sayona in a NI 43-101 Technical Report titled “NI 43-101 Technical Report Updated Definitive Feasibility Study for the Authier Lithium Project, La Motte, Québec, Canada”, dated April 14, 2023. 2. Mineral Resources are 100% attributable to the property. Sayona has 100% interest in Authier. 3. Mineral Resources are exclusive of Mineral Reserves. 4. Mineral Resources do not have demonstrated economic viability. The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues. 5. 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. 6. Numbers in the table might not add precisely due to rounding. 7. Bulk density of 2.71 t/m³ is used. 8. Effective date June 30, 2024. 9. Only block centroids had to be inside the pit to be considered. 10. 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. * Rounded to the nearest thousand.


 
Authier Lithium Technical Report Summary – Quebec, Canada 143 Figure 11-27, Figure 11-28 and Figure 11-29 present plans and cross-sections of the mineral resources, inclusive of reserves constrained within the optimised pit shell. Figure 11-27 – Optimized pit shell and block model (no waste/barren material included) in plan and isometric views Authier Lithium Technical Report Summary – Quebec, Canada 144 Figure 11-28 – Optimized pit shell and block model (waste/barren material included) in plan and isometric views) Figure 11-29 – Optimized pit shell and classified block model in plan and isometric views Authier Lithium Technical Report Summary – Quebec, Canada 145 11.10 TONNAGE – GRADE DISTRIBUTION AND SENSITIVITY ANALYSIS A limited sensitivity analysis was conducted using different estimation methods, from Ordinary Kriging (OK) to Inverse Distance Cubed (ID3). The Sensitivity analysis outlined that the OK Mineral Resources and grades are affected by smoothing and that the ID3 estimation is the one with the highest average grades (Figure 11-30). Overall, the ID2 and ID3 are relatively close in terms of tonnage and average grades. Drilling by Sayona supports the interpretation that the Authier Main Zone pegmatite is reasonably predictable in both grade and geological continuity, given the consistency of mineralized widths and grades along the strike extension tested to date. Figure 11-30 – Grade tonnage curve depending on type of estimation 11.11 UNCERTAINTY This report considers a variety of factors of uncertainty associated with estimates of inferred, indicated and measured resources on the Property, including: Reliability of sampling data - • Drilling, sampling and assaying protocols employed by Sayona are adequate. • The drillhole database provided by Sayona is of good overall quality and suitable for use in the estimation of mineral resources. Authier Lithium Technical Report Summary – Quebec, Canada 146 Confidence in the modelling of geological and estimation domains - • Measured and indicated resources are expected to be defined at a sufficient level of confidence to assume geological and grade continuity between points of observation. Previous reviews of three-dimensional models, plans and cross-section in this study validate this to be the case. • Lack of evidence for the continuity of pegmatite domains and grades in some areas of the deposit is adequately dealt with the categorisation of resources as inferred. Inferred Resources do not convert to mineral reserves during the reserve estimation process and are treated as waste in mine scheduling and reserve economic calculations. Economic uncertainty associated with the resources – • Economic uncertainty is mitigated to a large degree by Sayona’s operating experience at North America Lithium (NAL) deposit over many years. Pit optimisation and Cut-off grade assumptions are believed to be appropriate for the purpose of the MRE. A baseline consideration for all factors of uncertainty is that Sayona owns and operates an existing lithium operation at North American Lithium (NAL) mine, Québec. Sayona contains extensive experience with the exploration, definition, and conversion of mineral resources to mineral reserves which have been mined profitably. 11.12 QUALIFIED PERSON’S OPINION It is the Qualified Person’s opinion that the data, model and classification are appropriate for the reported MRE. No technical or economic factors likely to influence the prospect of economic extraction have been identified.


 
Authier Lithium Technical Report Summary – Quebec, Canada 147 12 MINERAL RESERVES ESTIMATES 12.1 RESERVE ESTIMATE METHODOLOGY, ASSUMPTIONS, PARAMETERS AND CUT-OFF-VALUE The previous Mineral Reserve estimate was completed in March 2023 and is based on the November 2021 block model prepared by SGS. This block model was used to report the Mineral Resources presented in Chapter 11 of this report. The Mineral Reserve estimate presented in this report was reviewed by Tony O’Connell, who serves as the QP for this report and has an effective date of June 30, 2024. The Project run-of-mine (ROM) ore will be sent to the North American Lithium (NAL) spodumene concentrator to be blended with the NAL run-of-mine (ROM) ore. The Project ROM ore will be stockpiled and loaded into highway trucks that will transport the ore to the NAL site during weekdays. At the NAL site, the ore will be combined with the NAL ore and fed to the crusher. The life-of-mine (LOM) production plan has been reviewed to reflect this processing strategy. The Project LOM plan and subsequent Mineral Reserve estimate are based on an ore selling price of 120 CAD/t. A memorandum of understanding (MOU) was developed between the Authier operation and NAL operation, in which NAL agrees to buy 100% of the Authier ore material at a selling price of 120 CAD/t, delivered to the NAL ore pad area. The effective date of the Mineral Reserve estimate is June 30, 2024, and based on an exchange rate of 0.75 USD:1.00 CAD. Development of the LOM plan included pit optimization, pit design, mine scheduling and the application of modifying factors to the Measured and Indicated portion of the in-situ Mineral Resource. Tonnages and grades are reported as ROM feed at the NAL crusher and account for mining dilution, geological losses, and operational mining loss factors. 12.2 RESOURCE BLOCK MODEL The resource model for the Project was provided by SGS Canada. The resource model was supplied in a file titled “20211117Authier.csv”. The model was supplied with the 3D wireframes used to define the different lithological zones. The overburden surface was also provided. This model was reviewed and validated by Steve Andrews from Measured Group, who serves as the QP for the Resources in this report. The block model file provided contained the mineralized zones and the waste material. The resource estimate considers a parent block size of 3 m x 3 m x 3 m. The resource model considers a constant pegmatite density of 2.71 t/m³. Authier Lithium Technical Report Summary – Quebec, Canada 148 12.3 TOPOGRAPHY DATA Sayona provided a LiDAR topographic survey completed in 2016 by Geoposition arpenteurs géomètres (LiDAR, 2016). Topographic contours were provided at 0.5 m intervals for the Project site in the UTM NAD 83 coordinate system. This surface was used as the reference datum for the Mineral Reserves estimate. 12.4 MINING BLOCK MODEL Based on the resource model described above, a mining block model was created to be used for mine design and planning purposes. The resource model was sub-celled along the boundaries of the different lithologies. Overburden material was assigned a constant density of 1.90 t/m³, whilst the waste densities were provided in the resource model. The sub-celled model was then regularized to the parent block size of 3 m x 3 m x 3 m, with tonnages and grades coded for each type of material, with the resource classification conserved from the resource model. The final mining block model was titled “md_nal_2021_v4.csv”. 12.5 MINE AND PLANT PRODUCTION SCENARIOS 12.5.1 Modifying Factors For the conversion of Mineral Resources to Mineral Reserves, it is necessary to apply a range of modifying factors, as discussed in the following chapters. 12.5.1.1 Metallurgical Recoveries ROM ore is subject to a variety of metallurgical recovery factors, once feed material enters the crusher. Refer to chapter 10 of the S-K 1300 compliant report for the North American Lithium titled “S-K 1300 Technical Report Summary for Mineral Resource and Mineral Reserves at North American Lithium” with an effective date of June 30, 2024, for more information on the metallurgical recoveries. Authier Lithium Technical Report Summary – Quebec, Canada 149 12.5.1.2 Mill Cut-off Grade Calculation The breakeven cut-off grade (COG) is calculated considering costs for processing, G&A, and other costs related to concentrate production and transport. Based on a 6.0% Li2O concentrate selling price of 850 USD per tonne, the COG would be 0.32% Li2O. However, due to metallurgical recovery limitations, a metallurgical COG of 0.55% Li2O was selected based on iterative analysis. 12.5.1.3 Mining Dilution and Mining Ore Losses The Project hosts spodumene-bearing pegmatite dykes. The main dyke, which represents the majority of the resource, dips at approximately 25° to 50° and has a varying thickness between 4 m and 55 m. A second minor dyke is located to the north of the main dyke. The minor dyke dips at approximately 15° and has an average thickness of 7 m. As an industrial mineral, the specification of the final product must meet relatively tight tolerances for Li2O content, as well as contaminants, such as iron. The contaminant grade in the final product is directly linked to the quantity of diluting host waste rock in the mill feed. Dilution is the quantity of non-economical material that will be sent to the mill as part of mining activities. Ore losses are the quantity of economically viable material that will be sent to the waste rock stockpiles. Typical causes for dilution and ore losses include blast movement, improper identification of ore and waste zone limits (i.e., grade control) and selectivity limitations of mining equipment. A detailed dilution model was developed using Deswik’s Stope Optimizer tool (Deswik.SO) which generated shapes of continuous mineralization above a minimum lithium content. This approach provided an automated method of evaluating on a local scale, whether the combination of a particular dyke width, pegmatite grade and distance to the next dyke, i.e., waste separation, could result in producing a mill feed above a diluted COG of 0.55% Li2O. Mineable shapes were created by the tool. Mineralized material that did not pass this selectivity test were considered ore losses. A dilution skin of 0.75 m was applied to the orebody. Based on this methodology and the final pit design, the mining ore losses totaled 2.3% and mining dilution approximately 9.0%. To account for operational errors and additional re-handling, an additional mining ore losses factor of 2.0% was applied, for a total ore losses factor of 4.3%. Authier Lithium Technical Report Summary – Quebec, Canada 150 12.5.2 Pit Optimization 12.5.2.1 Inputs The purpose of pit optimization is to determine the ultimate pit limits that satisfy business objectives. By running a series with a sensitivity on selling prices (revenue factor), the results can also be used to determine the most economical mining phases. Pit optimization was completed using the Pseudoflow module within the Deswik mining software package. Inferred resources were not considered as potential ROM ore feed and were converted to waste. This report’s financial evaluation is based on the selling of ore material to the NAL operation. However, the pit optimization was developed based on the integration of the costs and parameters associated with the concentration of the ore and production and selling of a 6.0% Li2O spodumene concentrate. The input parameters used for the pit optimization are presented in Table 12-1. Note that the selling prices, costs, and technical parameters used were based on the best available information at the time of the study, including adjusted costs from the 2019 UDFS and geotechnical information from Journeaux Assoc.’s (Journeaux) report (2018). Table 12-1 – Pit optimization parameters for the Authier Lithium Project. Item Value Unit Notes Revenue Concentrate price 850 USD/t of conc. Concentrate grade 6.0% Li2O Transportation cost 59.69 USD/t of conc. Previous estimate for Authier Royalty Based on each claim Economics Currency - Canadian Dollars Exchange rate 0.76 USD/CAD Discount rate 8.0% Costs Mining Mining cost - overburden 5.4 CAD/t mined 2023 estimate, assuming contract mining. Mining cost - ore 8.73 CAD/t mined Mining cost - waste 6.91 CAD/t mined Processing & G&A Cost 39.31 CAD/t milled Operating Parameters Ore production 1,682 tpd Overall mill recovery 74.10% Incl. ore sorter losses and mill recovery


 
Authier Lithium Technical Report Summary – Quebec, Canada 151 Geotechnical Parameters OSA - north wall 53 ° Based on BBA adjustment to Journeaux's report; OSA - south wall 42 ° -4° to accommodate ramp OSA - east and west walls 48 ° Assumed by BBA for transition between North and South walls OSA - overburden 14 ° Journeaux report Limits and Constraints Tenements Claims_Authier_Actifs.dxf Sayona stated that discussions with MERN were held concerning the suspended claims and will be reactivated when needed. Claims_Authier_Suspended.dxf Setbacks 0 m No setback applied to tenement boundaries The optimized parameters do not necessarily correspond with the final design parameters used. A pit optimization has been run using the final Project’s costs and revenue parameters. The resulting optimized pit shell has been compared to the initial selected pit shell and deemed sufficiently close to consider the initial selected pit shell adequate. 12.5.2.2 Results The optimizer estimates best, average- and worst-case discounted values. The best case requires that each shell be mined sequentially while the worst case mines the deposit on a bench-by-bench basis. The best case is generally impracticable as shell increments can be very small and therefore not minable by themselves. The worst case is always achievable but gives much lower discounted cash flows. In practice, a compromise between the two cases is generally achieved by staging the pit using suitable pushbacks. The average case discounted values are used as a measure to compare optimization results. A discount rate of 8% and ROM feed rate of 0.53 Mtpy have been used in this analysis. The values returned by the optimizer do not include capital investments and are only used as a relative indicator of the sensitivity of the Project to changes in operating costs and revenue. The revenue factor 0.86 pit shell was selected as a guide for the final pit limits. This selection was based on maximizing project reserves while respecting a relatively high NPV. This pit shell contained approximately 11.3 Mt of ROM ore feed and is within 10% of the highest average case discounted cash flow. Authier Lithium Technical Report Summary – Quebec, Canada 152 Table 12-2 – Pit optimization results. Revenue Factor Shell ROM Feed Grade Waste Strip Ratio DCFBEST DCFWORST DCFAVG (Mt) (% Li2O) (Mt) (t:t) (M$) (M$) (M$) 0.40 0.45 1.2 0.20 0.4 41.42 41.42 41.42 0.42 0.67 1.1 0.35 0.5 56.43 56.25 56.34 0.44 0.91 1.1 0.64 0.7 72.19 71.71 71.95 0.46 1.15 1.1 0.95 0.8 86.62 85.71 86.17 0.48 1.62 1.0 1.46 0.9 110.76 108.79 109.78 0.50 1.94 1.0 1.88 1.0 125.24 122.21 123.72 0.52 2.06 1.0 2.03 1.0 129.96 126.48 128.22 0.54 2.17 1.0 2.21 1.0 134.35 130.39 132.37 0.56 2.41 1.0 2.56 1.1 142.47 137.42 139.95 0.58 2.58 1.0 2.95 1.1 148.26 142.4 145.33 0.60 2.73 1.0 3.2 1.2 152.43 145.85 149.14 0.62 3.66 1.0 7.25 2.0 179.89 167.04 173.46 0.64 3.77 1.0 7.65 2.0 182.61 168.81 175.71 0.66 3.88 1.0 8.00 2.1 184.87 170.16 177.52 0.68 3.99 1.0 8.39 2.1 187.17 171.41 179.29 0.70 4.12 1.0 8.94 2.2 189.6 172.54 181.07 0.72 4.19 1.0 9.22 2.2 190.76 172.92 181.84 0.74 4.54 1.0 11.20 2.5 196.48 174.26 185.37 0.76 4.64 1.0 11.76 2.5 197.99 174.37 186.18 0.78 7.69 1.0 32.82 4.3 220.1 165.16 192.63 0.80 8.22 1.0 36.96 4.5 224.17 159.08 191.62 0.82 8.4 1.0 38.21 4.6 225.33 156.84 191.08 0.84 11.08 1.0 59.25 5.3 232.08 117.6 174.84 0.86 11.35 1.0 61.40 5.4 233.02 112.81 172.91 0.88 11.59 1.0 63.63 5.5 233.73 107.45 170.59 0.90 11.72 1.0 64.52 5.5 234 105.15 169.57 0.92 11.82 1.0 65.48 5.5 234.19 102.41 168.3 0.94 11.96 1.0 66.64 5.6 234.38 99.11 166.75 0.96 12.11 1.0 67.85 5.6 234.5 96.03 165.26 0.98 12.27 1.0 69.27 5.6 234.56 91.71 163.14 1.00 12.39 1.0 70.4 5.7 234.57 88.31 161.44 These results are presented graphically in Figure 12-1. Authier Lithium Technical Report Summary – Quebec, Canada 153 Figure 12-1 – Pit optimization results. With the exception of the revenue factors, a sensitivity analysis was not undertaken on the other parameters. 12.5.3 Mine Design 12.5.3.1 Geotechnical Parameters The geotechnical requirements for the final pit design were prepared by Journeaux and their recommendations were provided in a report titled “Open Pit Slope Design Authier Lithium Project Feasibility Study”. Recommendations were provided for the overall slope angle (OSA), inter ramp angle (IRA), bench face angle (BFA) and catch bench width. A review of the Journeaux (2018) report was conducted, with additional recommendations included to ensure stability of the pit walls: • Increase the berm width from 7.2 m to 8.2 m. • Integrate a 16.4 m geotechnical berm on the southwest wall where the pit wall height exceeded 120 m. For design purposes, the following IRA, BFA and catch berm width with triple-bench arrangement were retained and are summarized by sector in Table 12-3. Authier Lithium Technical Report Summary – Quebec, Canada 154 Table 12-3 – Pit design geotechnical parameters. Pit Slope Sector IRA (°) BFA (°) Berm Width (m) North 57.7 80.0 8.2 South 47.3 65.0 8.2 Transition 52.4 72.5 8.2 Overburden 14.0 14.0 10.0* *only at bedrock contact It is recommended that further geotechnical work be undertaken prior to advancing to the next stage of the Project. An illustration of the different slope zones is presented in Figure 12-2. Journeaux did not specify the parameters for the transition zone. It has been assumed that the values for the transition zone are between the north and south wall values. Pit Design Parameters The detailed mine design was carried out using the selected pit shell as a guide. The proposed pit design includes the practical geometry required in a mine, including pit access/haulage ramps to all pit benches, pit slope designs, benching configurations, smoothed pit walls and catch benches. The major design parameters used are described in Table 12-4 and Table 12-5.


 
Authier Lithium Technical Report Summary – Quebec, Canada 155 Figure 12-2 – Pit slope design sectors. Table 12-4 – Pit design parameters. Item Value Unit North Wall South Wall Transition Overburden Berm Width 0 m Bench Face Angle (BFA) 14 degrees Setback at the Bedrock/OB Contact 10 m Rock Bench Height 6 6 6 m Benching Arrangement Triple Triple Triple m Berm Width 8.2 8.2 8.2 m Inter-Ramp Angle (IRA) 57.7 47.3 52.4 degrees Bench Face Angle (BFA) 80.0 65.0 72.5 degrees Authier Lithium Technical Report Summary – Quebec, Canada 156 Table 12-5 – Haul road design parameters. Item Value Unit Notes Road Width (dual lane) 23 m Based on 60-65 tonne class haul truck Road Width (single lane) 17 m Bottom benches Max. no. of Benches at Single Lane 9 n/a Based on 6 m bench height Maximum Grade - Overburden 10 % Maximum Grade - Hard Rock 10 % Benches Without Ramp Access at Base 1 The design outlines a pit of ~1,000 m in length (east-west), an average of 640 m width (north-south) and down to a final pit depth of 200 m. Figure 12-3 presents plan and isometric views of the ultimate Authier pit. Figure 12-3 – Ultimate Authier Lithium pit – plan and isometric views. 12.6 MINERAL RESERVE ESTIMATE The Project LOM plan and subsequent Mineral Reserve estimate are based on a ROM ore selling price of $120 CAD/t. A memorandum of understanding (MOU) was developed between the Authier operation and NAL operation, in which NAL agrees to buy 100% of the Authier ore material at a selling price of $120 CAD/t, delivered to the NAL ore pad area. The effective date of the Mineral Reserve estimate is June 30, 2024, and based on an exchange rate of $0.75 USD:$1.00 CAD. Authier Lithium Technical Report Summary – Quebec, Canada 157 Development of the LOM plan included pit optimization, pit design, mine scheduling and the application of modifying factors to the Measured and Indicated portion of the in-situ Mineral Resource. Tonnages and grades are reported as ROM feed at the NAL crusher and account for mining dilution, geological losses, and operational mining loss factors. Table 12-6 summarizes the Proven and Probable Mineral Reserve estimate for the Project. Table 12-6 – Authier Lithium Project Mineral Reserve estimate at Effective Date of June 30, 2024 at CAD$120/t. Authier Lithium Project Ore Reserve Estimate (0.55% Li2O cut-off grade) Category Tonnes (Mt) Grades (%Li2O) Cut-off Grade % Li2O Met Recovery % Proven Ore Reserves 6.2 0.93% 0.55% 73.6% Probable Ore Reserves 5.1 1.00% 0.55% 73.6% Total Ore Reserves 11.2 0.96% 0.55% 73.6% Notes: 1. Mineral Reserves are measured as dry tonnes at the crusher above a diluted cut-off grade of 0.55% Li2O. 2. 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. 3. The reference point of the Mineral Reserves is the NAL crusher feed. 4. 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. 5. 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). 6. The Mineral Reserve estimate is valid as of June 30, 2024. 7. Totals may not add up due to rounding for significant figures. 12.6.1 Assessment of Reserve Estimate Risks The author is of the opinion that no other known risks including legal, political, or environmental, would materially affect potential development of the Mineral Reserve estimate, except for those already discussed in this report. Authier Lithium Technical Report Summary – Quebec, Canada 158 12.7 MATERIAL DEVELOPMENT AND OPERATIONS The Authier project is a greenfield project with operations slated to commence in the future. As such, no material development and/or operations have occurred.


 
Authier Lithium Technical Report Summary – Quebec, Canada 159 13 MINING METHODS 13.1 MINE DESIGN 13.1.1 Pit Design Parameters The detailed mine design was carried out using the selected pit shell as a guide. The proposed pit design includes the practical geometry required for an operating mine, including pit access and haulage ramps to all pit benches, pit slope designs, benching configurations, smoothed pit walls and catch benches. The major design parameters used are described in Table 13-1 and Table 13-2. Table 13-1 – Pit design parameters. Item Value Unit North Wall South Wall Transition Overburden Berm Width 0 m Bench Face Angle (BFA) 14 degrees Setback at the Bedrock/OB Contact 10 m Rock Bench Height 6 6 6 m Benching Arrangement Triple Triple Triple m Berm Width 8.2 8.2 8.2 m Inter-Ramp Angle (IRA) 57.7 47.3 52.4 degrees Bench Face Angle (BFA) 80 65 72.5 degrees Table 13-2 – In-pit haul roads design parameters. Item Value Unit Notes Road Width (dual lane) 23 m Based on 60-65 tonne class haul truck Road Width (single lane) 17 m Bottom benches Max. no. of Benches at Single Lane 9 Based on 6 m bench height Maximum Grade - Overburden 10 % Maximum Grade - Hard Rock 10 % Benches Without Ramp Access at Bottom 1 The design outlines a pit of ~1,000 m in length (east-west), an average of 640 m width (north-south) and down to a final pit depth of 200 m. Figure 13-1 presents plan and isometric views of the ultimate Authier Lithium pit. Authier Lithium Technical Report Summary – Quebec, Canada 160 Figure 13-1 – Ultimate Authier Lithium pit – plan and isometric views. 13.2 GEOTECHNICAL AND HYDROLOGICAL CONSIDERATIONS 13.2.1 Geotechnical Considerations The geotechnical requirements for the final pit design were prepared by Journeaux and their recommendations were provided in a report titled “Open Pit Slope Design Authier Lithium Project Feasibility Study”. Recommendations were provided for the overall slope angle (OSA), inter ramp angle (IRA), bench face angle (BFA) and catch bench width. An internal review of the Journeaux (2018) report was conducted and additional recommendations where included to ensure stability of the pit walls: • Increase the berm width from 7.2 m to 8.2 m. • Integrate a 16.4 m geotechnical berm on the southwest wall where the pit wall height exceeded 120 m. For design purposes, the following IRA, BFA and catch berm width with triple-bench arrangement were retained and are summarized by sector in Authier Lithium Technical Report Summary – Quebec, Canada 161 Table 13-3. Authier Lithium Technical Report Summary – Quebec, Canada 162 Table 13-3 – Pit design geotechnical parameters. Pit Slope Sector IRA (°) BFA (°) Berm Width (m) North 57.7 80 8.2 South 47.3 65 8.2 Transition 52.4 72.5 8.2 Overburden 14 14 10.0* *only at bedrock contact An illustration of the different slope zones is presented in Figure 13-2. Journeaux did not specify the parameters for the transition zone. It has been assumed that the values for the transition zone are between the north and south wall values. Figure 13-2 – Pit slope design sectors. 13.2.2 Dewatering A hydrogeological study was completed in 2018 by Richelieu Hydrogéologie Inc. and demonstrated that the mining activities will not affect the quality of the water.


 
Authier Lithium Technical Report Summary – Quebec, Canada 163 Dewatering is the management of groundwater that, if not diverted from the pit or pumped from it, would impede mining operations and add operating costs, notably for access to ore, blasting, and wear and tear on machinery. Dewatering requirements for the Project were estimated by Technosub, a supplier of mine dewatering equipment. The pumping system has been designed in three stages to consider the increasing water inflow over the life of mine (surface and underground combined) estimated in the hydrogeological report. 13.2.3 Hydrogeological Considerations A hydrogeological study, conducted by Richelieu Hydrogéologie Inc. in 2016 and 2017, included 27 observation wells (piezometers), groundwater sampling campaigns, variable head permeability tests and tracer profile testing as well as groundwater level surveys. The hydrostratigraphic units identified at the Authier Property are the following: • Bedrock, a regional aquifer of a standard to low permeability. • Glacial till, an aquitard discontinuously covering the bedrock. • Fluvio-glacial sand and gravel (esker), a highly permeable aquifer, covering the till. • Glacio-lacustrine sand (aquifer) and silt (aquitard), covering the till unit and, partly, the fluvioglacial unit. • Organic layer, a thin and discontinuous aquitard. Following the water level surveys that were done for all piezometers installed on the site property, the following observations were made: the groundwater level in the area of the Property is in the order of 329 m and the general direction of flow is towards the southwest under a horizontal hydraulic gradient of 0.02. During the mine life, the groundwater flow, from beneath the waste rock pile, will be directed towards the pit then, at natural flow, it will be directed towards the southwest. Water will be collected by the drainage ditch surrounding the waste rock pile and directed to the water basins. The effects of mine dewatering on residential wells are deemed negligible. In a worst-case scenario, the effect of the Project on the environment would be a reduced groundwater outflow to the local surface water network and to the wetlands. A reduced flow of brooks or drying of wetlands may occur in the area of influence. The southern part of the St-Mathieu-Berry Esker is enclosed into the area of influence of the mine. However, this part of the esker is not connected to the main part of the esker which is being tapped by Authier Lithium Technical Report Summary – Quebec, Canada 164 the drinking facilities of the city of Amos and also by the Eska water bottling society. Both portions of the esker are separated by a bedrock lump. In the esker, the groundwater generally flows towards the north, except in the Project area where it heads south and southeast and to the Harricana River watershed. The southern portion of the esker, located in the Project area, is in a different watershed than the remainder of the esker. However, because it is located at a lower altitude than the esker and isolated from it by a bedrock, the Authier Project will not threaten, in any way and under any circumstances, the water quality of this esker. 13.2.4 Ore Rehandling Area Authier ROM ore will be transported to the North American Lithium (NAL) site for processing. As such, all ore mined from the pit will be temporarily stockpiled on an ore rehandling area situated to the north of the pit. The ore will then be loaded onto highway transport trucks for transport to the NAL site. Ore transportation will only occur during the day and only from Monday to Friday. 13.2.5 Haul Roads To give more flexibility to the mining operation, mining haul roads have been designed to accommodate 2-way traffic for 60 tonne class haul trucks even though the recommended haul truck is the 40 tonne class haul truck. Roads will incorporate drainage ditches as well as a safety berms. Single-lane haul routes are proposed in some isolated locations, such as the last benches of phases or the final pit. Table 13-4 lists the specified haul road dimensions used for the final pit shell. Authier Lithium Technical Report Summary – Quebec, Canada 165 Table 13-4 – Haul road design parameters. Parameters Unit Dual Lane Single Lane Haul Truck - 60 t class 60 t class Operating Width m 5.7 5.7 Running Surface Multiplier factor 3 2 Running Surface Width m 17 11.5 Tire Diameter m 2.7 2.7 Berm Height : Tire Ratio ratio 0.5 0.5 Berm Height m 1.3 1.3 Berm slope xH:1V Ratio ratio 1.3H:1.0V 1.3H:1.0V Berm Width (Top) m 0.5 0.5 Berm Width (Bottom) m 4 4 No. of Berms - Surface Road number 2 2 No. of Berms - Pit Ramp number 1 1 No. of Berms - Pit Slot number 0 0 Ditch Depth m 0.75 0.5 Ditch slope xH:1V Ratio ratio 1.0H:1.0V 1.0H:1.0V Ditch Width (Bottom) m 0.5 0.5 Ditch Width (Top) m 2 1.5 No. of Ditches - Surface Road number 0 0 No. of Ditches - Pit Ramp number 1 1 No. of Ditches - Pit Slot number 2 2 Overall Width - Surface Road m 25 19.5 Overall Width - Pit Ramp m 23 17 Overall Width - Pit Slot m 21 14.5 Maximum Grade - Permanent Road % 10 10 Maximum Grade - Temporary Road % 12 12 Haul Road Drainage Crossfall % 2 2 13.2.6 Explosives Storage One magazine of explosives will be brought on site by the explosive provider. The magazine will house priming explosives, such as caps and detonating cords. A small number of explosives and boosters will be delivered directly to site as part of the contract mining operations. Further details are provided in Chapter 15 of this Report. Authier Lithium Technical Report Summary – Quebec, Canada 166 13.3 MINING FLEET AND MANNING 13.3.1 Contract Mining Mining activities at the Property will be conducted by a mining contractor for the entire LOM. The mining contractor will be responsible for: • Mine equipment fleet (production fleet, auxiliary fleet and support equipment); • Mine equipment operator; • Mine operations supervision; • Mine equipment maintenance; • Tree clearing and grubbing; • Overburden removal and bench preparation; • Drilling, blasting, loading and hauling of ore and waste material; • Mine dewatering; • Overall site maintenance; • Ore rehandling (loading transport trucks for ore transfer between Authier and NAL). 13.3.2 Roster The mine will operate 365 days per year with two 12-hour shifts per day. It is expected that mining contractor equipment operators, mechanics and supervisors will work on a seven-working-day / seven- rest-day schedule. All other mining contractor staff, as well as Sayona’s on-site staff, will work regular 40- hour weeks. The total non-contractor mine labour force is only six employees. Most management, technical services and other labour force are taken on by the NAL operation (e.g., mine manager, HSE coordinator, etc.). The rest of the workforce will be provided by the mining contractor and other contract service providers. 13.3.3 Mine Maintenance The mining contractor is expected to provide maintenance buildings and execute all maintenance on their equipment.


 
Authier Lithium Technical Report Summary – Quebec, Canada 167 13.3.4 Mine Technical Services The mine technical services team will consist of a senior engineer supported by a mining engineer, mining technicians, and a senior geologist supported by geology technicians. Some of these staff will be shared with NAL operations. 13.3.5 Drilling Drilling and blasting activities represent a crucial process when developing and sustaining a hard-rock mining operation. The performance and efficiency of this primary rock fragmentation process can heavily impact mining dilution, ore losses and downstream mining activities, such as loading, hauling, crushing, and grinding. Blast fragmentation curves were developed based on rock characterization, types of explosives, blast patterns and powder factors with an ore P80 particle size of 300 mm was targeted. All hard rock material will be drilled with 3.5” diameter holes by top hammer drill rigs. Production blasts will be on 6 m bench heights. The drillhole patterns in ore and waste material are presented in Table 13-5. Table 13-5 – Drilling ore and waste patterns. Drill Pattern Ore Waste Bench Height m 6 6 Hole Diameter in. 3.5 3.5 Hole Diameter mm 89 89 Burden m 2.8 3 Spacing m 2.8 3 Sub-Drill m 0.6 0.6 Pre-split drillholes will be drilled every 1.50 m along long-term pit walls to improve the pit wall quality. 13.3.6 Blasting Production drillholes will be loaded with a bulk emulsion explosive, whereas pre-split drillholes will be loaded with a continuous packaged emulsion. The production blasts will be detonated with an electronic Authier Lithium Technical Report Summary – Quebec, Canada 168 blasting system. Electronic detonators offer greater flexibility and precision for the blast sequence, which can, in turn, improve rock fragmentation and diggability, and better control the blast movement. Based on the drilling patterns listed above and blast fragmentation curves for host rock and pegmatite, by using an emulsion blasting agent with an average density (in the hole) of 1.15 g/cm3, the powder factor will vary between 0.21 kg to 0.26 kg of explosives per tonne of rock. 13.3.7 Loading A maximum of two 10.5 tonne capacity hydraulic backhoe excavators and one 10.0 t-capacity production wheel loader will be required. These equipment units are compatible with the haul truck selected. The excavators will be used to load all material from the pit. The excavators will selectively mine the ore material to minimize dilution and ore losses. The wheel loader will be used to reclaim material from the ore stockpile into the transportation trucks. In case of breakdown of an excavator in the pit, this equipment could be used to mine waste material. 13.3.8 Hauling A maximum of eight 40 tonne capacity rigid haul trucks will be required throughout the mine life. It should be noted that the ramp width was evaluated considering a larger truck, in case the mining contractor chooses a truck larger than 40 tonnes. Ore will be hauled to the ore stockpile just north of the pit crest. The waste rock, overburden and organic material will be hauled and stockpiled at the waste rock storage facility (WRSF). The overburden and organic material will be used to progressively rehabilitate the WRSF over the life of the Project (see Chapter 18 for more details). The hauling equipment fleet requirements were estimated based on the quantities of material to be transported in each period and representative haul cycle times. The haul cycle times were estimated with the MS Haulage simulation software. Authier Lithium Technical Report Summary – Quebec, Canada 169 13.3.9 Auxiliary The auxiliary equipment fleet will consist of a variety of support equipment: • A 265 hp bulldozer will be required on the waste stockpile and clean up of the dig face. • A 14 ft moldboard motor grader will be required for preparing and grading the haul roads. • A 50 tonne auxiliary excavator will be required for pit wall scaling and other secondary work around the pit (e.g., pit dewatering activities, ditches, rock breaking, etc.). • A water / sand spreader for watering the roads in the summer for dust suppression and spreading sand for better traction in the winter. • Tower lights. • Equipment transporter. • A fuel and lube truck. • Pick-up trucks. All estimated equipment requirements over the mine life are presented in Table 13-6. 13.4 MINE PLAN AND SCHEDULE A LOM plan with a 1,560 tpd crusher capacity was completed for Authier, with the details presented in the following chapters. 13.4.1 Strategy & Constraints The following constraints and objectives were considered during the development of the LOM plan: • Mine plan aligned with NAL mine production plan - to be combined with NAL ore and feed to the NAL concentrator; • Project ramp-up in Q3 2025; • Annual mill feed of approximately 530 ktpy; • No long-term stockpile; • Maximum mining rate of approximately 6 Mtpy; • Mill feed grade ≥0.8% Li2O; • Mine planning strategy: maximize NPV. Authier Lithium Technical Report Summary – Quebec, Canada 170 13.4.2 Results The run of mine (ROM) ore tonnes contained within the final pit is sufficient for a mine life of 22 years. Due to the phase designs, very little waste material is mined to supply the mill in the first two years. This strategy keeps the mining activities to a minimum, allowing the operation to improve its mining practices and equipment needs and, consequently, keeps mine operating costs low. The overall pit has a variable strip ratio. The annual mining productivity gradually increases to 6.0 Mt in Year 5, and then gradually decreases from Year 13 to the end of the mine life. Table 13-7 presents the mine plan summary and Figure 13-3 shows the Authier Lithium LOM production profile. Figure 13-4 to Figure 13-14 show isometric views of the Authier Lithium pit evolution over time, according to the production profile.


 
Authier Lithium Technical Report Summary – Quebec, Canada 171 Table 13-6 – Mine equipment requirements over the LOM. Equipment Pre-Prod Production 2023 2023 2024 2025 2026 2027 2028 2029 2030 2031-2035 2036-2040 2041-2044 Production Equipment Haul Truck – 40-t 2 2 2 2 3 6 7 7 7 8 8 2 Excavator – 10-t capacity 1 1 1 1 1 2 2 2 2 2 2 2 Wheel Loader – 10-t capacity 1 1 1 1 1 1 1 1 1 1 1 1 Drill – 3.5 in. 1 1 1 1 1 2 2 2 2 2 2 1 Auxiliary Equipment Bulldozer 1 1 1 2 2 2 2 2 2 2 2 2 Motor Grader 1 1 1 1 1 1 1 1 1 1 1 1 Auxiliary Excavator 1 1 1 1 1 1 1 1 1 1 1 1 Wheel Dozer 0 1 1 1 1 1 1 1 1 1 1 1 Water Truck / Sand Spreader 1 1 1 1 1 1 1 1 1 1 1 1 Support Equipment Fuel & Lube Truck 1 1 1 1 1 1 1 1 1 1 1 1 Service Truck 1 1 1 1 1 1 1 1 1 1 1 1 Pick-Up Trucks 3 3 3 3 3 3 3 3 3 3 3 3 Tower Lights 6 6 6 6 6 6 6 6 6 6 6 6 Authier Lithium Technical Report Summary – Quebec, Canada 172 Table 13-7 – Authier Lithium LOM plan. Physicals Unit Pre-Prod Life-of-Mine 2025 2025 2026 2027 2028 2029 2030 2031-2035 2036-2040 2040-2046 Total Total Moved (kt) 395. 1,350 2,415 2,427 3,035 6,521 6,517 32,636 26,891 8,643 90,829 Total Expit (kt) 395 1,089 1,883 1,893 2,494 5,983 5,979 29,986 24,245 5,656 79,604 Expit Waste Rock (kt) 138 466 1,289 1,019 447 4,363 4,303 26,730 21,600 2,668 63,023 Expit Overburden (kt) 257 362 61 341 1,508 1,082 1,138 607 0 0 5,356 Expit Ore to Ore Rehandling Area (kt) 0 261 533 534 540 538 538 540 2,647 2,631 11,225 Expit Ore to Ore Rehandling Area (% Li2O) 0.000 0.973 0.939 0.944 0.920 0.851 0.904 0.928 0.966 1.042 0.964 Rehandling (kt) 0 261 533 534 540 538 538 2,649 2,645 2,987 11,225 Stripping Ratio (twaste:tRoM) 0.00 1.00 2.00 3.00 4.00 5.00 6.00 10.32 8.17 0.89 6.09 Authier Lithium Technical Report Summary – Quebec, Canada 173 Figure 13-3 – Authier Lithium LOM production profile. 0.0 0.2 0.4 0.6 0.8 1.0 1.2 1.4 0 1,000 2,000 3,000 4,000 5,000 6,000 7,000 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 O re G ra de (% L i 2O ) M at er ia l Q ua nt iti es (k t) Year Ore Waste Rock Overburden Rehandling Ore Grade Authier Lithium Technical Report Summary – Quebec, Canada 174 Figure 13-4 – Isometric view of 2025 pre-production period. Figure 13-5 – Isometric view of 2025 production period.


 
Authier Lithium Technical Report Summary – Quebec, Canada 175 Figure 13-6 – Isometric view of 2026. Figure 13-7 – Isometric view of 2027. Authier Lithium Technical Report Summary – Quebec, Canada 176 Figure 13-8 – Isometric view of 2028. Figure 13-9 – Isometric view of 2029. Authier Lithium Technical Report Summary – Quebec, Canada 177 Figure 13-10 – Isometric view of 2030. Figure 13-11 – Isometric view of 2031-35. Authier Lithium Technical Report Summary – Quebec, Canada 178 Figure 13-12 – Isometric view of 2036-2040. Figure 13-13 – Isometric view of 2041-2046.


 
Authier Lithium Technical Report Summary – Quebec, Canada 179 Figure 13-14 – Isometric view at the end of 2046. Authier Lithium Technical Report Summary – Quebec, Canada 180 14 PROCESSING AND RECOVERY METHODS The current Project considers mining Authier ore for shipment to the North American Lithium (“NAL”) concentrator for processing. There is a memorandum of understanding that the NAL operation will purchase the Authier ore; therefore, no details on the recovery methods are provided in this Report. Authier Lithium Technical Report Summary – Quebec, Canada 181 15 INFRASTRUCTURE The proposed new site infrastructure for the Project include: • Run of mine (ROM) and loadout pad; • Administrative building; • Dry room; • Fuel storage; • Lay down area for mining contractor equipment shop; • Explosive magazine; • A waste rock stockpile; • A mine wastewater treatment plant; • Site access road; • Mine hauling and service roads; and • Mine water management infrastructure, including, ditches, basins, pipelines, and pumping stations. Given that the ore will be processed at North American Lithium (NAL), the site no longer requires a processing facility, nor a tailings storage facility. A preliminary site layout is presented in Figure 15-1 and shows the operational requirements for the site, light and heavy vehicle traffic flows, site access, pit access, water management infrastructure and ore and waste rock stockpiles. Authier Lithium Technical Report Summary – Quebec, Canada 182 Figure 15-1 – Site layout. 15.1 WASTE ROCK STORAGE FACILITY The following standards and regulations were used for the design of the waste rock storage facility (WRSF) and its related water management structures: • Directive 019 specific to the mining industry in Québec; • Metal and Diamond Mining Effluent Regulations (MDMER) in Canada; • Loi sur la sécurité des barrage (The Dam Safety Law applied in Québec) (LSB) and the associated regulation (RSB); • The Dam Safety Guideline produced by the Canadian Dam Association (2007); • Manuel de conception des ponceaux (MTQ, 2004); • Règlement sur la santé et la sécurité du travail dans les mines, Loi sur la santé et la sécurité du travail - Québec (2014) (Québec health and safety regulations); • The Québec and/or the Canadian Legal framework applied to the environment and water sectors.


 
Authier Lithium Technical Report Summary – Quebec, Canada 183 15.1.1 General Project Description The following items were considered when designing the WRSF: • Waste rock is considered metal leaching. For this reason, the pile foundation and cover will be engineered as impervious layers. • Runoff water will be considered potentially contaminated by metals and total suspended solids (TSS). Site water management infrastructure (ditches and basins) will be designed with engineered impervious features. • Ore will not be processed at the Authier site; therefore, no tailings will be produced. • Site inorganic overburden and organic material will be handled inside the limit of the waste rock stockpile footprint. Inorganic overburden will be used as the foundation layer of the impervious structure. For closure, both inorganic overburden and organic material will be progressively used as waste rock stockpile cover. • On the western side of the waste rock pile, two fish habitats have been confirmed. Infrastructure has been located outside these protected habitats. • On the western side, the footprint of the facility will not be expanded over the limits of the La Motte municipality. • At the eastern side, the footprint of the facility cannot be expanded towards the Saint-Mathieu- Berry Esker. The Waste rock stockpile must stay inside the eastern limit of the current footprint. • Water management basins will not be placed directly on top of or in close proximity to the mine open pit crest. 15.1.2 Design Update The waste materials that will be managed at Authier are waste rock, overburden, and organics. The expected LOM tonnages extracted from the mining plan are summarized in Table 15-1. Table 15-1 – Summary of the LOM waste material from Authier pit. Waste type Quantity Waste rock (WR) 63,000,000 t Overburden (OB) 4,609,354 t Organic material (ORG) * 740,646 t * Pit organic layer is assumed at 1 m thickness Authier Lithium Technical Report Summary – Quebec, Canada 184 Results of the geochemical characterization of waste rock concluded: • Waste rock is not acid generating. • A substantial portion of waste rock could be considered metal leaching (approximatively 70%). • Waste rock will not be considered as high-risk level mining waste. It is expected that an average of 30% of the waste rock will be considered inert. However, the current approach is to place all waste rock in the same stockpile. For these reasons, as per Directive 019, level A groundwater protection measures will have to be applied at the foundation of the waste rock stockpile. Based on the available geotechnical and hydrogeological investigation information, the current design assumes that the in-situ soils will not meet Québec Directive 019 requirements. To ensure aquifer protection, a geomembrane impervious structure is required. Furthermore, the facility closure plan should also consider the imperviousness of the stockpile final surface. At this stage of the Project, it is assumed that the pit overburden and organic material will form the cover structure. Material will be placed between 1% to 2% slope grades to ensure proper water drainage at the crest. At the selected location, the waste rock stockpile foundation is characterized by the presence of rock outcrops. Moreover, in different locations, bedrock appears to be close to the surface. To install impervious liners, the foundation will require some preparation. It must include organic stripping, site grading earthworks and a layer of subgrade soil for the geomembrane. Soil cover will also be required as a protection layer for the impervious liner. Geotechnical investigations indicate that pit overburden material could be appropriate to form the geomembrane structure. In summary, overburden and organic material will be used during construction and closure of the WRSF. The designed concepts allow management and storage of all Authier waste materials within the same footprint, as presented in Figure 15-2. Figure 15-2 – Waste rock stockpile cross-section – Overall concept. Authier Lithium Technical Report Summary – Quebec, Canada 185 Material deposition will take place during different phases. A synchronized operation between pit development and waste rock stockpile construction will be implemented. Remaining tonnages will be temporarily stored at the non-developed area of the waste rock stockpile footprint. Waste rock, overburden and organic material production have been extracted from the mining plan and are presented in Table 15-2. Table 15-2 – Authier waste LOM production. Period Waste Material Type Waste Rock Overburden (estimated) Organic Material (estimated) Total (Mt) (Mt) (Mt) (Mt) YR1 0.6 0.53 0.09 1.22 YR2 1.31 0.03 0.01 1.35 YR3 1.01 0.31 0.05 1.37 YR4 0.43 1.31 0.21 1.95 YR5 4.38 0.92 0.15 5.45 YR6 4.26 1.02 0.16 5.44 YR7 5.49 0 0 5.49 YR8 5.49 0 0 5.49 YR9 4.93 0.47 0.07 5.47 YR10 5.44 0.02 0 5.46 YR11 5.47 0 0 5.47 YR12 5.48 0 0 5.48 YR13 4.95 0 0 4.95 YR14 5.04 0 0 5.04 YR15 4.07 0 0 4.07 YR16 1.99 0 0 1.99 YR17 0.86 0 0 0.86 YR18 0.51 0 0 0.51 YR19 0.44 0 0 0.44 YR20 0.38 0 0 0.38 YR21 0.3 0 0 0.3 YR22 0.17 0 0 0.17 Total 63 4.61 0.74 68.35 The waste rock stockpile footprint will be surrounded by four surface drainage ditches. Runoff is collected and directed to two water management basins. Ditches and basins will also consider a geomembrane structure in the design. Optimization of the facility construction and design should be completed in detailed engineering. Authier Lithium Technical Report Summary – Quebec, Canada 186 15.1.3 Design Summary Authier waste rock, overburden and organic materials will be contained in the same storage facility. The design was completed utilizing the following parameters: • Final overall slope angle: 2.5H:1V; • Bench slope angle: to be finalized in detailed engineering; • Bench height: to be finalized in detailed engineering; • Ramp width: 22 m; • Access ramp slope: 10%; • Waste rock placed density: 2.3 t/m³; • Dry overburden placed density: 1.7 t/m³; • Dry organic material placed density: 1.3 t/m³; • The organic layer thickness was assumed to be 1 m, which corresponds to approximately 14% of the total soil excavated; • Facility foundation condition has been established from the most recent geotechnical information collected by BBA in 2020; • The pile has a footprint of approximately 75 ha, and a maximum height of 83 m. The average height is approximately 72 m; • Organic material will be stripped from the waste rock facility foundation and will be further used in the closure plan. The foundation layer thickness is assumed at 30 cm. Table 15-3 summarizes the capacities of waste material to be managed. Table 15-3 – Waste rock storage facility required capacity. Parameter Quantity Overburden quantity 4.61 Mt Overburden volume 2.71 Mm³ Tonnage of pit footprint organic material 0.74 Mt Tonnage of stockpile footprint organic material* 0.38 Mt Organic material volume 0.86 Mm³ Waste rock quantity 63.00 Mt Waste rock volume 27.39 Mm3 Total stockpile capacity 30.96 Mm³ Extracted materials from the pit will be continuously placed on the waste rock stockpile. The construction sequence will require coordination between both pit and stockpile developments. Construction efforts


 
Authier Lithium Technical Report Summary – Quebec, Canada 187 will change every year as per material storage needs. Table 15-4 summarizes the LOM volumetric requirements of the WRSF. Table 15-4 – Waste rock stockpile volumetric LOM requirements. Period Waste Material Type Waste rock Overburden (estimated) Organic Material (estimated) Total (Mm³) (Mm³) (Mm³) (Mm³) (YR1) 0.26 0.31 0.07 0.64 (YR2) 0.57 0.02 0 0.59 (YR3) 0.44 0.18 0.04 0.66 (YR4) 0.19 0.77 0.16 1.12 (YR5) 1.9 0.54 0.11 2.56 (YR6) 1.85 0.6 0.13 2.58 (YR7) 2.39 0 0 2.39 (YR8) 2.39 0 0 2.39 (YR9) 2.14 0.27 0.06 2.47 (YR10) 2.37 0.01 0 2.38 (YR11) 2.38 0 0 2.38 (YR12) 2.38 0 0 2.38 (YR13) 2.15 0 0 2.15 (YR14) 2.19 0 0 2.19 (YR15) 1.77 0 0 1.77 (YR16) 0.87 0 0 0.87 (YR17) 0.37 0 0 0.37 (YR18) 0.22 0 0 0.22 (YR19) 0.19 0 0 0.19 (YR20) 0.17 0 0 0.17 (YR21) 0.13 0 0 0.13 (YR22) 0.07 0 0 0.07 Total 27.39 2.71 0.57 30.67 15.1.4 Stability Analysis for WRSF and Related Infrastructure The following stability analyses have been performed considering different loading conditions. The geotechnical study focuses on the Authier waste rock stockpile and its related water management infrastructure. Figure 15-3 presents the analyzed sections. Stability analysis considers the stockpile and geomembrane structure constituent materials presented in Figure 15-2. Facility foundation stratigraphy was established from the factual data gathered by BBA in 2020 and by Richelieu in 2018. Authier Lithium Technical Report Summary – Quebec, Canada 188 The following areas are identified: • The foundation of the northwest area is mostly silt; • The foundation of the west and south areas is till which mixes with sand and silt; • The foundation of the southeast area is sandy till; • The foundation of the east (northeast) area is loose sand. The properties of foundation soils and waste rock pile were estimated based on available geotechnical reports and typical data collected from literature, as well as several simplifying assumptions (see below). The geotechnical parameters used in this stability analysis are presented in Authier Lithium Technical Report Summary – Quebec, Canada 189 Table 15-5. Figure 15-3 – Critical sections for stability analysis. Authier Lithium Technical Report Summary – Quebec, Canada 190 Table 15-5 – Geotechnical parameters of waste rock stockpile constituent materials. Materials γ (kN/m3) C’ (kPa) Φ’ (˚) Ksat (m/s) Waste rock 22 0 36 1×10-4 Foundation (compact to dense silty sand) 19 0 32 1×10-6 Compacted till 19 0 34 1×10-7 Foundation till 18 0 33 1x10-6 Foundation silt 16.5 0 32 1×10-9 MG56 21 0 35 N/A Organic material 13 0 28 N/A Rip rap 22 0 37 N/A The results of slope stability analysis under different loading conditions are presented in


 
Authier Lithium Technical Report Summary – Quebec, Canada 191 Table 15-6 for both global and local stability. The calculated factors of safety show that the stability of WRSF and basins (BC1 and BC2) in the proposed configurations meets the design criteria specified in the Ministère des Ressources naturelles et des Forêts (MRNF formerly MERN) (2017), and Directive 019 (Ministère du Développement Durable, de l'Environnement et des Parcs(MDDEP), 2012) in the context of this study. Stage construction is recommended in the next design phase, especially if clayey soils are identified later at the site from additional geotechnical investigations. It should also be noted that the validity of various assumptions needs to be confirmed by more detailed geotechnical testing during the detailed engineering phase. The stability of the waste rock pile at Authier has been analyzed in this study, based on some assumptions regarding the geotechnical properties of the foundation soils and waste rock. In total, four critical sections were chosen around the waste rock pile (A-A, B-B, C-C, D-D) and stability analyses were performed under the static and pseudo-static conditions, for both short-term and long-term (Figure 15-3). A geomembrane will be used in different structures to prevent pollutants from migrating to the groundwater. The groundwater table was analyzed in section A-A showing that the groundwater table stays close to the foundation of the pile. The obtained groundwater table was applied as the critical condition in other sections. The modelling and analysis were carried out with several hypotheses. Basin BC2 in section B-B is mostly excavated in bedrock. Authier Lithium Technical Report Summary – Quebec, Canada 192 Table 15-6 – Factor of safety of slope stability analysis. Section Estimated FoS After excavation (local stability) End of construction (Short-term) Long-term Pseudo-static FoSmin = 1.2 FoSmin = 1.3 to 1.5 FoSmin = 1.5 FoSmin = 1.1 Section A-A – Basin BC1 Excavation 1.2 1.7 1.5 Section A-A – Basin BC1 Dyke 1.2 2.2 1.9 Section A-A – WR Stockpile 1.7 1.7 1.6 Section B-B – Basin BC2 Dyke-downstream 1.5 1.3 Section B-B – Basin BC2 Dyke-upstream 1.6 1.5 Section B-B – WR Stockpile 1.8 1.7 1.5 Section C-C 1.8 1.8 1.6 Section D-D 1.9 1.9 1.6 15.1.5 Waste Rock Handling Methodology The handling of waste, overburden and organics is to be conducted using 40t trucks from the pit to the WRSF. 15.2 WATER MANAGEMENT 15.2.1 Water Management Strategy The general water management strategy developed for the Project aims to: • Divert all non-contaminated water off-site (clean water) from undisturbed areas surrounding the site; • Manage water by collecting, draining, conveying, and containing runoff from all sources including: o Surface infrastructure; o Waste rock storage area. • Treat all contaminated water before releasing it into the environment. • Minimize the waste rock footprint to reduce water storage basin requirements. TSS material and nickel leachate are the key contaminants in the water. Removal of these parameters can be achieved by using sedimentation of contact water in ponds for partial TSS removal and by conditioning of the water with the addition of chemicals in order to generate metal hydroxides and to Authier Lithium Technical Report Summary – Quebec, Canada 193 precipitate out metal hydroxides and TSS in filters and/or clarifiers prior to release into the environment. Any other contaminant should be treated using appropriate water treatment processes. 15.2.2 Projected Infrastructure for Water Management The Authier water management infrastructure is composed of two clean water diversion ditches; four contact water collection ditches that surround the waste rock disposal area and other mining areas; two water storage basins (BC1 and BC2); pumping stations and conveyance pipelines and a water treatment plant (WTP). The main infrastructure is shown in Figure 15-4. Figure 15-4 – Watersheds in developed conditions. Authier Lithium Technical Report Summary – Quebec, Canada 194 15.2.3 Design Criteria for Basins and Ditches The environmental flood design criteria for basins are the following: The water management basins must be able to manage a 1,000-year recurrence 24-h rainfall combined with a 100-year recurrence snowmelt, as per Directive 019 (MDDEP), with the water from rainfall being stored and the snowmelt being treated simultaneously as it arrives at the basin. The criteria have been defined given that the waste rock is not acid-generating but considered metal-leachable. Where retained structures are considered in the construction of basins, an emergency spillway and channel must be able to safely discharge the most severe flooding event, i.e., Inflow Design Flood (IDF). This is the Probable Maximum Flood (PMF) as specified in the Directive 019; freeboard requirements are as stipulated by Directive 019 (section 2.9.3.1) and the Canadian Dam Association (CDA) guidelines (section 6.4). It is proposed that dykes be designed to have a freeboard of at least 1.0 m, measured between the impermeable dam crest (elevation of membrane anchor and not that of the running coarse) and the maximum water level during the design for Environmental Design Flood (EDF). The design criteria applying to the ditches of the WRSF are presented below and are based on a design rainfall of a 100-year recurrence as per Directive 019: • Minimum depth 1.0 m; • Minimum base width 1.0 m; • Minimum freeboard m 0.3 m; • Minimum longitudinal slope 0.001 m/m; • Minimum velocity 0.5 m/s; • Lateral slopes are defined according to the natural terrain; • Riprap must be defined according to water velocities. To consider the risks and impacts related to climate change, precipitations used for the design were increased by 18% (see Section 15.2.10). 15.2.4 Watersheds The watersheds have been delineated to perform the design of ditches and basins. Figure 15-4 and Figure 15-5 show the watersheds of the mine site in natural (undeveloped) and developed conditions. Topographic information was gathered from Données Québec which gives access to LiDAR information at a resolution of 1 m.


 
Authier Lithium Technical Report Summary – Quebec, Canada 195 Figure 15-5 – Watersheds in undeveloped conditions for the Project area. 15.2.5 Operational Water Balance and Flux Diagrams An operational water balance was performed for the different hydrological conditions. The following parameters were considered: • Total annual precipitations are 903 mm with 651 mm of rainfall and 253 mm of snowfall (SNC Lavalin, 2018); • It is assumed that the snowmelt occurs from mid-April to mid-May; • The total annual lake evaporation is 460 mm (SNC-Lavalin, 2018); • The potential evapotranspiration (ETP) is 364 mm (SNC-Lavalin, 2018). It is assumed that the stockpile and the mine pit have respective rates of 70% and 50% of the ETP; • It is assumed that the ice cover of the basins is 1 m thick and forms from mid-December to mid- April; Authier Lithium Technical Report Summary – Quebec, Canada 196 • The groundwater infiltration rate into the mine pit is 108 m³/h (SNC-Lavalin, 2018). The resulting flow diagram and the main outcomes of the water balance are presented in Table 15-7 and Figure 15-6. Table 15-7 – Main outputs of the operational water balance. Parameter Hydrological condition Normal Dry Wet Value (m³) Value (m³) Value (m³) Input 1,610,476 1,312,966 1,746,761 Underground water 946,080 946,080 946,080 Hydrological losses 441,483 412,832 463,262 Yearly volume of water released to the effluent 2,115,073 1,846,213 2,229,579 Authier Lithium Technical Report Summary – Quebec, Canada 197 Figure 15-6 – LOM water balance for normal precipitation. Authier Lithium Technical Report Summary – Quebec, Canada 198 15.2.6 Basins Sizing and Design Based on the design criteria (Directive 019), and the water management approach previously described, the environmental design flood was established. Two basins, BC1 and BC2 will be required to manage Authier contact water. BC1 and BC2 require a storage capacity of 53,270 m³ and 114,034 m³ respectively, with both basins impervious. A geomembrane liner has been considered at this stage of the Project. Basin capacity has taken into consideration the operation of a water treatment plant having a capacity of 0.18 m³/s. Basin volumes will be attained partially through excavation and partially through the construction of dams. Dam height has been limited to roughly 4.0 m. Table 15-8 provides crest elevations for each basin as well as the elevations for each associated spillway. Table 15-8 – Crest elevations. Basin designation Basin volume (m3) Crest elevation (m) Spillway elevation (m) Freeboard (m) BC1 53,270 330 328 1.5 BC2 114,034 338.5 337 1 15.2.7 Design of the Ditches Four main ditches are designed to manage surface water from the waste rock stockpile facility. Two diches drain towards basin BC1 (BC1A, BC1B) and the other two towards BC2 (BC2A, BC2B). These ditches will also be lined with a geomembrane. Two deviation ditches are considered; they are located north and east of the WRSF. A trapezoidal transversal cross-section was considered for hydraulic calculations. Dimensions vary depending on the chainage station of each ditch section. Table 15-9 summarizes waste rock stockpile ditches dimensioning.


 
Authier Lithium Technical Report Summary – Quebec, Canada 199 Table 15-9 – Typical Cross-section to be used for the mine site ditches. Ditch ID Length Discharge Roughness coefficient Base Lateral slope Water depth Velocity Total width depth (1) [m] [m3/s] [s/m1/3] [m] [H:1V] [m] [m/s] [m] BC1A 979.2 5.08 0.04 1.0 2 0.9 2.3 1.0 – 1.5 BC1B 228.4 1.16 0.04 1.0 2 0.4 2.3 1.0 BC2A 2,056.7 9.25 0.04 1.0 - 3.5 2 1.67 2.04 1.0 – 2.0 BC2B 77.5 1.06 0.04 1.0 2 0.41 1.42 1.0 15.2.8 Pumping Systems At least three major pumping stations are required over the life of the Project. One to transfer water from BC1 to BC2, one for pumping water from BC2 to the treatment plant, and a dewatering pumping system is to be installed in the pit to basin BC2. Detailed design of the pumping stations will be done in the next stage of the Project. Pumping lines and requirements are summarized in Table 15-10. Table 15-10 – Pumping system and lines. Pumping System Pumping requirement (m³/s) Pumping Line Length (m) Pit 0.18 1,610 BC1 0.18 350 BC2 0.18 60 15.2.9 Wastewater Treatment Waste rock from the Authier mine is non-acid generating, but is classified as metal-leaching; as such, in addition to conventional sedimentation within the designed ponds for TSS removal, a physico-chemical treatment approach will be required for treatment of metals. The cost estimates provided for the facility have been derived from wastewater treatment facilities from similar projects. The required treatment capacity has been estimated to 0.18 m3/s (650 m3/h). Authier Lithium Technical Report Summary – Quebec, Canada 200 15.2.10 Assessment of the Risk of Climate Change In general, consequences of climate change are a new risk that needs to be addressed in water management plans and for the design of the water management infrastructures, e.g., basins and ditches. Mitigation measures and adaptation measures must be considered. For the Authier Lithium project, the risk was analyzed based on available scientific data including recommendations put forward by the OURANOS consortium for the province of Québec. According to the simulations performed by OURANOS (https://www.ouranos.ca/climate-portraits/#/) for the Abitibi region, assuming Val-d’Or as a reference station, the projections (2041-2070 horizons) of climate change in terms of temperature increase and precipitation are based on a ‘high level of greenhouse gas emissions’ scenario (50th percentile) and shown in Table 15-11. Table 15-11 – OURANOS Projections for temperature and precipitation. Seasons Temperature Precipitations Actual average value Projected Variation Actual average value Projected Variation Projected Variation (° C) (°C) (mm) (mm) (%) Annual 2,0 +3,2 900 85 9 Winter -14,0 +3,8 161 30 19 Spring 1,4 +2,6 188 32 17 Summer 16,3 +3,1 295 -5 -17 Autumn 4,2 +2,9 261 25 10 For the Authier Lithium project, the design for water collecting ditches has assumed an increase by 18% of the Intensity Duration-Frequency values that are available for the Amos weather station (Environment Canada). Also, to manage the risk, the mine pit was considered as a buffer in case of an extreme precipitation event beyond the design criteria. It is understood that during extreme events the mining operations will be temporarily stopped. Authier Lithium Technical Report Summary – Quebec, Canada 201 15.3 ACCESS ROADS ON/OFF AND ROM PADS 15.3.11 Site Preparation and Pads General site preparation will consist of clearing, grubbing, topsoil and overburden removal, rock excavation, backfilling and surface leveling for all site infrastructures. Access and hauling roads were designed based on project requirements and additional project constraints provided by Sayona. Clearing and grubbing will be completed in and around all infrastructure areas. Topsoil and overburden will be removed to provide a stable sub-base for roads and pads. A general overview of the Authier site can be found in the general arrangement plan in Figure 15-1. Site drainage will be achieved with the excavation of drainage ditches at the extremity of the infrastructure pads and on the side of the roads. A frost depth of 2.8 m is considered for building foundations not sitting on bedrock and for the underground piping network. The mine industrial area (MIA) will consist of granular pads to accommodate the structures identified in Section 15.1.1. The site entrance is located on Chemin des Pêcheurs to the east of the Property. The main access road has a total width of 20 m and is approximately 440 m long to the ROM loadout area. From this point to the mining infrastructure pad, the road transforms into a hauling road for about 1,300 m. For this portion of the road, an additional service road for regular vehicle transit is considered. The mine operations site access is controlled by an access gate located approximately at the intersection with the Chemin Preissac. On-site roads consist primarily of heavy-duty traffic haul roads for access between the mine operations pad, the waste rock stockpile, and the open pit. The total width of the haul roads is 20 m. A 770 m long and 7 m wide light-vehicle traffic service road also traverses from the mine operations pad to the explosives magazine. If required, additional traffic gates may be installed at strategic points to control traffic circulation for safety issues. They will temporarily prevent traffic from entering the Property or leaving the industrial site. Traffic gates will be closed prior to blasting and standard operating procedures will be developed to sweep the road. Vehicular traffic is to be kept at least 300 m from the pit during blasting or otherwise managed. All roads and circulation areas are defined based on standard engineering practices and designed according to the subgrade conditions and the different vehicle load types. Factual geotechnical data indicate that roads and pads will be mainly built over soils composed by silt and sand and, in some areas, over rock outcrops. Authier Lithium Technical Report Summary – Quebec, Canada 202 15.3.12 Haul Roads Heavy vehicle (HV) haul roads have been designed to provide access to the active pit, the waste rock stockpile area, the ore stockpile laydown pad, and the MIA. These are two-way roads, 20 m wide, with a geometry accommodating mining haul trucks. Light vehicles (LV) provide access to the pit and ROM dump area and will share the HV haul roads along with the heavy vehicles. Driving and communication standard operating procedures will be developed to manage HV / LV interaction on HV haul roads. 15.3.13 Internal LV Roads and Car Parking Internal LV roads will be constructed prior to the commencement of operations. Two-way LV roads will be constructed with a 7 m wide gravel surface. One LV car park, for 20 vehicles, will be provided adjacent to the administration building at the mine operations pad. The explosive magazine storage area will only be accessible via the main hauling road, 770 m from the security gate. It consists of a single-lane road suitable for LV traffic. 15.4 ELECTRICAL POWER SUPPLY AND DISTRIBUTION The expected power demand for the Project is approximately 3 MW. For this amount of power, the local utility company, Hydro-Québec, will deliver the power directly at 600 V. Hydro-Québec will need to extend an existing 25 kV power line, located approximately five kilometers away, to the southeast of the site, and perform upgrades on a portion of the existing line so it can deliver the required three-phase power. At the Authier site, the 25 kV will be stepped down to 600 V through a pad-mount transformer. For such a 600 V service entrance, Hydro-Québec supplies and installs all that is required at 25 kV as well as the step-down transformer. The Project will provide and install the required civil infrastructures to install the transformer and cabling according to Hydro-Québec requirements. On-site, near the step-down transformer, a prefabricated electrical room will house the 600 V switchboard which will be the source of all main 600 V feeders to the different site loads: truck shop, water treatment plant, offices, main gate, etc. This switchboard will be sized for more than the original expected power


 
Authier Lithium Technical Report Summary – Quebec, Canada 203 demand to simplify the addition of potential future loads. The site power distribution will be done mainly using cables in trays or buried underground. 15.5 WATER SUPPLY 15.5.1 Raw Water Raw water will be untreated and used for washrooms and emergency showers. It is proposed to be supplied either from site-treated effluent or from one or two well(s) located on-site. Raw water will be pumped directly to a reservoir and then distributed to the various buildings for use via underground PVC piping installed below frost depth. Potable water will be distributed in bottles to the administrative building and the MIA. 15.5.2 Fire Water Fire water for the mine site will be drawn, initially, from the freshwater tank located on the mine infrastructure pad; if more supply is needed then BC2 basin will be used. The fire water pumping system will consist of both an electric delivery pump, to supply firefighting water to buildings throughout the mine site at the required pressure and flows, and a diesel driven electric start pump that will start in the event that power is unavailable to the electric pump, or it fails to start within a set time of a fire demand being registered. An electric “jockey” pump will be used to maintain pressure in the fire mains. The maximum fire water requirement has been estimated at 268 m³/h over a 2-hour period, with full replenishment required within 8 h. Water will be supplied to the freshwater tank from BC2 basin. Fire water will be distributed from the tank to the administrative building and the MIA via underground PVC piping installed below frost depth. 15.5.3 Sewage Sewage and domestic wastewater generated in the occupied areas of the MIA will be collected in underground PVC piping installed below frost depth and directed to a central collection tank located to the west of the administration building. Effluent from the collection tank will be discharged into a buried disposal field. Solid waste from the collection tank will be collected on a regular basis by a local cartage contractor and disposed of at a local authority sewage treatment farm. Authier Lithium Technical Report Summary – Quebec, Canada 204 15.6 CONSTRUCTION MATERIALS 15.6.1 Fuel, Lube and Oil Storage Facility An external bunded fuel facility will hold two x 50,000 L diesel storage tanks, a 10,000 L gasoline storage tank as well as bulk lubricant and coolant supplies, which will be moved into the maintenance workshop as required. All tanks and piping will be of steel construction. The diesel supply will be fitted with high flow reticulation to the HV refueling bay and both diesel and gasoline with low flow reticulation to a LV fuel dispenser. These quantities are deemed sufficient for more than a week of supply at peak operations. A dedicated, self-bunded, semi-trailer sized bay will be provided for fuel and bulk lube deliveries. A fuel truck will be used for fueling track-mounted equipment. 15.6.2 Explosives Magazine One explosives magazine will be brought on-site by the explosives provider. The magazine will house priming explosives, such as caps and detonating cords. A small number of explosives and boosters will be delivered direct to site as part of contract mining operations. The magazine will be strategically located in a fenced and gated area on the southwest corner of the Property to meet provincial and federal explosives regulations. A gravel road from the MIA will be built to access this area. As the proposed main supplier of explosives is near the mine, the magazine capacity will be kept at a minimum. 15.7 COMMUNICATIONS A factored allowance was made in this study for a site-wide communications system. No details have been developed around its components or implementation. Cell phone coverage is currently available at site. A site-wide radio system will be installed for the mining operation and emergency response. 15.8 SECURITY AND ACCESS POINT A guard house and gate will be erected at the entrance to the mine site, along the main access road. This area may also be the site of the weigh station, which will weigh incoming and outgoing ore transport trucks. The guard house will be a serviced, prefabricated building, similar in construction to a mobile home. Authier Lithium Technical Report Summary – Quebec, Canada 205 15.9 ON-SITE INFRASTRUCTURE 15.9.1 Temporary Construction Management Facility At early stages of the Project, an area of approximately 1 ha will be provided for the establishment of a construction management building and car park. Construction facilities will be a pre-engineered, re- locatable type of structure with temporary services (tank and pump for potable water delivered from off- site, self-contained wastewater collection facility for pump out and disposal off-site, temporary communications facility and temporary one-phase power line for construction power). Construction contractors for MIA buildings and services will be required to supply similar facilities for their management purposes and workforce requirements. At the completion of construction, these facilities will be reallocated to the operations and any disturbed area should be rehabilitated in accordance with the site environmental requirements. 15.9.2 Offsite Infrastructure The site will be accessed starting from Road 109, then the Chemin de Preissac and finally the Chemin de la Sablière. A 170 m road will be constructed between Chemin de la Sablière and the entrance of the mine site on Route du Nickel. Route du Nickel will be closed from the entrance of the mine site to the junction of Chemin de Preissac as the current road is located within the footprint of the open pit mine. 15.9.3 General Earthworks The ROM loadout area and mine operations pad (including ancillary buildings and car park) are approximately 0.86 ha and 1.94 ha in size, respectively. The water treatment plant area is approximately 0.74 ha. At the commencement of construction, these areas will be cleared of vegetation and topsoil and graded. Pad peripheral surface water management ditches, where required, will be built. Drain water will be directed to site collection ponds. All trafficked areas (pads) will be designed with gravel pavements suitable for the foundation soils and the classes of vehicles using them. Sand and gravel backfill will be fabricated from rock excavations performed while building basins BC1 and BC2. This material will be placed and compacted to establish the required mine pads. Similarly, in-situ fabricated sand and gravel material will be used for construction of all site roads. Authier Lithium Technical Report Summary – Quebec, Canada 206 15.9.4 General, Green and Regulated Waste Mine site waste including general, green, and regulated waste will be collected, recycled where applicable and disposed of according to its type. Domestic and general waste will be disposed of by licensed contractors, most likely at a local authority operated facility. Green waste will be recycled and utilized in regeneration works, where practicable and feasible. Regulated waste will be disposed of by licensed contractors, as per statutory requirements. 15.9.5 Ore Transportation The ore will be transported from Authier to NAL by four-axle trucks and four-axle trailers with lateral. The capacity of each truck is 38 tonnes. The use of four-axle trailers will respect the Ministry of Transportation and Sustainable Mobility regulations for transport during the thaw period. 15.9.6 Administration Facility The proposed administration building will be located within the mine industrial pad and will be a light construction modular building with steel cladding and roofing. This building will be sized for a workforce of ten people and includes offices for staff, a first aid room, washrooms (M/F), communications and storeroom, dining room, and meeting rooms. The building will be compliant with the relevant Québec and Canadian Building Codes. A dry room will be annexed to the administration building. Part of the administration building could be built as part of the early works program and will serve as the construction office during the construction period.


 
Authier Lithium Technical Report Summary – Quebec, Canada 207 16 MARKET STUDIES AND CONTRACTS Portions of this section have been adapted from the “Lithium Forecast Report” prepared by Benchmark Materials for Sayona Quebec dated Quarter 2, 2024. The author believes that the information in this study is still relevant for this report. 16.1 MARKET BALANCE Lithium prices declined sharply in 2023, due to a combination of lower than expected EV sales, build-up of in-process inventories and rising supply, which created an oversupplied market. Furthermore, macroeconomic factors such as persistent inflation in several major economies and lower end-consumer confidence, fueled a negative sentiment in the market. In 2024, prices levelled off during the first half of the year. However, oversupply in China has been exerting continued downward pressure on prices. Forecast higher demand in the second half of the year, particularly in Q3, will establish support levels for prices. Overall, supply is projected to grow by 24% in 2024, while demand is expected to grow at a faster pace of 31% thereby creating a nearly-balanced market for the year. In 2025, prices are expected to remain subdued as an oversupplied market emerges from increasing supply in several countries. Although demand is projected to grow by approximately 23% in 2025, this increase will not be sufficient to counterbalance supply growth of nearly 32%, resulting in an oversupplied market of 121kt LCE. Electric vehicle (EV) sales in 2025 are anticipated to surpass the 23 million units mark for the first time, reflecting 27% year-on-year growth and representing nearly 5 million additional vehicles sold. As shown in Figure 16-1, the lithium market is projected to enter a deficit from 2030 onwards. From this point onwards there is an ever-growing deficit which will lead to either demand destruction or yet-to-be identified new supply coming online to bridge the supply gap. Authier Lithium Technical Report Summary – Quebec, Canada 208 Figure 16-1 – Lithium market balance forecast 2026 - 2040 It is forecast that the emerging deficit will push up lithium carbonate prices to a peak level in 2030 before prices retreat to the long-term incentive price by 2034. These prices will be sufficient to incentivize new supply to catch up with demand. 16.2 DEMAND FORECAST Global lithium demand is forecast to increase from 877kt LCE in 2023 to 1,147kt LCE in 2024. The largest growth in lithium demand is expected to come from EVs, with demand from this sector expected to grow by 32% to 788 kt LCE in 2024. There has been a large shift in the source of the battery-related lithium demand. In 2015, portables made up the largest share with 54% of the market demand, 34kt LCE. Over the last few years, this has shifted from 22% in 2020 to an expected 5% battery-related market share in 2024. EVs now have the majority share of lithium battery demand, and total lithium demand. In 2024 it is expected that they will have a 79% market share of lithium battery demand. This is up from 44% in 2015, and 73% in 2020. Glass & ceramics are expected to have the largest share of industrial lithium demand. Adding lithium lowers the melting point of the glass and can allow for the conservation of energy usage. It can also increase ceramic body strength and is used in glazes to brighten the color. The grade of lithium needed for industry is lower than that for batteries, being ~99% with battery grade tending to be >99.5% for lithium carbonate. Authier Lithium Technical Report Summary – Quebec, Canada 209 Lithium demand is projected to reach 2.8 Mt LCE by 2030, representing a substantial increase of 172% (approximately 1.75Mt LCE) from 2024 levels. The primary catalyst for this growth is the burgeoning battery demand, driven by larger battery pack sizes and a significant rise in EV sales. This shift is markedly increasing the market share of batteries compared to industrial demand. In 2020, battery demand constituted around 60% of total lithium demand. This dominance is anticipated to rise to 85% by 2024 and further to 95% from 2035 onwards. The penetration rate of electric vehicles is expected to accelerate significantly, growing from 22% in 2024 to nearly 49% by 2030. Looking further ahead, the EV penetration rate is forecasted to surpass three- quarters of the global total by 2040, with over 81 million vehicles sold, compared to 18 million this year. Despite lower-than-expected demand, EV sales this year are projected to rise by 4 million units compared to 2023. For 2025, a 31% increase in demand compared to 2024 is forecast. Consequently, a compound annual growth rate (CAGR) of 11% in lithium demand from 2024 to 2040 is forecasted. In addition to EVs, the Energy Storage System (ESS) sector is also expected to drive significant demand for lithium. This sector is forecast to more than double by 2030, although it will still only account for approximately 12% of total battery demand. 16.3 SUPPLY FORECAST In 2024, global lithium supply is expected to surpass 1 million tonnes LCE for the first time, with a forecast of 1.2Mt LCE in 2024. In 2024, 10 new projects and 7 expansions are forecast to come online, with total supply rising by 228kt LCE. The majority of new supply is expected to be from hard rock sources. Sinomine’s Bikita project is expected to have the largest growth in terms of LCE tonnage from 2023 – 2024. The project had a petalite expansion and spodumene line come online in 2023. Bikita’s production is forecast to be 66.5kt LCE in 2026, thereby making it Africa’s largest lithium-producing mine. In 2024, an expansion project at the Huaqiao Dagang Porcelain lepidolite mine will add 25kt LCE to annual production. The project is expected to produce 50kt LCE by 2027. Sigma’s Grota do Cirlio spodumene project in Brazil, is expected to ramp up in 2024 after starting operations in 2023. This project is forecasted to have its Phase 2 expansion operational by 2026, adding 67kt LCE of capacity. Zhejiang Huayou’s Arcadia project started operating in 2023 and is expected to ramp up to full production by 2027 to 45kt LCE. Arcadia is forecasted to be Zimbabwe’s second-largest-producing lithium mine in 2024, after Bikita. Authier Lithium Technical Report Summary – Quebec, Canada 210 SQM’s Salar de Atacama, the second biggest lithium operation in the world after Greenbushes, is expected to increase output by 20kt LCE this year. In China, brine operations are concentrated in Qinghai province, with a few direct lithium extraction (DLE) projects under development in Tibet. Lithium chemical supply from brine is expected to grow from 100kt in 2024 to 193 kt LCE in 2028, accounting for 36% of total lithium supply from China. Chinese producers have long relied on imported minerals, but domestic mined production is growing to meet the conversion demand. Overall mineral supply is forecast to reach 341kt LCE in 2028, representing a 139% increase from 2024. By 2028, mica production is expected to contribute 46% to the domestic lithium supply in China. 16.4 PRODUCT PRICING In 2021 Sayona Quebec and Piedmont Lithium entered into an offtake agreement where Piedmont holds the right to purchase the greater of 50% of spodumene concentrate for 113,000 tpa from North American Lithium at a floor price of $500 /t and a ceiling price of $900 /t (6.0% Li2O equivalent). For purposes of financial modeling and the Technical Report Summary sales from 2023 to 2026 are based on the greater of 113 kt of spodumene concentrate or 50% of spodumene concentrate sales at the Piedmont Lithium contract price and the remaining concentrate sales at BMI Q4 2024 spodumene market prices. From 2027 onwards, the entire concentrate sales are settled at BMI Q4 2024 spodumene market prices, given the ongoing efforts and high confidence in restructuring the current contract with Piedmont. In the event that the current offtake agreement continues past 2027, the operation generates substantial cashflows and a post-tax NPV (8%) of approximately CA$780m. For the contracted volume to Piedmont Lithium, a price of $810 USD/t (from the reference of $900 USD/t @ 6.0% Li2O to adjusted value of $810 USD/t assuming 5.4% Li2O and applied 10% price discount) assumed over 2023-26, while the remainder of the concentrate production uses market prices. From 2027 and beyond, Sayona Quebec is reverting back to market prices for the entire production as it seeks to pursue a lithium transformation project on-site, leveraging prior investments, in line with its commitments with the Government of Québec related to its acquisition of NAL. Forecast lithium product sale prices calculated by BMI are shown in Figure 16-2The average sale price of 6% spodumene concentrate is approximately US$1,860/t between 2026 and 2040.


 
Authier Lithium Technical Report Summary – Quebec, Canada 211 Figure 16-2 – Lithium products price forecast 2026-2040 16.5 CONTRACT SALES Piedmont entered into a purchase agreement with Sayona Québec for the purchase of 50% of the production or 113,000 t (dry) of spodumene concentrate per year, containing 6.0% Li2O grade with less than 1.5% Fe2O3 (dry basis) and less than 12.0% total moisture. With regards to the remaining spodumene volume projected at 113,000 t (dry), Sayona Québec is currently exploring the most advantageous commercial options to commercialize its share of the spodumene production. 16.6 PACKAGING AND TRANSPORTATION Spodumene concentrate is bulked transported by truck from the NAL mill to a rail trans boarding facility in Val-d’Or were concentrate is transferred into mineral covered railcar gondolas and then shipped on CN’s mainline to the Québec City port. The total LOM transport and logistics costs are at $133.92 CAD/t transported (wet basis). Authier Lithium Technical Report Summary – Quebec, Canada 212 16.7 RISKS AND UNCERTAINTIES It is anticipated that starting in 2030, lithium supply is projected to fall short of demand. Authier Lithium Technical Report Summary – Quebec, Canada 213 17 ENVIRONMENTAL STUDIES, PERMITTING, SOCIAL OR COMMUNITY IMPACTS 17.1 ENVIRONMENTAL BASELINE AND IMPACT STUDIES 17.1.1 Environmental Baseline Environmental baseline studies including literature review, field works, and laboratory analysis were conducted in 2012, and from 2017 to 2022, by Sayona Quebec and the previous owner. 17.1.2 Topography The topography of the Authier Property is relatively flat. The average elevation is 350 m, varying from 320 m to 390 m. On a regional scale, the crest of the Esker of St-Mathieu-Berry overhangs the surrounding ground by approximately 50 m to 60 m, with a general down slope in a north direction except for its southern extension, just north of the mining property, which has a down slope in a south, southwest, and southeast direction. 17.1.3 Local Geomorphology The three main geological features are small and large bedrock outcrops, the Esker of St-Mathieu-Berry, and glacial lacustrine sediments. Outcrops represent approximately 5% of the area. However, over this, the bedrock is only covered by a thin layer of soil in one third of the Northern claims. The Esker of St-Mathieu-Berry is made up of glaciofluvial sand and gravel with a core of gravel and pebbles, deposited directly over the bedrock. It has a cross-section form of a bell and of a longitudinal crest extending over 25 km on a south-to-north orientation, with its southern limit starting in the northeast corner of the Property. The crest of the Esker of St-Mathieu-Berry overhangs the surrounding ground by 20 m to 30 m. Sand and gravel pits are exploited both in the northern and in the southern portions of the esker. The thick basal till, observed in the southwest corner of the Property, is described as continuous with an average thickness over 1 m and a content of less than 30% of fine particles (silt and clay). The location of the Esker of St-Mathieu-Berry is clearly visible in Figure 17-1, which shows a height lit plot of the terrain around the 24 Authier leases. Authier Lithium Technical Report Summary – Quebec, Canada 214 Figure 17-1 – Surrounding Terrain Height Lit by Elevation A total of ten water wells are located within a radius of 5 km from the center of the pit with the closest well located at 3 km. The overburden thickness varies regionally (radius of 5 km) with an average of 8.8 m (Richelieu Hydrogéologie, 2018).


 
Authier Lithium Technical Report Summary – Quebec, Canada 215 17.1.4 Soils Quality Soils quality studies were carried out in 2017, 2018, 2019 and 2020. All samples did not show indication of potential contamination on the Property for polycyclic aromatic hydrocarbon (PAH), hydrocarbons, and metals. 17.1.5 Hydrology The Authier Project is close to the water division of two important watersheds that divide the province of Québec: the Harricana River which reports to James Bay, and the Kinojevis River which reports to the St- Lawrence River. The Authier Project is located in the Kinojevis watershed. The Authier Property is located on Kapitagama Lake sub-watershed and Croteau Lake sub-watershed. There are no significant bodies of water or streams close to the future mine site, other than small streams and ponds. A hydrogeological study conducted in 2016 and 2017 included the installation of 27 observation wells (piezometers), groundwater sampling campaigns, the achievement of variable head permeability tests and tracer profile testing as well as groundwater level surveys. 17.1.6 Underground Water Quality From 2017 to 2022, 27 wells were sampled and analyzed for a variety of parameters including metals, nutrients, major anions and cations, volatile compounds, polycyclic aromatic hydrocarbons and C10-C50 petroleum hydrocarbons. Some aluminum, manganese and mercury concentrations exceeded drinking water standards. Criteria for the protection of aquatic life were also exceeded for copper, mercury, and zinc. 17.1.7 Surface Water Quality Surface water was sampled between 2017 and 2019 in five locations - the four stations in the core study area and one outside the extended study area, along the mainstream draining the core study area. Some exceedances of criteria for protection of aquatic life were observed for aluminum, iron, copper, manganese, lead, and nickel. Authier Lithium Technical Report Summary – Quebec, Canada 216 17.1.8 Sediments Sedimentation characterization was carried out between 2018 and 2020. Although several metal concentrations exceeded criteria in the two lakes under study, all the concentrations analyzed fall within the range of concentrations making up the geochemical background of sediments. 17.1.9 Vegetation and Wetlands Field surveys were carried out in 2012, 2017, 2019 and 2020. Terrestrial vegetation consists mainly of mixed and coniferous forest stands. Hardwood stands are scarce. Together, forest areas cover more than 80% of the study area. It should be noted that a significant portion of the study area has been totally or partially cut. Stands of fir and white spruce, mixed with white birch, dominate the forest landscape of the site. Other sites are occupied by black spruce, jack pine and larch, often in the company of white birch or trembling aspen. Wetlands were characterized between 2017 and 2020. Bogs and swamps are the main wetland classes characterized during the field surveys. Some bogs were located near the Project area, however these did not reveal any major particularities. Some low ecological value wetlands are located inside the limit of the open-pit and the waste rock dump areas. 17.1.10 Terrestrial and Avian Fauna Field inventory for snakes, salamanders and anurans was carried out in 2017 and 2018. Bird surveys were conducted in 2017 and 2019. A bat inventory was also completed in 2017. Finally, a small mammal and rodent inventory was conducted in 2017. No herpetofauna and no small mammal species at risk were observed. Three of the four bat species observed are at risk and are described hereafter. A total of 66 bird species were observed during the inventories. Nesting was confirmed for two species (Sharp-tailed Grouse and Cedar Waxwing). Species at risk observed are described hereafter. Authier Lithium Technical Report Summary – Quebec, Canada 217 17.1.11 Fish and Fish Habitat Fish and fish habitats surveys were carried out in 2017 and 2019 on nine streams. Fish habitats have been observed for streams located at the open-pit location, downstream from the open-pit location, northwest of the waste rock dump location and downstream from the expected effluent discharge point. Results indicated that spawning and nursery/foraging habitats are of low quality in streams of the core study area due to, among other things, physicochemical conditions. Only one fish species was captured, the Brook Stickleback. 17.1.12 Benthic Community The benthic community of the different stations sampled in 2012 is mostly composed of nematodes, annelids, insect larvae and mollusks. Results show between 4 and 34 different species with a variation of the number following the sampling stations. 17.1.13 Endangered Wildlife The Centre de Données sur le Patrimoine Naturel du Québec (CDPNQ) and Committee on the Status of Endangered Wildlife in Canada (COSEWIC) databases were consulted to identify any endangered species potentially present on the Property. It is important to mention that the absence of a species from a database or a field survey does not mean that the species is absent from the area of interest. Three at risk bat species were observed in the study area. The Hoary and Silver-haired bats are likely to be designated threatened or vulnerable in Québec (MFFP, 2019). They have no status at the federal level. The Little Brown bat is considered endangered and is listed in Appendix 1 of the Species at Risk Act in Canada. 17.2 MONITORING PROGRAM During the mining operations, a monitoring program will be implemented with instrumentation (e.g., groundwater monitoring wells, surface water monitoring stations, etc.) installed. The environmental monitoring program aims to ensure compliance with the environmental laws and regulations, conditions of the various permits and commitments that Sayona has made during the various meetings with stakeholders and public consultations. The monitoring program will be used to continue the environmental monitoring of the site after its rehabilitation and closure. Authier Lithium Technical Report Summary – Quebec, Canada 218 17.2.1 Groundwater Monitoring Piezometers have been installed on the site and monitoring of groundwater quality has been undertaken since 2017. Some piezometers are equipped with water level probes and measurements are done continuously. This monitoring will continue during construction, operation and after the closure of the site. Piezometers will be added before construction outside the affected areas, as many of the piezometers currently installed will have to be destroyed (i.e., footprint of the open-pit or the waste rock dump). 17.2.2 Effluent Monitoring The monitoring of the final effluent will comply with the requirements of Directive 019 on the mining industry and the requirements of the Metal and Diamond Mining Effluent Regulation. Monitoring will be carried out as soon as the final effluent is discharged and will continue for five years after closure. 17.2.3 Environmental Effects Monitoring Program Only the federal government requires monitoring of the biological environment, which is a requirement of the Metal and Diamond Mining Effluent Regulation (MMER). The Metal Mining Environmental Effects Monitoring Program includes characterization of effluents (including toxicity testing), and receiving environment (fish, fish tissues, benthos, sediments). 17.3 WASTE ROCK, ORE, AND WATER MANAGEMENT Waste rock, ore and water management are presented in Chapter 15 (Project Infrastructure). Only geochemical characterizations and their results are presented hereafter. Geochemical studies allow the classification of waste rock, ore, and tailings according to provincial authority’s regulations standard for acid rock drainage potential (ARD) and metal leaching potential and identify any chemical that could potentially affect the surface or groundwater quality. Several studies of the mineralogy and environmental risk classification of waste rocks have been caried out from 2017 to 2021 and concluded that acid mine drainage is unlikely to occur in the waste stockpile and the temporary ore pile, but there is a potential for nickel leaching.


 
Authier Lithium Technical Report Summary – Quebec, Canada 219 17.3.1 Preliminary Geochemical Characterization Sayona conducted a preliminary geochemical characterization study of ore, waste rock and tailings samples in 2017 (Lamont, 2017). A total of 3 ore samples and 52 waste rock samples were collected and tested. These samples were selected based on geological cross-sections through the deposit to ensure the selected samples represent the vertical and spatial variability of the lithological rock units. The main conclusions of the preliminary geochemical characterization were: • All waste rock types and ore are not potentially ARD generating; • Ore is not “leachable” as per Directive 019 classification; • Main waste rock lithologies are “leachable” as per Directive 019 classification. Metal leaching is especially important for nickel. 17.3.2 Kinetic Geochemical Characterization Kinetic testing was carried out by CTRI in 2019-2020. Kinetic testing has been carried out on four composite samples using humidity cells, columns, and on-field barrels procedures. The kinetic tests, especially the barrels, showed that waste rock is not ARD, but nickel leaching is significant. Storage of leachable mining residues (including waste rock) require Level A sealing measures (e.g., geomembrane) for the protection of groundwater (Figure 17-2). Authier Lithium Technical Report Summary – Quebec, Canada 220 Figure 17-2 – Decision flowsheet to determine the level of required protective measures (translation of Figure 2.3 of Directive 019, March 2012 version). Authier Lithium Technical Report Summary – Quebec, Canada 221 17.3.3 Complementary Geochemical Studies In order to document the feasibility of segregation of waste rock as “leachable” and “non leachable”, various studies have been carried out: • Analysis of 611 waste rock samples for total metals and sulfur contents; • 3-D modelling of the nickel and sulfur distribution in the orebody; • Comprehensive mineralogical studies of ten samples with different characteristics (nickel content, sulfur content, etc.) targeting nickel speciation; • Static leaching tests on comprehensive mineralogical samples. • The main conclusion of these studies was that segregation is not possible because: o Nickel and sulfur in significant contents are not located in specific zones of the orebody; o Nickel is contained in both silicates and sulfides; o No relation has been observed between nickel leaching rates and nickel contents or sulfur contents. 17.3.4 Prediction of Water Quality Based on results from preliminary geochemical study and kinetic testing geochemical study, (MDAG, 2021) has produced a modelling of the quality of the water percolating through the waste rock pile and the water from open-pit dewatering. The predicted values will be used for wastewater treatment designs and installations. 17.4 PROJECT PERMITTING 17.4.1 Provincial Requirements In accordance with Québec’s Mining Act and Environmental Quality Act, permits are required in order to build and operate a mine. A mining lease is required from the Ministère des Ressources naturelles et des Forêts (MRNF), formerly MERN. From a federal perspective, no Environmental Impact Assessment (EIA) is required as long as none of the physical activities (SOR/2012-147) would trigger the federal process. Furthermore, other permits and authorizations may be required in connection with the mining activities. Authier Lithium Technical Report Summary – Quebec, Canada 222 17.4.1.1 Mining Lease The mining lease is required to extract ore under the Mining Act. The application must be accompanied by, among other things, an approved closure and rehabilitation plan and a scoping and market study on processing in Québec. Reception of a mining lease is conditional on obtaining approval of the closure plan. According to the Quality Environmental Act, a certificate of authorization is also required for construction and operation of the mine. A public consultation must also be part of the legal obligation and should last at least two months and include public open doors in the municipality where the Project is located. 17.4.1.1 Certificate of Authorization (Governmental Decree) The global certificate of authorization frames the environmental component of the Project, in respect to the Regulation respecting the environmental assessment and review of certain projects (CQLR, cQ2, r23.1). The projects listed in Schedule 1 are subject to the environmental impact assessment and review procedure under the Environment Quality Act (article 31.1). Therefore, Schedule 1 includes the establishment of a mine whose maximum daily capacity is equal to or greater than 2,000 metric tons. The following items summarize the timeline of events which have occurred regarding approvals: • In 2018, a project notification was sent to the MELCC for an 1,850-tpd project. • Due to the nature of the Project, and potential environmental issues, the MELCC has decided to use their discretionary power to make the Project subjected to the environmental assessment and review procedure. • In May 2019, Sayona sent a revised Project notification for a 2,600-tpd project. • In June 2019, the MELCC issued Guidelines for the EIA study of the Project. • In January 2020, Sayona issued the EIA study. • At the end of March 2020, the MELCC sent Sayona a first list of questions and commentaries. • In December 2020, Sayona provided the MELCC with responses to the questions. • In February 2021, the MELCC sent a second list of questions and commentaries to Sayona. • In August 2021, Sayona acquired the NAL site. This site has operated between 2013 and 2018. In addition to the mine, a spodumene concentrator and a lithium carbonate hydrometallurgical NAL site are present at this site. Therefore, Sayona has decided to modify the Authier Project in order the transport the ore to the NAL site for processing.


 
Authier Lithium Technical Report Summary – Quebec, Canada 223 • At the end of 2021, Sayona advised the MELCC that the Project has been modified in order to extract the ore at a 1,480-tpd rate for an extended life of mine (LOM) of 22 years. Mixing of NAL and Authier ores increase the overall lithium recovery. • In November 2022, Sayona notified the MELCCFP that the company would like the Authier project to remain under the provincial environmental authorization procedure (BAPE) even if the production rate is lower than regulatory trigger. • In November 2022, Sayona sent a new Project Notice to MELCCFP. • In February 2023, MELCCFP notified Sayona that the Authier Lithium Project will be subjected to the BAPE procedure. In terms of social acceptability of the Authier Lithium Project and relations with stakeholders, Sayona has put in place a monitoring committee in accordance with the Mining Law and discussions are underway for the establishment of an Impact and Benefit Agreement with Abitibiwinni (Pikogan) and Lac Simon First Nations. 17.4.1.2 Permits from MELCCFP Regional Office Following obtainment of the Governmental Decree, permits (ministerial authorization) will have to be delivered by the MELCCFP regional office. 17.4.2 Federal Requirements As per the Impact Assessment Act and the Physical Activities Regulations, a project is subject to the federal environmental impact assessment procedure if the mining or milling rates exceed 5,000 tpd. Therefore, the Authier Project is not subject to the federal procedure. 17.4.3 Other Authorizations Other permits or leases will have to be obtained depending on planned development activities at the site. Also, depending on RCM or municipal legislation, some permits may also be required from the RCM or the municipality. The Project is subject to a number of provincial, federal and, in some cases, municipal regulations. Main laws and regulations that are applicable are listed in Table 17-1. Authier Lithium Technical Report Summary – Quebec, Canada 224 Table 17-1 – Provincial and federal acts and regulations. Acts and Regulations Provincial Environment Quality Act (c. Q-2) Regulation respecting the application of section 32 of the Environmental Quality Act (Q-2, r. 2) Regulation respecting the application of the Environment Quality Act (Q-2, r. 3) Regulation respecting the regulatory scheme applying to activities on the basis of their environmental impact (Q-2, r.23.1) Design code of a storm water management system eligible for a declaration of compliance (Q-2, r.9.01) Clean Air Regulation (Q-2, r. 4.1) Regulation respecting operation of industrial establishments (Q-2, r. 26.1) Snow, road salt and abrasives management regulation (Q-2, r. 28.2) Regulation respecting pits and quarries (Q-2, r. 7) Regulation respecting the declaration of water withdrawals (Q-2, r. 14) Regulation respecting mandatory reporting of certain emissions of contaminants into the atmosphere (Q-2, r. 15) Regulation respecting halocarbons (Q-2, r. 29) Regulation respecting hazardous materials (Q-2, r. 32) Regulation respecting the reclamation of residual materials (Q-2, r.49) Regulation respecting activities in wetlands, bodies of water and sensitive areas (Q-2, r.0.1) Protection policy for lakeshores, riverbanks, littoral Zones and floodplains (Q-2, r. 35) Water withdrawal and protection regulation (Q-2, r. 35.2) Land protection and rehabilitation regulation (Q-2, r. 37) Regulation respecting the charges payable for the use of water (Q-2, r. 42.1) Directive 019 sur l’industrie minière (2012) Protection and rehabilitation of contaminated sites policy (1998) Mining Act (c. M-13.1) Regulation respecting mineral substances other than petroleum, natural gas and brine (M-13.1, r. 2) Threatened or Vulnerable Species Act (c. E-12.01) Regulation respecting threatened or vulnerable wildlife species and their habitats (E-12.01, r. 2) Regulation respecting threatened or vulnerable plant species and their habitats (E-12.01, r. 3) Compensation Measures for the Carrying out of Projects Affecting Wetlands or Bodies of Water Act (M-11.4) Act respecting the conservation of wetlands and bodies of water (2017, chapter 14; Bill 132) Watercourses Act (c. R-13) Regulation respecting the water property in the domain of the State (R-13, r. 1) Conservation and Development of Wildlife Act (c. C-61.1) Regulation respecting wildlife habitats (C-61.1, r. 18) Act respecting the lands in the domain of the state (chapter T-8.1) Regulation respecting the sale, lease and granting of immovable rights on lands in the domain of the State (chapter T-8.1, r. 7) Sustainable Forest Development Act (chapter A-18.1) Regulation respecting the sustainable development of forests in the domain of the State (chapter A-18.1, r. 0.01) Regulation respecting forestry permits (chapter A-18.1, r. 8.) Building Act (c. B-1.1) Safety Code (B-1.1, r. 3) Construction Code (B-1.1, r. 2) Explosives Act (c. E-22) Regulation under the Act respecting explosives (E-22, r. 1) Cultural Heritage Act (c. P-9.002) Occupational Health and Safety Act (c. S-2.1) Regulation respecting occupational health and safety in mines (S-2.1, r. 14) Highway Safety Code (c. C-24.2) Authier Lithium Technical Report Summary – Quebec, Canada 225 Acts and Regulations Transportation of Dangerous Substances Regulation (C-24.2, r. 43) Federal Impact Assessment Act (S.C. 2019, c. 28, s. 1) Physical Activities Regulations (SOR/2019-285) Designated Classes of Projects Order (SOR/2019-323) Information and Management of Time Limits Regulations (SOR/2019-283) Fisheries Act (R.S.C., 1985, c. F-14) Authorizations Concerning Fish and Fish Habitat Protection Regulations (SOR/2019-286); Metal Mining Effluent Regulations (SOR/2002-222) Canadian Environmental Protection Act (S.C. 1999, c. 33) PCB Regulations (SOR/2008-273) Environmental Emergency Regulations, 2019 (SOR/2019-51); Federal Halocarbon Regulations (SOR/2003-289) National Pollutant Release Inventory Species at Risk Act (S.C. 2002, c. 29) Canadian Wildlife Act (R.S.C., 1985, c. W-9) Wildlife Area Regulations (C.R.C., c. 1609) Migratory Birds Convention Act, 1994 (S.C. 1994, c. 22) Migratory Birds Regulations (C.R.C., c. 1035) Nuclear Safety and Control Act (S.C., 1997, c. 9) General Nuclear Safety and Control Regulations (SOR/2000-202) Nuclear Substances and Radiation Devices Regulations (SOR/2000-207) Hazardous Products Act (R.S.C., 1985, c. H-3) Explosives Act (R.S.C., 1985, c. E-17) Transportation of Dangerous Goods Act (1992) Transportation of Dangerous Goods Regulations (SOR/2001-286) 17.5 OTHER ENVIRONMENTAL CONCERNS The Project will create temporary and permanent modifications to the mine site. During the environmental assessment process, project activities, that may directly or indirectly affect the environmental (physical and biological) and social (human) components, have been identified. These activities could be conducted during one or all of the three phases of the Project: construction, operation, and closure & restoration. 17.5.1 Air Quality Air emission modelling was conducted in 2022 and Sayona will put in place a dust management plan to limit the majority of impact areas highlighted. The Project will establish various mitigation measures, such as use of water to control dust on mining site roads and all gravel roads used for ore transportation to the North American Lithium (NAL), site as well as progressive revegetation of the waste rock pile. Sayona will implement a complaint management protocol to allow citizens to express their concerns if the mining activities generate dissatisfaction. Authier Lithium Technical Report Summary – Quebec, Canada 226 17.5.2 Noise Noise modelling for the Project was carried out in 2019 and then updated in 2022. Given the size and remoteness of the Authier site, the soundscape should not be impacted, and the citizens should remain unaffected by noise. However, the soundscape will be locally altered and may disturb some territory users. A noise model was generated in 2022 for the ore transportation to the NAL site. The study showed that with all mitigation measures in place the impact will be negligible. In order to limit noise, the Project will implement various mitigation measures, such as blasting activities prohibited during evenings, weekends and at night, as well as no ore transportation on weekends and speed reduction on the small portion of the Route du Lithium. 17.5.3 Soils On-site activities may affect soil quality. Sayona will implement a procedure in the event of an oil, hazardous waste or hazardous material spill and carry out employee training. 17.5.4 Hydrology Water flows will be affected by mining operations. Therefore, the Project has been designed so that it has the smallest possible footprint and to avoid, as much as possible, any infringement on permanent watercourse. 17.5.5 Surface Water Quality To reduce unwanted effects on surface waters, Sayona will establish various mitigation measures including use of emulsion type explosives, placement of a geomembrane under the waste rock pile, the ditches and the water basins and installation of a treatment system capable of ensuring the discharge of effluents respecting Directive 019 norms and Metal and Diamond Mining Effluent Regulations (MDMER) norms, as well as aiming to respect, as far as possible, the Effluent Discharge Objectives that will be fixed


 
Authier Lithium Technical Report Summary – Quebec, Canada 227 by the Ministère de l’Environnement, de la Lutte contre les changements climatiques, de la Faune et des Parcs (MELCCFP; formerly MELCC). By applying all these mitigation measures, the water that will be discharged into the natural environment is expected to be harm-free for the environment. 17.5.6 Hydrogeology and Underground Water Quality Dewatering the pit will cause localized groundwater drawdown during the mine operation period. This drawdown will not affect water users; therefore, no mitigation measures are required for this potential issue. However, a geomembrane will be installed under the waste rock pile, the ditches, and the water basins in order to protect groundwater quality. A hydrogeological study, conducted by Richelieu Hydrogéologie Inc., started in December 2016 included the installation of 27 observation wells (piezometers), groundwater sampling campaigns, the achievement of variable head permeability tests and tracer profile testing as well as groundwater level surveys. The hydrostratigraphic units identified at the Authier Property are the following: • Bedrock, a regional aquifer of a standard to low permeability. • Glacial till, an aquitard discontinuously covering the bedrock. • Fluvio-glacial sand and gravel (esker), a highly permeable aquifer, covering the till. • Glacio-lacustrine sand (aquifer) and silt (aquitard), covering the till unit and, partly, the fluvioglacial unit. • Organic layer, a thin and discontinuous aquitard. Following the water level surveys that were done for all piezometers installed on the site property, the following observations could be made: the groundwater level within the Property is in the order of 329 m and the general direction of flow is towards the southwest under a horizontal hydraulic gradient of 0.02. During mining operations, the groundwater flow, from beneath the waste rock pile, will be directed towards the pit then, at natural flow, it will be directed towards the southwest. Water will be collected by the drainage ditch surrounding the waste rock pile and directed to the water basins. The effects of mine dewatering on residential wells are deemed negligible. The effect of the Project on the environment would be, in the worst-case scenario, a reduced groundwater outflow to the local surface water network and to the wetlands. A reduced flow of brooks or drying of wetlands could then occur into the area of influence. Authier Lithium Technical Report Summary – Quebec, Canada 228 The southern part of the St-Mathieu-Berry Esker is enclosed into the area of influence of the mine. However, this part of the esker is not connected to the main part of the esker which is being tapped by the drinking facilities of the city of Amos and also by the Eska water bottling society. Both portions of the esker are separated by a bedrock lump. In the esker, the groundwater generally flows towards the north, except in the Project area where it is heading south and southeast and to the Harricana River watershed. The southern portion of the esker, located in the Project area, is in a different watershed than the remainder of the esker. However, because it is located at a lower altitude than the esker and isolated from it by a bedrock, the Authier Project will not threaten, in any way and under any circumstances, the water quality of this esker. 17.5.7 Terrestrial Vegetation In order to reduce negative effects of activities on the terrestrial vegetation, Sayona will establish various mitigation measures, such as adequate delimitation of construction areas to minimize the size of terrestrial vegetation affected, revegetation of affected construction areas with indigenous species after the work is completed and progressive reclamation of the waste rock pile. 17.5.8 Wetlands In order to reduce negative effects of activities on wetlands, Sayona will implement various mitigation measures, such as adequate delimitation of construction areas to minimize the wetlands surface affected and installation of culverts in areas where a road crosses wetlands to ensure that surface water circulates freely. Finally, a compensation plan has been developed to offset losses of wetlands under the Act respecting the conservation of wetlands and bodies of water. 17.5.9 Ichthyofauna In order to reduce negative effects of activities on ichthyofauna, Sayona will establish various mitigation measures, such as adequate delimitation of construction areas to minimize the fish habitats affected, location of infrastructure outside fish habitats where feasible, conservation of a riparian strip with a width of at least 30 m will be preserved on the banks of watercourses and waterbodies and treatment of potentially contaminated waters, if needed, before being sent back into the aquatic environment. Authier Lithium Technical Report Summary – Quebec, Canada 229 17.5.10 Species of Interest Sayona will implement numerous mitigation measures in order to protect herpetofauna, chiropterofauna, avifauna and small mammals. Those mitigation measures will reduce negative effects of activities on species of interest according to their taxonomic group. 17.5.11 Cultural and Archaeological Heritage No mitigation measures or specific maximization is planned for the cultural and archaeological heritage, except if, during mining activities, a cultural or archaeological site is discovered. In this case, the managers must report it to the site supervisor and, if necessary, work will cease at this site until an evaluation is completed by archaeologists. The public will also be informed. An archaeological potential study carried out in 2018 concluded that the archaeological potential is very low, or even non-existent. 17.6 SOCIAL AND COMMUNITY IMPACTS 17.6.1 Decarbonization Plan According to numerous scientists, to avoid the worst effects of climate change, global temperature rise must be limited to 1.5°C above pre-industrial levels. To tackle the issue, world leaders at the UN Climate Change Conference (COP21) signed the historic Paris agreement. One of its goals is to reduce global greenhouse gas emissions to limit the global temperature increase in this century to 2°C while pursuing efforts to limit the increase further to 1.5°C. To align with the Paris agreement objectives, different governments are making commitments to reduce their country’s greenhouse gas (GHG) emissions. In Canada, the Net-Zero Emissions Accountability Act (2021), enshrines in legislation Canada's commitment to achieve net-zero emissions by 2050. For its part, the Québec government committed itself to reducing by 37.5% by 2030 its GHG emissions in relation to the 1990 level. In a February 2023 report, governmental agency Statistiques Canada calculated that the mining sector in the province of Québec was responsible for 2.6% of the direct GHG emissions of the province (Statistiques Canada, 2021). Incidentally, many mining companies are stepping up to lower their emissions on a path towards carbon neutrality. As such, Sayona is engaged to play a role in global GHG emission reduction by extracting battery material that supports the transition to a low carbon energy economy and fight against Authier Lithium Technical Report Summary – Quebec, Canada 230 climate change (United Nations, 2020) while respecting the environment by aiming a low carbon footprint of its activities and applying best practices. With that in mind, the Company started developing a decarbonization plan for the Authier Lithium Project. The first steps of the plan’s development consisted in research and workshop sessions, which resulted in a preliminary roadmap identifying strategies for reducing the Project’s GHG emissions. As the technologies develop regarding GHG emissions reduction, the Company’s decarbonization plan will evolve and the related strategies will be adjusted. 17.6.2 Strategy A preliminary GHG emission level assessment over the life of the Authier Project showed that nearly 80% of the Project’s GHG emissions will come from mining operations as well as ore transportation. In order to reduce its environmental impact by reducing its GHG emissions, the Project’s decarbonization plan will address primarily those two emission factors. It will focus on two initial approaches: 1. Deploying innovative technologies to reduce GHG emissions produced by vehicles. 2. Compensating for difficult-to-reduce emissions by investing in GHG offsets. 17.6.2.1 Innovative Technologies Sayona will aim at implementing innovative technologies to reduce the GHG emissions for the Authier Project resulting from the Project related vehicles, both for the mining operation and the ore transportation. Three specific initiatives will be studied as part of the company’s decarbonization plan: • Alternative fuels: Operating conventional vehicles with renewable diesel sourced through the local supply chain; Retrofitting vehicles to run on renewable natural gas RNG; Collaborating with an original equipment manufacturer (OEM) and hydrogen producer for a proof of concept. • Electrification: Deploying battery powered trucks for ore transportation to LAN; Evaluating the best option to electrify mine operation with a mix of battery, trolley, and plug-in equipment. • Vehicle design: Working with an OEM to design more energy efficient equipment; Transitioning to an equipment fleet with structurally different energy consumption profile.


 
Authier Lithium Technical Report Summary – Quebec, Canada 231 Sayona is looking at the different readily available 100% electric transportation truck and related infrastructures to implement a trial period. 17.6.2.2 GHG Emissions Compensation Because a complete reduction of the Authier Project’s GHG emission cannot be foreseen with the current technology maturity, compensation investments will be considered in the decarbonization plan. There are two compensation efforts that will be evaluated: • Indirect compensation: Purchasing carbon credits from accredited/recognized organizations, with an emphasis on Québec based organizations; Invest in a local GHG reduction initiative. • Direct compensation: Restoring natural habitats, such as wetland, impacted by previous mining activities or other with a high sequestration potential; Creating and running a tree planting program with a focus on the Abitibi region. For Sayona, the decarbonization plan will be an opportunity for a unifying venture for its team, suppliers and stakeholders going forward. 17.6.3 Population The Authier Project site is located in La Motte, in the administrative region of Abitibi-Témiscamingue. The Property is accessible by a rural road network (Preissac Road and Nickel Road) connecting to Route 109, located a few kilometers east of the site (approximately 5 km). Route 109 connects Rivière-Héva with Amos, then Matagami; then joins Route 117 at Rivière-Héva. The Project is located approximately 35 km south of the Abitibiwinni Community of Pikogan. The Abitibiwinni (Community of Pikogan) are the Algonquins of northern Abitibi. Today, Abitibiwinni is one of nine Algonquin communities in Québec. The community of residence of Abitibiwinni is known as Pikogan, a reserve established in 1956, 3 km north of the city of Amos. The Authier Project mine area is at the heart of the ancestral Abitibiwinni Aki territory, which the Abitibiwinni has never yielded. Community members continue to frequent this territory, including traditional hunting, fishing, and picking activities. The community lives approximately 35 km north of the Authier Project mine site and 3 km north of Amos, on the west bank of the Harricana River. Municipalities near the Authier Project site include: La Motte, Saint-Mathieu d’Harricana, Rivière-Héva, Preissac, and Amos. Authier Lithium Technical Report Summary – Quebec, Canada 232 17.6.4 Stakeholder Mapping Stakeholder identification was completed in 2017 using a mapping of the study area and a series of interviews with community stakeholders. The Project is located on the territory of the municipality of La Motte and on the territory recognized in the agreement signed between the Government of Québec and the Abitibiwinni First Nation. Thus, these two communities were targeted first for information and consultation meetings. The list of stakeholders was then completed by identifying the individuals or groups that could be directly or indirectly affected by the Authier Project. The main Community/Regional Stakeholders (non-exhaustive list) are as follows: • Abitibiwinni First Nation; • Municipality of La Motte; • Municipality of Saint-Mathieu-d’Harricana; • City of Amos; • Municipality of Rivière-Héva; • Municipality of Preissac; • Municipality of Saint-Marc-de-Figuery; • Regional County Municipality of Abitibi; • Comité citoyen pour le développement durable de La Motte; • Société de l’eau souterraine d’Abitibi-Témiscamingue (SESAT); • Groupe de recherche sur l’eau souterraine (GRES UQAT); • Organisme de bassin versant du Témiscamingue (OBVT); • Organisme de bassin versant Abitibi-Jamésie (OBVAJ); • Eska Inc. 17.6.5 Land Uses The proposed mine site is entirely located on a forestry sector of public tenure which is not regulated by agreement. The main authorized uses for this forested area are production and harvesting of trees, outdoor activities, and agriculture. In the Project area, the activities found are as follows: • Timber harvesting. • Mining activities. • Exploitation of eskers and moraines. • Agricultural crop production. Authier Lithium Technical Report Summary – Quebec, Canada 233 • Recreational (trails, campsites, ski resorts, etc.) and residential activities (residences, motels, cottages). • Ecological reserves. • Hunting, fishing, and trapping activities. 17.6.6 Potential Community Related Requirements and Status of Negotiations or Agreements 17.6.6.1 Community Relations Program A Community Relations Program has been developed to approach and engage local stakeholders. This program included information sessions and consultations with municipalities, land users, First Nation community, non-governmental environmental organizations, and recreational associations. Consultation and community engagement efforts that have been deployed throughout the Project development allowed Sayona to outline stakeholders’ main preoccupations and expectations. The objective of this program is to provide baseline information to address some of the communities’ concerns and take them into consideration in the permitting process and in the design of the operation phase. The involvement of stakeholders will continue throughout the various project stages. 17.6.6.2 Impacts and Benefits Agreement An Impacts and Benefits Agreement (IBA) will be signed with Abitibiwinni First Nation (AFN). The IBA will contain clauses concerning issues such as financial arrangements, business opportunities, hiring of AFN members living or not in Pikogan, adapted formation program, transportation, social worker, establishment of various committees, environmental clauses, etc. An Agreement in Principle was concluded with AFN in December 2019 for the exploration phase of the Project. Authier Lithium Technical Report Summary – Quebec, Canada 234 17.6.6.3 Environmental Monitoring Committee The Environmental Monitoring Committee is composed of the following members: • Sayona; • AFN; • La Motte Citizens; • La Motte Senior Recreation Committee; • Regional Environmental Council; • Témiscamingue Watershed Organization; • Community Organization; • Centre-Abitibi Chamber of Commerce; • Harricana SADC; • Abitibi Local Centre for Development; • Eska Inc.; • Municipality of Preissac; • Municipality of La Motte; • Municipality of St-Matthieu d’Harricana; • Ministry of Natural Resources and Forests; • Abitibi MRC - Land Management; • Cegep of Abitibi-Témiscamingue. Meetings of this committee were held three times in 2019, three times in 2021 and twice in 2022. Annual reports from this committee will include: • A summary of the committee activities during the year. • Numbers of employees from La Motte and Preissac municipalities, from Pikogan and from Abitibi and Vallée de l’Or MRC. • Level of capital investments in Abitibi and in Québec province. • Level of operating costs spent in AFN, in Abitibi-Temiscamingue and in Québec province. Annual reports will be made public, and minutes of meetings will be made available on the Sayona internet site.


 
Authier Lithium Technical Report Summary – Quebec, Canada 235 17.6.6.4 Sayona-Abitibiwinni First Nation Joint Committee In 2021 and 2022, Sayona held numerous meetings with Abitibiwinni Band Council and with the AFN Liaison Agent in order to discuss the various aspects of the Project. 17.6.6.5 Economic Spinoffs Committee Employment creation in this region is expected by the community; Sayona has committed to favor employing local population if qualifications are deemed equivalent to ensure direct social and economic benefits for the local population. Sayona also committed to giving subcontracting contracts to local companies, particularly for construction, deforestation, or transport, which will further stimulate the economy and direct benefits to the local economy. This commitment was made before the La Motte Community as well as the Abitibiwinni First Nation. For this purpose, Sayona initiated the creation of a local business register that also contains their contact information. This will facilitate local recruitment. 17.7 CLOSURE AND RECLAMATION PLAN A rehabilitation and closure plan is required as per the Mining Act. It must be approved before issuance of the mining lease, and a financial guarantee to fully implement the plan must be provided in three payments in the first two years following the approval of the plan. The closure plan was submitted in May 2018 and will be adjusted as the Project develops. Progressive reclamation will be prioritised during the mining operation and will involve activities to reclaim, where possible, some parts of the waste rock stacking areas, exhausted borrow pits, etc. Rehabilitation would involve all activities after mining operations in accordance with the approved plan. Finally, monitoring would ensure that rehabilitation has been done successfully. Once all these steps are completed to the satisfaction of the MRNF, the land could be returned to the Crown. Authier Lithium Technical Report Summary – Quebec, Canada 236 17.7.1 Overview In accordance with the Mining Act requirements, a detailed closure plan must be submitted to the MRNF. The closure plan includes the following activities: • Rehabilitate the waste rock pile by covering slopes and flat areas with geotextiles, compacted inorganic overburden, organic overburden, and vegetation. • Remove from the site all surface and buried pipelines. • Remove buildings and other structures. • Rehabilitate and secure the open pit. • Reclaim any civil engineering works. • Remove machinery, equipment, and storage tanks. • Complete any other work necessary for final rehabilitation and closure. 17.7.2 Post-Closure Monitoring The detailed post-closure monitoring program will be conducted for at least five years after the final activities are completed. It will include the following aspects: • Monitoring of final effluent and surface water quality. • Status of revegetation. • Inspection for slope of the open pit, waste rock pile, ditches, etc. • Monitoring of groundwater quality. 17.7.3 Costs Estimation A financial guarantee whose amount corresponds to the total anticipated cost of completing all the work set forth in its rehabilitation and restoration plan. The payment shall be provided in three installments constituting 50%, 25% and 25% of the total restoration costs. The first payment shall be provided within 90 days of receiving the approval of the restoration plan. The second and third installments (25%) are due on the anniversary date of the restoration plan approval. The total cost of closure and reclamation (and the guarantee) is estimated at $41.7M. This cost includes the direct and indirect costs of site rehabilitation as well as post-closure monitoring, engineering costs (30%) and the mandatory 15% contingency. Authier Lithium Technical Report Summary – Quebec, Canada 237 It is noteworthy that the construction of the cover (overburden and geomembrane) over the waste rock pile corresponds to 89% of the total cost estimate. Installation of the cover will be carried out progressively. Authier Lithium Technical Report Summary – Quebec, Canada 238 18 CAPITAL AND OPERATING COSTS This chapter summarizes the capital and operating cost estimates related to the Project. All costs presented in this Report are in Canadian dollars, unless otherwise specified. 18.1 SUMMARY OF CAPITAL COST ESTIMATE The capital cost estimate prepared for this study meets AACE Class 3 criteria, usually prepared to establish a preliminary capital cost forecast and assess the economic viability of the Project. This allows management, and / or the Project sponsor, to obtain authorization for funds for the Project’s next stages. As such, this estimate forms the initial control estimate against which subsequent phases will be measured and monitored. Table 18-1 provides a summary by cost type for the initial capital costs. Table 18-1 – Initial capital costs summary. Item Total (M CAD) Mining (mining contractor, mining equipment and services) $5.80 Infrastructure $69.62 Wetland Compensation $1.50 Royalty Buyback $1.00 Total $77.92 Most of the capital for Authier is either pre-production or in the first year and is not presented on an annual basis. This is not the case for sustaining capital and is presented on an annual basis in a later section.


 
Authier Lithium Technical Report Summary – Quebec, Canada 239 18.1.1 Mine Capital Expenditure The mining cost estimate includes all elements associated with mining activities, including mine preproduction, the ore rehandling wheel loader, and other services, dewatering, clearing, grubbing, surveying, and spare parts. The mining operations will be performed by a mining contractor. Table 18-2 – Initial capital cost estimate for mining. Item Total (M CAD) Preproduction 3.39 Equipment 2.41 Total 5.80 The capital expenditure is based on budgetary quotes received from equipment suppliers and mining contractors. 18.1.2 Plant Capital Expenditure Plant capital costs have been assigned to the NAL project as the material mined from Authier will be transported and processed at that location. 18.1.3 Infrastructure Capital Expenditure Infrastructure costs included in the capital cost estimate are summarized as follows: • Waste stockpile foundation work; • Water collection basins; • Water treatment plant; • Electrical work; • On-site roads; • Access road; • Owner’s costs; • EPCM services; • Commissioning; • Overhead; Authier Lithium Technical Report Summary – Quebec, Canada 240 • Other; • Contingency. Table 18-3 provides the infrastructure capital cost estimate. Table 18-3 – Infrastructure capital cost estimate. Item Total (M CAD) Waste Stockpile and Water Management $44.85 Electrical Work $0.84 On-site Roads $2.53 Access Road $0.65 Owner's Costs $2.44 EPCM Services $7.33 Commissioning $0.28 Overhead $0.22 Other $1.37 Contingency $9.08 Total $69.62 Contingency is an integral part of the estimate and can best be described as an allowance for undefined items or cost elements that will be incurred, within the defined Project scope, but that cannot be explicitly foreseen due to a lack of detailed or accurate information. Contingency analysis does not consider Owner’s costs, Project risk, currency fluctuations, escalation, or costs due to potential scope changes or labour stoppages. 18.2 PREPRODUCTION AND ENVIRONMENTAL COSTS Table 18-4 summarizes the initial capital cost estimate with the following sections providing further detail and relevant basis for the estimate. Authier Lithium Technical Report Summary – Quebec, Canada 241 Table 18-4 – Project initial capital cost detailed summary. Item Total (M CAD) Mining $5.80 Preproduction Mining $3.39 Owner Equipment and Mine Services $2.41 Infrastructure $69.62 Waste Stockpile and Water Management $44.85 Electrical Work $0.84 On-site Roads $2.53 Access Road $0.65 Owner's Costs $2.44 EPCM Services $7.33 Commissioning $0.28 Overhead $0.22 Other $1.37 Contingency $9.08 Wetland Compensation $1.50 Wetland Compensation $1.50 Royalty Buyback $1.00 1 claim $1.00 Total $77.92 18.3 BASIS OF ESTIMATE 18.3.4 Estimate Overview and Qualifications The capital cost estimate includes data from different sources and allocations from the Owner’s team. The capital cost estimate includes all direct costs, indirect (Owner and other) costs, contingency, and other allowances. The estimate is based on the preliminary engineering and design completed to date. Budget quotations have been obtained for key equipment while materials and construction efforts are based on in-house data from similar projects and industry standard estimating factors. 18.3.5 Base Date The estimate is expressed in constant Canadian dollars with a base date of Q1 2023. Authier Lithium Technical Report Summary – Quebec, Canada 242 18.3.6 Estimate Accuracy The estimate accuracy is evaluated based on the level of scope definition and type of pricing obtained for each element. This estimate’s accuracy level is expected to be between -20% to +20%. Foreign exchange risk or new duties impact have not been included in the accuracy assessment. This estimate of accuracy is also limited to the current scope. This accuracy level could be exceeded if the scope is varied by, for example, changing production rate, new environmental study results, or by major changes to assumptions regarding infrastructure. 18.3.7 Exclusions and Assumptions The caveats, exclusions, and assumptions relevant to the capital estimate include, but are not limited to: • Limited geotechnical data was available for the feasibility study; • Hydrogeological inputs to the FS were nominal only; • No infrastructure geotechnical investigations have been undertaken; • Cost of schedule delays caused by scope changes, labour disputes, or environmental permitting activities are excluded; • Project financing cost is excluded; • Additional study costs prior to Project implementation are excluded, e.g., water studies, sampling, ongoing testing, drilling and resource development; • VAT, import duties, surcharges and any other statutory fees are excluded; • Any provisions for Project risks, outside of those related to design and estimating confidence levels, have not yet been evaluated; • Mineral rights, rental fees and the purchase or use of the land are excluded; • Escalation and impact of currency fluctuations has been excluded; • Risk from new duties on material such as steel and aluminum on bulk material (e.g., structural, rebar and embedded metal in concrete, equipment, pipe, wire, etc.) is not included. 18.3.8 Wetlands Compensation A CAD$1.5M compensation measure is expected to offset losses of wetlands under the Act respecting the conservation of wetlands and bodies of water.


 
Authier Lithium Technical Report Summary – Quebec, Canada 243 18.3.9 Royalty Buyback A buyback of the 1% royalty on claim CDC2116146, for an amount of CAD$1.0M, is planned. 18.3.10 Closure and Reclamation In accordance with the Mining Act of Québec, closure and reclamation requirements have been developed to return the Authier Lithium Project site to an acceptable condition, ensuring that the site is safe, and the surrounding environment is protected. The cost of restoring the Authier Lithium site is estimated to be CAD$41.7M. As required by the Ministère des Ressources naturelles et des Forêts (MRNF, formerly MERN), this cost estimate includes the cost of site restoration, the post-closure monitoring as well as engineering costs (30%) and a contingency of 15%. In accordance with the regulations, Sayona intends to post a bond as a guarantee against the site restoration cost. 18.4 SUSTAINING CAPITAL The total sustaining capital cost is estimated at CAD$74.4M through the mine life. The sustaining capital cost is composed of the following items, presented in Table 18-5. Table 18-5 – Sustaining capital costs. Year Unit 2026 2027 2028 2029 2030 2031 –2035 2036 –2040 2041 –2047 Total Mining M CAD $0.00 $0.00 $0.14 $0.14 $1.34 $1.48 $0.26 $0.41 $3.76 Infrastructure M CAD $29.84 $0.00 $9.12 $21.29 $0.00 $10.39 $0.00 $0.00 $70.64 Sustaining Capital Costs M CAD $29.84 $0.00 $9.26 $21.43 $1.34 $11.88 $0.26 $0.41 $74.40 18.4.1 Mining The mine sustaining capital cost is attributable to the growing need for mine dewatering and clearing and grubbing as well as replacement for the ore-rehandling wheel loader. Authier Lithium Technical Report Summary – Quebec, Canada 244 18.4.2 Infrastructure Infrastructure sustaining costs include the expansion of the waste pile foundation and drainage ditches. Waste pile foundation has been sequenced in time for three reasons: 1. No need to prepare the whole area for Year 1. 2. Limit the amount of water to be treated with a larger area. 3. Delay capital expenditure. 18.4.3 Closure and Reclamation The mine closure cost estimated is attributable to: • The dismantling of the infrastructure, including restoration and the rehabilitation of the sector; • The dismantling and demobilization of the water treatment system and the pumping station including restoration and rehabilitation of the area; • Securing the site; and • The management of residual materials. 18.5 SUMMARY OF OPERATING COST ESTIMATE Table 18-6 summarizes the operating costs calculated for the life of mine (LOM) of the Project. Table 18-6 – Summary LOM operating costs. Cost Area LOM (M CAD) Unit (CAD/t Ore) Unit (USD/t Ore) Mining $540.56 $48.16 $36.12 Water treatment management $58.73 $5.23 $3.92 General and administration $20.97 $1.87 $1.40 Total operating costs $620.27 $55.26 $41.44 Reclamation bond insurance payment $7.65 $0.68 $0.51 Ore transport and logistics costs $223.36 $19.90 $14.92 Total operating and other costs $851.28 $75.84 $56.88 Royalty deductions $28.96 $2.58 $1.94 First Nation royalties $27.04 $2.41 $1.81 Reclamation and closure costs $41.71 $3.72 $2.79 Total Operating, Royalties, Reclamation and Closure Costs $948.99 $84.54 $63.41 Authier Lithium Technical Report Summary – Quebec, Canada 245 18.6 MINE OPERATING COST 18.6.1 Mine and Geology The operating costs have been estimated using parameters outlined in the previous sections of the Report. A mining contractor will carry out the majority of the mining and maintenance activities. Budgetary quotes were obtained from various mining contractors to estimate the operating costs. The cost estimate was developed from first principles and was based on the following general inputs and assumptions: • Diesel price of CAD$1.160/L. • Mining costs, excluding fuel, mine dewatering, supervision and technical services, and pre-split drilling and blasting: o Ore: CAD$7.01/t mined. o Waste Rock: CAD$5.28/t mined. o Overburden: CAD$3.80 CAD/t mined. • The mine operations salaries were provided by Sayona. Table 18-7 presents the estimated mining operating costs over the LOM and Table 18-8 presents the unit costs per cost category. Authier Lithium Technical Report Summary – Quebec, Canada 246 Table 18-7 – LOM mining operating costs. Description Unit 2025 2026 2027 2028 2029 2030 2031–2035 2036–2040 2041–2046 LOM Mining Contractor M CAD $5.66 $11.01 $10.59 $12.14 $31.31 $31.43 $165.32 $135.16 $35.73 $438.34 Owner Equipment M CAD $0.07 $0.14 $0.14 $0.14 $0.14 $0.14 $0.71 $0.71 $0.80 $2.99 Fuel M CAD $0.80 $1.57 $1.93 $2.08 $3.22 $3.27 $18.28 $17.93 $9.95 $59.04 Salaries M CAD $0.46 $0.92 $0.92 $0.92 $0.92 $0.92 $4.59 $4.59 $4.28 $18.51 Services M CAD $0.53 $1.08 $1.08 $1.09 $1.09 $1.11 $5.51 $5.59 $4.60 $21.69 Total Cost M CAD $7.53 $14.73 $14.66 $16.36 $36.68 $36.86 $194.41 $163.98 $55.35 $540.56 Total Unit Cost CAD/t mined $6.92 $7.82 $7.74 $6.56 $6.13 $6.17 $6.48 $6.76 $9.79 $6.79


 
Authier Lithium Technical Report Summary – Quebec, Canada 247 Table 18-8 – LOM mining operating cost breakdown. Cost Category LOM % of Total (CAD/t mined) Mining Contractor $5.51 81% Owner Equipment $0.04 1% Fuel $0.74 11% Salaries $0.23 3% Services $0.27 4% Total $6.79 100% 18.7 PLANT OPERATING COST Plant operating costs have been excluded as these form part of the NAL property operating costs. 18.8 GENERAL & ADMINISTRATION The total general and administration (G&A) costs are estimated at CAD$20.97M for the life of the Project, for an average of CAD$1.87/t of ore. The G&A costs are relatively low due to the processing and tailings disposal synergies with the North American Lithium (NAL) mine. The G&A costs include: • Contract services (janitor, security, garbage disposal); • Infirmary and safety equipment. • Site communications. • Training expenses. • Taxes & municipality support. • Additional environmental services. • Insurances. • Other general costs. Authier Lithium Technical Report Summary – Quebec, Canada 248 19 ECONOMIC ANALYSIS 19.1 ECONOMIC BASE CASE, INPUTS AND ASSUMPTIONS The economic analysis was performed using the following assumptions and basis: • The economic analysis has been done on a Project basis and does not take into consideration the timing of capital outlays that have been completed prior to the date of this Report. • The financial analysis was based on: o the Mineral Reserve Estimate presented in Chapter 15, o the mine plan and assumptions detailed in Chapter 16, o the marketing assumptions in Chapter 19, o the capital and operating costs estimated in Chapter 21, and o by taking into consideration key Project milestones as detailed in Chapter 24. • Production of ore is scheduled to begin in the third quarter (Q3) of 2025 model Year 1. Mine operations are estimated to span a period of approximately 22 years. • A discount rate of 8% has been applied for the NPV calculation. • The ore price of CAD$120/t is established by a contractual procurement agreement between NAL and Authier Lithium and will last for the whole production period of Authier Lithium. Furthermore, to confirm that this price is justifiable, a transfer pricing analysis was performed which provides a feasible price range for Authier Lithium’s ore of CAD$96/t (based on return of capital employed methodology) and CAD$137/t (based on return of total costs methodology). • All products are assumed to be sold in the same year they are produced. • Class-specific capital cost allowance rates are used for the purpose of determining the allowable taxable income. • The economic analysis was performed on Proven and Probable Mineral Reserves only as outlined in this Report. • Tonnes of mined ore are presented as dry tonnes. • Discounting starts in January 2025. • Cash inflows and outflows start in March 2025 and are presented in constant Q1 2023 CAD, with no inflation or escalation factors considered. • The accuracy levels ranged from -10% to +15%. This financial analysis was performed on both a pre-tax and after-tax basis with the assistance of an external tax consultant. The general assumptions used for this financial model, are summarized in Table 19-1. Table 19-2 shows all project costs for the life of the Project. Authier Lithium Technical Report Summary – Quebec, Canada 249 Table 19-1 – Authier Lithium operation – Financial analysis summary. Item Unit Value Unit Value Mine Life year 22 year 22 Strip Ratio t:t 6.1 t:t 6.1 Total Mill Feed Tonnage Mt 11.2 Mt 11.2 Revenue Ore Selling Price CAD/t ore 120 USD/t ore 90 Exchange Rate USD:CAD 0.75 Project Costs Open Pit Mining CAD/t ore 48.16 USD/t ore 36.12 Water Treatment and Management CAD/t ore 5.23 USD/t ore 3.92 General and Administration (G&A) CAD/t ore 1.87 USD/t ore 1.4 Reclamation Bond Insurance Payment CAD/t ore 0.67 USD/t ore 0.5 Ore transport and logistic costs CAD/t ore 19.9 USD/t ore 14.92 Project Economics Gross Revenue CAD M 1,347 USD M 1,010.3 Total Operating Cost Estimate CAD M 627.9 USD M 470.9 Reclamation Bond Insurance Payment CAD M 7.6 USD M 5.7 Transportation and Logistics Cost CAD M 223.4 USD M 167.5 Total Capital Cost Estimate CAD M 77.9 USD M 58.4 Total Sustaining Capital Cost Estimate CAD M 74.4 USD M 55.8 Reclamation and Closure Costs CAD M 41.7 USD M 31.3 Royalty Deduction CAD M 29 USD M 21.7 First Nation Royalties CAD M 27 USD M 20.3 Non-discounted Cash Flow (Pre-Tax) CAD M 280.4 USD M 210.3 Discount Rate % 8% % 8% PRE-TAX NPV @ 8% CAD M 58.1 USD M 43.5 Pre-Tax Internal Rate of Return (IRR) % 14.6% % 14.6% Table 19-2 – Authier Lithium operation – Authier Lithium total project costs. All Project Costs CAD (M) CAD/t Ore USD (M) USD/t Ore Total Operating Cost Estimate $628 $55.94 $471 $41.95 Transportation and Logistics Cost $223 $19.90 $168 $14.92 Total Sustaining Capital Cost Estimate $74 $6.63 $56 $4.97 Total Capital Cost Estimate $78 $6.94 $58 $5.21 Reclamation and Closure Costs $42 $3.72 $31 $2.79 Royalty Deduction $29 $2.58 $22 $1.94 First Nation Royalties $27 $2.41 $20 $1.81 Total Project Costs $1,101 $98.11 $826 $73.58 Authier Lithium Technical Report Summary – Quebec, Canada 250 19.2 PRODUCTS CONSIDERED IN THE CASH FLOW ANALYSIS Table 19-3 – Project cash flows on an annualized basis (CAD). Detailed Period/Fiscal Year Financials 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 LOM Total Authier Mine Production Summary Waste Rock (Mt) 0.1 1.1 1.2 0.7 2.4 4.3 4.9 5.4 5.2 5.2 5.4 5.5 5.2 5 4.6 3 1.4 0.7 0.5 0.4 0.3 0.2 0.1 63 Overburden (Mt) 0.3 0.4 0.2 0.9 1.3 1.1 0.6 0 0.2 0.3 0 0 - - - - - - - - - - - 5.4 ROM Ore to Plant (Mt) - 0.5 0.5 0.5 0.5 0.5 0.5 0.5 0.5 0.5 0.5 0.5 0.5 0.5 0.5 0.5 0.5 0.5 0.5 0.5 0.5 0.4 0.2 10.6 Stripping Ratio - 2.9 2.5 3.1 6.9 10.1 10.1 10.2 10.4 10.4 10.4 10.4 9.8 9.4 8.7 5.8 2.7 1.3 0.9 0.8 0.6 0.5 0.5 6.1 Revenues Ore Sales ($M) - 63.2 64 64.4 64.7 64.6 64.7 64.2 63.2 63.2 63.4 63 64 64.3 63.2 63 62.9 63.2 63.5 63.1 63.3 52.9 21 1347 Royalty Deduction ($M) - -1.4 -1.4 -1.4 -1.4 -1.4 -1.4 -1.4 -1.4 -1.4 -1.4 -1.4 -1.4 -1.4 -1.4 -1.4 -1.4 -1.4 -1.4 -1.4 -1.4 -1.1 -0.5 -29 Total Revenue ($M) - 61.9 62.6 63.0 63.3 63.2 63.3 62.8 61.9 61.8 62.0 61.7 62.7 62.9 61.8 61.6 61.6 61.8 62.1 61.8 62.0 51.8 20.5 1,318.1 Operating Expenditures Open Pit Mining ($M) - OWNER - 3.7 3.9 4.2 4.8 5.4 5.5 5.6 5.7 6 6 6 6 6.1 5.9 5.3 4.5 4.1 4 3.9 3 1.8 0.7 102.2 Open Pit Mining ($M) - CONTRACT - 11.2 10.8 11.4 21.7 31.4 32.3 33.1 32.7 32.7 33.4 33.4 31.8 31 28.6 19.9 11.4 7.5 6.4 6 5.5 4.4 1.7 438.3 Water Treatment/Management ($M) 0.5 1.5 1.5 1.5 2.3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 2.5 1 58.7 General and Administration ($M) 0.3 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 0.5 21 Reclamation Bond Insurance Payment ($M) - 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.2 7.5 Total Onsite Operating Costs ($M) 0.8 17.7 17.5 18.3 30.1 41.1 42.1 43.0 42.7 43.0 43.7 43.7 42.2 41.5 38.9 29.5 20.3 16.0 14.7 14.1 12.8 10.0 4.0 627.7 Ore Transport and Logistics Costs ($M) - 10.5 10.6 10.7 10.7 10.7 10.7 10.6 10.5 10.5 10.5 10.5 10.6 10.7 10.5 10.4 10.4 10.5 10.5 10.5 10.5 8.8 3.5 223.4 Total Operating and Shipping Costs ($M) 0.8 28.2 28.1 29.0 40.8 51.8 52.8 53.6 53.2 53.5 54.2 54.2 52.8 52.1 49.3 40.0 30.7 26.5 25.3 24.6 23.3 18.7 7.5 851.1 Capital Expenditures


 
Authier Lithium Technical Report Summary – Quebec, Canada 251 Detailed Period/Fiscal Year Financials 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 LOM Total Pre-production ($M) 67.9 10 - - - - - - - - - - - - - - - - - - - - - 77.9 Sustaining ($M) - 14.9 14.9 4.6 15.3 11.4 0.7 - 1.7 5.4 4.2 0.7 0.1 - - - 0.1 0.2 0.1 - - - - 74.4 Mine Closure Plan Financial Guarantee ($M) - 20.9 10.4 10.4 - - - - - - - - - - - - - - - - - - - 41.7 Total Capital Costs ($M) 67.9 45.8 25.3 15.1 15.3 11.4 0.7 - 1.7 5.4 4.2 0.7 0.1 - - - 0.1 0.2 0.1 - - - - 194.0 First Nation Royalties First Nation Royalties ($M) 0.1 1.3 1.2 1.3 1.3 1.3 1.3 1.3 1.3 1.3 1.3 1.3 1.3 1.3 1.3 1.3 1.3 1.3 1.3 1.3 1.3 1.1 0.4 27 Cumulative First Nation Royalties ($M) 0.1 1.4 2.6 3.9 5.2 6.5 7.8 9.1 10.4 11.6 12.9 14.2 15.4 16.7 18.0 19.2 20.5 21.8 23.0 24.3 25.6 26.6 27.0 27.0 Pre-Tax Cash Flow Pre-Tax Cash Flow ($M) -57.4 -7.9 7 20.1 9.2 -1.3 10.1 9.6 7.6 3.6 3.4 7.1 9.9 11.3 12.6 21.6 31 35.4 37.1 37.5 38.9 33.9 0.2 280.4 Cumulative Pre-Tax Cash Flow ($M) -57.4 - 65.3 - 58.3 - 38.2 - 28.9 - 30.2 - 20.2 - 10.6 -3.0 0.6 4.0 11.1 21.0 32.2 44.8 66.4 97.4 132.8 169.9 207.4 246.3 280.2 280.4 280.4 Taxes Federal Corporate Income Tax ($M) - 2 1.9 2.2 1 - - - - - - - 0.1 1 1.2 2.4 3.6 4 4.1 4.2 4.3 3.7 1.5 37.2 Provincial Corporate Income Tax ($M) - 1.5 1.5 1.7 0.8 - - - - - - - 0.1 0.7 0.9 1.9 2.8 3.1 3.2 3.2 3.3 2.8 1.1 28.5 Québec Mining Tax ($M) - 1 1.8 2.7 1 0.4 0.4 0.4 0.6 0.5 0.5 0.7 0.8 1.1 1.9 3.4 5.5 7.6 8.4 8.6 9.4 8.2 3.2 68.1 Total Taxes ($M) - 4.5 5.1 6.6 2.7 0.4 0.4 0.4 0.6 0.5 0.5 0.7 1.0 2.9 4.0 7.8 11.8 14.7 15.7 16.0 17.0 14.7 5.8 133.7 Post-Tax Cash Flow Post-Tax Cash Flow ($M) -57.4 - 12.5 1.8 13.4 6.4 -1.8 9.6 9 7 3 2.8 6.3 8.8 8.3 8.5 13.7 19 20.7 21.3 21.4 21.8 19.1 -5.6 144.7 Cumulative Post-Tax Cash Flow ($M) -57.4 - 69.9 - 68.1 - 54.7 - 48.2 - 50.0 - 40.4 - 31.4 - 24.5 - 21.5 - 18.7 - 12.4 -3.6 4.7 13.2 26.9 46.0 66.7 87.9 109.3 131.2 150.3 144.7 144.7 Authier Lithium Technical Report Summary – Quebec, Canada 252 19.3 FINANCIAL MODEL AND KEY METRICS The financial evaluation results for the base case of the Project are presented in Table 19-4. Table 19-4 – Financial analysis summary (pre-tax and after-tax). Description Base Case Unit Pre-Tax Non-Discounted Cashflow $280.40 CAD (M) Net Present Value (8% disc.) $58.10 CAD (M) Internal Rate of Return (IRR) 14.6% % After-Tax Non-Discounted Free Cashflow $144.70 CAD (M) Net Present Value (8% disc.) $10.60 CAD (M) Internal Rate of Return (IRR) 9.4% % The pre-tax base case financial model resulted in an IRR of 14.6% and a NPV of CAD$58.1M with a discount rate of 8%. On an after-tax basis, the base case financial model resulted in an IRR of 9.4% and a NPV of CAD$10.6M, with a discount rate of 8%. 19.4 TAXES, ROYALTIES AND OTHER FEES 19.4.1 Royalties The Project is subject to paying royalties to several parties. Furthermore, Sayona is engaging with First Nations with the consideration of paying both fixed and variable royalties based on project cash flows. Preliminary assumptions have been included in the financial projections for the Project. 19.4.2 Working Capital The change in working capital is included in the calculation of both the pre-tax and after-tax cashflows. The major categories of working capital are: • Accounts receivable; • Accounts payable; Authier Lithium Technical Report Summary – Quebec, Canada 253 • Deferred revenue; • Inventory. 19.4.3 Taxation The Project is subject to three (3) levels of taxation: federal corporate income tax, provincial corporate income tax, and provincial mining taxes. The taxation calculations for the Project were completed by PricewaterhouseCoopers (PwC). The current Canadian tax system applicable to Mineral Resource income was used to assess the annual tax liabilities for the Project. This consists of federal and provincial corporate income taxes, as well as provincial mining taxes. The federal and provincial (Québec) corporate income tax rates currently applicable over the operating life of the Project are 15.0% and 11.5% of taxable corporate income, respectively. The marginal tax rates applicable under the Mining Tax Act in Québec are 16%, 22% and 28% of taxable income and are dependent on the profit margin. It has been assumed that the 20% processing allowance rate associated with transformation of the mine product to a more advanced stage within the province would be applicable in this instance. The tax calculations are based on the following key assumptions: • The Project is held 100% by a corporate entity carrying on its activities solely in La Motte, Québec, and the after-tax analysis does not attempt to reflect any future changes in corporate structure or property ownership. • Financing with 100% equity and, therefore, does not consider interest and financing expenses. • Tax legislation, i.e., federal, provincial, and mining, will apply up to the end of the period covered by the calculations as currently enacted and considering currently proposed legislation. • It is anticipated, based on the Project assumptions, that Authier will pay approximately CAD$133.7M of taxes over the life of the Project. 19.5 CONTRACTS A memorandum of understanding (MOU) was developed between Authier and NAL, whereby NAL agrees to buy 100% of the Authier ore material at a selling price of CAD$120/tonne of ore, delivered to the NAL ore pad area. The MOU was developed based on a lithium grade of 0.80% Li2O to 1.15% Li2O. Authier Lithium Technical Report Summary – Quebec, Canada 254 19.6 INDICATIVE ECONOMICS, BASE CASE The economic assessment of the Project was carried out using a discounted cash flow (DCF) approach on a pre-tax and after-tax basis, based on the procurement contract between Authier Lithium and North American Lithium (NAL). No provision was made for the effects of inflation as real prices and costs were used in the financial projections. Current Canadian tax regulations were applied to assess the corporate tax liabilities, while the most recent provincial regulations were applied to assess the Québec mining tax liabilities. Cash inflows consist of annual revenue projections. Cash outflows consist of capital expenditures including sustaining capital costs, operating costs, and taxes. These are subtracted from the inflows to arrive at the annual cash flow projections. To reflect the time value of money, annual net cash flow projections are discounted back to the Project valuation date using a discount rate. For this evaluation, a base case discount rate of 8% has been assumed. The discounted present values of the cash flows are summed to arrive at the Project’s net present value (NPV). The internal rate of return (IRR) on total investment was calculated based on 100% equity financing. The IRR is defined as the discount rate that results in a NPV equal to zero. The Project’s payback period has been calculated as the time required to achieve cumulative positive cash flow. Furthermore, an after-tax sensitivity analysis has been performed to assess the impact of variations in ore price, operating costs, project capital costs and sustaining capital costs on IRR and NPV at different discount rates (0%, 5%, 8%, 10%, 12%). The economic analysis presented in this section contains forward-looking information with regard to the Mineral Resource Estimates, commodity prices, exchange rates, proposed mine production plan, projected recovery rates, operating costs, construction costs and the Project schedule. The results of the economic analysis are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those presented here. 19.7 SENSITIVITY ANALYSIS A financial sensitivity analysis was conducted on the base case after-tax cash flow NPV and IRR of the Project. The after-tax results for the Project IRR and NPV, based on the sensitivity analysis, are summarized in Table 19-5 through Table 19-8.


 
Authier Lithium Technical Report Summary – Quebec, Canada 255 The sensitivity of the after-tax NPV was evaluated for changes in key variables and parameters such as: • Capital costs; • Sustaining capital costs; • Operating costs; • Price of ore sold to NAL. After-tax NPV sensitivities are from -30% to +30% to show the impact of NPV outputs at 8% discount rate. To complement after-tax NPV sensitivities is the after-tax IRR graph, which shows the overall project impact at these various sensitivities. The after-tax sensitivity analyses show that changes in the price of ore sent to NAL and the Project operating costs create the largest NPV variations. Table 19-5 – Ore price sensitivities on after-tax NPV. Ore Price % Variation -30% -20% -10% 0% 10% 20% 30% Ore Price (CAD/t) $84 $96 $108 $120 $132 $144 $156 Discount rate 0% -$138 -$25 $65 $145 $221 $297 $372 Discount rate 5% -$144 -$71 -$11 $43 $91 $139 $186 Discount rate 8% -$140 -$82 -$33 $11 $49 $87 $125 Discount rate 10% -$136 -$86 -$43 -$4 $30 $63 $95 Discount rate 12% -$133 -$88 -$50 -$15 $15 $44 $73 IRR 0.0% 0.0% 4.0% 9.0% 15.0% 20.0% 25.0% Table 19-6 – Operating costs sensitivities on after-tax NPV. Operating Costs % Variation 30% 20% 10% 0% -10% -20% -30% Operating Costs (CAD M)) $806 $744 $682 $620 $558 $496 $434 Discount rate 0% $24 $67 $107 $145 $181 $216 $252 Discount rate 5% -$43 -$12 $16 $43 $67 $90 $113 Discount rate 8% -$60 -$35 -$11 $11 $30 $48 $67 Discount rate 10% -$66 -$44 -$23 -$4 $13 $29 $45 Discount rate 12% -$70 -$51 -$33 -$15 $0 $14 $28 IRR 1.0% 4.0% 7.0% 9.0% 12.0% 14.0% 17.0% Authier Lithium Technical Report Summary – Quebec, Canada 256 Table 19-7 – Capital costs sensitivities on after-tax NPV. Capital Costs % Variation 30% 20% 10% 0% -10% -20% -30% Capital Costs (CAD M)) $101 $94 $86 $78 $70 $62 $55 Discount rate 0% $130 $135 $140 $145 $150 $154 $159 Discount rate 5% $26 $32 $37 $43 $48 $53 $59 Discount rate 8% -$6 -$1 $5 $11 $16 $22 $27 Discount rate 10% -$21 -$16 -$10 -$4 $2 $7 $13 Discount rate 12% -$33 -$27 -$21 -$15 -$10 -$4 $2 IRR 7.0% 8.0% 9.0% 9.0% 10.0% 11.0% 12.0% Table 19-8 – Sustaining capital costs sensitivities on after-tax NPV. Sustaining Capital Costs % Variation 30% 20% 10% 0% -10% -20% -30% Sustaining Capital Costs (CAD M)) $97 $89 $82 $74 $67 $60 $52 Discount rate 0% $130 $135 $140 $145 $149 $154 $159 Discount rate 5% $29 $34 $38 $43 $47 $52 $56 Discount rate 8% -$2 $2 $6 $11 $15 $19 $23 Discount rate 10% -$17 -$12 -$8 -$4 $0 $4 $8 Discount rate 12% -$27 -$23 -$19 -$15 -$11 -$7 -$4 IRR 8.0% 8.0% 9.0% 9.0% 10.0% 11.0% 11.0% Authier Lithium Technical Report Summary – Quebec, Canada 257 Figure 19-1 – After-Tax NPV at 8% discount rate for different sensitivity scenarios. -CA$ 150 -CA$ 100 -CA$ 50 CA$ 0 CA$ 50 CA$ 100 CA$ 150 -30% -20% -10% 0% 10% 20% 30% % Variation Ore Transfer Price Opex Project Capex Sustaining Capex Authier Lithium Technical Report Summary – Quebec, Canada 258 Figure 19-2 – After-Tax IRR for different sensitivity scenario. 0% 5% 10% 15% 20% 25% 30% -30% -20% -10% 0% 10% 20% 30% % Variation Ore Transfer Price Opex Project Capex Sustaining Capex


 
Authier Lithium Technical Report Summary – Quebec, Canada 259 19.8 ALTERNATIVE CASES / SENSITIVITY MODELS As described in the previous sections, several sensitivity analyses have been undertaken on the Base Case scenario with variations of -30% to + 30% on the transfer price, the Opex, the Project Capex and the Sustaining one. For Authier, the transfer price variation has the most material impact on the profitability of the project. This price has been determined by Sayona based on the appropriate level to extract and transport ore to North-American Lithium and it represents a fair market value considering the existing conditions. In addition, in the past, the project has been evaluated on the basis of having its own process plant at site with the associated infrastructures and cost. The possibility of trucking ore to the NAL concentrator has numerous advantages and did improve the project profitability. Authier Lithium Technical Report Summary – Quebec, Canada 260 20 ADJACENT PROPERTIES The area surrounding the Property, which is located between Val-d’Or, Amos and Malartic, is well known for mineral exploration activity, especially for gold, copper, and zinc. The Authier Property is surrounded by several exploration properties owned by various companies. Figure 20-1 shows the location of metallic deposits and showings in the area. The light green dots are occurrences of lithium in the area (from the Québec MRNF Sigeom Interactive database, 2012). It should be noted that the following information is not necessarily indicative of the mineralization on the Property that is the subject of this Technical Report. The most relevant mineral property in proximity (27 km east) to the Project (Figure 20-1) is Sayona Québec’s North American Lithium (NAL) property. NAL hosts a lithium deposit occurring in a series of spodumene-bearing pegmatite dykes. In recent history, NAL operated between 2013-2014 and 2017- 2019. The project was put into care and maintenance in 2019 due to poor spodumene market conditions. Sayona Québec acquired NAL on August 30, 2021. Sayona Québec restarted mining operations at NAL in late 2022 and commenced concentrator operations in February 2023. Authier Lithium Technical Report Summary – Quebec, Canada 261 Figure 20-1 – Local metallic deposits and showings. Figure 20-2 shows a map of adjacent claims to the Authier Project. Owners of adjacent properties included 2814250 Ontario Inc., First Energy Metals Limited, Olivier Lemieux, Eagle Ridge Mining Ltd., 9219-8845 Québec Inc., Lisa Daigle, and Ressources Jourdan Inc. Authier Lithium Technical Report Summary – Quebec, Canada 262 Figure 20-2 – Adjacent properties map.


 
Authier Lithium Technical Report Summary – Quebec, Canada 263 21 OTHER RELEVANT DATA AND INFORMATION Sayona was in the process of developing the Authier Property as a mine and concentrator facility until the acquisition of the former North American Lithium (NAL) Project. Since then, Sayona has reoriented the Authier Project to a spodumene ore producer selling its ore to NAL. This chapter describes how the Authier Project will be implemented. 21.1 PROJECT EXECUTION PLAN This execution plan is conceptual in nature and will be adjusted and refined during the next phases of the Project. Construction is expected to begin soon after reception of the certificate of authorization. The critical path to ore production is the reception of the certificate of authorization, mobilizing the mining contractor, and building the main access roads and the stockpile pads. In parallel with this work, the permanent facilities will continue to be built during the mining operation with the construction of the ancillary facilities. The following will be completed first: • Administration building; • Mine security and access point; • Fuel, lube, and oil storage facility. The permanent water treatment plant (WTP) will be completed prior to mining due to a long delivery lead times, specifically for the thickener, of 12 months. Until the permanent WTP is operational, temporary treatment solutions will be implemented. 21.2 PROJECT ORGANIZATION 21.2.1 Engineering and Procurement All Project phases including detailed engineering, procurement, preproduction, and construction activities will be under the direction of the Sayona project manager. Permitting will be supported by Sayona’s environmental team. Sayona has hired complementary expertise in project and construction management to increase its project delivery ability. The result is a team of experienced individuals with knowledge of the Abitibi local Authier Lithium Technical Report Summary – Quebec, Canada 264 construction conditions and contractors. They have managed projects in similar environments for the engineering and planning stages through construction to commissioning and transfer to operations. During the completion of the feasibility study phase, the request for proposal for engineering services will be sent out. The engineering firms will be responsible for the following procurement functions: • Technical specification and scope of work documents; • Technical and economical evaluations; • Short list meetings; • Purchase order requisition preparation; • Drawing management and approval; • Reception and coordination of vendor maintenance and operational documents. The Sayona team is responsible for the following procurement functions: • Bid request; • Addenda; • Reception of bids; • Final negotiation; • Contract award; • Purchase order release; • Progressive payment; • Shop visits; • Site logistics. 21.2.2 Construction Management Sayona will provide Project construction management services under the direction of the Construction Manager. The Construction Management Team (CMT) will include the following services: • Site supervision; • Reporting; • Project cost control; • Health and safety; • Scheduling; • Site procurement and logistics. It is recognized that an effective health and safety program during the Project is a necessity. The success of the construction safety program is contingent upon its enforcement at all stages of the Project including design, construction planning, construction execution, and start-up and commissioning. Authier Lithium Technical Report Summary – Quebec, Canada 265 The CMT will also follow the Sayona procedures and work methods to ensure the protection of the environment. Furthermore, the CMT will work closely with each department of the operations group to ensure proper installation and functional results. 21.3 RISK AND OPPORTUNITY ASSESSMENT There are a number of risks and uncertainties identifiable to any new project that usually cover the mineralization, process, financial, environment and permitting aspects. This project faces the same challenges, and an evaluation of the possible risks was undertaken; the highlights of which are summarized in this section. The resulting register identifies risks, impact categories, the severity and probability ratings as well as potential risk mitigation measures. Risks in the register have been grouped into the following categories: • Financial; • Organizational; • Geology – Resources & Reserves; • Mining; • Design/Engineering; • Procurement; • Construction; • Infrastructure; • Environmental & Permitting; • Legal; • Community; • Technological; • Operations; • Sales; • Fabrication; • Logistics. The severity/impact and likelihood ratings were identified as shown in Table 21-1. . Authier Lithium Technical Report Summary – Quebec, Canada 266 Table 21-1 – Risks. Rating Likelihood (Risk probability) Impact 1 Rare: <1% 1 (Minor) 2 Unlikely 1-10% 2 (Moderate) 3 Possible 10-20% 3 (Serious) 4 Likely 20-50% 4 (Major) 5 Almost Certain: >50% 5 (Critical) A high-level project risk assessment has been completed. The risk assessment identifies risks, impact category and a mitigation plan. The likelihood, impact, controls, and measures were developed for the identified risks. The assessment is necessarily subjective and qualitative. Table 21-2 and Table 21-3 show the top risks of the Project; the whole register can be found in Table 21-4. The risk and opportunities registers should be reviewed and updated at each stage of the Project to reduce uncertainties and de-risk the Project. Table 21-2 – Main project risks. Risks Details Category Description Rating category Mitigation Measures Logistics Worldwide crisis on freight forwarding Schedule Dedicate resources for expediting & logistics Health & Safety Mining traffic uses segments of roads common to ore transport and employee traffic. Berm separates the mining traffic from the others Safety Road to be widened and berm separating mining and other traffic. Add secondary access road to remove crossings Operation Start-up during wintertime Operation Implement temporary WTP during initial mining development Operation NAL will process with new ore from Authier after about six months of operation Production Support from external engineering staff during NAL transition to the blended ore processing Engineering Consultant engineers are very busy Schedule Frequent follow-up Construction Local contractors are very busy Schedule Reach out to province-wide contractors Environment Delays in obtaining mining and construction permits Schedule Frequent follow-up and pro-active approach of permitting authorities


 
Authier Lithium Technical Report Summary – Quebec, Canada 267 Table 21-3 – Main project opportunities. Opportunity Details Category Item Financial Assess the impacts of various financing scenarios Organization Begin planning to build a strong Owner’s team for the detailed engineering phase Resource Potentially increase the size of the Mineral Resource by testing extensions of known mineralization along strike at both of the Authier pegmatites, as well as by conversion of Inferred Mineral Resources to Reserves Geology Infill definition drilling within the main resource zone where the mineralization is not well defined and is currently treated as waste Geology Increase the size of the Mineral Resource at depth by testing the deep extensions of the known mineralization, especially those located on the west portion of the deposit Mining Assess the impact of high grading during the first three years of operation Mining Assess the option of varying the number of cutbacks Mining Perform a cost trade-off to assess the used and/or larger mining equipment Environment Optimize water management and design/construct basins and treatment facilities Construction Continue focusing on delivery of turn-key packages from local contractors Construction Optimize excavation/backfill by using existing Construction Develop strategies to maximize use of waste rock as construction materials Community Continue to increase visibility of Sayona in the local community Transport Explore various transportation options Authier Lithium Technical Report Summary – Quebec, Canada 268 Table 21-4 – Project risk register. Risk Details Mitigation Category Item Likelihood Impact Principal Impact Category Risk Score Actions Status Likelihood Impact Principal Impact Category Risk Score Logistics Worldwide crisis on freight forwarding. 5 5 Project delay/ cost 25 Shipments from China need to be identified and should be rigorously followed. Different suppliers should be approached if this is the case and dedicate a resource for expediting and logistics. Open 3 5 Project delay and cost 15 Health & Safety Mining traffic uses segments of roads common to ore transport and employee traffic. Berm separates the mining traffic from the others. 4 5 Safety 20 Road to be widened and berm separating mining and other traffic. Add secondary access road to remove crossings. Open 2 5 Safety 10 Operation Start Up during wintertime. 5 4 Operation 20 Implement temporary WTP during initial mine development. Open 4 3 Operation 12 Processing Process at NAL with new ore from Authier after about 6 months. 5 4 Processing 20 Support from external engineering staff during NAL transition to the blended ore processing (NAL+Authier). Open 4 3 Processing 12 Employment Consultants’ engineers and mining contractors are very busy. 4 4 Schedule 16 Frequent follow up. Open 2 2 Schedule 4 Construction Availability of local resources in Val 'D’Or for the construction activities. 5 3 Project Delay 15 Reach out to a variety of contractors (province-wide) and express Sayona’s interest in working with them. Open 3 3 Project Delay 9 Environmental Delays in obtaining mining & construction permits. 5 3 Project Delay 15 Open 3 3 Project Delay 9 Financial Any suspension of NAL operations will remove sole buyer of Authier Ore. 3 5 Financial 15 Open 3 5 15 Organization Hiring key employees 5 3 Management 15 Hiring external support. open 3 3 Management 9 Community Social acceptability of mining project and ore transport from Authier to NAL 3 4 Social 12 Regular communication with the communities and local surveillance committee. Open 2 2 Social 4 Public hearings (impact assessment). Company's social and financial commitment to community projects. Environmental Dust generation above limits 4 3 Environment 12 Reduce speed limit to 25-30 km/h+H21 in dry condition. Open 2 2 Environment 4 Authier Lithium Technical Report Summary – Quebec, Canada 269 Risk Details Mitigation Category Item Likelihood Impact Principal Impact Category Risk Score Actions Status Likelihood Impact Principal Impact Category Risk Score (Wind erosion of TSF and roads. Dust from mining operations and processing) Water spraying on hauling roads during dry condition. Water spraying during blasting, ore and rock loading and crushing. Keep tailings and waste moisture or flooded. Progressive TSF revegetation. Financial Contract Mining OPEX higher than expected 3 4 Financial 12 Select contract mining expert to counsel during proposal request and contractual documents Open 2 2 Financial 4 Incorporate lessons learned from NAL mining procurement process. General Limitations for electronic material supplies (the difficulty of receiving components from Asia in this time of COVID and port delays) 3 4 Schedule 12 Manufacturing control at the supplier's site. Constant follow-up from suppliers. Open 2 2 Schedule 4 Logistics Roadblocks for construction or maintenance between NAL and Authier forcing rerouting 3 4 Financial 12 Prepare permit requests for alternate routings Open 3 3 9 Logistics Maintenance cost of Preissac Road to be assumed by Sayona, current assumption is road maintenance by municipality. 4 3 Financial 12 Open discussions with municipality Open 3 3 9 Procurement Equipment availability delays due to Covid impact of fabrication resource availability (Mining, lifting, treatment …) 4 3 Schedule 12 This factor has and will affect fabrication of equipment. The mitigation plan can be not to use sole source, not to have common spare parts and to accept to pay a premium to receive the equipment on site earlier. Open 2 3 Cost/ Operation 6 General Covid delays and costs 5 2 Project Delay/ Cost 10 Anticipate delays and additional costs since the impacts are not fully known. The market still volatile. Open 4 2 Project Delay/ Cost 8 Community Issues related to Indigenous relations. 2 4 Social 8 Continuous discussions, meeting with communities and signing of agreement. Open 2 3 Social 6 Authier Lithium Technical Report Summary – Quebec, Canada 270 Risk Details Mitigation Category Item Likelihood Impact Principal Impact Category Risk Score Actions Status Likelihood Impact Principal Impact Category Risk Score Geology Reserves lower than expected. 2 4 Financial 8 Ongoing R&R update Open 2 3 Financial 6 Community Social acceptability aggregate transport during construction. 3 2 Social 6 Regular communication with the communities and local surveillance committee. Open 2 1 Social 2 Public hearings (impact assessment). Company's social and financial commitment to community projects. Environmental Spring freshet requires temporary water storage in the pit and may affect productivity. 2 3 Environment 6 Open 2 3 Environment 6 Environmental Costs increase in waste rock storage facility closure plan and other assets retirement obligations. Final guarantee. Lack of a recent mine closure plan update. 2 3 financial 6 Closure plan currently under development Open 1 2 financial 2 Financial CAPEX higher than expected. 3 2 Financial 6 CAPEX update Open 2 2 Financial 4 Environmental Existing geochemical characterization has been carried out for waste rock samples. Based on results, geomembrane has been required. MELCC could require more comprehensive geochemical characterization targeting waste rock. Recent results expected based on existing SPLP results from 2017-2018. Causing a significant capital cost increase. 1 5 CAPEX 5 - Future demonstration that waste rock stockpile water contamination is within acceptable levels would allow for reduction / elimination of future bentonite membrane installation. Open 2 5 CAPEX 10 Environmental Other contaminants in the mine water over discharge limit due to explosives (ammonium nitrate) Potential surface water contamination. 2 2 Environment 4 Appropriate explosive management and best practice in blasting and appropriate water treatment. Monitoring program of the final effluent. Everything in place and function. Closed 0 0 Environment 0 Non-compliance of water quality at the final effluent. Loss of control of the water treatment. Environmental 2 2 Operation 4 Internal auditing. Open 1 2 Operation 2


 
Authier Lithium Technical Report Summary – Quebec, Canada 271 Risk Details Mitigation Category Item Likelihood Impact Principal Impact Category Risk Score Actions Status Likelihood Impact Principal Impact Category Risk Score Failure in environmental impact assessment, surveillance and management. Periodic performance review. Infrastructure Overflow of untreated water due to water treatment plant shutdown. 2 2 Environment 4 Preventative maintenance program and available spare parts, training. Open 1 2 Environment 2 Design/ Engineering Availability of qualified technical personnel dedicated to the project. 3 1 Design 3 Engineering firm needs to be secured early Open 2 2 Design 4 Environmental Seismic activities above limit disturb community. 1 2 Social 2 Review and improvement of blasting method and design. Open 1 2 Social 2 Environmental Spill or unauthorized discharge of contaminants, chemical or petroleum products. 2 1 Environment 2 Employee’s awareness and SOPs review. Open 2 1 Environment 2 Implementation of SOPs. Internal auditing. Periodic performance review. Daily inspection of operations and infrastructures (Refer to OMS manual). Employee tasks observation/assessment. Preventive maintenance of equipment. Spill kits available in all equipment and in strategic locations on site. Procurement Adequate supply and storage of reagents for water treatment of the final effluent (May result in non- compliance of discharged water quality and in the stopping of dewatering of mine pit and of process water pumping). 1 2 Environment 2 Timely discussions with distributors / manufacturers and testing reagents from various sources. Open 1 2 - 2 Authier Lithium Technical Report Summary – Quebec, Canada 272 Authier Lithium Technical Report Summary – Quebec, Canada 273 22 INTERPRETATION AND CONCLUSIONS 22.1 PROJECT SUMMARY The S-K §229.1300 compliant Technical Report Summary provides a summary of the results and findings from each major area of investigation to a level that is equivalent and normally expected for a Feasibility Study of a resource development project. 22.2 KEY OUTCOMES The authors noted the following interpretations and conclusions in their respective areas of expertise, based on the review of data available for this Report. 22.3 GEOLOGY AND RESOURCES Highlights of the Authier Lithium deposit Mineral Resource Estimate (MRE) Update are as follows: Highlights of the Authier Lithium deposit Mineral Resource Estimate (MRE) Update are as follows: • The MRE inclusive of Mineral Reserves was reported at a cut-off of 0.55% Li2O and totals 6.04 Mt, with an average grade of 0.99% Li2O in the Measured category, 8.10 Mt, with an average grade of 1.03% Li2O in the Indicated category, for a combined total of 14.1 Mt at an average of 1.01% Li2O in the Measured and Indicated categories. An additional 3.00 Mt, with an average grade of 1.00% Li2O in the Inferred category is also present at Authier Lithium; • The effective date of the MRE is June 30, 2024. • The MRE exclusive of Mineral Reserves was reported at a cut-off of 0.55% Li2O and totals 229 Kt, with an average grade of 0.80% Li2O in the Measured category, 3.18 Mt, with an average grade of 0.98% Li2O in the Indicated category, for a combined total of 3.4 Mt at an average of 0.96% Li2O in the Measured and Indicated categories. An additional 6.34 Mt, with an average grade of 0.98% Li2O in the Inferred category is also present at Authier Lithium; • The effective date of the MRE is is June 30, 2024. Authier Lithium Technical Report Summary – Quebec, Canada 274 22.4 MINING AND RESERVES Key mining outcomes include: • Conversion of a portion of the Mineral Resources into Proven and Probable Mineral Reserves of 11.2 Mt at an average grade of 0.96% Li2O. Of this total, 6.2 Mt are Proven Reserves at 0.93% Li2O and 5.1 Mt are Probable Reserves at 1.00% Li2O; • Development of a mine plan that provides sufficient ore to support an annual feed rate of approximately 530,000 tonnes at the North American Lithium (NAL) crusher; • Updated detailed mine designs, including pit phasing; • Development of a dilution model to ensure that the ore sold to NAL and fed to the crusher respects final product specifications; • Development of a life of mine (LOM) plan that results in a positive cash flow for the Project, which permits conversion of resources to reserves. 22.5 INFRASTRUCTURE AND WATER MANAGEMENT Key Infrastructure outcomes include: • Site has been optimized through the reduction in the overall footprint; • The number of basins has been reduced from the original concepts; • New geochemical data has been considered and the use of membranes in ditches and below the waste rock facility are now required; • A progressive reclamation plan has been put in place as part of the overall facility sequencing. 22.6 MARKET STUDIES A supply agreement was signed between Authier and NAL for the purchase of 100% of the ore mined at $120 CAD/t delivered (Li2O content of 0.80% to 1.15%). 22.7 ENVIRONMENTAL AND SOCIAL ISSUES As mentioned in February 2023, the government agreed to Sayona’s request to voluntarily submit the Authier project to the Bureau d’audiences publiques sur l’environnement (BAPE). In line with its


 
Authier Lithium Technical Report Summary – Quebec, Canada 275 commitment to transparency and collaboration, Sayona’s request will allow citizens to get involved in the project’s development. The BAPE’s mission is to inform government decision-making by issuing findings and opinions that account for the public’s concerns and are based on the principles of the Sustainable Development Act. 22.8 PROJECT COSTS AND FINANCIAL EVALUATION 22.8.1 Capital Costs • The Project no longer considers a concentrator on site. All ore material will be sold to NAL and treated at the NAL concentrator. • Given that all waste rock material must be considered as metal leaching, the waste rock storage facility and water collection infrastructure must be built with a geomembrane as a foundation. • The total initial capital expenditure for the Project is estimated at CAD$77.9M. This estimate qualifies as Class 3, as per AACE recommended practice R.P.47R-11. The accuracy of this estimate has been assessed at -20% to +20%. • The estimate includes all the direct and indirect project costs, complete with the associated contingency. The estimating methods include quotations from vendors and suppliers specifically sought for this Project, approximate quantities and unit rates sourced from quotations and historic projects and allowances based on past projects. A summary of the capital expenditure distribution and sustaining capital expenditures are shown in Table 22-1 and Table 22-2. Table 22-1 – Project initial capital cost detailed summary. Item Total (M CAD) Mining $5.80 Preproduction Mining $3.39 Owner Equipment and Mine Services $2.41 Infrastructure $69.62 Waste Stockpile and Water Management $44.85 Electrical Work $0.84 On-site Roads $2.53 Access Road $0.65 Owner's Costs $2.44 EPCM Services $7.33 Commissioning $0.28 Overhead $0.22 Other $1.37 Contingency $9.08 Wetland Compensation $1.50 Wetland Compensation $1.50 Authier Lithium Technical Report Summary – Quebec, Canada 276 Royalty Buyback $1.00 CDC2116146 $1.00 Total $77.92 Table 22-2 – Project sustaining capital cost detailed summary. Year Total (M CAD) Mining $3.76 Infrastructure $70.64 Sustaining Capital Costs $74.40 22.8.2 Operating Costs The operating and other costs for the Project are CAD$949M or CAD$84.54/t ore for the LOM. The detailed operating costs are presented in Table 22-3. Table 22-3 – Summary LOM operating costs. Cost Area LOM Unit Unit (M CAD$) (CAD$/t Ore) (USD$/t Ore) Mining $540.56 $48.16 $36.12 Water treatment management $58.73 $5.23 $3.92 General and Administration $20.97 $1.87 $1.40 Total operating costs $620.27 $55.26 $41.44 Reclamation bond insurance payment $7.65 $0.68 $0.51 Ore Transport and Logistics Costs $223.36 $19.90 $14.92 Total operating and other costs $851.28 $75.84 $56.88 Royalty deductions $28.96 $2.58 $1.94 First Nation royalties $27.04 $2.41 $1.81 Reclamation and closure costs $41.71 $3.72 $2.79 Total Operating, Royalties, Reclamation and Closure Costs $948.99 $84.54 $63.41 22.8.3 Financial Analysis The NPV and IRR were calculated based on the sale of ore to the NAL operation at CA$120/t. Table 22-4 provides a summary of the financial analysis, which demonstrates that the NAL Project is economically viable. Key outcomes of the UDFS include: Authier Lithium Technical Report Summary – Quebec, Canada 277 • An estimated pre-tax NPV of CAD58.1M at an 8% discount rate and a pre-tax IRR of 14.6%. • An estimated after-tax NPV of CAD10.6M at an 8% discount rate and an after-tax IRR of 9.4%. The LOM has been extended to 22 years, based on estimated Proven and Probable Mineral Reserves of 11.2 Mt @ 0.96% Li2O. Table 22-4 – Financial analysis summary. Item Unit Value (CAD) Unit Value (USD) Production Mine Life year 22 year 22 Strip Ratio t:t 6.1 t:t 6.1 Total Ore Production Mt 11.2 Mt 11.2 Revenue Ore Selling Price CAD/t 120 USD/t 90 Exchange Rate CAD:CAD 1 USD:CAD 0.75 Project Costs Open Pit Mining CAD/t ore 48.16 USD/t ore 36.12 Water Treatment and Management CAD/t ore 5.23 USD/t ore 3.92 General and Administration (G&A) CAD/t ore 1.87 USD/t ore 1.4 Reclamation Bond Insurance Payment CAD/t ore 0.67 USD/t ore 0.5 Ore Transport and Logistic Costs CAD/t ore 19.9 USD/t ore 14.92 Project Economics Gross Revenue CAD M 1347 USD M 1010.3 Total Operating Cost Estimate CAD M 627.9 USD M 470.9 Transportation and Logistics Cost CAD M 223.4 USD M 167.5 Total Capital Cost Estimate CAD M 77.9 USD M 58.4 Total Sustaining Capital Cost Estimate CAD M 74.4 USD M 55.8 Reclamation and closure costs CAD M 41.7 USD M 31.3 Royalty Deduction CAD M 29 USD M 21.7 First Nation Royalties CAD M 27 USD M 20.3 Undiscounted Pre-tax Cash Flow CAD M 280.4 USD M 210.3 Discount Rate % 8% % 8% Pre-tax NPV @ 8% Internal Rate of Return (IRR) % 14.6% % 14.6% After-tax NPV @ 8% Internal Rate of Return (IRR) % 9.4% % 9.4% Authier Lithium Technical Report Summary – Quebec, Canada 278 23 RECOMMENDATIONS 23.1 PROJECT SUMMARY The current mine plan and schedule confirms the technical and financial viability of constructing a simple open-cut mining operation, waste rock storage facility and water treatment plant at the Authier site. The positive study demonstrated the opportunity to create substantial long-term sustainable shareholder value at a low capital cost. Given the technical feasibility and positive economic results of the current plan, it is recommended to continue the work necessary to support a decision to fund and develop the project. 23.2 GEOLOGY AND RESOURCES The Author considers that the Authier Lithium deposit contains a significant open pit Mineral Resource that is associated with a well-defined mineralized trend and model. The current Mineral Resource Estimate (MRE) update has shown that the Deposit can likely be mined by conventional open pit mining methods with a scenario of off-site custom milling ore rather than constructing and using an on-site mill. Drill hole results highlighted mineralization at depth and demonstrate that the Property has the potential for an underground resource. Further drilling is recommended to ascertain this potential. The Author considers the Property to have significant potential for delineation of additional Mineral Resources and that further exploration is warranted. Sayona’s intentions are to continue to drill the Deposit and plan to direct their exploration efforts towards resource growth, with a focus on extending the limits of known mineralization along strike and at depth, as well as infill drill of the existing deposit to convert portions of Inferred Mineral Resources to Indicated and convert portion of Indicated to Measured Mineral Resources. Given the prospective nature of the Property, it is the Author's opinion that the Property merits further exploration and that a proposed plan for further work is justified. A proposed work program by SGS will help improve the Deposit development stage and will improve key inputs required to evaluate the economic viability of a mining Project (open pit and underground) at a feasibility study level. SGS is recommending that Sayona conduct further exploration, subject to funding and any other matters which may cause the proposed exploration program to be altered in the normal course of its business activities or alterations which may affect the program as a result of exploration activities themselves. A total of 30,000 m of drilling is proposed to continue to focus on updating, expanding, and extending Mineral Resources, upgrading existing Indicated and Inferred Resources as well as exploring the Deposit at depth.


 
Authier Lithium Technical Report Summary – Quebec, Canada 279 The total cost of the recommended work program is estimated at CAD$5,625,000 (Table 23-1). Table 23-1 – Recommended work program for the Authier Lithium Deposit. Item Cost in CAD$ Surface mapping, outcrop detailed description, channeling, and sampling $100,000 Soil sampling of prospective areas $50,000 Resource classification drilling; 10,000 m $1,500,000 Underground potential drilling; 20,000 m $3,000,000 Assays/Geochemistry $900,000 Updated Resource Estimate $75,000 Total $5,625,000 23.3 MINING AND RESERVES The following recommendations are provided with regards to mining and reserves: • Perform a surveying campaign to confirm bedrock surface, focusing on Phase 1 and Phase 2 of the pit, as well as the water basins locations; • Assess the impact of high grading during the initial years of operation; • Assess the option of varying the numbers of mining phases; • Perform pit optimization sensitivity on overall pit slopes, metallurgical recovery and dilution/ore loss; • Perform pit optimization using Inferred Mineral Resources to provide guidance for in-fill drilling; • Conduct an additional geotechnical assessment to confirm the recommended pit slopes prior to advancing to the next stage of the project; • Produce a 2-year detailed mine plan, including a pre-production plan; • Assess the financial and operational gains which may be achieved via the use of larger mining equipment at Authier; • Reschedule the Authier plan with a potential later state date; • Confirm haul road and pit ramp designs based on the mining contractor haulage equipment fleet. 23.4 INFRASTRUCTURE Sayona has committed not to displace any material from the adjacent esker for construction. A conceptual site layout plan was developed which includes water management and treatment facilities, traffic management, and infrastructure. All major buildings were located on existing out-crops easily visible from the LiDAR surveys. Preliminary geotechnical studies were undertaken in 2018 after completion of the Authier Lithium Technical Report Summary – Quebec, Canada 280 Definitive Feasibility Study (DFS). Final plant lay-out and water management basin dimensions will be optimized during detailed engineering. The following recommendations are made related to project infrastructure: 1. Site layout: a. Further work is recommended to optimize the site layout and footprint; b. Review roads configurations to ensure efficient traffic flow and safety of personnel; c. All road and pad construction can be appropriately scheduled to maximize the use of mine waste rock from the pit. There is a possibility of using crushing equipment to produce aggregate for the civil construction to lower costs; d. Examine extending the industrial site by back-filling with waste rock; e. Examine a strategy for waste pile management and perimeter ditch construction to be performed by mining operations; f. Optimization of the use of waste rock for construction of internal roads and infrastructure areas. 2. Geotechnical: a. Additional geotechnical investigations are recommended to characterize and define the soils on the site. 3. Survey: a. Further ground-feature surveys are needed for the proposed infrastructure areas including off-site roads and proposed intersection locations. 4. Water management: a. Water management (e.g., location of ditches, catchment basin size and water treatment plant location and size) will be optimized during the detailed engineering phase. Basin size must be appropriately dimensioned to include fire water reserve. 5. General infrastructure: a. All recommended service infrastructure work should be focused on developing turn-key packages from local contractors to reduce the overall cost. Current costs are based on preliminary proposals from local contractors. Further negotiations during the detailed engineering phase with local contractors will allow for cost optimization. 6. Off-site infrastructure: a. If sections of roads must be enlarged, or culverts should be replaced, it is recommended to discuss the financial aspects with the La Motte and La Corne municipalities. Authier Lithium Technical Report Summary – Quebec, Canada 281 23.5 MARKET STUDIES For Authier, the ore extracted is to be transported to the North-American Lithium concentrator for processing alongside North-American Lithium's ore to produce spodumene concentrate. There is no external market. For North-American Lithium, the ore processed is processed into lithium spodumene. The spodumene is then sold in part to Piedmont Lithium through the existing offtake agreement, and in part sold to market participants, for transformation in lithium carbonate or hydroxide. The spodumene can be sold directly to customers, or through an intermediary commodity trader. 23.6 ENVIRONMENTAL AND SOCIAL RECOMMENDATIONS • Continue to inform and involve stakeholders as the project advances. • Continue evaluating the impacts of the project on the environment. • Design of mitigation measures, if required, to control dust, noise, light, etc. • Increase visibility of Sayona in the region with a local office in La Motte. • Conduct BAPE audience. 23.7 PROJECT COSTS AND FINANCIAL EVALUATION • Assess impacts of different financing scenarios. • Assess the financial gains achieved via the use of larger mining equipment. • Begin tender and negotiation processes for mining contractor and ore transport contractor. 23.8 WASTE DUMPS MANAGEMENT • Complete geochemical characterization of the waste rock to determine whether the rock is acceptable as off-site civil construction materials. • Optimization of the water management plan and design/construction of the water basins and treatment plant. • Initiate and complete geochemical characterization of rock excavated from the proposed basins to confirm if this material can be reused for site construction purposes. Authier Lithium Technical Report Summary – Quebec, Canada 282 23.9 DECARBONIZATION Continue developing Sayona’s decarbonization plan: • Complete a detailed assessment of greenhouse gas (GHG) emissions for the Project. • Develop a holistic decarbonization strategy for Sayona, aligned with broader environmental, social and governance (ESG) goals. • Determine the feasibility and viability of the selected options and continue technological monitoring. 23.10 PROJECT EXECUTION A project execution strategy was included in the Updated DFS with a clear separation between detailed engineering and an owner-driven Project Construction Management (PCM) team. The flexibility of a small owner-driven construction team fits well with the size and scope of the Project. Implementing this approach, typically, is more adaptable in a short timeline, such as this one, and simplifies the construction contract administration process.


 
Authier Lithium Technical Report Summary – Quebec, Canada 283 24 REFERENCES 24.1 LIST OF REFERENCES BBA, 2023. Leblanc, I., Piciacchia, L., Jarry, M., Dupuis, P., Richard, P.-L., Quinn, J. NI 43-101 Technical Report for the Definitive Feasibility Study Report for the North American Lithium Project, La Corne, Québec, Canada. Prepared for Sayona Mining Limited. April 14, 2023. Boily, M., Pilote, P., Raillon, H., 1989. la Metallogenie des Metaux de Haute Technologie en Abitibi- Temiscamingue. MERN; MB 89-29, 118 pages, 1 Plan. Boily, M., 1995. Petrogenese du Batholite de Preissac-Lacorne: Implications pour la Metallogenie des Gisements de Metaux Rares. MRN; et 93-05, 79 pages. Canadian Dam Association, 2007, The Dam Safety Guidelines 2007 (2013 edition) Canadian Dam Association, 2013, Application of Dam Safety Guidelines to Mining Dams. Canadian Dam Association, 2014, Application of Dam Safety Guidelines to Mining Dams. Cernÿ, P., 1993. Rare element granitic pegmatites. Part I: Anatomy and internal evolution of pegmatite deposits. Ore Deposit Models, volume 2, Geoscience Canada Reprint Series 6, p. 29-47. Cernÿ, P., 1993: Rare element granitic pegmatites. Part II: Regional to global environments and petrogenegis. Ore Deposit Models, volume 2, Geoscience Canada Reprint Series 6, p. 49-62. Corfu, F.,1993, The evolution of the southern Abitibi greenstone belt in light of precise U-Pb geochronology, Economic Geology (1993) 88 (6): 1323–1340. Desrocher, JP., and Hubert, C., 1996, Structural evolution and early accretion of the Archean Malartic composite block, southern Abitibi greenstone belt, Quebec, Canada: Canadian Journal of Earth Sciences, v. 33, p. 1556-1569. Environment Canada, 2016, Guidelines for the Assessment of Alternatives for Mine Waste Disposal. Government of Canada website, Canadian Climate Normals, https://climate.weather.gc.ca/climate_normals/index_e.html, accessed Auhust 23, 2022. Hawley, M., Cunning, J., 2017, Guidelines for Mine Waste Dump and Stockpile Design, CRC Press/Balkema. https://francophonie.sqrc.gouv.qc.ca/VoirDocEntentes/AfficherDoc.asp?cleDoc=1171071051202441392 0119115718054076212106206139 Authier Lithium Technical Report Summary – Quebec, Canada 284 http://www.empr.gov.bc.ca/Mining/Geoscience/MINFILE/ProductsDownloads/MINFILEDocumentation/ CodingManual/Appendices/Pages/VII.aspx Karpoff, B.S., 1994: Summary report on Lithium Lamotte Property for Raymor Resources Ltd, GM53176, 21 pages. Kramer, S.L., 1996, Geotechnical Earthquake Engineering, Prentice Hall Inc., Englewood Cliffs, NJ. Journeaux (2018). Open Pit Slope Design, Authier Lithium Project, Feasibility Study, Sayona Mining, Val D’or, Quebec, for Sayona Mining Limited, by Journeaux Assoc. Report No. L-14-2035-1 Rev. A, April 25, 2018, 55 pages. Lamont. 2017. Caractérisation géochimique des stériles, du minerai et des résidus. Projet Authier. 28 p. + appendices. LiDAR, 2016. File: 20161108_Courbes_Geoposition_La_Motte_NAD83_MTM10.dwg. MDAG. 2021. Authier Project – Maximum Full-Scale On-Sire Concentrations in Contact with Rock and Tailings. 22 p. + appendices. MFFP. 2019. Liste des espèces fauniques menacées ou vulnérables au Québec. Internet site. Ministère de l’Énergie et des Ressources Naturelles, Direction de la restauration des sites miniers, 2016, Guide de préparation du plan de réaménagement et de restauration des sites miniers au Québec. Ministère du Développement durable, de l’Environnement et des Parcs, 2012, Directive 019 sur l’industrie minière. Ministère des Ressources Naturelles, Direction de la restauration des sites miniers, 2014, Approbation de la mise à jour du plan de restauration du site minier Québec Lithium. Ministère des transports. (2004). Manuel de conception des ponceaux. Québec : Direction des structures Mulja, T., Williams-Jones, A.E., Wood, S.A. and Boily, M., 1995a: The rare-element-enriched monzogranite-pegmatite-quartz vein system in the Preissac-Lacorne batholith, Quebec. I. Geology and mineralogy, Canadian Mineralogist, v. 33, p. 793-815. Mulja, T., Williams-Jones, A.E., Wood, S.A. and Boily, M., 1995b: The rare-element-enriched monzogranite-pegmatite-quartz vein system in the Preissac-Lacorne batholith, Quebec. II. Geochemistry and Petrogenesis, Canadian Mineralogist, v. 33, p. 817-833. Richelieu Hydrogéologie Inc., 2018. Projet de lithium Authier de Sayona Québec Étude hydrogéologique et évaluation des effets du projet sur l’environnement. 77p. + appendices. Authier Lithium Technical Report Summary – Quebec, Canada 285 Sinclair, 1996. Sinclair, W.D. 1996: Granitic pegmatites; & Geology of Canadian Mineral Deposit Types, fed.) O.R. Eckstrand, W.D. Sinclair, and R.I. Thorpe; Geological Survey of Canada, Geology of Canada, no. 8, p. 503-512 (a& Geological Society of America, The Geology of North America, v. P- 1). Statistique Canada. (2021). Tableau 14-10-0202-01 - Emploi selon l'industrie, données annuelles, Code SCIAN 212. Repéré à https://doi.org/10.25318/1410020201-fra – Format de rechange - ZIP (Archive compressée) (statcan.gc.ca). Sayona Mining, 2024. O’Connell, T., Andrews, S., O’Leary and S., Hocking, A. S-K 1300 Technical Report Summary for Mineral Resource and Mineral Reserves at North American Lithium, with effective date of June 30, 2024. Sayona Mining, 2024. Collard, S., Quinn, J., Dupere, M. and Chabot, P. Authier Lithium DFS Technical Report Summary, with effective date of December 31, 2023. United Nations (2020). United Nations Conference on Trade and Development. Commodities at a glance. Special issue on strategic battery raw materials: https://unctad.org/system/files/official- document/ditccom2019d5_en.pdf. URSTM. 2015. Essais cinétiques sur quatre lithologies du projet Québec Lithium. 54 p. Wood Mackenzie, 2022, Global lithium strategic planning outlook – Q1 2022. Authier Lithium Technical Report Summary – Quebec, Canada 286 25 RELIANCE ON INFORMATION SUPPLIED BY REGISTRANT 25.1 INFORMATION SUPPLIED BY REGISTRANT The authors of the original Definitive Feasibility Study (DFS) upon which this Report is based, relied upon information provided by experts who were not authors of the Report. The authors of the various sections of the Report believe that it is reasonable to rely upon these experts, based on the assertion that the experts have the necessary education, professional designation, and related experience on matters relevant to the technical report. The authors have assumed, and relied on the fact, that all the information and existing technical documents listed in Chapter 27 (References) of this Report are accurate and complete in all material aspects. While the authors reviewed all the available information presented, we cannot guarantee its accuracy and completeness. The authors reserve the right, but will not be obligated, to revise the Report and conclusions, if additional information becomes known subsequent to the date of this Report. The statements and opinions expressed in this document are given in good faith and in the belief that such statements and opinions are neither false, nor misleading at the date of this Report. A draft copy of the Report has been reviewed for factual errors by Sayona. Any changes made because of these reviews did not involve any alteration to the conclusions made. 25.2 DETAILS OF RELIANCE The following is a list of the experts relied upon during the development of the Updated Definitive Feasibility Study, which this report is based on, in 2023: • BBA: BBA is an engineering consulting firm which among others offers a wide range of services to the mining industry. The provided inputs related to the infrastructure and the mining, environmental, financial analysis aspects. • Price Waterhouse Coopers: PwC provided support for the pre-tax cashflow and post-tax financial analysis as well as sensitivity analysis. • Richelieu Hydrogéologie Inc.: Richelieu Hydrogéologie was founded in 2005 to provide hydrogeological consulting services. The company specializes in numerical modeling of underground water flows around mines, quarries, and sand pits, e.g., evaluation of dewatering rates for open pits, optimization of dewatering well spacing, evaluation of the impact of groundwater pumping, as well as risk assessment associated with the transport of dissolved contaminants.


 
Authier Lithium Technical Report Summary – Quebec, Canada 287 • Journeaux Assoc.: Journeaux Assoc. is an engineering consulting firm specialized in foundations, dams, bridges, maritime ports, excavations, hydrogeology, tunnels, underground transportation systems and permafrost. They offer engineering, consulting, and design services in these sectors. • Craler: This firm provided the ore transportation study. • Services Forestiers et Exploration GFE Inc.: GFE provided technical personnel to support the various drilling campaign and samples collection. • Services d’ingénierie Norinfra Inc.: Norinfra did work on the environmental evaluation EES1 and soil characterization. Norinfra are well known in Abitibi and provide engineering services to numerous mining companies. • Intervia: This firm produced the traffic study. • Groupe-conseil Nutshimit-Nippour: This First Nation consulting company, a member of Groupe Desfor, contributed to environment expertise and to the landscaping architecture and related matters. Their expertise of the local Algonquin community and other First Nations particularities brings a unique and complementary expertise to this study. • MDAG and Lamont Inc.: These firms are specialized in geochemistry. They have been involved in geochemical characterization and prediction of mine water quality and waste rock dump water quality. • CTRI: This research institute carried out geochemical characterization studies. • COREM: This research center carried out mineralogical characterization of waste samples for management optimization. • Consultants GCM, Del Degan, Massé et Associés Inc., SNC Lavalin, and Patricia Desgagné, anthropologist and Englobe Corporation, also participated in the drafting of the Environmental Impact Assessment.


 
EX-96.3 20 ex963s-k1300nalproject.htm EX-96.3 ex963s-k1300nalproject
North American Lithium DFS Technical Report Summary – Quebec, Canada Exhibit 96.3 North American Lithium DFS Technical Report Summary – Quebec, Canada 2 DOCUMENT ISSUES AND APPROVALS Document Information Project: North American Lithium S-K 1300 Technical Report Summary Document Name: OMS_2024_Sayona_NAL_TRS_Final_241114 Title: S-K 1300 Technical Report Summary for Mineral Resource and Mineral Reserves at North American Lithium Client: Sayona Date: 9th December 2024 Report Effective Date: 30th June 2024 Contributors Name Position Signature Prepared by: Tony O’Connell M AusIMM Principal Mining Engineer Steve Andrews M AusIMM Principal Consultant - Corporate Advisory Alan Hocking M AusIMM Principal Consultant Simon O’Leary M AusIMM Principal Process Engineer Approved by: Tony O’Connell M AusIMM Principal Mining Engineer North American Lithium DFS Technical Report Summary – Quebec, Canada 3 TABLE OF CONTENTS 1. Executive Summary ...................................................................................................................... 21 1.1 Introduction .......................................................................................................................... 21 1.2 Forward Looking Notice ........................................................................................................ 21 1.3 Background ........................................................................................................................... 22 1.4 Property Description and Ownership ................................................................................... 23 1.4.1 Surface Rights ................................................................................................................ 26 1.4.2 Property History ............................................................................................................ 26 1.5 Geology and Mineralization .................................................................................................. 27 1.6 Exploration ............................................................................................................................ 27 1.7 Mineral Reserve Estimates ................................................................................................... 28 1.8 Mineral Resource Estimate ................................................................................................... 29 1.9 Material Development and Operations ................................................................................ 30 1.10 Mine Design .......................................................................................................................... 30 1.11 Recovery Methods ................................................................................................................ 32 1.11.1 Metallurgical Testing ..................................................................................................... 33 1.12 Project Infrastructure ............................................................................................................ 33 1.13 Capital and Operating Cost Estimates .................................................................................. 35 1.13.1 Capital Costs .................................................................................................................. 35 1.13.2 Operating Costs ............................................................................................................. 35 1.14 Market Studies ...................................................................................................................... 36 1.14.1 Market Balance ............................................................................................................. 36 1.14.2 Spodumene Price Forecast ........................................................................................... 36 1.15 Environmental, Social and Permitting .................................................................................. 37 1.15.1 Environmental Studies .................................................................................................. 37 1.15.2 Status of Negotiations with Stakeholders ..................................................................... 37 1.15.3 Permitting ..................................................................................................................... 38 1.15.4 Reclamation and Closure .............................................................................................. 38 1.16 Economic Analysis ................................................................................................................. 38 1.17 ConcLUsions and Recommendations .................................................................................... 40 1.17.1 Key Outcomes ............................................................................................................... 40 1.17.2 QP Recommendations .................................................................................................. 41 North American Lithium DFS Technical Report Summary – Quebec, Canada 4 1.18 Revision Notes ...................................................................................................................... 41 2. Introduction ................................................................................................................................. 42 2.1 Terms of Reference and Purpose of the Report ................................................................... 42 2.2 Qualifications of Qualified Persons/Firms ............................................................................ 43 2.2.1 Contributing Authors .................................................................................................... 43 2.2.2 Site Visit ......................................................................................................................... 43 2.3 Source of information ........................................................................................................... 46 2.4 Units of Measure & Glossary of Terms ................................................................................. 46 3. Property Description .................................................................................................................... 52 3.1 Property Location, Country, Regional and Government Setting .......................................... 52 3.2 Mineral Tenure, Agreement and Royalties ........................................................................... 55 3.2.1 Surface Rights ................................................................................................................ 55 3.2.2 Mineral Rights and Permitting ...................................................................................... 57 3.2.3 Agreements and Royalties ............................................................................................ 58 3.3 Environmental Liabilities and Other Permitting Requirements ............................................ 58 3.4 Mineral and Surface Purchase Agreements .......................................................................... 60 3.5 Other Significant Factors and Risks ....................................................................................... 60 4. Accessibility, Climate, Physiography, Local Resources, and Infrastructure ................................. 61 4.1 Accessibility ........................................................................................................................... 61 4.2 Topography, Elevation, Vegetation and Climate .................................................................. 62 4.2.1 Physiography ................................................................................................................. 62 4.2.2 Climate .......................................................................................................................... 66 4.2.3 Vegetation ..................................................................................................................... 66 4.3 Local Infrastructure and Resources ...................................................................................... 67 4.3.1 Airports, Rail Terminals, and Bus Services .................................................................... 67 4.3.2 Local Workforce ............................................................................................................ 67 4.3.3 Additional Support Services .......................................................................................... 68 5. History .......................................................................................................................................... 69 5.1 General .................................................................................................................................. 69 5.2 Historical Production ............................................................................................................ 70 5.2.1 Ownership and Activities .............................................................................................. 70 5.2.2 Historical Production..................................................................................................... 72 5.2.3 2021 Acquisition to Present .......................................................................................... 75


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 5 6. GEOLOGICAL SETTING, MINERALISATION, AND DEPOSIT ............................................................ 76 6.1 Regional Geology .................................................................................................................. 76 6.2 Local Geology ........................................................................................................................ 76 6.3 Property Geology .................................................................................................................. 80 6.3.1 Volcanics ....................................................................................................................... 81 6.3.2 Granodiorite .................................................................................................................. 82 6.3.3 Pegmatite Dykes ........................................................................................................... 82 6.3.4 Mineralization ............................................................................................................... 84 6.4 Deposit Types ........................................................................................................................ 86 6.4.1 Rare-Element Pegmatites of the Superior Province ..................................................... 86 6.4.2 La Corne Pluton Rare-Element Pegmatites ................................................................... 87 7. EXPLORATION ............................................................................................................................... 89 7.1 Exploration Drilling ................................................................................................................ 89 7.1.1 Historical ....................................................................................................................... 90 7.1.2 Canada Lithium Corp. (2009 – 2011) ............................................................................ 91 7.1.3 North American Lithium Corp. (2016 – 2019) ............................................................... 91 7.1.4 Sayona (2022 – 2024) .................................................................................................... 92 7.2 Drilling Procedures ................................................................................................................ 93 7.2.1 Collar Surveys ................................................................................................................ 93 7.2.2 Downhole Surveys ......................................................................................................... 93 7.3 Core Logging Procedures ...................................................................................................... 94 8. SAMPLE PREPARATION, ANALYSES AND SECURITY ..................................................................... 98 8.1 Sample Preparation Methods ............................................................................................... 98 8.2 Analytical Laboratory Procedures ....................................................................................... 100 8.3 QA/QC (Analytical) Procedures ........................................................................................... 100 8.4 Qualified Person’s Opinion ................................................................................................. 101 9. Data verification ......................................................................................................................... 102 9.1 Project Database Validation ................................................................................................ 102 9.1.1 Drillhole Locations ....................................................................................................... 102 9.1.2 Downhole Surveys ....................................................................................................... 102 9.1.3 Assay Certificates ........................................................................................................ 102 9.2 Site Visit............................................................................................................................... 104 9.2.1 Drilling and Sampling Procedure Validation ............................................................... 106 North American Lithium DFS Technical Report Summary – Quebec, Canada 6 9.2.2 Log and Core Box Validation ....................................................................................... 107 9.2.3 Validation of Sample Preparation, Analytical, QA/QC and Security Procedures ........ 107 9.3 Qualified Person’s Opinion ................................................................................................. 107 10. MINERAL PROCESSING AND METALLURGICAL TESTING ......................................................... 108 10.1 Introduction ........................................................................................................................ 108 10.2 North American Lithium – Historical Process Plant Operations ......................................... 108 10.2.1 Québec Lithium Concentrator Operations 2013-2014 ............................................... 108 10.2.2 North American Lithium – Operations 2017-2019 ..................................................... 109 10.3 Metallurgical Laboratory TestWork Program ..................................................................... 111 10.3.1 North American Lithium Testwork Review ................................................................. 111 10.3.2 Optical Ore Sorting Test Program – 2011 ................................................................... 112 10.3.3 Historical Plant Operating Data – 2014 ....................................................................... 114 10.4 NAL 2016 Re-start Metallurgical Testing ............................................................................ 115 10.5 Authier Metallurgical Testwork Review .............................................................................. 117 10.5.1 Historical Authier Testwork ........................................................................................ 117 10.5.2 Feasibility-level Authier Testwork (2018) ................................................................... 119 10.6 Blended Ore (NAL and Authier) Testwork review ............................................................... 128 10.6.1 Preliminary Testwork (2019) ....................................................................................... 128 10.7 Qualified Person’s Opinion ................................................................................................. 146 11. MINERAL RESOURCE ESTIMATES ............................................................................................ 147 11.1 Methodology ....................................................................................................................... 147 11.2 Project Database ................................................................................................................. 148 11.3 Geological Interpretation and Domaining .......................................................................... 150 11.4 Exploratory Data Analysis ................................................................................................... 152 11.4.1 Raw Assays .................................................................................................................. 152 11.4.2 Compositing ................................................................................................................ 154 11.4.3 Grade Capping ............................................................................................................. 156 11.5 Density Estimation .............................................................................................................. 157 11.6 Geostatistics and Grade Estimation .................................................................................... 158 11.6.1 Variography ................................................................................................................. 158 11.6.2 Block Model ................................................................................................................ 161 11.6.3 Grade Interpolation .................................................................................................... 162 11.6.4 Block Model Validation ............................................................................................... 167 North American Lithium DFS Technical Report Summary – Quebec, Canada 7 11.7 Mineral Resource Classification .......................................................................................... 171 11.8 RPEEE Consideration and Cut-off Grade ............................................................................. 172 11.9 Mineral Resource Statement .............................................................................................. 174 11.10 Iron Content in the MRE ................................................................................................. 175 11.11 Uncertainty ..................................................................................................................... 176 11.12 Qualified Person’s Opinion ............................................................................................. 177 12. Mineral Reserves Estimates .................................................................................................... 178 12.1 Reserve Estimate Methodology, Assumptions, and Parameters........................................ 178 12.2 Mine and Plant Production Scenarios ................................................................................. 180 12.2.1 Pit Optimization Methodology .................................................................................... 180 12.2.2 Pit Optimization Parameters ....................................................................................... 180 12.2.3 Analysis of Pit Optimization Results ............................................................................ 182 12.2.4 Mine Design and Production ....................................................................................... 186 12.2.5 Plant Production ......................................................................................................... 192 12.3 Mineral Reserve Estimate ................................................................................................... 193 12.4 Permitting & Environmental Constraints ............................................................................ 195 12.5 Assumptions and Reserve Estimate Risks ........................................................................... 195 13. Mining Methods ...................................................................................................................... 196 13.1 Mine Design ........................................................................................................................ 196 13.1.1 Pit Phasing Strategy .................................................................................................... 196 13.1.2 LOM Production Plan .................................................................................................. 200 13.2 Geotechnical and Hydrological Considerations .................................................................. 206 13.3 Mine Operating Strategy ..................................................................................................... 207 13.4 Mining Fleet and Manning .................................................................................................. 208 13.4.1 Mine Equipment and Operations ................................................................................ 208 13.4.2 Mine Personnel Requirements ................................................................................... 209 13.5 Mine Plan and Schedule ...................................................................................................... 210 14. Processing and Recovery Methods ......................................................................................... 211 14.1 Process Design Criteria ....................................................................................................... 211 14.2 Process Flowsheet and Description .................................................................................... 212 14.2.1 Concentrator Production Schedule ............................................................................. 212 14.2.2 Concentrator Operating Design Parameters .............................................................. 213 14.2.3 Concentrator Facilities Description ............................................................................. 214 North American Lithium DFS Technical Report Summary – Quebec, Canada 8 14.2.4 Concentrator Consumables ........................................................................................ 217 14.2.5 Concentrator Process Water ....................................................................................... 219 14.2.6 Concentrator Personnel .............................................................................................. 219 14.2.7 Utilities ........................................................................................................................ 221 14.3 Products and Recoveries ..................................................................................................... 222 14.4 Recommendations .............................................................................................................. 222 15. Infrastructure .......................................................................................................................... 224 15.1 Access Roads ....................................................................................................................... 225 15.1.1 Public Roads ................................................................................................................ 225 15.1.2 Site Roads .................................................................................................................... 226 15.1.3 Private Radio Antenna ................................................................................................ 226 15.1.4 Rail ............................................................................................................................... 226 15.2 Electrical Power Supply and Distribution ............................................................................ 226 15.2.1 Site Electrical Utility Supply ........................................................................................ 226 15.2.2 Site Electrical Distribution ........................................................................................... 226 15.2.3 Emergency Power Supply ............................................................................................ 227 15.3 Fuel Storage ........................................................................................................................ 227 15.4 Natural Gas And Propane.................................................................................................... 227 15.5 Water Supply ....................................................................................................................... 228 15.5.1 Water Reclaim System ................................................................................................ 228 15.5.2 Water for Fire Protection ............................................................................................ 228 15.5.3 Potable Water ............................................................................................................. 228 15.5.4 Sewage and Waste ...................................................................................................... 228 15.6 Tailings Storage ................................................................................................................... 228 15.6.1 Tailings Management Strategy ................................................................................... 228 15.6.2 Tailings Storage Facility No. 2 (TSF-2) ......................................................................... 229 15.6.3 Waste Rock Pile 3 and Overburden Stockpiles ........................................................... 232 15.7 Site Water Management ..................................................................................................... 234 15.7.1 Water Management Strategy ..................................................................................... 234 15.7.2 Watersheds ................................................................................................................. 234 15.7.3 Basins and Ditches Design Criteria .............................................................................. 235 15.7.4 Sediment Basins .......................................................................................................... 236 15.7.5 Pumping System .......................................................................................................... 237


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 9 15.7.6 Wastewater Treatment ............................................................................................... 238 15.7.7 Climate Change Adaptation ........................................................................................ 239 15.7.8 Uncertainties ............................................................................................................... 239 15.8 Communications ................................................................................................................. 240 15.9 Security and Access Point ................................................................................................... 240 15.10 On-Site Infrastructure ..................................................................................................... 240 15.10.1 Non-mineral Waste Management .............................................................................. 240 15.10.2 Explosives Magazines .................................................................................................. 240 15.10.3 Administration Office .................................................................................................. 241 15.10.4 Mine Workshop........................................................................................................... 241 15.10.5 Process Plant Building ................................................................................................. 241 15.10.6 Assay Lab ..................................................................................................................... 241 15.10.7 Filtration building ........................................................................................................ 242 16. Market Studies and Contracts................................................................................................. 243 16.1 Market Balance ................................................................................................................... 243 16.2 Demand Forecast ................................................................................................................ 244 16.3 Supply Forecast ................................................................................................................... 245 16.4 Product Pricing .................................................................................................................... 246 16.5 Contract Sales ..................................................................................................................... 247 16.6 Packaging and Transportation ............................................................................................ 247 16.7 Risks and Uncertainties ....................................................................................................... 247 17. Environmental Studies, Permitting, Social or Community Impacts ........................................ 248 17.1 Environmental Baseline and Impact Studies ...................................................................... 248 17.1.1 Physical Environment .................................................................................................. 248 17.1.2 Biological Environment ............................................................................................... 252 17.1.3 Social Considerations .................................................................................................. 253 17.2 Project Permitting ............................................................................................................... 257 17.2.1 Ministry of Environment, Fight Against Climate Change, Fauna, and Parks (MELCCFP) 257 17.2.2 Ministry of Natural Resources and Forests (MRNF) - Lands Sector ............................ 258 17.2.3 Ministry of Natural Resources and Forests (MRNF) - Forestry Sector ........................ 258 17.2.4 Department of Fisheries and Oceans of Canada (DFO) .............................................. 258 17.3 Other Environmental Concerns .......................................................................................... 258 North American Lithium DFS Technical Report Summary – Quebec, Canada 10 17.3.1 Waste Rock, Tailings and Water Management ........................................................... 258 17.3.2 Regulatory Context ..................................................................................................... 259 17.4 Social and Community Impacts ........................................................................................... 262 17.4.1 Consultation Activities ................................................................................................ 262 17.4.2 Monitoring Committee ............................................................................................... 262 17.5 Mine Closure and Reclamation Plan ................................................................................... 263 17.5.1 Financial Commitment for Mine Closure .................................................................... 264 18. Capital and Operating Costs .................................................................................................... 265 18.1 Summary of Capital Cost Estimate ...................................................................................... 265 18.2 Mine Capital Expenditure ................................................................................................... 267 18.2.1 Mine Equipment Capital Cost ..................................................................................... 267 18.2.2 Mine Development Capital ......................................................................................... 267 18.3 Plant Capital Expenditure.................................................................................................... 267 18.4 Infrastructure Capital Cost .................................................................................................. 267 18.4.1 Pre-Approved Projects ................................................................................................ 267 18.4.2 Estimated Projects ...................................................................................................... 268 18.4.3 Direct Costs ................................................................................................................. 268 18.4.4 Indirect Costs .............................................................................................................. 273 18.4.5 Closure and Rehabilitation .......................................................................................... 275 18.5 Summary of Operating Cost Estimate ................................................................................. 275 18.6 Mine Operating Cost ........................................................................................................... 277 18.7 Plant Operating Cost ........................................................................................................... 278 18.7.1 Personnel .................................................................................................................... 279 18.7.2 Power .......................................................................................................................... 279 18.7.3 Grinding Media ........................................................................................................... 279 18.8 G&A ..................................................................................................................................... 282 18.9 Product Transport and Logistics ......................................................................................... 282 19. Economic Analysis ................................................................................................................... 283 19.1 Economic Inputs, Assumptions & Key Metrics ................................................................... 283 19.2 Products Considered in the Cash Flow Analysis .................................................................. 287 19.2.1 Spodumene Concentrate Production ......................................................................... 287 19.3 Taxes, Royalties and Other Fees ......................................................................................... 288 19.3.1 Royalties ...................................................................................................................... 288 North American Lithium DFS Technical Report Summary – Quebec, Canada 11 19.3.2 Working Capital ........................................................................................................... 288 19.3.3 Salvage Value .............................................................................................................. 288 19.3.4 Taxation ....................................................................................................................... 288 19.4 Contracts ............................................................................................................................. 289 19.5 Indicative Economics, Base Case Sensitivity Analysis ......................................................... 290 19.5.1 Positive Financials ....................................................................................................... 290 19.5.2 Sensitivity Analysis ...................................................................................................... 290 19.6 Alternative Cases / Sensitivity Models ................................................................................ 292 20. Adjacent Properties ................................................................................................................ 293 21. Other Relevant Data and Information .................................................................................... 295 21.1 Execution Plan ..................................................................................................................... 295 21.1.1 Additional Waste and Tailings Management Facilities ............................................... 295 21.1.2 Project Organization Going Forward .......................................................................... 296 21.2 Project Risks ........................................................................................................................ 297 21.3 Project Opportunities.......................................................................................................... 299 22. Interpretation and Conclusions .............................................................................................. 300 22.1 Project Summary ................................................................................................................. 300 22.1.1 Key Outcomes ............................................................................................................. 300 22.2 Geology and Resources ....................................................................................................... 300 22.2.1 Geology ....................................................................................................................... 300 22.3 Mining and Reserves ........................................................................................................... 301 22.3.1 Reserves ...................................................................................................................... 301 22.3.2 Mining ......................................................................................................................... 301 22.4 Metallurgy and Processing .................................................................................................. 302 22.5 Infrastructure and Water Management ............................................................................. 303 22.6 Market Studies .................................................................................................................... 303 22.7 Project Costs and Financial Evaluation ............................................................................... 304 22.7.1 Capital Costs ................................................................................................................ 304 22.7.2 Operating Costs ........................................................................................................... 305 22.7.3 Project Economics ....................................................................................................... 306 23. Recommendations .................................................................................................................. 308 23.1 Project Summary ................................................................................................................. 308 23.2 Geology and Resources ....................................................................................................... 308 North American Lithium DFS Technical Report Summary – Quebec, Canada 12 23.3 Mining and Reserves ........................................................................................................... 309 23.4 Metallurgy and Processing .................................................................................................. 310 23.5 Infrastructure ...................................................................................................................... 310 23.6 Environmental and Social Recommendations .................................................................... 311 23.7 Project Costs and Financial Evaluation ............................................................................... 311 24. References .............................................................................................................................. 312 24.1 General Project ................................................................................................................... 312 24.2 Geology and Resources ....................................................................................................... 313 24.3 Mining ................................................................................................................................. 315 24.4 Mineral Resources and Metallurgy ..................................................................................... 316 25. Reliance on Information supplied by Registrant ..................................................................... 317 25.1 General ................................................................................................................................ 317 25.2 Mineral Claims and Surface Rights...................................................................................... 317


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 13 LIST OF TABLES Table 1-1 – Mining title list and details ................................................................................................. 25 Table 1-2 – NAL mineral reserve statement at effective date of June 30, 2024 based on USD $1,352/t Li₂O. ....................................................................................................................................................... 28 Table 1-3 – NAL Mineral resource estimate, exclusive of mineral reserves as at June 30, 2024 ......... 29 Table 1-4 – Capital costs summary by major area ................................................................................ 35 Table 1-5 – NAL operation including Authier ore supply – financial analysis summary ....................... 39 Table 2-1 – Chapter contributions ........................................................................................................ 43 Table 2-2 – List of abbreviations and units of measurement ............................................................... 47 Table 3-1 – Mining titles list and details ............................................................................................... 56 Table 3-2 – NAL public land leases ........................................................................................................ 60 Table 5-1 – Summary of ownership and historic activities ................................................................... 69 Table 5-2 – Mine production statistics ................................................................................................. 73 Table 6-3: Local geologic units (in order of oldest to youngest) .......................................................... 77 Table 6-4: Pegmatite types in property ................................................................................................ 82 Table 6-5: Mineralogical zoning of PEG1 type pegmatites (as intersected in core from top to bottom) .............................................................................................................................................................. 83 Table 7-1: Summary of Canada Lithium Corp. drillholes ...................................................................... 91 Table 7-2: Summary of North American Lithium Corp holes ................................................................ 91 Table 7-3: Summary of Sayona drill holes completed in 2023 and 2024 ............................................. 93 Table 7-4: Summary of Canadian Lithium Corp. core logging procedures ........................................... 94 Table 7-5: Summary of North American Lithium Corp. core logging procedures ................................ 95 Table 7-6: Summary of Sayona core logging procedures ..................................................................... 97 Table 8-1: Summary of Canada Lithium Corp. sample preparation methods ...................................... 98 Table 8-2: Summary of North American Lithium Corp. sample preparation methods ........................ 99 Table 8-3: Summary of Sayona sample preparation methods ........................................................... 100 Table 9-1: Percentage of certificates received by drilling programs .................................................. 104 Table 9-2: Geological intervals inspected during site visit .................................................................. 107 Table 10-1 – Example mineralogy of NAL host rock types .................................................................. 112 Table 10-2 – Example assays of NAL host rock types ......................................................................... 112 Table 10-3 – Recent Authier metallurgical testing programs ............................................................. 118 North American Lithium DFS Technical Report Summary – Quebec, Canada 14 Table 10-4 – Chemical compositions of the pilot plant feed samples ................................................ 120 Table 10-5 – Semi-quantitative XRD results (Rietveld analysis) ......................................................... 120 Table 10-6 – Summary of grindability results ..................................................................................... 121 Table 10-7 – Reagent dosages for selected batch tests...................................................................... 123 Table 10-8 – Reagent dosages for the locked-cycle batch tests ......................................................... 125 Table 10-9 – Reagent dosages for selected pilot plant tests .............................................................. 126 Table 10-10 – Assays of ore samples tested ....................................................................................... 129 Table 10-11 – Overview of feed samples tested ................................................................................. 130 Table 10-12 – Final spodumene concentrate grade (3-stages of cleaning) ........................................ 131 Table 10-13 – Assays of the pegmatite and host rock samples .......................................................... 131 Table 10-14 – Mineralogy of the pegmatite and host rock samples .................................................. 133 Table 10-15 – Blended ore assays ....................................................................................................... 133 Table 10-16 – Reagent dosages for optimized tests ........................................................................... 134 Table 10-17 – Final spodumene concentrate assays .......................................................................... 134 Table 10-18 – Composite sample assays of the pegmatite and host rock samples ........................... 136 Table 10-19 – Mineralogy of the pegmatite and host rock samples .................................................. 137 Table 10-20 – Blended feed assays ..................................................................................................... 138 Table 10-21 – Variability sample description ...................................................................................... 139 Table 10-22 – NAL Variability sample assays: pegmatite and host rock ............................................. 139 Table 10-23 – NAL Variability sample mineralogy: pegmatite and host rock ..................................... 140 Table 10-24 – NAL blended variability sample assays ........................................................................ 140 Table 10-25 – Final spodumene concentrate assays .......................................................................... 142 Table 10-26 – Variability test conditions ............................................................................................ 143 Table 10-27 – Final spodumene concentrate assays .......................................................................... 144 Table 10-28 – Testwork conditions ..................................................................................................... 145 Table 11-1: Drilling data used in the geological model and current MRE .......................................... 149 Table 11-2: Raw data statistics – Li2O ............................................................................................... 152 Table 11-3: Composite data statistics used for estimation – Li2O..................................................... 155 Table 11-4: Specific gravity values employed for the MRE ................................................................ 158 Table 11-5: Search ellipsoids .............................................................................................................. 161 Table 11-6: Variogram parameters used for each pegmatite dyke .................................................... 161 North American Lithium DFS Technical Report Summary – Quebec, Canada 15 Table 11-7: Block model parameters used in Leapfrog Edge™ .......................................................... 162 Table 11-8: Summary of the suggested parameters from the KNA analysis ..................................... 162 Table 11-9: Summary of parameters used for Li2O grade interpolation............................................ 163 Table 11-10: Comparison of global grades for estimation method by mineralized zones ................ 170 Table 11-11: Reasonable extraction factors ...................................................................................... 173 Table 11-12: NAL mineral resource estimate, exclusive of mineral reserves – June 30, 2024 ........... 174 Table 11-13: Iron content used for MRE ............................................................................................. 176 Table 12-1 – Deswik.SO input parameters ......................................................................................... 179 Table 12-2 – Open pit optimization parameters ................................................................................. 181 Table 12-3 – Pit optimization results (red line is maximum NPV pit, yellow line is RF=1.0 pit) ......... 184 Table 12-4 – Discounted cash flows .................................................................................................... 185 Table 12-5 – Ultimate pit design parameters ..................................................................................... 189 Table 12-6 – Haul road design criteria ................................................................................................ 190 Table 12-7 – COG calculation parameters .......................................................................................... 193 Table 12-8 – NAL mineral reserve statement at effective date of June 30, 2024 based on USD $1,352/t Li₂O. ..................................................................................................................................................... 194 Table 12-9 – Environmental and permitting constraints affecting mineral reserves ......................... 195 Table 13-1 – Material quantities by phase1 ........................................................................................ 197 Table 13-2 – LOM production plan and material movement ............................................................. 201 Table 13-3 – Typical blast patterns ..................................................................................................... 207 Table 13-4 – Mining equipment description and maximum number of units .................................... 209 Table 14-1 – Grade and recoveries over LOM .................................................................................... 212 Table 14-2 – General process design criteria – concentrator ............................................................. 213 Table 14-3 – Concentrator reagents ................................................................................................... 218 Table 14-4 – Grinding media ............................................................................................................... 218 Table 14-5 – Concentrator salaried manpower .................................................................................. 220 Table 14-6 – Concentrator hourly manpower .................................................................................... 221 Table 14-7 – Grade and recoveries over LOM .................................................................................... 222 Table 15-1 – Typical dimensions of pumping basins .......................................................................... 237 Table 15-2 – OURANOS projections for temperature and precipitation ............................................ 239 Table 17-1 – Provincial and federal acts and regulations ................................................................... 260 North American Lithium DFS Technical Report Summary – Quebec, Canada 16 Table 18-1 – Capital cost estimate contributors ................................................................................. 265 Table 18-2 – Capital costs summary by major area ($M CAD) ........................................................... 265 Table 18-3 – Capital costs over LOM ($M CAD) .................................................................................. 266 Table 18-4 – Design growth ................................................................................................................ 271 Table 18-5 – Labor rate summary (Phase 2) ....................................................................................... 272 Table 18-6 – Labor productivity factors (Phase 2) .............................................................................. 273 Table 18-7 – NAL operating costs per year ($M CAD) ........................................................................ 276 Table 18-8 – General rate assumptions .............................................................................................. 277 Table 18-9 – Mine operating costs ..................................................................................................... 277 Table 18-10 – Concentrator operating costs ...................................................................................... 278 Table 18-11 – Average LOM media wear and consumption rates ..................................................... 280 Table 18-12 – Tailings operating costs ................................................................................................ 281 Table 19-1 – NAL operation including Authier ore supply – financial analysis summary ................... 285 Table 19-2 – NAL operation including Authier ore supply – cashflow over LOM ............................... 286 Table 21-1 – Internal project risks ...................................................................................................... 297 Table 21-2 – Project opportunities ..................................................................................................... 299 Table 22-1 – Major plant upgrades ..................................................................................................... 302 Table 22-2 – Projected metallurgical recoveries ................................................................................ 303 Table 22-3 – NAL CAPEX Summary ..................................................................................................... 304 Table 22-4 – Operating cost summary by area ................................................................................... 305 Table 22-5 – NAL operation including Authier ore supply - financial analysis summary .................... 305


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 17 TABLE OF FIGURES Figure 1-1 – NAL property location ....................................................................................................... 23 Figure 1-2 – Map showing NAL mineral titles ....................................................................................... 24 Figure 1-3 – Multiple exposure of pegmatite dykes in the pit (face looking west) .............................. 27 Figure 1-4 – NAL ultimate pit design – plan view. ................................................................................ 31 Figure 1-5 – NAL project site layout at end of life of mine ................................................................... 34 Figure 1-6 – Lithium products price forecast 2026-2040 ...................................................................... 37 Figure 2-1 – View of the phase 1 open cut operations ......................................................................... 44 Figure 2-2 – View of phase 2 open cut operations ............................................................................... 44 Figure 2-3 – View of phase 3 open cut operations ............................................................................... 45 Figure 3-1 – NAL property location ....................................................................................................... 52 Figure 3-2 – NAL regional property location ......................................................................................... 53 Figure 3-3 – Property overview map .................................................................................................... 54 Figure 3-4 –NAL mineral titles............................................................................................................... 57 Figure 4-1 – Location of the NAL property ........................................................................................... 61 Figure 4-2 – General arrangement of existing and planned infrastructure at the mine site ............... 63 Figure 4-3 – View looking northwesterly across the plant and mine site............................................. 64 Figure 4-4 – View looking southeasterly showing the plant facilities in the foreground of the tailings impoundment area ............................................................................................................................... 65 Figure 4-5 – Val D’or weather normals (Source: climat.meteo.gc.ca) .................................................. 66 Figure 5-1 – Québec Lithium project open pit mine operations at peak in 2014 ................................. 74 Figure 6-1: Local geology of NAL property .......................................................................................... 78 Figure 6-2: Stratigraphy of NAL property .............................................................................................. 79 Figure 6-3 – History of La Motte and La Corne plutons ........................................................................ 79 Figure 6-4 – Geology of NAL property, centered on the currently interpreted mineralized system ... 80 Figure 6-5 – Geological cross-section of mineralized system, looking northwest ................................ 81 Figure 6-6 – Coarse-grained pegmatite dyke in hole NAL-16-16 .......................................................... 83 Figure 6-7 – Spodumene megacrystals perpendicular to PEG2 contact zone in hole QL-S09-026 ...... 83 Figure 6-8 – Preferential orientation of spodumene crystals in hole NAL-16-024 ............................... 84 Figure 6-9 – Multiple exposure of pegmatite dykes in the pit (face looking west) .............................. 85 North American Lithium DFS Technical Report Summary – Quebec, Canada 18 Figure 6-10 – Coarse- to fine-grained spodumene mineralization in hole NAL-16-024 ....................... 85 Figure 6-11 – Pegmatite dyke zoning and alteration in hole NAL-16-036 ............................................ 86 Figure 6-12 – Chemical evolution of lithium-rich pegmatites over distance (London, 2008) .............. 88 Figure 7-1 Property map showing location of drill holes incorporated within the MRE ...................... 90 Figure 7-2 Infill and extension drilling program (late 2016) ................................................................. 92 Figure 7-3: Core logging facilities at RNC exploration office in Amos (35km from site) ...................... 96 Figure 7-4: Core storage sheds and facilities at the NAL’s mine site ................................................... 96 Figure 9-1 – View of the open pit visited during the site tour ............................................................ 105 Figure 9-2 – Core storage facility at the Project site ........................................................................... 105 Figure 9-3 – Core review at the core storage facility .......................................................................... 106 Figure 10-1 – Monthly spodumene concentrate production ............................................................. 110 Figure 10-2 – Concentrate grade and lithium recovery (monthly averages) ...................................... 110 Figure 10-3 – Ore sorting test program material (pegmatite upper left, granodiorite upper right, basalt lower) .................................................................................................................................................. 113 Figure 10-4 – Example images of sorted products ............................................................................. 114 Figure 10-5 – Magnetic and non-magnetic fractions from test conducted at 8,000 gauss ................ 114 Figure 10-6 – Iron rejection and Li loss to magnetic concentrate for pegmatite with 10% granodiorite (left) and 10% basalt (right) ................................................................................................................ 116 Figure 10-7 – Optimized flotation test results .................................................................................... 116 Figure 10-8 – Drillhole locations for the various metallurgical testing samples ................................. 119 Figure 10-9 – Optimized batch flowsheet ........................................................................................... 122 Figure 10-10 – Batch test grade-recovery curves ............................................................................... 124 Figure 10-11 – Locked-cycle flowsheet (Composite 1) ....................................................................... 125 Figure 10-12 – Pilot plant flowsheet (PP-06) ...................................................................................... 127 Figure 10-13 – Grade – recovery curves ............................................................................................. 129 Figure 10-14 – Fe2O3 vs. Li2O in the concentrate ................................................................................ 130 Figure 10-15 – Grade – recovery curves ............................................................................................. 134 Figure 10-16 – Comparison of WHIMS performance with basalt vs. granodiorite host rock ............. 135 Figure 10-17 – Composite samples – Effect of grind size ................................................................... 141 Figure 10-18 – Effect of collector (FA-2) dosage on flotation performance ....................................... 142 Figure 10-19 – Example of the impact of dilution on flotation performance ..................................... 143 Figure 10-20 – Example of the impact of dilution on flotation performance ..................................... 144 North American Lithium DFS Technical Report Summary – Quebec, Canada 19 Figure 10-21 – Testwork analysis: grade-recovery correlation........................................................... 145 Figure 11-1: MRE mineralized zone locations .................................................................................... 147 Figure 11-2 – 3D view looking north showing pegmatite dykes and drillhole locations .................... 149 Figure 11-3 – 3D Interpretation of pegmatite domains...................................................................... 150 Figure 11-4 – Lithology model for volcanics, granodiorite and gabbro .............................................. 151 Figure 11-5 – Historical mining voids adjusted to fit pegmatite domains, shown with semi-transparent pegmatite domains ............................................................................................................................. 151 Figure 11-6 – Distribution of the length before (left) and after (right) compositing .......................... 154 Figure 11-7 – Capping analysis for Dyke A; capping at 2.3% Li2O ...................................................... 157 Figure 11-8 – Variography study in edge (example from one zone) .................................................. 159 Figure 11-9 – Variography study in Supervisor (example from one zone) ......................................... 160 Figure 11-10 – Cross-section looking west ......................................................................................... 168 Figure 11-11 – Swath plot for mineralized pegmatite dyke A - direction Y ........................................ 169 Figure 11-12 – Classification distribution on a longitudinal section looking northwest .................... 172 Figure 12-1 – Cross section illustrating stope solids in various geological settings ............................ 179 Figure 12-2 – Cross-section view – 10m envelope surrounding underground workings for pit optimization ........................................................................................................................................ 182 Figure 12-3 – Pit optimization results ................................................................................................. 186 Figure 12-4 – Single-lane in-pit haul ramp design .............................................................................. 191 Figure 12-5 – Dual-lane in-pit haul ramp design ................................................................................. 191 Figure 12-6 – Ultimate pit – plan view ................................................................................................ 192 Figure 13-1 – Isometric view of Phase 1 ............................................................................................. 197 Figure 13-2 – Isometric view of Phase 2 ............................................................................................. 198 Figure 13-3 – Isometric view of Phase 3 ............................................................................................. 198 Figure 13-4 – Isometric view of Phase 4 ............................................................................................. 199 Figure 13-5 – Isometric view of Phase 5 ............................................................................................. 199 Figure 13-6 – Isometric view of Phase 6 ............................................................................................. 200 Figure 13-7 – LOM summary ............................................................................................................... 202 Figure 13-8 – 2023 mined area isometric view ................................................................................... 203 Figure 13-9 – 2024 mined areas isometric view ................................................................................. 203 Figure 13-10 – 2025 mined areas isometric view ............................................................................... 204 Figure 13-11 – 2030 mined areas isometric view ............................................................................... 204 North American Lithium DFS Technical Report Summary – Quebec, Canada 20 Figure 13-12 – 2035 mined areas isometric view ............................................................................... 205 Figure 13-13 – 2040 mined areas isometric view ............................................................................... 205 Figure 13-14 – Ultimate Pit isometric view ......................................................................................... 206 Figure 13-15 – Section view of mining method .................................................................................. 208 Figure 14-1 – Simplified process flowsheet – concentrator ............................................................... 214 Figure 15-1 – NAL project site layout at end of life of mine ............................................................... 225 Figure 15-2 – Tailings Storage Facility No. 2 (TSF-2) layout ................................................................ 230 Figure 15-3 – General cross-section of the tailings and waste rock facility........................................ 231 Figure 15-4 – Project watersheds under present conditions .............................................................. 235 Figure 15-5 – Project watersheds in updated conditions ................................................................... 237 Figure 15-6 – Flow Diagram at NAL site – current operating conditions ............................................ 238 Figure 16-1 – Lithium market balance forecast 2026 - 2040 .............................................................. 244 Figure 16-2 – Lithium products price forecast 2026-2040 .................................................................. 247 Figure 17-1 – Location of lakes around NAL operations ..................................................................... 250 Figure 17-2 – Provincial and regional routes around NAL operations ................................................ 255 Figure 18-1 – Concentrator operating costs ....................................................................................... 279 Figure 18-2 – Tailings operating cost breakdown ............................................................................... 282 Figure 19-1 – Production of spodumene concentrate of the LOM..................................................... 287 Figure 19-2 – NAL open pit production profile and Authier ore supply ............................................. 287 Figure 19-3 – Average annual spodumene price sensitivities ............................................................ 291 Figure 19-4 – DFS sensitivity analysis on NPV @ 8% .......................................................................... 291 Figure 20-1 – Local metallic deposits and showings ........................................................................... 293 Figure 20-2 – Claim map of adjacent properties (Supplied by Sayona, March 27, 2023). ................. 294


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 21 1. EXECUTIVE SUMMARY 1.1 INTRODUCTION This S-K 1300 compliant Technical Report Summary was prepared at the request of Sayona, based on an existing S-K 1300 compliant Technical Report Summary, which has been previously published and filed by Piedmont Lithium Inc (“Piedmont”) with an effective date of December 31, 2023. The North American Lithium (“NAL”) property is wholly owned and operated by Sayona Quebec Inc., with Sayona owning 75% and Piedmont 25% of Sayona Quebec in a Joint Venture agreement. The purpose of this TRS was to present the mineral resources estimate and mineral reserves estimate as at June 30th 2024, based on the previously completed Definitive Feasibility Study (DFS). The DFS was based on developing NAL over a 20-year production period, using conventional open-pit truck and shovel methods and concentration of the ore in the NAL concentrator facility that was re-started in March 2023 with substantial upgrades to produce a spodumene concentrate (5.40% to 5.82% Li2O). The project is being mined through surface mining methods by the sole proprietor, Sayona Quebec. The DFS includes the concentration of the Authier site ore material. The Authier run-of-mine (ROM) ore will be transported to the NAL site, blended with the NAL ore material, and fed to the crusher. Sayona Quebec Inc. serves as the registrant of this S-K §229.1300 compliant Technical Report Summary. The statement is based on information provided by Sayona Quebec and reviewed by various professionals and Qualified Persons. Qualified professionals who contributed to the drafting of this report meet the definition of Qualified Persons (QPs), consistent with the requirements of the SEC. The information in this Report related to mineral resources and Mineral reserves is based on, and fairly represents, information compiled by the QPs as of the effective date of the report. The NAL property is considered material to Sayona Quebec Inc. This report has an effective date of June 30th, 2024. 1.2 FORWARD LOOKING NOTICE Sections of the report contain estimates, projections and conclusions that are forward-looking information within the meaning of applicable securities laws. Forward-looking statements are based upon the responsible QP’s opinion at the time that they are made but, in most cases, involve significant risk and uncertainty. Although the responsible QP has attempted to identify factors that could cause actual events or results to differ materially from those described in this report, there may be other factors that cause events or results to not be as anticipated, estimated, or projected. None of the QPs undertake any obligation to update any forward-looking information. There can be no assurance that North American Lithium DFS Technical Report Summary – Quebec, Canada 22 forward-looking information in any section of the report will prove to be accurate in such statements or information. Accordingly, readers should not place undue reliance on forward-looking information. This report also includes methodologies behind the derivation of mineral resources and ore reserves, as defined under the United States Securities and Exchange Commission (SEC), through the consideration of geological, mining, and environmental factors. Proven and probable Mineral reserves, derived from measured and indicated resources respectively, both of which are assessed in this report, ultimately contribute to revenues and profits in a hypothetical business plan which aligns with Sayona Quebec’s mining plan of the subject property as of June 30th 2024, the effective date of this report. Certain information set forth in this report contains “forward-looking information”, including production of reserves, associated productivity rates, operating costs, capital costs, sales prices, and other assumptions. These statements are not guarantees of future performance and undue reliance should not be placed on them. The assumptions used to develop the forward-looking information and the risks that could cause the actual results to differ materially are detailed in the body of this report. IMPORTANT NOTICE This document is not for filing or distribution in Canada. 1.3 BACKGROUND Sayona Quebec Inc. a joint venture between Sayona Mining Limited (ASX code: SYA; OTCQB: SYAXF) (75%) and Piedmont Lithium Inc. (Nasdaq: PLL, ASX: PLL) (25%) acquired the North American Lithium Inc. mine and concentrator in La Corne, Québec, in August 2021. The operation, which was placed on care and maintenance in 2019, and has restarted since Fall 2022, includes an open pit hard rock mine, exploiting lithium-bearing pegmatite dykes, with mineral processing and lithium carbonate production facilities. This report (the Report) has been prepared at the request of Sayona, the registrant, to present the Definitive Feasibility study outcomes for the North American Lithium Project . The Project’s property (the “Property”) has seen historic production from an underground mine (1950s-1960s) with production of spodumene concentrate and lithium chemicals. More recently the mine and concentrator operated under Québec Lithium (2013-2014) and North American Lithium (2017-2019). Since acquisition August 26, 2021, Sayona Quebec has undertaken considerable work in an effort to resume open-pit mining and restart concentrator operations, which occurred respectively in Fall 2022 and Q1-2023. North American Lithium DFS Technical Report Summary – Quebec, Canada 23 1.4 PROPERTY DESCRIPTION AND OWNERSHIP The Property is situated in La Corne Township in the Abitibi-Témiscamingue region, approximately 38km southeast of Amos, 15km west of Barraute and 60km north of Val-d’Or in the Province of Québec, Canada (Figure 1-1). The site is approximately 550km north of Montréal and is serviced by road, rail, and air. As of March 27, 2023, the North American Lithium Property consists of a contiguous group of 42 mineral titles including 1 mining lease and 41 claims, covering 1,493 ha. The Property is centered near coordinates 292,500m E and 5,365,600m N (48°24'24"N, 77°49'50W), Zone 18N as located on the NTS map sheet 32C05. Figure 1-1 – NAL property location The author has not verified the legal titles to the Property or any underlying agreement(s) that may exist concerning the licenses or other agreement(s) between third parties. North American Lithium DFS Technical Report Summary – Quebec, Canada 24 A Canadian National (CN) railway line runs through Barraute, a CN section town, and passes approximately 11km to the north of the Property, but there is no spur line running to the site. There are no royalties applicable to any mineral substances extracted from the lands subject to the aforementioned mining titles. The author did not verify the legality or terms of any underlying agreement(s) that may exist concerning the Project ownership, permits, offtake agreements, license agreements, royalties, or other agreement(s) between NAL / Sayona Québec and any third parties. Table 1-1 and Figure 1-2 present the mining titles of interest. Figure 1-2 – Map showing NAL mineral titles


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 25 Table 1-1 – Mining title list and details North American Lithium DFS Technical Report Summary – Quebec, Canada 26 1.4.1 Surface Rights The NAL property consists of a contiguous group of 42 mineral titles (41 claims, 1 mining lease). The mining lease was granted to Quebec Lithium Corp. (QLI) on 29 May 2012, on the basis of a PFS filed at the time in support of the application to be granted such a lease. The mining lease has an initial term of 20 years, expiring on May 28th, 2032. 1.4.2 Property History The original discovery of spodumene-bearing pegmatite on the Property was made in 1942; the site was first put into production in 1955 by QLI, who had acquired the Property in 1954. At the end of 1955, two stopes were in operation that contained approximately 136,000 metric tonnes of ore grading 1.2% Li2O. The original mine ran from 1955 until 1959, and intermittently after that until 1965, with altogether 938,292 t of ore milled from 1,084,738 t mined from underground operations. In the first few years of operation, QLI sold spodumene concentrate to Lithium Corporation of America Inc., but by mid-1959, this contract had been cancelled and refining facilities were built and operated at site, producing lithium chemicals, including lithium carbonate, lithium hydroxide monohydrate and lithium chloride; however, owing to the combination of a strike and depressed market conditions, the operation was finally shut down in 1965, but not for a lack of resources. The Property underwent a number of changes in ownership, but in 1987, Cambior Inc. acquired all assets of QLI. Through 1990-1991 the site underwent rehabilitation, and the mining facilities were once again sold. In May 2008, Canada Lithium Corp. (CLC) acquired the Property. Under their ownership, a program of metallurgical testwork was completed to produce battery-grade lithium carbonate and in 2010, a pre- feasibility study was completed for the development of an open-pit mine and lithium carbonate plant that was intended to operate for 15 years. In December 2010, CLC issued a feasibility study to further advance the Project, with a decision taken to proceed to construction that would begin in September 2011. The Project operated from late 2012 until September 2014, when it faced commissioning issues and mounting commercial and financial difficulties. The plant was placed on care and maintenance in November 2014 and remained so until July 2016, when it was acquired by NAL, who proceeded to carry out additional infill diamond drilling and updated studies, along with engineering works to recommission the Project to resume production in 2017. NAL operated from 2017 to 2019 and was put on care and maintenance in March 2019 due to poor market conditions. Following Sayona’s acquisition of the NAL project in La Corne, Québec, in August 2021, historical geological, mining and process data was reviewed to fully evaluate the project. The data review process allowed for the update of the mineral reserves estimate and increased concentrator mill North American Lithium DFS Technical Report Summary – Quebec, Canada 27 throughput, from 3,800 tonnes per day (tpd) to 4,200 tpd to produce a 6.0% Li2O spodumene concentrate. 1.5 GEOLOGY AND MINERALIZATION NAL Property contains more than 49 spodumene-bearing pegmatite dykes, these are mainly hosted within granodiorite and mafic volcanic rocks, as shown in Figure 1-3. The mineralized system extends more than 2km in the NW-SE direction with a width of 800m and remains largely open at depth. Individual spodumene-bearing pegmatite dykes are relatively continuous where exposed over long distances and across several benches in NAL pit. Spodumene-bearing pegmatite dykes vary in width from tens of centimeters, up to 90m and are interpreted to extend for several hundred meters in length. Most of the dykes greater than 3m in width are spodumene-bearing. Figure 1-3 – Multiple exposure of pegmatite dykes in the pit (face looking west) 1.6 EXPLORATION The Project database used in the MRE includes drillhole and sample information collected from the 2009, 2010, 2011, 2016, and 2019 programs and resampling of drill core during 2022. The Project database comprises 600 surface-collared and 652 underground-collared diamond drillholes (DDH) with a cumulative length of 119,328 m. A subset of 247 DDH were used to create the MRE. North American Lithium DFS Technical Report Summary – Quebec, Canada 28 Quality assurance and quality control (QA/QC) procedures that conform to current industry standards were developed and implemented for all of the drilling and sampling programs. 1.7 MINERAL RESERVE ESTIMATES The Mineral reserve estimate considers the open-pit constrained portion of the mineral resources. The previous Mineral reserves estimate was completed at 31st December 2023, and is based on the block model used to report the mineral resources presented in Chapter 11 of this Report. For the filing of this S-K 1300 compliant report, the original MRE was reviewed by Tony O’Connell, P.Eng., whom is the responsible QP for this section of the report. The estimate reserves from December 31st 2023 where then depleted by Tony O’Connell, P. Eng., using surveyed topographic surfaces to calculate the reserve estimates as at June 30th 2024. The North American Lithium Mineral reserves have been estimated for a total of 19.7 Mt of proven and probable Mineral reserves at an average grade of 1.08% Li2O, which is comprised of 0.2 Mt of proven Mineral reserves at an average grade of 1.04% Li2O and 19.6 Mt of probable Mineral reserves at an average grade of 1.08% Li2O, as shown in Table 1-2. Table 1-2 – NAL mineral reserve statement at effective date of June 30, 2024 based on USD $1,352/t Li₂O. North American Lithium Project Mineral Reserve Estimate (0.60% Li2O cut-off grade) Category Tonnes (Mt) Grades (%Li2O) Cut-off Grade % Li2O Met Recovery % Proven Mineral Reserves 0.2 1.04 0.60 73.6 Probable Mineral Reserves 19.6 1.08 0.60 73.6 Total Mineral Reserves 19.7 1.08 0.60 73.6 1. Mineral reserves are measured as dry tonnes at the crusher above a diluted cut-off grade of 0.60% Li2O. 2. 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$1,352/t and an exchange rate of 0.75 US$: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. 3. Topographic surface as of June 30, 2024, was used to adjust from December 31, 2023. 4. The reference point of the mineral reserves estimate 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 support a positive LOM cash flow model. According to SEC Definition Standards on mineral resources and reserves, inferred resources cannot be converted to mineral reserves. 6. The waste and overburden to ore ratio (strip ratio) is 8.3. 7. The mineral reserves for the Project was originally estimated by Mélissa Jarry, P.Eng. OIQ #5020768, and subsequently reviewed by Tony O’Connell, P.Eng., who serves as the QP under S-K §229.1300. 8. Mineral reserves are valid as of June 30, 2024. 9. Totals may not add up due to the rounding of significant figures.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 29 The mineral reserves estimates have been classified according to the underlying classification of the mineral resource estimates and the status of the Modifying Factors. The status of the Modifying Factors is generally considered sufficient to support the classification of proven mineral reserves when based upon measured mineral resources, and probable mineral reserves when based upon indicated mineral resources. 1.8 MINERAL RESOURCE ESTIMATE The mineral resource estimate (MRE) was originally prepared by BBA Inc and subsequently reviewed by Measured Group and Optimal Mining. The effective date for the MRE is 30 June 2024. The mineral resource estimate, which is exclusive of the mineral reserves, has been tabulated in Table 1-3. Table 1-3 – NAL Mineral resource estimate, exclusive of mineral reserves as at June 30, 2024 NAL – Total Open Pit and Underground Constrained Mineral resource Statement Category Tonnes (Mt) Grade (% Li2O) Cut-Off Grade % Li2O Met Recovery % Measured 0.7 1 0.60 73.6 Indicated 6.5 1.15 0.60 73.6 Measured and Indicated 7.3 1.14 0.60 73.6 Inferred 33 1.23 0.60 73.6 1. The information presented in this table was previously published by Sayona in a NI 43-101 Technical Report titled “Definitive Feasibility Study Report for the North American Lithium Project, La Corne, Quebec, Canada” dated April 20, 2023. 2. The effective date of the MRE is June 30, 2024. 3. The mineral resource estimate is exclusive of mineral reserves. 4. Mineral resources are 100% attributable to NAL Property. Sayona has 100% interest in North American Lithium. 5. These mineral resources are not mineral reserves as they do not have demonstrated economic viability. The quantity and grade of reported inferred resources in this MRE 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. 6. 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 MRE 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. 7. The MRE was 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. 8. The model comprises 49 mineralized dykes (which have a minimum thickness of 2 m, with rare exceptions between 1.5m and 2m). North American Lithium DFS Technical Report Summary – Quebec, Canada 30 9. 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. 10. 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. 11. The MRE presented herein is categorized as measured, indicated and inferred resources. 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. 12. The number of tonnes (metric) and contained Li2O tonnes were rounded to the nearest hundred thousand. 13. The QPs are not aware of any known environmental, permitting, legal, title-related, taxation, socio-political, marketing, or other relevant issues that could materially affect the mineral resources estimate other than those disclosed in this report. 1.9 MATERIAL DEVELOPMENT AND OPERATIONS NAL's mining site restarted the pit operations with a first mass blasting in November 2022. The processing plant restarted in March 2023. 1.10 MINE DESIGN The Project will be mined using a conventional open-pit drill-blast-load-haul cycle, with a 10m bench height, for delivery of run-of-mine (ROM) ore from the open pit to the crusher. The Project has been operational since November 2022 using the same mining practices. Historical underground openings are within the proposed open pit and mining in these areas will take place in the near term, necessitating particular consideration in detailed mine planning and operations. To maximize the Project net present value (NPV), a series of six mining phases were developed, including the ultimate pit design shown in Figure 1-4 . A set of pit shells were obtained from the optimization process inside the ultimate pit design, and they were used as a basis to guide the designs of the phases. Special attention was given to the historical underground openings when setting the physical limits for every phase, resulting in phase limits not precisely following the pit optimization shells. Additional care was taken to ensure that phase walls do not intersect these old workings. These phase designs were developed to define the mining sequence. The following criteria were used in the mine phase designs:  Minimum mining width of 60m considered between phases on the surface and 40m at the phase bottoms.  The Phase 1 design corresponds to the continuation of the previous mining operations in the southeastern part of the pit. In 2019, that area had already been mined to elevation 360 m.  Ease of access to different mining areas.  Mining and processing production rate.  Physical constraints posed by historical underground workings. North American Lithium DFS Technical Report Summary – Quebec, Canada 31 Figure 1-4 – NAL ultimate pit design – plan view. Local modifications to the short-term design will be required for safe and stable excavations in areas where old underground stopes intersect the pit phases wall or floor, or drifts run parallel to the pit wall. Slopes in these areas should be developed with care to ensure the safety of personnel and prevent equipment damage due to collapsing stopes and drifts. Investigation and evaluation of hazards relating to those underground workings should be initiated during the detailed engineering design phase of the project and continued through the operating life of the mine. The total volume of the underground stopes, drifts and shaft is less than 1% of the total final pit volume, so these historical workings affect a relatively small portion of the overall operation. North American Lithium DFS Technical Report Summary – Quebec, Canada 32 1.11 RECOVERY METHODS After having been placed on care and maintenance in early 2019, NAL recently restarted concentrator operations in Q1 2023. The plant will initially process lithium-bearing pegmatite ore from the NAL mine. When the Authier mine comes into operation in 2025, the NAL concentrator will process a blend of ore from the NAL deposit and the Authier mine to produce a spodumene concentrate ranging in grade from 5.40 to 5.82% Li2O. The run of mine ore from Authier will be transported to NAL and processed through the NAL mill during the 18 years of Authier mine operation. During the Authier life of mine (LOM), the NAL crushing plant will be fed based on a 33% Authier / 67% NAL blend ratio. The crushing plant has a design production throughput of 4,588 tpd of blended ore. The crushing plant will process approximately 1.56 Mtpy of ROM ore and the concentrator will process approximately 1.43 Mtpy of ore at the rod mill. The optical sorters will reject roughly 132,000 tpy of waste material. The crushing circuit availability is estimated at 65%, while concentrator availability is estimated at 93%. Several process improvements were incorporated into the crushing plant and concentrator flowsheets in the past year with the objectives of increasing throughput and ensuring production of high quality spodumene concentrate. Modifications to the plant include:  Modifications to the dump pocket and installation of an apron feeder ahead of the primary crusher.  The 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.  The addition of a crushed ore storage dome to increase ore retention capacity. The crushed ore pile will feed the rod mill feed conveyor during periods of crushing circuit maintenance. The designed concentrate production is estimated to be 184,511 tpy (dry) at 5.82% Li2O, or the equivalent of 22.65 tph. The lithium recovery is estimated to be 66.3%. Concentrate will be trucked to Val-d’Or; from there it will be transloaded onto rail cars and transported by train to the Port of Québec, where it will be stored prior to being sold.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 33 1.11.1 Metallurgical Testing In recent history, the NAL concentrator operated from March 2013 to September 2014 (Québec Lithium Inc.), and June 2017 to March 2019 (North American Lithium Inc.). Extensive metallurgical testwork has been undertaken on ore from the NAL deposit since 2008. More recent testwork (2016 and 2022) focused on the impact of host rock type and the impact of dilution on metallurgical performance. Historical metallurgical testwork for the Authier project was undertaken as part of feasibility studies carried out for the mine and concentrator project in 2018 and 2019. Once the Authier mine begins production, the NAL concentrator will be fed with blended ore comprising 33% Authier and 67% NAL run-of-mine ROM ore. Recent metallurgical testing has investigated the processing of blended feed combining the two ore types. As part of the DFS, two composite samples and five variability samples were tested. The variability samples were selected from NAL drill core (quarter core). The samples were selected to represent early years of production (years 1-10) and to include each major type of host rock (i.e., granodiorite, gabbro and volcanics). The NAL concentrator mass balance was produced based on historical production data, testwork results, and the selected flowsheet with recent upgrades. 1.12 PROJECT INFRASTRUCTURE The North American Lithium property is located 60km to the north of the city of Val-d’Or and 35km to the southeast of the city of Amos. The Project is readily accessible by the national highway and a high- quality rural road network. Current site infrastructure includes:  Open pit.  Processing plant and ROM ore pad.  Waste rock and overburden storage areas.  Conventional tailings pond (TSF-1).  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.  Water management infrastructures. North American Lithium DFS Technical Report Summary – Quebec, Canada 34 Proposed new site infrastructure includes:  Expansion of the open pit.  Additional tailings management facilities including dry-stacked tailings area and tailings filter plant.  Additional waste stockpile area.  Relocation of the fuel, lube, and oil storage facility. Figure 1-5 shows the proposed infrastructure at NAL at the end of mine life. Figure 1-5 – NAL project site layout at end of life of mine North American Lithium DFS Technical Report Summary – Quebec, Canada 35 1.13 CAPITAL AND OPERATING COST ESTIMATES 1.13.1 Capital Costs The total estimated capital cost (+/-20%) of the Project facilities is estimated at $363.5M which includes a provision of $35M for closure and rehabilitation activities. A breakdown of capital expenditure is provided in Table 1-4. Table 1-4 – Capital costs summary by major area Cost Item Capital Expenditures ($M) Mining Equipment $105.6 Dry Stack Mobile Equipment $19.6 Pre-Approved Projects $26.9 Tailings Filtration Plant and access Roads $80.6 Various Civil Infrastructures $37.6 Tailings Storage Facilities $53.4 Truck Shop Expansion $4.9 Reclamation & Closure $34.9 Total CAPEX $363.5 1.13.2 Operating Costs The NAL DFS is based on an annual ore feed of circa 1.4 Mtpy to the process plant to deliver average annual output (steady state) of 184,511 tonnes annually of spodumene concentrate containing 5.82% Li2O. The current LOM plan is based on a multi-stockpile strategy (low-grade, high-grade and Authier) to enable optimal blending of ore. Operating cost estimates were generated for each of the major disciplines:  Mining,  Processing,  Tailings,  General and Administrative, and  Product transport and logistics. The operating cost estimate was based on Q1 2023 assumptions. The estimate has an accuracy of ±15-15% and does not include any contingency. Mining, process, and tailings management are generally itemized in detail; however, General and Administration (G&A) items, such as training, are calculated estimates and have been included as an allowance. Many items of the operating cost estimate are based on firm supply quotations, budgetary quotations, NAL supplied costs and North American Lithium DFS Technical Report Summary – Quebec, Canada 36 allowances based on in-house data. The overall estimate combined inputs from BBA and Sayona Quebec. All mine site staff and administration personnel work 10-hour shifts on a 4 on / 3 off basis. Contracted mine operations work 12-hour shifts. For the processing plant, operations crews work two 12-hour shifts. There are four shift crews rotating on a 7 on / 7 off schedule. The majority of the process plant maintenance personnel will work 8-hour shifts on a 5 on / 2 off basis. More details on the final operating costs for the NAL LOM is provided in chapter 0. 1.14 MARKET STUDIES Market studies have been based on the “Lithium Forecast Report” prepared by Benchmark Materials for Sayona Quebec dated Quarter 2, 2024. 1.14.1 Market Balance Lithium prices declined sharply in 2023, due to a combination of lower than expected EV sales, build- up of in-process inventories and rising supply, which created an oversupplied market. In 2024, prices levelled off during the first half of the year. However, oversupply in China has been exerting continued downward pressure on prices. Forecast higher demand in the second half of the year, particularly in Q3, will establish support levels for prices. Overall, supply is projected to grow by 24% in 2024, while demand is expected to grow at a faster pace of 31% thereby creating a nearly-balanced market for the year. In 2025, prices are expected to remain subdued as an oversupplied market emerges from increasing supply in several countries. Although demand is projected to grow by approximately 23% in 2025, this increase will not be sufficient to counterbalance supply growth of nearly 32%. The lithium market is projected to enter a deficit from 2030 onwards. From this point onwards there is an ever-growing deficit which will lead to either demand destruction or yet-to-be identified new supply coming online to bridge the supply gap. 1.14.2 Spodumene Price Forecast Forecast lithium product sale prices calculated by BMI are shown in Figure 1-6. The average sale price of 6% spodumene concentrate is approximately US$1,860/t between 2026 and 2040.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 37 Figure 1-6 – Lithium products price forecast 2026-2040 1.15 ENVIRONMENTAL, SOCIAL AND PERMITTING 1.15.1 Environmental Studies Over the past few years, several environmental studies were conducted, and regulatory monitoring of operations was instituted. Since the restart of operation, the site is staffed with a complete environmental team that ensure compliance, regulatory and site activities monitoring as per required. Results from the geochemical studies showed that waste rocks are not acid rock drainage (ARD) or metals leaching (ML). Therefore, no special requirements are required by the Ministry of Environment, Fight Against Climate Change, Fauna, and Parks (MELCCFP) for stockpiling and water management. MELCCFP also allows use of waste rocks for mine construction purposes (road, lay- down areas, etc.). At the end of 2017 and the beginning of 2018, only seven samples of tailings produced by the spodumene concentrate production have been analyzed. The results showed that tailings from spodumene concentrate production are not ARD nor ML. 1.15.2 Status of Negotiations with Stakeholders A public communication and consultation program was developed in 2009 and consisted of two separate phases; the first one being to provide regional representatives, as well as the general population, with information on the Project, and to invite them to share their concerns and expectations. The next step, which took place from January to May 2010, consisted of 18 meetings with stakeholders from various groups, i.e., representatives from the government, municipalities, the North American Lithium DFS Technical Report Summary – Quebec, Canada 38 Council of the Abitibiwinni First Nation of Pikogan, recreational and tourism groups, and the general public. The second phase of the consultation program was held to notify stakeholders of the Project’s progress and to learn more about regional concerns and expectations. This second phase was carried out between October 2010 and March 2011. Thirty or so meetings were held with 27 stakeholder groups and, more specifically, representatives from governments, municipalities, the councils of the Abitibiwinni First Nation of Pikogan and the Anishnabe First Nation of Lac Simon, recreational and tourism groups, local and regional development agencies, environmental groups, and the public. The stakeholders’ concerns were considered during Project planning. Continuous communication is in place with main stakeholders of the project such as La Corne municipality and First Nations. A working group with 5 citizens from Lac Legendre, the nearest residential area, have been put in place in 2024 to discuss preoccupation about noise, vibration and water quality. 1.15.3 Permitting The Project is operational and all steps for obtaining the necessary permits from federal and provincial regulatory authorities have been completed to accommodate operations. Submissions for additional authorizations have also been sent to the relevant agencies for new infrastructure which will be required in the short and medium term. Strong planning of long-term development authorization is in progress to ensure continuous operation while site expansion. 1.15.4 Reclamation and Closure A closure plan has been sent to MRNF at the beginning of December 2022. Since then, several exchanges have been made between the NAL team and the ministry and it is anticipated that the closure plan will be accepted, which will ensure that an update of the financial provision will be made. Currently, the amount assessed for closure is CA$36.5m. 1.16 ECONOMIC ANALYSIS The project shows positive financials, the evaluation is as follows:  The DFS’s NPV and IRR were calculated based on the production of spodumene concentrate at a grade of 5.4% Li2O over the first four years, then at 5.82% Li2O for the following 16 years, for a 20-year life-of-mine.  Pre-tax NPV (8% discount) estimated at $2,001M CAD with pre-tax IRR of 4,701 %.  Post-tax NPV (8% discount) estimated at $1,367M CAD with post-tax IRR of 2,545 %. The major inputs and assumptions used for the development of the financial model and the results of the economic analysis are presented in Table 1-5. North American Lithium DFS Technical Report Summary – Quebec, Canada 39 Table 1-5 – NAL operation including Authier ore supply – financial analysis summary Metrics Unit Value Life of Mine year 20 Processing: Average Annual Ore Feed to Plant Mtpa 1.4 Mining: Total Material Mined Mt 201.1 LOM - Mill daily throughput tonne/day 4,200 Years 1-4 average1 concentrate production tonne 226,000 After year 5 to end of LOM average2 concentrate production tonne 185,814 LOM average annual concentrate production tonne 190,039 Years 1-4 recovery3 % 70.2 Years 5-20 recovery3 % 66.3 Average LOM recovery % 67.4 Average Blended Crusher Feed Grade % Li2O 1.0 Average LOM strip ratio waste: ore 8.3 LOM Spodumene Concentrate Market Price USD/t 1,352 CAD / US$ assumption CAD / USD 0.75 5 years Cumulative FCF $ million 1,005 Project Total LOM Capital Cost $ million 363.5 Total Net Revenue $ million 6,818 Project EBITDA $ million 3,318 Mining cost $/t mined 4.75 Milling cost $/t milled 27 AISC $/t conc 987 Total Cash Cost $/t conc 817 Pre-Tax Net Present Value (NPV) $ million 2,001 Pre-Tax Internal Rate of Return (IRR) % 4,701 Discount Rate % 8 Pre-Tax Project payback period year N/A After-tax NPV $ million 1,367 After-tax payback period year N/A After-tax IRR % 2,545 Notes: 1. Excluding ramp up time of 6 months. Producing spodumene concentrate @ 5.4% North American Lithium DFS Technical Report Summary – Quebec, Canada 40 1.17 CONCLUSIONS AND RECOMMENDATIONS The DFS which this TRS is based, indicates that the Project is technically feasible and commercially viable based. Given the technical feasibility and positive economic results of this Report, it is recommended to continue to operate the North American Lithium mine complex. 1.17.1 Key Outcomes 1.17.1.1 Mining Key mining outcomes include:  Development of a mine plan that provides sufficient ore to support an annual production rate of approximately 912kt at the rod mill coming from NAL. The remaining portion comes from Authier, (~530kt), for an average total annual feed to the NAL Rod Mill of 1,425kt.  Development of a dilution model to ensure that potential run-of-mine (ROM) ore feed respects final product specifications.  Detailed mine designs, including pit phasing and waste pile plans.  Development of a life-of-mine (LOM) plan that results in a positive cash flow for the Project, which permits conversion of resources to reserves. 1.17.1.2 Mineral Processing There is no capital expenditure expected for the processing plant given that all the preproduction costs for processing have already been spent prior to the publication of this Technical Report Summary. 1.17.1.3 Marketing and Sales According to Benchmark Materials’ “Lithium Forecast Report” (dated Quarter 2, 2024), the average sale price of 6% spodumene concentrate is approximately US$1,860/t between 2026 and 2040. 1.17.1.4 Capital Cost At the time of writing this report, the plant commissioning is complete and ramp-up in production to 3,800tpd has been achieved. As planned, some elements of the Project approved by Sayona Quebec as part of the NAL restart continue beyond the start of operations. These projects include the following:  Additional main substation transformer.  Miscellaneous refurbishing activities. The estimated value for these projects is inclusive of direct, indirect, related owner’s costs, pre- operational verification, commissioning, operational readiness, and contingencies.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 41 1.17.1.5 Operating Cost Operating costs have been calculated based on detailed schedules, equipment hour calculations and factors for ancillary and personnel requirements. A summary of the operating costs are provided below:  Mining costs for combined ore and waste are $4.75 CAD /t mined.  The total on-site operating cost to produce spodumene concentrate is estimated to be $27.00 CAD/t crushed ($220.27 CAD/t concentrate).  Authier ore purchased for the process plant is $269.82 CAD/t concentrate.  Selling costs, which are the Transport and Logistics of concentrate costs, are $102.44 CAD/t concentrate. 1.17.1.6 Project Economics Positive DFS shows the value of NAL, confirming technical and financial viability over the 20-year life of mine as summarized below:  The DFS’s NPV and IRR were calculated based on the production of spodumene concentrate at a grade of 5.4% Li2O over the first four years, then at 5.82% for the following 16 years, for a 20-year life-of-mine.  Pre-tax net present value (8% discount rate) estimated at $2,001M CAD with pre-tax internal rate of return (IRR) of 4,701%.  Post-tax NPV (8% discount rate) is estimated to be $1,367M CAD with post-tax IRR of 2,545%. 1.17.2 QP Recommendations Despite current low commodity prices, it is recommended to continue to operate the North American Lithium mine complex due to its strong long-term economic outlook. 1.18 REVISION NOTES An initial S-K §229.1300 compliant TRS was previously published and filed by Piedmont Lithium Inc (“Piedmont”) with an effective date of December 31, 2023. North American Lithium DFS Technical Report Summary – Quebec, Canada 42 2. INTRODUCTION 2.1 TERMS OF REFERENCE AND PURPOSE OF THE REPORT This S-K 1300 compliant Technical Report Summary (“TRS” or “the report”) was prepared at the request of Sayona (“Sayona”), based on an existing S-K 1300 compliant Technical Report Summary, which has been previously published and filed by Piedmont Lithium Inc (“Piedmont”) with an effective date of December 31, 2023. The North American Lithium (“NAL”) property is wholly owned and operated by Sayona Quebec Inc (“Sayona Quebec”), with Sayona owning 75% and Piedmont 25% of Sayona Quebec in a Joint Venture agreement. The purpose of this TRS was to present the mineral resources estimate and mineral reserves estimate as at June 30th 2024, based on the previously completed Definitive Feasibility Study . The DFS was based on developing NAL over a 20-year production period, using conventional open-pit truck and shovel methods and concentration of the ore in the NAL concentrator facility that was re-started in March 2023 with substantial upgrades to produce a spodumene concentrate (5.40% to 5.82% Li2O). The DFS includes the concentration of the Authier site ore material. The Authier run-of-mine (ROM) ore will be transported to the NAL site, blended with the NAL ore material, and fed to the crusher. The economic analysis presented in this report is based on proven and probable mineral reserves, which contain measured and indicated mineral resources only. Inferred mineral resources have not been considered in the analysis as these are considered too geologically speculative to have mining and economic considerations applied to them that would enable them to be categorized as mineral reserves. This report was prepared as a collaborative effort between Optimal Mining Solutions Pty Ltd, Measured Group Pty Ltd (“Measured Group”), Xenco Services Pty Ltd (“Xenco”) and Wave International (“Wave”). Optimal Mining Solutions Pty Ltd is an independent mining engineering consulting firm based in Brisbane Australia. Measured Group Pty Ltd is an independent geological and mining consulting firm based in Brisbane Australia with offices also in Perth and Singleton, Australia. Xenco Services is an independent mining services consulting firm based in Brisbane Australia with an office also in Perth. Wave International Pty Ltd is an independent engineering consultancy based in Perth Australia with offices in Brisbane, Mongolia, South Africa and the Netherlands. North American Lithium DFS Technical Report Summary – Quebec, Canada 43 2.2 QUALIFICATIONS OF QUALIFIED PERSONS/FIRMS 2.2.1 Contributing Authors Table 2-1 presents the Qualified Persons (QPs) who contributed to each chapter of this Report. The QPs of this Report are in good standing with the appropriate professional institutions. The QPs have supervised the preparation of this Report and take responsibility for the contents of the Report as set out in Table 2-1. Each QP has also contributed relevant figures, tables, and written information for Chapters 1 (Executive Summary), 21 (Other Relevant Data and Information), 22 (Interpretation and Conclusions), 23 (Recommendations), 24 (References) and 25 (Reliance on Information Supplied by the Registrant). Table 2-1 – Chapter contributions Qualified Person Company Role Contributing Chapters Tony O'Connell Optimal Mining Principal Mining Consultant All Steve Andrews Measured Group Principal Geological Consultant 1,6,7,8,9,11,21-23,25 Simon O'Leary Wave International Principal Process Engineer 1,10,14,18,21-23,25 Alan Hocking Xenco Services Mining Principal Consultant 1,15,17,18,21-23,25 2.2.2 Site Visit Tony O’Connell, QP for several of the chapters, visited the Project and its existing installations between September 10th and 12th 2024 inclusive. The 2024 site visit included a field tour of the current operating open pit’s phase 1 operations (Figure 2-1), phase 2 operations (Figure 2-2) and phase 3 operations (Figure 2-3). Extensive discussions were held with management, geologists and engineers of Sayona Quebec during the site visit. North American Lithium DFS Technical Report Summary – Quebec, Canada 44 Figure 2-1 – View of the phase 1 open cut operations Figure 2-2 – View of phase 2 open cut operations


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 45 Figure 2-3 – View of phase 3 open cut operations During a previous site visit undertaken by previous QPs in 2022, selected drillhole collars in the field were validated. Additionally, a review was completed of the sampling and assay procedures, QA/QC program, downhole survey methodologies, and the descriptions of lithologies, alteration and structures In relation to the current TRS, the QP’s listed in Table 2-1 are responsible for the content of this Report. The QP’s for the TRS reviewed all data from the DFS upon which the TRS is based and amended, altered, or updated the data for the purposes of currency and accuracy. North American Lithium DFS Technical Report Summary – Quebec, Canada 46 2.3 SOURCE OF INFORMATION The documentation itemized in chapters 24 and 25 were used to support the preparation of this TRS, however the majority of information was sourced from the previously completed TRS dated December 31st 2023. Additional information was sought from Sayona and NAL personnel as required. Sections from reports authored by other consultants may have been directly quoted or summarized in this report and are so indicated where appropriate. The report has been completed using the aforementioned sources of information as well as available information contained in, but not limited to, the following reports, documents, and discussions:  Technical discussions with NAL and Sayona Quebec personnel.  Technical and financial information provided by NAL and Sayona Quebec personnel.  Internal unpublished reports received from NAL.  Additional information from public domain sources. 2.4 UNITS OF MEASURE & GLOSSARY OF TERMS Unless otherwise specified or noted, this Report uses the following assumptions and units:  All measurements are in metric units.  Currency is in Canadian dollars (CAD or $).  Metal prices are expressed in Canadian dollars, selling prices are in USD. A list of the abbreviations and units of measurement used in this Report are provided Table 2-2. This Report includes technical information that required subsequent calculations to derive subtotals, totals, and weighted averages. Such calculations inherently involve a degree of rounding and consequently introduce a margin of error. Where these occur, the authors consider them immaterial. North American Lithium DFS Technical Report Summary – Quebec, Canada 47 Table 2-2 – List of abbreviations and units of measurement Abbreviations and Units of Measurement Abbreviation Description 3D Three dimensional AACE Association for the Advancement of Cost Engineering ActLabs Techni-Lab SGB Ag Silver AGAT AGAT Laboratories Ltd. Ai Abrasion index AISC All-in sustaining cost ALS ALS Laboratory Group AMC AMC Mining Consultants (Canada) Ltd. ARD Acid Rock Drainage ASX Australian Securities Exchange Ltd. BBA BBA Engineering Inc. BFA Bench face angles Bi Bismuth BM Block model BMI Benchmark Minerals Intelligence BO3 Borate BWi Ball mill work index CAD Canadian Dollar CAGR compound annual growth rate C-ALS Cavity autoscanning laser system Cambior Cambior Inc. CAPEX Capital expenditure CDA Canadian Dam Association CEAA Canadian Environmental Assessment Agency CIM Canadian Institute of Mining, Metallurgy and Petroleum CLC Canada Lithium Corp. CN Cyanide CN Canadian National COG Cut-off grade CRM Certified reference materials Cs Cesium CV Coefficient of variation CWI Crushing work index DCF Discounted cash flow DDH Diamond drillhole North American Lithium DFS Technical Report Summary – Quebec, Canada 48 DFO Department of Fisheries and Oceans of Canada DFS Definitive Feasibility Study DIL Diluvio deposit DMS Dense media separation DTM Digital terrain model EBITDA Earnings Before Interest, Taxes, Depreciation, and Amortization EDF Environmental Design Flood EFE Exceptional forest ecosystem EGM Engineering geology model EOY End of year EPCM Engineering, procurement and construction management EQA Environment Quality Act ESIA Environmental and Social Impact Assessment ESR Excellence in Social Responsibility ESS Energy storage systems EVs Electric vehicles Fe Iron FEL Front-end loader FOB Freight-on-board FOS Factor of safety FoS Factor of stability FS Feasibility Study FY Fiscal year G&A General and Administration Geo Labs Geoscience Laboratories GET Ground engaging tools GHG Greenhouse gas Golder Golder Associates GSC Geological Survey of Canada Hbl Hornblende HDPE High-density polyethylene H2O Water HLS Heavy-liquid separation IBA Impact Benefit Agreement ICP-AES Inductively coupled plasma – atomic emission spectroscopy ICP-OES Inductively coupled plasma – optical emission spectrometry ID Inverse distance ID2 Inverse distance squared ID3 Inverse distance cubed InnovExplo InnovExplo Inc.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 49 IRA Inter-ramp angles IRR Internal rate of return IW Independent witness JBNQA James Bay and Northern Quebec Agreement JORC Joint Ore Reserves Committee JV Joint venture KE Kriging efficiency KNA Kriging neighbourhood analysis KPI Key production indicator kt LCE thousand tonnes lithium carbonate equivalent LAN Lithium Amérique du Nord LCE Lithium carbonate equivalent LCT Li-Cs-Ta (Lithium, cesium, tantalum) LG Low grade Li Lithium LIMS Low-intensity magnetic separator Li2O Lithium oxide LiOH.H2O Lithium hydroxide monohydrate LLDPE Linear low-density polyethylene LOM Life of mine LSB Loi sur la sécurité des barrages (The Dam Safety Law applied in Québec) LV Low voltage m.a.s.l. Metres above sea level MDMER Metal and Diamond Mining Effluent Regulations MELCC Ministère de l’Environnement, et de la Lutte contre les changements climatiques, (now MELCCFP) MELCCFP Ministère de l’Environnement, de la Lutte contre les changements climatiques,de la Faune et des Parcs (formerly MELCC) MFFP Ministry of Forest, Fauna and Parks MIBC Methyl isobutyl carbinol ML Metals leaching Mo Molybdenum. MRE Mineral resource estimate MRNF Ministère des Resources naturelles et des Forêts (formerly MERN) MSO Mine stope optimisation MSSO MineSight Schedule Optimizer MTOs Material take-offs MV Medium voltage Na2CO3 Soda ash NAD North American Datum NAG Non-acid Generating North American Lithium DFS Technical Report Summary – Quebec, Canada 50 NAL North American Lithium NaOH Sodium hydroxide Nb-Y-F (or NYF) Niobium-yttrium-fluorine NCF Net cash flow NIR Near infrared NN Nearest neighbour NPV Net present value NSR Net smelter return OBP-2 Overburden pile 2 OK Ordinary kriging OPEX Operational expenditure PCBs Polychlorinated biphenyls PEA Preliminary economic assessment PFS Pre-feasibility study PGA Potential gravity acceleration PMF Probable maximum flood PO4 Phosphate ion POV Pre-operational verification PwC PricewaterhouseCoopers Q1 First quarter Q2 Second quarter Q3 Third quarter Q4 Fourth quarter QA/QC Quality Assurance / Quality Control QLC Quebec Lithium Corporation Rb Rubidium REE Rare earth elements RNC Royal Nickel Corporation RNC Media Radio Nord Communications Inc. ROM Run of mine ROMPad Run of Mine pad RPA Roscoe, Postle & Associates RQD Rock quality designation RSB Régulation sur la sécurité des barrages RTK Real time kinematic SAD Abitibi RCM’s territory development and activities plan Sayona Sayona Québec SD Standard deviation SEC Study of the environmental character SG Specific gravity North American Lithium DFS Technical Report Summary – Quebec, Canada 51 SGS SGS Lakefield Sn Tin Spd Spodumene SNC Surveyor, Nenniger et Chênevert Inc. std Standard ST-H High-grade standard ST-L Low-grade standard TMF Tailings management facility TSF Tailings storage facility TSF-1 Tailings Storage Facility 1 (Conventional tailings pond) TSF-2 Tailings Storage Facility 2 (Dry-stacked tailings area) TSS Total suspended solids UFCF Unlevered free cash flow U/G Underground URSTM Unité de Recherche et de Service en Technologie Minérales USD United States dollar WBS Work breakdown structure WHIMS Wet high-intensity magnetic separation WMP Water Management Plan WRP-2 Waste rock pile 2 WRP-3 Waste rock pile 3 XRD X-ray diffraction North American Lithium DFS Technical Report Summary – Quebec, Canada 52 3. PROPERTY DESCRIPTION 3.1 PROPERTY LOCATION, COUNTRY, REGIONAL AND GOVERNMENT SETTING The Property is situated in La Corne Township in the Abitibi-Témiscamingue region, approximately 38km southeast of Amos, 15km west of Barraute and 60km north of Val-d’Or in the Province of Québec, Canada (Figure 3-2). The site is approximately 550km north of Montréal and is serviced by road, rail, and air. As of March 27, 2023, the North American Lithium Property consists of a contiguous group of 42 mineral titles including 1 mining lease and 41 claims, covering 1,493 ha. The Property is centered near coordinates 292,500m E and 5,365,600m N (48°24'24"N, 77°49'50W, see Figure 3-1), Zone 18N as located on the NTS map sheet 32C05 (Figure 3-3). Figure 3-1 – NAL property location


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 53 Figure 3-2 – NAL regional property location North American Lithium DFS Technical Report Summary – Quebec, Canada 54 Figure 3-3 – Property overview map Canada is a North American country with its center of government in Ottawa located in the Province of Ontario. Canada is a constitutional monarchy which forms part of the British Commonwealth, and it is ruled by a parliamentary democratic government. The Crown assumes the roles of the executive, as the Crown-in-Council; the legislative, as the Crown-in-Parliament; and the judicial, as the Crown- on-the-Bench. The country is politically stable, comprised of ten provinces and three territories, of which Québec is one. The Canadian Federation is currently governed by the elected Liberal Party of Canada, while the province of Québec is governed by the Coalition Avenir Québec. North American Lithium DFS Technical Report Summary – Quebec, Canada 55 3.2 MINERAL TENURE, AGREEMENT AND ROYALTIES 3.2.1 Surface Rights In the province of Québec, the Mining Act governs the management of mineral resources and the granting of exploration rights for mineral substances during the exploration phase. It also deals with the granting of rights pertaining to the use of these substances during the mining phase. Finally, the act establishes the rights and obligations of the holders of mining rights to ensure maximum development of Québec’s mineral resources. Claim status was verified using GESTIM, the Québec government’s online claim management system. As of June 30, 2024, the North American Lithium Property consists of a contiguous group of 42 mineral titles (41 claims, 1 mining lease (Table 3-1 and Figure 3-4) covering 1,492.56 ha. On August 26, 2021, Sayona Québec, a joint-venture of subsidiary company of Sayona Mining Limited (75%) and Piedmont Lithium Inc. (25%) Ltd., acquired NAL. At the time, all claims (19) were registered in the name of NAL for a total area of 583.51 ha. The mining lease (BM1005) is also under NAL’s name and covers an area of 116.4 Ha. The mining lease was granted to Québec Lithium on May 29, 2012, on the basis of a prefeasibility study (PFS) pit filed at the time in support of the application to be granted such a lease. The mining lease has an initial term of 20 years, expiring on May 28, 2032. Since the acquisition of the Project, NAL acquired 20 claims spanning roughly 750 ha from Resources Jourdan Inc. and two claims with a total area of 42.3 ha from Lise Daigle. A detailed list of the NAL mining titles is presented in Table 3-1. The author has not verified the legal titles to the Property or any underlying agreement(s) that may exist concerning the licenses or other agreement(s) between third parties. North American Lithium DFS Technical Report Summary – Quebec, Canada 56 Table 3-1 – Mining titles list and details Claim Name Claim Status Issue Date Expiry Date Area (ha) Owner Work Required for Renewal BM 1005 Active 29 May,2012 28 May,2032 116.39 Lithium Amérique du Nord Inc. 100% $0 CDC 2145325 Active 17 March,2008 24 November,2026 31.25 Lithium Amérique du Nord Inc. 100% $2,500 CDC 2145326 Active 17 March,2008 24 November,2026 32.12 Lithium Amérique du Nord Inc. 100% $2,500 CDC 2145327 Active 17 March,2008 24 November,2026 42.85 Lithium Amérique du Nord Inc. 100% $2,500 CDC 2145328 Active 17 March,2008 24 November,2026 41.64 Lithium Amérique du Nord Inc. 100% $2,500 CDC 2145329 Active 17 March,2008 24 November,2026 16.76 Lithium Amérique du Nord Inc. 100% $1,000 CDC 2145330 Active 17 March,2008 24 November,2026 23.81 Lithium Amérique du Nord Inc. 100% $1,000 CDC 2145331 Active 17 March,2008 24 November,2026 15.29 Lithium Amérique du Nord Inc. 100% $1,000 CDC 2145332 Active 17 March,2008 24 November,2026 22.753 Lithium Amérique du Nord Inc. 100% $1,000 CDC 2145333 Active 17 March,2008 24 November,2026 46.938 Lithium Amérique du Nord Inc. 100% $2,500 CDC 2145334 Active 17 March,2008 24 November,2026 17.59 Lithium Amérique du Nord Inc. 100% $1,000 CDC 2145335 Active 17 March,2008 24 November,2026 1.53 Lithium Amérique du Nord Inc. 100% $1,000 CDC 2145336 Active 17 March,2008 24 November,2026 35.92 Lithium Amérique du Nord Inc. 100% $2,500 CDC 2154760 Active 26 May,2008 25 May,2025 41.71 Lithium Amérique du Nord Inc. 100% $2,500 CDC 2154761 Active 26 May,2008 25 May,2025 41.64 Lithium Amérique du Nord Inc. 100% $2,500 CDC 2154987 Active 26 May,2008 02 February,2025 42.15 Lithium Amérique du Nord Inc. 100% $2,500 CDC 2154988 Active 26 May,2008 02 February,2025 42.15 Lithium Amérique du Nord Inc. 100% $2,500 CDC 2154989 Active 26 May,2008 02 February,2025 42.68 Lithium Amérique du Nord Inc. 100% $2,500 CDC 2154990 Active 26 May,2008 02 February,2025 42.65 Lithium Amérique du Nord Inc. 100% $2,500 CDC 2154991 Active 26 May,2008 02 February,2025 42.67 Lithium Amérique du Nord Inc. 100% $2,500 CDC 2154992 Active 26 May,2008 02 February,2025 21.45 Lithium Amérique du Nord Inc. 100% $1,000 CDC 2154993 Active 26 May,2008 02 February,2025 21.31 Lithium Amérique du Nord Inc.100% $1,000 CDC 2167933 Active 28 July,2008 27 July,2025 43.07 Lithium Amérique du Nord Inc.100% $2,500 CDC 2167934 Active 28 July,2008 27 July,2025 42.63 Lithium Amérique du Nord Inc.100% $2,500 CDC 2167935 Active 28 July,2008 27 July,2025 42.67 Lithium Amérique du Nord Inc.100% $2,500 CDC 2167936 Active 28 July,2008 27 July,2025 42.71 Lithium Amérique du Nord Inc.100% $2,500 CDC 2167937 Active 28 July,2008 27 July,2025 42.71 Lithium Amérique du Nord Inc.100% $2,500 CDC 2167938 Active 28 July,2008 27 July,2025 42.71 Lithium Amérique du Nord Inc.100% $2,500 CDC 2444462 Active 11 May,2016 10 May,2025 21.66 Lithium Amérique du Nord Inc.100% $750 CDC 2444463 Active 11 May,2016 10 May,2025 13.53 Lithium Amérique du Nord Inc.100% $750 CDC 2490652 Active 25 April,2017 24 April,2026 4.21 Lithium Amérique du Nord Inc.100% $750 CDC 2490653 Active 25 April,2017 24 April,2026 10.67 Lithium Amérique du Nord Inc. 100% $750 CDC 2490654 Active 25 April,2017 24 April,2026 37.72 Lithium Amérique du Nord Inc. 100% $1,800 CDC 2490655 Active 25 April,2017 24 April,2026 26.5 Lithium Amérique du Nord Inc. 100% $1,800 CDC 2490656 Active 25 April,2017 24 April,2026 44.59 Lithium Amérique du Nord Inc. 100% $1,800 CDC 2520959 Active 19 July,2018 18 July,2025 42.99 Lithium Amérique du Nord Inc. 100% $1,200 CDC 2521244 Active 20 July,2018 19 July,2025 57.2 Lithium Amérique du Nord Inc. 100% $1,200 CDC 2521245 Active 20 July,2018 19 July,2025 57.2 Lithium Amérique du Nord Inc. 100% $1,200 CDC 2521246 Active 20 July,2018 19 July,2025 57.2 Lithium Amérique du Nord Inc. 100% $1,200 CDC 2521247 Active 20 July,2018 19 July,2025 37.03 Lithium Amérique du Nord Inc. 100% $1,200 CDC 2569722 Active 23 June,2020 22 June,2025 20.53 Lithium Amérique du Nord Inc. 100% $500 CDC 2569723 Active 23 June,2020 22 June,2025 21.78 Lithium Amérique du Nord Inc. 100% $500 Total 1,493 $70,900


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 57 Figure 3-4 –NAL mineral titles 3.2.2 Mineral Rights and Permitting Permits are required for any exploration program that involves tree cutting (to create access roads or drill pads or, in preparation for mechanical outcrop stripping, for example). Permits are issued by the Ministère des Resources naturelles et des Forêts (MRNF). Permitting timelines are typically three to four weeks. Additional permitting requirements are needed when drilling on the historical tailings sites. Permits are also necessary for the exploitation of the mine. NAL operations have obtained all necessary permits from government agencies to allow for surface drilling on the NAL Property. All necessary regulatory permits required for the operation of the NAL mine since its construction are listed below. North American Lithium DFS Technical Report Summary – Quebec, Canada 58 Major existing permits and authorizations include:  Ore treatment plant (concentrator) and refinery.  Construction of tailings accumulation areas.  Overburden stockpile #2.  Operation of a spodumene surface mine in La Corne.  Operation of the concentrator and the refinery.  Wastewater treatment system.  Open pit mining. A complete list of permits and authorizations for the Project can be found in Chapter 17. 3.2.3 Agreements and Royalties There are no royalties applicable to any mineral substances extracted from the lands subject to the NAL mining titles. The author did not verify the legality or terms of any underlying agreement(s) that may exist concerning the Project ownership, permits, offtake agreements, license agreements, royalties, or other agreement(s) between NAL / Sayona Québec and any third parties. 3.3 ENVIRONMENTAL LIABILITIES AND OTHER PERMITTING REQUIREMENTS The author is not aware of any environmental liabilities, other than those mentioned here, to which the Property is subject, other than the normal licensing and permitting requirements that must be made prior to undertaking certain operations and environmental restrictions as set forth in the Provincial Mining Act and Regulations. There were no outstanding liabilities on the old mining site prior to the resumption of operations in 2013 as a previous owner of the claims, Cambior Inc., had completed the full rehabilitation to the satisfaction of the MRNF and in conformity with provincial safety standards, as well as received confirmation from the authorities for the completion of the work. Such rehabilitation of the mine site included the complete removal of all underground and surface plant and equipment, the mine’s head frame, the railway spur connecting to the Canadian National (CN) railway line, and all office buildings and other structures, which was completed from 1975 through 2001. The crown pillar was fenced off and all openings sealed. Old tailings were stored within two dams located to the north of the mine area in a west-east trending valley between Lac Lortie and Lac Roy. There is an estimated 700,000-750,000 t of material stored there, mostly quartz and feldspar sand (Karpoff, 1993). Rehabilitation included covering the tailings with soil and vegetation. In 2009, a study of the environmental character (SEC) of the Property was initiated by Genivar Inc. of Amos, Québec, which was then pursued and completed by Project personnel prior to resuming North American Lithium DFS Technical Report Summary – Quebec, Canada 59 production mid-2013. The objective of the SEC was to outline all environmental concerns and constraints for the proposed development of an open-pit mining operation. An environmental baseline study for the Project, begun in October 2009, was incorporated into the final SEC report. This was the first step towards obtaining the permits and authorizations from regulatory authorities to permit the construction of new infrastructure and pre-stripping of the deposit in 2012. New office buildings, sheds, warehouse, and a processing plant, all located about 1km west of the mining pit area, were permitted and constructed prior to launching open-pit operations in mid-2013. A tailings storage facility (TSF) with a five-year storage capacity was constructed some 500m south of the processing plant, which now has approximately five years’ capacity in its current state for the storage of spodumene tailings. TSF-1 is currently being raised to 415m, as part of Phase 1C works, for a total capacity of 5,6Mm3 of residue. Detailed engineering of phase 1D will be completed this fall/winter with a +3m raise increasing capacity up to 7.2 Mm3. TSF-1 is ultimately planned for a total capacity of 8.8 Mm3 reached in 2029. This notwithstanding a second TSF will be required in the short- to medium-term for the storage of LOM concentrator tailings. NAL also has two planned waste storage areas, currently located 1.5km and 2.5km from the pit. Both areas, as well as the dykes surrounding TSF-2, have the capacity to store the required 172.7 Mt of waste rock over the LOM in their final expansion stage. Waste storage areas 2 and 3 expansions have been designed to reach the final required capacity and are currently undergoing the permitting process. The only environmental liabilities are known contaminated soils. The other infrastructures are covered by the restoration plan and the financial guarantee deposited with the MRNF. North American Lithium DFS Technical Report Summary – Quebec, Canada 60 3.4 MINERAL AND SURFACE PURCHASE AGREEMENTS In addition to the mining rights described above, NAL holds five surface leases on lands of the domain of the State (referred to below as Public Land Leases), which it rents or plans to rent from the Ministère des Resources Naturelles et des Forêts (MRNF) for the utilization and rights shown in Table 3-2. Sayona has received an extension of the leases for the waste stockpile 2 and the waste stockpile 3 from MRNF. Sayona has federal authorization for TSF2, with an authorization request planned to be made at the provincial level in mid-2025 for TSF2. Table 3-2 – NAL public land leases MRNF Lease # Land Lease Description Area (ha) 82373700 Public Land Lease – Surface Infrastructures 43.2 824391/41818908 Public Land Lease – Waste Stockpile 3 118.6 82439000 Public Land Lease – Overburden stockpile 30.8 82439400 Public Land Lease – Access Road and Mineral stockpile 96.3 82439200 Public Land Lease – TSF1 104.9 82438600 Public Land Lease – Lac Lortie North well (OW-11-03) 1.0 Total 394.8 3.5 OTHER SIGNIFICANT FACTORS AND RISKS To the author’s knowledge, there are no significant factors, risks or legal issues that may affect access, title, the right, or ability to perform work on the Property.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 61 4. ACCESSIBILITY, CLIMATE, PHYSIOGRAPHY, LOCAL RESOURCES, AND INFRASTRUCTURE 4.1 ACCESSIBILITY The Property is located approximately 60km north of Val-d’Or, Québec, and 38km southeast of Amos, Québec, and is accessible by provincial Highway 111, connecting Val-d’Or and Amos, or alternatively by provincial Highway 397, connecting Val-d’Or and Barraute (Figure 4-1). An all-weather secondary road, known as Route du Lithium, connecting the site to the Val-d’Or – Amos highway, which was used to traverse the Property and factually caused constraint to the pit operations, has now been relocated to avoid the mining area. The site is also accessible from Mont-Vidéo, through an all-weather road that connects further east to the Val-d’Or – Barraute highway. Val-d’Or and Rouyn-Noranda are serviced daily by regional air carriers, while small craft landing areas are also located in these towns and nearby Amos. The closest all-weather landing strip and helipad is located at Amos now that the small aircraft landing strip, once located at Mont-Vidéo to the east of the Property, was converted into the new all-weather gravel road circumventing the mine site. Figure 4-1 – Location of the NAL property North American Lithium DFS Technical Report Summary – Quebec, Canada 62 4.2 TOPOGRAPHY, ELEVATION, VEGETATION AND CLIMATE 4.2.1 Physiography The Property contains small hills and is located at a mean elevation of 400 masl, but the topography is generally flat with swamps, sand plains and an esker along its edge. Granitic intrusions, which are part of the La Corne pluton, underlie nearly all of the hilly area. The volcanic rocks adjacent to this pluton have been altered to hornblende (Hbl) schists, which are very resistant to weathering and now form the highest hills. In the early 1950s, the hills were covered with dense forest growth consisting mainly of hardwoods. Most of the outcrops of spodumene-bearing (Spd) pegmatite occur on the top of a ridge that rises to an elevation of approximately 150 ft (~45m) above Lac Lortie. This ridge can be traced for approximately 2,000 ft (~610m) in an east-west direction. The region's landscape typically features mixed forest to the south, while boreal forest covers the northern section, notably along the Amos – La Sarre corridor. Wholesale timber logging activities took place locally during the ‘50s and ‘60s, until the ‘80s, when reforestation was undertaken. As the mine is a recently reclaimed site and also because all timber had been cut earlier, vegetation is limited to spruce with jack pine and alders in regrowth near the site. Figure 4-2 shows the main existing and planned site infrastructure for the Project. The highlighted features include the fully developed open pit, the existing and expanded tailings management facilities, plant facilities, the waste storage areas, and overburden piles, as well as various other pads associated with the life of mine (LOM) pit plan. North American Lithium DFS Technical Report Summary – Quebec, Canada 63 Figure 4-2 – General arrangement of existing and planned infrastructure at the mine site Figure 4-3 and Figure 4-4 show the relief and vegetation of the property adjacent to the mine site, as well as the location of the mine and tailings facility in relation to the processing plant. North American Lithium DFS Technical Report Summary – Quebec, Canada 64 Figure 4-3 – View looking northwesterly across the plant and mine site


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 65 Figure 4-4 – View looking southeasterly showing the plant facilities in the foreground of the tailings impoundment area North American Lithium DFS Technical Report Summary – Quebec, Canada 66 4.2.2 Climate The Val-d’Or area experiences a subarctic continental sub-humid climate, characterized by short, cool summers and long, cold winters. The nearest weather monitoring station with data on climate normals maintained by Environment Canada (climat.meteo.gc.ca) is the Val D’or station, approximately 60km south of the Property. According to the available data collected at this weather station from 1991-2020, the average daily temperature for January was -16.3 °C and the daily average temperature in July was 17.7 °C. The record low during this period was -42.7 °C, and the record high was 36.1 °C. Figure 4-5 summarizes the weather normal for Val D’Or between 1991 and 2020. Figure 4-5 – Val D’or weather normals (Source: climat.meteo.gc.ca) Data collected from the Val D’or weather station from 1991 to 2020 indicates that the total annual precipitation was 868mm, with peak rainfall occurring during September (102mm average), July (101 mm average) and August (93mm average). Snowfall is light to moderate from October to April, with an annual average of 228 cm. The climatic conditions at the Property do not significantly impede the Project or hinder exploration or mining activities, beyond seasonal consideration for certain works (e.g., drilling muskeg swamps during winter freeze). 4.2.3 Vegetation The regional study zone is located within the western balsam fir-yellow birch bioclimatic domain. The forest landscape is dominated by stands of pine and white spruce, intermingling with white birch trees. North American Lithium DFS Technical Report Summary – Quebec, Canada 67 The regional study zone includes several open environments, e.g., farmer’s fields, non-forest wetlands, recent logging areas, etc., but is nonetheless primarily comprised of forest. Conifer stands predominate, followed by mixed stands. Hardwood or deciduous stands are less frequent and consist almost solely of young stands or trees undergoing regeneration. The numerous disturbances of the late ‘70s, e.g., epidemics, logging, plantations, and windfall, all resulted in major occurrences of these types of stands. According to the Centre de données sur le patrimoine naturel du Québec (CDPNQ), the sector concerned by the Project does not include any plant species designated as threatened, vulnerable or likely to be thus designated. Any special-status species have been observed in the ESIA baseline studies. The sector contains no exceptional forest ecosystems (EFEs), forest stands with a phytosociological interest or biological refuges. Furthermore, the past few years have seen considerable logging activity. 4.3 LOCAL INFRASTRUCTURE AND RESOURCES 4.3.1 Airports, Rail Terminals, and Bus Services The town of Val-d’Or, with a population of approximately 32,750 residents (Canadian Census, 2021), is located 60km south of the Property, along the provincial Highway 111. Since Val-d’Or was founded in the 1920s, it has been a mining service center. Val-d’Or is one of the largest communities in the Abitibi region and has all major services, including an airport with scheduled service from Montréal. Canadian National (CN) railway line is about 49km east of the Property, connecting east through to Montréal and west to the North American rail network. Val-d’Or is a 6-hour drive from Montréal, and there are daily bus services between Montréal and the other cities and towns in the Abitibi region. The town of Amos, with a population of roughly 12,675 residents (Canadian Census, 2021), is located roughly 40km northwest of the NAL site. Amos is served by highways 109, 111, and 395 and the Amos/Magny airport. 4.3.2 Local Workforce According to the 2021 census prepared by Statistics Canada, the population of the MRC of La Vallée- de-l’Or was 43,347 people, with 63% of the residents aged 15-64, and an average of 42 years old. Male population accounts for 51% of the population, 49% is female, and 8.7% is Aboriginal. In 2021, 64.2% of the population participated in the labor force, with 15.2% of the labor force employed in the “mining, quarrying, and oil and gas extraction” category. This portion of the workforce is experienced in mining operations, as they are currently employed at exploration and gold mines located elsewhere in the Abitibi region. Local resources also include commercial laboratories, drilling companies, exploration service companies, engineering consultants, construction contractors and equipment suppliers. North American Lithium DFS Technical Report Summary – Quebec, Canada 68 4.3.3 Additional Support Services Additional services within the town of Val-d’Or include the Val-d’Or Hospital, grocery stores, fuel stations, financial institutions, and hotels. Val-d’Or has a Canada Post office and additional shipping/freight services by several providers. Landline telephone, mobile service, high-speed internet, and satellite internet are available in town and the vicinity. A high-voltage power line (120 kV) passes approximately 2km to the west of the Property and a 25 kV electric line, running along the Route du Lithium, services the Mont-Vidéo ski and recreation area. An Astral Media Inc. radio tower was relocated off-property in 2012. The Lac Lortie, located immediately to the north of the pit area, has provided some water for drilling, and was once considered for use as a primary water source for the Project; however, most of the water used for production purposes is now planned to be recycled from the TSF.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 69 5. HISTORY 5.1 GENERAL There is a large amount of historical information relating to the exploration and mining activities on the Property, which has been summarized in the following reports:  Stone, M. and Selway, J., Technical Report of December 2009.  Stone, M. and Ilieva, T., Technical Report of April 2010.  Lavery, M.E. and Stone, M., Technical Report of November 2010.  Hardy, C.A. and al., Technical Report of August 2017 (unpublished). The compilation work was assisted by published reports, internal reports, drill logs and available assessment files from the Ministère des Ressources naturelles et des Fôrets (MRNF). Historic annual mine reports are missing for the period of 1958 to 1962. Drilling information for all historic underground and some surface holes are incomplete or missing. Table 5-1 summarizes ownership and historic exploration completed on the Property. A qualified person has not done sufficient work to classify the historical estimates or to verify their accuracy as presented in Table 5-1. Table 5-1 – Summary of ownership and historic activities Year Company/Ownership Main Activity/Event Main Result 1942 Sullivan Prospecting. Discovery of spodumene pegmatite. 1942- 1943 Dumont Diamond drilling. 17 holes (3,598.9 ft). 1946 Nepheline Products Ltd. and Great Lakes Carbon Corporation Prospecting, trenching, diamond drilling bulk sampling. Sufficient material discovered for mining, 6 holes (2,088 ft) - results encouraging. 1947 La Corne Lithium Mines Ltd. Company was established. 1950 Lakefield Research Ltd. Nepheline Products Ltd. Changed name to Lakefield Research Ltd. 1952- 1953 La Corne Lithium Mines Ltd. Diamond drilling. +30,000 ft drilled; several spodumene pegmatites intersected. 1954 Québec Lithium Corp. Acquires the Property, surface diamond drilling, shaft sinking mine and mill development. 1955 Québec Lithium Corp. Mine and mill development. Shaft completed to 560 ft depth. Three underground levels (150 ft, 275 ft and 400 ft). Underground drilling. 118 drillholes (+22,000 ft). 1956 Québec Lithium Corp. Mining, underground drilling. 1,100 tons/d (~1,000 t/d); 325 drillholes totalling +53,000 ft (+16,150m). 1957 Québec Lithium Corp. Mining, surface diamond drilling totalling 58,920 ft. 1,250 tons/d (1,135 t/d), total 513,403 tons (465,750 t). 1959 Québec Lithium Corp. Construction of lithium refinery commences. 1960 Québec Lithium Corp. Refinery operational. 1963 Québec Lithium Corp. Production of lithium hydroxide begins. 1963- 1964 Québec Lithium Corp. Mining and refining. 76,856 tons (69,722 t) of ore hoisted; year-end reserves of broken ore were 198,998 tons (180,528 t). 1965- 1966 Québec Lithium Corp. Mining and refining. 62,479 tons (56,680 t) of ore hoisted; year-end reserves of broken ore were 249,842 tons (226,653 t). North American Lithium DFS Technical Report Summary – Quebec, Canada 70 Year Company/Ownership Main Activity/Event Main Result 1974 Sullivan Mining Group FS on the re-opening of the Québec Lithium mine prepared, mining, processing, historic resource estimate. LOM is 2 1/2 years at 1,000 t/d, 2,100 ft (640m) of cross-cutting and 3,500 ft (1,067m) of drifting, 17,347,000 t of ore estimated at 1.14% Li2O. 1977 Sullivan Mining Group 1974 resource confirmed. 1979 Sullivan Mining Group Diamond drilling. 7 holes (5,320 ft (1,621m)). 1985 Sullivan Mining Group Diamond drilling. 2 holes (504 ft (154m)). 1987 Cambior Acquired the Property. 1990- 1991 Cambior Mining facilities sold. Site rehabilitated. 1993 Cambior Report summarizing historic mining activities (Karpoff, 1993). 2000 Cambior Report approving the rehabilitation. 2001 Cambior Grab samples. 2008 Canada Lithium Corp. Metallurgical testwork to produce battery grade lithium carbonate. Drilling 8 holes. Metallurgical testing results encouraging. 2009 Canada Lithium Corp. Mine data digitally compiled, diamond drilling program, twinning and infill. A first in-house resources estimate from historical compilation; 30-40 Mt at 1.1-1.2% Li2O. Twinning and infill; 38 drillholes (9,648m). 2010 Canada Lithium Corp. New resource estimate by Caracle Creek, diamond drilling program. Metallurgical testwork; 67 drillholes (1,010m); Infill and extension drilling 45 drillholes (6,938m); A new resource model and estimate is announced (CCIC): measured & indicated: 46.6 Mt at 1.19% Li2O. 2011 Canada Lithium Corp. PFS, diamond drilling program, RPA conduct independent review of the resources. RPA downgrades the resources estimate; Infill and extension drilling 63 drillholes (12,003m); AMC report updated resource estimate: measured & indicated: 32.24 Mt at 1.19% Li2O. 2012 Canada Lithium Corp. FS completed, construction of mine and plant commences. Production launched late 2012. Production: 20,600t at 1.07% Li2O mined; 1,316t milled. 2013 Canada Lithium Corp. Commissioning and ramp up in production. Production: 303,200 t at 0.99% Li2O mined; 259,834 t milled. 2014 Canada Lithium Corp. (Restructured) Project delivery delays and financial difficulties; Ownership change: CLQ is restructured and becomes Québec Lithium Corp. (QLI); placed on care and maintenance. Production: 349,000 t at 0.99% Li2O mined and 278,922 t milled; halts production in September 2014. 2015 Québec Lithium Corp. (Restructured) Ownership change; company restructuring; engineering studies. Property placed in receivership; Interim production plan: Two years start-up pit plan; Project scheduling. 2016 North American Lithium Corp. New ownership and Project management; Infill drilling launched; engineering studies; mill recommissioning. Interim in-house resources estimate from new model and data; M+I: 34.4 Mt at 1.22% Li2O. Additional infill drilling: 46 (+4 re-drill) drillholes (8,910.5m). 2017 North American Lithium Corp. Recommissioning of concentrator; engineering studies; Geotechnical drilling campaign. Phase 1 hot commissioning and ramp-up started June 2, 2017. 22 geotechnical drillholes (956m). 2019 North American Lithium Corp. Drilling, exploration work and production shutdown. 42 drillholes (11,487m) to define Phase 2 of the pit; Shutdown of production on February 19, 2019; Stripping work in summer 2019 permitted surface mapping of the dykes. 2021 Sayona Québec Ownership change: Sayona Québec acquires North American Lithium Inc. on August 26, 2021. Updated resources were published on March 1, 2022. 5.2 HISTORICAL PRODUCTION 5.2.1 Ownership and Activities The original discovery of spodumene-bearing pegmatite on the Property was made in 1942, when three main spodumene dykes were intersected, along with several thinner ones. The owner at that time was Sullivan Mining Group and the Property went through several owners before being acquired North American Lithium DFS Technical Report Summary – Quebec, Canada 71 by Québec Lithium Corporation (QLC) in 1954. QLC put the operation into production in 1955, after sinking a three-compartment shaft and establishing three working levels at 150 ft, 275 ft, and 400 ft. At the end of 1955, two stopes were in operation, which contained approximately 136,000 tons of ore grading 1.2% Li2O. In mid-1959, the contract for the sale of spodumene concentrate by QLC to Lithium Corporation of America Inc. was terminated. A refinery capable of producing lithium carbonate, lithium hydroxide monohydrate, and lithium chloride was constructed in Barraute and was operational by 1960. Production of lithium hydroxide monohydrate (LiOH.H2O) began in June 1963. In October 1965, operations were suspended on account of a strike and due to unfavorable market conditions. Altogether, from 1955 until 1965, a total of 938,292 t of ore were milled from 1,084,738 t mined from underground operations at the site. The production profile for the mine is presented in Section 5.2.2. In 1974, the Sullivan Mining Group acquired the Property and contracted Surveyor, Nenniger et Chênevert Inc. (SNC), an engineering consulting firm, to table a feasibility report on the rehabilitation of the Québec Lithium mine (SNC, 1974). They investigated market conditions, alternative mining methods and metallurgical processes. They also recalculated the mining and property Li2O reserves. In October 1987, Cambior Inc. (Cambior) acquired all assets of QLC. In 1990-1991, the mining facilities were sold, infrastructures were demolished, and the site was completely levelled and rehabilitated (Karpoff, 1993). In May 2008, Canada Lithium Corp. (CLC) acquired the Property and began a metallurgical testing program to produce spodumene concentrate and battery-grade lithium carbonate. In 2009, the historic mine data was digitally compiled and a 29-30 Mt exploration target for lithium, with a grade range of 1.1% - 1.2% Li2O, was estimated. This potential tonnage was verified and expanded upon through a number of drill programs completed in 2009 and 2010. In October 2010, the mineral resource was updated to a measured and indicated resource of 46.6 Mt at 1.19% Li2O. In April 2010, CLC completed a prefeasibility study for the development of a battery-grade lithium carbonate mining and processing operation that would produce approximately 19,000tpa of lithium carbonate equivalent (LCE) over a 15-year mine life. The feasibility study was completed in December 2010. On February 28, 2011, CLC announced the appointment of Roscoe, Postle & Associates (RPA) to undertake an independent review of the mineral resource estimate of October 2010, following an internal review that indicated a material reduction in the resources. In March 2011, CLC announced that RPA had confirmed that there were significant issues with the geological modelling that had produced the mineral resource estimate announced on October 28, 2010. CLC then appointed AMC Mining Consultants (Canada) Ltd. (AMC) to independently conduct a resource estimate of the Project and expeditiously prepare a new technical report in accordance with NI 43-101. AMC completed the first updated resource estimate in May 2011, filed on SEDAR on June 8, 2011 (Shannon et al., 2011). North American Lithium DFS Technical Report Summary – Quebec, Canada 72 Between June and August 2011, a 63-hole infill drilling program was carried out at the Project under CLQ, comprising 12,003m of diamond core drilling. AMC subsequently carried out an updated mineral resource estimate using a rebuilt mineralized domain model, which incorporated the latest drilling data, in addition to data from CLQ’s 2009 and 2010 drill programs, which included a certain amount of historical data. This updated resource estimate, dated December 5, 2011, reported a measured and indicated resource of 33.24 Mt at 1.19% Li2O, on which BBA estimated a pit reserve of 17.1 Mt at 0.94% Li2O (Shannon et al., 2011). CLC completed a feasibility study in January 2011 (Hardie et al., 2011) and commenced construction of the Project in September 2011and its successor, Quebec Lithium Corp. (QLC), went on to operate the mine from late 2012 until September 30, 2014, extracting 676,800 t at 0.99% Li2O from the pit. The concentrator processed some 551,695 t of ore at 1.03% Li2O. Under CLC, the Project faced commissioning issues and mounting financial difficulties; it finally closed in November 2014 and went into receivership in January 2014. The Project remained under care and maintenance until July 2016, when it was acquired by North American Lithium Inc., which proceeded to carry out additional infill diamond drilling and produced internal studies to recommission the Project. Plant upgrades were undertaken, and the mine and concentrator resumed operation in 2017. During 2018, the concentrator produced roughly 114,000 t of spodumene concentrate that averaged roughly 5.6% Li2O. Due to financial difficulties, the mine and concentrator ceased operations in April 2019. The concentrator was put into care and maintenance. 5.2.2 Historical Production Historical underground mine production lasted 10 years from 1955 to 1965 and peaked at 247,000 t hoisted in 1957; however, production was intermittent after 1959, when the contract for the sale of spodumene concentrate to Lithium Corporation of America Inc. was terminated. Mine production statistics can be seen in Table 5-2. .


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 73 Table 5-2 – Mine production statistics Year Tonnes of ore hoisted Tonnes of ore milled 1955 10,537 9,570 1956 240,732 216,190 1957 246,946 205,816 1958 170,739 142,511 1959 183,769 150,858 1960 4,765 3,351 1961 21,237 23,013 1962 16,566 12,825 1963 63,044 60,710 1964 69,723 63,614 1965 56,680 49,834 Total 1,084,738 938,292 While it is not known if there were some tonnage reconciliation adjustments contributing to the numbers above, it is noted that hand sorting activities were employed to remove non-dyke material and upgrade the mill feed during the course of historical operations. The total figures above suggest a difference of 13.5%, but it is postulated that sorting removed about 10% of the hoisted material. 5.2.2.1 2012 – 2014 Production Open pit mining operations (Figure 5-1) took place from late 2012 until September 30, 2014, extracting 676,800 t at 0.99% Li2O from the pit, while processing some 551,695 t at 1.03% Li2O through the concentrator. Planned reserves that were mined were 540,072 t at 1.0% Li2O while the concentrator reported 551,695 t at 1.03% Li2O. Mine operational staff were mindful of grade and quality control, but overall dilution was relatively high at 28%. CLC officially started concentrator production in November 2012, ramping-up from a modest 20,600 t in late 2012 to 349,000 t in 2014, until September 30, 2014. The process plant never reached nameplate capacity. The concentrator struggled to meet concentrate specification and typically produced concentrate grading between 3% and 4% Li2O with iron typically ranging from 2% to 3%. The conversion plant operated intermittently and in batch mode during 2014 and produced a total of roughly 100 t of lithium carbonate. Based on the 2012-2014 operation, major challenges included:  Higher-than-planned dilution in run-of-mine ore.  Mining cost were higher than anticipated due to the narrow vein nature of the deposit.  High levels of dilution led to processing issues and production of low-quality concentrate.  Competition for skilled labor with other mines in the Abitibi-Témiscamingue region. North American Lithium DFS Technical Report Summary – Quebec, Canada 74 Figure 5-1 – Québec Lithium project open pit mine operations at peak in 2014 5.2.2.2 2017 – 2019 Operations Plant upgrades were undertaken prior to restarting the mining and concentrator operation in 2017. Major plant upgrades included installation of a second ore sorter, modifications to the crushed ore silo, and addition of a wet high-intensity magnetic separator. Efforts were made to improve operational procedures to better understand and manage dilution in the run-of-mine ore. Mining and processing worked closely together to establish upper specification limits on iron content in the feed to the mill. Geology, mining, and process teams worked in collaboration both on understanding sources of dilution and on aligning key production indicator (KPI) for operations. The NAL mine and concentrator operated from June 2017 to March 2019. The aim was to maintain host rock dilution below 20%. During operation, roughly 1.5 Mt of ore was fed to the plant. The concentrator produced roughly 166,000 t of spodumene concentrate, typically ranging in grade from 5.5% to 6.0% Li2O and 0.9% to 1.6% Fe. The plant never achieved nameplate capacity (3,800 tpd) and due to depressed spodumene concentrate prices, the plant was put into care and maintenance in April 2019. North American Lithium DFS Technical Report Summary – Quebec, Canada 75 5.2.3 2021 Acquisition to Present Sayona Québec acquired the NAL project in August 2021. A prefeasibility study was completed in May 2022 for the restart of mining and concentrator operations. Significant process plant upgrades were implemented to ensure production of high-quality chemical-grade spodumene concentrate at nameplate capacity. Operation of the concentrator commenced in March 2023, with first spodumene concentrate sold in August 2023. North American Lithium DFS Technical Report Summary – Quebec, Canada 76 6. GEOLOGICAL SETTING, MINERALISATION, AND DEPOSIT This chapter describes the NAL Property geological setting and mineralisation. Information contained in this chapter was previously published by Sayona in a S-K 1300 compliant Technical Report Summary titled “North American Lithium DFS Technical Report Summary” with an effective date of December 31st 2023. 6.1 REGIONAL GEOLOGY The Archean Preissac-La Corne batholith is a syn- to post-tectonic intrusion that was emplaced in the Southern Volcanic Zone of the Abitibi Greenstone Belt of the Superior Province of Québec. The batholith intruded along the La Pause anticline into the ultramafic to mafic lavas of the Kinojevis (2,718 Ma; Corfu 1993) and Malartic groups, and biotite schist of the Kewagama Group. The batholith is bounded to the north by the Manneville fault and to the south by the Cadillac fault and the eastward extension of the Porcupine-Destor fault. The batholith is a composite body comprising early metaluminous gabbro, diorite, monzonite, and granodiorite (ca. 2,650-2,760 Ma: Steiger and Wasserburg 1969, Feng and Kerrich 1991) and four late peraluminous monzogranitic plutons (Preissac, Moly Hill, La Motte and La Corne) and associated pegmatites and quartz veins (ca. 2,621-2,655 Ma: Gariépy and Allègre 1985, Feng and Kerrich 1991). The final intrusive activity in the area was the Proterozoic diabase dykes. The regional metamorphic grade is greenschist facies and close to the batholith is hornblende hornfels facies contact metamorphism. 6.2 LOCAL GEOLOGY The geology of La Corne and Fiedmont Townships is described in reports by Tremblay 1950, Dawson 1966 and Mulja et al., 1995 and is shown on the Geological Survey of Canada (GSC) map 999A (Tremblay, 1950) and GSC map 1179A (Dawson, 1966). Local geological units are summarised in Table 6-3 and they comprise (from oldest to youngest): basaltic lavas (Malartic and Kinojevis Groups), biotite schist (Kewagama Group), metaperidotite and monzogranite (La Corne pluton). Local geology and local stratigraphy are shown in Figure 6-1 and Figure 6-2. The geological evolution of the La Corne pluton and its role in the emplacement of spodumene-bearing pegmatite dykes is described in Figure 6-3.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 77 Table 6-3: Local geologic units (in order of oldest to youngest) Geologic Unit Description Basaltic Lavas Malartic and Kinojevis Groups 2.718 Ma Volcanic rocks are generally fine-grained and medium to dark green on fresh surfaces. The units are massive or locally exhibit structures such as pillows, flow breccia or amygdule. Under the microscope, the volcanic rocks are mainly green hornblende, plagioclase with minor amounts of quartz, epidote, biotite, and chlorite. Accessory minerals include titanite, apatite, magnetite, pyrite and an alteration product of ilmenite, leucoxene. The abundant green hornblende shows incipient alteration to chlorite or partial replacement by holmquistite. Biotite Schist Kewagama Group The biotite schists are conformably interbedded with the basaltic lavas. The schists are mainly sedimentary in origin, derived from greywacke, sandstone, and conglomerate. The biotite schist beds are up to 40 cm thick, fine-grained and are grey to black on fresh surfaces. They are foliated with the foliation parallel with either the contact or the foliation in the outcrops of the Preissac-La Corne batholith. Under the microscope, the biotite schist consists mainly of quartz, plagioclase, and biotite. Hornblende and chlorite are major components in a few beds. The common accessory minerals are apatite, epidote, tourmaline, pyrite, and magnetite. Metaperidotite The metaperidotite is interbedded with basaltic lavas and, less commonly, with biotite schists. Metaperidotite is fine-grained and black or dark green in color. The weathered surface is typically brown and exhibits a variety of textures, including polygonal fracture systems, pseudo-pillow structures and a platy structure, which is likely komatiite. The metaperidotite consists mainly of felted aggregates of chlorite flakes, acicular to prismatic actinolite, fibrous serpentine and talc flakes with accessory magnetite, carbonate, and pyrite. The platy structure consists of planar concentrations of chlorite and serpentine, alternating with similarly shaped concentrations of actinolite and magnetite. Primary olivine and/or pyroxene relicts are pseudomorphed by aggregates of chlorite, serpentine, talc, magnetite, and carbonate. Granodiorite La Corne Pluton 2,621-2,655 Ma The La Corne pluton has been described by Mulja et al. (1995a). It is dominated by biotite monzogranite, which gives way inward to two-mica and muscovite monzogranite. The geology of the La Corne pluton is similar to that of the rest of the Preissac-La Corne batholith. Gabbro/Diabase Dykes Proterozoic age There are post-batholithic gabbro/diabase dykes that outcrop in the batholith and nearby as tabular bodies up to 60m wide and several kilometres long, striking either N25º E or N40º E and dipping vertically. The gabbro is fine- to medium-grained and tends to be ophitic. North American Lithium DFS Technical Report Summary – Quebec, Canada 78 Figure 6-1: Local geology of NAL property North American Lithium DFS Technical Report Summary – Quebec, Canada 79 Figure 6-2: Stratigraphy of NAL property Figure 6-3 – History of La Motte and La Corne plutons North American Lithium DFS Technical Report Summary – Quebec, Canada 80 The Manneville fault, a major strike fault, is occasionally exposed in the basaltic lava outcrops along the north side of the batholith. As a result of the strike of N80º W, the distance between the fault and the batholith varies from approximately 3.2km north of Preissac to less than 1.6km at Lac Roy. It contains some base metal sulfides, locally. Many of the lithium-bearing dykes occur within 2.5km SW and roughly parallel with the Manneville fault zone. 6.3 PROPERTY GEOLOGY Figure 6-4 shows the Property geology including an interpreted surface projection of spodumene- bearing pegmatite dykes. Figure 6-5 presents a representative geological cross-section of the Property. Property-scale geological units comprising volcanics, gabbro, granodiorite and pegmatite dykes are described below. Figure 6-4 – Geology of NAL property, centered on the currently interpreted mineralized system


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 81 Figure 6-5 – Geological cross-section of mineralized system, looking northwest 6.3.1 Volcanics Volcanic rocks are represented by dark green mafic metavolcanics and medium grey silicified intermediate volcanics. The mafic metavolcanics range from medium grey to dark grey-green and are cryptocrystalline to very fine-grained. While these rocks are mostly massive, they occasionally display compositional banding with slightly coarser-grained amphibole. Some of the mafic volcanic rocks exhibit weak to moderate foliation, featuring minor dark green amphibole-rich bands and irregular patches that generally follow the foliation. Overall, these mafic volcanic rocks are quite hard and sometimes magnetic. Both mafic and intermediate volcanic rocks show moderate to strong pervasive silicification, with minor chloritisation and varying degrees of lithium alteration. Green hornblende alteration is observed near the spodumene-bearing pegmatite dykes. Additionally, there are fine-grained, weakly foliated, dark green amphibolites. Locally, a salt-and-pepper appearance is present where plagioclase is more prominent, making the amphibolite difficult to scratch. These amphibolites undergo strong pervasive potassic alteration, which is evident as biotitisation and widespread or patchy lithium alteration. North American Lithium DFS Technical Report Summary – Quebec, Canada 82 6.3.2 Granodiorite The granodiorite is massive, coarse-grained to porphyritic, medium grey to greenish grey in color and exhibits a salt-and-pepper appearance. Granodiorite locally contains fragments of the same composition or that are slightly enriched in muscovite. The main mineral constituents of granodiorite are light grey to greenish white plagioclase (40-45 vol%), dark green to black amphibole, most likely hornblende (15-20 vol%), mica (20 vol%), represented by biotite and muscovite, grey quartz (10-15 vol%) and minor epidote, chlorite and disseminated sulfides. The grain size ranges from 0.5 mm to 5 mm. Granodiorite has patchy to pervasive lithium and/or chlorite alteration, weak epidote alteration, and locally pervasive potassic alteration. 6.3.3 Pegmatite Dykes Spodumene-bearing pegmatite dykes within the Property are mainly described by diamond drilling, however pegmatites are exposed in outcrop in a few locations following trenching in 2019. Two of the spodumene-bearing pegmatite dykes exposed in trenches on the hill south of the old mine form part of an original mineralised showing on the Property. Three different types of pegmatite dykes have been identified based on mineralogy and textures: PEG1, PEG2 and PEG3. These are described in Table 6-4 and Figure 6-6, Figure 6-7 and Figure 6-8. PEG1 textural characteristics are described in Table 6-5. The main differences between the three types of pegmatite dykes are the amount of spodumene, feldspar and quartz, the texture of the pegmatite and the presence or absence of zoning. Spodumene grain size can be highly variable within a zone and overall, through entire intersections. Table 6-4: Pegmatite types in property Pegmatite Type Description PEG 1 PEG1 dykes are zoned and contain five mineralogical/textural zones described in Table 6-2. PEG 2 PEG2 dykes are not zoned and contain coarse- to medium-grained, light grey and with pale yellowish-green crystals of spodumene (5-15 vol%), grey quartz (35-40 vol%), white megacrystals of plagioclase and K-feldspar (40-50 vol% and, most likely, albite and orthoclase), occasional millimeter-sized garnets, light colored mica that is possibly lepidolite, flakes of biotite, specks of molybdenite, very rare chalcopyrite surrounded by brownish anhedral mineral with resinous luster that is possibly sphalerite. The spodumene mineralization occurs from contact to contact with no apparent zonation; concentration varies from 2-3 vol% to approximately 20 vol%. Spodumene crystals can be both tabular and needle-shaped within the same intersection. Euhedral crystals are common, while preferred orientations are exhibited by some spodumene crystals and can form both the matrix or fill the interstices between larger quartz, plagioclase, and K-feldspar grains, as observed in the 2016 drilling program and shown in Figure 6 6. In Figure 6 7, spodumene megacrystals in PEG2 are shown oriented perpendicular to the contact in drillhole QL-S09-026. Observed locally, Figure 6 8 shows a preferential orientation for spodumene crystalline clusters. PEG 3 PEG3 dykes are quartz dominant and contain less than 1% spodumene. They are medium- to coarse-grained, light pink grey to medium grey creamy pink color, with black or grey patches of mica, i.e., biotite and muscovite. Megacrystals of mica form up to 40% of the rock. PEG3 dykes are variable in width from 0.4m to 8.0 m, contain small vugs and very hard to scratch and cut. North American Lithium DFS Technical Report Summary – Quebec, Canada 83 Table 6-5: Mineralogical zoning of PEG1 type pegmatites (as intersected in core from top to bottom) Mineralogical Zone Description Border zone 2 cm to 10 cm of medium-grained white to pale grey pegmatite, mainly composed of plagioclase and quartz without spodumene. Spodumene zone Medium- to coarse-grained pegmatite, with 35-40 vol% quartz and 40-45 vol% plagioclase, and white to pale yellowish-green interstitial crystals of spodumene (5-20 vol%). Spodumene crystals are typically perpendicular to the dyke walls but can be randomly oriented. Spodumene content increases towards the center of the dyke. The width of the zone varies from several centimeters up to 25 m. Rocks with a medium-grained, aplitic appearance are included in this spodumene- bearing zone; however, this aplitic rock could be a different generation of vein. Quartz core 5 cm to 50 cm zone of massive, medium- to coarse-grained grey quartz, with very rare plagioclase or spodumene crystals. Spodumene near the quartz core is white, elongated, and crystals up to 10 cm long and 1 cm wide were observed in the outcrop. Spodumene zone Medium- to coarse-grained pegmatite, 35-40 vol% quartz, 40-50 vol% plagioclase, with white euhedral and pale yellowish green interstitial crystals of spodumene (5 20 vol%) and rare aggregates of mica (biotite). The size of the spodumene crystals varies from 0.2 cm to 14 cm. Border zone 1 cm to 10 cm fine-grained aplitic zone. Distinct change in grain size and color. The pegmatite becomes fine-grained and uniformly grey, mainly composed of quartz-plagioclase-K-feldspar. . Figure 6-6 – Coarse-grained pegmatite dyke in hole NAL-16-16 Figure 6-7 – Spodumene megacrystals perpendicular to PEG2 contact zone in hole QL-S09-026 North American Lithium DFS Technical Report Summary – Quebec, Canada 84 Figure 6-8 – Preferential orientation of spodumene crystals in hole NAL-16-024 6.3.4 Mineralization More than 49 spodumene-bearing pegmatite dykes have been identified on the Property, some of which can be traced 700m along strike in surface exposures and 70m vertically down pit walls (Figure 6-9). Pegmatite dykes intrude granodiorite and mafic volcanics. They are dominantly bearing south easterly and dipping steeply to the SW with splays, splits and bends that can be mapped between benches within the pit. Spodumene-bearing pegmatite dykes vary in width from tens of centimetres up to 90 m. Most of the pegmatite dykes greater than 3m in width are spodumene-bearing. Spodumene crystals are widely and variably spread throughout the dykes, displaying faint greenish shades and sometimes locally displaying centimetric to decametric crystal gradations (Figure 6-10). Pegmatites display internal zoning (Figure 6-11). The currently interpreted mineralised system extends more than 2km in the NW-SE direction with a width of 800m and remains largely open at depth. A subset of pegmatite dykes strikes obliquely (east westerly) to this main orientation.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 85 Figure 6-9 – Multiple exposure of pegmatite dykes in the pit (face looking west) Figure 6-10 – Coarse- to fine-grained spodumene mineralization in hole NAL-16-024 North American Lithium DFS Technical Report Summary – Quebec, Canada 86 Figure 6-11 – Pegmatite dyke zoning and alteration in hole NAL-16-036 In 1955, Karpoff, chief engineer and geologist for the Québec Lithium mine, stated that almost all of the complex pegmatites display zoning: 1) border zone; 2) wall zone; and 3) intermediate or inner zone, but this zoning is so insignificant and is not always completely revealed that he considered, for mining purposes, that the pegmatite dyke is spodumene-bearing from wall to wall. It was reported in later drilling programs that dykes showed variation in zoning. 6.4 DEPOSIT TYPES 6.4.1 Rare-Element Pegmatites of the Superior Province Rare-element Li-Cs-Ta (LCT) pegmatites may host several types of minerals with potential economic significance, such as columbite-tantalite (tantalum and niobium minerals), tin (Sn) (cassiterite), lithium (Li) (ceramic-grade spodumene and petalite), rubidium (Rb) (lepidolite and K-feldspar), and cesium (Cs) (pollucite), collectively known as rare elements, strategic and energetic metals (Selway et al., 2005). Two families of rare-element pegmatites are common in the Superior Province:  LCT enriched, and niobium-yttrium-fluorine (Nb-Y-F or NYF) enriched. LCT pegmatites are associated with S-type, peraluminous (aluminum-rich), quartz-rich granites referred to as two- mica granites. S-type granites crystallize from a magma produced by partial melting of pre- existing sedimentary source rock. They are characterized by the presence of biotite and muscovite, and the absence of hornblende.  NYF pegmatites are enriched in rare earth elements (REE), uranium and thorium, in addition to Nb, Y, and F, and are associated with A-type, subaluminous to metaluminous (aluminum-poor), quartz-poor granites or syenites (Černý, 1991). Figure 6-12 summarises the chemical evolution of lithium-rich pegmatites with distance from the granitic source (London, 2008). North American Lithium DFS Technical Report Summary – Quebec, Canada 87 6.4.2 La Corne Pluton Rare-Element Pegmatites Rare-element pegmatites associated with the La Corne pluton are LCT pegmatites, because they are enriched in Li and Ta, and they are associated with the S-type La Corne pluton, i.e., biotite to two-mica to muscovite monzogranite. The La Corne pluton is the fertile parental granite from which the pegmatites were derived. The presence of garnet, molybdenite, columbite-tantalite and sphalerite in the muscovite monzogranite indicates that the La Corne pluton is fertile granite rather than barren granite (Mulja et al. 1995a). Rare-earth pegmatites are regionally zoned from the La Corne pluton outwards: beryl pegmatites to spodumene-beryl pegmatites, spodumene-bearing pegmatites to molybdenite-bearing albitite to molybdenite-quartz veins. Rare-element pegmatites share characteristics with other pegmatites in the Superior Province:  They are located within the Abitibi Greenstone Belt, near the contact with the Pontiac sub province. Many pegmatites are less than 2.5km SW of the Manneville fault zone.  They are genetically related to the fertile La Corne pluton.  They are hosted within basaltic lavas of the Kinojevis group.  Basaltic lavas have undergone metasomatism, resulting in the formation of Holmquistite at the contact with the La Corne pluton.  Spodumene is the main lithium-bearing mineral. Columbite-tantalite is the main tantalum-bearing mineral. Cesium-bearing minerals have not been identified in pegmatites.  Columbite-tantalite crystals are found within the albite. North American Lithium DFS Technical Report Summary – Quebec, Canada 88 Figure 6-12 – Chemical evolution of lithium-rich pegmatites over distance (London, 2008)


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 89 7. EXPLORATION This chapter describes the exploration history of NAL Property. Information contained in this chapter was first published by Sayona in a NI 43-101 Technical Report titled “Definitive Feasibility Study Report for the North American Lithium Project, La Corne, Quebec, Canada” dated April 20, 2023. 7.1 EXPLORATION DRILLING Diamond core drilling is the only means of exploration employed at NAL Project for the purpose of the mineral resource estimate (“MRE”). Exploration drilling programs completed by historical companies (1942 -1985), Canada Lithium Corp. (2009 – 2011) and North American Lithium Corp. (2016 – 2019) and Sayona (2023 – 2024) are summarised in sections 7.1.1 to 7.1.4 below. The Project database used in the MRE contains information for drillholes completed in 2009, 2010, 2011, 2016, and 2019 programs and drill core resampling in 2022. Figure 7-1 shows the location of drill holes incorporated within the MRE. Exploration drilling was ongoing within the Property during 2023 and 2024, following completion of the MRE. Results of the 2023 and 2024 Programs will be incorporated into a future MRE update. North American Lithium DFS Technical Report Summary – Quebec, Canada 90 Figure 7-1 Property map showing location of drill holes incorporated within the MRE 7.1.1 Historical Exploration drilling was undertaken on the Property by several companies between 1942 and 1985. These holes were not employed in the MRE. North American Lithium DFS Technical Report Summary – Quebec, Canada 91 7.1.2 Canada Lithium Corp. (2009 – 2011) Canada Lithium Corp. completed exploration drilling programs in 2009, 2010 and 2011. Metallurgical and geotechnical drilling was also completed over several years. Drilling programs are summarized in Table 7-1. Table 7-1: Summary of Canada Lithium Corp. drillholes Year Period No. of Holes Meters Comments 2008 June 8 Unknown Metallurgical samples 2009 October-December 38 9,646 Twinning and infill 2009-10 December-January 67 1,010 Metallurgical samples 2010 April-June 45 6,938 Infill and extension 2011 June-August 63 12,003 Infill and extension Total 221 29,597 The 2009 drilling program comprised 38 NQ-sized diamond drillholes and one wedge (9,646m). Nine holes were abandoned and redrilled (470m) because of technical difficulties. Holes were drilled on eight sections intersecting spodumene-bearing pegmatite dykes perpendicular to strike. The 2010 drilling program comprised 45 NQ-sized diamond drill holes (6,938m). Eight geotechnical drillholes were also completed. Holes were drilled on 15 sections intersecting spodumene-bearing pegmatite dykes perpendicular to strike. The 2011 drilling program comprised 63 NQ-sized diamond drillholes (12,003m). Holes were drilled on 14 sections intersecting spodumene-bearing pegmatite dykes perpendicular to strike. 7.1.3 North American Lithium Corp. (2016 – 2019) North American Lithium Corp. completed programs of exploration and resource definition drilling in 2016 and 2019 (Table 7-2). Table 7-2: Summary of North American Lithium Corp holes Year Period No. of Holes Meters Comments 2016 October-December 46 8,911 Infill and extension 2019 May-July 42 11,487 Infill and extension Total 88 20,398 North American Lithium DFS Technical Report Summary – Quebec, Canada 92 The 2016 drilling program comprised 46 NQ-sized diamond drillholes, including four redrills (8,911m). The holes were drilled on nine sections targeting the Naud pegmatite dyke, a new body of mineralisation first encountered during pit excavations in 2012-2014, and on thirteen sections targeting pegmatite dyke extensions on the eastern fringe of the deposit (Figure 7-2). Most holes intersected spodumene-bearing pegmatite except for two drillholes designed as condemnation drillholes placed to test the southernmost portion of the system under a waste pile on the southern edge of the pit. The holes were drilled on bearings of 45°, perpendicular to the strike of the spodumene-bearing pegmatite dykes. The 2019 drilling program comprised 42 NQ-sized diamond drillholes (11,487m). A total of 3,976 samples totalling 4,471 m, were collected, but only 308 samples were analysed due to financial constraints. The holes were intended to delineate Phase 2 of the open pit. In each of the 2016 and 2019 programs there were no drilling, sampling or recovery factors encountered that materially impacted the accuracy and reliability of the results. Figure 7-2 Infill and extension drilling program (late 2016) 7.1.4 Sayona (2022 – 2024) Sayona completed no exploration drilling in 2022. A program of sampling of historical drill core was completed in 2022, as described in Section 8.1.4. Exploration drilling was ongoing within the Property


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 93 during 2023 and 2024, following completion of the MRE (Table 7-3). Results of the 2023 and 2024 Programs will be incorporated into a future MRE update. Table 7-3: Summary of Sayona drill holes completed in 2023 and 2024 Year Period No. of Holes Meters 2023 1 January -31 December 172 45,535 2024 1 January – 30 June 29 9,282 Total 201 54,817 7.2 DRILLING PROCEDURES Diamond drill cores are NQ diameter (47.6 mm) and HQ diameter (63.5mm). Core recovery for all drilling programs is reported to be excellent, typically exceeding 95%. 7.2.1 Collar Surveys Canada Lithium Corp. and North American Lithium Corp. employed similar methods for all drill collar surveys. Casings were left in place and capped to support future downhole testing or drill extensions. GPS coordinates for all collar locations were recorded and incorporated into the exploration grid. J.L. Corriveau & Associates carried out all land surveys. The Project database was established in UTM coordinates (NAD 83 Zone 18). 7.2.2 Downhole Surveys Canada Lithium Corp. and North American Lithium Corp. employed similar methods for downhole surveying. In 2009, Major Drilling used a Reflex EZ-Shot and Orbit utilised a Flexit single shot. In 2010 to 2012, all drilling contractors employed a Reflex EZ-Shot. In 2016, drilling contractors employed Flexit testing instrument with downhole measurements every 15m whilst drilling. After completing each hole, Multishot tests were performed every 3m down the hole. Recorded measurements included depth, azimuth (magnetic north), inclination, magnetic tool face angle, magnetic field strength and temperature. North American Lithium DFS Technical Report Summary – Quebec, Canada 94 7.3 CORE LOGGING PROCEDURES Historical Historical records pre-1985 contain no information concerning drill core logging practises. Canada Lithium Corp. (2009 – 2011) Core logging procedures employed by Canadian Lithium Corp. are summarised in Table 7-4. Table 7-4: Summary of Canadian Lithium Corp. core logging procedures Year Description 2009  Sample security and chain of custody commenced with removal of core from the core tube and boxing of drill core at the drill site.  Core was placed in wooden boxes, sealed with lids, and secured with plastic straps. I  Core was transported from the drill site to CLQ’s core facility in Val-d’Or, either by the drill contractor or CLQ personnel.  At the core facility, core was washed, photographed, and logged before sampling.  Core logging was performed by consulting geologists, including one responsible for overseeing the 2009 on-site drilling program.  Geological and geotechnical data were recorded directly into Coreview v.5.0.0 software (Visidata Pty Ltd.), with nightly exports and backups to a secure data server. 2010  Canada Lithium Corp. established a new core facility in Val-d’Or, relocating all logging, sawing, and storage equipment to that location.  Logging and sampling process was overseen by a senior geologist, with two other geologists handling the logging.  Logging followed protocols of the 2009 program. 2011  The core shack in Val-d’Or was used for the 2011 program, with all logging conducted at that facility.  Core from the 2011 program, previously stored with earlier samples at the C-Lab core storage in Val-d’Or, was moved to NAL’s core storage facilities at the mine site.  Logging followed protocols of the 2009 and 2011 programs. North American Lithium DFS Technical Report Summary – Quebec, Canada 95 North American Lithium Corp. (2016 – 2019) Core logging procedures employed by North American Lithium Corp. are summarised in Table 7-5. Figure 7-3 and Figure 7-4 show core logging and storage facilities. Table 7-5: Summary of North American Lithium Corp. core logging procedures Year Description 2016  North American Lithium Corp. rented well-equipped core logging and sampling facilities from Royal Nickel Corporation (RNC), a local company with a regional base of operations.  Core samples were placed in wooden boxes, respecting the drilling sequence, with wooden markers indicating depth.  Once filled, lids were sealed on the boxes, which contractors then delivered to North American Lithium Corp. personnel for transportation to the core shack located at Amos.  The RNC core shack in Amos was utilized during the 2016 drilling program and all logging and sawing of core was completed at this facility.  All core from the 2016 program is now stored at the mine site, along with core from previous years that was brought back from the C-Lab core storage facility located in Val-d’Or.  The 2016 logging was supervised by the chief geologist for North American Lithium Corp.  Logging was completed by two independent contract geologists using the Geotic data recording software.  Protocols for the logging used in 2016 were consistent with the 2009, 2010 and 2011 programs but they were more systematic and uniform, having adopted MERN geological rock coding.  Photographs of the core were taken systematically after core boxes were opened and laid out on the platform and, prior to any marking or cutting taking place,  Rock quality designation (RQD) measurements were generally taken at regular intervals of 6 m, with the fracturing and recovery data being recorded.  Once geologists had logged and sampled the drill core, boxes were brought back to the mine site for long-term storage on sheltered racks. 2019  Core samples were placed in wooden boxes, respecting the drilling sequence, with wooden markers indicating depth. Once filled, lids were sealed on the boxes, which contractors then delivered to North American Lithium Corp. personnel.  Logging was supervised by the chief geologist for North American Lithium Corp.  Logging was completed by independent contract geologists using the Geotic data recording software.  Photographs of the core were taken systematically after core boxes were opened and laid out on the platform and prior to any marking or cutting,  RQD measurements were generally taken at regular intervals of 6 m, with the fracturing and recovery data being recorded.  Geologists logged core on benches set up outside at mines’ core storage area.  Once geologists had logged and sampled core, boxes were placed on sheltered racks.  Logging protocols were consistent overall with the 2016 program. North American Lithium DFS Technical Report Summary – Quebec, Canada 96 Figure 7-3: Core logging facilities at RNC exploration office in Amos (35km from site) Figure 7-4: Core storage sheds and facilities at the NAL’s mine site


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 97 Sayona (2022 – 2024) Core logging procedures employed by Sayona are summarised in Table 7-6. Results of the 2023 and 2024 Programs will be incorporated into a future MRE update. Table 7-6: Summary of Sayona core logging procedures Year Description 2022 to 2024  Exploration drill core was logged geologically and geotechnically.  Photographs of wet core were taken systematically after core boxes were opened and laid out on the platform and, prior to any marking or cutting taking place.  Rock quality designation (RQD) measurements were collected at regular intervals of 0.6m, with the fracturing and recovery data being recorded.  Geological logging recorded qualitative descriptions of lithology, alteration, mineralization, veining and structure.  Logging also includes measurement of core recovery and RQD.  Geological logging of recovered drill core visually identified pegmatites and its constituent mineralogy to determine the intervals for sampling. North American Lithium DFS Technical Report Summary – Quebec, Canada 98 8. SAMPLE PREPARATION, ANALYSES AND SECURITY This section outlines Sayona’s sample preparation, analysis, and security procedures pertaining to preparation of the MRE. Information contained in this chapter was previously published by Sayona in a NI 43-101 Technical Report titled “Definitive Feasibility Study Report for the North American Lithium Project, La Corne, Quebec, Canada” dated April 20, 2023. 8.1 SAMPLE PREPARATION METHODS Historical Historical records pre-1985 contain no information concerning the sampling methods employed for drill core sampling, nor the analytical techniques used to determine Li2O content. A review of historical drill logs indicates that sample intervals varied from around 3 cm to 31 m, with an average interval of about 2.4 m. Assay values for %Li2O are noted either typed or handwritten on the drill logs, but no original assay certificates are available to verify these grades. A total of 806 assays are reported across 61 surface drillholes, with some reported grades possibly being composites. Information on grades for the underground drilling is not available. Canada Lithium Corp. (2009 - 2011) Sample preparation procedures employed by Canadian Lithium Corp. are summarised in Table 8-1. Table 8-1: Summary of Canada Lithium Corp. sample preparation methods Year Description 2009  A total of 2,342 core samples were collected from 38 drillholes.  Core samples were sawn in half; one half of the sampled interval was submitted for analysis and the remainder was retained in the core box for reference and future testing and/or verification.  The nominal sample interval was 1 m, or less, if the pegmatite was less than 1m in width.  Lengths were adjusted as necessary to reflect geological and/or mineralization contacts.  Pegmatite veins that were 0.4m to 1m in thickness were also sampled if spodumene was visible.  Longer sample lengths were taken of strongly sheared core or sections with poor core recoveries.  After cutting, the core samples were sealed with a plastic cable tie in labelled plastic bags with their corresponding sample tag.  The plastic sample bags were placed in large rice sacks and secured with tape and a plastic cable tie for shipping to the laboratory. The drillhole and sample numbers were also labelled on the outside of each rice sack and checked against the contents, prior to sealing the sacks.  Standards and blanks were inserted into the sample sequence prior to shipping.  Samples from individual holes constitute individual batches of samples sent to the laboratory. 2010  A total of 1,454 core samples were collected from 41 drillholes.  Core samples were sawn in half. One half of the sampled interval was submitted for lithium analysis.  The nominal sample interval was 1m with more than 99.7% of the samples being 1m or less. Lengths were adjusted as necessary to reflect geological and/or mineralization contacts. North American Lithium DFS Technical Report Summary – Quebec, Canada 99  After cutting, the core samples were sealed with a plastic cable tie in labelled plastic bags with their corresponding sample tag.  The plastic sample bags were placed in large rice sacks and secured with tape and a plastic cable tie for shipping to the laboratory. The drillhole and sample numbers were also labelled on the outside of each rice sack and checked against the contents, prior to sealing the sacks.  Standards and blanks were inserted into the sample sequence prior to shipping.  Samples from individual holes constitute individual batches of samples sent to the laboratory.  In 2010, due to a change of primary laboratory, samples were delivered by Canada Lithium Corp. personnel to the ALS Laboratory Group (ALS) preparation facility in Val-d’Or. 2011  A total of 3,167 core samples were collected from 53 drillholes.  The core shack in Val-d’Or was utilized during the 2011 program and all the sawing of core was completed at this facility.  All the core from the 2011 program that was stored with the previous years’ core at the C-Lab core storage facility in Val d’Or has now been transferred to NAL’s core storage facilities at the mine site.  The 2011 sampling was supervised by M.E. Lavery, P. Geo., and sampling was completed by two independent contract geologists.  The same protocols for core cutting and sampling used in the 2009 and 2010 drill programs were used in 2011. Core samples were sawn in half. One half of the sampled interval was submitted for lithium analysis.  The nominal sample interval was 1m with more than 93% of the samples being 1m or less.  Lengths were adjusted as necessary to reflect geological and/or mineralization contacts, which created samples of less than 1m in length.  In 2011, samples were delivered by Canada Lithium Corp. personnel to the ALS facility in Val-d’Or and the samples were then shipped to ALS facilities in either Timmins or Thunder Bay for preparation.  Prepared samples were shipped to Vancouver, British Columbia, for analysis. North American Lithium Corp. (2016 - 2019) Sample preparation procedures employed by North American Lithium Corp. are summarised in Table 8-2. Table 8-2: Summary of North American Lithium Corp. sample preparation methods Year Description 2016  A total of 2,367 core samples were collected from 46 completed drillholes.  The 2016 sampling was supervised by the chief geologist for North American Lithium Corp.  Sampling was completed by two independent contract geologists.  Protocols for the core cutting and sampling that were used in 2016 were consistent with the 2009 and 2010 drill programs.  Chosen core samples were always sawn in half, with one half of the sample interval submitted for lithium analysis and the remainder kept for future testing and/or reference.  The nominal sample interval was 1 m. Lengths were adjusted as necessary to reflect geological and/or mineralization contacts, which created the samples of less than 1m length.  Sample tags were fixed to core boxes.  To better quantify the background values, samples of the host rocks that were immediately adjacent to the contact with pegmatite dykes were collected systematically, as samples separate from the pegmatite.  Samples were delivered by North American Lithium Corp. personnel to the Techni-Lab SGB (ActLabs) laboratory facility in Sainte-Germaine-Boulé, Québec, for sample preparation and primary analysis. Coarse rejects were returned to the mine site for storage and reference, while the ALS Laboratory Group of Vancouver, British Columbia, was contracted for duplicate analyses of chosen pulp and rejects. 2019  A total of 3,976 core samples were collected from 37 drillholes.  Protocols for the core cutting and sampling that were used in 2019 were consistent with the 2016 drill program.  Sampling was completed by independent contract geologists.  Chosen core samples were always sawn in half, with one half of the sample interval submitted for lithium analysis and the remainder kept for future testing and/or reference. The nominal sample interval was 1 m. Lengths were adjusted as necessary to reflect geological and/or mineralization contacts, which created the samples of less than 1m length.  Samples were delivered by North American Lithium Corp. personnel to the ActLabs laboratory facility in Sainte- Germaine-Boulé, Québec, for sample preparation and primary analysis.  Coarse rejects were returned to the mine site for storage and reference.  ALS of Vancouver, British Columbia, was contracted for duplicate analyses of chosen pulp and rejects.  Due to financial constraints, not all pegmatite intervals were sampled in 2019. These samples were sampled in 2022 (see section below). North American Lithium DFS Technical Report Summary – Quebec, Canada 100 Sayona (2022) Sayona completed a sampling program of historical core in 2022 with objectives to:  Sample intervals falling within modelled pegmatite dykes. In most instances the core was previously described as pegmatite but had not been sampled.  Sample all pegmatite, granodiorite, volcanics and gabbro lithologies to obtain a valid Fe content database.  Sample all pegmatite, granodiorite, volcanics and gabbro lithologies to obtain a valid density database. Sample preparation procedures employed by Sayona are summarised in Table 8-3. Table 8-3: Summary of Sayona sample preparation methods Year Description 2022  A total of 574 core samples were collected from 129 drillholes for Li2O % and Fe % analysis.  A total of 600 core samples were collected from 97 drillholes for density measurements.  Selected core samples were always split in half, with one half of the sample interval submitted for lithium, iron and density analysis, and the remainder kept for future testing and/or reference.  Lengths were adjusted as necessary to reflect geological and/or mineralization contacts.  Samples were delivered by Sayona personnel to SGS Laboratories, for sample preparation and primary analysis.  Coarse rejects were returned to the mine site for storage and reference. 8.2 ANALYTICAL LABORATORY PROCEDURES SGS, an independent laboratory not affiliated with Sayona, was responsible for analysing the samples collected by Sayona during 2022. Preparation of samples was performed at the SGS Lakefield site, Ontario. Samples were sent to SGS Burnaby site, British Columbia for assaying. Samples were analysed using a four-acid digestion with ICP-AES finish, Na2O2 Fusion and HNO3 to determine %Li and Fe% content of the pulverized core samples. Coarse rejects and pulps were returned to the NAL mine site for storage and reference. Sample density measurements were also performed at SGS Laboratories. Specific gravity measurements were determined by the water immersion method. Samples were weighed in air and then placed in a basket suspended in water and weighed again. The samples were not waxed or sealed; however, the natural voids were not considered to be a significant issue with respect to density determination. 8.3 QA/QC (ANALYTICAL) PROCEDURES According to previous NAL reports, QA / QC data were collected during 2016 and 2019 drill programs. However, the raw data were not available for this report. QA / QC results below pertain to Sayona’s 2022 sampling program.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 101 Certified reference materials (standards) A total of five low-grade (A), five medium grade (B), five high-grade (C) and five very high-grade (D) standards were submitted during the 2022 sampling program as part of the QA / QC procedure. Results are summarized below. Using the determined standard A low value of 0.488% Li2O, with an SD of 0.009% Li2O, all samples were within the tolerance specification. A control chart was not generated, as five samples do not constitute a large enough sample population to accurately chart the statistics. The determined standard B medium value of 1.03% Li2O, with an SD of 0.003% Li2O was used. A control chart was not generated, as five samples do not constitute a large enough sample population to accurately chart the statistics. The determined standard C high-grade value of 1.52% Li2O, with a standard deviation of 0.016% Li2O was used. A control chart was not generated, as five samples do not constitute a large enough sample population to accurately chart the statistics. The determined standard D very high-grade value of 2.21.03% Li2O, with a standard deviation of 0.034% Li2O was used. A control chart was not generated, as five samples do not constitute a large enough sample population to accurately chart the statistics. Blank Samples A total of twelve blank samples were dispersed throughout the sample stream during the 2022 sampling program. All samples returned values at or below detection limit. A control chart was not generated, as five samples do not constitute a large enough sample population to accurately chart the statistics. 8.4 QUALIFIED PERSON’S OPINION In the Qualified Person’s opinion, the methods used for sample preparation and analysis provide sufficiently reliable results for application in the Project database and use in the estimation of mineral resources. Chain of custody systems appear adequate to ensure sample security and transfer. North American Lithium DFS Technical Report Summary – Quebec, Canada 102 9. DATA VERIFICATION This chapter describes the data verification process for NAL Property. Information contained in this chapter was previously published by Sayona in a NI 43-101 Technical Report titled “Definitive Feasibility Study Report for the North American Lithium Project, La Corne, Quebec, Canada” dated April 20, 2023. 9.1 PROJECT DATABASE VALIDATION The Project database used in the MRE includes information for drillholes collected during 2009, 2010, 2011, 2016, 2019 and 2022 programs. 9.1.1 Drillhole Locations For the 2016 and 2019 surface drilling programs, all drill collars were surveyed in real time kinematic mode (RTK) by external surveyors. Drillhole locations from the Project database were compared with data provided by the surveyors for 100% of both programs. No discrepancies were noted. 9.1.2 Downhole Surveys Downhole surveys contained in the Project database were examined for consistency. Suspected false measurements were identified by NAL geologists were validated in Excel and visually in Leapfrog. Measurements that were either visually or statistically incorrect were removed from the Project database. 9.1.3 Assay Certificates ActLab provided copies of original assay certificates for verification. SGS and ALS certificates were provided by Sayona in pdf and csv format. North American Lithium DFS Technical Report Summary – Quebec, Canada 103 Table 9-1 shows the percentages of certificates received. Approximately 90% of the assay results for drillholes completed after 2011 were validated. Data for older programs was validated in previous technical reports. Assays recorded in the Project database were compared to the original certificates from the different laboratories and no significant discrepancies were noted. In the assay table, the Li2O calculated field gave a priority 1 to a Li2O (%) result. In priority 2, a result of Li (%) was multiplied by 2.153 to obtain a Li2O (%) value. In priority 3, a Li (ppm) result was multiplied by 0.0002153 to obtain the Li2O (%) value. Values below the detection limits were set to half the detection limit in the Project database. North American Lithium DFS Technical Report Summary – Quebec, Canada 104 Table 9-1: Percentage of certificates received by drilling programs Program % of received certificates 2009 1% 2010 6% 2011 0% 2016 86% 2019 92% Environment 14% Géotechnique-2017 0% Jourdan 0% LV 0% SB-LB-E-CL-S Divers 0% Total 38% Recent data 90% 9.2 SITE VISIT A site visit was completed on July 18 and July 25, 2022, by personnel engaged in the preparation of the MRE, as previously published by Sayona in a NI 43-101 Technical Report titled “Definitive Feasibility Study Report for the North American Lithium Project (dated April 14, 2023. The site visit included a field tour of the main geological features visible in the current open pit (Figure 9-1), a tour of the core storage facility (Figure 9-2), visual inspections of drill cores (Figure 9-3), and discussions with geologists and engineers of Sayona. Selected drillhole collars in the field were also validated. The site visits also included a review of the sampling and assay procedures, QA/QC program, downhole survey methodologies, and the descriptions of lithologies, alteration and structures (Figure 9-3).


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 105 Figure 9-1 – View of the open pit visited during the site tour Figure 9-2 – Core storage facility at the Project site North American Lithium DFS Technical Report Summary – Quebec, Canada 106 Figure 9-3 – Core review at the core storage facility 9.2.1 Drilling and Sampling Procedure Validation Drill core inspection and discussions were completed with on-site geologists to confirm that drilling and sampling procedures were generally well applied. Several sections of mineralised cores were reviewed while visiting the Project. All core boxes were labelled and properly stored outside. Sample tags were present in the boxes, and it was possible to validate sample numbers and confirm the presence of mineralisation in witness half-core samples from the mineralised zones (Figure 9-3). Drilling was not underway during the site visits, it was however possible to follow the entire path of drill core from drill rig to logging and sampling to the laboratory to Project database by reviewing historical reports. Some historical drill collars were surveyed by a handheld GPS and compared to the Project database. No issues were noted. North American Lithium DFS Technical Report Summary – Quebec, Canada 107 9.2.2 Log and Core Box Validation During the site visit, visual inspections of drill core were completed for eleven discrete geological intervals in drillholes completed during 2009, 2010, 2011, 2016 and 2019 (Table 9-2). Core boxes were withdrawn from the core rack and laid on the ground to review the selected intervals. Table 9-2: Geological intervals inspected during site visit BHID Depth (m) From To QL-S09-016 260 323 QL-S09-027 392 435 QL-S10-009 130 210 Ql-S10-048 75 170 QL-S11-06 163 177 QL-S11-08 9 86 QL-S11-45 84 126 NAL-16-045 84 160 NAL-19-034 156 216 NAL-19-037 257 345 9.2.3 Validation of Sample Preparation, Analytical, QA/QC and Security Procedures Discussions were held with on-site personnel to confirm that the sample preparation, analytical, QA / QC and sample security procedures are adequately applied. A visual inspection of several sections of core boxes confirmed that all core boxes were labelled and properly stored. Sample tags were present in the boxes, and it was possible to validate sample numbers and visually confirm the presence of spodumene mineralisation in the remaining half-core. 9.3 QUALIFIED PERSON’S OPINION It is the QP’s opinion that the drilling, sampling and assaying protocols in place are adequate. The Project database provided by Sayona is of good overall quality and suitable for use in the estimation of mineral resources. North American Lithium DFS Technical Report Summary – Quebec, Canada 108 10. MINERAL PROCESSING AND METALLURGICAL TESTING 10.1 INTRODUCTION This chapter summarizes testwork results, plant operating data, and other relevant information that has led to the identification of process improvement opportunities and form the basis for process design for the North American Lithium spodumene concentrator. In recent history, the NAL concentrator operated from March 2013 to September 2014 (Québec Lithium Inc.), and June 2017 to March 2019 (North American Lithium Inc.). Extensive metallurgical testwork has been undertaken on ore from the NAL deposit since 2008. More recent testwork has focused on the impact of host rock type and the impact of dilution on metallurgical performance. Historical metallurgical testwork for the Authier Project was undertaken as part of feasibility studies undertaken for the mine and concentrator project in 2018 and 2019. Recent metallurgical testing has investigated the processing of blended feed combining NAL and Authier ore. 10.2 NORTH AMERICAN LITHIUM – HISTORICAL PROCESS PLANT OPERATIONS 10.2.1 Québec Lithium Concentrator Operations 2013-2014 The Québec Lithium Project operated from March 2013 until September 2014. The concentrator never reached nameplate capacity and was unable to produce chemical grade spodumene concentrate. The major issue encountered during operation was higher than expected dilution from the mine. The waste rock contained iron-bearing silicate minerals that could not be adequately rejected in the concentrator flowsheet. The result was the production of low-grade spodumene concentrate (ca. 3% to 4% Li2O) with high iron concentrations (ca. 2% to 3% Fe). Process plant design was based on testwork operated on samples with little to no dilution. During operation, typical levels of dilution in run of mine (ROM) ore were roughly 20%. Major process plant deficiencies that limited throughput and concentrate quality included:  Higher than anticipated dilution in ROM ore.  Design flaws in the crushing circuit (e.g., materials handling issues, material freezing, inadequate dust collection).  Limited buffer capacity in the crushed ore silo.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 109  Inadequate iron-bearing mineral rejection in the flowsheet;  Inadequate high-intensity conditioning ahead of flotation. 10.2.2 North American Lithium – Operations 2017-2019 Prior to NAL concentrator restart in 2017, several plant upgrades were implemented including:  Installation of a secondary optical near-infrared (NIR) ore sorter;  Modifications to the crushed ore silo;  Installation of a wet high-intensity magnetic separator (WHIMS) ahead of the flotation circuit;  Modifications to the high-intensity conditioning tank. The NAL concentrator operated from June 2017 until March 2019. The concentrator never reached nameplate capacity and typically produced spodumene concentrate ranging in grade from 5.5% to 6.0% Li2O. Figure 10-1 shows monthly spodumene concentrate production. During 2018 and 2019, monthly production ranged from roughly 4,500 t to 13,250 t. At the time, nameplate capacity was roughly 15,900 t of 5.8% Li2O concentrate. Figure 10-2 shows monthly averages of spodumene concentrate lithia (Li2O) and iron grades and lithium recovery. After initial plant start-up in 2017, concentrate grades ranged from 5.4% to 6.0% Li2O and from 0.9% to 1.6% Fe. Lithium recovery ranged from roughly 55% to 70% for the same period. Several plant improvement projects were identified which would be required to reach plant nameplate capacity and ensure production of chemical grade spodumene concentrate:  Modifications to the primary crusher dump hopper and feeder.  Improvements in the crushing circuit (e.g., materials handling, dust collection).  Increased crushed ore buffer capacity.  Installation of a third ore sorter (in parallel to the existing secondary sorter); Increased screening capacity in the ball mill circuit.  Improved magnetic separation (installation of a low-intensity magnetic separator (LIMS) and a second WHIMS).  Installation of a new high-intensity conditioning tank ahead of flotation.  Increase spodumene concentrate filter capacity. North American Lithium DFS Technical Report Summary – Quebec, Canada 110 Figure 10-1 – Monthly spodumene concentrate production Figure 10-2 – Concentrate grade and lithium recovery (monthly averages) North American Lithium DFS Technical Report Summary – Quebec, Canada 111 10.3 METALLURGICAL LABORATORY TESTWORK PROGRAM 10.3.1 North American Lithium Testwork Review A large number of metallurgical studies have been undertaken on samples from the NAL deposit since 2008. In 2008, SGS Canada Inc., in Lakefield, Ontario operated a development testwork program which included a flotation pilot plant. Variability testwork was undertaken to evaluate the impact of head grades on performance. The testwork was used to produce engineering data for plant design and produce marketing samples. Two composite samples were used for a series of grindability tests. Dense media separation (DMS) and batch flotation tests were undertaken. During the initial feasibility study, further batch-scale optimization tests were carried out as well as locked-cycle flotation tests and pilot-scale tests. Testwork results are documented in the NI 43-101 Prefeasibility Technical Report (2010) and the updated Feasibility Technical Report (2011). The process flowsheet was developed based on projected recoveries that were determined from the testwork program and a plant throughput of 3,800 tpd (rod mill feed). It should be noted that all tests carried out during the prefeasibility and feasibility studies were conducted on relatively clean pegmatite ore with little ore dilution. There were indications in early testing that ore dilution may negatively impact flotation performance; however, the extent of ore dilution was not well defined, and its impact was not thoroughly tested. The use of optical ore sorting to remove waste material in the crushing circuit was investigated during the feasibility study but was not tested and was not included in the final feasibility study flowsheet. Optical ore sorting was tested during detailed engineering and an optical ore sorter was installed after plant start-up to sort +3” material after primary crushing and screening. The ore sorter did not operate in the winter months and only operated for a short period before the plant was put on care and maintenance in 2014. A second ore sorter was installed prior to plant restart in 2017. WHIMS tests were carried out on the final flotation concentrate during prefeasibility and feasibility study testwork. WHIMS was performed to lower iron content of the final concentrate to meet concentrate specifications. During testing, relatively clean pegmatite ore (low levels of dilution) was tested. As such, iron was present in the spodumene crystal structure and WHIMS was not effective. As a result, WHIMS was not included in the original flowsheet. The NAL pegmatite dykes are hosted in two host rock types: granodiorite or volcanics. Mine operations since 2013 have primarily focused on the granodiorite zones. The two host rock types have differences in terms of mineralogy, specifically related to presence of iron-bearing silicate minerals. Table 10-1 and Table 10-2 show examples host rock mineralogy and elemental composition from testwork undertaken in 2022. The analyses show magnesio-hornblende concentrations to be significantly higher in the basalt sample (53.2%) as compared to the granodiorite sample (11.4%). Iron concentration in the volcanics sample was 9.72% as compared to 2.87% in the granodiorite sample. North American Lithium DFS Technical Report Summary – Quebec, Canada 112 Table 10-1 – Example mineralogy of NAL host rock types Mineral Granodiorite Volcanics wt % Albite 50.8 23.8 Magnesio-hornblende 11.4 53.2 Quartz 14.4 1.0 Microcline 9.6 0.9 Chlorite 1.6 2.6 Muscovite 3.4 4.5 Holmquistite 4.3 5.6 Biotite 2.7 1.7 Diopside 1.7 6.2 Rutile 0.1 0.5 Total 100 100 Table 10-2 – Example assays of NAL host rock types Component Granodiorite Volcanics wt % Li 0.1 0.1 Li2O 0.2 0.2 Al 8.7 5.8 Ca 3.3 7.3 Fe 2.9 9.7 Na 3.4 1.9 K 2.0 0.6 Mg 1.4 4.9 Mn 1.4 0.2 Si 29.7 23.7 Two process plant upgrades have been executed to reject iron-bearing silicate minerals in the flowsheet. The first is the installation of a third ore sorter in the crushing circuit to reject host rock dilution. Work is ongoing to improve the efficacy of the ore sorting system. The second is the installation of a second WHIMS in the flowsheet to further reject iron-bearing silicate minerals prior to flotation. A LIMS was also installed ahead of the WHIMS units to remove abraded steel from the mills, which has a negative impact on WHIMS performance. The metallurgical testing focused on controlling iron in the flowsheet using WHIMS and the effect of the quantity and type of host rock dilution. 10.3.2 Optical Ore Sorting Test Program – 2011 In 2011, during detailed engineering, optical sorting tests were undertaken at the TOMRA (previously Commodas Ultrasort GmbH) test facility in Wedel, Germany, using commercial-scale optical sorting units.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 113 The material provided for the test program was a mixture of pegmatite, granodiorite, and basalt. Figure 10-3 shows example images of the three rock types tested. Figure 10-3 – Ore sorting test program material (pegmatite upper left, granodiorite upper right, basalt lower) The material provided was screened into four size fractions: -60 mm / + 40 mm, -40 mm / +20 mm, -20 mm / +12 mm, and -12 mm / +8 mm. Each size fraction was tested with 20% and 40% waste of either granodiorite or basalt and was tested with a range of sorting parameters. The sorting parameters can be set to minimize loss of lithium or maximize rejection of waste. These tests demonstrated waste rejection rates as high as 95% with corresponding lithium loss of 6% or less. Example images of sorted products from the testwork are shown in Figure 10-4. North American Lithium DFS Technical Report Summary – Quebec, Canada 114 Figure 10-4 – Example images of sorted products 10.3.3 Historical Plant Operating Data – 2014 Initially, WHIMS testing was carried out at the process plant using lab scale equipment (Eriez model L-20 WHIMS). Tests were carried out on the de-sliming cyclone underflow feeding the flotation circuit and on the spodumene concentrate product. The objective was to remove amphiboles (hornblende) either from the flotation feed or the concentrate. Figure 10-5 shows the magnetic and non-magnetic fractions when the WHIMS unit was operated at 8,000 gauss (G) on the de-sliming cyclone underflow. Figure 10-5 – Magnetic and non-magnetic fractions from test conducted at 8,000 gauss The tests were also run on a range of magnetic intensities. Visually, the best results on the cyclone underflow appeared to be at about 12,000 G. Vendor testing was subsequently undertaken. A WHIMS North American Lithium DFS Technical Report Summary – Quebec, Canada 115 (Eriez WHIMS SSS-I-3000 1.0-1.3 T) was installed in the NAL process plant in 2016-17. The WHIMS is located ahead of spodumene conditioning in the flowsheet. 10.4 NAL 2016 RE-START METALLURGICAL TESTING In 2016, a testwork program was undertaken at SGS Canada Inc. in Lakefield, Ontario. The program included:  Hardness characterization of pegmatite, granodiorite, basalt, and composite samples.  WHIMS testing on pegmatite samples with varying levels of dilution containing granodiorite or basalt host rock.  Flotation tests on samples processed through the WHIMS unit. The results of the grindability tests showed that the Bond work indices of the sample mixtures and in-situ samples were all below the work indices used in the 2012 design criteria for sizing of the rod and ball mills. Therefore, the presence of mine dilution should not negatively impact the mill throughput capacity. For the WHIMS testing, the magnetic intensity was varied between 5,000 G and 15,000 G for various mixtures of pegmatite ore with granodiorite or basalt. Results indicated that the ideal magnetic intensity to reject iron, while minimizing lithium loss, was in the range of 10,000 G to 13,000 G. Figure 10-6 shows iron rejection and lithium loss to the magnetic concentrate at various magnetic intensities for an ore sample containing 10% granodiorite (left) and 10% basalt (right). Related to the host rock composition and mineralogy, magnetic separation performance is quite different in the two samples. At 12,000 G, both samples show roughly 4.8% lithium loss with the granodiorite sample showing 47% iron rejection and the basalt sample showing 80% rejection. The feed grades of the granodiorite and basalt samples were 1.16% Li2O and 0.95% Fe2O3, and 1.20% Li2O and 1.74% Fe2O3, respectively. Batch flotation tests were undertaken on the non-magnetic fractions after magnetic separation at 15,000 G. Figure 10-7 shows the grade-recovery curves for the optimized conditions for test F3 (pegmatite with 10% basalt) and test F4 (pegmatite with 10% granodiorite). Spodumene flotation was operated at pH 8.5 using 675 g/t of FA-2 collector with a rougher-scavenger and three stages of cleaning. The final spodumene concentrates assayed between 1.05% and 1.10% Fe2O3. Lithium recovery at 6% Li2O ranged from roughly 80% to 83% (interpolated). North American Lithium DFS Technical Report Summary – Quebec, Canada 116 Figure 10-6 – Iron rejection and Li loss to magnetic concentrate for pegmatite with 10% granodiorite (left) and 10% basalt (right) Figure 10-7 – Optimized flotation test results


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 117 10.5 AUTHIER METALLURGICAL TESTWORK REVIEW 10.5.1 Historical Authier Testwork Initial testwork on the Authier deposit was undertaken by the Québec Department of Natural Resources in 1969. Flotation tests were carried out on a bulk composite sample prepared from split drill core. Results confirmed the ore was amenable to concentration by flotation and the tests produced spodumene concentrates assaying between 5.13% and 5.81% Li2O with lithium recovery ranging from 67% to 82%. In 1991, Raymor Resources Ltd. conducted bench-scale metallurgical testing on mineralized pegmatite samples from the Property. An 18.3 kg sample grading 1.66% Li2O was tested at the Centre de Recherche Minérale (CRM, now COREM) in Québec City. The testwork produced a spodumene concentrate grading 6.30% Li2O with lithium recovery of 73%. In 1997, Raymor Resources Ltd. completed testing at CRM on two samples from a pegmatite dyke on the Property: 1) 18 t sample grading 1.32% Li2O and 2) 12 t grading 1.10% Li2O. Metallurgical testing on the first sample produced a concentrate grading 5.61% Li2O with 61% lithium recovery. Magnetic separation was used in the testing to remove iron-bearing silicate minerals. The second sample returned a final concentrate grade of 5.16% Li2O with 58% recovery. In 1999, metallurgical testing was conducted at COREM on a 40-t mineralized pegmatite sample from the main intrusion at the Authier property. The testing program was conducted as part of a prefeasibility study. Results showed spodumene concentrate grades ranging from 5.78% to 5.89% Li2O with lithium recoveries ranging from 68% to 70% from a sample with head grade of 1.14% Li2O. A sample with head grade of 1.35% Li2O produced a 5.96% Li2O concentrate at 75% recovery. Glen Eagle Resources Inc. undertook a testing program in 2012 on a 270 kg sample as part of a Preliminary Economic Assessment (PEA) of the Project. Batch testwork produced a concentrate grading 6.09% Li2O with 88% lithium recovery after two stages of cleaning (without the use of mica pre-flotation). After four stages of cleaning and passing the concentrate through a WHIMS at 15,000 G a concentrate grading 6.44% Li2O was produced at 85% recovery. In 2016, Sayona Québec completed a metallurgical testing program using drill core from 23 historical holes totaling 430 kg, representing the entire deposit geometry (including 5% mine ore dilution). Concentrate grades varied from 5.38% to 6.05% Li2O with a lithium recovery ranging from 71% to 79%. Results indicated that ore dilution had a negative impact on flotation performance. North American Lithium DFS Technical Report Summary – Quebec, Canada 118 In 2017, two representative samples were prepared, and flotation testing was undertaken to examine the impact of the presence of dilution material and the use of site water. Testwork demonstrated the ability to produce concentrate grading 6.0% Li2O with lithium recovery greater than 80%. The majority of the testing for the Project has focused on spodumene recovery by froth flotation. Recently (2016-17), Sayona Quebec performed several heavy-liquid separation (HLS) test programs to assess the viability of producing a coarse spodumene concentrate using dense media separation. Testwork and economic analysis showed that dense media separation was not a viable process option for the Authier deposit. Table 10-3 gives an overview of recent metallurgical testing programs operated by SGS Canada Inc. at their facilities in Lakefield, Ontario. Figure 10-8 shows the locations in the pit from which the historical metallurgical testing samples were taken. Table 10-3 – Recent Authier metallurgical testing programs Year Owner Sample Size Testwork 2,012 Glen Eagle 270 kg Flotation testing 2,016 Sayona Québec 430 kg HLS and flotation testing 2,017 52 kg HLS and flotation testing 66 kg sample HLS and flotation testing 120 kg sample HLS 2,018 5 t sample Pilot plant program 2,019 Pilot plant sample Batch optimization testing North American Lithium DFS Technical Report Summary – Quebec, Canada 119 Figure 10-8 – Drillhole locations for the various metallurgical testing samples 10.5.2 Feasibility-level Authier Testwork (2018) A pilot plant testwork program was undertaken in 2018 at SGS Canada Inc. as part of the feasibility study. The aim of the testwork was to confirm the spodumene concentration flowsheet, operational parameters, efficiencies, and consumptions. Roughly 5 t of drill core was used to prepare two composite samples representing: 1) years 0-5, and 2) years 5+ of operation. Testwork included batch, locked cycle, and continuous piloting. 10.5.2.1.1 Feed Characterization Chemical analysis of the two composite pilot plant feed samples is shown in Table 10-4. The head grades of the two composite samples were 1.01% Li2O and 1.03% Li2O, respectively. The only significant differences in chemical composition were slightly elevated concentrations of iron and magnesium in Composite 1. Samples of each composite were analyzed by X-ray diffraction (XRD). Results of semi- quantitative mineralogical analysis are shown in Table 10-5. Feldspars (albite and microcline), quartz and North American Lithium DFS Technical Report Summary – Quebec, Canada 120 spodumene are the major constituents in the samples. The presence of hornblende/ clinochlore and elevated concentrations of biotite in Composite 1 correspond to elevated concentrations of iron and magnesium in the sample Table 10-4. Table 10-4 – Chemical compositions of the pilot plant feed samples Analysis Composite 1 Composite 2 Years 0-5 Years 5+ Li 0.5 0.5 Li2O 1.0 1.0 SiO2 73.5 74.9 Al2O3 15.6 15.6 Fe2O3 0.8 0.6 MgO 0.4 0.1 CaO 0.3 0.2 Na2O 4.7 4.6 K2O 2.7 3.0 P2O5 0.0 0.0 MnO 0.1 0.1 Cr2O3 0.0 0.0 sg 2.7 2.7 Table 10-5 – Semi-quantitative XRD results (Rietveld analysis) Mineral Composite 1 Composite 2 wt % Albite 36.2 33.9 Quartz 31.1 34.8 Spodumene 11.3 9.7 Microcline 9.6 11.0 Muscovite 4.0 9.3 Hornblende 3.4 - Biotite 1.6 1.2 Clinochlore 2.7 - Total 100 100 10.5.2.1.2 Grindability Table 10-6 summarizes the grindability testwork results obtained during the pilot plant program. Bond low-energy impact crushing work index (CWI) ranged from 12.1 kWh/t to 19.5 kWh/t (moderately soft to medium range). Bond ball mill work index (BWI) ranged from 12.7 kWh/t to 15.8 kWh/t with an average of 14.6 kWh/t, ranking the samples as moderately soft to moderately hard. The abrasion index (AI) ranged


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 121 from 0.806 g to 1.009 g. The material tested was highly abrasive and fell in the 95-98th percentile in the SGS abrasion index database. Table 10-6 – Summary of grindability results Sample Hole no. CWI BWI AI (kWh/t) (kWh/t) (g) 1 AL-17-034 47-49 m 13.0 12.7 0.912 2 AL-17-034 54-56 m 14.7 14.5 0.806 3 AL-17-037 167-171 m 12.1 15.8 0.953 4 AL-17-036 81-83 m 15.8 15.8 1.009 5 AL-17-036 102-104 m 19.5 15.2 1.005 6 AL-17-038 53-54 m 15.0 14.9 0.962 PP1 Composite 1 - Yr 0-5 - 13.7 - PP2 Composite 2 - Yr 5+ - 14.1 - 10.5.2.1.3 Bench-scale Flotation Tests Over forty bench-scale batch flotation tests were operated to confirm and optimize the flowsheet and reagent schemes prior to piloting. Batch tests were undertaken on each composite and included: stage- grinding, magnetic separation (5,000 G and 10,000 G), de-sliming, mica flotation, and spodumene flotation. The batch tests investigated a number of variables (e.g., feed particle size, flowsheet configuration, reagents schemes, spodumene conditioning) to optimize metallurgical performance. The optimized flowsheet that was developed, which was used in tests F37 to F43, is presented in Figure 10-9. North American Lithium DFS Technical Report Summary – Quebec, Canada 122 Figure 10-9 – Optimized batch flowsheet For the optimized tests, sub-samples of Composite 1 or 2 were stage-ground to 100% passing 180 µm. The stage-ground feed was scrubbed in a Denver D12 4 L flotation cell for 3 min. The scrubbed material North American Lithium DFS Technical Report Summary – Quebec, Canada 123 was de-slimed by settling and decanting in a cylinder. De-slimed material was processed through an Eriez model L-4-20 laboratory-scale WHIMS. The material was processed sequentially at 5,000 G and 10,000 G. The non-magnetic material was transferred to a 4 L Denver D12 flotation cell for mica conditioning. Sodium hydroxide (NaOH) was added to raise the pH to ~10.5 and Armac T (mica collector) and methyl isobutyl carbinol (MIBC) were added. Mica rougher and scavenger flotation was performed, and products were filtered and dried. The mica scavenger tailings were scrubbed at high density (~65% w/w solids) in a Denver D12 flotation machine for ten minutes. The scrubbed material was de-slimed by settling and decanting. The de-slimed material was conditioned in a 4 L Denver D12 flotation cell at a pulp density of roughly 65% w/w solids. Sylfat FA-2 (spodumene collector) was added and the slurry and conditioned for five minutes. Rougher and scavenger flotation were undertaken followed by three stages of cleaning. pH was controlled at 8.5 with soda ash (Na2CO3) addition. Reagent dosages for the optimized batch tests operated on Composite 1 or Composite 2 are shown in Table 10-7. Armac T dosage ranged from 100 g/t to 110 g/t and FA-2 dosage ranged from 780 g/t to 1,080 g/t. The feed samples for the tests shown in Table 10-7 were stage-ground to 100% passing 180 µm. Table 10-7 – Reagent dosages for selected batch tests Feed Test Dosage (g/t) NaOH Na2CO3 Armac T F100 FA-2 Na Silicate Composite 1 F34 250 300 110 250 1,080 0 F37 388 150 110 250 1,080 0 F40 312 125 110 250 780 0 Composite 2 F30 275 175 100 250 1,080 25 F42 375 162 110 250 980 0 F43 450 512 110 250 980 0 Figure 10-10 shows the grade-recovery curves for selected batch tests. The results show that 80% lithium recovery was achieved at a concentrate grade of 6.0% Li2O for both composite samples. Iron concentrations in the spodumene concentrate ranged from 1.0% to 1.6% Fe2O3. North American Lithium DFS Technical Report Summary – Quebec, Canada 124 Figure 10-10 – Batch test grade-recovery curves 10.5.2.1.4 Locked Cycle Tests A locked-cycle test was performed on each composite sample. The conditions for the tests were based on batch tests F41 and F43. The flowsheet for the locked-cycle tests in shown in Figure 10-11. Feed samples were stage-ground to 100% passing 180 µm. Reagent dosages for the tests are given in Table 10-8. The only differences in the test conditions were the slight increase in Armac T dosage from 110 g/t (Composite 1) to 120 g/t (Composite 2) and the addition of MIBC (10 g/t) ahead of mica flotation for Composite 2. Locked-cycle flotation test results on Composite 1 and Composite 2 showed an average concentrate grade of 5.85% Li2O at 84% lithium recovery, and 5.86% Li2O at 83% recovery, respectively. Iron concentration in the spodumene concentrate was 1.81% Fe2O3 for Composite 1 and 1.09% Fe2O3 for Composite 2.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 125 Figure 10-11 – Locked-cycle flowsheet (Composite 1) Table 10-8 – Reagent dosages for the locked-cycle batch tests Feed Dosage (g/t) NaOH Na2CO3 Armac T MIBC F100 FA-2 Composite 1 150 600 110 0 250 1,035 Composite 2 150 600 120 10 250 1,035 North American Lithium DFS Technical Report Summary – Quebec, Canada 126 10.5.2.1.5 Continuous Pilot Plant The concentrator pilot plant was operated by SGS in a series of 13 campaigns during April 2018. Three feed samples were tested: a low-grade commissioning sample, Composite 1 and Composite 2. The commissioning sample was initially fed to the pilot plant to confirm mechanical reliability, robust operating procedures, and analytical laboratory capabilities. Once commissioning was complete, the two composite pilot plant samples were processed through the plant. The plant operated for over 100 h and processed over 5 t of feed material. The flowsheet for continuous pilot plant testing campaign PP06 is shown in Figure 10-12. The circuit was fed at a rate of 50 kg/h of crushed ore (-3.36 mm) to a rod mill in closed-circuit with a 180 µm vibrating screen. The flowsheet included: grinding, multiple stages of de- sliming, magnetic separation, mica flotation, and spodumene flotation. Reagent dosages for the optimized pilot plant campaigns are shown in Table 10-9. For the optimized conditions, Armac T dosage ranged from 112 g/t to 220 g/t and FA-2 dosage ranged from 656 g/t to 1,106 g/t. Pilot plant mass balance data was reconciled using Bilmat software. For the optimized flowsheets, pilot plant operation on Composite 1 produced concentrate ranging from 5.9% to 6.0% Li2O with recoveries ranging from 67% to 71%. Fe2O3 content in the spodumene concentrates ranged from 1.70% to 1.89%. For Composite 2, the concentrate grade ranged from 5.8% to 6.2% Li2O with lithium recovery from 73% to 79%. Fe2O3 content in the spodumene concentrates ranged from 0.96% to 1.16%. Continuous pilot plant operation produced roughly 400 kg of spodumene concentrate. Historical Authier testwork results were used for plant design in the 2018 feasibility study and 2019 updated feasibility study for the Project. Table 10-9 – Reagent dosages for selected pilot plant tests Test Feed P80 (µm) Dosage (g/t) Na2CO3 Armac T MIBC F100 FA-2 PP-11S Composite 1 188 576 130 21 254 693 PP-11F 188 576 130 21 254 693 PP-12F 189 543 220 21 266 656 PP06 Composite 2 180 402 112 19 242 1,065 PP-07S1 182 600 121 19 264 1,106 PP-07S2 182 600 212 19 264 1,106 North American Lithium DFS Technical Report Summary – Quebec, Canada 127 Figure 10-12 – Pilot plant flowsheet (PP-06) North American Lithium DFS Technical Report Summary – Quebec, Canada 128 10.6 BLENDED ORE (NAL AND AUTHIER) TESTWORK REVIEW 10.6.1 Preliminary Testwork (2019) Initial testwork on blended NAL and Authier samples was undertaken in 2019 at SGS Canada Inc. in Lakefield, Ontario. The Authier sample tested was material from the 2018 pilot plant and was a blend of Composite 1 and Composite 2 material. The NAL samples (pegmatite, granodiorite and volcanics) were hand-picked from ROM stockpiles located at the NAL site in November 2019. The blend ratio tested was 75% NAL ore and 25% Authier ore. Based on historical data, dilution in the NAL mine plan was expected to be roughly 18%. By contrast, and due to the nature of the deposit and the mining strategy, the Authier mine plan was expected to include less than 5% dilution in ROM ore. Assays of the various feed samples are shown in Table 10-10. The Authier pegmatite sample had a grade of 1.05% Li2O. The NAL pegmatite sample was high-grade at 1.57% Li2O. The NAL granodiorite (4.1% Fe2O3) and the volcanics samples (13.1% Fe2O3) had relatively high iron content as compared to the pegmatite samples (0.82% and 0.49%, respectively). Table 10-11 shows the composition of the feed blends tested. Test procedures included: crushing, grinding, de-sliming, WHIMS and spodumene flotation. Reagent dosages were chosen based on historical testwork and NAL operating experience. Figure 10-13 shows the grade-recovery curves for the four tests. Figure 10-14 shows the relationship between Fe2O3 and Li2O concentrations in the concentrates. For test F3, the concentrate produced from the blended sample containing basalt was unable to achieve 6% Li2O (5.87% Li2O at 80% recovery). The final concentrate also contained a relatively high level of iron (1.96% Fe2O3). Results for test F4 showed that the concentrate produced from the blended sample containing granodiorite achieved 6% Li2O at 85% recovery. Iron levels in the final concentrate were slightly high at 1.33% Fe2O3. Test F5 on NAL pegmatite (no dilution) performed well, achieving 6% Li2O at roughly 90% recovery. Iron in the 6% Li2O concentrate was roughly 1.2% Fe2O3. Test F6 on a blend of Authier and NAL pegmatite (no dilution) performed well, achieving 6% Li2O at roughly 90% recovery. Iron in the 6% Li2O concentrate was roughly 1.2% Fe2O3.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 129 Table 10-10 – Assays of ore samples tested Analysis Authier NAL Composite Pegmatite Granodiorite Volcanics Li 0.49 0.73 0.14 0.09 Li2O 1.05 1.57 0.30 0.19 SiO2 73.50 74.00 62.70 48.90 Al2O3 15.60 15.70 16.70 8.95 Fe2O3 0.82 0.49 4.10 13.10 MgO 0.26 0.02 2.30 11.80 CaO 0.21 0.24 4.59 10.50 Na2O 4.75 3.39 4.48 1.46 K2O 2.80 2.33 2.24 1.23 Figure 10-13 – Grade – recovery curves The pegmatite sample tested from NAL was relatively high-grade compared to the expected life-of-mine average. All samples tested produced concentrate with Fe2O3 concentrations exceeding 1%. The sample tested containing basalt produced a concentrate of 5.87% Li2O (slightly below 6%), which contained a relatively high concentration of iron (1.96% Fe2O3). North American Lithium DFS Technical Report Summary – Quebec, Canada 130 Table 10-11 – Overview of feed samples tested Test Authier NAL Composite Pegmatite Granodiorite Volcanics Composition, % F3 25 67.5 - 7.5 F4 25 67.5 7.5 - F5 - 100.0 - - F6 25 75.0 - - Figure 10-14 – Fe2O3 vs. Li2O in the concentrate North American Lithium DFS Technical Report Summary – Quebec, Canada 131 Table 10-12 – Final spodumene concentrate grade (3-stages of cleaning) Test Li2O Fe2O3 % F3 5.87 1.96 F4 6.05 1.33 F5 6.54 1.29 F6 6.24 1.18 10.6.1.1 Prefeasibility study testwork (2021-22) Testwork on blended NAL and Authier ore was undertaken in 2021-22 at SGS Canada Inc. in Lakefield, Ontario. Both samples were selected from drill core. The main objectives of the testwork were:  To test a blended feed sample (64% NAL and 36% Authier).  Test the impact of basalt waste rock dilution on performance.  Examine the impact of two-stages of WHIMS on concentrate quality. Pegmatite and host rock samples were analyzed separately. Table 10-13 and Table 10-14 show assays and mineralogy of the components. Table 10-13 – Assays of the pegmatite and host rock samples Component NAL Authier Pegmatite Basalt Granodiorite Pegmatite Basalt Composition, wt % Li 0.67 0.08 0.11 0.68 0.10 Li2O 1.44 0.17 0.24 1.46 0.22 Al 8.42 5.77 8.73 8.42 9.21 Ca 0.23 7.29 3.32 0.12 3.51 Fe 0.15 9.72 2.87 0.26 7.76 Na 3.32 1.92 3.41 3.23 3.30 K 2.16 0.62 2.00 2.40 0.59 Mg 0.02 4.94 1.39 0.04 5.62 Mn 0.10 0.16 0.05 0.09 0.22 Si 34.20 23.70 29.70 34.50 22.20 Based on previous studies and NAL operational data, the NAL testwork feed sample comprised 10% basalt dilution (to simulate feed to the mill after ore sorting). The feed samples were blended at a ratio of 64% NAL ore and 36% Authier ore (to simulate rod mill feed). Table 10-15 shows the assays of the blended ore sample. The feed grade of the blended sample was 1.14% Li2O and 1.56% Fe2O3. North American Lithium DFS Technical Report Summary – Quebec, Canada 132 The samples were stage-crushed and stage-ground to a target P80 of 200 µm. The samples were scrubbed and de-slimed, underwent WHIMS, de-slimed and conditioned prior to spodumene rougher and scavenger flotation followed by three stages of cleaning. The testwork was designed to mimic the NAL flowsheet.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 133 Table 10-16 shows reagent dosages for the optimized tests. For the optimized tests, FA-2 fatty acid collector dosage ranged from 780 g/t to 1,080 g/t. Figure 10-15 shows the grade-recovery curves for the three optimized tests. Final spodumene concentrate grades in the three tests were roughly 6% Li2O. Lithium recovery ranged from 60% to 66%. Table 10-14 – Mineralogy of the pegmatite and host rock samples Mineral NAL Authier Pegmatite Basalt Granodiorite Pegmatite Basalt Composition, wt % Albite 39.50 23.80 50.80 37.40 40.00 Magnesio-hornblende - 53.20 11.40 - 36.80 Quartz 25.10 1.00 14.40 26.70 - Microcline 12.40 0.90 9.60 11.50 - Chlorite - 2.60 1.60 - 15.90 Muscovite 3.00 4.50 3.40 4.50 4.10 Holmquistite - 5.60 4.30 - - Biotite 0.80 1.70 2.70 0.90 0.90 Diopside - 6.20 1.70 - 0.40 Rutile - 0.50 0.10 - 0.30 Calcite 0.50 - - 0.50 - Beryl 0.20 - - 0.20 - Total 100 100 100 100 100 Table 10-15 – Blended ore assays Component NAL/Authier Blend Composition, % Li 0.53 Li2O 1.14 Al2O3 15.40 CaO 0.98 Fe2O3 1.56 Na2O 4.40 K2O 2.51 MgO 0.73 MnO 0.15 SiO2 72.50 North American Lithium DFS Technical Report Summary – Quebec, Canada 134 Table 10-16 – Reagent dosages for optimized tests Test P100 (µm) Dosage (g/t) Na2CO3 NaOH F100 F220 FA-2 F6 300 225 75 250 - 780 F9 300 225 75 250 - 1,080 F16 300 201 75 - 250 780 Figure 10-15 – Grade – recovery curves Table 10-17 shows the final concentrate grades which ranged from 6.01% to 6.05% Li2O and 0.78% to 1.05% Fe2O3. Table 10-17 – Final spodumene concentrate assays Test Li2O Fe2O3 % F6 6.01 1.05 F9 6.01 0.98 F16 6.05 0.78 North American Lithium DFS Technical Report Summary – Quebec, Canada 135 Figure 10-16 compares the performance of the WHIMS when processing ore containing basalt versus granodiorite host rock (10% dilution in all tests shown). The data points are taken from several testwork programs on NAL ore and blended ore. The results show higher mass pulls, iron rejection and lithium losses for the basalt tests. This is due to the higher concentrations of iron-bearing silicate minerals in the basalt samples. Figure 10-16 – Comparison of WHIMS performance with basalt vs. granodiorite host rock 10.6.1.2 Tailings Filtration The target moisture content that forms the basis of assessment and filter sizing was 15%. During the test program, the effects of cake thickness and drying time on filter cake moisture and the production rate were examined. In 2022, ten pressure filtration tests were conducted by Pocock Laboratories on combined tailings samples. Two pressure filtration methods were tested: 1) air blowing only and 2) membrane squeeze with air blow. The design conditions simulated the filtration of tailings with an average 56% solids feed density. The pressure for all ten air blow procedures was maintained at 552 kPa. However, combined tailings material in four out of ten tests were subjected to an additional pressure of 690 kPa for the initial membrane squeeze procedure, which was raised to 1,600 kPa for the final 30 seconds of air blow. The test results and the simulations yielded the production of a tailings cake with satisfactory discharge as well as stacking properties reaching their target values in a cycle time that would require one operating and one stand-by pressure filter configuration, the specifications for which are provided in Chapter 14. North American Lithium DFS Technical Report Summary – Quebec, Canada 136 10.6.1.3 Feasibility Study Testwork (2022-23) Testwork on blended NAL and Authier ore was undertaken in 2022-23 at SGS Canada Inc. in Lakefield, Ontario. Two composite and five variability samples were tested. The main objectives of the testwork were to:  Test blended feed samples (64% NAL and 36% Authier).  Test the impact of granodiorite, gabbro, and volcanics waste rock dilution on metallurgical performance.  Mimic the NAL flowsheet. 10.6.1.4 Composite Samples The NAL pegmatite sample was collected in 2022 by operations geologists from run-of-mine ore remaining in the pit from previous mining operations in 2019. The material was selected to represent average-grade material. The NAL volcanics and granodiorite samples used were material remaining from the PFS testwork program. The Authier pegmatite sample was taken from a test pit onsite. The Authier host rock (ultramafic) sample was from the PFS testwork program. Pegmatite and host rock samples were analyzed separately. Table 10-18 and Table 10-19 show assays and mineralogy of the components. The NAL and Authier pegmatite samples graded 1.12% and 1.05% Li2O, respectively. The host rock samples contained low levels of lithium, ranging from 0.17% to 0.24% Li2O. A major difference between the host rock samples was the varying iron concentrations which ranged from 4.10% to 13.9% Fe2O3. Table 10-18 – Composite sample assays of the pegmatite and host rock samples Component NAL Authier Pegmatite Volcanics Granodiorite Pegmatite Ultramafic Composition, wt % Li 0.52 0.08 0.11 0.49 0.10 Li2O 1.12 0.17 0.24 1.05 0.22 Al2O3 15.60 10.90 16.49 15.60 17.40 CaO 0.37 10.20 4.65 0.14 4.91 Fe2O3 0.32 13.90 4.10 0.42 11.10 Na2O 4.57 2.59 4.60 4.42 4.45 K2O 2.61 0.75 2.41 2.86 0.71 MgO 0.05 8.19 2.31 0.05 9.32 MnO 0.10 0.21 0.06 0.13 0.28 SiO2 74.30 50.10 63.50 74.40 47.50


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 137 The NAL and Authier pegmatite samples contained 14.7% and 12,9% spodumene. The major difference between the host rock types was the varying amounts of magnesio-hornblende which ranged from 11.4% to 53.2%. The volcanics and granodiorite samples contained holmquistite which correlates with the presence of lithium in the samples. Table 10-19 – Mineralogy of the pegmatite and host rock samples Mineral NAL Authier Pegmatite Volcanics Granodiorite Pegmatite Ultramafic Composition, wt % Spodumene 14.7 - - 12.9 - Albite 38.8 23.8 50.8 38.5 40.0 Magnesio-hornblende - 53.2 11.4 - 36.8 Quartz 27.9 1.0 14.4 29.3 - Microcline 15.8 0.9 9.6 15.2 - Chlorite - 2.6 1.6 - 15.9 Muscovite 2.2 4.5 3.4 3.6 4.1 Holmquistite - 5.6 4.3 - - Biotite - 1.7 2.7 - 0.9 Diopside - 6.2 1.7 - 0.4 Rutile - 0.5 0.1 - 0.3 Petalite 0.4 - - 0.5 - Total 100 100 100 100 100 The samples were blended at a ratio of 64% NAL ore and 36% Authier ore (to simulate rod mill feed composition). Based on previous studies, mine plans, and NAL operational data, the NAL testwork feed samples comprised 9% dilution (medium dilution). The Authier portion of the sample contained 1.7% dilution. Two samples were prepared, one containing volcanics and one containing granodiorite. Table 10-20 shows the assays of the blended composite samples. The feed grade of composite 1 (volcanics) was 1.12% Li2O and 1.29% Fe2O3, and composite 2 (granodiorite) was 1.12% Li2O and 0.68% Fe2O3. North American Lithium DFS Technical Report Summary – Quebec, Canada 138 Table 10-20 – Blended feed assays Component Composite 1 (Volcanics) Composite 2 (Granodiorite) Composition, % Li 0.5 0.5 Li2O 1.1 1.1 Al2O3 15.2 15.7 CaO 0.9 0.6 Fe2O3 1.3 0.7 Na2O 4.4 4.6 K2O 2.6 2.8 MgO 0.6 0.3 MnO 0.6 0.3 SiO2 72.5 73.4 10.6.1.5 Variability Samples Five variability samples were selected from NAL drill core samples (quarter core). The samples were selected to represent early years of production (years 1-10) and to include each major type of host rock (i.e., granodiorite, gabbro and volcanics). Table 10-21 gives a brief description of each of the five variability samples. Pegmatite and host rock samples from each drillhole were grouped separately. Pegmatite and host rock sample composites were analyzed for chemical composition and mineralogy. Table 10-22 shows the chemical composition of the pegmatite and host rock for each variability sample. Pegmatite grades ranged from 0.88% to 1.25% Li2O and from 0.15% to 0.79% Fe2O3. Host rock sample grades ranged from 0.19% to 0.47% Li2O and from 4.1% to 12.1% Fe2O3. Spodumene content of the pegmatite samples ranged from 10.8% to 15.4%. Muscovite content ranged from 2.0% to 4.5%. Low levels of spodumene are seen in the host rock samples (1.1% to 2.4%). Holmquistite is present in all host rock samples ranging from 2.0% to 6.8%. Large variations in magnesio- hornblende content (3.3% to 63.2%) can be seen in the various host rock types. Similar to the composite samples, NAL variability testwork feed samples comprised 9% dilution while the Authier portion (composite samples) contained 1.7% dilution. The samples were blended at a ratio of 64% NAL ore and 36% Authier ore (to simulate rod mill feed composition). North American Lithium DFS Technical Report Summary – Quebec, Canada 139 Table 10-21 – Variability sample description Variability Sample Years of Production Host Rock Type Hole ID Dykes 1.0 Years 1-2 Volcanics / Granodiorite NAL-19-008 B NAL-19-008 N NAL-19-019 B NAL-19-023 B2 2.0 Years 1-2 Granodiorite NAL-16-005 CT_S-K NAL-16-012 CT_S-K NAL-16-028 CT_K NAL-19-010 B2 3.0 Years 3-5 Volcanics / Granodiorite NAL-16-035 P NAL-16-036 N NAL-19-020 B NAL-19-026 B 4.0 Years 3-5 Gabbro NAL-19-011 CT_V2 NAL-19-031 N2 NAL-19-034 CT_V2 NAL-19-036 CT_S-K 5.0 Years 5-10 Gabbro / Granodiorite NAL-19-021 A NAL-19-024 B NAL-19-036 CT_V Table 10-22 – NAL Variability sample assays: pegmatite and host rock Component Pegmatite Composition, wt % Host Rock, Composition, wt % Var 1 Var 2 Var 3 Var 4 Var 5 Var 1 Var 2 Var 3 Var 4 Var 5 Li 0.57 0.41 0.57 0.50 0.58 0.14 0.10 0.22 0.09 0.15 Li2O 1.23 0.88 1.23 1.08 1.25 0.30 0.21 0.47 0.19 0.32 Al2O3 15.50 15.80 15.70 14.90 15.30 15.30 16.40 14.00 8.80 8.90 CaO 0.38 0.86 0.48 0.39 0.36 8.40 4.41 7.67 12.10 11.80 Fe2O3 0.15 0.79 0.28 0.26 0.23 8.24 4.11 9.70 11.90 11.20 Na2O 4.79 4.85 4.79 4.50 4.38 2.54 4.45 2.99 1.51 1.62 K2O 1.95 2.70 2.22 2.49 2.45 1.07 2.36 1.44 0.72 0.65 MgO 0.04 0.40 0.12 0.11 0.10 5.49 2.32 6.50 9.89 9.69 MnO 0.15 0.10 0.16 0.16 0.16 0.17 0.08 0.17 0.20 0.19 SiO2 74.90 72.60 73.40 75.60 75.40 55.50 62.70 53.90 52.10 52.70 North American Lithium DFS Technical Report Summary – Quebec, Canada 140 Table 10-23 – NAL Variability sample mineralogy: pegmatite and host rock Mineral Pegmatite Composition, wt % Host Rock Composition, wt % Var 1 Var 2 Var 3 Var 4 Var 5 Var 1 Var 2 Var 3 Var 4 Var 5 Spodumene 14.7 10.8 15.4 13.5 14.9 2.1 1.1 2.4 1.3 2.4 Quartz 29.3 24.1 27.6 30.4 30.3 10.0 13.4 4.5 5.2 6.1 Plagioclase 42.3 45.7 43.3 40.8 39.2 36.5 47.7 36.6 14.1 19.8 Magnesio-hornblende - 0.8 - - - 24.5 3.3 26.3 63.2 47.3 K-feldspar 10.4 11.9 10.4 13.1 13.1 1.5 10.5 2.4 1.8 2.0 Phlogopite - - - - - 7.5 6.6 9.1 3.4 3.5 Epidote - - - - - 4.9 4.7 4.8 3.3 5.9 Holmquistite - 0.7 - - - 3.8 3.9 6.8 2.0 4.5 Muscovite 2.0 4.5 3.3 2.2 2.4 - - - - - Diopside - - - - - 4.2 2.9 2.5 2.7 3.3 Clinochlore - 1.3 - - - 1.7 3.0 1.9 0.8 1.3 Schorl 1.3 - - - - 1.9 1.9 0.9 1.0 1.3 Other - 0.2 - - - 1.0 0.4 1.0 1.0 1.9 Total 100 100 100 100 100 100 100 100 100 100 Table 10-24 – NAL blended variability sample assays Component Composition, wt % Var 1 Var 2 Var 3 Var 4 Var 5 Li 0.52 0.46 0.52 0.48 0.53 Li2O 1.12 0.99 1.12 1.03 1.14 Al2O3 15.60 15.70 15.60 14.00 15.60 CaO 0.81 0.84 0.83 0.97 0.68 Fe2O3 0.81 0.93 1.05 1.13 0.95 Na2O 4.51 4.67 4.56 4.32 4.54 K2O 2.20 2.73 2.39 2.41 2.67 MgO 0.43 0.46 0.52 0.65 0.36 MnO 0.15 0.10 0.15 0.15 0.16 SiO2 73.70 72.20 72.30 69.60 73.40 10.6.1.6 Composite Sample Testwork Results The composite samples were stage-crushed and stage-ground to P100 values between 212 µm and 300 µm. The samples were scrubbed and de-slimed, underwent two stages of magnetic separation (WHIMS), de-slimed and conditioned prior to batch spodumene rougher and scavenger flotation followed by three stages of cleaning. The batch tests were designed to mimic the NAL flowsheet with recent 2023 circuit modifications. Initial testwork examined the impact of grind size on flotation performance. Samples were stage-ground and screened. Tests were operated on each composite at -300 µm (tests F2 and F5) and -250 µm (tests


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 141 F7 and F8) as shown in Figure 10-17. The finer grind (-250 µm) showed improved performance. Based on the results, all further testing was undertaken at a grind size of -250 µm. Tests were operated with a 250 g/t dosage of F220 dispersant and total dosage of FA-2 collector of 780 g/t. Figure 10-17 – Composite samples – Effect of grind size Tests were undertaken to examine the effect of collector dosage of flotation performance. Figure 10-18 shows an example for composite 1. Tests were undertaken using 680 g/t, 780 g/t and 980 g/t of FA-2 collector. There was a slight improvement in performance at the highest collector dosage. North American Lithium DFS Technical Report Summary – Quebec, Canada 142 Figure 10-18 – Effect of collector (FA-2) dosage on flotation performance Tests were undertaken to examine the impact of host rock dilution on flotation performance. The amount of NAL volcanics (host rock) included in the feed sample was varied: low (4.5%), medium (9%), and high (11%). Figure 10-19 shows grade-recovery curves for the three batch flotation tests. The low dilution sample showed the best performance which was largely attributed to lower lithium losses during magnetic separation (5.8% lithium loss as compared to 8.5% and 8.6% for the medium and high dilution samples, respectively). Table 10-25 shows final spodumene concentrate assays for the tests. The low dilution sample showed the highest lithia grade and lowest iron content. Table 10-25 – Final spodumene concentrate assays Test Li2O Fe2O3 % F22 (Low Dilution) 5.58 1.26 F11 (Medium Dilution) 5.27 1.76 F23 (High Dilution) 5.30 1.43 North American Lithium DFS Technical Report Summary – Quebec, Canada 143 Figure 10-19 – Example of the impact of dilution on flotation performance 10.6.1.7 Variability Sample Testwork Results The variability samples were tested using the same flowsheet (mimicking the NAL flowsheet) as the composite samples. All variability tests were operated under the same conditions as shown in Table 10-26. Table 10-25 shows final concentrate assays for each test. For variability samples 1, 3, 4, and 5 grades ranged from 5.47% to 6.03% Li2O, and from 0.92% to 1.19% Fe2O3. Final lithium recovery for these samples ranged from 77.6% to 82.3%. Variability sample 2 performed poorly and only achieved 4.80% Li2O and 1.87% Fe2O3 with lithium recovery of 72.2%. Further testing is planned for variability sample 2 to investigate the impact of finer grind size and varying collector dosage. Table 10-26 – Variability test conditions Test P100 (µm) Dosage (g/t) Na2CO3 NaOH F220 FA-2 Variability 250 88 200 250 780 North American Lithium DFS Technical Report Summary – Quebec, Canada 144 Figure 10-20 – Example of the impact of dilution on flotation performance Table 10-27 – Final spodumene concentrate assays Variability Sample Li2O Fe2O3 % 1 (grano./volcanics) 5.47 1.19 2 (grano.) 4.80 1.87 3 (grano./volcanics) 5.60 0.98 4 (gabbro) 5.73 1.05 5 (gabbro) 6.03 0.92 10.6.1.8 Testwork Analysis Optimized testwork data was selected and analyzed to support the process mass balance. The majority of the tests selected to be used in the analysis were from the DFS testwork program (one test from the PFS testwork program was included). All tests analyzed were from testing on composite samples. Table 10-28 outlines the testwork conditions for the optimized tests. Two fatty acid collectors were tests: Sylfat FA-2 and Arrmaz Custofloat 7080. Custofloat 7080 is currently being employed at the NAL concentrator. All tests were operated with two stages of wet high-intensity magnetic separation at 13,000 gauss.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 145 Table 10-28 – Testwork conditions Test P100 (µm) Dosage (g/t) Na2CO3 NaOH F100 F220 FA-2 CF 7080 F7 (DFS) 250 250 NM 0 250 780 0 F8 (DFS) 250 200 NM 0 250 780 0 F18 (DFS) 250 200 88 0 250 0 780 F19 (DFS) 250 200 88 0 250 0 780 F21 (DFS) 250 200 88 0 250 780 0 F22 (DFS) 250 200 88 0 250 780 0 F23 (DFS) 250 188 88 0 250 780 0 F24 (DFS) 250 225 100 0 250 0 780 F9 (PFS) 300 225 75 250 0 1,080 0 NM = Not Measured Table 10-28 shows the grade-recovery data point for the selected tests. The red curve is the correlation through all the datapoints which was used to support the recovery assumptions in the process mass balance (see Chapter 14). Figure 10-21 – Testwork analysis: grade-recovery correlation North American Lithium DFS Technical Report Summary – Quebec, Canada 146 10.7 QUALIFIED PERSON’S OPINION The QP is of the opinion that the feasibility-level testwork performed and methodologies applied are relevant and of adequate nature for the treatment of both NAL and Authier ore at the NAL treatment plant. North American Lithium DFS Technical Report Summary – Quebec, Canada 147 11. MINERAL RESOURCE ESTIMATES This chapter describes the process and results of the mineral resource estimate for the NAL Property. Information contained in this chapter was previously published by Sayona in a NI 43-101 Technical Report titled “Definitive Feasibility Study Report for the North American Lithium Project, dated April 14, 2023. 11.1 METHODOLOGY The MRE occupies an area spanning 1,600m along strike, 900m in width and 900m depth (Figure 11-1). Figure 11-1: MRE mineralized zone locations The 3D geological wireframes, mineralised intercepts, composites, block modelling, interpolation, classification, and reporting were all constructed using Seequent Leapfrog Geo™ and Leapfrog Edge™ version 2022.1. Statistical studies were undertaken using Excel and Snowden Supervisor version 8.14 North American Lithium DFS Technical Report Summary – Quebec, Canada 148 (Supervisor). Deswik version 2022.2 was used for the pit shell optimization and potentially mineable stopes used to constrain the mineral resources. The methodology for completing the MRE included the following steps:  Compilation and validation of the diamond drill hole data to build a Project database.  3D interpretation and modelling.  Drillholes intercept and capture of samples within domains.  Basic statistics and composite generation for each pegmatite zone.  Capping analysis.  Geostatistical analysis including variography.  Block modelling and grade interpolation using dynamic anisotropy.  Density coding in the block model.  Iron content coding in the block model.  Block model validation.  Removal of mined volumes.  Mineral resource classification.  Determining reasonable prospects for eventual economic extraction.  Preparation of a mineral resource statement. 11.2 PROJECT DATABASE The Project database comprises 600 surface-collared and 652 underground-collared diamond drillholes (DDH) with a cumulative length of 119,328m (Figure 11-2). A subset of 247 drill holes was used for the MRE. Table 11-1 shows available drilling data, and the drilling data subsequently employed in the MRE. The last drillhole included in the Project database is hole NAL-19-038.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 149 . Figure 11-2 – 3D view looking north showing pegmatite dykes and drillhole locations Table 11-1: Drilling data used in the geological model and current MRE Available Data Data Used in the New Model Drilling Type Number of Holes Program Grade Interpolation Underground 652 Historical → 0 Surface 21 Historical Jourdan 0 81 Historical (LV) → 0 119 Historical (SB-LB-E-CL-S) → 0 53 Environment and GT → 11 39 2,009 → 38 51 2,010 → 51 63 2,011 → 63 50 2,016 → 46 22 Geotech 2017 → 0 59 Pit limits 2018 → 0 42 2,019 → 38 Total 1,232 → 247 North American Lithium DFS Technical Report Summary – Quebec, Canada 150 11.3 GEOLOGICAL INTERPRETATION AND DOMAINING A three-dimensional interpretation of pegmatite dykes was developed using lithology information contained in the Project database (Figure 11-3). A total of 49 pegmatite wireframes (domains) were created. Other lithology wireframes were developed for granodiorite, volcanic rocks and gabbro (Figure 11-4). Historical mining voids from past production work are included in the model (Figure 11-5). The location, dimensions and content of the historical void shapes are not sufficiently precise, therefore their location and volume were adapted and slightly modified to fit the pegmatite domains. . Figure 11-3 – 3D Interpretation of pegmatite domains North American Lithium DFS Technical Report Summary – Quebec, Canada 151 Figure 11-4 – Lithology model for volcanics, granodiorite and gabbro . Figure 11-5 – Historical mining voids adjusted to fit pegmatite domains, shown with semi-transparent pegmatite domains North American Lithium DFS Technical Report Summary – Quebec, Canada 152 11.4 EXPLORATORY DATA ANALYSIS 11.4.1 Raw Assays All raw assay data intersecting mineralised pegmatite domains were assigned individual mineralisation codes using Leapfrog Geo™. A total of 8,093 records of Li2O assays with an average sample length of 0.88m were used in the MRE. Grade varies from 0.001% to 3.81% Li2O with a global average of 0.93% Li2O. Table 11-2 summarizes the basic statistics for the raw assays for each of the 49 mineralised zones. Table 11-2: Raw data statistics – Li2O Zone Field # of Samples Minimum Maximum Mean Variance COV A Length (m) 611 0.01 1.50 0.90 0.10 0.35 Li2O (%) 611 0.00 3.06 1.24 0.40 0.61 A1 Length (m) 181 0.01 1.50 0.84 0.12 0.41 Li2O (%) 181 0.00 2.76 0.93 0.45 0.80 A2 Length (m) 68 0.01 3.12 0.69 0.25 0.72 Li2O (%) 68 0.00 2.01 0.79 0.44 0.99 A3 Length (m) 24 0.02 1.15 0.84 0.07 0.33 Li2O (%) 24 0.00 2.37 1.30 0.29 0.53 B Length (m) 1,060 0.01 4.30 0.99 0.10 0.33 Li2O (%) 1,060 0.00 3.60 1.25 0.44 0.58 B1 Length (m) 482 0.01 1.50 1.01 0.12 0.34 Li2O (%) 482 0.00 3.21 1.08 0.53 0.73 B2 Length (m) 68 0.01 1.50 0.82 0.13 0.44 Li2O (%) 68 0.00 2.69 0.81 0.46 0.97 B3 Length (m) 26 0.01 1.45 0.70 0.20 0.63 Li2O (%) 26 0.00 1.87 0.91 0.39 1.05 BN Length (m) 69 0.03 1.10 0.75 0.06 0.32 Li2O (%) 69 0.00 2.82 0.75 0.45 0.87 C Length (m) 348 0.01 1.70 1.08 0.11 0.31 Li2O (%) 348 0.00 2.95 1.45 0.36 0.48 CT_D Length (m) 58 0.14 1.40 0.74 0.06 0.33 Li2O (%) 58 0.00 2.34 1.07 0.49 0.72 CT_D2 Length (m) 112 0.01 1.15 0.75 0.09 0.40 Li2O (%) 112 0.00 2.37 0.72 0.41 0.98 CT_D3 Length (m) 44 0.01 1.05 0.73 0.06 0.34 Li2O (%) 44 0.00 2.43 0.90 0.52 0.89 CT_D33 Length (m) 27 0.01 4.12 1.10 1.15 0.98 Li2O (%) 27 0.00 2.37 0.69 0.69 1.01 CT_DD Length (m) 56 0.15 1.05 0.77 0.06 0.31 Li2O (%) 56 0.00 2.19 0.84 0.40 0.73 CT_EE Length (m) 199 0.01 1.40 0.82 0.06 0.31 Li2O (%) 199 0.00 3.81 1.07 0.50 0.72 CT_EEE Length (m) 17 0.02 4.98 1.04 1.17 1.04 Li2O (%) 17 0.00 2.22 0.51 0.46 1.22 CT_K Length (m) 117 0.05 4.70 0.79 0.20 0.56 Li2O (%) 117 0.00 2.80 0.83 0.55 0.85 CT_NAUD Length (m) 86 0.30 1.25 0.83 0.05 0.26 Li2O (%) 86 0.03 3.55 1.43 0.43 0.49 CT_S Length (m) 114 0.01 1.56 0.67 0.13 0.55


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 153 Zone Field # of Samples Minimum Maximum Mean Variance COV Li2O (%) 114 0.00 2.37 1.00 0.56 0.99 CT_S-K Length (m) 712 0.01 4.50 0.83 0.09 0.37 Li2O (%) 712 0.00 3.60 1.20 0.47 0.65 CT_T Length (m) 123 0.01 4.80 0.76 0.25 0.65 Li2O (%) 123 0.00 2.40 0.82 0.39 0.87 CT_U Length (m) 262 0.01 1.20 0.72 0.11 0.46 Li2O (%) 262 0.00 3.38 0.99 0.48 0.85 CT_V Length (m) 255 0.01 7.37 0.87 0.30 0.62 Li2O (%) 255 0.00 2.72 0.98 0.48 0.80 CT_V2 Length (m) 149 0.01 1.50 0.91 0.11 0.37 Li2O (%) 149 0.00 2.76 1.24 0.43 0.63 D Length (m) 36 0.50 1.20 0.89 0.04 0.22 Li2O (%) 36 0.00 1.83 0.25 0.23 1.70 D1 Length (m) 53 0.30 1.10 0.74 0.04 0.27 Li2O (%) 53 0.01 1.57 0.36 0.20 1.29 K Length (m) 55 0.01 1.50 0.93 0.14 0.41 Li2O (%) 55 0.00 3.05 1.02 0.54 0.85 M Length (m) 68 0.01 1.55 0.79 0.14 0.47 Li2O (%) 68 0.00 1.53 0.42 0.25 1.34 N Length (m) 365 0.01 16.30 0.87 0.73 0.98 Li2O (%) 365 0.00 2.45 0.65 0.40 0.96 N1 Length (m) 24 0.01 1.10 0.81 0.07 0.33 Li2O (%) 24 0.00 1.21 0.22 0.12 1.65 N2 Length (m) 27 0.01 1.50 0.97 0.19 0.45 Li2O (%) 27 0.00 2.48 0.72 0.37 0.96 NAUD2 Length (m) 10 0.50 1.00 0.77 0.04 0.25 Li2O (%) 10 0.03 2.39 1.17 0.52 0.67 NAUD3_test Length (m) 125 0.01 1.30 0.72 0.10 0.44 Li2O (%) 125 0.00 2.22 0.81 0.37 0.90 NAUD4 Length (m) 45 0.01 1.05 0.66 0.07 0.39 Li2O (%) 45 0.00 2.05 0.79 0.49 1.02 O Length (m) 86 0.02 1.75 0.80 0.07 0.34 Li2O (%) 86 0.00 2.28 0.67 0.41 1.00 P Length (m) 243 0.01 1.50 0.90 0.10 0.36 Li2O (%) 243 0.00 2.80 0.91 0.49 0.84 P1 Length (m) 95 0.01 1.50 0.86 0.16 0.47 Li2O (%) 95 0.00 2.04 0.50 0.34 1.25 Q Length (m) 742 0.01 1.80 1.02 0.15 0.37 Li2O (%) 742 0.00 3.56 1.18 0.48 0.67 Q1 Length (m) 33 0.02 1.45 1.06 0.18 0.40 Li2O (%) 33 0.00 2.53 1.44 0.33 0.49 Q2 Length (m) 35 0.01 1.50 0.98 0.08 0.29 Li2O (%) 35 0.00 2.24 0.82 0.40 0.81 Q3 Length (m) 60 0.01 1.50 1.01 0.21 0.45 Li2O (%) 60 0.00 2.41 1.16 0.48 0.74 Q4 Length (m) 19 0.15 1.90 1.14 0.12 0.31 Li2O (%) 19 0.00 2.15 1.18 0.54 0.67 R Length (m) 248 0.01 1.50 1.17 0.10 0.27 Li2O (%) 248 0.00 3.02 1.23 0.44 0.58 R2 Length (m) 16 0.70 1.40 1.09 0.04 0.18 Li2O (%) 16 0.74 2.44 1.62 0.30 0.32 Z Length (m) 200 0.01 1.65 1.01 0.15 0.39 Li2O (%) 200 0.00 2.71 1.01 0.54 0.81 Z1 Length (m) 147 0.03 7.80 1.09 0.47 0.63 Li2O (%) 147 0.00 2.70 1.07 0.50 0.73 Z2 Length (m) 56 0.03 1.50 1.00 0.15 0.39 Li2O (%) 56 0.00 2.41 0.88 0.38 0.82 Z3 Length (m) 37 0.10 1.50 0.83 0.13 0.44 Li2O (%) 37 0.00 2.37 0.48 0.38 1.41 North American Lithium DFS Technical Report Summary – Quebec, Canada 154 11.4.2 Compositing Compositing of drillhole samples was conducted to homogenize the Project database to remove any bias associated with sample length. The compositing length was determined after consideration of original sample length statistics and other factors. A total of 5,540 composites were generated in pegmatite domains with a length of 1.5m, ranging from 0.003m to 1.5m when necessary. Figure 11-6 shows the distribution of the length before and after compositing. Compositing was completed within each pegmatite domain and composite samples do not cross domain boundaries. Table 11-3 shows composite statistics within the pegmatite domains used for estimation. Figure 11-6 – Distribution of the length before (left) and after (right) compositing North American Lithium DFS Technical Report Summary – Quebec, Canada 155 Table 11-3: Composite data statistics used for estimation – Li2O Zone Field # of Samples Minimum Maximum Mean Variance COV A Length (m) 394 0.02 1.50 1.39 0.10 0.23 Li2O (%) 394 0.00 2.65 1.19 0.33 0.48 A1 Length (m) 125 0.03 1.50 1.23 0.21 0.38 Li2O (%) 125 0.00 2.73 0.88 0.34 0.67 A2 Length (m) 44 0.05 1.50 1.09 0.27 0.48 Li2O (%) 44 0.00 1.85 0.69 0.37 0.88 A3 Length (m) 15 0.52 1.50 1.34 0.09 0.22 Li2O (%) 15 0.39 2.00 1.27 0.21 0.36 B Length (m) 754 0.02 1.50 1.39 0.10 0.23 Li2O (%) 754 0.00 3.54 1.21 0.37 0.50 B1 Length (m) 354 0.04 1.50 1.37 0.11 0.24 Li2O (%) 354 0.00 3.01 1.05 0.45 0.64 B2 Length (m) 44 0.30 1.50 1.26 0.13 0.29 Li2O (%) 44 0.00 2.12 0.72 0.37 0.84 B3 Length (m) 16 0.25 1.50 1.15 0.23 0.41 Li2O (%) 16 0.01 1.87 0.93 0.33 0.62 BN Length (m) 42 0.20 1.50 1.23 0.20 0.36 Li2O (%) 42 0.01 1.89 0.72 0.33 0.80 C Length (m) 267 0.05 1.50 1.40 0.09 0.21 Li2O (%) 267 0.02 2.68 1.41 0.31 0.39 CT_D Length (m) 34 0.01 1.50 1.26 0.19 0.35 Li2O (%) 34 0.00 1.98 1.02 0.36 0.59 CT_D2 Length (m) 65 0.15 1.50 1.29 0.13 0.28 Li2O (%) 65 0.02 2.10 0.71 0.32 0.80 CT_D3 Length (m) 27 0.05 1.50 1.19 0.22 0.40 Li2O (%) 27 0.01 2.41 0.92 0.39 0.68 CT_D33 Length (m) 33 0.15 1.50 1.31 0.14 0.29 Li2O (%) 33 0.01 1.79 0.81 0.35 0.73 CT_DD Length (m) 122 0.10 1.50 1.34 0.14 0.28 Li2O (%) 122 0.01 3.13 1.04 0.39 0.61 CT_EE Length (m) 14 0.15 1.50 1.08 0.24 0.45 Li2O (%) 14 0.00 1.63 0.62 0.38 1.00 CT_EEE Length (m) 76 0.10 1.50 1.18 0.20 0.38 Li2O (%) 76 0.00 1.92 0.79 0.39 0.80 CT_K Length (m) 52 0.40 1.50 1.38 0.10 0.23 Li2O (%) 52 0.14 2.66 1.38 0.26 0.37 CT_NAUD Length (m) 68 0.02 1.50 1.12 0.22 0.42 Li2O (%) 68 0.00 2.23 0.91 0.48 0.76 CT_S Length (m) 434 0.08 1.50 1.36 0.11 0.25 Li2O (%) 434 0.00 2.48 1.17 0.38 0.53 CT_S-K Length (m) 76 0.07 1.50 1.23 0.18 0.34 Li2O (%) 76 0.00 1.96 0.80 0.29 0.67 CT_T Length (m) 152 0.03 1.50 1.28 0.17 0.33 Li2O (%) 152 0.00 3.38 0.97 0.38 0.64 CT_U Length (m) 171 0.03 1.50 1.28 0.17 0.32 Li2O (%) 171 0.00 2.26 0.93 0.38 0.66 CT_V Length (m) 104 0.03 1.50 1.30 0.17 0.32 Li2O (%) 104 0.02 2.61 1.16 0.36 0.51 CT_V2 Length (m) 14 0.06 1.50 1.27 0.22 0.37 Li2O (%) 14 0.01 2.06 1.09 0.49 0.64 D Length (m) 25 0.25 1.50 1.27 0.12 0.27 Li2O (%) 25 0.00 1.83 0.31 0.28 1.74 D1 Length (m) 32 0.05 1.50 1.23 0.18 0.34 Li2O (%) 32 0.01 1.29 0.32 0.13 1.12 K Length (m) 40 0.10 1.50 1.28 0.18 0.33 Li2O (%) 40 0.01 2.39 0.95 0.41 0.67 M Length (m) 48 0.05 1.50 1.11 0.26 0.46 Li2O (%) 48 0.00 1.53 0.40 0.21 1.15 North American Lithium DFS Technical Report Summary – Quebec, Canada 156 Zone Field # of Samples Minimum Maximum Mean Variance COV N Length (m) 236 0.05 1.50 1.32 0.14 0.29 Li2O (%) 236 0.00 2.21 0.64 0.32 0.88 N1 Length (m) 17 0.04 1.50 1.15 0.30 0.48 Li2O (%) 17 0.00 0.90 0.19 0.06 1.29 N2 Length (m) 21 0.30 1.50 1.25 0.18 0.34 Li2O (%) 21 0.07 1.76 0.73 0.30 0.76 NAUD2 Length (m) 7 0.55 1.50 1.10 0.17 0.37 Li2O (%) 7 0.27 2.11 1.09 0.34 0.54 NAUD3_test Length (m) 76 0.01 1.50 1.21 0.23 0.40 Li2O (%) 76 0.00 2.12 0.79 0.30 0.70 NAUD4 Length (m) 27 0.30 1.50 1.11 0.18 0.38 Li2O (%) 27 0.01 1.75 0.72 0.40 0.87 O Length (m) 59 0.05 1.50 1.16 0.21 0.39 Li2O (%) 59 0.01 2.05 0.63 0.30 0.87 P Length (m) 170 0.00 1.50 1.29 0.15 0.30 Li2O (%) 169 0.00 2.73 0.86 0.40 0.74 P1 Length (m) 69 0.10 1.50 1.18 0.22 0.40 Li2O (%) 69 0.00 1.88 0.46 0.29 1.17 Q Length (m) 535 0.10 1.50 1.42 0.07 0.18 Li2O (%) 535 0.00 2.62 1.15 0.40 0.55 Q1 Length (m) 28 0.25 1.50 1.25 0.16 0.32 Li2O (%) 28 0.00 2.53 1.43 0.34 0.41 Q2 Length (m) 29 0.10 1.50 1.18 0.26 0.43 Li2O (%) 29 0.01 2.04 0.78 0.33 0.74 Q3 Length (m) 48 0.10 1.50 1.26 0.20 0.36 Li2O (%) 48 0.00 2.27 1.09 0.44 0.61 Q4 Length (m) 17 0.20 1.50 1.27 0.15 0.31 Li2O (%) 17 0.00 2.06 1.25 0.50 0.57 R Length (m) 212 0.20 1.50 1.37 0.10 0.23 Li2O (%) 212 0.00 2.58 1.19 0.37 0.51 R2 Length (m) 14 0.15 1.50 1.25 0.23 0.38 Li2O (%) 14 0.74 2.32 1.55 0.19 0.28 Z Length (m) 151 0.05 1.50 1.34 0.13 0.27 Li2O (%) 151 0.01 2.67 0.97 0.46 0.70 Z1 Length (m) 113 0.35 1.50 1.36 0.10 0.23 Li2O (%) 113 0.00 2.63 1.07 0.39 0.58 Z2 Length (m) 44 0.10 1.50 1.27 0.15 0.30 Li2O (%) 44 0.00 2.28 0.88 0.30 0.63 Z3 Length (m) 24 0.10 1.50 1.28 0.20 0.35 Li2O (%) 24 0.00 2.12 0.43 0.31 1.29 11.4.3 Grade Capping An outlier is an observation that appears to be inconsistent with most of the data in the same statistical population. It is common practice to statistically examine higher grades within a population and to trim outliers to a lower-grade value, commonly referred to as capping. Capping analysis was performed by searching for abnormal breaks or changes of slope on the grade distribution probability plot, whilst ensuring that: (A) the coefficient of variation (COV) of the capped data was lower than 2.00; and (B) no more than 10% of total contained metal was enclosed within the first 1% of highest-grade samples. This analysis was performed on the six main dykes (A, B, B1, CT_S-K, Q and Z).


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 157 The study determined that capping is warranted on the entire set of composites at 2.3 Li2O (%) (Figure 11-7). . Figure 11-7 – Capping analysis for Dyke A; capping at 2.3% Li2O 11.5 DENSITY ESTIMATION According to previous NAL reports, density measurements were collected from core during past drilling programs. However, the raw data for these measurements were not available to use for the MRE. During Sayona’s 2022 sampling program, specific gravity measurements were completed for 600 representative core intervals from 97 drillholes throughout the deposit. Table 11-4 lists the median values used for each lithology. North American Lithium DFS Technical Report Summary – Quebec, Canada 158 Table 11-4: Specific gravity values employed for the MRE Rock Type Count Min (g/cm3) Max (g/cm3) Median (g/cm3) Gabbro 35 2.85 3.20 3.11 Granodiorite 30 2.63 3.16 2.77 Pegmatite 482 2.56 2.93 2.70 Volcanic 53 2.83 3.19 3.01 11.6 GEOSTATISTICS AND GRADE ESTIMATION 11.6.1 Variography A semi-variogram is used to measure the spatial variability within specific mineralised zones. Samples collected far apart will typically vary more than samples collected close to each other. A variogram gives a measure of how much two samples taken from the same mineralised zone will vary in grade depending on the distance and spatial orientation between those samples. Variography studies were completed for all 49 pegmatite domains in both Leapfrog Edge™ (Figure 11-8) and Supervisor (Figure 11-9). Well-structured variogram models were obtained for 20 pegmatite domains. These were estimated using ordinary kriging (OK) with Leapfrog Edge™. The remaining 29 pegmatite domains did not yield well-structured variograms and were therefore estimated using the Inverse Distance Square (ID2) method, also with Leapfrog Edge™. North American Lithium DFS Technical Report Summary – Quebec, Canada 159 Figure 11-8 – Variography study in edge (example from one zone) North American Lithium DFS Technical Report Summary – Quebec, Canada 160 . Figure 11-9 – Variography study in Supervisor (example from one zone) Three oriented search ellipsoids were used to select data and interpolate Li2O grades in successively less restrictive passes. Ellipse sizes and anisotropies were based on variography, drillhole spacing, and pegmatite domain geometry. The ellipsoids are 40m x 30m x 14 m, 80m x 60m x 28 m, and 160m x 120m x 60m. A minimum of three and a maximum of 10 composites were selected during interpolation. A minimum of two holes were required to interpolate during the first two passes (Table 11-5). Spatial anisotropy of the pegmatite domains is respected during estimation using the Leapfrog Edge™ Variable Orientation tool. The Variable Orientation tool uses the central reference plane from each individual pegmatite dyke to select the locally appropriate anisotropy orientation and to orient the search ellipse for selection of composites and determination of kriging weights. Table 11-6 shows variogram parameters used for each dyke.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 161 Table 11-5: Search ellipsoids Pass Ellipse (m) Composites Max per Hole 1 40 x 30 x 14 44,995 2 2 80 x 60 x 28 44,995 2 3 160 x 120 x 60 44,995 None Table 11-6: Variogram parameters used for each pegmatite dyke Dyke Direction Nugget Structure 1 Structure 2 Dip Dip Azimuth Pitch Sill Major Semi- Major Minor Sill Major Semi- Major Minor A 72 229 18 0.12 0.46 89 50 14 0.42 172 133 19 A1 59 221 173 0.15 0.52 33 34 4 0.33 110 88 15 B 50 227 72 0.10 0.66 75 75 12 0.24 162 145 20 B1 52 218 164 0.10 0.20 108 120 25 0.70 184 144 28 C 45 236 62 0.11 0.45 29 32 10 0.44 120 118 11 CT_EE 74 209 16 0.09 0.21 90 14 10 0.70 145 80 11 CT_NAUD 66 221 142 0.19 0.39 58 40 8 0.42 112 92 10 CT_S-K 58 201 117 0.08 0.48 59 91 11 0.44 175 123 12 CT_U 64 202 175 0.08 0.31 20 28 7 0.61 114 55 7 CT_V 59 236 68 0.06 0.60 22 44 11 0.34 57 55 12 D1 69 214 60 0.12 0.50 13 105 11 0.38 105 105 11 K 61 222 72 0.14 0.52 15 5 6 0.34 72 55 6 M 66 225 84 0.10 0.27 120 90 4 0.63 160 150 11 N 67 214 118 0.08 0.47 63 19 6 0.45 126 103 12 O 60 217 28 0.08 0.32 65 50 2 0.60 103 82 7 P 55 223 40 0.08 0.37 103 100 5 0.55 155 142 9 P1 56 222 17 0.12 0.47 43 30 6 0.41 81 50 11 Q 56 217 48 0.12 0.44 57 62 26 0.44 110 77 30 R 54 216 128 0.10 0.56 76 80 6 0.34 145 132 14 Z 50 219 109 0.07 0.59 73 28 14 0.34 76 74 20 11.6.2 Block Model Block models were generated in Leapfrog Edge™ for each of the wireframed pegmatite domains. Parent cells of 5m x 5m x 5m were sub-blocked four times in each direction (minimum sub-block of 1.25m in each direction). Sub-blocks are triggered by the geological model and mining voids, for precise depletion. Block models include proportional sub-blocks to cover spaces inside the solid boundaries and to honour wireframe volumes. The size of sub-blocking was chosen to best match the thickness of the pegmatite domains and the complexity of the geological model. Block model parameters are shown in Table 11-7. North American Lithium DFS Technical Report Summary – Quebec, Canada 162 Table 11-7: Block model parameters used in Leapfrog Edge™ Properties X (column) Y (row) Z (level) Origin of coordinates 293,200 5,363,800 600 Number of blocks 325 650 150 Block size (m) 5 5 5 Minimum sub-block size(m) 1 1 3 Rotation -50 11.6.3 Grade Interpolation Block models were estimated using Ordinary Kriging (OK) and Variable Orientation search algorithms fully implemented in Leapfrog Edge™. Variable Orientation allows the orientation of the ellipsoid and variograms to be used for each block individually based on local characteristics. Remaining domains were estimated using Inverse Distance Squared (ID2), also using the Variable Orientation search tool. ID2 and Nearest-Neighbour (NN) models were produced for validation purposes. Kriging neighbourhood analysis (KNA) was performed to assist with the selection of the estimation parameters. KNA provides a quantitative method of testing different estimation parameters, such as block size, number of samples, optimum search radius, and discretization by assessing their impact on the quality of the resultant estimates in terms of kriging efficiency and slope of regression. This study is dependent on several factors, including the inherent deposit variability, grade continuity, anisotropy, and the data spacing. The variogram mathematically represents these factors and is critical for a KNA. Table 11-8 summarizes the suggested parameters of the KNA analysis. Table 11-8: Summary of the suggested parameters from the KNA analysis Properties Global Optimum Block sizes (m) 5x5x5 Sample ranges 45,061 Search ranges (m) 180, 60, 60 Discretization 3, 3, 3 The interpolation was performed with three search passes. For instance, the first pass is interpolated using one-time variogram ranges(1x) while two times(2x) is for pass 2 and three times(3x) for pass 3. A minimum and a maximum number of composites were required in each pass, as well as a maximum number of composites by drillhole to satisfy the estimation criteria, as shown in Table 11-9. Hard boundaries were implemented between each pegmatite domain to ensure that grades from adjacent domains were not included during interpolation. Each block was tagged with the pass number corresponding to its estimation. Interpolation was carried out sequentially, domain by domain, and was limited to composites that were uniquely coded for each domain. North American Lithium DFS Technical Report Summary – Quebec, Canada 163 Table 11-9: Summary of parameters used for Li2O grade interpolation Dyke Interpolation Method Pass Ellipsoid Ranges (m) Number of Samples Drillhole Limit Max Inter-mediate Min Max Min Max Samples/Hole A OK P1 40 30 14 3 10 3 A OK P2 80 60 28 3 10 3 A OK P3 160 120 60 3 10 - A1 ID2 P1 40 30 14 3 10 3 A1 ID2 P2 80 60 28 3 10 3 A1 ID2 P3 160 120 60 3 10 - A1 OK P1 40 30 14 3 10 3 A1 OK P2 80 60 28 3 10 3 A1 OK P3 160 120 60 3 10 - A2 ID2 P1 40 30 14 3 10 2 A2 ID2 P2 80 60 28 3 10 2 A2 ID2 P3 160 120 60 3 10 - A2 OK P1 40 30 14 3 10 2 A2 OK P2 80 60 28 3 10 2 A2 OK P3 160 120 60 3 10 - A3 ID2 P1 40 30 14 3 10 3 A3 ID2 P2 80 60 28 3 10 2 A3 ID2 P3 160 120 60 3 10 - A3 OK P1 40 30 14 3 10 2 A3 OK P2 80 60 28 3 10 2 A3 OK P3 160 120 60 3 10 - B ID2 P1 40 30 14 3 10 3 B ID2 P2 80 60 28 3 10 3 B ID2 P3 160 120 60 3 10 - B OK P1 40 30 14 3 10 3 B OK P2 80 60 28 3 10 3 B OK P3 160 120 60 3 10 - B1 ID2 P1 40 30 14 3 10 3 B1 ID2 P2 80 60 28 3 10 3 B1 ID2 P3 160 120 60 3 10 - B1 OK P1 40 30 14 3 10 3 B1 OK P2 80 60 28 3 10 3 B1 OK P3 160 120 60 3 10 - B2 ID2 P1 40 30 14 3 10 3 B2 ID2 P2 80 60 28 3 10 2 B2 ID2 P3 160 120 60 3 10 - B2 OK P1 40 30 14 3 10 2 B2 OK P2 80 60 28 3 10 2 B2 OK P3 160 120 60 3 10 - B3 ID2 P1 40 30 14 3 10 3 B3 ID2 P2 80 60 28 3 10 2 B3 ID2 P3 160 120 60 3 10 - B3 OK P1 40 30 14 3 10 2 B3 OK P2 80 60 28 3 10 2 B3 OK P3 160 120 60 3 10 - C ID2 P1 40 30 14 3 10 3 C ID2 P2 80 60 28 3 10 3 C ID2 P3 160 120 60 3 10 - C OK P1 40 30 14 3 10 3 C OK P2 80 60 28 3 10 3 C OK P3 160 120 60 3 10 - CT_D ID2 P1 40 30 14 3 10 3 CT_D ID2 P2 80 60 28 3 10 2 CT_D ID2 P3 160 120 60 3 10 - CT_D OK P1 40 30 14 3 10 2 North American Lithium DFS Technical Report Summary – Quebec, Canada 164 Dyke Interpolation Method Pass Ellipsoid Ranges (m) Number of Samples Drillhole Limit Max Inter-mediate Min Max Min Max Samples/Hole CT_D OK P2 80 60 28 3 10 2 CT_D OK P3 160 120 60 3 10 - CT_D2 ID2 P1 40 30 14 3 10 3 CT_D2 ID2 P2 80 60 28 3 10 2 CT_D2 ID2 P3 160 120 60 3 10 - CT_D2 OK P1 40 30 14 3 10 2 CT_D2 OK P2 80 60 28 3 10 2 CT_D2 OK P3 160 120 60 3 10 - CT_D3 ID2 P1 40 30 14 3 10 3 CT_D3 ID2 P2 80 60 28 3 10 2 CT_D3 ID2 P3 160 120 60 3 10 - CT_D3 OK P1 40 30 14 3 10 2 CT_D3 OK P2 80 60 28 3 10 2 CT_D3 OK P3 160 120 60 3 10 - CT_DD ID2 P1 40 30 14 3 10 2 CT_DD ID2 P2 80 60 28 3 10 2 CT_DD ID2 P3 160 120 60 3 10 - CT_DD OK P1 40 30 14 3 10 2 CT_DD OK P2 80 60 28 3 10 2 CT_DD OK P3 160 120 60 3 10 - CT_EE ID2 P1 40 30 14 3 10 3 CT_EE ID2 P2 80 60 28 3 10 3 CT_EE ID2 P3 160 120 60 3 10 - CT_EE OK P1 40 30 14 3 10 3 CT_EE OK P2 80 60 28 3 10 3 CT_EE OK P3 160 120 60 3 10 - CT_K ID2 P1 40 30 14 3 10 2 CT_K ID2 P2 80 60 28 3 10 2 CT_K ID2 P3 160 120 60 3 10 - CT_K OK P1 40 30 14 3 10 2 CT_K OK P2 80 60 28 3 10 2 CT_K OK P3 160 120 60 3 10 - CT_NAUD ID2 P1 40 30 14 3 10 3 CT_NAUD ID2 P2 80 60 28 3 10 3 CT_NAUD ID2 P3 160 120 60 3 10 - CT_NAUD OK P1 40 30 14 3 10 3 CT_NAUD OK P2 80 60 28 3 10 3 CT_NAUD OK P3 160 120 60 3 10 - CT_S ID2 P1 40 30 14 3 10 2 CT_S ID2 P2 80 60 28 3 10 2 CT_S ID2 P3 160 120 60 3 10 - CT_S OK P1 40 30 14 3 10 2 CT_S OK P2 80 60 28 3 10 2 CT_S OK P3 160 120 60 3 10 - CT_S-K OK P1 40 30 14 3 10 3 CT_S-K OK P2 80 60 28 3 10 3 CT_S-K OK P3 160 120 60 3 10 - CT_T ID2 P1 40 30 14 3 10 2 CT_T ID2 P2 80 60 28 3 10 2 CT_T ID2 P3 160 120 60 3 10 - CT_T OK P1 40 30 14 3 10 2 CT_T OK P2 80 60 28 3 10 2 CT_T OK P3 160 120 60 3 12 - CT_U OK P1 40 30 14 3 10 3 CT_U OK P2 80 60 28 3 10 3 CT_U OK P3 160 120 60 3 10 - CT_V ID2 P1 40 30 14 3 10 3


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 165 Dyke Interpolation Method Pass Ellipsoid Ranges (m) Number of Samples Drillhole Limit Max Inter-mediate Min Max Min Max Samples/Hole CT_V ID2 P2 80 60 28 3 10 3 CT_V ID2 P3 160 120 60 3 10 - CT_V OK P1 40 30 14 3 10 3 CT_V OK P2 80 60 28 3 10 3 CT_V OK P3 160 120 60 3 10 - CT_V2 ID2 P1 40 30 14 3 10 2 CT_V2 ID2 P2 80 60 28 3 10 2 CT_V2 ID2 P3 160 120 60 3 10 - CT_V2 OK P1 40 30 14 3 10 2 CT_V2 OK P2 80 60 28 3 10 2 CT_V2 OK P3 160 120 60 3 10 - D ID2 P1 40 30 14 3 10 2 D ID2 P2 80 60 28 3 10 2 D ID2 P3 160 120 60 3 10 - D OK P1 40 30 14 3 10 2 D OK P2 80 60 28 3 10 2 D OK P3 160 120 60 3 10 - K OK P1 40 30 14 3 10 3 K OK P2 80 60 28 3 10 3 K OK P3 160 120 60 3 10 - M ID2 P1 40 30 14 3 10 3 M ID2 P2 80 60 28 3 10 3 M ID2 P3 160 120 60 3 10 - M OK P1 40 30 14 3 10 3 M OK P2 80 60 28 3 10 3 M OK P3 160 120 60 3 10 - N ID2 P1 40 30 14 3 10 3 N ID2 P2 80 60 28 3 10 3 N ID2 P3 160 120 60 3 10 - N OK P1 40 30 14 3 10 3 N OK P2 80 60 28 3 10 3 N OK P3 160 120 60 3 10 - N1 ID2 P1 40 30 14 3 10 2 N1 ID2 P2 80 60 28 3 10 2 N1 ID2 P3 160 120 60 3 10 - N1 OK P1 40 30 14 3 10 2 N1 OK P2 80 60 28 3 10 2 N1 OK P3 160 120 60 3 10 - N2 ID2 P1 40 30 14 3 10 2 N2 ID2 P2 80 60 28 3 10 2 N2 ID2 P3 160 120 60 3 10 - N2 OK P1 40 30 14 3 10 2 N2 OK P2 80 60 28 3 10 2 N2 OK P3 160 120 60 3 10 - NAUD2 ID2 P1 40 30 14 3 10 2 NAUD2 ID2 P2 80 60 28 3 10 2 NAUD2 ID2 P3 160 120 60 3 10 - NAUD2 OK P1 40 30 14 3 10 2 NAUD2 OK P2 80 60 28 3 10 2 NAUD2 OK P3 160 120 60 3 10 - NAUD3_test ID2 P1 40 30 14 3 10 2 NAUD3_test ID2 P2 80 60 28 3 10 2 NAUD3_test ID2 P3 160 120 60 3 10 - NAUD3_test OK P1 40 30 14 3 10 2 NAUD3_test OK P2 80 60 28 3 10 2 NAUD3_test OK P3 160 120 60 3 10 - NAUD4 ID2 P1 40 30 14 3 10 2 North American Lithium DFS Technical Report Summary – Quebec, Canada 166 Dyke Interpolation Method Pass Ellipsoid Ranges (m) Number of Samples Drillhole Limit Max Inter-mediate Min Max Min Max Samples/Hole NAUD4 ID2 P2 80 60 28 3 10 2 NAUD4 ID2 P3 160 120 60 3 10 - NAUD4 OK P1 40 30 14 3 10 2 NAUD4 OK P2 80 60 28 3 10 2 NAUD4 OK P3 160 120 60 3 10 - O ID2 P1 40 30 14 3 10 3 O ID2 P2 80 60 28 3 10 3 O ID2 P3 160 120 60 3 10 - O OK P1 40 30 14 3 10 3 O OK P2 80 60 28 3 10 3 O OK P3 160 120 60 3 10 - P ID2 P1 40 30 14 3 10 3 P ID2 P2 80 60 28 3 10 3 P ID2 P3 160 120 60 3 10 - P OK P1 40 30 14 3 10 3 P OK P2 80 60 28 3 10 3 P OK P3 160 120 60 3 10 - P1 ID2 P1 40 30 14 3 10 3 P1 ID2 P2 80 60 28 3 10 3 P1 ID2 P3 160 120 60 3 10 - P1 OK P1 40 30 14 3 10 3 P1 OK P2 80 60 28 3 10 3 P1 OK P3 160 120 60 3 10 - Q ID2 P1 40 30 14 3 10 3 Q ID2 P2 80 60 28 3 10 3 Q ID2 P3 160 120 60 3 10 - Q OK P1 40 30 14 3 10 3 Q OK P2 80 60 28 3 10 3 Q OK P3 160 120 60 3 10 - Q1 ID2 P1 40 30 14 3 10 2 Q1 ID2 P2 80 60 28 3 10 2 Q1 ID2 P3 160 120 60 3 10 - Q1 OK P1 40 30 14 3 10 2 Q1 OK P2 80 60 28 3 10 2 Q1 OK P3 160 120 60 3 10 - Q2 ID2 P1 40 30 14 3 10 2 Q2 ID2 P2 80 60 28 3 10 2 Q2 ID2 P3 160 120 60 3 10 - Q2 OK P1 40 30 14 3 10 2 Q2 OK P2 80 60 28 3 10 2 Q2 OK P3 160 120 60 3 10 - Q3 ID2 P1 40 30 14 3 10 2 Q3 ID2 P2 80 60 28 3 10 2 Q3 ID2 P3 160 120 60 3 10 - Q3 OK P1 40 30 14 3 10 2 Q3 OK P2 80 60 28 3 10 2 Q3 OK P3 160 120 60 3 10 - Q4 ID2 P1 40 30 14 3 10 2 Q4 ID2 P2 80 60 28 3 10 2 Q4 ID2 P3 160 120 60 3 10 - Q4 OK P1 40 30 14 3 10 2 Q4 OK P2 80 60 28 3 10 2 Q4 OK P3 160 120 60 3 10 - R ID2 P1 40 30 14 3 10 3 R ID2 P2 80 60 28 3 10 3 R ID2 P3 160 120 60 3 10 - R OK P1 40 30 14 3 10 3 North American Lithium DFS Technical Report Summary – Quebec, Canada 167 Dyke Interpolation Method Pass Ellipsoid Ranges (m) Number of Samples Drillhole Limit Max Inter-mediate Min Max Min Max Samples/Hole R OK P2 80 60 28 3 10 3 R OK P3 160 120 60 3 10 - R2 ID2 P1 40 30 14 3 10 2 R2 ID2 P2 80 60 28 3 10 2 R2 ID2 P3 160 120 60 3 10 - R2 OK P1 40 30 14 3 10 2 R2 OK P2 80 60 28 3 10 2 R2 OK P3 160 120 60 3 10 - Z ID2 P1 40 30 14 3 10 3 Z ID2 P2 80 60 28 3 10 3 Z ID2 P3 160 120 71 3 10 - Z OK P1 40 30 14 3 10 3 Z OK P2 80 60 28 3 10 3 Z OK P3 160 120 60 3 10 - Z1 ID2 P1 40 30 14 3 10 2 Z1 ID2 P2 80 60 28 3 10 2 Z1 ID2 P3 160 120 60 3 10 - Z1 OK P1 40 30 14 3 10 2 Z1 OK P2 80 60 28 3 10 2 Z1 OK P3 160 120 60 3 10 - Z2 ID2 P1 40 30 14 3 10 2 Z2 ID2 P2 80 60 28 3 10 2 Z2 ID2 P3 160 120 60 3 10 - Z2 OK P1 40 30 14 3 10 2 Z2 OK P2 80 60 28 3 10 2 Z2 OK P3 160 120 60 3 10 - Z3 ID2 P1 40 30 14 3 10 2 Z3 ID2 P2 80 60 28 3 10 2 Z3 ID2 P3 160 120 60 3 10 - Z3 OK P1 40 30 14 3 10 2 Z3 OK P2 80 60 28 3 10 2 Z3 OK P3 160 120 60 3 10 - 11.6.4 Block Model Validation Validation of the block model was performed using Swath Plots in each of the three block model axes, ID2 and Nearest-Neighbor (NN) grade estimations, global means comparisons, and visual inspection in 3D and along plan views and cross-sections. 11.6.4.1 Visual Inspection Block model grades were visually compared against drillhole composite grades in cross-section and 3D views. This visual validation process also included confirming that the proper parameters were selected for the various domains and checks for global and local bias. The visual comparison shows that the block model is reasonably consistent and correlates well with the primary data without excessive smoothing, as shown in Figure 11-10. North American Lithium DFS Technical Report Summary – Quebec, Canada 168 Figure 11-10 – Cross-section looking west 11.6.4.2 Swath Plots Swath plots were generated as part of the block model validation process. A swath plot is a graphical display of the grade distribution derived from a series of bands (or swaths) generated in several directions throughout the deposit. Using swath plots, grade variations from the Li2OO_OK model are compared to the distribution of grades interpolated with the Li2O_NN and Li2O_ID2 methods and the composites. This validation method also works as a visual means to identify possible interpolation bias. Figure 11-11 illustrates a swath plot through a single pegmatite domain. Generally, the grades estimated in the blocks are close to the average grades provided by the data source. No bias was found in the resource estimate.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 169 . Figure 11-11 – Swath plot for mineralized pegmatite dyke A - direction Y 11.6.4.3 Global Comparison Additional estimations were completed using the NN method to compare with the OK and ID2 block model estimation. Grade averages for the OK, NN and the ID2 models are tabulated in Table 11-10. This comparison did not identify significant issues. As expected, the average grades generated by the NN interpolation methods are close to those reported from the OK/ID2 interpolation. Block grade averages with OK and ID2 estimates are slightly lower than the composites in some dykes. It is expected in areas where high-grade composites are clustered, but block estimates receive information from lower grade composites farther away in the search ellipse. North American Lithium DFS Technical Report Summary – Quebec, Canada 170 Table 11-10: Comparison of global grades for estimation method by mineralized zones Zone Li2O_Composite Li2O_ID Li2O_OK Li2O_NN Final Grade Estimator Method (%) (%) (%) (%) A 1.19 1.22 1.17 1.12 OK A1 0.88 1.01 0.99 0.96 OK A2 0.69 0.73 - 0.80 ID2 A3 1.27 1.27 - 1.28 ID2 B 1.21 1.07 1.23 1.20 OK B1 1.05 1.01 1.00 1.00 OK B2 0.72 0.70 - 0.58 ID2 B3 0.93 0.95 - 0.87 ID2 BN 0.72 0.61 - 0.48 ID2 C 1.41 1.45 1.42 1.29 OK CT_D 1.02 0.87 - 0.83 ID2 Ct_D2 0.71 0.66 - 0.58 ID2 CT_D3 0.92 0.62 - 0.75 ID2 CT_D33 1.09 1.11 - 1.05 ID2 CT_DD 0.81 0.63 - 0.54 ID2 CT_EE 1.04 0.86 0.87 0.88 OK CT_EEE 0.62 0.83 - 0.85 ID2 CT_K 0.79 0.81 - 0.73 ID2 CT_T 1.38 1.34 1.26 1.10 OK CT_U 0.91 0.87 - 0.78 ID2 CT_V 1.17 1.20 1.18 1.10 OK CT_V2 0.80 0.66 - 0.55 ID2 D 0.97 1.00 0.98 0.91 OK D1 0.93 0.75 0.74 0.71 OK K 1.16 1.11 - 1.11 ID2 M 0.31 0.20 - - ID2 N 0.32 0.24 0.21 0.22 OK N1 0.95 1.15 0.92 1.00 OK N2 0.40 0.45 0.43 0.42 OK N2 0.64 0.51 0.53 0.47 OK NAUD2 0.19 0.14 - 0.16 ID2 NAUD3_test 0.73 0.81 - 0.84 ID2 NAUD4 1.09 1.01 - 0.95 ID2 O 0.79 0.70 - 0.73 ID2 P 0.72 0.68 - 0.76 ID2 P1 0.63 0.61 0.62 0.57 OK Q 0.86 0.81 0.79 0.83 OK Q1 0.46 0.42 0.38 0.38 OK Q2 1.15 1.08 1.07 1.08 OK Q3 1.43 1.26 - 1.34 ID2 Q4 0.78 0.90 - 0.75 ID2 R 1.09 1.10 - 1.04 ID2 R2 1.25 1.33 - 1.13 ID2 Z 1.19 1.20 1.19 1.05 OK Z1 1.55 1.66 - 1.44 ID2 Z2 0.97 0.93 0.89 0.85 OK Z3 1.07 0.96 - 0.96 ID2 North American Lithium DFS Technical Report Summary – Quebec, Canada 171 11.7 MINERAL RESOURCE CLASSIFICATION The MRE includes mineral resources classified as measured, indicated, and inferred categories. The classification of mineral resources is based on the following criteria:  Drill hole spacing,  Grade continuity,  Geological interpretation, and  Proximity to known mineralisation in the current pit. A final classification was assigned to blocks from a manually smoothed solid designed along the longitudinal section of each pegmatite dyke. The method used to determine each category is as follows: Measured -  Blocks were classified as measured category if they fell within 10m of the bottom of the current pit surface. Indicated –  Blocks were classified as indicated category when the drill spacing was 80m or better inside of the conceptual resources pit shell. Inferred –  Blocks were classified as inferred category when the drill spacing was 150m or better.  A 10m buffer zone was implemented around historical underground voids. All material inside this buffer zone was at best inferred even if the drill spacing allowed for indicated. This is to account for the uncertainty associated with the accuracy of historical underground mining voids.  Smaller pegmatite dykes defined by limited data were entirely classified as inferred, given that they also met the minimum drillhole spacing of 150m or better. Figure 11-12 shows a longitudinal section of the mineral resource classification for one pegmatite dyke North American Lithium DFS Technical Report Summary – Quebec, Canada 172 Figure 11-12 – Classification distribution on a longitudinal section looking northwest 11.8 RPEEE CONSIDERATION AND CUT-OFF GRADE To ensure that mineral resource statements for the Property satisfy the Reasonable Prospects for Eventual Economic Extraction (RPEEE) requirement, a number of technical and economic factors were considered in the derivation of the mineral resource Volume used to constrain the mineralization. Whittle pit shells were used to constrain open-pit sections of the MRE. Resource-level optimised pit shells and their corresponding cut-off grades were used for the open pit mineral resource statement. The constraining pit shell was developed using pit slopes of 46 to 53 degrees Reasonable underground mining shapes were based on minimum width and/or the geometry of the mineralisation. The solids representing the reasonable mining shapes are based upon contiguous blocks above the cut-off grade. The MRE has been tabulated using a cut-off grade of 0.60% Li2O for an open-pit mining scenario and 0.60% Li2O for an underground mining scenario based on 5.4% spodumene concentrate selling price of $1,273 USD/t and with mining costs and metallurgical recoveries used to develop the mineral reserves estimate cut-off grades disclosed in Chapter 12. Table 11-11 summarizes the values used to determine


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 173 the cut-off grades for the MRE. The COG should be reassessed periodically, considering market conditions and factors such as the price of lithium, exchange rates, mining techniques and associated costs. Table 11-11: Reasonable extraction factors Cost Unit Open Pit Underground Mining CAD/t mined 5.12 100.00 Processing CAD/t milled 23.44 23.44 Water Treatment CAD/ t milled 0.18 0.18 Tailings Management Cost CAD/t milled 2.86 2.86 G&A CAD/t milled 6.00 6.00 6% Li2O concentrate price USD/t conc. 1,273 1,273 Concentrate transport USD/t conc. 118.39 118.39 Exchange rate USD/CAD 1.32 1.32 Recovery % 73.60 73.60 Break-even grade % 0.15 0.62 Cut-off grade applied % 0.60 0.60 North American Lithium DFS Technical Report Summary – Quebec, Canada 174 11.9 MINERAL RESOURCE STATEMENT The mineral resource estimate as of June 30, 2024, exclusive of reserves is shown in Table 11-12. Table 11-12: NAL mineral resource estimate, exclusive of mineral reserves – June 30, 2024 NAL – Total Open Pit and Underground Constrained Mineral Resource Statement Category Tonnes (Mt) Grade (% Li2O) Cut-Off Grade % Li2O Met Recovery % Measured 0.7 1 0.6 73.6 Indicated 6.5 1.15 0.6 73.6 Measured and Indicated 7.3 1.14 0.6 73.6 Inferred 33 1.23 0.6 73.6 1. The information presented in this table was previously published by Sayona in a NI 43-101 Technical Report titled “Definitive Feasibility Study Report for the North American Lithium Project, La Corne, Quebec, Canada” dated April 20, 2023. 2. The effective date of the MRE is June 30,2024. 3. The mineral resource estimate is exclusive of mineral reserves. 4. Mineral resources are 100% attributable to NAL Property. Sayona has 100% interest in North American Lithium. 5. These mineral resources are not mineral reserves as they do not have demonstrated economic viability. The quantity and grade of reported Inferred resources in this MRE 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. 6. 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 MRE 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. 7. The MRE was 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. 8. The model comprises 49 mineralized dykes (which have a minimum thickness of 2 m, with rare exceptions between 1.5m and 2m). 9. 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. 10. 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. 11. The MRE presented herein is categorized as measured, indicated and inferred resources. 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. 12. The number of tonnes (metric) and contained Li2O tonnes were rounded to the nearest hundred thousand. 13. The QPs are not aware of any known environmental, permitting, legal, title-related, taxation, socio-political, marketing, or other relevant issues that could materially affect the mineral resources estimate other than those disclosed in this report. North American Lithium DFS Technical Report Summary – Quebec, Canada 175 11.10 IRON CONTENT IN THE MRE Iron content (% Fe) can influence metallurgical recovery and the quality of potential spodumene concentrate. As a result, an "Fe" attribute was added to both the blocks and sub-blocks of the resource model. This is especially important when converting mineral resources into mineral reserves. The iron content plays a significant role in subsequent stages of studies, including potential mining sequencing and planning. At the mineral reserves stage, iron will not only come from the pegmatites but also from dilution caused by surrounding host rocks. A sampling program conducted in 2022 provided precise data for all lithologies. Iron grades were incorporated into the block model using the median values for each lithology. The median values used for each lithology are shown in Table 11-13. North American Lithium DFS Technical Report Summary – Quebec, Canada 176 Table 11-13: Iron content used for MRE Rock Type Fe (%) Gabbro 6.68 Granodiorite 2.30 Pegmatite 0.29 Volcanics 5.72 11.11 UNCERTAINTY This report considers a variety of factors of uncertainty associated with estimates of inferred, indicated and measured resources on the Property, including: Reliability of sampling data -  Drilling, sampling and assaying protocols employed by Sayona are adequate.  The drillhole database provided by Sayona is of good overall quality and suitable for use in the estimation of mineral resources. Confidence in the modelling of geological and estimation domains -  Measured and indicated resources are expected to be defined at a sufficient level of confidence to assume geological and grade continuity between points of observation. Reviews of three- dimensional models, plans and cross-section in this study validate this to be the case.  Lack of evidence for the continuity of pegmatite domains and grades in some areas of the deposit is adequately dealt with the categorisation of resources as inferred. Inferred resources do not convert to mineral reserves during the reserve estimation process and are treated as waste in mine scheduling and reserve economic calculations. Potential for iron in internal waste rock to compromise product recovery -  Iron content in waste rock continues to be a potential area of uncertainty for processing and product recovery that requires additional drill core sampling and mineralogical studies. Economic uncertainty associated with the resources –  Economic uncertainty is mitigated to a large degree by Sayona’s operating experience at North America Lithium deposit over many years. Pit optimisation and Cut-off grade assumptions are believed to be appropriate for the purpose of the MRE. A baseline consideration for all factors of uncertainty is that Sayona owns and operates an existing lithium operation at North American Lithium mine. Sayona contains extensive experience with the exploration, definition, and conversion of mineral resources to mineral reserves which have been mined profitably. Sayona continued to undertake exploration drilling on the Property during 2023. Final results of the new drilling programs were unavailable at the date of this MRE and they will be incorporated in a future


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 177 update. There is a reasonable expectation that with additional diamond drilling, resources currently classified as inferred are likely to be upgraded to the indicated category. 11.12 QUALIFIED PERSON’S OPINION It is the QP’s opinion that the data, model and classification are appropriate for the reported MRE. No technical or economic factors likely to influence the prospect of economic extraction have been identified. North American Lithium DFS Technical Report Summary – Quebec, Canada 178 12. MINERAL RESERVES ESTIMATES 12.1 RESERVE ESTIMATE METHODOLOGY, ASSUMPTIONS, AND PARAMETERS As described in Chapter 11 of this Report, the structural geology of the Project is quite complex and resembles a narrow vein-style orebody. A key consideration is the variable width nature of individual dykes. Structures may vary from less than 2m in width to over 25m in width in the span of 10m or less. This will lead to considerable changes in the dilution and ore losses both over short and long-term planning horizons. As an industrial mineral, the specification of the final product must meet relatively tight tolerances for lithium content, i.e., Li2O for concentrate, as well as contaminants, such as iron. The contaminant grade in the final product is directly linked to the quantity of diluting waste in the Ore feed. This is precisely why understanding the impacts of the variable dyke geometry on dilution and ore losses is critical. Dilution is the quantity of non-economically viable material that will be sent to the mill during mining activities. Ore losses are the quantity of economically viable material that will be sent to the waste rock stockpiles. Typical causes for dilution and ore losses include blast movement, improper identification of ore and waste zone limits, i.e., grade control, and selectivity limitations of loading equipment. The mineral reserve estimates were completed via depletion methods, with surveyed topography as at June 30th 2024 used to deplete the topography as at December 31st 2023, the date of the previous mineral reserve estimate. The following paragraphs detail how the previous mineral reserve estimate (December 31st 2023) was calculated. Practical mining solids across continuous mineralization with a minimum lithium content were generated using Deswik’s Stope Optimizer tool (Deswik.SO). Using Deswik.SO provided an automated method of evaluating on a local scale, whether the combination of a particular dyke width, pegmatite grade and distance to the next dyke, i.e., waste separation, could result in producing a mill feed above the diluted cut-off grade of 0.60% Li2O. Mineable shapes were created by the tool. Mineralized material that did not pass this selectivity test was considered as geological ore loss. The resulting ROM feed is subject to an average LOM dilution of 16%. It is important to note that these are the LOM averages and will vary over life of mine. More details are presented in Chapter 13 of this Report. To account for operational errors, an additional mining ore loss factor of 3% was applied. Table 7-1 summarizes the main shape design criteria used as inputs in Deswik.SO. Figure 12-1 1illustrates a cross-section of the sub-blocked resource model and the resulting stope shape created in Deswik. From this, the diluting material along the hanging wall and footwall of the dyke is clearly visible. North American Lithium DFS Technical Report Summary – Quebec, Canada 179 Table 12-1 – Deswik.SO input parameters Parameter Units Value Maximum shape width m n/a Minimum shape width m 2 Shape height m 10 Shape length m 10 Minimum waste pillar width m 3 Footwall dilution m 1 Hanging wall dilution m 1 Minimum diluted grade to produce shape (% Li2O) 1 Figure 12-1 – Cross section illustrating stope solids in various geological settings North American Lithium DFS Technical Report Summary – Quebec, Canada 180 12.2 MINE AND PLANT PRODUCTION SCENARIOS 12.2.1 Pit Optimization Methodology The purpose of pit optimization is to determine the ultimate pit limits that satisfy one or a range of business objectives. For NAL, the overall objective was to maximize the net present value (NPV) of the Project. Pit optimization was carried out on the diluted mining block model described in Section 12.1 of this chapter. This ensured that the mining selectivity criteria were accounted for in determining the ultimate pit shape. Pit optimization was completed using the Pseudoflow module within the Deswik mining software package. inferred and unclassified resources were converted to waste as part of the pit optimization assessment. The following chapters summarize the pit optimization which was completed as part of the previous reserve estimate (December 31st 2023). 12.2.2 Pit Optimization Parameters The inputs for the pit optimization process are presented in Table 12-2. Overall pit slopes were based on the parameters developed by Golder Associates (Golder) – refer to Chapter 13 for more details – and adjusted after preliminary runs to include allowances for haulage ramps and geotechnical berms. Revenue factors were applied to evaluate the sensitivity of the pit size versus selling prices, varying from 0.3 to 1.0. Within a 10m envelope of the old underground workings, the mining costs were inflated by 30% for the pit optimisation. This accounts for the additional operational delays that result in higher operating costs for mining near and through potential pit voids. More details with regards to undertaking mining operations in the vicinity of the underground workings can be found in Chapter 13. Figure 12-2 illustrates the envelope described above. A technical memorandum was produced by WSP-Golder on February 8th, 2023, with recommended pit design parameters as well as the minimum setback distance between the edge of the ultimate pit and the Lake Lortie.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 181 Table 12-2 – Open pit optimization parameters Parameters Unit Value Comments Revenue Concentrate price USD/t of conc. 1,273 Preliminary market study from PwC Concentrate grade % Li2O 5.4 Transportation cost CAD/t of conc. 118 Preliminary budgetary quotes Royalty N/A Economics Currency CAD - Exchange rate USD/CAD 0.76 Discount rate % 8 Cost basis Mining Mining cost CAD/t mined 5.12 2022 PFS mining cost and mining contractor costs price-weighted average Processing & G&A Cost CAD/t milled 32.48 Operating Parameters Ore production Mtpa 1.0 Average ore production sent to crusher Overall recovery % 73.6 Geotechnical parameters Overburden (IRA) degree 26.6 Golder-WSP Memo Feb. 2023 Rock (OSA) degree 45.7, 49.1, 52.6 Golder-WSP Memo Feb. 2023 Limits and constraints Lease or Claim Claim NAL_claims_2023.dxf Setback from watercourse m 60 Setback from Lac Lortie limit North American Lithium DFS Technical Report Summary – Quebec, Canada 182 Figure 12-2 – Cross-section view – 10m envelope surrounding underground workings for pit optimization 12.2.3 Analysis of Pit Optimization Results As described above, the pit optimization determined the pit shape based on given economic parameters, surface boundaries and pit slopes that results in maximum undiscounted value. This result, however, is not satisfactory, since it is not practical to assume that mining activities will occur instantaneously. Furthermore, due to the practical development sequence of open-pit mining, i.e., top down, it is likely that certain waste development costs may be incurred some time before the underlying economic material can be reached. To assess a more realistic value for a given pit shell, a discounted cash flow analysis is carried out. At this stage, it is important to note that the cash flows are indicative only and serve for relative comparison of value between various pits. Table 12-3 presents the results of the pit optimization in table form, while Table 12-4 presents the discounted cashflow ranges examined. Figure 12-3 presents a portion of this data graphically. A discount rate of 8% and ROM feed rate of 1.0 Mtpa have been used for the analysis. The values returned by the Pseudoflow do not include capital investments and are only used as a relative indicator of the sensitivity of the Project to changes in costs. The revenue factor 0.60 pit shell was selected as a guide for the final pit limits. This selection was based on maximizing project reserves while respecting a relatively high NPV. The RF0.60 shell contained approximately 23.2 Mt of ROM ore feed and is within 10% of the highest discounted cash flow pit shell. It is evident that changes to the selling price, evaluated with the revenue factors are the dominant driver of the overall pit size. North American Lithium DFS Technical Report Summary – Quebec, Canada 183 The chosen optimized pit shell (red highlight) does not necessarily correspond with the final pit design used in the DFS. In the case of this specific project, physical and geotechnical limitations due to the old underground workings resulted in a final design with a higher strip ratio and lower ROM ore feed than the optimized shell. With the exception of the revenue factors, a sensitivity analysis on other parameters was not undertaken. It is recommended that pit optimization sensitivity be conducted on the following parameters: 1) Metallurgical recovery. 2) Overall pit slopes. 3) Dilution and ore losses. The mineral reserves are based on an updated concentrator feed strategy that includes ore coming from Sayona’s Authier Project. Ore coming from the Authier site will be combined with the NAL ore and fed to the crusher at a ratio of 33:67. The life-of-mine (LOM) production plan has been prepared to reflect the new blending strategy. The Project LOM plan and subsequent mineral reserves are based on a spodumene concentrate selling price of $1,352 USD/t of concentrate. The effective date of the mineral reserves estimate is June 30, 2024, and based on an exchange rate of $0.75 USD:$1.00 CAD. North American Lithium DFS Technical Report Summary – Quebec, Canada 184 Table 12-3 – Pit optimization results (red line is maximum NPV pit, yellow line is RF=1.0 pit) Revenue Factor ROM Ore Waste Rock (Mt) Strip Ratio Financial Analysis Tonnes Li2O including Li2O Concentrate Mining Processing Tailing G&A Revenue Mine Un-discounted NPV (Mt) dilution (%) (kt) (Mt) @ 5.4% Cost (M$) Cost (M$) Cost (M$) (M$) (M$) Life (y) Value (M$) (M$) 0.100 0.0 1.87 0 0.0 0.0 0.0 0 0 0 0 1 0 1 1 0.125 0.1 1.66 1 0.0 0.0 0.2 0 1 0 0 16 0 14 14 0.150 0.3 1.49 4 0.1 0.2 0.7 2 6 1 2 69 0 58 57 0.175 0.8 1.36 11 0.1 0.8 1.0 8 18 2 5 183 1 150 146 0.200 1.4 1.30 18 0.2 2.0 1.4 17 33 4 8 314 1 252 241 0.225 2.6 1.26 32 0.4 5.9 2.3 43 60 7 15 561 3 435 399 0.250 3.6 1.24 45 0.6 10.0 2.7 70 85 10 22 783 4 596 525 0.275 4.6 1.21 56 0.8 14.3 3.1 97 109 13 28 975 5 728 621 0.300 9.7 1.18 115 1.6 43.3 4.5 272 228 28 58 1 990 10 1,404 1,003 0.325 15.1 1.15 174 2.4 77.9 5.2 477 355 43 91 3 021 15 2,056 1,233 0.350 16.6 1.15 191 2.6 89.2 5.4 542 390 48 100 3 312 17 2,233 1,279 0.375 17.3 1.14 198 2.7 94.5 5.5 573 406 50 104 3 436 18 2,304 1,293 0.400 17.9 1.14 204 2.8 100.0 5.6 604 421 51 108 3 548 18 2,365 1,302 0.425 18.5 1.14 210 2.9 105.2 5.7 633 433 53 111 3 643 19 2,413 1,309 0.450 19.0 1.13 215 2.9 110.3 5.8 662 445 54 114 3 732 19 2,456 1,312 0.475 20.2 1.12 226 3.1 121.7 6 726 472 58 121 3 915 21 2,538 1,313 0.500 21.4 1.11 237 3.2 135.7 6.3 804 501 61 128 4,119 22 2,625 1,313 0.525 22.0 1.11 243 3.3 143.1 6.5 845 516 63 132 4,222 22 2,666 1,310 0.550 22.3 1.10 246 3.4 147.3 6.6 868 523 64 134 4,273 23 2,684 1,308 0.575 22.6 1.10 249 3.4 150.7 6.7 887 529 65 135 4,315 23 2,698 1,306 0.600 23.2 1.09 254 3.5 159.1 6.8 934 545 66 139 4,413 24 2,728 1,298 0.625 23.5 1.09 257 3.5 163.4 6.9 957 551 67 141 4,458 24 2,741 1,295 0.650 24.0 1.09 261 3.6 170.1 7.1 994 562 69 144 4,525 24 2,758 1,288 0.675 24.2 1.09 263 3.6 173.5 7.2 1,012 566 69 145 4,557 25 2,765 1,285 0.700 24.3 1.09 264 3.6 176.3 7.2 1,027 570 70 146 4,581 25 2,769 1,282 0.725 24.4 1.09 265 3.6 178.5 7.3 1,039 573 70 147 4,601 25 2,772 1,279 0.750 24.6 1.08 267 3.6 181.5 7.4 1,055 576 70 148 4,625 25 2,775 1,276 0.775 24.7 1.08 267 3.6 183.2 7.4 1,065 578 71 148 4,638 25 2,777 1,274 0.800 24.8 1.08 269 3.7 186.7 7.5 1,083 582 71 149 4,664 25 2,778 1,269 0.825 25.0 1.08 270 3.7 189.0 7.6 1,096 585 71 150 4,680 25 2,779 1,266 0.850 25.1 1.08 271 3.7 192.9 7.7 1,116 589 72 151 4,707 26 2,779 1,261 0.875 25.4 1.08 273 3.7 198.2 7.8 1,145 595 73 152 4,743 26 2,779 1,254 0.900 25.4 1.08 274 3.7 200.1 7.9 1,155 597 73 153 4,755 26 2,779 1,251 0.925 25.5 1.08 275 3.7 201.9 7.9 1,164 598 73 153 4,766 26 2,778 1,248 0.950 25.6 1.08 275 3.7 202.7 7.9 1,169 599 73 153 4,772 26 2,777 1,247 0.975 25.6 1.08 275 3.8 204.1 8.0 1,176 600 73 154 4,780 26 2,776 1,245 1.000 25.7 1.07 276 3.8 206.4 8.0 1,188 602 74 154 4,793 26 2,774 1,242


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 185 Table 12-4 – Discounted cash flows Revenue Factor ROM Feed Li2O Grade Waste Overall Stripping Ratio Best Case Worst Case Average (Mt) (% Li2O) (Mt) DCF (M$) DCF (M$) Case DCF (M$) 0.30 838,894 1.2 560,441 0.7 80,253,966 80,253,966 80,253,966 0.35 1,612,680 1.1 1,594,893 1.0 136,552,113 135,717,199 136,134,656 0.40 3,998,847 1.0 5,597,980 1.4 266,249,048 260,248,729 263,248,889 0.45 6,923,504 1.0 13,150,179 1.9 382,476,806 364,731,378 373,604,092 0.50 9,713,012 1.0 23,515,529 2.4 465,632,281 429,379,945 447,506,113 0.55 20,322,425 1.0 74,712,172 3.7 606,177,791 498,024,835 552,101,313 0.60 30,208,728 1.0 128,895,550 4.3 659,839,788 450,558,671 555,199,229 0.65 33,257,469 1.0 148,349,031 4.5 669,922,463 421,905,915 545,914,189 0.70 34,379,116 1.0 155,936,311 4.5 672,595,760 409,202,802 540,899,281 0.75 35,648,029 1.0 165,593,166 4.6 674,871,968 391,308,014 533,089,991 0.80 37,265,777 1.0 177,881,792 4.8 676,777,819 366,428,378 521,603,098 0.85 38,438,705 0.9 187,022,825 4.9 677,781,193 347,275,422 512,528,307 0.90 39,351,962 0.9 196,497,022 5.0 678,299,028 330,042,716 504,170,872 0.95 39,901,148 0.9 202,277,375 5.1 678,475,377 320,017,684 499,246,530 1.00 40,490,685 0.9 209,022,845 5.2 678,518,112 306,478,365 492,498,238 North American Lithium DFS Technical Report Summary – Quebec, Canada 186 Figure 12-3 – Pit optimization results 12.2.4 Mine Design and Production 12.2.4.1 Resource Block Model The basis for the mineral reserves estimation is the resource block model prepared by BBA and Mr. Pierre- Luc Richard, from PLR Resources Inc., sub-contracted by BBA, who previously acted as the QP and completed the MRE with an effective date of December 31, 2022. Parent cells of 5m x 5m x 5m were sub- blocked four times in each direction (minimum sub-block of 1.25m in each direction). Sub-blocks are triggered by both the geological model and mining voids, for precise depletion. This model has proportional sub-blocks to cover the spaces inside the solid boundaries. The size of the sub-blocking was chosen to best match the thickness of the mineralized dykes and the complexity of the geological model. 12.2.4.2 Mining Block Model A mining block model was created from the resource block model described above. The purpose of this was to include additional items required for mining engineering activities, and for the application of modifying factors. The resource model was loaded into Deswik software. The model was supplied with North American Lithium DFS Technical Report Summary – Quebec, Canada 187 the 3D wireframes used to define the different lithological zones. The overburden surface was also provided. A detailed dilution model was developed and coded into a sub-celled mining block model for mine planning use, as described in more detail in Section 12.1. This sub-celled model was then regularized to the parent block size of 5m x 5m x 5m with tonnages and grades coded for each material type. This final regularized mining block model was then exported to MineSight for mine planning purposes. 12.2.4.3 Pit Slope Geotechnical and Hydrogeological Work 12.2.4.3.1 Geotechnical and hydrogeological Study Geotechnical and hydrogeological studies were carried out by Golder Associates in 2010, 2018 and early 2019. A final updated geotechnical study was issued in Q2-2023 and an updated hydrogeology study was issued in November 2022. As part of the NAL DFS, WSP-Golder produced a technical memorandum that includes geotechnical and hydrogeological recommendations regarding the design criteria required for the pit shell distance to be maintained with Lac Lortie. 12.2.4.3.2 Planning Around Underground Workings Based on the current understanding of the geometries and locations of the existing underground openings in relation to the pit shell, all of these underground openings are contained within the pit shell, i.e., will not intercept the final pit wall. Local modifications to the slope design may be required for safe and stable excavations in areas where stopes intersect the pit wall or floor, or drifts that run parallel to the pit wall. Historical underground openings will represent an operating hazard, a risk to local bench-scale and multi- bench stability and a potential rockfall hazard, depending on the character of the openings and any backfill. Systematic investigation and mitigation design will be required to manage these risks for both interim and final pit walls. Investigation and evaluation of these hazards, and design of mitigation, are currently underway by WSP-Golder for Sayona and will be continued through the operating life of the mine. Site has developed multiple safe operating procedures (SOPs) to manage the risks associated with mining adjacent to voids. 12.2.4.3.3 Operational Considerations Good quality operational practices will be essential for the safe development of stable and steep slopes. The slope design recommendations based on pre-split blasting assume that a workforce and supervisors skilled in implementing effective, controlled blasting and excavation procedures will be available throughout the mining operations. Optimized controlled blasting designs should be developed early in North American Lithium DFS Technical Report Summary – Quebec, Canada 188 the mine life for use on long-term and final slopes. Blasting experience and trials should be developed and optimized in the interior of the open pit prior to applying it to the final slopes. 12.2.4.4 Pit Design Parameters The detailed mine design was carried out using the selected pit shell as a guide. The pit design parameters are detailed on . Table 12-5. The proposed pit design includes the practical geometry required in a mine, including pit access and haulage ramps to all pit benches, pit slope designs, benching configurations, smoothed pit walls and catch benches. It was recommended in 2017 that a feasibility-level hydrogeology study be completed to validate designs and to support mine operations. As mentioned in the previous section, Golder-WSP completed that study in November 2022. The haulage fleet operated by the mining contractor is using 90t capacity haul trucks in the first four years. This truck size was used as well for the owner-operated fleet starting in Year 5. As a result, the haulage ramps and access roads for the ultimate pit have been designed with this in mind.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 189 Table 12-6 presents the haul road design parameters. This is also shown graphically in Figure 12-4 and Figure 12-5 for in-pit single- and dual-lane haul ramps, respectively. Table 12-5 – Ultimate pit design parameters Design Sector Wall Dip Direction Bench Catch Bench Bench Face Inter-Ramp Geotechnical From To Height (m) Width (m) Angle (deg) Angle (deg) berm interval (m) Overburden (1) 0 360 NA 9 26.6 NA NA South 355 35 20 16 60.0 45.7 120 Northeast 195 270 20 10 65.0 49.1 120 Northwest 35 195 20 10 70.0 52.6 120 Southeast 270 355 20 10 70.0 52.6 120 (1) A 7 to 9m setback considered at bedrock contact, depending on various factors listed in section 2.4.2 of the WSP-Golder memorandum (22515754-166-MTF-RevB). North American Lithium DFS Technical Report Summary – Quebec, Canada 190 Table 12-6 – Haul road design criteria Parameters Units Dual Lane Single Lane Comments Reference Haul Truck - 90T-class 90T-class Largest haul truck expected for the NAL project Operating Width (m) 6.7 6.7 Includes clearance for mirrors and accessories Running Surface Multiplier (factor) 3.0 1.9 Minimum value for adequate clearance Running Surface Width (m) 20.0 12.5 For temporary and permanent roads Tire Diameter (m) 2.7 2.7 For 27.00 R49 tires Berm Height : Tire Ratio (ratio) 0.5 0.5 Minimum recommended value Berm Height (m) 1.3 1.3 For temporary and permanent roads Berm slope xH:1V Ratio (ratio) 1.3H:1.0V 1.3H:1.0V Angle of Repose 37.5 Berm Width (Top) (m) 0.5 0.5 Minimum recommended value Berm Width (Bottom) (m) 4.0 4.0 For temporary and permanent roads No. of Berms - Surface Road (#) 2.0 2.0 Industry standard practice No. of Berms - Pit Ramp (#) 1.0 1.0 Industry standard practice No. of Berms - Pit Slot (#) 0.0 0.0 Industry standard practice Ditch Depth (m) 0.8 0.5 For temporary and permanent roads Ditch slope xH:1V Ratio (ratio) 1.0H:1.0V 1.0H:1.0V Maximum recommended value Ditch Width (Bottom) (m) 0.5 0.5 Minimum recommended value Ditch Width (Top) (m) 2.0 1.5 For temporary and permanent roads No. of Ditches - Surface Road (#) 0.0 0.0 Industry standard practice No. of Ditches - Pit Ramp (#) 1.0 1.0 Industry standard practice No. of Ditches - Pit Slot (#) 2.0 2.0 Industry standard practice Overall Width - Surface Road (m) 28.0 20.5 For temporary and permanent roads Overall Width - Pit Ramp (m) 26.0 18.5 For temporary and permanent roads Overall Width - Pit Slot (m) 24.0 15.5 For temporary and permanent roads Maximum Grade - Permanent Road (%) 10.0 10.0 Maximum recommended value Maximum Grade - Temporary Road (%) 12.0 12.0 Maximum recommended value Haul Road Drainage Crossfall (%) 2.0 2.0 For temporary and permanent roads North American Lithium DFS Technical Report Summary – Quebec, Canada 191 Figure 12-4 – Single-lane in-pit haul ramp design Figure 12-5 – Dual-lane in-pit haul ramp design North American Lithium DFS Technical Report Summary – Quebec, Canada 192 A minimum mining width of 40m has been applied in most areas and 20m in some specific areas. Working widths are reduced in select instances, such as the final pit benches. A 60m layback has been considered between the final pit and Lac Lortie. The pit design is not limited to the existing mining lease boundary. During the first three years of the LOM, mining will occur within the existing mining lease. Figure 12-6 present the final pit design in plan view. The in-pit haul road has been designed on the hanging wall side of the deposit to maximize ore recovery within the pit shell and to provide access for the final mining pushback. See Chapter 13 for more details regarding phases design within the ultimate pit. Figure 12-6 – Ultimate pit – plan view 12.2.5 Plant Production For the conversion of mineral resources to mineral reserves, it is necessary to consider and apply a variety of modifying factors. Those applicable to the Project are discussed in detail below.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 193 12.2.5.1 Metallurgical Recoveries ROM ore is subject to a variety of metallurgical recovery factors, once feed material enters the crusher. Metallurgical recovery varies according to the spodumene concentrate grade produced. Refer to Chapter 10 of this Report for additional details regarding these parameters. 12.2.5.2 Cut-Off Grade The breakeven cut-off grade (COG) is calculated considering costs for processing, G&A, and other costs related to concentrate production and transport. Table 12-7 presents the parameters used to determine the mill COG. Based on a 5.4% Li2O concentrate selling price of $1,273 USD/t, the COG would be 0.15% Li2O. However, due to metallurgical recovery limitations, a metallurgical COG of 0.60% Li2O was selected based on iterative analysis and to assure a feed grade that allows a sufficient metallurgical recovery to produce the required spodumene concentrate grade. Future mine planning work should evaluate the possibility of implementing a variable cut-off grade. This may prove beneficial with regards to the trade-off between stockpiling / wasting marginal ROM feed, versus blending this with higher-grade ore feed, which could potentially reduce the total material movement required to maximize processing capacity. Table 12-7 – COG calculation parameters Parameter Units Value Recovery % 73.60 Gross 5.4% Li2O Price USD/t conc. 1,273.00 Concentrate Transportation Cost USD/t conc. 88.80 Royalties USD/t conc. 0.00 Net 5.4% Li2O Selling Price USD/t conc. 1,184.20 Concentrate Grade % 5.40 Exchange Rate USD/CAD 0.76 Processing Cost CAD/t milled 32.48 G&A Cost CAD/t milled 6.00 Calculated Cut-Off Grade % Li2O 0.15 Metallurgical Cut-Off Grade % Li2O 0.60 12.3 MINERAL RESERVE ESTIMATE The previous mineral reserves estimate was completed at 31st December 2023, and is based on the block model used to report the mineral resources presented in Chapter 11 of this Report. For the filing of this S-K 1300 compliant report, the original MRE was reviewed by Tony O’Connell, P.Eng., whom is the North American Lithium DFS Technical Report Summary – Quebec, Canada 194 responsible QP for this section of the report. The estimate reserves from December 31st 2023 where then depleted by Tony O’Connell, P. Eng., using surveyed topographic surfaces to calculate the mineral reserve estimates as at June 30th 2024. The North American Lithium mineral reserve estimates as at June 30th 2024 are 19.7 Mt of proven and probable mineral reserves at an average grade of 1.08% Li2O, which is comprised of 0.2mt of proven mineral reserves at 1.04% Li2O and 19.6mt of probable mineral reserves at 1.08% Li2O. All proven mineral reserves are ROM pad stocks. Table 12-8 summarizes the proven and probable mineral reserves for the Project. The table shows the Li2O grade as well as the iron content, which is considered a contaminant at the processing plant. Table 12-8 – NAL mineral reserve statement at effective date of June 30, 2024 based on USD $1,352/t Li₂O. North American Lithium Project Mineral Reserve Estimate (0.60% Li2O cut-off grade) Category Tonnes (Mt) Grades (%Li2O) Cut-off Grade % Li2O Met Recovery % Proven Mineral Reserves 0.2 1.04 0.60 73.6 Probable Mineral Reserves 19.6 1.08 0.60 73.6 Total Mineral Reserves 19.7 1.08 0.60 73.6 1. Mineral reserves are measured as dry tonnes at the crusher above a diluted cut-off grade of 0.60% Li2O. 2. 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$1,352/t and an exchange rate of 0.75 US$: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. 3. Topographic surface as of June 30, 2024, was used to adjust from December 31, 2023. 4. The reference point of the mineral reserves Estimate 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 support a positive LOM cash flow model. According to SEC Definition Standards on mineral resources and reserves, inferred resources cannot be converted to mineral reserves. 6. The waste and overburden to ore ratio (strip ratio) is 8.3. 7. The mineral reserves for the Project was originally estimated by Mélissa Jarry, P.Eng. OIQ #5020768, and subsequently reviewed by Tony O’Connell, P.Eng., who serves as the QP under S-K §229.1300. 8. Mineral reserves are valid as of June 30, 2024. 9. Totals may not add up due to the rounding of significant figures. The mineral reserves are based on a concentrator feed strategy that includes ore coming from Sayona Quebec’s Authier Project. Ore coming from the Authier site will be combined with the NAL ore and fed to the crusher. The life-of-mine (LOM) production plan has been prepared to reflect the blending strategy of 67% NAL: 33% Authier. The Project LOM plan and subsequent mineral reserves are based on a spodumene concentrate selling price of $1,352 USD/t of concentrate. The effective date of the mineral reserves estimate is June 30, 2024, and based on an exchange rate of $0.75 USD:$1.00 CAD. North American Lithium DFS Technical Report Summary – Quebec, Canada 195 Development of the LOM plan included pit optimization, pit design, mine scheduling and the application of modifying factors to the measured and indicated portion of the in-situ mineral resource. Tonnages and grades are reported as run of mine (ROM) feed at the crusher and are inclusive of mining dilution, geological losses, and operational mining loss factors. 12.4 PERMITTING & ENVIRONMENTAL CONSTRAINTS As a brownfield site, it was necessary to consider a range of existing permitting and environmental constraints already in place. This is necessary to ensure consistency with permit applications currently at the review / approval stage with government agencies. A list of the main permitting and environmental constraints considered for mine planning are presented in Table 12-9. Note that this list is not exhaustive; however, it presents those items of greatest potential impact. Table 12-9 – Environmental and permitting constraints affecting mineral reserves Constraint Type Description / constraint Mining lease Permitting The mining operation footprint stays inside the mining lease for the first 3 years of the LOM plan only. It is assumed that a new mining lease will be obtained by 2026. ROM ore throughput Permitting 4,200 tpd measured at the entrance to the rod mill Open pit offset from Lac Lortie Environmental/ Geotechnical Minimum 60m set-back from Lac Lortie 12.5 ASSUMPTIONS AND RESERVE ESTIMATE RISKS The mineral reserve estimate has changed since the previous estimate published as at December 31st 2023, with 650kt of total reserves mined since the previous estimate. The author is of the opinion that no other known risks, including legal, political, or environmental, would materially affect potential development of the mineral reserves, except for those already discussed in this report. North American Lithium DFS Technical Report Summary – Quebec, Canada 196 13. MINING METHODS The Project will be mined using a conventional open-pit drill-blast-load-haul cycle, with a 10m bench height, for delivery of run-of-mine (ROM) ore from the open pit to the crusher. The Project has been operational since November 2022 using the same mining practices. Historical underground openings are within the proposed open pit and mining in these areas will take place in the near term, necessitating particular consideration in detailed mine planning and operations. 13.1 MINE DESIGN 13.1.1 Pit Phasing Strategy To maximize the Project net present value (NPV), a series of six mining phases were developed, including the ultimate pit design. A set of pit shells were obtained from the optimization process inside the ultimate pit design, and they were used as a basis to guide the designs of the phases. Special attention was given to the historical underground openings when setting the physical limits for every phase, resulting in phase limits not precisely following the pit optimization shells. Additional care was taken to ensure that phase walls do not intersect these old workings. These phase designs were developed to define the mining sequence. The following criteria were used in the mine phase designs:  Minimum mining width of 60m considered between phases on the surface and 40m at the phase bottoms;  The Phase 1 design corresponds to the continuation of the previous mining operations in the southeastern part of the pit. In 2019, that area had already been mined to elevation 360 m;  Ease of access to different mining areas;  Mining and processing production rate;  Physical constraints posed by historical underground workings. Internal pit walls (i.e. pit walls that do not correspond to the ultimate pit) have been designed with single 20m bench heights and 15m catch bench widths, which will allow for shallower interim slopes. The mining phases are presented in Figure 13-1 to Figure 13-6. Phase 1 is located in the South-East area of the ultimate pit and aligns with the actual mined out limits of previous mining operations, which is already mined down to 360m elevation. The final elevation for Phase 1 is 310 m. Phase 2 is located in the Northwest area of the pit, and the final elevation is 340 m. Phase 3 will connect Phases 1 and 2 in the central area of the ultimate pit, with the final elevation for this phase being 370 m. Phase 4 will mine through the historical underground openings and in the western part of the ultimate pit. In Phase 5, the Eastern area of the ultimate pit will be mined to the 350m elevation. Phase 6 corresponds to the ultimate pit design and all remaining material. The material quantities for each phase are presented in Table 13-1.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 197 Table 13-1 – Material quantities by phase1 Quantities Units Total Phase 1 Phase 2 Phase 3 Phase 4 Phase 5 Phase 6 Total In-Pit (Mt) 201.00 8.00 8.80 10.30 58.90 20.80 94.20 Waste Rock (Mt) 172.30 6.60 5.60 8.90 51.80 18.70 80.70 Overburden (Mt) 7.10 0.30 1.70 0.50 3.00 1.50 0.10 ROM Ore (Mt) 21.60 1.10 1.40 0.90 4.20 0.60 13.40 Lithium Grade (% Li2O) 1.08 1.10 1.14 0.99 1.09 0.82 1.09 Iron Grade (% Fe) 0.79 0.64 1.07 0.88 1.03 1.15 0.67 Strip Ratio (twaste : tore) 8.30 6.40 5.10 10.70 13.00 36.70 6.00 1 Totals may not add up due to rounding. Figure 13-1 – Isometric view of Phase 1 North American Lithium DFS Technical Report Summary – Quebec, Canada 198 Figure 13-2 – Isometric view of Phase 2 Figure 13-3 – Isometric view of Phase 3 North American Lithium DFS Technical Report Summary – Quebec, Canada 199 Figure 13-4 – Isometric view of Phase 4 Figure 13-5 – Isometric view of Phase 5 North American Lithium DFS Technical Report Summary – Quebec, Canada 200 Figure 13-6 – Isometric view of Phase 6 13.1.2 LOM Production Plan The key highlights of the LOM plan are summarized as follows:  Mine life of 20 years ending in 2042,  An overall strip ratio of 8.3, evolving over the years.  Total material movement peaking at 19.5 Mt in 2025 and then decreasing gradually until 2049,  At the beginning of July 2024, a total of 588 000 tonnes at an average grade of 0.88% Li2O was stockpiled on the crusher pad,  Crusher feed grade fluctuates from 0.88% Li2O to 1.25% Li2O on a yearly basis over the LOM (except last year), reaching its maximum value in Year 2038. A summary of the LOM plan is presented in Table 13-2 and Figure 13-7 below. This summary details the LOM plan for the NAL operation only and excludes the crusher feed portion from the Authier Lithium operation that will start in July 2025. The Authier Lithium ore will be delivered to the NAL ROM Pad. Views representing x`xthe zones mined per period are presented in Figure 13-8 to Figure 13-14, with the areas being mined during that period shown in blue. The elevations of main work areas are also visible on the figures.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 201 Table 13-2 – LOM production plan and material movement Physicals Units Production LOM 2023 2024 2025 2026 2027 2028 2029 2030 2031-2035 2036-2040 2041-2042 Total moved (Expit + Rehandle) (Mt) 13.3 18.3 19.5 17.2 15.7 15.9 15.2 15.9 46.5 25.4 3.7 207.5 Total Expit (Mt) 13.3 18.2 19.2 15.0 15.6 15.8 15.0 15.9 46.1 24.4 2.5 201.0 Expit waste rock (Mt) 9.2 15.3 17.5 13.4 13.5 13.3 14.1 14.8 40.3 19.2 1.6 172.3 Expit overburden (Mt) 2.7 1.0 0.6 0.6 0.6 1.6 0.0 0.0 0.0 0.0 0.0 7.1 Expit ore to ROMPad (Mt) 1.1 1.6 1.0 0.9 1.1 0.9 0.8 1.1 4.8 4.2 0.7 18.2 Expit ore to stockpile (Mt) 0.3 0.3 0.1 0.0 0.4 0.0 0.1 0.1 1.0 1.0 0.1 3.4 Stripping Ratio (twaste:tRoM) 8.7 8.8 15.8 14.5 9.5 16.6 16.0 12.5 7.0 3.7 1.9 8.3 Total expit ore (Mt) 1.4 1.9 1.1 1.0 1.5 0.9 0.9 1.2 5.8 5.2 0.8 21.6 Expit ore lithium grade (% Li2O) 1.1 1.1 1.0 1.0 1.1 1.2 1.0 1.0 1.0 1.1 1.3 1.1 Expit ore iron grade (% Fe) 1.1 0.8 1.0 1.0 1.0 1.0 0.9 0.7 0.7 0.7 0.5 0.8 Rehandle Reclaim from stockpile (Mt) 0 78,153 315,015 134,182 165 154,668 211,885 1,458 399,621 971,876 1,236,951 3,503,975 Reclaim lithium grade (% Li2O) 0.00% 0.78% 0.70% 0.59% 0.68% 1.06% 0.91% 0.57% 0.76% 1.01% 0.76% 0.84% Reclaim iron grade (%Fe) 0.00% 0.55% 0.67% 0.86% 1.49% 0.82% 0.91% 1.07% 0.75% 0.58% 0.67% 0.71% Processing Total crusher feed 1 (Mt) 1.1 1.6 1.4 1.1 1.1 1.1 1.1 1.1 5.2 5.2 2.0 21.7 Crusher feed lithium grade (% Li2O) 1.2 1.1 1.0 1.0 1.2 1.2 1.0 1.0 1.1 1.1 0.9 1.1 Crusher feed iron grade (% Fe) 1.0 0.8 0.9 0.9 1.0 1.0 0.9 0.7 0.7 0.7 0.6 0.8 Total rod mill feed (Mt) 944,691 1,425,690 1,173,601 912,442 912,442 912,442 912,442 912,442 4,562,210 4,542,210 1,761,757 18,972,369 Rod mill lithium grade (% Li2O) 1.26 1.22 1.05 1.06 1.33 1.27 1.05 1.13 1.15 1.22 0.99 1.16 North American Lithium DFS Technical Report Summary – Quebec, Canada 202 Figure 13-7 – LOM summary North American Lithium DFS Technical Report Summary – Quebec, Canada 203 Figure 13-8 – 2023 mined area isometric view Figure 13-9 – 2024 mined areas isometric view North American Lithium DFS Technical Report Summary – Quebec, Canada 204 Figure 13-10 – 2025 mined areas isometric view Figure 13-11 – 2030 mined areas isometric view


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 205 Figure 13-12 – 2035 mined areas isometric view Figure 13-13 – 2040 mined areas isometric view North American Lithium DFS Technical Report Summary – Quebec, Canada 206 Figure 13-14 – Ultimate Pit isometric view Waste storage facilities have been designed to contain the waste rock and overburden material that will be mined over the LOM. These facilities are described in further detail in Chapter 15. 13.2 GEOTECHNICAL AND HYDROLOGICAL CONSIDERATIONS Geotechnical studies have been completed by WSP-Golder to support mine operations. Water inflow and pumping requirements have been established and need to be consistently updated as the pit progresses. North American Lithium DFS Technical Report Summary – Quebec, Canada 207 13.3 MINE OPERATING STRATEGY To achieve minimal mining dilution and ore losses, mining operations must follow specific procedures, depending on the dyke width and physical properties. Some details are provided below. Typical blast patterns for pre-split, ore material and waste rock material are described in Table 13-3 and are currently implemented on site. Blasting parameters will constantly be adjusted as mining progresses in the pit according to the geomechanical properties of the rock and dyke configuration. Pre-split is undertaken on ultimate pit walls, using prepackaged emulsion. Pre-split holes are drilled on double bench height (20m) and have 89 mm diameter. Chapter 15 (Section 15.10.2) describes how explosives products and accessories are brought on site and stored in the explosives magazines. The explosives will be loaded in the holes by the blasting contractor. Approximately 3.1 kt of explosives will be used on average every year. Blast patterns are designed and sequenced to blast in a direction parallel to the dykes, as presented in Figure 13-15 and Table 13-4. Waste rock material is excavated in 10m benches, while ore is mined on flitches of 5m or less, where operational considerations allow. Table 13-3 – Typical blast patterns Description Units Pre-Split Ore pattern Waste pattern Bench Height m 20.0 10.0 10.0 Hole Diameter mm 89.0 114.0 171.0 Hole length m 22.0 11.0 11.0 Burden m - 3.3 4.8 Spacing m 1.5 3.3 4.8 Collar m - 2.5 3.5 Sub-drilling m 0.0 1.0 1.0 Powder Factor kg/m3 - 0.4 0.3 North American Lithium DFS Technical Report Summary – Quebec, Canada 208 Figure 13-15 – Section view of mining method 13.4 MINING FLEET AND MANNING 13.4.1 Mine Equipment and Operations Mining will be conducted by a mining contractor for the first four (4) years of operation, and then by Sayona Quebec’s operations team and equipment fleet. The mining contractor is responsible for providing and maintaining all equipment required to supply ROM ore to the crusher. Table 13-4 describes the main mining equipment types and sizes that are planned, with their peak requirements. An additional fleet may be added or modified by the contractor, as needed, to support operations. Pumping is carried out using diesel pumps, HDPE piping and generators.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 209 Table 13-4 – Mining equipment description and maximum number of units Equipment Type Description Peak Requirement Mining truck Payload 92 t 16.0 Hydraulic excavator Bucket payload – 5 m3 1.0 Hydraulic excavator Bucket payload – 6.7 m3 5.0 Hydraulic excavator Bucket payload – 11 m3 1.0 Production drill DTH – 4” to 7” hole size 3.0 Track Dozer Net Power – 197 kW 1.0 Track Dozer Net Power – 265 kW 2.0 Road grader Net Power – 216 kW 1.0 Utility Excavator Net Power – 308 kW 1.0 Wheel Dozer Net Power – 249 HP 1.0 Water Truck/Sand spreader Capacity – 80 000L 1.0 Wheel Loader Bucket payload – 7.8 m3 1.0 Fuel & Lube Truck n/a 1.0 Service Truck n/a 1.0 Pick-Up Trucks n/a 12.0 Tower Lights n/a 8.0 13.4.2 Mine Personnel Requirements The mining contractor is responsible for providing all personnel required to carry out mining activities such as drilling, blasting, loading, and hauling material, for the four-year duration of its contract with the mine. Mining contractor personnel includes superintendents, mine supervisors, operators, drill-and-blast personnel, maintenance supervisors and mechanics. Starting in 2027, these positions will be filled by Sayona Quebec’s team. Sayona Quebec’s team will consist of technical services and management personnel for the duration of the entire operation. Key positions for the geology, mine engineering and administrative staff positions have already been filled. As of 2027, Sayona will hire the entire mining operations staff and personnel to operate the open pit, Including the maintenance and supervisory roles. During the LOM, the mine personnel requirement is estimated to reach a peak of 121 employees in the years 2027 to 2030, including 65 employees for operations, 36 for maintenance and 20 for technical services. North American Lithium DFS Technical Report Summary – Quebec, Canada 210 13.5 MINE PLAN AND SCHEDULE As presented in Table 13-2, the current life-of-mine (LOM) mining schedule for the Project developed by BBA uses phases, stockpiles, and waste dumps designs. The LOM plan was developed using MinePlan Schedule Optimizer (MPSO). The key constraints and objectives considered for the LOM are summarized as follows:  Starting date of LOM plan: January 1, 2023.  The ROM supply from NAL will be 4,200 tpd until the Authier Lithium project starts producing and transporting ROM ore.  Maximum annual mining capacity of 20 Mt.  Maximum bench sinking rate of eight (8) 10m benches per phase per year.  Maximum ore stockpiling capacity: o Low grade (LG, 0.60% Li2O to 0.80% Li2O) stockpile: 700,000 tonnes. o ROM pad (ROMPad) area (>0.80% Li2O): 300,000 tonnes.  It is considered that all ore is either: o dumped on the ROM Pad and rehandled for blending purposes to feed to the crusher. o stockpiled on the LG stockpile to be reclaimed later. As of June 30, 2024, there are no substantial changes to these constraints and objectives. North American Lithium DFS Technical Report Summary – Quebec, Canada 211 14. PROCESSING AND RECOVERY METHODS The recovery methods for the Project were established based on the existing plant, historical operational data, metallurgical testwork as described in Chapter 10, and equipment information from suppliers. Process improvements to the North American Lithium flowsheet are based on the operational and metallurgical reviews of the past process plant operation and testwork data. The work completed established the design basis of the plant, capital costs, and operating costs that were developed in this Feasibility Study. 14.1 PROCESS DESIGN CRITERIA After having been placed on care and maintenance in early 2019, NAL recently restarted concentrator operations in Q1 2023. The plant will initially process lithium-bearing pegmatite ore from the NAL mine. When the Authier mine comes into operation in 2025, the NAL concentrator will process a blend of ore from the NAL deposit and the Authier mine to produce a spodumene concentrate ranging in grade from 5.40 to 5.82% Li2O. The run of mine (ROM) ore from Authier will be transported to NAL and processed through the NAL mill during the 18 years of Authier mine operation. During the Authier life of mine (LOM), the NAL crushing plant will be fed based on a 33% Authier / 67% NAL blend ratio. Several process improvements were incorporated into the crushing plant and concentrator flowsheets in the past year with the objectives of increasing throughput and ensuring production of high quality spodumene concentrate. Modifications to the plant include:  Modifications to the dump pocket and installation of an apron feeder ahead of the primary crusher;  The 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.  The addition of a crushed ore storage dome to increase ore retention capacity. The crushed ore pile feeds the rod mill feed conveyor during periods of crushing circuit maintenance. The concentrator has achieved the targeted throughput of 3,800 tpd (rod mill feed) required to meet startup completion. Average production of 3900 tpd and availability in excess of 91% over the 3rd quarter was achieved. Only material from NAL has been processed in the mill. The concentrator already has the North American Lithium DFS Technical Report Summary – Quebec, Canada 212 operation permits for a throughput of 3,800 tpd and procedures for increasing their mill throughput operating authorization to a maximum of 4,500 tpd is underway. The current mass balance is based on nominal rod mill feed of 175 tph or 4,200 tpd. This will lead to a design production of 184,511 tpy (dry) of spodumene concentrate at 5.82% Li2O. In the first four years of operation, the plant targets a concentrate grade of 5.40% Li2O increasing in 2027 where it is planned to reach the design grade of 5.82%. Table 14-1 presents the summary of concentrate grades and recoveries over the LOM. Table 14-1 – Grade and recoveries over LOM Year Concentrate Grade (% Li2O) Recovery (% Li2O) 2023-2026 5.4 72.0 (Avg. NAL only and NAL/Authier blend) 2027-2042 5.8 66.3 Total (avg.) 5.7 67.4 Concentrate is trucked to Val-d’Or and then transloaded onto rail cars. From Val-d’Or, concentrate is railed to the Port of Québec, then off-loaded and stored prior to being loaded into sea vessels. At design condition, the crushing plant targets 1.557 Mtpy of ROM ore and the concentrator 1.426 Mtpy of ore, or the equivalent of a daily maximum throughput of 4,200 tpd rod mill feed at 93% availability. The optical sorters are targeted to reject approximately 131,707 tpy of material. The crushing circuit availability is 65%. At an average design crusher feed head grade of 1.04% Li2O, concentrate production is estimated at 184,511 tpy at 5.82 % Li2O, equivalent to 22.65 tph. The lithium recovery is estimated at 66.3%. Optical sorters are not yet performing to design with improvements still in progress. 14.2 PROCESS FLOWSHEET AND DESCRIPTION 14.2.1 Concentrator Production Schedule The mines are scheduled to produce an average rate of 4,588 tpd of blended ore, composed of 33% Authier ore and 67% NAL ore. The crushing and sorting area of the plant, which includes primary, secondary, and tertiary crushing and screening, as well as ore sorting, is designed to operate with an availability of 65%. From the crushed ore storage silo, 4,200 tpd at 93% plant availability are then fed to the concentrator, which includes grinding mills (one rod mill and one ball mill), desliming, magnetic separation and flotation circuits, which make up the concentrator portion of the plant. The concentrator operates on a 24-hour per day and 7 days per week basis.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 213 For the crushing plant and concentrator, operation crews work on the basis of 12-hour shifts. There are four shift crews rotating on a 7-day (on/off) schedule. The remaining process plant maintenance personnel work 8-hour shifts on a 5:2 (on/off) basis. 14.2.2 Concentrator Operating Design Parameters Table 14-2 presents an overview of the main design criteria factors employed. Table 14-2 – General process design criteria – concentrator Criterion Unit Value General Design Data Process Plant Operating Lifetime y 20 Crushing Plant Availability % 65 Crushing Operating Hours Per Year h 5,694 Concentrator Availability % 93 Concentrator Operating Hours Per Year h 8,147 Total ROM Mine Feed tpy 1,557,397 Total Concentrate Production tpy 184,511 Concentrate Design Grade % Li2O 5.82 Lithium Recovery Data Overall Crushing and Sorting Lithium Recovery (A) % 96.5 Ore Sorting Waste Rejection % 50.0 Desliming and WHIMS Lithium Recovery (B) % 88.5 Flotation Lithium Recovery (C) % 77.6 Overall Lithium Recovery (Concentrator) (A×B×C) % 66.3 Crushing Plant Feed ROM Dilution % 10.1 ROM Mine Grade (excluding dilution) % Li2O 1.15 ROM Mine Grade (including dilution) % Li2O 1.04 Feed Tonnage tph 274 Concentrator Feed Ore Feed to Rod Mill tph 175 Ore Feed to Rod Mill Per Year tpy 1,425,690 Rod Mill Feed Grade % Li2O 1.10 Concentrate Production Concentrate Production tph 22.65 Concentrate Grade (target) % Li2O 5.82 Concentrate Iron Content (target) % Fe < 1.00 Concentrate Humidity % H2O 8 North American Lithium DFS Technical Report Summary – Quebec, Canada 214 14.2.3 Concentrator Facilities Description The NAL process facilities are comprised of:  A crushing circuit, incorporating primary, secondary, and tertiary crushers with primary and secondary screens and ore sorting.  A grinding circuit, combining a rod mill in open circuit and a ball mill in closed circuit.  Attrition scrubbing and desliming.  Magnetic separation, combining a LIMS and two WHIMS in series.  A flotation circuit, which is comprised of rougher and scavenger cells, followed by three stages of cleaning. Figure 14-1 is a simplified process flow diagram of the concentrator facilities. The following sections describe the flowsheet in more detail. Figure 14-1 – Simplified process flowsheet – concentrator North American Lithium DFS Technical Report Summary – Quebec, Canada 215 14.2.3.1 Primary Crushing The primary crushing system includes an apron feeder to the jaw crusher. The apron feeder is sized at 6,100 mm × 1,219 mm for a daily throughput of 4,588 tpd. The crusher selection is based upon a feed size of 309 mm and a product (P80) of 94 mm, with an expected utilization of 65%. The jaw crusher is equipped with a 149 kW motor. 14.2.3.2 Secondary Crushing A two-deck vibrating screen, with a nominal feed size (F80) of 94 mm, receives the jaw crusher product. The top deck opening is 75 mm, and the bottom deck opening is 20 mm. The top deck oversize, with P80 of 119 mm, is directed to the primary ore sorter and the bottom deck oversize, with P80 of 59 mm, is directed to the two secondary ore sorters. The screen undersize, with P80 of 13 mm, will go directly to the tertiary crusher; the accepted material from the primary and secondary sorting will report to the secondary crusher. The primary and secondary ore sorters receive feed with a Li2O grade of 1.04%. All three sorters have a waste rejection estimated at 50% and will upgrade the ore to approximately 1.10% Li2O. The reject grade is estimated at 0.43% Li2O. As mentioned previously the ore-sorting system is still undergoing refinement to achieve these targets. The secondary cone crusher product (P80 of 24 mm) is fed to the secondary vibrating screen. The screen has three decks and divides the feed into an oversize that reports to the tertiary crusher, and undersize that is sent to the fine ore storage silo that supplies the grinding circuit. The tertiary short-head cone crusher reduces the feed from the screen oversize to a product size P80 of approximately 9 mm that is then sent to the fine ore storage silo. The crushing circuit lithium recovery, including sorting, is 95.6%. 14.2.3.3 Grinding The grinding circuit consists of an open-circuit rod mill followed by a ball mill in closed circuit with stack sizer screens. The rod mill has an installed power of 970 kW, reducing the feed from a P80 of 13,000 µm to 1,050 µm, with a nominal feed rate of 4,200 tpd. The product of the rod mill is sent to six stack sizer screens, which divide the stream into an oversized product having a P80 of 970 µm, which is discharged to the ball mill, and an undersized product having a P80 of 200 µm, which is discharged to desliming. The ball mill reduces the screen oversize and then sends the product back to the screens for classification. North American Lithium DFS Technical Report Summary – Quebec, Canada 216 14.2.3.4 Desliming and WHIMS Circuit The undersize from the grinding area screens is sent to the first stage of desliming, which consists of 17 operating cyclones plus two on stand-by. The overflow cut size (D50) of the cyclones is 10 µm. The cyclone underflow passes through an intermediate stage of attrition scrubbers to clean the mineral surfaces, before the second stage of desliming cyclones. There are six attrition scrubbers, each with a volume of 13 m3; the retention time is approximately 16 minutes with a nominal flowrate of 206 m3/h. The attrition scrubber discharge is processed in a LIMS unit to remove ball mill chips. By removing the ball mill chips, the risk of clogging the two WHIMS downstream is mitigated. A density meter is included to control the process water addition to the pump box feeding the LIMS. Slurry density is adjusted based on the incoming flow to ensure the LIMS is operated at its most efficient volumetric capacity. The feed is diluted to a slurry density of approximately 29% (w/w). One double-drum counter-rotation wet LIMS is in place to handle the throughput. Each unit provides a magnetic field strength of 950 gauss. The non-magnetic slurry stream from the LIMS reports to two identical 13,000 gauss WHIMS units in series, where iron- bearing silicate minerals is rejected to the magnetics stream. The magnetic waste stream from each WHIMS is sent directly to the tailings thickener. The non-magnetic concentrate is sent towards the second stage of desliming cyclones, which consists of eight operating cyclones plus two kept on stand-by. The cyclone overflow, at a target density of 2.85%, is returned to the first stage of desliming. The cyclone underflow proceeds to the flotation circuit at a solids density of approximately 55%. The lithium recovery is 88.5% from the desliming and WHIMS circuit. 14.2.3.5 Flotation Circuit The deslimed stream is conditioned in a high-density conditioning tank through intense mixing and the addition of chemical reagents. The retention time is 16.4 minutes with a nominal slurry flowrate of 176 m³/h. The conditioned ore is floated to produce a spodumene concentrate containing at least 5.82% Li2O after three stages of cleaning. A rougher dilution tank is used after the high-density conditioning tank dilutes the slurry to a solids density of 32% prior to entering the rougher cell bank, which consists of three 30 m3 tank cells. Rougher flotation is followed by scavenger flotation, consisting of three 30 m3 flotation cells. The concentrate is sent to a 3-stage flotation cleaning circuit. The rougher scavenger tailings will be collected in a pump box and pumped to the tailings cyclone. The first cleaners consist of 18 conventional, flotation cells, each with a capacity of 8.5 m3. A nominal slurry feed rate of 200 m3/h is fed through the first cleaners. The first cleaner concentrate reports to the second stage of the cleaning circuit. The first cleaner tailings is collected in a pump box and pumped to the tailings cyclone. The second cleaners consist of 13 conventional, flotation cells, each with a capacity of 5.1 m3. The tailings from the second stage cleaner circuit are recirculated to the first cleaners.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 217 The third cleaners consist of 19 conventional cells, each with a capacity of 2.8 m3. The tailings from the third bank are recycled to the second cleaner circuit. The concentrate grade is expected to be 5.82% Li2O. The recovery of lithium in the flotation circuit is estimated to be 77.6%. The third cleaner concentrate is sent to a concentrate storage tank, equipped with an agitator, where it is stored before it is dewatered using a belt filter, recovering a concentrate with a moisture content of approximately 8% by weight. The spodumene concentrate is sent to a concentrate storage dome prior to being loaded onto trucks and transported for sale. 14.2.3.6 Tailings Disposal and Management The tailings from the spodumene concentrator is collected in the final tailings tank prior to reporting to the tailings pond. The scavenger and first cleaner tailings are pumped to a dewatering cyclone. The dewatering cyclone underflow, containing 117 tph solids at a solids density of 48.9%, reports directly to the final tailings tank at a flow rate of 167 m3/h. The dewatering tailings cyclone overflow is combined with the first desliming cyclone residue, LIMS rejects and WHIMS rejects, and is pumped to an 18.3m diameter, steel-constructed thickener. The thickener underflow, containing 34.8 tph solids at a solids density of 50%, will be pumped to the final tailings tank at a flow rate of 47.7 m3/h. The tailings thickener overflow is returned to the process water tank. 14.2.3.7 Tailings Filtration (2025) Tailings from the final tailings tank are pumped to the agitated filter feed tank, which acts as a buffer between the lithium recovery process and the tailings filtration circuit. The slurry is then pumped to the tailings filter presses. The filtration plant consists of two recessed plate filter presses (one in operation, one on standby). The presses operate in a cycle consisting of filter closing and clamping, filter feed and compacting, blowing of the cake, cake discharge, and finally filter cleaning. The filters bring the moisture content of the filter cake below 15%. Filtrate and wash water are collected and pumped to a clarifier. Part of the clarifier overflow is sent to a buffer tank that feeds a multi-media filter to be re-used as filter wash water and gland seal water in a closed loop, while the excess is sent to the process water tank. The filter cake is dropped onto an underlying conveyor, sending the material to the tailings discharge conveyor. The discharge conveyor extends outside the plant building to stockpile the tailings. Tailings are then loaded onto trucks and transported to the dry tailings facility. 14.2.4 Concentrator Consumables The main consumables for the concentrator are the grinding media and liners for the two mills as well as the reagents used in the flotation circuit and thickener. North American Lithium DFS Technical Report Summary – Quebec, Canada 218 All process reagents are contained in a separate area within the process plant building to prevent any contamination of any surrounding areas in case of a spill. Safety showers are provided in the different reagent mixing and utilization areas in case of contact with the reagents. Grinding media will be stored in pits located indoors and near their points of use. The primary reagents used in the process include collector, dispersant, soda ash and flocculant. Consumption rates are mostly based upon results from flotation testwork. Table 14-3 and Table 14-4 list all reagents, media, areas of usage and their purpose. Table 14-3 – Concentrator reagents Reagent Area Use Consumption (tpy) Collector (Custofloat 7080) Rougher and Scavenger Flotation Collecting agent 1,118 Dispersant (F220) Attrition scrubber cleaner flotation (1st, 2nd, 3rd stages) Prevent fine particle aggregation 354 Soda ash (Na2CO3) High density conditioning tank pH control 181 Flocculant (Flomin 920) Thickener Flocculate solids to assist in solid/liquid separation 61 Table 14-4 – Grinding media Media Area Consumption (tpy) Rods (75 mm diameter) Rod mill 949 Balls (50 mm diameter) Ball mill 849 The collector reagent (Custofloat 7080) is delivered in 20 t tanker trucks. The collector is added to the high-density conditioning tank, the scavenger dilution tank and the third cleaners for use in the rougher and scavenger flotation circuits. The dispersant reagent (F220) is delivered in solid form in bulk bags of 600 kg. The dispersant is put in solution in the dispersant mixing tank. It is primarily added to the attrition scrubber and the second and third cleaners. The soda ash is delivered bulk in a powder form, unloaded to a storage silo. Two mixing tanks (one operating, one stand-by in alternance) produce a soda ash solution to be used for pH control in the high- density conditioning tank. The flocculant is received in solid form in 25 kg bags. The flocculant is first pre-mixed with fresh water in the flocculant mixing tank. The mixing tank is paired with a distribution tank that holds the pre-mixed solution. An in-line mixer is used to further dilute the flocculant solution prior to reaching the addition point. It is added to the tailings thickener feed box. North American Lithium DFS Technical Report Summary – Quebec, Canada 219 14.2.5 Concentrator Process Water The tailings thickener overflow is recovered and used as process water. Make-up water will be required to ensure the process plant requirement. For this study, the make-up water source is assumed to be returning from the tailings pond. 14.2.6 Concentrator Personnel A total of 86 employees are required in the concentrator (28 salaried staff and 58 hourly workers) assuming management, operations, and maintenance functions. Table 14-5 and North American Lithium DFS Technical Report Summary – Quebec, Canada 220 Table 14-6 present the salaried and the hourly manpower requirements, respectively, for the concentrator. These values are specified by NAL as their staffing plan for the plant restart. Table 14-5 – Concentrator salaried manpower Position Number of Employees General Manager 1 Chief Metallurgist 1 General Foreman 1 General Operations Foreman 1 Administrative Assistant 1 Supervisor – Operation 4 Supervisor – Mechanical 1 Supervisor – Electrical 1 Engineering and Operations Director 1 Optimization Director 1 Project and Improvement Coordinator 1 Engineering Coordinator 1 Technician – Metallurgy 1 Technician – Process 2 Engineer – Mechanical 1 Engineer – Electrical 1 Medium term Planning Engineer 1 Senior Mechanical Engineer 1 Senior Metallurgist 3 Plant Planner 1 Junior Engineer 1 Plant Technical Expert 1 Total – Salaried 28


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 221 Table 14-6 – Concentrator hourly manpower Position Number of Employees Control Room Operator 4 Crushing Operator 4 Crushing Operator Assistant 7 Grinding Operator 4 Grinding Utilities Operator 3 Flotation Operator 4 Flotation Operator Assistant 4 Concentrator Samplers 3 Mechanical Maintenance Lead 2 Mechanic 15 Electrical Technician 6 Building Maintenance Operator 1 Piping Operator 1 Total – Hourly 58 14.2.7 Utilities 14.2.7.1 Electricity The electricity to the concentrator is supplied by Hydro-Québec, a government owned and operated utility. 14.2.7.2 Fuel – Natural Gas The plant is currently heated with propane gas. A natural gas supply pipeline to the plant site was installed in 2014 by Énergir but the connection to the site has yet to be completed. The nominal natural gas consumption for heating the crusher building is 52,470 m3/month. The natural gas pipeline tie-in is possible with Énergir, a natural gas distributor in Québec, for an assured supply of 3,400 m3/h. This is the maximum that can be secured by the distribution system. Negotiations are currently underway to finalize this implementation. Peak winter loads are expected to exceed the assured supply. Énergir has indicated that they are investigating ways to expand the network’s capacity. Should the network expansion not materialize, peak loads could be satisfied by adding a LNG make-up system or by segregating loads and running part of the plant, especially heating, off the existing propane supply. North American Lithium DFS Technical Report Summary – Quebec, Canada 222 14.3 PRODUCTS AND RECOVERIES The NAL concentrator was restarted in Q1 2023 on NAL ore, with a 6-month ramp-up period to achieve the initial targeted throughput of 3,800 tpd (rod mill feed) and treating NAL ore which has now been achieved. The Authier mine is scheduled to come into operation in 2025, and the NAL concentrator will then process a blend of NAL ore and Authier ore. The concentrator already has the operation permits for a throughput of 3,800 tpd and procedures for increasing their mill throughput operating authorization to a maximum of 4,500 tpd is underway. The current mass balance is based on nominal rod mill feed of 175 tph or 4,200 tpd. This will lead to a design production of 184,511 tpy (dry) of spodumene concentrate at 5.82% Li2O. In the first four years of operation, the plant targets a concentrate grade of 5.40% Li2O and then, in 2027, it will reach the design grade of 5.82%. Table 14-7 presents the summary of concentrate grades and recoveries over the LOM. Table 14-7 – Grade and recoveries over LOM Year Concentrate Grade (% Li2O) Recovery (% Li2O) 2023-2026 5.4 72.0 (Avg. NAL only and NAL/Authier blend) 2027-2042 5.8 66.3 Total (avg.) 5.7 67.4 14.4 RECOMMENDATIONS Testwork on blended composite and variability samples was undertaken to support the DFS process design. Testwork has shown that metallurgical performance is strongly influenced by grind size, host rock type, and lithia and iron grades in the run-of-mine ore. For this reason, attention should be made to manage ROM feed grade fluctuations to allow stable operation of the process plant. The following should be considered:  Further metallurgical testwork are recommended such as: o Assessment of the impact of dilution and head grade on metallurgical performance. More detailed variability (Authier and NAL ore) testwork should be performed to produce a recovery model based on feed characteristics. o Mineralogy and liberation analysis should be completed around the flotation circuit to investigate potential optimization opportunities. North American Lithium DFS Technical Report Summary – Quebec, Canada 223  Testwork showed metallurgical performance is strongly sensitive to grind size. High attention should be given to the operation of crushing and grinding circuits to ensure optimal grind size is achieved.  The mine plan showed variability in iron content of the ROM material. An operational strategy should be developed for ore sorter and WHIMS operation to minimize lithium losses while attaining the desired concentrate quality.  Continue filtration testing to confirm the design of the tailings filtration plant. Optimize the filter plant layout based on the selected technology.  Review the marketability and pricing of lower spodumene concentrate grades.  Review the impact of lower spodumene concentrate grade targets on lithia recovery in the process plant, as a lower grade concentrate will assist efforts for increasing lithia recovery. North American Lithium DFS Technical Report Summary – Quebec, Canada 224 15. INFRASTRUCTURE The North American Lithium property is located 60km to the north of the city of Val-d’Or and 35km to the southeast of the city of Amos. The Project is readily accessible by the national highway and a high- quality rural road network. The current site infrastructure includes:  Open pit.  Processing plant and ROM ore pad.  Waste rock and overburden storage areas.  Conventional tailings pond (TSF-1).  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.  Water management infrastructures. Figure 15-1 shows the overall site layout and offers a general overhead view of existing and new infrastructure required to manage mine waste and impacted water. The figure represents the planned infrastructure at the end of the current life-of-mine plan.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 225 Figure 15-1 – NAL project site layout at end of life of mine 15.1 ACCESS ROADS 15.1.1 Public Roads The site can be accessed by existing public roads, Route 111, and Route du Lithium from the municipality of Barraute, 17.2km away, via chemin du Mont-Vidéo and Route du Lithium. From Route du Lithium, there are multiple small access roads that can lead into the pit area. These access roads have been blocked and their access will be controlled during blasting operations. North American Lithium DFS Technical Report Summary – Quebec, Canada 226 15.1.2 Site Roads Existing roads connect the various site service buildings and provide passage for heavy trucks between the pit, the crusher, the waste rock dumps, and the truck maintenance shop. 15.1.3 Private Radio Antenna A private radio antenna (telecom tower) is currently operated on an adjacent property (lot 6,242,657), located along and south of the Route du Lithium and northwest of the NAL mine site. The antenna is owned by Radio Nord Communications Inc. (RNC Media), which has legal surface rights for industrial activities through a public land lease contract with Ministry of Energy and Natural Resources (MERN, now MRNF). An agreement has been concluded between NAL and RNC Media in regard to the construction of infrastructures related to WRP-3. A segment of the peripheral drainage ditch, northwest of WRP-3, and a short access trail to basin BO-12, will encroach on the RNC Media site. The terms and conditions of the agreement include site access protocols, health and safety aspects, maintenance of infrastructures, and site restoration at the end of the life of mine (LOM). 15.1.4 Rail The main Canadian National (CN) railway line runs through Barraute, a CN section town, and passes approximately 11km to the north of the Property. A spur line serviced the Property during the period of historic production, but all tracks were removed after Québec Lithium Corporation ceased operations in 1965. The rail right-of-way has since become overgrown, but the rail bed is still in excellent shape. 15.2 ELECTRICAL POWER SUPPLY AND DISTRIBUTION 15.2.1 Site Electrical Utility Supply Power for the Project is taken at 120 kV from transmission line No. 1301, running between the Figuery and Val-d’Or substations, which is owned by the provincial utility company, Hydro Québec. This transmission line runs on the west side of the Project site and the spur feeding the plant is approximately 600m long. 15.2.2 Site Electrical Distribution The electrical power demand of the Project is approximately 11.4 MW. The plant's outdoor substation steps down the incoming voltage to 13.8 kV, which is used to power up the different transformers, all located indoors, further stepping down the voltage to 4.16 kV and 600 V, two voltage levels at which North American Lithium DFS Technical Report Summary – Quebec, Canada 227 process equipment is operated. Sayona Quebec is in the process of purchasing a new larger 120/13.8 kV transformer to meet future needs and improve reliability. The power distribution to the process equipment is through armored cables installed in cable trays. 15.2.3 Emergency Power Supply In the event of a power failure, emergency power for operating critical equipment is provided by a single 4.16 kV, 1,400 kW emergency stand-by generator. The generator is connected to the main 4.16 kV switchgear to back feed the 13.8 kV switchgear during emergency operations. This configuration allows emergency power to be routed to any load in the plant. All switching is done manually, with interlocks in place to prevent unsafe operations. 15.3 FUEL STORAGE There are two fuel stations at the site:  A gasoline station near the garage with a 2,359 L capacity tank dedicated to light vehicles.  A three-tank diesel station for heavy equipment located near the pit operations. The capacity of each tank is 50,000 L. 15.4 NATURAL GAS AND PROPANE Propane tanks are located in two areas on the site:  A station near the plant at the south side with two tanks of 2,000 L each. This station is used to heat a part of the plant.  A station on the west side of the plant with two tanks of 50,000 L each. This station is used to heat a part of the plant and the kiln when running. A 30km natural gas line was built while the Project was under CLQ; natural gas can be supplied from Énergir’s Abitibi network. The line runs to the site but the tie-in has not been done at this point. Énergir and Sayona are still in discussions on finalizing the connection with the site. The expected annual supply is 25.4 Mm3 at a delivery pressure of 490 kPa with the maximum flow limited to 3,400 m3/h in the wintertime. North American Lithium DFS Technical Report Summary – Quebec, Canada 228 15.5 WATER SUPPLY 15.5.1 Water Reclaim System The Project has no infrastructure in place to draw water from any external source for processing purposes. Groundwater and run-off from the mine pit will be recovered for use as fresh water in the process plant. Water from rain or other sources is recovered and sent to the TSF-1. Surface runoff from WRP-2 is sent to a distinct sedimentation basin. All water used in the concentrator is recycled internally or is reclaimed from the TSF-1, whose levels must be managed seasonally. 15.5.2 Water for Fire Protection Water for fire protection is stored in the lower section of the process water tank. Water pumps feed the process plant fire water ring main and also supply fire water hydrants at the mine garage and at the administration building. Exterior sections of the fire water piping are buried below the frost line to prevent freezing. 15.5.3 Potable Water Potable water is supplied by a contractor who is responsible for managing bottled water supplies. 15.5.4 Sewage and Waste A complete sewage water plant with two septic tanks (20 m3 and 10 m3) were installed at the west end of the main building in the summer of 2022. These units will treat the wastewater from the concentrator, the new dry house, the main building, and the garage. The drain water is being discharged into a septic field. 15.6 TAILINGS STORAGE 15.6.1 Tailings Management Strategy The restart of operations at the NAL site by Sayona Quebec includes utilizing the existing TSF-1 that has capacity to 2029 (after raising the embankment). Also, the previous NAL operators included a secondary transformation process to make lithium carbonate, which generated additional residues, and is not part of current plans. For TSF-2, Sayona Quebec has looked for a facility that can manage tailings produced at the concentrator and the possibility to store waste rock from the mine as well. The disposal strategy consists of using waste


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 229 rock to construct peripheral berms and peripheral roads, thus confining filtered tailings within the waste rock cell. The TSF-2 capacity can accommodate 25 years of production i.e. the remainder of the life of mine.. 15.6.2 Tailings Storage Facility No. 2 (TSF-2) The new facility will be located to the west of the current TSF-1. The chosen location was optimized by consultancy BBA to respect the maximum elevation constraints of 479 m, which required a slight modification to the original footprint proposed by Sayona Quebec. The volume of waste rock to be stored in the facility needed to be adjusted in consideration of the optimization of the pit shell and the maximum capacity of WRP-3. The proposed final layout of TSF-2 is shown in Figure 15-2, which also shows the original footprint overlain onto the final configuration. The original selection of the proposed location has been defined as per the following steps:  Analysis of site characteristics based on aerial photos, LIDAR information, and regional land use information, which includes the identification of existing infrastructure such as electric lines, roads, forestry domains, and natural water bodies.  Volumetric compliance for tailings and waste rock placement; and  Preliminary analysis of the environmental and social constraints of the selected deposition storage facility footprints. North American Lithium DFS Technical Report Summary – Quebec, Canada 230 Figure 15-2 – Tailings Storage Facility No. 2 (TSF-2) layout 15.6.2.1 Tailings Storage Facility Design The following standards and regulations were used for the design of the new TSF-2 and WRP-3, as well as all their related water management structures:  Directive 019 specific to the mining industry in Québec.  Metal and Diamond Mining Effluent Regulations (MDMER) in Canada.  Loi sur la sécurité des barrages (The Dam Safety Law applied in Québec) (LSB) and the associated regulation (RSB).  The Dam Safety Guideline produced by the Canadian Dam Association (2007).  Manuel de conception des ponceaux (MTQ, 2004).  Règlement sur la santé et la sécurité du travail dans les mines, Loi sur la santé et la sécurité du travail – Québec (2014) (Québec health and safety regulations).  The Québec and/or the Canadian Legal framework applied to the environment and water sectors. The typical cross-section of tailings and waste rock is presented in Figure 15-3. Berms will be built to confine tailings within the surrounding waste rock. North American Lithium DFS Technical Report Summary – Quebec, Canada 231 The deposition strategy for waste rock is planned to have sufficient available space in the cells to manage future tailings. Tailings will be transported by truck from the filter plant to the co-disposal storage facility. Figure 15-3 – General cross-section of the tailings and waste rock facility All the waste rock and filtered tailings will be contained in this co-disposal storage facility, which was designed with the following parameters:  Rock perimeter berm final crest (7m).  Final overall slope angle (2.5H:1V).  Height difference between tailings and waste rock (10m).  Ramp width, 12.0 m, or 20.1 m, depending on the mining truck to be used. This is to be defined at a later stage of the Project.  Access ramp maximum slope (10%).  Dry tailings density (1.6 t/m³).  Waste rock and tailings are considered NPAG and non-leachable.  In-place waste rock density in the waste pile (2.3 t/m3).  This pile has a footprint of approximately 90 ha and a maximum height of ±85 m. summarizes the total volumes of waste rock and filtered tailings to manage and the associated capacity of the co-disposal storage facility for the 20-year LOM. Waste rock quantities were obtained from information based on the LOM and mining plans. North American Lithium DFS Technical Report Summary – Quebec, Canada 232 Stability analysis has been performed in both static and pseudo-static conditions for three critical sections selected for the NAL facility, including:  Critical TSF-2 sections.  Waste rock and both tailings storage facilities water management basins BO-13 and BO-12 for both critical cut and dyke sections. A geotechnical campaign has been ongoing for all new waste rock, tailings, and water management infrastructures for the NAL site. Until the geotechnical work has been completed in detail, there is uncertainty in the design assumptions that could result in changes to the footprint, fill volumes, strength and cost. Based on the geotechnical campaign results completed in late 2022 / early 2023, the previously designed waste rock and overburden piles were analyzed, necessary modifications have been made to conform with the regulatory regulations. The validity of these assumptions needs to be addressed by the more recent geotechnical tests. An assessment of the proposed facility stability was conducted. The obtained factors of safety show that the stability of TSF-2 and basins BO-12 and BO-13 in the proposed configurations meet the design criteria specified in MERN (2017), now MRNF and Directive 019 (MDDEP 2012), now MELCCFP, within the context of this study. The handling of all waste material for TSF-2 is likely to be conducted using trucks. Filtered tailings will be transported from the filter plant to the TSF-2. The CAPEX and OPEX related to the transportation and disposal of waste rock and tailings have been included in the mining cost estimate. 15.6.3 Waste Rock Pile 3 and Overburden Stockpiles The mining site currently includes one existing waste rock storage area named Waste Rock Pile 2 (WRP-2) and will include an additional waste rock disposal area in the future (WRP-3). In the short term WRP-2 will need to be expanded to meet the LOM needs. The permitting process is currently ongoing for this expansion while the WRP-3 is in final approval. For overburden piles, the situation is similar. There is an existing pile nearby the open pit area named Overburden Pile 1 (OBP-1) and an additional pile (OBP-2) will be located near TSF-1. The Overburden Pile 1 will need to be expanded as well as the overburden quantity has increased with the DFS pit design. An issue of ferrous water leaching has emerged since its creation. More investigations are being carried out to control this water. This issue is included in the OBP-2 project. Geotechnical slope stability recommendations were provider by Golder. Current pile designs were adjusted according to the recommendations included in this report and the ongoing geotechnical campaign data. This report recommended subsequent additional site characterization to validate geotechnical parameters for waste rock pile 2 which are being addressed by the ongoing geotechnical


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 233 campaign. The geometry of the piles and design parameters could be modified according to the final results of this campaign. A swell factor of 30% was considered for waste rock and 20% for overburden material to calculate pile storage requirements. Note that these swell factors represent material once placed and consolidated on the pile. The waste rock material not used for construction will mainly be stored in two separate piles as well as in the TSF-2 dykes. The final raise for TSF-1 will also use waste material for its construction. Plan views of the waste rock and overburden piles are presented in Figure 15-4. The overburden material will be contained in the pile shown to the South-West of the pit in Figure 15-1. Overburden material will be stored in the actual pile located southwest of the pit (OBP-1) and in a second pile (OBP-2) which will be located on the north side of TSF-1. OBP-1 has been partially filled during previous operations and was adjusted to have 3m high benches and 3m berms, peaking at a maximum elevation of 445 m, which results in a remaining storage capacity of 0.8 Mm3 (considering end of March 2023 survey). The second overburden pile has a capacity of approximately 0.15 Mm3. As the total volume of overburden to be mined from the pit is approximately 3.9 Mm3 according to the geological model (including a swell factor of 20%), the exceeding volume will be used for progressive reclamation purposes or stored in WRP-3, in the case where there would be material left. Another option being considered is to expand the current OBP-1. Permitting requirements are currently being assessed for this expansion. The geological contact between rock and overburden precision does not allow for precise volume calculation which means the total overburden volume might be over-estimated. Whereas the required total storage capacity of approximately 83 Mm3 is required, permitting efforts continue to allow for the required storage. Many possibilities are currently being evaluated and permitted to increase the total waste storage capacity, notably a possible extension to WRP-2 and WRP-3, depending on the environmental constraints. North American Lithium DFS Technical Report Summary – Quebec, Canada 234 15.7 SITE WATER MANAGEMENT 15.7.1 Water Management Strategy The general water management strategy developed for the Project aims to:  Divert off-site, all non-contact water from non-perturbed areas surrounding the site.  Manage by draining, conveying, and containing runoff from surface infrastructure from the mill and waste (tailings and waste rock) management areas as well as underground water.  Recycle a maximum of the mine site water from runoff, process, and groundwater for water supply purposes.  For TSS sedimentation, retain water in ponds prior to treatment for release to the environment.  Treat all contaminated water before releasing it to the environment. The Water Management Plan (WMP) address the management of runoff water that has been in contact with the mine site as well as the clean water that flows through the Project site. The WMP update includes the tailings and waste rock storage facility runoff water, which represents a major addition in impacted surface area to the Project. Runoff water and underground water from the open pit are also collected. The domestic water is collected, and an appropriate treatment system is to be provided. In preparing the WMP, priority was given to minimizing the impacted areas that generate contact water, to reduce the water volumes that will be managed. On the other hand, reclaim of contact water is prioritized to maximize the re-utilization ratio. Particular consideration was given to water management based on watersheds. The WMP mitigates the volume of contact water inflows to be managed on-site by diverting clean water to the environment. 15.7.2 Watersheds The Project’s watersheds have been delineated to perform the design of ditches and basins. Figure 15-4 and Figure 15-5 show the watersheds of the mine site in their current and updated conditions. Topographic information was gathered from Données Québec. North American Lithium DFS Technical Report Summary – Quebec, Canada 235 Figure 15-4 – Project watersheds under present conditions 15.7.3 Basins and Ditches Design Criteria The design criteria applying to the ditches of TSF-2 and WRP-3 are presented below and are based on a design rainfall of a 100-year recurrence as per Directive 019. The discharge was increased by 18% to consider the impact of climate change:  Minimum depth (1.0m).  Minimum base width (1.0m).  Minimum freeboard (0.3m).  Minimum longitudinal slope (0.001 m/m).  Minimum velocity (0.5 m/s).  Lateral slopes are defined according to the natural terrain.  Riprap was defined according to water velocities observed at each ditch. North American Lithium DFS Technical Report Summary – Quebec, Canada 236 The design criteria applying to the storage capacity of the BO-13 water retention basin is the following: this basin must be capable of managing a 24 h rainfall with a recurrence of 100-year, combined with a 100-year recurrence snowmelt, as per Directive 019 (MDDELCC, 2012), given that the waste and tailings are not acid generating and not leachable. For basin BO-12, as it has been designed as a sedimentation basin, the design criteria are related to the residence time. The only contaminant targeted is the Total Suspended Solids (TSS) parameter. BO-12 should be capable of decanting soil particles of 0.1 mm diameter or higher for the 100-year, 24-hour, runoff event. The minimum hydraulic retention time has been established at 12 h. BO-13 and BO-12 are related to WRP#3. For water management basins where retaining structures are considered, an emergency spillway and exit channel must be able to safely discharge the most severe flooding event. This is the probable Maximum Flood (PMF) as specified in Directive 019. Furthermore, freeboard requirements are as stipulated by Directive 019 (section 2.9.3.1) and the CDA guidelines. At this stage of the Project, it is proposed that the dykes must be designed to have a freeboard of at least 1.0 m, measured between the impermeable dam crest, i.e. elevation of the membrane anchor and not that of the running course, and the maximum water level during the Environmental Design Flood (EDF) event. 15.7.4 Sediment Basins Based on the design criteria and the water management approach previously described, the environmental design flood was established. Two new basins, BO-12 and BO-13 will be required to manage runoff water from TSF-2 and WRP-3 areas; BO-13 has been designed with a storage capacity of 100,000 m³, while BO-12 has a capacity of 74,000 m³. As designed, these two additional basins will ensure compliance for the LOM of the newly developed areas. The BO-13 basin capacity has taken into consideration that during the spring melt period, 0.15 m³/s of water will be pumped from the basin to the process water basin for further management and treatment if required. Otherwise, water can be released to an associated effluent to the basin BO-13 if environmental criteria are met without additional chemical treatment than physical settling. Basin volumes will be attained partially through excavation and partially through the construction of dams. Dam height has been limited to roughly 6.0 m.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 237 Figure 15-5 – Project watersheds in updated conditions 15.7.5 Pumping System A total of three new pumping stations around TSF-2 are required over the life of the Project for runoff and exfiltration management: two at the south end and one at the north end of the facility. At each pumping point, a surge pump basin has been designed. All pumped water will be transferred to the BO-13 basin. The hydrotechnical parameters of the pumping basins are presented in Table 15-1. Table 15-1 – Typical dimensions of pumping basins Basin designation Basin Freeboard Pumping Pumping volume (m3) (m) Requirement (m³/s) Line Length (m) North 4,000 1 0.050 310 Southwest 7,200 1 0.080 1,270 Southeast 6,600 1 0.080 1,470 North American Lithium DFS Technical Report Summary – Quebec, Canada 238 15.7.6 Wastewater Treatment All solid waste coming from the NAL mine and mill are considered to be non-acid generating and non- leaching. As such, a conventional sedimentation and physical-chemical treatment approach can be considered for the treatment of TSS. A water treatment facility may be required for this Project depending upon the availability of spare capacity of the reverse-osmosis treatment system that is currently installed. An additional design capacity of 0.15 m3/s, assuming 24-h operation, with 90% availability has been estimated in the design of basin BO-13. This capacity is assumed to be available with the reverse osmosis (RO) unit currently in place. The reverse-osmosis treatment system was not evaluated as part of this study. BO-12 has been designed as a sedimentation basin for water management of WRP-3. As such, no additional treatment has been planned. However, in the event that the water quality does not meet the required effluent criteria, additional water treatment infrastructure would be required. Figure 15-6 – Flow Diagram at NAL site – current operating conditions North American Lithium DFS Technical Report Summary – Quebec, Canada 239 15.7.7 Climate Change Adaptation In general, the consequences of climate change represent a new risk that needs to be addressed in water management plans and for the design of the water management infrastructure, e.g., basins and ditches; mitigation and adaptation measures must be considered. The climate change risk was analyzed based on available scientific data, including recommendations put forward by the OURANOS consortium for the province of Québec. According to the simulations performed by OURANOS for the Abitibi region, assuming Val d’Or as a reference station, the projections (2041-2070 horizons) for climate change in terms of temperature increase and precipitation are based on a ‘high level of greenhouse gas emissions’ scenario (50th percentile) and shown in Table 15-2. Table 15-2 – OURANOS projections for temperature and precipitation Mean Temperature Projected variation (oC) Relative variation in Temperature Mean Precipitation Projected variation (mm) Relative variation (%) Annual +3.2 ( 02.0 ) 260 Annual +85 (900) 9.4 Winter +3.8 ( -14.0) 73 Winter +30 (161) 18.6 Spring +2.6 (01.4) 285 Spring +32 (188) 17.1 Summer +3.1 (16.3) 119 Summer -05 (295) -15.3 Autumn +2.9 (04.2) 169 Autumn +25 (261) 9.6 Note: variation is relative to the reference period 1981-2010 For the Project, the design for water collecting ditches has assumed an increase of 18% of the Intensity Duration-Frequency values that are available for the Amos weather station (Environment Canada). To manage the risk of an increase in runoff water volumes, the water treatment design capacity was increased by 10%. Also, to manage the risk, the mine pit was considered as a buffer in case of an extreme precipitation event beyond the design criteria. It is understood that during extreme events, the operations (in the pit) will be temporarily suspended. 15.7.8 Uncertainties The existing water treatment capacity (Reverse Osmosis) could be limited given that for the design of the new basins BO-12, BO-13, it was assumed that only TSS are the only potential contaminant. If the settlement capacities of BO-12 and BO-13 basins are not appropriate for finer TSS or for additional contaminants, use of some additives to enhance the settlement or use of auxiliary treatment units is recommended. Exfiltration of ferrous water coming from OBP-1 could require technological adjustments to control this water. Operational monitoring programs will detect this requirement and provide opportunity to take mitigating actions. North American Lithium DFS Technical Report Summary – Quebec, Canada 240 15.8 COMMUNICATIONS On-site communications consist of interconnected, pole-mounted fiber optic cables linking the various infrastructure buildings. The plant is equipped with communication fire wall protection, Ethernet switches and telephone server, Internet web server for the personnel’s computer network, and a camera server for monitoring the plant and operations. 15.9 SECURITY AND ACCESS POINT Site access is through a guard/security house located at the entrance to the site on the main access road. The guard house is a prefabricated building with separate entrance and exit doors. Parking bays for trucks and visitors’ reception are provided next to the guard house. 15.10 ON-SITE INFRASTRUCTURE 15.10.1 Non-mineral Waste Management General, green, and regulated waste will be sorted, stored, and disposed of according to the regulations and good practices. Bins are labelled for sorting. Two categories are defined: hazardous waste and non- hazardous waste. For the non-hazardous waste, recyclable materials are collected and sent to a subcontractor for recycling, while non-recyclable materials are sent to the landfill site. All categories of hazardous waste are collected by a licensed contractor and managed according to the regulations. 15.10.2 Explosives Magazines Two explosives magazines will be managed on-site by the explosives provider. The first is the cap magazine that will house priming explosives such as detonators, and the second explosive magazine will contain boosters and pre-shear explosives. The magazines are to be strategically located in a fenced and gated area just outside of the mine site. As the proposed main supplier of explosives is located in close proximity to the mine, magazine capacities will be kept at a minimum.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 241 15.10.3 Administration Office The administration building accommodates senior staff, including the general manager, human resources, health & safety, environment, geology, mining, procurement, and accounting, but excludes process plant personnel. In addition to the offices, the prefabricated wood frame building includes facilities such as lunchrooms, toilets, print rooms, conference rooms, etc. All workstations are provided with basic furnishings, internet, and telephone connections. Potable water is supplied to the kitchen and drinking fountains. Power outlets are provided in all rooms. 15.10.4 Mine Workshop The mine workshop is attached to the administration building and is a prefabricated structure, constructed of light steel, that was brought to site and erected. The garage has two service bays and a warehouse area, all of which are currently used by the mining contractor. Expansion plans have been prepared. 15.10.5 Process Plant Building The crushing building is a steel structure with an approximate surface of 300 m2 that houses a three-stage crushing circuit. The process plant building is a steel structured building with aluminum siding with an approximate surface area of just under 8,000 m2. The building, which has a height of about 26 m, houses the concentrator, including ball mill and rod mill, ore sorters, flotation, and WHIMS. There are dedicated areas for offices, a control room, and electrical room, as well as the analytical laboratory. The building has some overhead cranes for service and maintenance. A tailings filtration plant is located close to the tailings management facility (TMF). 15.10.6 Assay Lab The plant laboratories, metallurgical and analytical, are located inside the concentrator building. The metallurgical lab is fully equipped to operate bench scale flotation tests. The analytical laboratory is split into three sections, comprising a sample preparation room, a wet lab, and an instrument lab. The approximate surface area of each section is 49 m2. The analytical laboratory includes sample preparation equipment and analytical equipment, including ICP-EOS and Flame AA for elemental analyses. The analytical lab treats geological, grade control, and plant metallurgical samples. NAL owns the laboratories and all installed equipment. As described in Chapter 18, NAL sub-contracts the operation of the analytical lab to a specialized and certified contractor. North American Lithium DFS Technical Report Summary – Quebec, Canada 242 15.10.7 Filtration building The new filter plant will be located adjacent to the TSF-2. The filter plant will be designed to have the capacity to treat 164 tph of pegmatite ore tailings. A pipeline will connect the spodumene concentrator to the tailings filtration plant. The filter plant will include the following major equipment: one tailings filter feed tank, two 23.5m x 4.2m x 5.3m recessed plate filter presses, one filtrate tank, one filtrate clarifier, and one multimedia filter. North American Lithium DFS Technical Report Summary – Quebec, Canada 243 16. MARKET STUDIES AND CONTRACTS Portions of this section have been adapted from the “Lithium Forecast Report” prepared by Benchmark Materials for Sayona Quebec dated Quarter 2, 2024. The author believes that the information in this study is still relevant for this report. 16.1 MARKET BALANCE Lithium prices declined sharply in 2023, due to a combination of lower than expected EV sales, build-up of in-process inventories and rising supply, which created an oversupplied market. Furthermore, macroeconomic factors such as persistent inflation in several major economies and lower end-consumer confidence, fueled a negative sentiment in the market. In 2024, prices levelled off during the first half of the year. However, oversupply in China has been exerting continued downward pressure on prices. Forecast higher demand in the second half of the year, particularly in Q3, will establish support levels for prices. Overall, supply is projected to grow by 24% in 2024, while demand is expected to grow at a faster pace of 31% thereby creating a nearly-balanced market for the year. In 2025, prices are expected to remain subdued as an oversupplied market emerges from increasing supply in several countries. Although demand is projected to grow by approximately 23% in 2025, this increase will not be sufficient to counterbalance supply growth of nearly 32%, resulting in an oversupplied market of 121kt LCE. Electric vehicle (EV) sales in 2025 are anticipated to surpass the 23 million units mark for the first time, reflecting 27% year-on-year growth and representing nearly 5 million additional vehicles sold. As shown in Figure 16-1, the lithium market is projected to enter a deficit from 2030 onwards. From this point onwards there is an ever-growing deficit which will lead to either demand destruction or yet-to-be identified new supply coming online to bridge the supply gap. North American Lithium DFS Technical Report Summary – Quebec, Canada 244 Figure 16-1 – Lithium market balance forecast 2026 - 2040 It is forecast that the emerging deficit will push up lithium carbonate prices to a peak level in 2030 before prices retreat to the long-term incentive price by 2034. These prices will be sufficient to incentivize new supply to catch up with demand. 16.2 DEMAND FORECAST Global lithium demand is forecast to increase from 877kt LCE in 2023 to 1,147kt LCE in 2024. The largest growth in lithium demand is expected to come from EVs, with demand from this sector expected to grow by 32% to 788 kt LCE in 2024. There has been a large shift in the source of the battery-related lithium demand. In 2015, portables made up the largest share with 54% of the market demand, 34kt LCE. Over the last few years, this has shifted from 22% in 2020 to an expected 5% battery-related market share in 2024. EVs now have the majority share of lithium battery demand, and total lithium demand. In 2024 it is expected that they will have a 79% market share of lithium battery demand. This is up from 44% in 2015, and 73% in 2020. Glass & ceramics are expected to have the largest share of industrial lithium demand. Adding lithium lowers the melting point of the glass and can allow for the conservation of energy usage. It can also increase ceramic body strength and is used in glazes to brighten the color. The grade of lithium needed for industry is lower than that for batteries, being ~99% with battery grade tending to be >99.5% for lithium carbonate. Lithium demand is projected to reach 2.8 Mt LCE by 2030, representing a substantial increase of 172% (approximately 1.75Mt LCE) from 2024 levels. The primary catalyst for this growth is the burgeoning battery demand, driven by larger battery pack sizes and a significant rise in EV sales. This shift is markedly


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 245 increasing the market share of batteries compared to industrial demand. In 2020, battery demand constituted around 60% of total lithium demand. This dominance is anticipated to rise to 85% by 2024 and further to 95% from 2035 onwards. The penetration rate of electric vehicles is expected to accelerate significantly, growing from 22% in 2024 to nearly 49% by 2030. Looking further ahead, the EV penetration rate is forecasted to surpass three- quarters of the global total by 2040, with over 81 million vehicles sold, compared to 18 million this year. Despite lower-than-expected demand, EV sales this year are projected to rise by 4 million units compared to 2023. For 2025, a 31% increase in demand compared to 2024 is forecast. Consequently, a compound annual growth rate (CAGR) of 11% in lithium demand from 2024 to 2040 is forecasted. In addition to EVs, the Energy Storage System (ESS) sector is also expected to drive significant demand for lithium. This sector is forecast to more than double by 2030, although it will still only account for approximately 12% of total battery demand. 16.3 SUPPLY FORECAST In 2024, global lithium supply is expected to surpass 1 million tonnes LCE for the first time, with a forecast of 1.2Mt LCE in 2024. In 2024, 10 new projects and 7 expansions are forecast to come online, with total supply rising by 228kt LCE. The majority of new supply is expected to be from hard rock sources. Sinomine’s Bikita project is expected to have the largest growth in terms of LCE tonnage from 2023 – 2024. The project had a petalite expansion and spodumene line come online in 2023. Bikita’s production is forecast to be 66.5kt LCE in 2026, thereby making it Africa’s largest lithium-producing mine. In 2024, an expansion project at the Huaqiao Dagang Porcelain lepidolite mine will add 25kt LCE to annual production. The project is expected to produce 50kt LCE by 2027. Sigma’s Grota do Cirlio spodumene project in Brazil, is expected to ramp up in 2024 after starting operations in 2023. This project is forecasted to have its Phase 2 expansion operational by 2026, adding 67kt LCE of capacity. Zhejiang Huayou’s Arcadia project started operating in 2023 and is expected to ramp up to full production by 2027 to 45kt LCE. Arcadia is forecasted to be Zimbabwe’s second-largest-producing lithium mine in 2024, after Bikita. SQM’s Salar de Atacama, the second biggest lithium operation in the world after Greenbushes, is expected to increase output by 20kt LCE this year. In China, brine operations are concentrated in Qinghai province, with a few direct lithium extraction (DLE) projects under development in Tibet. Lithium chemical supply from brine is expected to grow from 100kt in 2024 to 193 kt LCE in 2028, accounting for 36% of total lithium supply from China. North American Lithium DFS Technical Report Summary – Quebec, Canada 246 Chinese producers have long relied on imported minerals, but domestic mined production is growing to meet the conversion demand. Overall mineral supply is forecast to reach 341kt LCE in 2028, representing a 139% increase from 2024. By 2028, mica production is expected to contribute 46% to the domestic lithium supply in China. 16.4 PRODUCT PRICING In 2021 Sayona Quebec and Piedmont Lithium entered into an offtake agreement where Piedmont holds the right to purchase the greater of 50% of spodumene concentrate for 113,000 tpa from North American Lithium at a floor price of $500 /t and a ceiling price of $900 /t (6.0% Li2O equivalent). For purposes of financial modeling and the Technical Report Summary sales from 2023 to 2026 are based on the greater of 113 kt of spodumene concentrate or 50% of spodumene concentrate sales at the Piedmont Lithium contract price and the remaining concentrate sales at BMI Q4 2024 spodumene market prices. From 2027 onwards, the entire concentrate sales are settled at BMI Q4 2024 spodumene market prices, given the ongoing efforts and high confidence in restructuring the current contract with Piedmont. In the event that the current offtake agreement continues past 2027, the operation generates substantial cashflows and a post-tax NPV (8%) of approximately CA$780m. For the contracted volume to Piedmont Lithium, a price of $810 USD/t (from the reference of $900 USD/t @ 6.0% Li2O to adjusted value of $810 USD/t assuming 5.4% Li2O and applied 10% price discount) assumed over 2023-26, while the remainder of the concentrate production uses market prices. From 2027 and beyond, Sayona Quebec is reverting back to market prices for the entire production as it seeks to pursue a lithium transformation project on-site, leveraging prior investments, in line with its commitments with the Government of Québec related to its acquisition of NAL. Forecast lithium product sale prices calculated by BMI are shown in Figure 16-2The average sale price of 6% spodumene concentrate is approximately US$1,860/t between 2026 and 2040. North American Lithium DFS Technical Report Summary – Quebec, Canada 247 Figure 16-2 – Lithium products price forecast 2026-2040 16.5 CONTRACT SALES Piedmont entered into a purchase agreement with Sayona Québec for the purchase of 50% of the production or 113,000 t (dry) of spodumene concentrate per year, containing 6.0% Li2O grade with less than 1.5% Fe2O3 (dry basis) and less than 12.0% total moisture. With regards to the remaining spodumene volume projected at 113,000 t (dry), Sayona Québec is currently exploring the most advantageous commercial options to commercialize its share of the spodumene production. 16.6 PACKAGING AND TRANSPORTATION Spodumene concentrate is bulked transported by truck from the NAL mill to a rail trans boarding facility in Val-d’Or were concentrate is transferred into mineral covered railcar gondolas and then shipped on CN’s mainline to the Québec City port. The total LOM transport and logistics costs are at $133.92 CAD/t transported (wet basis). 16.7 RISKS AND UNCERTAINTIES It is anticipated that starting in 2030, lithium supply is projected to fall short of demand. North American Lithium DFS Technical Report Summary – Quebec, Canada 248 17. ENVIRONMENTAL STUDIES, PERMITTING, SOCIAL OR COMMUNITY IMPACTS The Project is operational and all steps for obtaining the necessary permits from federal and provincial regulatory authorities have been completed to accommodate operations. Submissions for additional authorizations have also been sent to the concerned agencies for new infrastructure which will be required in the short and medium term. Strong planning of long-term development authorization is in progress to ensure continuous operation while site expansion. Over the past few years, several environmental studies were conducted, and regulatory monitoring of operations was instituted. Since the restart of operation, the site is staffed with a complete environmental team that ensure compliance, regulatory and site activities monitoring as per required. 17.1 ENVIRONMENTAL BASELINE AND IMPACT STUDIES 17.1.1 Physical Environment 17.1.1.1 Climate The Val-d’Or area experiences a subarctic continental sub-humid climate, characterized by short, cool summers and long, cold winters. The nearest weather monitoring station with data on climate normals maintained by Environment Canada (climat.meteo.gc.ca) is the Val D’or station, approximately 40km south of the Property. Data obtained from the Val-d’Or weather station, located 40km to the south, between 1991 and 2020 indicates that the average daily temperature for January was -16.3 °C and the daily average temperature in July was 17.7 °C. The record low during this period was -42.7 °C, and the record high was 36.1 °C. The total average annual precipitation at Val D’or is 868mm, with peak rainfall occurring during September (102mm average), July (101 mm average) and August (93mm average). Snowfall is light to moderate from October to April, with an annual average of 228 cm. 17.1.1.2 Topography The regional study zone is located in the physical geography unit of the region’s lower plateau, called the Bas-Plateau de l’Abitibi. The slightly hilly relief was molded and smoothed out somewhat by the introduction of thick clay deposits from the Ojibway-Barlow Lake vestiges. The site also has a few broken- up strips of rocky cliffs that cut across the clay plain, including Mont Vidéo, a hill that rises to 470m (m.a.s.l.). The other hills are between 420m and 450m high, and the lowlands have an average altitude of around 360 m.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 249 The Property contains small hills and is located at a mean elevation of 400 masl, but the topography is generally flat with swamps, sand plains and an esker along its edge. 17.1.1.3 Geology The study zone lies within the Superior Province of the Canadian Shield. The rocks in this zone date back to the Archean era. The batholith consists of several parallel dykes, ranging from pegmatite to spodumene, feldspar and quartz. These dykes are nearly 3km long and run northwest/southeast. They are present to a maximum depth of 260 m, are very continuous and contain a uniformly distributed spodumene mineralization. 17.1.1.4 Geomorphology The glacial footprint of the existing landscape is the one left by the last glacier in the region, nearly 9,000 years ago. A key feature of the last deglaciation in Abitibi-Témiscamingue is the development of the Harricana till. This till delineates the convergence of the Hudson and the Nouveau-Québec glaciers. Several major fluvio-glacial deposits, e.g., eskers and spreads, emerged during the glacial retreat. The local study zone is essentially characterized by the presence of a continuous cover till, generally over 1m in thickness, over the pit and the mining complex. The existing till has an average permeability and can be considered a discontinuous aquifer, enabling the flow of groundwater. 17.1.1.5 Hydrography Three lakes – Roy, Legendre and Lortie – are the main bodies of water near the Project, as shown in Figure 17-1 Lac Lortie, located north of the planned pit, is an isolated lake with no surface outlet. The Hydrological Atlas of Canada indicates that it drains northwest, into the Landrienne River basin. The Harricana till is located at the Continental Divide, between the waters flowing towards the Landrienne River, a Harricana River tributary, and the Barraute Stream, a Laflamme River tributary. The Project is located at the head of the sub-watersheds of the Laflamme, Fiedmont and Landrienne Rivers. The concentrator and tailings site are in the Fiedmont River sub-basin, the area of waste rock accumulation is in the Landrienne River basin, and the pit is at the intersection of the three sub- watersheds. North American Lithium DFS Technical Report Summary – Quebec, Canada 250 Figure 17-1 – Location of lakes around NAL operations 17.1.1.6 Background Surface Water Quality As part of the Environmental and Social Impact Assessment (ESIA), two characterization campaigns of the surface water and sediment quality were conducted in 2009 and 2010. The quality of the surface water of the three local lakes and three nameless streams was analyzed and compared to known quality criteria. Globally, the environmental protection criteria for the analyzed substances were rarely exceeded. Some North American Lithium DFS Technical Report Summary – Quebec, Canada 251 exceedances have been observed for fluoride, total phosphorus, pH, aluminum, iron, manganese, and mercury. Carried out by the site environmental team, a surface water monitoring program is done yearly to ensure continuous monitoring of surface water quality around the site. Background Sediment Quality The stations for which a sediment quality analysis was performed are the same as those used for the water quality assessments. The substances analyzed in the sediments include metals and organic compounds, such as oils, greases, and aliphatic hydrocarbons (C10–C50). The second campaign also included an analysis of polychlorinated biphenyls (PCBs). The Lac Lortie station contains more aluminum, lithium, potassium, sodium, and zinc than other stations. Petroleum hydrocarbons were detected but no PCBs were detected. Some exceedances of criteria have been observed for cadmium, arsenic, mercury, lead, and zinc. 17.1.1.7 Hydrogeology Approximately twenty borings were initially used to identify the hydrogeological properties of the rock and establish site piezometry. Two surveys were also conducted in the superficial deposits north of Lac Lortie. The surveys performed on the site identified different hydrogeological units, based on sectors. A horizon of waste matter (i.e. tailings and waste rock) from prior mining activities lies north of the pit. The flow of groundwater into the superficial deposits and the rock occurs in several directions, primarily following the topography. Within the mining complex zone, groundwater flows east and south, however flow is southwards adjacent to the tailings site. In the pit area, which is at a higher elevation, the water flows in all directions. Importantly, no hydraulic connection was identified between Lac Lortie and the aquifers in the pit zone. There is no overall catchment structure near the study zone. Moreover, there are no reported shafts over a 1km radius around the local study zone. There are individual catchment structures at the edge of Lac Legendre as well as in the Mont Vidéo sector. However, the planned mining facilities are located beyond the minimum regulatory distances that must be complied with to ensure the protection of existing catchment structures. 17.1.1.8 Groundwater Quality The quality of the groundwater is very good and only two exceedances of criteria for iron and nickel have been observed in ESIA baseline studies. Groundwater monitoring is performed on a regulatory basis, twice a year, covering the whole site area. With a few exceptions, the groundwater on the property is of the calcic bicarbonate type, representative of water in the recharge zone. North American Lithium DFS Technical Report Summary – Quebec, Canada 252 17.1.2 Biological Environment 17.1.2.1 Vegetation The regional study zone is located within the western balsam fir-yellow birch bioclimatic domain. The forest landscape is dominated by stands of pine and white spruce, intermingling with white birch trees. The regional study zone includes several open environments, e.g., farmer’s fields, non-forest wetlands, recent logging areas, etc., but is nonetheless primarily comprised of forest. Conifer stands predominate, followed by mixed stands. Hardwood or deciduous stands are less frequent and consist almost solely of young stands or trees undergoing regeneration. The numerous disturbances of the late ‘70s, e.g., epidemics, logging, plantations, and windfall, all resulted in major occurrences of these types of stands. According to the Centre de données sur le patrimoine naturel du Québec (CDPNQ), the sector concerned by the Project does not include any plant species designated as threatened, vulnerable or likely to be thus designated. Any special-status species have been observed in the ESIA baseline studies. The sector contains no exceptional forest ecosystems (EFEs), forest stands with a phytosociological interest or biological refuges. Furthermore, the past few years have seen considerable logging activity. 17.1.2.2 Wetlands There are numerous forest wetlands in the deciduous or mixed stands, or in areas where trees were recently felled. These zones are characterized by hydric and sub-hydric drainage. The area also has non- forest wetlands consisting of alder groves and stripped wetlands. 17.1.2.3 Aquatic Fauna 17.1.2.3.1 Fish fauna and aquatic habitats Overall, the quality of the fish habitats is very poor, which is due to the homogeneity of the aquatic habitats, very low flow rates that are intermittent or below ground with numerous obstacles preventing fish. According to the Ministère des Resources naturelles et des Forêts (MRNF formerly MERN), there may be up to 49 fish species in the Abitibi-Témiscamingue watercourses; with 15 of these species having already been identified in the sectors surrounding the Operation. Through samplings, nine species of fish were confirmed as present in the inventoried bodies of water, specifically lake cisco, brook stickleback, lake whitefish, goldeye, monkfish, white sucker, pearl dace, brook trout and yellow perch. In addition to the species identified, the MRNF noted the presence of three other species in the area’s lakes; they are the brown bullhead (Ameiurus nebulosus), the northern pike (Esox lucius) and the walleye (Sander vitreus), which are all found in Lac Legendre. None of these species has a special status, be it provincial or federal.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 253 17.1.2.3.2 Herpetofauna The various inventories conducted made it possible to confirm the presence of three amphibian species: the green frog (Lithobates clamitans), wood frog (Lithobates sylvaticus) and American toad (Anaxyrus americanus). However, two of the reptiles which have special status: the wood turtle (Glyptemys insculpta) and the common snapping turtle (Chelydra serpentina) have not been observed. 17.1.2.3.3 Avian fauna Avian fauna inventories were conducted as part of the ESIA to specifically establish the possible presence of special-status species. While the targeted special-status species were not observed (the short-eared owl (Asio flammeus), the olive-sided flycatcher (Contopus borealis), the rusty blackbird (Euphagus carolinus) and the bobolink (Dolichonyx oryzivorus)), other such species were identified in the study zone. These species, which could be designated threatened or vulnerable, are the Canada warbler (Wilsonia canadensis) and the common nighthawk (Chordeiles minor). 17.1.2.3.4 Mammals The local study zone could be a habitat for a wide variety of mammals. The large animals most likely to be found are the moose (Alces americanus) and the brown bear (Ursus americanus). The presence of white-tailed deer (Odocoileus virginianus) is unlikely. The site zone potentially includes 13 species of small mammals and five species of bats, five of which could be designated threatened or vulnerable. The small mammals in this latter group are the rock vole (Microtus chrotorrhinus) and the southern bog lemming (Synaptomys cooperi), while the bats are the silver-haired bat (Lasionycteris noctivagans), the eastern red bat (Lasiurus borealis) and the hoary bat (Lasiurus cinereus). While the sub-sections for the different animal groups indicate the possible presence of a few special- status species, the information obtained from the CDPNQ reveals that no threatened or vulnerable faunal species, or faunal species likely to be designated as such, were identified in the site zone. 17.1.3 Social Considerations 17.1.3.1 Territory Use The Operation is situated in the administrative region of Abitibi Témiscamingue (08), within the boundaries of the Abitibi RCM. All planned mining infrastructure for the Operation are within the municipality of La Corne. The lands included in the regional study zone mostly comprise Crown land, hence a territory under the administrative responsibility of the MRNF. In addition, the public territory of the regional study zone is North American Lithium DFS Technical Report Summary – Quebec, Canada 254 comprised of Category III lands under the James Bay and Northern Québec Agreement (JBNQA). This means that the First Nations people in the territory retain fishing, hunting, and trapping rights, without being subject to permitting requirements, catch limits or specific periods, during which these activities are allowed, all contingent on any potential conservation principles. Of the nine major land uses for the territory identified in the Abitibi RCM’s territory development and activities plan (SAD), eight concern the regional study zone:  agriculture,  forestry,  agroforestry,  agricultural,  urban,  recreational,  conservation, and  resorts. Most of the territory in the regional and local study zones are part of a zone designated for forestry use. In the local study zone, there is a recreational use zone around Lac Roy and Lac Lortie as well as Mont Vidéo. It is interesting to note that a zone for resorts is located on the shores of Lac Legendre. 17.1.3.2 Development and Activities As regards the major activities included in the SAD, the Abitibi RCM wants to ensure available space for the development of various types of industries, while protecting the existing environment and activities. The need to minimize the impact of mining activities on nearby sectors, protect the aquifers, including those of the Harricana till, ensure adequate protection for the various natural environments and their elements of interest, and promote the integrated enhancement of forest resources should be highlighted. 17.1.3.3 Land Use The three municipalities included in the regional study zone are characterized by a low land use density. The residential environment is concentrated in urban sectors, all of which are less than 15km from the Project site. There are no landholdings on the planned site of the Project infrastructure. However, two groupings of private, resort-type homes are located nearby at Lac Legendre and Mont Vidéo. 17.1.3.4 Public Utilities Infrastructure With respect to transport infrastructure, the regional sector includes a section of provincial route 111, which links Val-d’Or and Amos (blue line in Figure 17-2), and runs through La Corne. Two regional routes also pass through the zone: route 386, between Landrienne and Amos(purple line in Figure 17-2), and North American Lithium DFS Technical Report Summary – Quebec, Canada 255 route 397, between Barraute and Val-d’Or (red line in Figure 17-2). The Abitibi RCM’s electricity network is managed by Hydro-Québec and a 120 kV power line crosses the site. Figure 17-2 – Provincial and regional routes around NAL operations North American Lithium DFS Technical Report Summary – Quebec, Canada 256 The recreational or leisure network includes numerous snowmobile trails and a few quad trails, which are currently being developed. The Abitibi RCM’s electricity network is managed by Hydro-Québec and a 120 kV power line crosses the site. 17.1.3.5 Recreation and Tourism Activities The Centre de plein air du Mont-Vidéo, an outdoor recreation center, is located approximately 2km to the east of the Project. This complex includes a downhill skiing center, snowshoe, and cross-country ski trails, hiking and mountain bike trails, a campsite with a beach on the shore of Lac Roy and a number of summer camps. Fishing and hunting, in turn, are regularly practiced throughout the region. 17.1.3.6 Forestry and Agricultural Activities Selected areas of Crown land within the regional study zone are subject to forest logging rights, i.e., guarantee of supply. The study zone is included in the common area of UAF 084-51 and 086-51. The primary holders of forest rights in these areas are two companies: Matériaux Blanchet Inc. and Scierie Landrienne Inc. As for the agricultural activities in the study zone, these are mainly concentrated in the urban regions near Landrienne, La Corne and Barraute. There are no agricultural zones designated as protected under the Act respecting the preservation of agricultural land and agricultural activities on the site dedicated to Project infrastructure. 17.1.3.7 Aboriginal Populations The Project site is situated at the boundary of the First Nations communities of Lac Simon and Pikogan. 17.1.3.8 Archeological and Heritage Potential While there are no known archeological sites within the boundaries of the regional study zone, two studies on the area’s archeological potential have been carried out, with the goal being to adequately evaluate the probability of prehistorical and historical human occupation. These studies indicated the presence of two 25m shorelines encircling Lac Roy and Lac Lortie having a strong archeological potential. Current plans do not include any structures in these particular zones. There is no specific potential in any other part of the site.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 257 17.2 PROJECT PERMITTING Sayona has restarted mining and ore treatment at NAL in accordance with existing approvals by provincial and federal authorities. The concentrator has approval for throughput of 4,500 tpd. At the federal level, the impact study of the initial work was carried out through the Canadian Environment Assessment Agency (“CEAA”) under the Canadian Environmental Assessment Act. The CEAA issued a Study Report in February 2018. Authorization process was completed in 2022. At the provincial level, permits have been obtained for most project components. Some original permits were transferred to North American Lithium following acquisition of the site in 2017. Sayona acquired the rights on NAL, including all permits and authorizations following acquisition in 2021. 17.2.1 Ministry of Environment, Fight Against Climate Change, Fauna, and Parks (MELCCFP) Existing permits  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. Ongoing permitting activities The permitting process is well advanced for additional Project components or modification of existing authorizations:  Waste rock dump no. 3, including modification to water management and access road.  Extension of waste rock dump no. 2.  These permits are expected to be obtained in 2024. Storage on authorized waste dumps will be carried out until obtainment of new waste dump permit. North American Lithium DFS Technical Report Summary – Quebec, Canada 258  The permitting process is ongoing for additional Project components or modification of existing authorization, including: o Tailings management area no. 1 increase storage capacity, expected in 2025. o Pit extension approval within mining lease expected in 2025. o Tailings management area no. 2. The permit is not required before the end of 2027 and final approval is expected in 2027. o The permitting process is about to start for the low-grade pile, new water basin. The final approval is expected in 2027. 17.2.2 Ministry of Natural Resources and Forests (MRNF) - Lands Sector Various land occupation leases have been obtained from MRNF, including the leases for the industrial sector, the current waste stockpile #2, including the proposed extension, and the waste stockpile #3. 17.2.3 Ministry of Natural Resources and Forests (MRNF) - Forestry Sector Permits for tree cutting will be required for new infrastructures development such as tailings facilities no.2 or pit extension and obtained as request by the site development project timing. 17.2.4 Department of Fisheries and Oceans of Canada (DFO) Due to federal regulation changes, request for approval by the Department of Fisheries and Oceans of Canada (DFO) has been approved in December 2022. Any changes to the Project that could increase the total impact on fish habitats will require a modification to existing DFO approval. In order to allow the extension of certain infrastructures such as the waste dump #2, new requests for modifications to the DFO are in progress and will be received in the coming weeks. 17.3 OTHER ENVIRONMENTAL CONCERNS 17.3.1 Waste Rock, Tailings and Water Management In 2012, a geochemical characterization of a combined tailings sample, i.e., tailings from spodumene concentrate production and tailings from lithium carbonate production, was carried out by Golder Associates. Metals content measurements, static Acid Rock Drainage (ARD) testing and Metals Leaching (ML) static testing have been carried out on solid samples and the liquid fraction of tailings pulp. The results showed that combined tailings are not ARD. However, leaching tests and liquid fraction analysis showed that low pH as well as copper, lithium, zinc, sodium, and sulphate concentrations could be a concern. Therefore, a liner has been installed under tailings management area no. 1. North American Lithium DFS Technical Report Summary – Quebec, Canada 259 At the end of 2017 and the beginning of 2018, only seven samples of tailings produced from spodumene concentrate production had been analyzed. The results showed that tailings from spodumene concentrate production are neither ARD, nor ML. Whereas the geochemical test was previously relevant, it no longer represents the tailings management approach going forward. The current plan is to have only spodumene tailings. The geochemical characteristics of these tailings need to be evaluated on their own. This would remain consistent, going forward, even if carbonate tailings are to be produced at some point. The plan would be to keep such tailings separate from the spodumene tailings. Tests on waste rock were conducted as part of a geochemical study performed by Golder Consulting. A total of 65 samples from six different overburden areas were analyzed for their metal contents, ARD potential, and ML potential. A complementary geochemical study was conducted at Unité de Recherche et de Service en Technologie Minérales (URSTM) in 2013. Column testing was also carried out on four samples representing the main waste rock lithologies. Results from the geochemical studies showed that waste rock is neither ARD, nor ML; therefore, no special requirements are required by the Ministère de l’Environnement, de la Lutte contre les changements climatiques, de la Faune et des Parcs (MELCCFP formerly MELCC) for stockpiling and water management. In fact, the MELCCFP also allows use of waste rock for construction purposes, e.g., road, lay-down areas, etc. 17.3.2 Regulatory Context 17.3.2.1 Provincial Procedure for Environmental Impact Assessment The Project is subject to Québec’s Environment Quality Act (EQA, c. Q-2). Under this act, projects requiring environmental impact studies are identified in the Regulation Respecting Environmental Impact Assessment and Review (Q-2, r. 23). At the time that the Project was authorized, only mining projects having an ore processing capacity of over 7,000 tpd were subject to the provincial impact assessment procedure. Although this regulation has since been revised and stipulates that mining projects at an ore processing capacity at or above 2,000 tpd (section no. 8) are now subject to this procedure, the Project has already been authorized by the Québec government and its expansion does not make it subject to the environmental impact assessment procedure, except if the project trigger an increase of more than 50% of authorized area. Other new permits will be required (see Section 0). North American Lithium DFS Technical Report Summary – Quebec, Canada 260 17.3.2.2 Federal Procedure for Environmental Impact Assessment The impact study of the initial project was submitted in February 2013 to the Canadian Environment Assessment Agency (CEAA) under the Canadian Environmental Assessment Act (S.C. 1992, c. 37). The CEAA issued a Study Report in February 2018 presenting the Agency requirements for atmospheric environment, water quality, fish and fish habitats, birds, and bird habitats as well as traditional land and resources use. As per the Physical Activities Regulations (SOR/2019-285), the Project would be subjected to the new Impact Assessment Act (S.C. 2019, c. 28, s. 1) procedure if the expansion of the Project results in an increase in the area of mining operations of 50% or more and the total ore input capacity reaches 5,000 t/day or more after the expansion. Both conditions have to be triggered to be subjected to this procedure. An increase of less than 50% of industrial capacity even if the capacity exceeds 5000 tpd will not trigger the federal procedure. Thus, with an authorized capacity of 4500 tpd (current authorized capacity), an increase of less than 6,750 tpd will not trigger the federal process. 17.3.2.3 Laws and Regulations for Environmental Impact Assessment The Project is subject to a number of provincial, federal and, in some cases, municipal regulations. Main laws and regulations that are applicable are listed in Table 17-1. Table 17-1 – Provincial and federal acts and regulations Acts and Regulations Provincial Environment Quality Act (c. Q-2) Regulation respecting the application of section 32 of the Environmental Quality Act (Q-2, r. 2) Regulation respecting the supervision of activities with respect to their impact on the environment (Q-2, r. 17.1) Regulation respecting the application of the Environment Quality Act (Q-2, r. 3) Regulation respecting the regulatory scheme applying to activities on the basis of their environmental impact (Q-2, r.23.1) Design code of a storm water management system eligible for a declaration of compliance (Q-2, r.9.01) Clean Air Regulation (Q-2, r. 4.1) Regulation respecting the operation of industrial establishments (Q-2, r. 26.1) Snow, Road Salt and Abrasives Management Regulation (Q-2, r. 28.2) Regulation respecting pits and quarries (Q-2, r. 7) Regulation respecting the declaration of water withdrawals (Q-2, r. 14) Regulation respecting mandatory reporting of certain emissions of contaminants into the atmosphere (Q-2, r. 15) Regulation respecting halocarbons (Q-2, r. 29) Regulation respecting hazardous materials (Q-2, r. 32) Regulation respecting the reclamation of residual materials (Q-2, r.49) Regulation respecting activities in wetlands, bodies of water and sensitive areas (Q-2, r.0.1) Protection policy for lakeshores, riverbanks, littoral Zones and floodplains (Q-2, r. 35) Water withdrawal and protection regulation (Q-2, r. 35.2) Land protection and rehabilitation regulation (Q-2, r. 37) Regulation respecting the charges payable for the use of water (Q-2, r. 42.1) Directive 019 sur l’industrie minière (2012)


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 261 Acts and Regulations Protection and rehabilitation of contaminated sites policy (1998) Mining Act (c. M-13.1) Regulation respecting mineral substances other than petroleum, natural gas and brine (M-13.1, r. 2) Threatened or Vulnerable Species Act (c. E-12.01) Regulation respecting threatened or vulnerable wildlife species and their habitats (E-12.01, r. 2) Regulation respecting threatened or vulnerable plant species and their habitats (E-12.01, r. 3) Compensation Measures for the Carrying out of Projects Affecting Wetlands or Bodies of Water Act (M-11.4) Act respecting the conservation of wetlands and bodies of water (2017, chapter 14; Bill 132) Watercourses Act (c. R-13) Regulation respecting the water property in the domain of the State (R-13, r. 1) Conservation and Development of Wildlife Act (c. C-61.1) Regulation respecting wildlife habitats (C-61.1, r. 18) Act respecting the lands in the domain of the state (c. T-8.1) Regulation respecting the sale, lease and granting of immovable rights on lands in the domain of the State (c. T-8.1, r. 7) Sustainable Forest Development Act (c. A-18.1) Regulation respecting the sustainable development of forests in the domain of the State (c. A-18.1, r. 0.01) Regulation respecting forestry permits (c. A-18.1, r. 8.) Building Act (c. B-1.1) Safety Code (B-1.1, r. 3) Construction Code (B-1.1, r. 2) Explosives Act (c. E-22) Regulation under the Act respecting explosives (E-22, r. 1) Cultural Heritage Act (c. P-9.002) Occupational Health and Safety Act (c. S-2.1) Regulation respecting occupational health and safety in mines (S-2.1, r. 14) Highway Safety Code (c. C-24.2) Transportation of Dangerous Substances Regulation (c. 24.2, r. 43) Federal Impact Assessment Act (S.C. 2019, c. 28, s. 1) Physical Activities Regulations (SOR/2019-285) Designated Classes of Projects Order (SOR/2019-323) Information and Management of Time Limits Regulations (SOR/2019-283) Fisheries Act (R.S.C., 1985, c. F-14) Authorizations Concerning Fish and Fish Habitat Protection Regulations (SOR/2019-286); Metal Mining Effluent Regulations (SOR/2002-222) Canadian Environmental Protection Act (S.C. 1999, c. 33) PCB Regulations (SOR/2008-273) Environmental Emergency Regulations, 2019 (SOR/2019-51); Federal Halocarbon Regulations (SOR/2003-289) National Pollutant Release Inventory Species at Risk Act (S.C. 2002, c. 29) Canadian Wildlife Act (R.S.C., 1985, c. W-9) Wildlife Area Regulations (C.R.C., c. 1609) Migratory Birds Convention Act, 1994 (S.C. 1994, c. 22) Migratory Birds Regulations (C.R.C., c. 1035) Nuclear Safety and Control Act (S.C., 1997, c. 9) General Nuclear Safety and Control Regulations (SOR/2000-202) Nuclear Substances and Radiation Devices Regulations (SOR/2000-207) Hazardous Products Act (R.S.C., 1985, c. H-3) Explosives Act (R.S.C., 1985, c. E-17) Transportation of Dangerous Goods Act (1992) Transportation of Dangerous Goods Regulations (SOR/2001-286) North American Lithium DFS Technical Report Summary – Quebec, Canada 262 17.4 SOCIAL AND COMMUNITY IMPACTS 17.4.1 Consultation Activities A public communication and consultation program was developed by the Project at the onset of exploration in 2009. The consultation component consisted of two separate phases; the first one being to provide regional representatives, as well as the general population, with information on the Project, and to invite them to share their concerns and expectations. The next step, which took place from January to May 2010, consisted of 18 meetings with stakeholders from various groups, i.e., representatives from the government, municipalities, the Council of the Abitibiwinni First Nation of Pikogan, recreational and tourism groups, and the general public. The second phase of the consultation program was held to notify stakeholders of the Project’s progress and to learn more about regional concerns and expectations. This second phase was carried out between October 2010 and March 2011. Thirty or so meetings were held with 27 stakeholder groups and, more specifically, representatives from governments, municipalities, the councils of the Abitibiwinni First Nation of Pikogan and the Anishnabe First Nation of Lac Simon, recreational and tourism groups, local and regional development agencies, environmental groups, and the public. The stakeholders’ concerns were considered during Project planning. Continuous communication is in place with main stakeholders of the project such as La Corne municipality and First Nations. A working group with 5 citizens from Lac Legendre, the nearest residential area, have been put in place in 2024 to discuss preoccupation about noise, vibration and water quality. 17.4.2 Monitoring Committee The consultation process notably prompted various changes in the Project. It also resulted in the creation, in 2011, of a permanent monitoring committee comprised of Abitibi RCM citizens, regional representatives and representatives from the First Nation communities concerned; this committee aimed to ensure follow-up during the Project’s construction, operations and closing phases. The committee held its first meeting on November 15, 2011, and met regularly thereafter. Its mission is to act as a liaison between the population and the Project, and thereby favor the maximization of local spin-offs, prevent any possible problems and resolve any emerging issues. The committee also sought to promote a discussion of all questions or problems regarding the Project and its operations with an actual or potential major impact on the community or the living environment. In this regard, it has served as a tool for easily identifying possible social issues associated with the Project. It also encourages community members, interest groups and other stakeholders to ask questions, discuss their concerns and share their preoccupations as these arise. Over 15 meetings have been held since 2012. Discussions resumed in 2017 with the Lac-Simon and Pikogan communities for the ratification of an Impact Benefit Agreement (IBA). Several initiatives are planned to maximize socioeconomic benefits for all stakeholders. North American Lithium DFS Technical Report Summary – Quebec, Canada 263 Monitoring committee was resumed by Sayona in 2022 with all the stakeholders including First Nations. Four (4) meetings per year are held to discuss and inform stakeholder about the operation, environmental performance and addressing stakeholder preoccupation 17.5 MINE CLOSURE AND RECLAMATION PLAN As per the provisions of Section 232.1 of the Mining Act (R.S.Q., c.M-13.1), any entity that engages in mining exploration activities must submit a restoration plan for its mining site. The restoration plan must be prepared according to the specific requirements of the MRNF’s document Guidelines for preparing a mining site rehabilitation plan and general mining site rehabilitation requirements. Since then, there have been amendments to the Regulation respecting mineral substances other than petroleum, natural gas, and brine (R.S.R.Q. section M-13.1, r.2). The regulation amendment, which came into force on July 23, 2013, has a direct impact on the calculations for the financial guarantee and payment of the contribution to this guarantee for site restoration once the mining activities have ceased. The mining company must foresee the costs of restoring the entire site, as well as the costs associated with the closing and rehabilitation of the mining site, necessary for securing the area and returning it to a condition that is deemed compatible with its environment and that satisfies the expectations of the community and the government departments involved. A closure plan has been sent to MRNF at the beginning of December 2022. Since then, several exchanges have been made between the NAL team and the ministry and it is anticipated that the closure plan will be accepted, which will ensure that an update of the financial provision will be made. Currently, the amount assessed for closure is CA$36.5m. The main measures for restoring the mining site will include:  Stabilizing the natural water level, following the end of the pumping activities in the pit, at an elevation of around 410 m, which will transform the pit into a body of water.  Seeding the slope of the overburden over the entire perimeter of the pit.  Building a raised trench to prevent access to the pit.  Dismantling the infrastructure of the tailings site, e.g., power line, barge, conduits.  Reconfiguring the tailings site spillway so as to accommodate a freshet of 1:1,000 as well as the progressive flow of the runoff, based on the capacity, for receiving this flow, of the watercourses.  Comprehensive revegetation of the accumulation sites, i.e., tailings and waste rock, by spreading a layer of overburden and then covering it with topsoil before seeding.  Revegetation of the overburden dumps by covering them with topsoil before seeding.  For all ponds, breaching the dam and then filling with topsoil before seeding.  Demolition and removal of all buildings and other surface infrastructure, including power lines, pipelines, etc.  Levelling of the process plant area and landscaping to restore the natural drainage system. North American Lithium DFS Technical Report Summary – Quebec, Canada 264  Revegetation of the process plant area by scarification, then covering it with topsoil before seeding.  Management of the matter generated during the dismantling of the facilities, by applying the principles of reduction, reuse, recycling, and reclamation and, if necessary, elimination of matter at authorized sites, according to the degree of contamination.  Execution of a land characterization study to identify the presence of contaminants with concentrations in excess of regulatory values and taking the necessary measures, in compliance with the provisions of the Environment Quality Act and the Land Protection and Rehabilitation Regulation.  Scarification of the roads built by NAL as part of the mining activities, restoring of the natural drainage and seeding. Some of the restoration works will be carried out during the mining operations, with the balance done at the end of the mine life. The implementation of the proposed environmental monitoring program will allow for demonstrating that the restoration works have achieved their goals. 17.5.1 Financial Commitment for Mine Closure As part of approvals for the site restoration plan, the MRNF issued to the previous owners of the Project a schedule for providing the financial guarantees (i.e. closure bond, needed to cover the cost of closure). As of June 20, 2014, the total commitment was estimated by MRNF at $25,608,740. Sayona Quebec has already filled the guarantee fund for the total estimated cost.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 265 18. CAPITAL AND OPERATING COSTS The Project capital and operating costs in this study center around the addition of new infrastructure such as additional dry stack tailings facilities, basins, ditches, and various roads to the existing North American Lithium (NAL) facilities. These additions are required to achieve the production of approximately 190,000 tpa of spodumene concentrate. This chapter summarizes the capital and operating cost estimates related to the Project installations. 18.1 SUMMARY OF CAPITAL COST ESTIMATE For the original DFS, Sayona Quebec engaged BBA to provide estimates supporting various cost portions of the Project and integrate those prepared by Sayona Quebec. Contributions are listed below (Table 18-1). All costs in Canadian dollar (CAD or $). Table 18-1 – Capital cost estimate contributors Scope / Responsibility Contributor(s) Concentrator – Incurred and Forecasted CAPEX BBA Infrastructure – Estimated CAPEX BBA Water Management and Treatment Facilities BBA Tailings Management Facilities (TMF) BBA Owner’s Costs Sayona Quebec The total estimated capital cost (+/-20%) of the Project facilities is estimated at $363.5M which includes a provision of $35M for closure and rehabilitation activities. These costs are stated in constant dollars as of February 2023. This section describes the methodologies and basis for the preparation of the capital cost estimate for the pre-production costs (CAPEX). A breakdown of the capital expenditures is shown in Table 18-2 with LOM capital expenditure in annual increments shown in Table 18-3. Table 18-2 – Capital costs summary by major area ($M CAD) Cost Item CapEx ($M) Mining Equipment 105.6 Dry Stack Mobile Equipment 19.6 Pre-Approved Projects 26.9 Tailings Filtration Plant and Access Roads 80.6 Various Civil Infrastructure 37.6 Tailings Storage Facilities 53.4 Truck Shop Expansion 4.9 Reclamation & Closure 34.9 Total CAPEX 363.5 North American Lithium DFS Technical Report Summary – Quebec, Canada 266 Table 18-3 – Capital costs over LOM ($M CAD) CAPEX in $M CAD Total 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 Mine 109.9 6.3 4.4 0.0 0.4 70.4 2.0 0.0 0.2 0.3 2.3 1.5 8.3 8.2 0.3 0.3 3.0 0.8 1.1 0.0 Concentrator 218.7 72.0 51.3 31.5 11.8 6.0 8.0 0.1 9.8 2.3 6.1 5.7 0.0 2.4 0.0 3.7 1.9 2.3 3.7 0.1 Closure Cost 34.9 34.9 Total 363.5 78.3 55.7 31.5 12.2 76.4 10.0 0.1 10.0 2.6 8.4 7.2 8.3 10.6 0.3 4.0 4.9 3.1 4.8 0.1 34.9 North American Lithium DFS Technical Report Summary – Quebec, Canada 267 18.2 MINE CAPITAL EXPENDITURE 18.2.1 Mine Equipment Capital Cost Since the operation of the mine will be contracted out for the first 4 years, most of the mining equipment will be bought in year five. The capital costs incurred within the first 4 years amount to $6.9M and consist of a wheel loader for ore re-handling at crusher, a hydraulic excavator for waste stripping, clearing, and grubbing as well as spare parts. The remaining capital costs amount to $98.7M and consist of mine equipment purchases and replacement, mine dewatering and other minor expenses. In addition to the mining fleet, the dry stacked tailings require transportation of dry tailings using a fleet consisting of:  Two articulated trucks.  One wheel loader.  One track type tractor.  Other: skid steer, pick-up truck, and tower lights. 18.2.2 Mine Development Capital There is no capital expenditure expected for mine development given that all the preproduction costs for mine development have already been spent prior to the publication of this Technical Report Summary. 18.3 PLANT CAPITAL EXPENDITURE There is no capital expenditure expected for the processing plant given that all the preproduction costs for processing have already been spent prior to the publication of this Technical Report Summary. 18.4 INFRASTRUCTURE CAPITAL COST 18.4.1 Pre-Approved Projects At the time of writing this report, the plant commissioning is complete and ramp-up in production to 3,800tpd is underway. As planned, some elements of the Project approved by Sayona Quebec as part of the NAL restart continue beyond the start of operations. These projects include the following:  Construction and commissioning of the crushed ore dome.  Additional main substation transformer.  Miscellaneous refurbishing activities. North American Lithium DFS Technical Report Summary – Quebec, Canada 268 The estimated value for these projects is inclusive of direct, indirect, related owner’s costs, pre- operational verification, commissioning, operational readiness, and contingencies. 18.4.2 Estimated Projects A class 3 capital cost estimate according to AACE International was prepared for the tailings filtration plant as well as for the tailings and waste rock storage facilities additions and expansions. The estimating methodology applied for the development of these cost estimates is described herein. The truck shop expansion capital cost estimate is based on a reference project for a similar facility. 18.4.3 Direct Costs Direct costs incorporate all equipment, material and labor costs associated with the physical construction of the permanent facilities, and include:  Purchase and installation of bulk materials.  Construction labor.  Scaffolding.  Contractors’ temporary construction facilities, power, and water.  General construction equipment, e.g., cranes, excavators, man lifts, tools, etc.  Contractors’ labor, including overhead and profit. 18.4.3.1 Mechanical Equipment Budgetary pricing was obtained for all major mechanical equipment supply. Installation hours were estimated based on estimator experience from previous projects and engineering input. 18.4.3.2 Bulk Materials Bulk material estimates were developed from commodity descriptions and engineering generated material take-offs (MTOs). 18.4.3.3 Site Preparation, Earthworks, Roadworks, and Drainage The estimates for earthworks and roadworks were prepared on the following basis:  The existing site drainage system is assumed to have adequate capacity to handle any increases in flow rates resulting from the actual planned work. Other drainage infrastructure is to be constructed to account for additional waste dumps, pads, and haul road runoff. Their construction will be sequenced in phases.  Site soils are assumed to be non-contaminated.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 269 18.4.3.4 Concrete The estimates for concrete works were prepared on the following basis:  The foundation quantities were calculated based on current knowledge of loads and layout information.  Equipment foundations were estimated based on descriptions from loads and dimensions supplied by engineering.  Quantities were grouped by foundation elements such as piers, footings, slabs, walls, etc.  The unit cost of all concrete includes costs for rebar, formwork installation/stripping, embedded metals, and finishing. Man-hours for placement and formation of concrete elements were based on quotes and previously obtained information for projects of a similar nature and concrete structure, i.e., slab on grade, footing, elevated slab, etc. 18.4.3.5 Steel work The estimates for structural steel and miscellaneous steel work and rework were prepared on the following basis:  Steel quantities were grouped by steel member density classifications, i.e., industry standard light, medium and heavy categories, as well as quantities for handrail, grating, stairs, etc.  Steel quantities include an allowance for connection to structural members, i.e., bolts, lifting lugs, etc. The structural steel unit costs include material supply, connection design, detailing, fabrication, surface treatment, painting, coating, and delivery to site. In recent times the steel price has continued a downward trend from the highs of 2021 and is therefore not considered a material risk as has been the case in past projects. Steel work erection man-hours were based on quotes and historical data from projects of a similar nature. North American Lithium DFS Technical Report Summary – Quebec, Canada 270 18.4.3.6 Architectural The estimates for architectural components were prepared on the following basis:  Architectural quantities were grouped by commodity, (i.e.: roofing, siding, partitions, door counts, heating, and lighting, etc.).  Architectural quantities include costs for flashing, joint sealing, wall/roof openings, etc. Quantities for siding and roofing were based on engineering calculations. Costs of all architectural elements were priced using a database of recent historical costs and recent budgetary quotes. 18.4.3.7 Piping The estimates for piping works were prepared on the following basis:  Pricing was based on recent budgetary quotations for supply of pipe and estimator experience for field installation man-hours.  Pricing and installation man-hours were based on medium complexity piping lines, which included an average number of fittings per length of pipe.  Estimators provided allowances for valves, painting, tie-ins, flushing and testing of lines.  Pipe insulation was priced using a database of recent historical costs as well as recent budgetary quotes. 18.4.3.8 Electrical The estimates for electrical works were prepared on the following basis:  Pricing was based on recent budgetary prices for the supply of electrical equipment as well as all cables.  Cable tray pricing was based on recent budgetary prices and historical installation man-hours.  Field installation man-hours were estimated from recent projects in Québec and compared against recognized industry standards. 18.4.3.9 Instrumentation and Controls The estimates for instrumentation and controls were prepared on the following basis:  Pricing was based on recent budgetary prices for the supply of instrumentation equipment as well as all cables.  Field installation man-hours were estimated from recent projects in Québec and compared against recognized industry standards. North American Lithium DFS Technical Report Summary – Quebec, Canada 271 18.4.3.10 Pricing Sources Pricing came from one of the following categories:  Bid contract proposals.  Fixed price quotations for equipment.  Budgetary quotations from reputable sellers.  Database of historical data.  Allowance: estimator-generated with engineering feedback. 18.4.3.11 Design Growth Design growth is development in engineering quantities in the detailed engineering (FEL-4) phase of a project and is seen in virtually every project during execution. Table 18-4 shows the quantity growth factors applied to the engineered quantities. Table 18-4 – Design growth Discipline Design Growth Excavation volumes 15% Backfill volumes 20% Concrete 7.5% Structural Steel 10% Piping 10% Instrument Wire and Cable 15% 18.4.3.12 Labor Direct field labor is a combination of the skilled and unskilled labor required to install permanent equipment and bulk materials on site. Direct field installation man-hours were developed using estimated unit man-hours for each commodity, multiplied by the final quantity. Adjustments to standard man-hours were made using productivity factors to reflect the specific conditions at the Project site, such as climate, physical extent of the site, working schedule, industrial environment, etc. Two different labor rates per discipline were considered in response to the mix of greenfield and brownfield works at the site. The ‘all-in’ labor rates used in the estimate were calculated from first principles based on Québec collective agreements ending in 2025. The base labor rates reflect 50 working hours per week, based on 10 hours per day and 5 days per week. The base labor rates included the following wage-related components:  Base wage rates. North American Lithium DFS Technical Report Summary – Quebec, Canada 272  Medical, vacation benefits.  Pension. In addition, the following contractor overhead costs were included in the all-inclusive labor rate:  Small tools and consumables.  General construction equipment (man lifts, boom trucks).  Safety.  Travel costs.  Contractor’s home office costs.  Site office operations.  Contractors’ site supervision.  Contractors’ overhead and profit. A combined crew rate was developed to account for a 50-hour work week: 10 h/d and 5 d/wk. The all- inclusive construction labor rates are listed in Table 18-5. Table 18-5 – Labor rate summary (Phase 2) Discipline Rates ($) Civil Works $205.20 Concrete Works = Formworks + Reinforcement + Concrete $135.90 Structural Works = Unload + Shake out / Erect + Plumb $173.15 Architectural $134.80 Mechanical $163.45 Piping $154.70 Insulation $127.90 Electrical $143.70 Automation and Telecommunications $138.05 Average $154.20 18.4.3.13 Labor Productivity The Project is considered to have both a greenfield and a brownfield component, with the greenfield man- hours being reflective of typical northeastern Canada productivity. The brownfield man-hours calculation was a result of the baseline hours multiplied by a corresponding productivity loss factor reflecting the increased complexity. Contractor non-direct labor, such as site supervisory and field support staff, is included in the indirect portion of the all-inclusive labor rate. Table 18-6 summarizes the greenfield and brownfield labor productivities used for the estimate.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 273 Table 18-6 – Labor productivity factors (Phase 2) Activity Productivity loss factor Site Development 1.2 Concrete Works 1.3 Structural Elements 1.3 Architectural Finishes 1.3 Mechanical Components 1.3 Piping and Fittings 1.4 Electrical 1.3 Process Control 1.3 Multidisciplinary 1.3 18.4.4 Indirect Costs 18.4.4.1 EPCM Costs for EPCM services were factored, a value of 18% was applied for the filtration plant while a value of 10% was applied for the tailings, waste stockpile and water management infrastructure. 18.4.4.2 Temporary Site Costs Construction infrastructure requirements are considered mostly already existing on-site and, as such, a minimal allowance of 2% of direct costs was applied for temporary site installations. 18.4.4.3 Commissioning Services Commissioning services include the costs for testing the quality and conformance of final product deliverables. An allowance was made for the personnel required for this activity and was estimated at 3.5% of equipment supply cost. 18.4.4.4 Vendor Representatives / Technical Assistance A vendor representation and technical assistance cost allowance, to provide technical support during the commissioning of major equipment, was based on 1.5% of equipment supply costs. 18.4.4.5 Commissioning Spare Parts Commissioning spare parts are usually included in a list from the client. In this case, no list was provided; therefore, an allowance of 1.5% of equipment costs. North American Lithium DFS Technical Report Summary – Quebec, Canada 274 18.4.4.6 First Fills An allowance for the first fills was made for all major and secondary equipment. This includes costs for reagents, oils, and consumables to achieve inventory levels for start-up operations. This cost was estimated at 1% of equipment costs. 18.4.4.7 Freight The freight costs for all equipment from a vendor’s warehouse to site are included as a percentage of the total equipment cost. This was evaluated at 12% of equipment costs, based on the remote location of the site. 18.4.4.8 Owner’s Costs Owner’s costs are normally provided by the Owner. In the absence of this information, these costs have been estimated as being 2% of direct costs, which is to cover the Owner’s project management team, plus their expenses during the execution phase. 18.4.4.9 Project Contingency An allowance of 15% of direct and indirect costs was applied for contingency. For the filtration plant this represents $9.6M, while it represents $2.5M for the tailings, waste rock and water management infrastructure. 18.4.4.10 Exclusions The following items are considered excluded from the capital cost estimate:  Escalation beyond estimate base date.  Taxes and duties.  Schedule acceleration or schedule extension costs.  Schedule delays and associated costs, such as those caused by: o Unexpected site conditions. o Unidentified ground conditions.  Development fees and approval costs of statutory authorities.  Cost of any disruption to normal operations.  Foreign currency changes from Project exchange rates.  Working and sustaining capital.  Force majeure.  Permits, i.e., construction and environmental.  Event risk.  Operator management fees. North American Lithium DFS Technical Report Summary – Quebec, Canada 275  Costs associated with third party delays.  Changes in laws and regulations.  Soil decontamination and disposal costs.  Technology fees, if any. 18.4.5 Closure and Rehabilitation Closure and rehabilitation costs include a post-closure monitoring/inspection program, engineering, contracts, supervision, reporting, removal of Project infrastructure, (i.e., ponds, buildings, electrical poles, tanks, roads, etc.), and site restoration activities as per the Project site restoration plan submitted to governmental agencies. Reclamation and closure costs for the Project have been evaluated to be $34.9M. 18.5 SUMMARY OF OPERATING COST ESTIMATE The operating cost estimate was based on Q1 2023 assumptions. The estimate has an accuracy of ±15- 15% and does not include any contingency. Mining, process, and tailings management are generally itemized in detail; however, General and Administration (G&A) items, such as training, are calculated estimates and have been included as an allowance. Many items of the operating cost estimate are based on firm supply quotations, budgetary quotations, NAL supplied costs and allowances based on in-house data. The overall estimate combined inputs from BBA and Sayona Quebec. Costs are based on the mineral reserve estimate and LOM plan, presented in chapters 15 and 16 respectively. All mine site staff and administration personnel will work 10-hour shifts on a 4 on / 3 off basis. Contracted mine operations will work 12-hour shifts. For the processing plant, operations crews will work two 12- hour shifts. There will be four shift crews rotating on a 7 on / 7 off schedule. The most process plant maintenance personnel will work 8-hour shifts on a 5 on / 2 off basis. North American Lithium DFS Technical Report Summary – Quebec, Canada 276 Table 18-7 – NAL operating costs per year ($M CAD) Operating Costs - $M CAD To ta l 20 23 20 24 20 25 20 26 20 27 20 28 20 29 20 30 20 31 20 32 20 33 20 34 20 35 20 36 20 37 20 38 20 39 20 40 20 41 20 42 Ore from Authier 1120.0 0.0 0.0 30.3 63.1 71.0 64.8 64.6 64.6 64.7 63.6 62.8 63.5 63.2 62.8 65.2 63.4 62.9 63.0 62.8 63.5 Mining Costs 956.1 79.1 86.0 95.9 71.5 67.8 52.7 52.5 57.5 53.6 37.8 42.4 39.7 33.6 33.0 34.9 25.8 30.4 29.7 21.0 11.0 Processing Costs 829.2 26.6 43.9 42.2 42.3 47.2 42.1 42.4 42.7 42.6 42.5 41.7 42.2 41.7 41.4 42.6 41.4 41.8 41.2 41.1 39.5 SG&A 394.7 17.4 19.9 19.9 19.9 19.9 19.9 19.9 19.9 19.9 19.9 19.9 19.9 19.9 19.9 19.9 19.9 19.9 19.9 19.9 19.9 Water Treatment 8.6 0.2 0.5 0.4 0.4 0.5 0.4 0.4 0.4 0.4 0.4 0.4 0.4 0.4 0.4 0.4 0.4 0.4 0.4 0.4 0.4 Tailing 79.1 0.0 0.0 2.2 4.4 5.0 4.5 4.5 4.5 4.5 4.5 4.5 4.5 4.5 4.5 4.5 4.5 4.5 4.5 4.5 4.5 Total 3387.7 123.3 150.3 190.9 201.6 211.4 184.4 184.3 189.6 185.7 168.7 171.7 170.2 163.3 162.0 167.5 155.4 159.9 158.7 149.7 138.8


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 277 18.6 MINE OPERATING COST The mine operating costs are based on the mineral reserves estimate and LOM plan, presented respectively in Chapters 12 and 13. General rates used in the estimate are summarized in Table 18-8. The mine operating expenditures (OPEX) has been estimated based on current contract mining costs at the site for the first 4 years of operations. In 2027, Sayona Quebec will purchase a mining fleet to begin an owner-operated operation for the remaining LOM. The LOM OPEX has been estimated based on suppliers’ quotes and/or an internal and historical data. Table 18-9 presents the unit mine OPEX over the LOM. Table 18-8 – General rate assumptions Factor Unit Value Mining (Tonnes Ex-pit) – LOM Mt 201.0 Mining (Ore Tonnes Ex-pit) – LOM Mt 21.6 Plant Initial Capacity (Rod Mill Feed) tpd 3,800 Plant Final Capacity (rod mill feed) tpd 4,200 Mine Life year 20 Total Mill Feed Tonnage Including Authier Mt 31.0 LOM Concentrate Production Mt 3.8 Exchange Rate US:CAD 0.75 Electricity $/kWh 0.053 Diesel Fuel $/L 1.16 Table 18-9 – Mine operating costs OPEX $/t Ex-Pit (CAD) Mining Contractor * 1.52 Reclaim (ROM Pad only) 0.20 Equipment (parts, repairs, tires and GET tools) 0.84 Fuel 0.56 Salaries 0.97 Blasting 0.34 Services (dewatering, road maintenance, rentals, etc.) 0.32 Total Mine Operating Cost $4.75 *Cost per tonne provided on total LOM Ex-Pit tonne The mine operating costs are presented in 2023 constant dollars. Over the LOM it is anticipated that approximately 116.6 ML of diesel fuel, 6.9 ML/y on average, will be consumed by the mining fleet. North American Lithium DFS Technical Report Summary – Quebec, Canada 278 The mining contractor is responsible for providing all personnel for mine operations, maintenance, and related supervision during the first 4 years of operation. The mine personnel will peak at around 121 employees in Year 2030 with an owner-operated fleet, due to longer haulage distances, which increases the number of trucks. 18.7 PLANT OPERATING COST The operating cost estimate for the concentrator includes all expenses incurred to operate the processing plant over the 20 years of production at a design crusher throughput of 4,588 tpd, which is the estimated capacity for operation. The design feed to the concentrator rod mill is 4,200 tpd or 175 tph at 93% plant availability. The concentrator operating costs are based on the mine plan, as described in Chapter 13, and are estimated to be $837.2M over a mine life of approximately 20 years. It is expected that 31 Mt of ore (21.7 Mt of ore from NAL and 9.3 Mt ore from Authier) will be processed during this time, producing approximately 3.8 Mt of spodumene concentrate. The average operating cost of the concentrator over the life of the mine is estimated to be $27.00/t of ore crushed ($220.26/t concentrate). A breakdown of the concentrator operating costs is contained in Table 18-10 and Figure 18-1. Water treatment costs include the treatment of process water by multimedia filters. Treatment costs for water released to the environment are not included in the concentrator operating costs. Table 18-10 – Concentrator operating costs Sector LOM ($M) Average Annual ($M) Cost per Tonne Crushed ($/t) Cost per Tonne Concentrate ($/t) Concentrator OPEX (%) Reagents 156.5 7.9 5.05 41.16 18.7% Consumables 126.3 6.4 4.07 33.23 15.1% Grinding Media 89.6 4.5 2.89 23.57 10.7% Personnel 283.6 14.3 9.15 74.63 33.9% Staff and Labour 269.2 13.6 8.68 70.82 32.2% Contractors 14.5 0.7 0.47 3.81 1.7% Water Treatment 8.8 0.4 0.28 2.31 1.1% Utilities 120.9 6.1 3.9 31.8 14.4% Power 119.3 6 3.85 31.39 14.2% Fuel (Natural Gas) 1.6 0.1 0.05 0.41 0.2% Laboratory 51.5 2.6 1.66 13.56 6.2% Total 837.2 42.2 27.00 220.26 100% North American Lithium DFS Technical Report Summary – Quebec, Canada 279 Figure 18-1 – Concentrator operating costs 18.7.1 Personnel A total of 86 employees, (28 salaried and 58 hourly rate) are required to operate the concentrator. These employees consist of management, operations and maintenance personnel. These employees make up the personnel list as presented in Chapter 14. Salaries, benefits, and bonuses were provided by NAL. Some salaried personal costs are included in G&A costs. The estimated personnel cost, excluding the portion attributed to G&A, represents approximately 34% of the total concentrator operating cost at $9.15/t crushed ore ($74.63/t concentrate). 18.7.2 Power The power demand estimate for the concentrator is based on historic values from site operation plus power demand determined for additional equipment required in the NAL processing plant. The power demand for the concentrator is approximately 15.56 MW and the estimated annual energy consumption is 111.46 GWh. The electrical power of the process plant represents approximately 14% of the total operating costs for the concentrator at $3.85/t crushed ore ($31.39/t concentrate). The largest power consumers within the concentrator are the crushers, rod, and ball mills. 18.7.3 Grinding Media The consumption rates for the grinding media were calculated using Bond’s correlations, which give the wear rate in pounds of metal wear per kilowatt-hour (lb/kWh) of energy used in the comminution process. North American Lithium DFS Technical Report Summary – Quebec, Canada 280 The input data considered the abrasion index (which was determined from test work), the nominal throughput and the nominal power draw of each mill. The wear and annual media consumption rates for each type are presented in Table 18-11. Table 18-11 – Average LOM media wear and consumption rates Media Type Wear Rate (lb/kWh) Annual Consumption (tonnes) Rod Mill – steel rods 0.306 949 Ball Mill – steel balls 0.282 849 Grinding media represents approximately 10.7% of the total operating cost for the concentrator at $2.89/t crushed ore ($23.57/t concentrate). 18.7.3.1 Reagents The reagent consumptions were estimated based on testwork, industrial references and historical plant consumptions from 2023. The reagent unit costs ($/t reagent) were established through recent vendor quotations and comparison to prices at reference sites and include delivery to site. The reagents represent approximately 18.7% of the total concentrator operating costs at $5.05/t crushed ore ($41.16/t concentrate). 18.7.3.2 Equipment consumables The replacement costs for major equipment consumables, such as crushing and grinding equipment’s wear parts and liners, screen decks, filter cloths and ore sorter spares, were calculated based on recommended change-out schedules, budgetary quotations, and BBA’s internal database. A 5% allocation for other maintenance costs is also included. Equipment consumables represent approximately 15.1% of the total concentrator operating costs at $4.07/t crushed ore ($33.23/t concentrate). 18.7.3.3 Laboratory Laboratory costs include a fixed price for labor as well as a variable cost for analytical tests and testwork to be completed. The laboratory cost represents approximately 6.2% of the total concentrator operating costs at $1.66/t crushed ore ($13.56/t concentrate).


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 281 18.7.3.4 Contractors Contractor assistance will be required to support NAL during operation of the concentrator. Contractor costs were provided by NAL. Contractors represent 1.7% of the total operating cost for the concentrator at $0.47/t crushed ore ($3.81/t concentrate). 18.7.3.5 Fuel Initially the Project will use propane and natural gas, when the concentrator plant is in operation, to heat the crusher and concentrator buildings. The total fuel costs for the concentrator are estimated at approximately 0.2% of the total operating costs at $0.05/t crushed ore ($0.41/t concentrate). 18.7.3.6 Water Treatment and Tailings Management A portion of the process water will be treated by multimedia filters and will service the requirements for reagents preparation and equipment gland seals. Water treatment costs for the concentrator do not cover the treatment of water rejected to the environment nor tailings pond water. Water treatment represents 1.1% of the total operating cost for the concentrator at $0.28/t crushed ore ($2.31/t concentrate). The environmental discharge water treatment operating costs were estimated and are based on operating a rented water treatment plant, which can be expanded as required to meet annual water treatment requirements. This includes the costs to rent, operate and maintain a reverse osmosis water treatment plant. Based on the preliminary water balance, it is expected that approximately 1.3M m3 of clean water will be discharged from the TMF water treatment plant to the environment at the peak of Project operations. The tailings operating cost is presented in Table 18-12 and its breakdown in Figure 18-2. Table 18-12 – Tailings operating costs Tailings OPEX $M (LOM) $/t (wet) tailings Parts & Repair 33.8 0.9 Fluids and Fuel 23.7 0.6 Labour (Maintenance) 15.5 0.4 Labour (Operator) 42.8 1.1 Total 115.8 3.0 North American Lithium DFS Technical Report Summary – Quebec, Canada 282 Figure 18-2 – Tailings operating cost breakdown 18.8 G&A General and Administration(G&A) costs are expenses not directly related to the production of goods and encompass items not included in the mining, processing, refining, water treatment and transportation costs of the Project. G&A costs for the operations phase were established by Sayona Quebec based on their current knowledge of the site costs and the proposed operational structure. Costs were estimated by area and include provisions for business sustainability, finance, environment and permitting, human resources, procurement, training, health, safety, security, technology, supply chain, site administration and general management. The G&A costs are estimated to be $22.4M annually over the mine’s planned 20 years of operation. 18.9 PRODUCT TRANSPORT AND LOGISTICS The transport and logistics costs for shipping the primary products, i.e., spodumene concentrate over the LOM were estimated. Spodumene concentrate will be bulked transported by truck from the mill to a rail trans boarding facility in Val-d’Or were concentrated will be transferred into a mineral covered railcar gondolas and then shipped on CN’s mainline to the Québec City port. The transport and logistics fees were evaluated based on typical industry bulk transport terms, budgetary quotations, BBA’s in-house database and information provided by NAL. Total LOM transport costs are estimated to be $135.3M or approximately $30M/y for the first 4 years. Since Sayona Quebec plans to transform spodumene at its on-site carbonate plant from 2027, supply chain will be re-engineered to transport carbonate in bulk bags. North American Lithium DFS Technical Report Summary – Quebec, Canada 283 19. ECONOMIC ANALYSIS The economic/financial assessment of the Project was carried out using a discounted cash flow approach on a pre-tax and after-tax basis, based on lithium forecasts in U.S. currency and cost estimates in Canadian currency. An exchange rate of $0.75 USD to $1.00 CAD was assumed to convert USD market price projections and particular components of the initial capital cost estimates into CAD. No provision was made for the effects of inflation as real prices and costs were used in the financial projections. Current Canadian tax regulations were applied to assess the corporate tax liabilities, while the most recent provincial regulations were applied to assess the Québec mining tax liabilities. Cash inflows consist of annual revenue projections and cash outflows consist of capital expenditures, including sustaining capital costs, operating costs, and taxes. These are subtracted from the inflows to arrive at the annual cash flow projections. To reflect the time value of money, unlevered free cash flow (UFCF) projections are discounted back to January 2023 using a discount rate of 8%. The internal rate of return (IRR) on total investment was calculated based on 100% equity financing. The IRR is defined as the discount rate that results in a NPV equal to zero. The Project’s payback period, which does not consider the time value of money, is calculated as the time required to achieve positive cumulative cash flow. Furthermore, an after-tax sensitivity analysis has been performed to assess the impact of variations in spodumene concentrate prices, USD:CAD exchange rate, operating costs, project capital costs and sustaining costs on IRR and NPV at different discount rates, i.e. 0%, 5%, 8%, 10%, and 12%. The economic analysis presented in this section contains forward-looking information regarding the mineral resource estimates, commodity prices, exchange rates, proposed mine production plan, projected recovery rates, operating costs, construction costs and the project schedule. The results of the economic analysis are subject to several known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those presented here. 19.1 ECONOMIC INPUTS, ASSUMPTIONS & KEY METRICS The financial analysis was performed using the following assumptions and basis:  The economic analysis has been done on a Project basis and does not take into consideration the timing of capital outlays that were completed prior to the date of this Report.  The financial analysis was based on the mineral reserves presented in Chapter 12, the mine and process plan and assumptions detailed in Chapters 13 and 14, the marketing assumptions in Chapter 16, the capital and operating costs estimated in Chapter 18 and by taking into consideration key Project milestones as detailed in Chapter 21. North American Lithium DFS Technical Report Summary – Quebec, Canada 284  The analysis was performed based on calendar years, unless specified otherwise. The fiscal years begin on January 1st and end on December 31st.  Commercial production of spodumene concentrate is scheduled to begin in the second quarter (Q2) of 2023 model Year 1.  Exchange rates: An exchange rate of $0.75 USD to $1.00 CAD was used to convert the USD market price projections into Canadian currency. The sensitivity of the base case financial results to variations in the exchange rate was examined. Those cost components, which include U.S. content originally converted to Canadian currency using the base case exchange rate, were adjusted accordingly.  Discount rate: A discount rate of 8% has been applied for the NPV calculation.  The long-term prices of spodumene concentrate were estimated based on market studies, discussions with experts and recent lithium price forecasts (Chapter 16) and Piedmont contract prices. Revenue up to fiscal year 2026 is based on 50% of the concentrate sales at average benchmarked spodumene market prices and the remaining 50% of concentrate sales to the Piedmont Lithium contract price.  Selling costs are the transport and logistics costs of the concentrate to the Quebec City port facility.  The products are sold in batches of 30kt. The 30kt shipment intervals were used for Sayona Quebec to accumulate sufficient inventory to achieve a full boatload for shipping cost efficiency.  Class specific capital cost allowance rates are used for the purpose of determining the allowable taxable income.  The financial analysis was performed on proven and probable mineral reserves as outlined in this Report.  Tonnes of concentrate are presented as dry tonnes.  Discounting starts on January 1st, 2023.  Authier ore is purchased at $120 CAD/t.  All costs and sales are presented in constant Q1-2023 CAD, with no inflation or escalation factors considered.  All related payments and disbursements incurred prior to the end of Q2-2023 are considered as sunk costs.  Royalties: North American Lithium is not subject to royalty payments.  The accuracy of this CAPEX estimate has been assessed at ±20%. This financial analysis was performed on both a pre-tax basis and an after-tax basis with the assistance of an external tax consultant. The general assumptions and key outcomes of the financial model are summarized in Table 19-1.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 285 Table 19-1 – NAL operation including Authier ore supply – financial analysis summary Metrics Unit Value Life of Mine year 20 Processing: Average Annual Ore Feed to Plant Mtpa 1.4 Mining: Total Material Mined Mt 201.1 LOM - Mill daily throughput tonne/day 4,200 Years 1-4 average1 concentrate production tonne 226,000 After year 5 to end of LOM average2 concentrate production tonne 185,814 LOM average annual concentrate production tonne 190,039 Years 1-4 recovery3 % 70.2 Years 5-20 recovery3 % 66.3 Average LOM recovery % 67.4 Average Blended Crusher Feed Grade % Li2O 1.0 Average LOM strip ratio waste: ore 8.3 LOM Spodumene Concentrate Market Price USD/t 1,352 CAD / US$ assumption CAD / USD 0.75 5 years Cumulative FCF $ million 1,005 Project Total LOM Capital Cost $ million 363.5 Total Net Revenue $ million 6,818 Project EBITDA $ million 3,318 Mining cost $/t mined 4.75 Milling cost $/t milled 27 AISC $/t conc 987 Total Cash Cost $/t conc 817 Pre-Tax Net Present Value (NPV) $ million 2,001 Pre-Tax Internal Rate of Return (IRR) % 4,701 Discount Rate % 8 Pre-Tax Project payback period year N/A After-tax NPV $ million 1,367 After-tax payback period year N/A After-tax IRR % 2,545 Notes: 2. Excluding ramp up time of 6 months. Producing spodumene concentrate @ 5.4% Key outcomes of the North American Lithium Definitive Feasibility Study include an estimated pre-tax NPV of $2,001 million (8% discount rate) and a pre-tax IRR of 4,701%. The Life of mine is 20 years, based on an estimated proven and probable mineral reserves of 21.7 Mt @ 1.08% Li2O (proven reserve 0.7 Mt @ 1.24% Li2O and probable reserve 21.0 Mt @ 1.08% Li2O) for NAL and the inclusion of the Authier Lithium Project’s proven and probable mineral reserves. Table 19-2 shows cashflows over the LOM for the NAL Project. North American Lithium DFS Technical Report Summary – Quebec, Canada 286 Table 19-2 – NAL operation including Authier ore supply – cashflow over LOM Detailed Period Total 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 NAL - Production Summary Waste Rock (Mt) 172.5 9.2 15.3 17.5 13.4 13.5 13.3 14.1 14.8 12.2 7.1 8.8 7.2 5.1 4.7 5.2 2.4 3.8 3.2 1.6 0.1 Overburden (Mt) 4.5 1.0 0.6 0.7 0.6 1.6 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 ROM (Ore to Plant (Mt) 21.6 1.1 1.6 1.4 1.1 1.1 1.0 1.0 1.1 1.1 1.1 1.0 1.0 1.0 1.0 1.1 1.0 1.0 1.0 1.0 0.9 Stripping Ratio 8.2 9.3 9.9 13.0 12.7 13.7 13.3 14.1 13.5 11.1 6.5 8.8 7.2 5.1 4.7 4.7 2.4 3.8 3.2 1.6 0.1 Ore From Authier (Mt) 8.5 0.5 0.5 0.5 0.5 0.5 0.5 0.5 0.5 0.5 0.5 0.5 0.5 0.5 0.5 0.5 0.5 0.5 Operating Costs - CAD $ M Total 2023.0 2024.0 2025.0 2026.0 2027.0 2028.0 2029.0 2030.0 2031.0 2032.0 2033.0 2034.0 2035.0 2036.0 2037.0 2038.0 2039.0 2040.0 2041.0 2042.0 Ore from Authier 1119.8 30.3 63.1 71.0 64.8 64.6 64.6 64.7 63.6 62.8 63.5 63.2 62.8 65.2 63.4 62.9 63.0 62.8 63.5 Mining Costs 955.9 79.1 86.0 95.9 71.5 67.8 52.7 52.5 57.5 53.6 37.8 42.4 39.7 33.6 33.0 34.9 25.8 30.4 29.7 21.0 11.0 Processing Costs 829.1 26.6 43.9 42.2 42.3 47.2 42.1 42.4 42.7 42.6 42.5 41.7 42.2 41.7 41.4 42.6 41.4 41.8 41.2 41.1 39.5 SG&A 395.5 17.4 19.9 19.9 19.9 19.9 19.9 19.9 19.9 19.9 19.9 19.9 19.9 19.9 19.9 19.9 19.9 19.9 19.9 19.9 19.9 Water Treatment 8.0 0.2 0.5 0.4 0.4 0.5 0.4 0.4 0.4 0.4 0.4 0.4 0.4 0.4 0.4 0.4 0.4 0.4 0.4 0.4 0.4 Tailing 79.1 0.0 0.0 2.2 4.4 5.0 4.5 4.5 4.5 4.5 4.5 4.5 4.5 4.5 4.5 4.5 4.5 4.5 4.5 4.5 4.5 Total 3387.4 123.3 150.3 190.9 201.6 211.4 184.4 184.3 189.6 185.7 168.7 171.7 170.2 163.3 162.0 167.5 155.4 159.9 158.7 149.7 138.8 Capital - CAD $M Mine 109.9 6.3 4.4 0.0 0.4 70.5 2.0 0.0 0.2 0.3 2.3 1.5 8.3 8.2 0.3 0.3 3.0 0.8 1.1 0.0 Concentrator 218.7 72.0 51.3 31.5 11.8 6.0 8.0 0.1 9.8 2.3 6.1 5.7 0.0 2.4 0.0 3.7 1.9 2.3 3.7 0.1 Closure Cost 34.9 34.9 Total 363.5 78.3 55.7 31.5 12.2 76.5 10.0 0.1 10.0 2.7 8.4 7.1 8.3 10.6 0.3 4.0 4.9 3.2 4.8 0.1 34.9 Revenues - CAD $M Net Revenues 6817.7 553.0 918.2 401.7 340.4 450.2 405.3 325.7 323.4 299.0 297.6 245.5 245.0 249.5 236.3 258.3 271.1 257.2 277.1 254.8 208.6 North American Lithium DFS Technical Report Summary – Quebec, Canada 287 19.2 PRODUCTS CONSIDERED IN THE CASH FLOW ANALYSIS 19.2.1 Spodumene Concentrate Production The run-of-mine ore from Authier will be transported to the NAL site where it will be blended with the NAL ore material using a ratio of 33% Authier / 67% NAL, and then fed to the primary crusher. NAL and Authier mines will produce a total of 3.8 Mt of spodumene concentrate, which is approximately 190 kt per year over the life of mine (LOM). Figure 19-1 presents the expected concentrate production of the NAL concentrator. The production levels and mill feed by source are detailed in Figure 19-2. Figure 19-1 – Production of spodumene concentrate of the LOM Figure 19-2 – NAL open pit production profile and Authier ore supply North American Lithium DFS Technical Report Summary – Quebec, Canada 288 19.3 TAXES, ROYALTIES AND OTHER FEES 19.3.1 Royalties There are no royalties associated with the Project. 19.3.2 Working Capital The change in working capital is included in the calculation of both the pre-tax and post-tax cashflow. The major categories of working capital are:  Accounts receivable.  Accounts payable.  Deferred revenue.  Inventory. Net Cash Flow (NCF) projections presume that NAL sells spodumene in batches of 30,000 dry tonnes, which impacts working capital and, by extension, the timing of cash flows. 19.3.3 Salvage Value Salvage value has not been applied in the financial model. 19.3.4 Taxation The Project is subject to three levels of taxation: federal corporate income tax, provincial corporate income tax, and provincial mining taxes. NAL compiled the taxation calculations for the Project with assistance from third-party taxation experts; however, this information has not been verified by the authors. The federal and provincial (Québec) corporate income tax rates currently applicable over the operating life of the Project are 15.0% and 11.5% of taxable corporate income, respectively. The marginal tax rates applicable under the Mining Tax Act in Québec are 16%, 22% and 28% of taxable income and are dependent on the profit margin. It has been assumed that the 20% processing allowance rate associated with transformation of the mine product to a more advanced stage within the province would be applicable in this instance. The tax calculations are based on the following key assumptions:


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 289  The Project is held 100% by a corporate entity carrying on its activities solely in La Corne, Québec, and the after-tax analysis does not attempt to reflect any future changes in corporate structure or property ownership.  Financing is with 100% equity and, therefore, does not consider interest and financing expenses.  Tax legislation, i.e., federal, provincial, and mining, will apply up to the end of the period covered by the calculations as currently enacted and considering currently proposed legislation.  NAL is entitled to claim the full amount of $80 million for the purpose of the provincial reduced minimum mining tax rate of 1%.  Actual taxes payable will be affected by corporate activities, including tax loss carryforwards from prior investment losses at NAL. 19.4 CONTRACTS According to BMI, starting in 2028, lithium supply is projected to fall short of demand. Lithium market demand is expected to grow largely due to the increase in battery production on a global standpoint. Lithium hydroxide demand is expected to increase at a more robust growth rate than lithium carbonate to reach 58% of aggregate demand by 2040. Raw material supply is projected to be led by spodumene (hard rock) and brine while recycling will gradually occupy a significant market share of supply by 2040 (33%). Spodumene and lithium carbonate prices are expected to reach their highest price in 2024 and decline gradually to reach a steady state by 2033 of $1,050 USD/t of spodumene and $20,750 USD/t of lithium carbonate. In 2021 Sayona Quebec and Piedmont Lithium entered into an offtake agreement where Piedmont holds the right to purchase the greater of 50% of spodumene concentrate for 113,000 tpy from North American Lithium at a floor price of $500 /t and a ceiling price of $900 /t (6.0% Li2O equivalent) on a life-of-mine basis. For purposes of financial modeling and the Technical Report Summary sales from 2023 to 2026 are based on the greater of 113 kt of spodumene concentrate or 50% of spodumene concentrate sales at the Piedmont Lithium contract price and the remaining concentrate sales at BMI Q4 2022 spodumene market prices. From 2027 onwards, the entire concentrate sales are settled at BMI Q4 2022 spodumene market prices . For the contracted volume to Piedmont Lithium, a price of $810 USD/t (from the reference of $900 USD/t @ 6.0% Li2O to adjusted value of $810 USD/t assuming 5.4% Li2O and applied 10% price discount from $900 USD/t for lower grade) assumed over 2023-26, while the remainder of the concentrate production uses market prices. From 2027 and beyond, Sayona Quebec is reverting back to market prices for the entire production as it seeks to pursue a lithium transformation project on-site, leveraging prior investments, in line with its commitments with the Government of Québec related to its acquisition of NAL. North American Lithium DFS Technical Report Summary – Quebec, Canada 290 The construction or completion of conversion facilities owned by Sayona Quebec remains subject to the approval of both Sayona and Piedmont and therefore the associated pricing assumptions used in this TRS for Piedmont’s allocation of spodumene concentrate should be considered illustrative only. 19.5 INDICATIVE ECONOMICS, BASE CASE SENSITIVITY ANALYSIS 19.5.1 Positive Financials The DFS financial analysis has demonstrated that the NAL project is financially robust. The DFS’ NPV and IRR were calculated based on the production of spodumene concentrate at a grade of 5.4% Li2O over the first four years of production, then at 5.82% for the following 16 years. Table 19-1 provides a summary of the financial analysis, which demonstrates that the NAL project is economically viable. Key outcomes of the DFS include an estimated pre-tax 100% equity NPV of $2,001 million (8% discount rate), a pre-tax IRR of 4,701%. 19.5.2 Sensitivity Analysis The results of the sensitivity analyses are detailed in Figure 19-3 and Figure 19-4. The key outcome is the sensitivity to revenue (spodumene ore price) which is greater than both OPEX and CAPEX. Open pit mining operations such as the NAL operation is generally more susceptible to fluctuations in ore prices, therefore the result is not unusual. The upside however is that the project is very robust regarding pricing, providing a long-term stable platform to deliver strong cashflows and shareholder returns. The spodumene grade is also a significant factor of the project as the grade is directly tied to the revenue. North American Lithium DFS Technical Report Summary – Quebec, Canada 291 Figure 19-3 – Average annual spodumene price sensitivities Figure 19-4 – DFS sensitivity analysis on NPV @ 8% North American Lithium DFS Technical Report Summary – Quebec, Canada 292 Post-Tax NPV sensitivities range from -30% to +30% to show the impact of the NPV outputs at an 8% discount rate. Complementing the Post-Tax NPV sensitivities is the Post-Tax IRR graph, which shows the overall project impact at these sensitivity ranges. The Post-Tax sensitivity analysis shows that exchange rate, spodumene price, spodumene concentrate grade and by association spodumene concentrate tonnage have the largest impact on NPV. 19.6 ALTERNATIVE CASES / SENSITIVITY MODELS No alternative financial cases have been considered for this study.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 293 20. ADJACENT PROPERTIES The North American Lithium Property is surrounded by active claims that cover more than a dozen known lithium occurrences located between Lac La Motte and Lac Roy. Figure 20-1 shows the location of metallic deposits and showings in the area. The green dots are occurrences of lithium (from the Québec MRNF Sigeom Interactive database, 2012). It should be noted that the following information is not necessarily indicative of the mineralization on the Property that is the subject of this Technical Report. Figure 20-1 – Local metallic deposits and showings North American Lithium DFS Technical Report Summary – Quebec, Canada 294 There are also past producing mines in addition to that of the Project, as listed below:  Preissac Moly: operated an underground mine and produced 2,235,880 t grading 0.19% Mo and 0.03% Bi from 1943 to 1944 and 1962 to 1971 (MRNFQ Report DPV 619).  Cadillac Moly: operated an underground mine and produced 1,761,000 t grading 0.83% Mo, 0.04% Bi and 0.45 g/t Ag from 1965 to 1970 (MRNFQ Report DV-85-08).  Lacorne Moly: operated an underground mine and produced 3,828,844 t grading 0.33% Mo and 0.04% Bi from 1954 to 1972 (MRNFQ Report GM 28882). Figure 20-2 shows a map of adjacent claims to NAL. Several of the companies are exploring for lithium. Owners of adjacent properties include Entreprises Minières Globex Inc, First Energy Metals Limited, Glenn Griesbach, Frédéric Bergeron, Musk Metals Corp., Mine Abcourt Inc., and Ressources Jourdan Inc. Figure 20-2 – Claim map of adjacent properties (Supplied by Sayona, March 27, 2023). North American Lithium DFS Technical Report Summary – Quebec, Canada 295 21. OTHER RELEVANT DATA AND INFORMATION In 2021, Sayona Quebec acquired the former North American Lithium Project, including a concentrator and facilities for making lithium carbonate, after the previous owners had ceased their operations following bankruptcy in 2019. From 2019 to September 2022, the mine and process plant were placed into care and maintenance. From October 2022 up to March 2023 the following items have been undertaken:  improvements and construction of infrastructure aimed to increase processing plant capacity,  the restarting of mining operations, and  the recommissioning of the plant.  Ramp-up of the plant to above 3800 tpd The preliminary Project execution strategy for the remaining activity, construct of tailings storage facility #2, is described in the following chapters. 21.1 EXECUTION PLAN The execution plan and strategy described below focuses on the main remaining Project: implementation a dry stacking tailings management facility (TSF-2) including tailings filtration plant. 21.1.1 Additional Waste and Tailings Management Facilities The work to be undertaken to move from a wet tailings concept to a dry stacking tailings storage for the second tailings facility is broken down as per the following items:  Dry-stacked tailings area (TSF-2).  Tailings filter plant.  Access roads.  Associated water management infrastructures. 21.1.1.1 Dry-stacked Tailings Management Facility (TSF-2) The existing tailings management facility, designed to receive wet tailings, will be used to store the tailings produced by the process plant until the tailings filter plant and TSF-2 are commissioned. Permitting for TSF-2 will be launched in 2024 and the construction is expected to be completed for the initial requirement from April to October 2025. North American Lithium DFS Technical Report Summary – Quebec, Canada 296 21.1.1.2 Tailings Filter Plant Detailed engineering for the filter plant is planned to commence in December 2024. 21.1.1.3 Roads Roads linking the TSF-2 and the open pit will be built in parallel with the TSF-2 once the permit is obtained. Construction of these roads will ensure that mine trucks can deliver waste rock to the TSF-2 to build up its dykes. 21.1.1.4 Water Management The design of the network of ditches, basins and ponds required to control water on the mine site will be updated to incorporate the new facilities and roads. 21.1.2 Project Organization Going Forward The selected execution model for the Project is an integrated team of engineering and project management consultants led by Sayona Quebec. 21.1.2.1 Engineering & Procurement Specialized firms will be selected based on their cost, reliability, safety performance and expertise. The firm will develop their designs under Sayona Quebec’s supervision. The procurement process will have engineering firms issue bid requests, analyze the received bids, technically and commercially, and issue a recommendation for purchase to Sayona Quebec, which will place the purchase orders and contracts. 21.1.2.2 Project Controls An independent project control team will be mobilized to monitor the budget, schedule, change control and prepare monthly status reports. 21.1.2.3 Construction Management A construction management team is responsible for the technical and administrative management of contractors and contracts on-site. This team’s primary mission will be to ensure the correctness of the work carried out in relation to the plans and specifications, as well as a harmonious and safe coordination with the operations activities of the plant. The management of the material received at site is their responsibility.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 297 21.1.2.4 POV and Commissioning Pre-operational verification (POV), or cold commissioning, will begin as soon as some systems are mechanically complete. 21.1.2.5 Operations While completing the filtration plant, Sayona Quebec will hire and train additional operators and maintenance personnel to take over these systems upon transfer from construction to operation. 21.2 PROJECT RISKS The most significant internal project risks, potential impacts and possible mitigation approaches that could affect the technical and economic outcome of the Project are summarized in Table 21-1. External risks are largely beyond the control of the project proponents and are much more difficult to anticipate and mitigate, although, in many instances, some risk reduction can be achieved. External risks include items such as commodity prices, exchange rates, the political situation in the project region and government legislation. These external risks are generally applicable to all mining projects. Table 21-1 – Internal project risks Area Risk and Potential Impact Possible Mitigation Approach Geology, Resources 1. The distribution of iron in the country rock could be improved in the block model as currently averages of a limited number of samples is applied for each lithological units without taking into consideration possible local variations. A strategic resampling of existing core throughout the deposit could be performed, complete with mineralogical studies. Open Pit Mining 2. Historical underground openings will represent an operating hazard, a risk to local bench-scale and multi-bench stability and a potential rockfall hazard, depending on the character of the openings and any backfill. Systematic investigation and mitigation design will be required to manage these risks for both interim and final pit walls. Investigation, analysis, and recommendations are currently being prepared by WSP-Golder for Sayona Quebec and a technical memorandum was issued during Q4-2022. SOP development specifically to address mining in these zones. Progressive scans to prevent advancing in unknown conditions. 3. Storage locations for waste rock and overburden piles for the life of mine plan follow the current permitting process, but not all physical permits have been obtained for designed storage location . Also, the current waste storage piles footprint does not cover all waste material storage needs. Required extensions have been designed with the permitting process started. Accelerate process to enlarge the footprints of surface rights and obtain permission to enlarge waste rock and overburden storage facilities. Waste rock pile 2 and 3 footprint can be extended depending on environmental regulations and compensation, respectively. The overburden pile 1 (OBP-1) can also be extended to the West. Expansion of this overburden pile is currently in design to proceed with permitting process. 4. Water inflow and pumping requirements are only developed to a conceptual level and need to be updated according to the Hydrogeology Study update completed by WSP-Golder in December 2022. Operating costs may increase if additional mine pumping is needed. Hydrogeological study was completed, and the geotechnical studies are currently ongoing with WSP-Golder to support mine operations. North American Lithium DFS Technical Report Summary – Quebec, Canada 298 Area Risk and Potential Impact Possible Mitigation Approach 5. The size of the mineral reserve is sensitive to pit slopes, although to a lesser extent than selling prices. 6. Mining contractor will need to have sufficient equipment and personnel to follow the LOM plan tonnage in 2024 and 2025, where tonnage increases to 19Mt total moved. Meet with the contractor representatives to ensure they adjust the mining equipment fleet and personnel to the new LOM plan. Tailings 7. The terrain conditions may necessitate revisions to the structure of the pile, e.g., a lower slope requiring more fill material. The stratigraphy of the soils presents in the footprint of the adjacent site, particularly along the embankments, should be investigated and better defined. Based on survey observations, excavation of existing soils and surface drainage measurements may be important. Management 8. Sequential deposition optimized for short periods could lead to a revision of the stages of pile elevation. To be evaluated. Facility 9. A change in the storage quantities or the properties of the tailings to be disposed of could modify the footprint required to store them. To be evaluated. 10. The existing water treatment capacity (Reverse Osmosis) could be limited given that for the design of the new basins BO-12, BO-13, it was assumed that only TSS are the only potential contaminant. If the settlement capacities of BO-12 and BO-13 basins are not appropriate for finer TSS or for additional contaminants, use of some adds to enhance the settlement or use of auxiliary treatment units is recommended. Permitting 11. Inability to start production due to a missing CA approval or renewal. Various permits are currently being authorized and could impact production sequence. Discussions with governmental instances are ongoing. Critical permits are to be obtained in Q3-Q4 2022. 12. The TSF-2 site is located within a zone including water streams. A request for a special environment certification approval to the Ministry of Environment. Concentrator 13. Limited metallurgical testing on blended feed containing volcanics host rock (ore sorting, magnetic separation, flotation), metallurgical performance may not be achieved. More detailed variability testing is recommended for the blended ore to better assess the impact of dilution and grade on the metallurgical performance. 14. High variability in the head grades (lithia and iron content in the run-of-mine ore, resulting in poor product quality. Implementing an ore stockpiling strategy to ensure a concentrator feed characteristic are understood prior to processing. 15. Testwork showed that the process performance is sensitive to grind size (ore sorting, magnetic separation, and flotation), under or over crushing and grinding could lead to poor product quality and low recoveries. Implementing proper procedures and monitoring to operate crushing and grinding circuits in optimum conditions. 16. The potential presence of silica and beryllium in some production areas, due to dust emissions, is identified as a health & safety risk. All dust collection systems and extraction points are being reviewed and upgraded; must ensure that adequate SOPs, guidelines, and ambient air sampling procedures are in place for ongoing production. Dust collection improvements will be completed, when needed, according to testing results. 17. Low feed density to tailings thickener leading to insufficient capacity of the equipment. Implement a water management strategy in operation. 18. Level of lithium in filtering water requiring additional filters due to increased wash cycle time Investigate alternate water treatment upstream and downstream of filters. General 19. A low unemployment rate in the region will increase the difficulty of recruiting qualified personnel; a loss of productivity may result. NAL has put in place a hiring program to recruit experienced and qualified personnel. A human resources manager is leading the program with the help of an outside firm. 20. The Abitibi-Temiscamingue region is impacted by low electrical power availability. For the first phase of the NAL plant, Hydro-Québec (HQ) has an available block of power of 12 MVA for the plant (8.4 to 11.4 MW depending on plant’s power factor). Beyond this value, a power increase request must be filed with HQ; this will be required for later phases of the Project. Discussions with Hydro-Québec are ongoing to ensure that electrical requirements are met. Given the low electrical power availability in the region, capacitor banks will be purchased in 2023 to improve the plant’s power factor. North American Lithium DFS Technical Report Summary – Quebec, Canada 299 21.3 PROJECT OPPORTUNITIES Over the years, the Project has undergone several operational and ownership changes and improvements have been made since the operation was placed in care and maintenance in 2014. The major opportunities that have been identified for the site are summarized in Table 21-2 excluding those typical to all mining projects, such as changes in product prices, exchange rates, etc. Table 21-2 – Project opportunities Area Opportunity Explanation Benefit Geology and Resource Model 1. Significant resources within the pit-constrained and underground resources have been classified as inferred and has a chance of being upgraded to indicated. Additional drilling is likely to upgrade inferred resources to indicated. 2. The calculated open-pit cut-off grade is 0.15% Li2O whereas the mineral resource estimate cut-off grade is 0.60%. Metallurgists requested the cut-off grade to be 0.60% at a minimum due to metallurgical constraints, Additional discussions with Metallurgists and mine site geologists and engineers could potentially identify additional materials to be included in a future mineral resource estimate update. 3. The interpretation of pegmatitic dykes rests on a limited number of intercepts in some areas. These areas were classified as inferred resources. Infill drilling should be completed to convert inferred resources to indicated in those zones. 4. The deposit is open in both NW and SE directions as well as at depth. Additional drilling is warranted to explore the full extent of the mineralization. Additional drilling might add mineral resources. Open Pit Mining and Reserves 5. The current LOM plan could be further improved with a grade optimization and ore stockpiling strategy, especially with the feed portion coming from Authier. This strategy will help to optimize the stripping ratio versus ore feed grades. 6. Based on current modelling efforts, some dykes are too small or narrow to be mined selectively and will be sent directly to waste due to their potential high dilution. There is an opportunity of including these deposits in the actual mining plan by executing offline sorting. Higher project revenues due to an increase of available mineral resources. 7. Steeper slope angles may be feasible by optimizing designs based on the documented geological conditions and performance achieved in the field. Excellent field performance may warrant increasing the design bench face angle (BFA). Map the mining faces and keep a log of rock mechanics considerations to validate if steeper angles could be achievable in specific geotechnical sectors. Concentrator 8. Optimize iron to lithia ratio and limit fluctuation in the ROM to ensure stable operation and allow process optimization. Increase overall concentrator recovery which would help increase overall project revenues 9. Investigate alternative tailings treatment strategies (Coarse and fine tailings separately) and technologies (other dewatering systems) to identify the optimum and cost-effective solution. Reduction in CAPEX and potential savings in OPEX. Increase plant flexibility for operation and maintenance. Water Management 10. There is an opportunity to combine the existing process plant water treatment area and the proposed site water treatment facilities together. Simplified and improved operational flexibility. Potential reductions in OPEX/CAPEX. 11. There is an opportunity to delay the implementation of WRP-3 by as much as 5 years by using the produced waste rock for site construction activities and for construction of the tailings facility retention berms as soon as permits are obtained for those infrastructures. Delay the construction of BO-12 and associated ditches. 12. A distance of less than ten kilometers would be necessary to connect the plant operations to an existing rail infrastructure. Feasibility of this option should be further analyzed. Lower operational costs due to a potential decrease of transport costs. North American Lithium DFS Technical Report Summary – Quebec, Canada 300 22. INTERPRETATION AND CONCLUSIONS 22.1 PROJECT SUMMARY The original Definitive Feasibility Study (DFS) Report was prepared and compiled by BBA under the supervision of the authors at the request of Sayona Quebec. This Technical Report Summary provides a summary of the results and findings from each major area of investigation of the DFS to a level that is equivalent and normally expected for a DFS of a resource development project. Standard industry practices, equipment and process were used within this study. This Report includes an updated mineral reserve estimate effective as of June 30 2024, which has been calculated via depletion methods from the previous estimate completed in December 2023. 22.1.1 Key Outcomes Working with key strategic partners and consultants, Sayona Quebec has planned a number of improvements and changes to the Project since it was put on care and maintenance in 2019. The authors note the following interpretations and conclusions in their respective areas of expertise, based on the review of data available for this Report. 22.2 GEOLOGY AND RESOURCES 22.2.1 Geology  The geology and geochemistry of LCT pegmatites is well understood.  The geology units on the project are well understood, including the various types of pegmatite dykes.  Over 49 spodumene-bearing pegmatite dykes have been identified on the Project.  Sayona Quebec conducted a diamond drilling program between April and November 2023 and another program is underway in 2024. Results from this program are still pending and where not incorporated in this Report. In addition, Sayona Quebec conducted a resampling program in 2022 to improve the geological model, Li2O and Fe grade distribution plus density.  Drilling completed on the project by previous operators followed industry best practices.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 301 22.3 MINING AND RESERVES 22.3.1 Reserves  The open pit constrained mineral resources estimate excluding reserves, effective as of June 30, 2024, using a cut-off grade of 0.60% Li2O, is reported as: o Measured resources of 0.7Mt at 1.00% Li2O, o Indicated resources of 6.5Mt at 1.15% Li2O, and o Inferred resources of 22Mt at 1.20% Li2O.  Additionally, underground mineral resources using a cut-off grade of 0.80% Li2O of 11 Mt at 1.30% Li2O (100% inferred) is also reported.  The geological model that underpins the NAL mineral resource estimate was significantly improved since the previous model (McCracken et al, 2022) to reflect the host rock lithologies and the thickness, orientation, as well as lateral and down-dip continuity of the pegmatite dyke swarm. The enhancements were made possible by the integration of new sampling data, a detailed review of relationships between pegmatites and diluting host rock, and through discussions with internal and external experts. The model accuracy was also validated against historical mining voids, past production average grades and trends observed in historical grade control data. The previous geological model, prepared for the NAL Pre-Feasibility Study, used a more generalized approach, modelling “corridors containing pegmatites” rather than pegmatitic dykes, with consideration for up to 20% internal waste. These corridors are understood to encompass multiple stacked, and/or cross-cutting dykes, intermingled with high-Fe country-rock, devoid of spodumene. The updated interpretation better reflects the QP’s understanding of the local variation of the dyke swarm. Internal dilution now represents less than 3% of the mineral resource estimate. The model refinement for the NAL deposit enabled a more precise segregation between the spodumene-bearing pegmatites, and the high-Fe waste rock. This, in turn, has the combined effect of reducing the overall in-pit resource tonnage of measured and indicated tonnes (-54%), with a corresponding increase in Li2O grade (+22%). Importantly, the increased accuracy of model permits greater mining selectivity to be applied, thereby reducing the quantity of waste, and improving metal recovery at the plant. 22.3.2 Mining  Mineral reserves, as at June 30th 2024, have been estimated at: o Proven reserves of 0.2mt at 1.04% Li2O, o Probable reserves of 19.6mt at 1.08% Li2O, o Total reserves (proven + probable) of 19.7mt at 1.08% Li2O.  A detailed mine plan that provides sufficient ore to support an annual feed rate of approximately 1.1mt at the crusher coming from NAL and 530kt from Authier has been developed. North American Lithium DFS Technical Report Summary – Quebec, Canada 302  The detailed mine plan includes pit phasing and a dilution model which ensures that potential ROM ore feed respects final product specifications.  Development of a life of mine (LOM) plan that results in a positive cash flow for the Project, which permits conversion of resources to reserves. 22.4 METALLURGY AND PROCESSING North American Lithium restarted in Q1-2023 concentrator operations, which had been on care and maintenance. The concentrator plant will first process ore form the NAL deposit and then, when the Authier Lithium mine comes into operation in 2025, a blend of ore from both deposits will be processed. The LOM average spodumene concentrate grade is 5.74% Li2O with a 67.4% lithium recovery. Several upgrades were made to the crushing circuit and concentrator to achieve nameplate capacity and the targeted metallurgical performance. Those modifications are presented in Table 22-1. Table 22-1 – Major plant upgrades Major Upgrades Results Modifications to the dump pocket and installation of an apron feeder ahead of the primary crusher. To ensure a stable feed to the primary crusher and to avoid blockage, which frequently occurred in previous operation. Addition of an optical sorter in parallel to the existing secondary sorter. Optical sorting is critical to remove waste from the pegmatite ore. In addition to meeting capacity requirements, the addition of a third sorter should allow for higher separation efficiency. Installation of two additional stack sizer screens. Testwork showed metallurgical performance is strongly sensitive to grind size. Historical data showed low rod mill power draws and screen overloading, resulting in high bypass of fines to the ball mill, which leads to a reduction in grinding rates. The addition of the two new screens will provide better separation. Addition of a low-intensity magnetic separator (LIMS) prior to wet high- intensity magnetic separation (WHIMS). There was no LIMS in the previous flowsheet. The LIMS removes grinding media chips to protect the downstream WHIMS. Addition of a second WHIMS in series with the existing unit prior to flotation. Magnetic separation is a critical step in the process to reject iron-bearing silicate minerals. A second WHIMS will allow for higher removal of iron-bearing minerals prior to flotation. Upgrade of the existing high-density conditioning tank. Improve conditioning, thus flotation efficiency. Installation of a higher capacity spodumene concentrate filter. Increased concentrate filtration capacity to meet throughput requirements. Addition of a crushed ore storage dome An increase in ore retention capacity with the crushed ore pile feeding the rod mill feed conveyor during periods of crushing circuit maintenance. Based on the testwork and proposed flowsheet, the design Project metallurgical recoveries at 5.82% Li2O concentrate grade are as presented in Table 22-2. North American Lithium DFS Technical Report Summary – Quebec, Canada 303 Table 22-2 – Projected metallurgical recoveries Lithium Recovery Data Criterion Unit Value Overall Crushing and Sorting Lithium Recovery (A) % 96.5 Ore Sorting Waste Rejection % 50.0 Desliming and WHIMS Lithium Recovery (B) % 88.5 Flotation Lithium Recovery (C) % 77.6 Overall Lithium Recovery (Concentrator) (AxBxC) % 66.3 22.5 INFRASTRUCTURE AND WATER MANAGEMENT  The tailings and water management are based on a strategy of placing conventional spodumene tailings in Tailings Storage Facility 1 (TSF-1) until 2030. The plan is then to convert to a dry stack facility to the West of TSF1 (TSF-2). The TSF-2 site still needs to be permitted. It will be built as a co-deposition facility whereby compacted tailings are confined within a waste rock confinement berm.  Water management focused on water diversion, where possible. Water management infrastructure will be phased in as required. 22.6 MARKET STUDIES For the purpose of this Project and financial modelling, sales up to and including 2026 are based on the greater of 113 kt of spodumene concentrate or 50% of spodumene concentrate sales at the Piedmont Lithium contract price and the remaining concentrate sales at BMI Q4 2022 spodumene market prices. From 2027 onwards, the entire concentrate sales are settled at BMI Q4 2022 spodumene market prices. For the contracted volume to Piedmont Lithium Inc, a price of $810 USD/t (from the reference of $900 USD/t @ 6.0% Li2O to adjusted value of $810 USD/t assuming 5.4% Li2O and applied 10% price discount from $900 USD/T for lower grade) assumed up to and including 2026, while the remainder of the concentrate production uses market prices. From 2027 and beyond, Sayona Quebe is reverting back to market prices for the entire production as it seeks to pursue a lithium transformation project on-site, leveraging prior investments, in line with its commitments with the Government of Québec related to its acquisition of NAL. North American Lithium DFS Technical Report Summary – Quebec, Canada 304 22.7 PROJECT COSTS AND FINANCIAL EVALUATION 22.7.1 Capital Costs The total capital expenditure (CAPEX) proposed for the project is estimated at $363.5M CAD, inclusive of owners’ costs, indirect costs and contingencies. The present costs estimate pertaining to this study qualifies as Class 3 –feasibility study estimate, as per AACE recommended practice R.P.47R-11. The accuracy of this CAPEX estimate has been assessed at ±20%. The CAPEX estimate includes all the direct and indirect project costs, complete with the associated contingency. The estimating methods include quotations from vendors and suppliers specifically sought for this project, approximate quantities and unit rates sourced from quotations and historic projects and allowances based on past projects. A summary of the capital expenditure distribution is shown in Table 22-3 below, in Canadian dollars. Table 22-3 – NAL CAPEX Summary Cost Item Capital Expenditures ($M) Mining Equipment 105.6 Dry Stack Mobile Equipment 19.6 Pre-Approved Projects 26.9 Tailings Filtration Plant and access Roads 80.6 Various Civil Infrastructures 37.6 Tailings Storage Facilities 53.4 Truck Shop Expansion 4.9 Reclamation & Closure 34.9 Total CAPEX 363.5


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 305 22.7.2 Operating Costs Table 22-4 and Table 22-5 are in Canadian dollars. Table 22-4 – Operating cost summary by area Cost Area LOM (M CAD) CAD/t Ore USD/t Ore Mining 955.73 44.25 33.19 Mineral processing 828.54 38.36 28.77 Water treatment 8.68 0.40 0.30 Tailings management 78.79 3.65 2.74 General and administrative (G&A) 394.65 18.27 13.70 Reclamation bond insurance payment 5.53 0.26 0.19 Total operating costs 2,271.92 105.19 78.90 Ore Transport and Logistics Costs 135.33 6.27 4.70 Total on-site and off-site costs 2,407.25 111.46 83.60 Authier Lithium Ore Purchase 1,114.88 51.62 38.72 Reclamation and closure costs 34.91 1.62 1.21 Total Operating and Other Costs 3,557.04 164.70 123.52 Table 22-5 – NAL operation including Authier ore supply - financial analysis summary Item Unit Value (US$) Value (C$) Mine life year 20 Strip Ratio waste t: ore t 8.3 Total NAL Mined Tonnage Mt 201 Total Crusher Feed Tonnage, including Authier Mt 31 Total Crusher Feed Grade, including Authier % 1.04 Revenue Average Concentrate Selling Price $/t conc. 1,352 1,803 Exchange Rate C$:US$ 0.75 Selling Cost Product Transport and Logistic Costs $/t conc. 26 34 Project Costs Open Pit Mining $/t conc. 189 252 Mineral Processing $/t conc. 164 218 Water Treatment, Management and Tailings $/t conc. 2 2 General and Administration (G&A) $/t conc. 78 104 Authier Ore Purchase $/t conc. 220 293 Project Economics Gross Revenue $M 5,114 6,818 Authier Ore Purchased Cost $M 834 1,114 Total Selling Cost Estimate $M 98 130 Total Operating Cost Estimate $M 1,701 2,268 Total Sustaining Capital Cost $M 281 375 Undiscounted Pre-Tax Cash Flow $M 2,225 2,966 Discount Rate % 8 8 Pre-tax NPV @ 8% $M 1,500 2,001 North American Lithium DFS Technical Report Summary – Quebec, Canada 306 Item Unit Value (US$) Value (C$) Pre-tax Internal Rate of Return (IRR) % 4,701 4,701 After-tax NPV @ 8% $M 1,026 1,367 After-tax IRR % 2,545 2,545 Cash Cost, including Authier ore purchase $/t conc. 691 817 All-In Sustaining Costs, excluding Authier $/t conc. 740 987 22.7.3 Project Economics Table 22-5 provides a summary of the financial analysis, which demonstrates that the NAL project is economically viable. Key outcomes of the North American Lithium Definitive Feasibility Study include an estimated pre-tax NPV of $2,001 million (8% discount rate) and a pre-tax IRR of 4,701%. Life of mine is now 20 years, based on an estimated proven and probable mineral reserves of 21.7 Mt @ 1.08% Li2O (proven reserve 0.7 Mt @ 1.24% Li2O and probable reserve 21.0 Mt @ 1.08% Li2O) for NAL and the inclusion of the Authier Lithium Project’s proven and probable mineral reserves. Note: All-In Sustaining Costs = Cash Costs + Sustaining Capital + Exploration expenses + G & A expenses. Summary of the main assumptions:  The economic analysis has been done on a Project basis and does not take into consideration the timing of capital outlays that have been completed prior to the date of this Report.  The financial analysis was based on the mineral reserves presented in Chapter 12, the mine and process plan and assumptions detailed in Chapters 13 and 14, the marketing assumptions in Chapter 16, the capital and operating costs estimated in Chapter 18 and by taking into consideration key Project milestones as detailed in Chapter 21.  The analysis was performed based on fiscal years (FYs) as opposed to calendar years, unless specified otherwise. The fiscal year begins on July 1st and end on June 30th.  Commercial production of spodumene concentrate is scheduled to begin in the second quarter (Q2) of 2023 model Year 1.  Exchange rates: An exchange rate of $0.75 USD per $1.00 CAD was used to convert the USD market price projections into Canadian currency. The sensitivity of the base case financial results to variations in the exchange rate was examined. Those cost components, which include U.S. content originally converted to Canadian currency using the base case exchange rate, were adjusted accordingly.  Discount rate: A discount rate of 8% has been applied for the NPV calculation.  The long-term prices of spodumene concentrate were estimated based on market studies, discussions with experts, recent lithium price forecasts (Chapter 16) and Piedmont contract prices. Revenue up to fiscal year 2026 is based on 50% of the concentrate sales at average North American Lithium DFS Technical Report Summary – Quebec, Canada 307 benchmarked spodumene market prices and the remaining 50% of concentrate sales to the Piedmont Lithium contract price.  Selling costs are the transport and logistics costs of the concentrate to the Quebec City port facility.  The products are sold in batches of 30 kt. The 30-kt shipment intervals were used for Sayona Quebec to accumulate sufficient inventory to achieve a full boatload for shipping cost efficiency.  Class specific capital cost allowance rates are used for the purpose of determining the allowable taxable income.  The financial analysis was performed on proven and probable mineral reserves as outlined in this Report.  Tonnes of concentrate are presented as dry tonnes.  Discounting starts on January 1, 2023.  Authier ore is purchased at $120 CAD/t.  All costs and sales are presented in constant Q1-2023 CAD, with no inflation or escalation factors considered.  All related payments and disbursements incurred prior to the end of Q2-2023 are considered as sunk costs.  Royalties: North American Lithium is not subject to royalty payments.  The accuracy of this CAPEX estimate has been assessed at ±20%. North American Lithium DFS Technical Report Summary – Quebec, Canada 308 23. RECOMMENDATIONS 23.1 PROJECT SUMMARY This Report provides a summary of the results and findings from each major area of investigation to a level that is equivalent and normally expected for a Definitive Feasibility Study of a resource development project. Standard industry practices, equipment and process were used within this study. 23.2 GEOLOGY AND RESOURCES The following activities were recommended in the DFS to improve geology and mineral resource estimates.  Additional drilling is suggested: o Approximately 16,250m to potentially convert material currently classified as inferred resources in the resource pit shell to the indicated category. o Approximately 17,500m to explore lateral plausible extensions NW and SE of the current deposit.  Shoulder samples and internal samples of waste (granodiorite and volcanics) should be collected and assayed on all future drill programs.  Continue to collect bulk density measurements in all rock types, particularly the volcanics and granodiorites.  Surface mapping of the pegmatite dykes, particularly in the volcanics, will improve the understanding of the dyke geometry.  Where possible, channel samples across the pegmatites in the volcanics should be collected and assayed to support the near surface grade estimation.  A thorough grade control program must be implemented and applied during future mine operation. Sayona carried out a surface drilling campaign on the NAL property during 2023 with a total of 172 holes drilled, totaling over 45,500 meters. The objective of the drilling campaign was to increase the mineral resources on the entire NAL property and more particularly to convert the inferred mineral resources into indicated mineral resources. The results of this campaign have not been incorporated into the resources model as of the effective date of this report. Sayona's objective is to continue exploration on the entire NAL property with the aim of increasing the mineral resources and reserves.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 309 23.3 MINING AND RESERVES Conducting the following geotechnical work in the next stage of the Project was recommended as part of the DFS (and are currently ongoing by WSP-Golder):  Preparation of a drawing containing the geology draped on the planned pit walls, using the updated pit shell with the angles presented in this Report, to better define the rock mass that will likely be exposed on the walls.  Continue updating the limits of the design sectors and define the application of the proposed rock slopes for the updated pit shell.  Start to develop a 3D structural model containing the interpretation of the fault intervals from the geotechnical and exploration holes, as well as the mineralized pegmatite dykes.  Update the engineering geology model as additional data becomes available prior to mining.  Carry out additional direct shear tests on the identified major discontinuity sets, particularly those labelled G_CO1 or M_CO1.  Continue to read the installed vibrating wire piezometers to obtain the seasonal variation of groundwater elevations.  Installation of additional piezometers may be required for this monitoring to supplement the data from the three units installed during the 2010 geotechnical investigation.  Carry out test works and analysis to confirm the actual in-place density of the waste material once deposited on the waste rock piles. This is to ensure the planned waste rock areas have sufficient capacity. As mining continues, the risks associated with the uncertainties related to geological structures should be managed by a program of ongoing geotechnical documentation and monitoring, including:  Pit documentation during pit development, including geotechnical wall mapping of the exposed rock faces.  Slope monitoring, including: o Visual inspection. o Surface displacement monitoring. o Subsurface displacement monitoring. o Water-level monitoring and monitoring of piezometric pressures in the NW, N and NE sectors, due to Lac Lortie, settling pond and former tailings basin. o Blasting-related monitoring. Other recommendations as mining continues include:  Further optimize the mine plan and detail the mining sequence to mine efficiently around old underground workings.  Optimize the crusher feed and adjust mine planning sequence accordingly to maximize the average grade feed with ROM feed coming from Authier and to minimize the iron content in the North American Lithium DFS Technical Report Summary – Quebec, Canada 310 feed. Validations with the Processing team on the timeframe within which the feed grade must be constant.  Detail the waste deposition sequence to various waste rock piles as well as for site infrastructure construction requirements (site roads, haul roads, pads, and tailings storage facilities). 23.4 METALLURGY AND PROCESSING Testwork on blended composite and variability samples has shown that metallurgical performance is strongly influenced by grind size, host rock type, and lithia and iron grades in the run-of-mine ore. For this reason, attention should be made to manage ROM feed grade fluctuations to allow stable operation of the process plant. The following should be considered:  Further metallurgical testwork are recommended such as: o Assessment of the impact of dilution and head grade on metallurgical performance. More detailed variability (Authier and NAL ore) testwork should be performed to produce a recovery model based on feed characteristics. o Mineralogy and liberation analysis should be completed around the flotation circuit to investigate potential optimization opportunities.  Testwork showed metallurgical performance is strongly sensitive to grind size. High attention should be given to the operation of crushing and grinding circuits to ensure optimal grind size is achieved.  The mine plan showed variability in iron content of the ROM material. An operational strategy should be developed for ore sorter and WHIMS operation to minimize lithium losses while attaining the desired concentrate quality.  Continue filtration testing to confirm the design of the tailings filtration plant. Optimize the filter plant layout based on the selected technology. 23.5 INFRASTRUCTURE  It is recommended that the current water treatment system (reverse-osmosis) be evaluated as to its capacity and efficiency of the current water treatment system for use over the larger footprint of the new project.  The entrance to the site should be upgraded to allow for a larger turn radius for the vehicles transporting the ore and concentrate. There will be a considerable increased amount of traffic at this entrance. Additionally, it is recommended that the existing public gravel road should be upgraded and paved to support the added traffic. North American Lithium DFS Technical Report Summary – Quebec, Canada 311  Geotechnical investigations should continue and be completed in all proposed infrastructure areas to validate geotechnical assumptions taken during this study. This will also support detailed engineering. 23.6 ENVIRONMENTAL AND SOCIAL RECOMMENDATIONS  It is recommended that geotechnical investigations continue in the area of the waste rock pile no. 2 extension (WRP-2) in support of detailed engineering.  At least 3 samples of the hydromet tailings should be tested to determine the optimal degree for compaction and required moisture content (Proctor tests).  Samples of hydromet tailings (liquid portion and solid portion) should be subjected to a comprehensive environmental geochemical characterization program.  The geochemical characterization of the spodumene tailings should be further explored.  Progressive restoration of waste pile #2 should be started soon.  Potential areas for waste storage closer to the open-pit location should be reassessed according to environmental constraints since a shorter haul distance for waste and overburden would have a positive impact on costs and greenhouse gas (GHG) emissions.  It is recommended to carry out more geochemical characterizations of the tailings generated from the milling of NAL ore plus NAL/Authier ore for spodumene concentrate production only.  It would be relevant to carry out a comprehensive environmental characterization of the existing tailings storage facility (TSF-1) in order to develop optimized concepts for its reclamation. Special attention must be given to the requirements for treatment of contaminated waters still present at the end of operation of the TSF-1.  A global water balance must be developed for the entire site, including the new tailings storage facility (TSF-2). In order to optimize the water management, special attention must be given to the source of waters used for processing (mine water, water from existing TSF and/or from future TSF).  It would be relevant to begin revegetation tests on waste rock pile no. 2 (WRP-2) in order to confirm the feasibility of the concept presented in the closure plan for the restoration of waste rock piles. 23.7 PROJECT COSTS AND FINANCIAL EVALUATION Several items mentioned in the previous chapters will reduce costs and improve the financial position of the deposit. Examples of these items include finding waste storage locations closer to the pit and optimizing the grind size. North American Lithium DFS Technical Report Summary – Quebec, Canada 312 24. REFERENCES This report was based primarily on the “North American Lithium DFS Technical Report Summary” with an effective date of December 31, 2023. The references provided in that report are itemized in the following chapters. 24.1 GENERAL PROJECT Agence Canadienne d’Évaluation Environnementale. 2018. Projet de mine de spodumène North American Lithium. Rapport d’étude approfondie. 107 p. BBA, 2023. Leblanc, I, Piciacchia, L, Quinn, J., Dupéré, M. Updated Definitive Feasibility Study Report for the Authier Lithium Project prepared for Sayona Mining Limited, dated April 14, 2023. Benchmark Minerals, 2022, Lithium Forecast | Q1 2022 | Benchmark Mineral Intelligence. Canada Lithium Corp., 2012, Feasibility Study Update – NI 43-101 Technical Report, Québec Lithium Project, La Corne Township, Québec, October, 2012. Canadian Dam Association, 2013, Application of Dam Safety Guidelines to Mining Dams. Canadian Dam Association, 2014, Application of Dam Safety Guidelines to Mining Dams. Environment Canada, 2016, Guidelines for the Assessment of Alternatives for Mine Waste Disposal. Golder Associates. 2012. Caractérisation géochimique d’échantillons de stériles miniers du projet Québec Lithium. Québec Lithium inc. 9 p. + appendices. Golder Associates. 2012. Caractérisation géochimique d’échantillons de résidu combiné du projet Québec Lithium. 13 p. + appendices. Golder, 2017b, Niveau Maximum d’Opération du Parc à Résidus #1 – Phase 1B+. Hawley, M., Cunning, J., 2017, Guidelines for Mine Waste Dump and Stockpile Design, CRC Press/Balkema. Kramer, S.L., 1996, Geotechnical Earthquake Engineering, Prentice Hall Inc., Englewood Cliffs, NJ. Ministère de l’Énergie et des Ressources Naturelles, Direction de la restauration des sites miniers, 2016, Guide de préparation du plan de réaménagement et de restauration des sites miniers au Québec. Ministère du Développement durable, de l’Environnement et des Parcs, 2012, Directive 019 sur l’industrie minière.


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 313 Ministère des Ressources Naturelles, Direction de la restauration des sites miniers, 2014, Approbation de la mise à jour du plan de restauration du site minier Québec Lithium. SNC, 1974. Surveyer, Nenniger and Chênevert Inc (SNC). Report of Lithium Property, Barraute, Quebec for Sullivan Mining Group, Montreal, Quebec. 63 pp. URSTM. 2015. Essais cinétiques sur quatre lithologies du projet Québec Lithium. 54 p. Wood Mackenzie, 2022, Global lithium strategic planning outlook – Q1 2022. 24.2 GEOLOGY AND RESOURCES Asselin, R., Chief Geologist, 2016, Final – Procédures Forages de Surface 2016, Internal North American Lithium report (in French). Blanchet, D., Hardie, C., Lavery, M.E., Lemieux, M., Nussipakynova, D., Shannon, J.M., Woodhouse, P., 2011, Feasibility Study Update, NI 43-101 Technical Report, Québec Lithium Project, La Corne Township, Québec, Prepared for Canada Lithium Corp., (pp.164). Breaks, F.W. and Tindle, A.G,1997, Rare-Metal Exploration Potential of the Separation Lake Area: An Emerging Target for Bikita-Type Mineralization in Superior Province, Northwestern Ontario, Ministry of Energy, Northern Development and Mines Publication OFR5966. Carrier, A., Kerr-Gilespis, F., 2016, Note technique préliminaire de diligence raisonnable sur la campagne de forage de surface et d’échantillonnage, InnovExplo due diligence report, 10 p. (in French). Černý, P., 1991, Rare Element Granitic Pegmatites. Part I: Anatomy and Internal Evolution of Pegmatite Deposits, Geoscience Canada, v.18, (pp. 46-67). Corfu, F.,1993, The evolution of the southern Abitibi greenstone belt in light of precise U-Pb geochronology, Economic Geology (1993) 88 (6): 1323–1340. Dawson, K.R., 1966, A Comprehensive Study of the Preissac-La Corne Batholith, Abitibi Country, Québec, Geological Survey of Canada, Bulletin 142. Derry, D.R., 1950, Lithium-bearing Pegmatites in Northern Québec, Economic Geology, v. 45(2), (pp. 95- 104). Feng, R. and Kerrich, R., 1991, Single zircon age constraints on the tectonic juxtaposition of the Archean Abitibi greenstone belt and Pontiac Subprovince, Québec, Canada, Geochimica et Cosmochimica Acta, volume 55 Issue 11. North American Lithium DFS Technical Report Summary – Quebec, Canada 314 Gariépy, C. and Allègre, C., 1985, The lead isotope geochemistry and geochronology of late-kinematic intrusives from the Abitibi greenstone belt, and the implications for late Archaean crustal evolution, Geochimica et Cosmochimica Acta, volume 49 Issue 11. Hardie, C., Live, P., Palumbo, E., 2016, Technical Report 43-101 on the Pre-Feasibility Study for the Québec Lithium Project, Prepared for Canada Lithium Corp., (pp. 135). Hardie, C., Stone, M., Lavery M.E., Lemieux, M., Blanchet, D., Woodhouse, P., January 2011, Technical Report NI 43-101 on the Feasibility Study for the Québec Lithium Project, La Corne Township, Québec, Prepared for Canada Lithium Corp., (pp. 146). Karpoff, B.S., 1955, Pegmatitic Lithium Deposit of the Québec Lithium Corporation, Internal Report of Québec Lithium Corporation. Karpoff, B.S., 1993, Évaluation Technique de la Propriété Minière Québec Lithium, Internal Report for Cambior Inc. (in French). Lavery, M.E., Stone, M., November 2010, Technical Report, Québec Lithium Property, La Corne Township, Québec, Prepared for Canada Lithium Corp., (pp. 146). London, D. 2008, Pegmatites, The Canadian Mineralogist Special Publication 10. McCracken, T., et al., 2022, Prefeasibility Study Report for the North American Lithium Project, Québec Lithium Property, La Corne, Québec, Canada, Prepared for Sayona Mining Limited. Mulja, T., Williams-Jones, A.E., Wood, S.A., Boily, M., 1995, The Rare-Element enriched Monzogranite- Pegmatite-Quartz Vein System in the Preissac-La Corne Batholith, Québec, Geology and Mineralogy, Canadian Mineralogist, v. 33, (pp. 793-815). Rowe, R.B., 1953, Pegmatitic Beryllium and Lithium Deposits, Preissac-La Corne region, Abitibi County, Québec, Geological Survey of Canada, Paper 53-3. Selway, J.B., Breaks, F.W., Tindle, A.G., 2005, A Review of Rare-Element (Li-Cs-Ta) Pegmatite Exploration Techniques for the Superior Province, Canada, and Large Worldwide Tantalum Deposits, Exploration and Mining Geology (2005) 14 (1-4): 1–30. Shannon, J.M., Nussipakynova, D., Pitman, C., 2011, Québec Lithium Property, La Corne Township, Québec, Technical Report for Canada Lithium Corp., Prepared by AMC Mining Consultants (Canada) Ltd., December 5, 2011, (pp. 115). Steiger, R.H. and Wasserburg, G.J., 1969, Comparative U-Th-Pb systematics in 2.7 × 109yr plutons of different geologic histories, Geochimica et Cosmochimica Acta, Volume 33, Issue 10, Pages 1213- 1232. North American Lithium DFS Technical Report Summary – Quebec, Canada 315 Stone, M., Ilieva, T., April 2010, Independent Technical Report, Québec Lithium Property, La Corne Township, Québec, Prepared for Canada Lithium Corp. by Caracle Creek International Consulting Inc., (pp. 227). Stone, M., Selway, J., December 2009, Independent Technical Report, Québec Lithium Property, La Corne Township, Québec, Prepared for Canada Lithium Corp. by Caracle Creek International Consulting Inc., (pp. 132, plus appendices). Tremblay, L.P., 1950, Fiedmont Map Area, Abitibi County, Québec, Geological Survey of Canada, Memoir 253. 24.3 MINING Castro, L., El Madani, F., 2010, Feasibility Pit Slope Design – Québec Lithium Open Pit Project - report no. 10-1221-0017-3000-Rev0. Poniewierski, J., 2017, Pseudoflow Explained - A discussion of Deswik Pseudoflow Pit Optimization in comparison to Whittle LG Pit Optimization, (pp. 4). Golder Associés Ltée, 2010, Investigation hydrogéologique - Exploitation à ciel ouvert, Québec Lithium - Secteur du Lac Lortie. Golder Associés Ltée, 2017, Investigation hydrogéologique - Exploitation à ciel ouvert, Québec Lithium - Secteur du Lac Lortie. Golder Associés Ltée, 2018, Memorandum Technique, TMF Chapter for NI-43101 Update – June 17 Golder Associés Ltée, 2022, Avis Technique – Critères de Conception pour l’Enveloppe de Fosse de Niveau Pré-faisabilité – Site Minier Lithium Amérique du Nord, La Corne, Québec. WSP Golder, November 2022, Étude hydrogéologique du secteur de la fosse au site minier de Lithium Amérique du Nord, La Corne, Québec WSP Golder, 2 december 2022, Mise à jour de l’évaluation des piliers de surface de la mine Lithium Amérique du Nord WSP Golder, february 23, 2023, Revue sommaire de l’enveloppe de fosse du 21 février 2023 WSP Golder, 2023, Memorandum Technique, Préliminaire - Recommandations pour les angles de pentes pour l’étude de faisabilité de la réouverture de la fosse Lithium Amérique du Nord - Lacorne, Québec, Canada North American Lithium DFS Technical Report Summary – Quebec, Canada 316 24.4 MINERAL RESOURCES AND METALLURGY North American Lithium, Rapport de Production (Internal document), June 2017 to March 2019. Palumbo, E., Hardie, C., 2016, Technical Report on Laboratory Testwork and Operational Issues, Prepared for North American Lithium Inc. by BBA Inc. (Technical Report No. 5939017-000000-49-ERA-0002, Rev 00, December 12, 2016), (pp. 112). Primero, 2022, North American Lithium Mine - Concentrate Belt Filter Upgrade Study - 24003-REP-PR-001 Rev. C, February 8th, 2022. SGS Canada Inc., 2010, A Pilot Plant Investigation into the Flotation Recovery of Lithium, Québec Lithium Project, Final Report prepared for Canada Lithium Corp., October 25, 2010. SGS Canada Inc., 2019, 15818-004A Flot Test NAL-Sayona. SGS Canada Inc., 2021, 15818-05A Flot Test-Nov. 18. SGS Canada Inc., 2022, 15818-05A/MI4537-NOV21, Semi-Quantitative X-Ray Diffraction. SGS Canada Inc., 2022, 15818-05A Flot Test-March 13. SGS Canada Inc., 2023, 15818-05A Flot Testwork-March 05 Woodhouse, P. et al., 2011, Updated Feasibility Study for the Quebec Lithium Project – Process Section, Prepared for Canada Lithium Corp. by Technology Management Group, (pp. 66).


 
North American Lithium DFS Technical Report Summary – Quebec, Canada 317 25. RELIANCE ON INFORMATION SUPPLIED BY REGISTRANT 25.1 GENERAL The authors of the original Definitive Feasibility Study (DFS), which the previous TRS was based on, relied upon information provided by experts who were not authors of the Report. The authors of the various sections of the Report believe that it is reasonable to rely upon these experts, based on the assertion that the experts have the necessary education, professional designation, and related experience on matters relevant to the technical report. The authors have assumed, and relied on the fact, that all the information and existing technical documents listed in Chapter 24 (References) of this Report are accurate and complete in all material aspects. While the authors reviewed all the available information presented, we cannot guarantee its accuracy and completeness. The authors reserve the right, but will not be obligated, to revise the Report and conclusions, if additional information becomes known subsequent to the date of this Report. The statements and opinions expressed in this document are given in good faith and in the belief that such statements and opinions are neither false, nor misleading at the date of this Report. A draft copy of the Report has been reviewed for factual errors by Sayona Quebec. Any changes made because of these reviews did not involve any alteration to the conclusions made. 25.2 MINERAL CLAIMS AND SURFACE RIGHTS The authors have not independently reviewed ownership of the Project area and any underlying property agreements, mineral claims, surface rights or royalties. The authors have fully relied upon, and disclaimed responsibility for, information derived from Sayona Quebec. Refer to Chapter 3 (Property Description and Location) for further information on property ownership and agreements. North American Lithium DFS Technical Report Summary – Quebec, Canada 318