Sayona Mining Limited
Annual Report 2019

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A N N U AL R EP O R T 2 0 1 9 PLUGGED INTO AN ELECTRIC FUTURE PLUGGED INTO AN ELECTRIC FUTURE CONTENTS CONTENTS 2 3 4 8 10 The Company Leadership Team Tenement Schedule 19 Highlights Authier Project 22 Resources and Reserves Managing Director’s Report 13 Tansim Project Directors’ Report 24 14 Western Australian Lithium 37 Auditor’s Independence Declaration 16 East Kimberley Graphite Project Financial Statements 38 74 77 ASX Information Corporate Directory 2 3 The Company Authier Project Tenement Schedule 15 Highlights Tansim Project 16 Resources and Reserves 4 8 9 Western Australian Lithium 19 Directors’ Report 13 East Kimberley Graphite Project 31 Auditor’s Independence Declaration 32 66 69 Financial Statements ASX Information Corporate Directory 2 3 4 The Company Highlights 8 10 Leadership Team 19 Tenement Schedule Authier Project 22 Resources and Reserves Managing Director’s Report 13 Tansim Project 24 Directors’ Report 14 Western Australian Lithium 37 Auditor’s Independence Declaration 16 East Kimberley Graphite Project 38 74 77 Financial Statements ASX Information Corporate Directory Sayona Mining Limited I Annual Report 2019 1 Sayona Mining I Annual Report 2019 1 THE COMPANY East Kimberley Graphite Mt Edon Lithium Tansim Lithium Authier Lithium Pilbara Lithium Sayona is an emerging lithium producer focused on providing materials for the construction of lithium- ion batteries, an essential component for the rapidly growing renewable energy technology sector. A POSITIVE DEFINITIVE FEASIBILITY STUDY… DEMONSTRATED AUTHIER’S POTENTIAL AS A PROFITABLE AND SUSTAINABLE NEW LITHIUM MINE Sayona Mining Limited (ASX:SYA) is an emerging lithium producer focused on providing materials for the construction of lithium-ion batteries, an essential component for the rapidly growing renewable energy technology sector. The Company’s flagship development is the Authier Lithium Project in Québec, Canada. A positive Definitive Feasibility Study (DFS), completed in September 2018, demonstrated the project’s potential as a profitable and sustainable new lithium mine. Québec is pursuing the development of a complete lithium value chain, from extraction to processing. In the midst of current global trade uncertainty, it is well positioned to become a key hub of downstream processing facilities to feed the North American lithium-ion battery market. Lithium development Lithium exploration Graphite exploration Sayona also holds a portfolio of lithium and graphite exploration projects in the world-class Pilgangoora lithium district of Western Australia. The Company is backed by an experienced board with a track record of successful lithium project development. This is supported by a management team with global experience in financing, developing and managing major resource projects. Together, they have the expertise necessary to drive the sustainable development of Sayona’s projects and to maximise stakeholder returns. 2 HIGHLIGHTS HIGHLIGHTS HIGHLIGHTS Initial DFS confirms the project DFS now being revised based profitability with a projected pre-tax NPV of CAD$184m (AUD$194m) on increased daily production levels of 2,600t Ore Reserve for Authier increased to 12.1 million tonnes Authier permitting progressing with launch of Environmental Impact Study Leadership team strengthened with the appointment of a new Managing Director in Australia and CEO in Québec Earn-in with Altura Mining to develop WA lithium assets Project pipeline advances with positive drilling results from Tansim Lithium Project (Canada) & Mallina Project (Western Australia) DFS now being revised based on optimised final production level Ore Reserve for Authier increased to 12.1 million tonnes Leadership team strengthened with the appointment of a new Managing Director in Australia and CEO in Québec Project pipeline advances with positive drilling results from Tansim Lithium Project (Canada) & Mallina Project (Western Australia) DFS confirms the Authier project profitability with a projected pre-tax NPV of CAD$184m (AUD$194m) Ore Reserve for Authier increased to 12.1 million tonnes Leadership team strengthened with the appointment of a new Managing Director in Australia and CEO in Québec Project pipeline advances with positive drilling results from Tansim Lithium Project (Canada) & Mallina Project (Western Australia) DFS confirms the Authier project profitability with a projected pre-tax NPV of CAD$184m (AUD$194m) Ore Reserve for Authier increased to 12.1 million tonnes Leadership team strengthened with the appointment of a new Managing Director in Australia and CEO in Québec Project pipeline advances with positive drilling results from Tansim Lithium Project (Canada) & Mallina Project (Western Australia) Sayona Mining I Annual Report 2019 3 MANAGING DIRECTOR’S REVIEW Dear Shareholder The past year has seen significant advances for Sayona as we progress towards our target of becoming a profitable and sustainable lithium producer. Significantly, our flagship Authier Lithium Project in Québec, Canada has become a highly strategic asset amid the U.S.-China trade war and an increasing focus by U.S. lawmakers on the need to secure supplies of strategic battery minerals such as lithium. This, together with the Québec’s Government public and private support of the province’s lithium industry, has given Sayona’s projects a tremendous boost. Notably, this has included recent comments by Québec’s Premier Francois Legault, describing lithium as a “jewel” that the province has yet to exploit with a vision of producing “100-per-cent Québec batteries.” Firstly however, looking back at fiscal 2019, I would like to draw your attention to some of the past year’s highlights for our Company. Positive DFS for Authier Authier’s potential to become a profitable and sustainable new lithium mine was highlighted by the definitive feasibility study (DFS) released in September 2018. While the DFS is now subject to review based on the project’s revised regulatory pathway, it pointed towards positive outcomes for all stakeholders. For the local community, the new mine could create around 150 jobs in construction and 160 jobs in operation, with Sayona giving priority to local employment and suppliers. It would also make a sizeable economic contribution to Québec and Canada, providing royalties and other tax revenues for community benefit, while also supporting Québec’s strategy of developing a complete lithium value chain. Authier also benefits from Québec’s excellent infrastructure, including low-cost hydroelectric power, extensive road and rail networks and access to skilled labour, along with its close proximity to major battery markets in the United States. However, any new mining project cannot proceed without community support and Authier is no exception. In March 2019, the Québec Environment Minister advised the project would be subject to the environmental impact assessment and review procedures under the BAPE (bureau d’audiences publiques en environnement). This compared to the previous regulatory pathway, which specified a maximum production threshold of 2,000 tonnes (t) per day. For Sayona, this was a positive outcome based on a number of considerations. Significantly, the DFS is now undergoing review based on a higher daily production limit of 2,600t, with an estimated 14-year mine life and annual spodumene output of 115,000t (6% Li O). 2 This 30 per cent increase in the daily production rate now positions Authier to take advantage of potential downstream processing, adding much greater value to the project as shown by a previous concept study. The DFS review also allows Sayona to further optimise the project, while ensuring it meets community expectations concerning environmental protection. An environmental impact assessment released in May 2018 showed the project would have no impact on the water quality of the Esker Saint-Mathieu-Berry and this will be further demonstrated by the new environmental impact statement (EIS) currently underway. In addition, the extra review and consultation procedures under the BAPE process will help ensure community acceptance, including support from key stakeholders such as local municipalities, landowners, First Nation communities and others. Sayona is committed to Québec’s regulatory process and will continue working hard to earn a social licence to operate. Pending the necessary approvals and financing, construction could start as early as 2021 and mining operations in 2022. 4 Authier’s potential to become a profitable and sustainable new lithium mine was highlighted by the definitive feasibility study released in September 2018. Sayona Mining I Annual Report 2019 5 Project pipeline advances Together with Authier, Sayona’s project pipeline also advanced over the past year in a positive sign for future value creation. In August 2018, Sayona announced high-grade lithium assays from initial reconnaissance sampling at the Tansim Lithium Project, located 82 kilometres south-west of Authier. Tansim comprises 139 mineral claims covering 8,500 hectares and is seen as prospective for lithium, tantalum and beryllium. In April 2019, drilling results highlighted the potential for a new lithium deposit, with 11 diamond drill holes intersecting concentrations of spodumene mineralisation. While at an early stage, Tansim’s prospectivity and its proximity to Authier could make it a potentially valuable addition to the Company’s lithium portfolio. 2 Meanwhile, in Western Australia, drilling at the Mallina Project showed positive results including 4m @ 2.18 per cent Li O, including a peak assay value of 3.18%. While further drilling is required, the results showed Mallina’s potential among the Company’s other projects in the world-class Pilgangoora lithium district. Post-balance date, in August 2019, Sayona announced an earn-in agreement with lithium producer Altura Mining. Under the agreement, Altura will spend $1.5 million on exploration across the project portfolio over a three-year period to earn a 51 per cent interest. With Sayona sharing common directors with Altura, this agreement is a truly win-win deal for both companies. For Altura, it provides access to a highly prospective exploration portfolio, while for Sayona, the Company can benefit from any exploration upside while focusing on its most advanced project, Authier. New management team These are exciting times for Sayona and the Company has received an injection of fresh talent with a new leadership team appointed in both Australia and Canada. In May 2019, Guy Laliberté was appointed as Sayona Québec’s new Chief Executive Officer, further strengthening the Québec team following the January appointment of Serge Rouillier as Manager, Sustainable Development. Guy and Serge have a wealth of experience both in Québec and internationally and are playing a vital role in enhancing Sayona’s community engagement activities. Sayona cut the ribbon on a new office in the township of La Motte in January 2019, opened by the mayor and other dignitaries, as further demonstration of the Company’s commitment to the local community. And post balance date, on July 1, I was delighted to be appointed as Sayona's new Australian based Managing Director. 6 Shareholder support Finally, I would like to thank shareholders for their support amid recent challenging market and economic conditions. Sayona’s Board and management are fully aligned with shareholders’ interests and this was clearly shown by our investment of nearly $1 million in a placement in conjunction with a Shareholder Share Purchase Plan (SPP). The SPP closed on 23 August, having secured, together with the placement, some $1.9 million to advance the Company’s key projects. For shareholders, the year ahead points to some major milestones for Sayona, including the completion of Authier’s revised DFS and further advances in our project pipeline. The Company also continues to pursue other potential opportunities to add value for shareholders. Demand for lithium-ion batteries continues to rise amid the revolution in energy and transport, and with analysts pointing to a looming supply deficit for lithium in the early to mid-2020s the outlook is highly favourable. Add to this the Company’s experienced Board that has a track record of successfully developing resource projects around the world, together with Sayona’s strategically beneficial position in Québec and the future looks very bright indeed. On behalf of the Board, thank you again to our shareholders, employees, contractors, suppliers, partners and all others connected with Sayona for your support. I look forward to meeting you and sharing our vision of Sayona’s prosperous future in lithium, the fast-growing metal of the 21st century. Yours sincerely Brett Lynch Managing Director Sayona Mining I Annual Report 2019 7 LEADERSHIP TEAM Sayona is backed by an experienced Board with a proven track record of taking mining projects from exploration through to development and final production. It is further supported by a new leadership team in Québec with global mining project development capabilities and expertise in local government, community and stakeholder engagement. The Company is now well-positioned with an experienced executive team in place to drive the development of the Authier and Tansim projects in Canada, and its lithium prospects in Western Australia. L to R James Brown, Dan O’Neill, Paul Crawford 8 Guy Laliberté Chief Executive Officer, Sayona Québec Guy is an experienced project director and construction manager in the mining and heavy industry sector. Born in Québec, he has more than 35 years’ project management experience in major international mining and construction projects. The Authier development will be the fourth open-pit mining project he has led, either as project director or construction manager. Guy joined Sayona in May 2019. Serge Rouillier Manager Sustainable Development, Sayona Québec Serge is an experienced mining executive, born in Québec and skilled in stakeholder and community engagement. Serge joined Sayona in January 2019 and is focused on ensuring community and stakeholder views are reflected in the Company’s development plans for Authier. Brett Lynch Managing Director Brett is an experienced mining engineer, company director and CEO with a strong background in international mining and mining related businesses. He has over 30 years’ experience in business development and management with a proven track record of delivering shareholder value through converting opportunities to outcomes. Brett was appointed Managing Director on 1 July 2019. Paul Crawford Executive Director & Company Secretary Paul is an experienced company secretary with qualifications in accountancy, financial management and business law. He has 40 years of commercial experience, including various technical and management roles within the minerals, coal and petroleum industries. Paul is the principal of his own corporate consultancy firm, providing accounting, corporate governance, business advisory and commercial management services. He joined the Board of Sayona in 2000. Dan O’Neill Non-Executive Director Dan is an exploration geologist with more than 40 years’ experience in exploration project and corporate management. He has held positions with a number of Australian and multinational exploration companies and was a founding director of lithium producer, Orocobre. Dan joined the Board of Sayona in 2000 and was Managing Director until July 2019. He is also a Non- executive Director of Altura Mining Limited. James Brown Non-Executive Director James is a mining engineer with extensive operational and development experience in the coal mining industry in Australia and Indonesia, including 22 years with New Hope Corporation. He was appointed to the Sayona Board in 2013. James is also Managing Director of Altura Mining Limited. Alan Buckler Non-Executive Director Alan has over 45 years’ experience in the mining industry and has been directly responsible for the commercialisation of several projects in Australia and Indonesia, from resource identification through to production. He is a former Director and Chief Operations Officer of New Hope Corporation. Alan joined the Sayona Board in 2013. He is also a Non-executive Director of Altura Mining Limited. Sayona Mining I Annual Report 2019 9 OPERATIONS Authier Project Sayona’s Authier Lithium Project (Authier) is a hard rock spodumene lithium deposit scheduled for development as an open cut mine initially producing a 6% Li O 2 spodumene concentrate, the source of high grade, low contaminant lithium carbonate. An updated JORC Ore Mineral Resource and Reserve statement, reported in September 2018, has identified a Total Resource of N Rouyn- Noranda Val-d'Or identified a Total Resource of 20.94 million tonnes at 1.01% Li O, and a Proved Reserve of 12.1 million tonnes at 1.00% Li O*. 2 2 The key attraction of the project is its near-term development potential. The Company has completed a DFS which confirmed the project’s potential to become a sustainable and profitable new lithium mine. This was undertaken on the basis of a daily production limit of 2,000 t, as per the previously planned regulatory pathway. However, the DFS is now being reviewed under a revised regulatory pathway, as announced in March 2019. The new proposed daily production limit of 2,600 t, a 30% increase on the previous limit, will position the project to pursue downstream processing opportunities. Authier Lithium Project CANADA Tansim Lithium Project Québec 100km Authier Project location * Refer Resources and Reserves, page 22 Ottawa Montreal USA 10 Sayona is focused on completing the required environmental studies and community engagement to obtain all regulatory approvals. The deposit at Authier is hosted in a spodumene bearing pegmatite intrusion and has been defined by more than 31,000 metres of drilling. Authier is located approximately 590 kilometres north-west of Montréal, near the city of Val d’Or, a major mining service centre, in the province of Québec. The region has a highly-skilled local workforce, access to low-cost hydroelectric power and excellent infrastructure with established road and rail facilities to export ports. In December 2018, Sayona announced its participation in a joint study on the development of a lithium‐ion battery industry in Québec. The study will be carried out with the financial support of the Québec Ministry of Economy and Innovation and other partners. It will assess how Québec can leverage its competitive advantages, including its proximity to major markets, to ensure the province is strategically positioned to benefit from the clean energy revolution that is driving demand for lithium-ion battery technology. Definitive Feasibility Study A DFS, completed in September 2018, confirmed Authier’s potential as a profitable and sustainable new lithium mine that will provide new jobs and economic benefits for the local community, and positive outcomes for all stakeholders. The new mine has the potential to create 150 jobs in construction and up to 160 jobs in operation, with the Company giving priority to local employment and suppliers. The projected life of mine production is 1.58 million tonnes of spodumene concentrate. It will be mined by low- cost open-cut methods enhanced by the shallow and thick nature of the mineralisation, allowing spodumene ore to be processed from the commencement of mining. The DFS clearly demonstrated the viability of a mining and processing operation, with the necessary infrastructure in place to support the development of the project. Key findings of the DFS included: ! Pre-tax NPV of CAD$184.8 million and IRR 33.7% (real terms at 8% discount rate); ! Annual average concentrate production of 87,400 t at 6% Li O;2 ! Average annual revenue of CAD$80 million; ! FOB Port cash costs of CAD$482/t (US$366/t); ! Low start-up capital of CAD$89.9 million; ! LOM strip ratio of 6.9:1; ! 18-year mine life. In March 2019, the Québec Environment Minister announced the project would be subject to the environmental impact assessment and review procedures under the BAPE. Subsequently, the Company announced it would be seeking approval, based on a sustainable development approach, to process in the order of 2,600 tonnes per day, providing for an approximate mine life of 14 years and estimated annual average spodumene concentrate production of around 115,000 tonnes at 6% Li O. Sayona is now 2 undertaking a review of its DFS under these new parameters. Permitting When it was announced that the Authier project would be subject to the environmental impact assessment and review procedures under the BAPE, the Québec Environment Minister said the process would enable Sayona to “present the environmental protection measures likely to ensure the acceptability of its project, both socially and environmentally as well as economically.” Following the announcement, Sayona decided to undertake further community engagement and environmental studies, including an Environmental Impact Assessment (EIA) as per Article 31.1 of the Environment Quality Act. Sayona had already completed an Environmental Assessment Study for the project, which showed it would have no impact on the water quality of the Esker Saint‐Mathieu‐Berry, a local source of potable water, and that any other impacts arising from the operations would be minimal after the application of mitigation measures. In May 2019, engineering consultancy BBA was appointed to review the original mine plan and the 2018 DFS in accordance with the new approval process, and based on the optimised production levels. Sayona Mining I Annual Report 2019 11 Overall the BAPE permitting process is expected to take up to 18 months. Pending regulatory approval, the construction process for Authier is targeting commencement in 2021 with mining operations beginning in 2022. Nation community, non- governmental environmental organisations and recreational associations. The involvement of stakeholders will continue throughout the various project stages. In addition, the Company has been engaging with the broader community outside the immediate project area. Meetings are continuing with regional councils, other mining companies, government organisations and other key business stakeholders in the region. To further strengthen Sayona’s community engagement efforts, the Company has opened an office in La Motte, a municipality in close proximity to the Authier project. Community members are encouraged to visit the office to learn more about Sayona’s plans for the sustainable development of the proposed mine and the economic benefits it can return to the region. Environmental, Community and First Nations Sayona’s mining activities are underpinned by a fundamental premise based on a sustainable development approach and respect for the local communities and environments in which it operates. In June 2019, Sayona commenced an environmental impact study (EIS) for the Authier project. This is part of the overall permitting process along with public consultation and review, ultimately leading to a ministerial recommendation and government decision. The 30-day public consultation period began in mid- June for comments on issues to be addressed in the study. Sayona is aiming to submit the EIS in late 2019. During the year discussions were held, and are continuing, with First Nations Pikogan for an Economic Benefits Agreement with the Abitibiwinni community. The target is to conclude and sign the final agreement in Q4 2019. An ongoing Community Relations Program has been developed to engage and inform local stakeholders. This program includes information sessions and consultations with municipalities, landowners, the Algonquine First 12 AUTHIER LITHIUM PROJECT DFS HIGHLIGHTS Authier Lithium Project DFS Highlights Description Average Annual Ore Feed to the Plant Annual Average Spodumene Production Life-of-Mine Life-of-Mine Strip Ratio Average Spodumene Price Initial Development Capital Costs Total Life of Mine Capital Costs Total Net Revenue (real terms) Total Project EBITDA (real terms) Average Life of Mine Cash Costs (Mine-gate) Average Life of Mine Cash Costs (Montreal Port FOB) Net Present Value (real terms @ 8% discount rate) Pre-Tax Internal Rate of Return Project Payback Period Exchange Rate Unit tonnes tonnes years waste to ore US$/tonne C$ million C$ million C$ million C$ million C$/tonne C$/tonne C$ million % years CAD:USD Results 675,500 87,400 18 6.9:1 675 89.9 83.6 1,394 460 416 482 184.8 33.7 2.6 0.76 Tansim Project Sayona has expanded its Canadian lithium footprint with the staged acquisition of the Tansim lithium exploration project in Québec. The Tansim project is located 82 kilometres south-west of Authier. The project comprises 141 mineral claims of 8,500 hectares and is prospective for lithium, tantalum and beryllium. The priority targets at Tansim are Viau-Dallaire and Viau. An 11-hole drilling program was undertaken at the Viau-Dallaire outcrop in February 2019. In April 2019, positive drilling results were returned with interceptions of variable concentrations of spodumene mineralisation, boosting the prospects for an additional lithium deposit within close proximity to Authier. Follow-up drilling and test work is being planned. Also, in April, Sayona expanded the Tansim project with the acquisition of the Lac Simard lithium prospect, Val d’Or, from a private company, Exiro Minerals Corp (Exiro). Under the agreement Sayona can acquire a 100% interest by making cash and share payments and undertaking work on the property over a three- year period, with Exiro retaining a 2% net smelter return royalty. Exploration at Tansim is being closely coordinated with the local First Nations group, Winneway Long Point First Nation, which will provide support services for future work programs. N Rouyn- Noranda Val-d'Or Authier Lithium Project CANADA Tansim Lithium Project Québec 100km Tansim Project location Ottawa Montreal USA Sayona Mining I Annual Report 2019 13 Western Australian Lithium Projects Sayona’s leases in the Pilbara region cover some 1806 sq km and are centred in the world-class Pilgangoora lithium district. They are prospective for hard rock spodumene pegmatite mineralisation. Wyndham Broome Port Hedland N Exmouth Pilgangoora Lithium Deposit Pilbara Lithium Project WESTERN AUSTRALIA Mt Magnet Geraldton Mount Edon Lithium Project Kalgoorlie Mount Marion Lithium Deposit PERTH Greenbushes Lithium Deposit Cattlin Creek Lithium Deposit 250km Esperance Albany 14 Work during the year focussed on continued systematic exploration of this large tenement holding, which has seen little past lithium exploration. Results have advanced the prospectivity of the package and identified new fractionated pegmatites, with drilling at Mallina identifying new zones of spodumene bearing pegmatite. In January 2019, Sayona exercised the Great Sandy Option and also acquired the remaining tenement equities, to give it a 100% ownership over six tenements in the Pilbara, including the Mallina project. In August 2019, subsequent to year- end, Sayona announced an earn-in agreement with leading lithium producer, Altura Mining Limited (Altura). Under the agreement, Altura will spend AUD$1.5 million on exploration across the project portfolio over a three-year period to earn a 51% interest. Sayona will retain the right to contribute to project evaluation and development. This agreement with an established and experienced lithium miner will enable Sayona to advance the potential of its Western Australian exploration assets. Port Headland ) E 45/4703 Tabba Tabba East E 47/3950 Mt Dove ELA 47/3829 Deep Well ) Mallina E 45/2364 Tabba Tabba E 45/5289 Strelley West ) Goldsworthy N E 45/5288 Strelley E 45/4775 Carlindie ) Tabba Tabba E 45/4716 Red Rock Pilgangoora Lithium Deposit E 45/4700 Moolyella 2 Yarrie ) E 45/4727 Moolyella 4 ) Talga Talga E 47/2983 Mallina Wodgina Lithium Mine Mount Edgar ) E 45/4721 Moolyella 3 E 47/3802 Friendly Creek E 45/4726 West Wodgina Pilbara Tenements Hillside ) E 45/4738 Cooglegong E 46/1103 Dorringtons 0 25 50km Sayona Mining I Annual Report 2019 15 Mallina Project The Mallina Project is the most advanced project in the Pilbara portfolio. Multiple zones of newly discovered spodumene pegmatites have been identified within a 25 sq km area. In October 2018, the Company announced the completion of a 30- hole RC drilling program totalling 2,225 metres. The drilling intersected a varied suite of pegmatite and aplite bodies of variable dip, strike and thickness. The identification of spodumene pegmatite from surface and of good intensity (to a maximum 3.18% Li O, intersected from 1 to 2m in drill hole SMRC040) provides encouraging evidence that the project can host economic grades of lithium mineralisation. 2 There is considerable scope for further drill testing, especially at the Area C prospect where shallow mineralisation is open at depth and along strike to the north and south. During the year the project was awarded a state government grant for a rebate on direct drilling costs. Under this grant, Sayona received $83,252 for the October drilling program. Tabba Tabba project The Tabba Tabba Project, 40km north of Pilgangoora, is located in an area of historic tin and tantalum mining. Spodumene pegmatite has been identified in the immediate region and the project provides exposure to the area’s emerging lithium prospectivity. During the year, further pegmatites and seven main geochemical targets were defined at Tabba Tabba. Planning for first pass drilling of three of the pegmatite targets has been completed and statutory approvals for drilling obtained. Additional exploration over the broader tenement holding has included rock sampling to identify fractionated granites and pegmatites for a more detailed assessment. Moolyella and other Pilbara project areas The Moolyella Project is located east of Marble Bar in an area where lithium, tin and tantalum mineralisation and spodumene pegmatites are associated with the intrusion of the Moolyella monzogranite. Within the Company’s Moolyella tenure (three tenements covering 334 sq km) a number of lithium-cesium-tantalum albite pegmatites have been identified. 2 Within the northern portion of E45/4700 rock sampling of mica rich pegmatite has returned up to 1.40% Li O. Further exploration is planned to follow up these encouraging results, and to test more broadly the prospective margins of the source intrusions. Reconnaissance style exploration was also carried out over the company’s other Pilbara tenure. Mt Edon lithium project The Mt Edon Project covers the southern portion of the Paynes Find greenstone belt, South Murchison, and is host to an extensive swarm of pegmatites. Geochemistry to date has identified a general westward increase in the fractionation of the known pegmatites. Field reconnaissance has focussed around this western target, identifying new areas of pegmatites, as well as more detailed mapping around a known lepidolite occurrence to the east. Further work is warranted to identify if albite – spodumene pegmatites are present in these areas. East Kimberley Graphite Project Past exploration by Sayona has identified graphite mineralisation within a 25-kilometre strike extent of the Corkwood geochemical and geophysical anomaly. During the year the first reconnaissance of the southern project area was undertaken. Up to four graphitic horizons were observed with units up to 30m wide at surface. Sampling of graphite gneiss returned assay results ranging from 0.44% up to 8.01% TGC (total graphitic carbon). While Sayona’s primary activities are focused on its lithium projects, the Company believes that Corkwood has considerable value and is seeking partners to explore and develop the project. 16 SAYONA INVESTMENT PROPOSITION Authier is an advanced project on track for development; nearby Tansim is showing early promise as emerging project. Located in a first world country with access to world-class, low-cost infrastructure. Profitable and sustainable project based on 2018 DFS. Opportunity to value-add Authier concentrates; growing US and global demand for lithium amid battery revolution for cars & energy. Board and management team have a track record of delivering projects around the world, including lithium. Québec’s premier promotes lithium, eyeing 100% Québec batteries. Sayona Mining I Annual Report 2019 17 TENEMENT SCHEDULE Western Australia Tenement Location Interest in Tenement E59/2092 E59/2055 E45/2364 E45/4703 E45/4716 E45/4726 E45/4738 E45/4775 E80/4511 E80/4949 E47/3802 E47/3950 ELA47/3829 ELA45/5288 ELA45/5289 E47/2983 E46/1103 E45/4721 E45/4727 E45/4700 Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia 80%, with rights to 100% of pegmatite minerals 100% (pegmatite minerals) 100% (pegmatite minerals) 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% (pegmatite minerals) 100% 100% 100% 100% 18 Canada Tenement Location Interest in Tenement Tenement Location Interest in Tenement 2116146 2116154 2116155 2116156 2183454 2183455 2187651 2187652 2192470 2192471 2194819 2195725 2219206 2219207 2219208 2219209 2240226 2240227 2247100 2247101 2472424 2472425 2480180 2507910 1133877 2415443 2415444 Authier, Québec Authier, Québec Authier, Québec Authier, Québec Authier, Québec Authier, Québec Authier, Québec Authier, Québec Authier, Québec Authier, Québec Authier, Québec Authier, Québec Authier, Québec Authier, Québec Authier, Québec Authier, Québec Authier, Québec Authier, Québec Authier, Québec Authier, Québec Authier, Québec Authier, Québec Authier, Québec Authier, Québec Authier, Québec Authier, Québec Authier, Québec 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 2436732 2436733 2436734 2438472 2438473 2438474 2438475 2438476 2438477 2438478 2438723 2440836 2440837 2440838 2440839 2440840 2440841 2440842 2440843 2440844 2440845 2440846 2440847 2440848 2440849 2440850 2440851 Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% Sayona Mining I Annual Report 2019 19 Tenement Location Interest in Tenement Tenement Location Interest in Tenement 2440852 2440853 2440854 2440855 2440856 2440857 2440858 2440859 2440860 2440890 2440891 2440892 2440893 2440894 2440895 2440896 2440897 2440898 2440899 2440900 2440901 2440902 2440903 2440907 2440908 2440909 2440919 2440920 2440925 2440930 2440935 Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 2440936 2440991 2440992 2440993 2440994 2450758 2519251 2519252 2519253 2519254 2519255 2519256 2519257 2519258 2519259 2519260 2519261 2519262 2519263 2519264 2519265 2519266 2519267 2519268 2519269 2519270 2519271 2519272 2519273 2519274 2519275 Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec 50% 100% 100% 50% 50% 50% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 20 Tenement Location Interest in Tenement Tenement Location Interest in Tenement 2519307 2519308 2519309 2519310 2519311 2519312 2519313 2519314 2519315 2519316 2519317 2519318 2519319 2519320 2519321 2519322 2519323 2519324 Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 2519276 2519277 2519278 2519279 2519280 2519281 2519282 2519283 2519284 2519285 2519286 2519287 2519288 2519289 2519290 2519291 2519292 2519293 2519294 2519295 2519296 2519297 2519298 2519299 2519300 2519301 2519302 2519303 2519304 2519305 2519306 Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec Tansim, Québec 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Sayona Mining I Annual Report 2019 21 RESOURCES AND RESERVES In September 2018, Sayona announced updated Resource and Reserve estimates for the Authier project. A DFS completed in September 2018 demonstrated the technical and financial viability of constructing an open-cut mining operation and processing facility producing spodumene concentrate. The positive DFS is considered sufficient to determine, in accordance with the JORC Code 2012, that a subset of the Measured and Indicated Mineral Resource be classified as Ore Reserves – see Table 1. The Authier project has been subject to more than 31,000 metres of drilling. Between 2010 and 2012 Glen Eagle, the previous tenement holders, completed 8,990 metres of diamond drilling in 69 diamond drill holes (DDH) of which 7,959 metres were drilled on the Authier deposit; 609 metres (five DDH) were drilled on the northwest and 422 metres on the south-southwest of the property. Sayona has completed three phases of drilling totalling more than 11,000 metres in 81 DDH. All the holes completed by Sayona and included in the Mineral Resource Estimate have used standard DDH, HQ or NQ core diameter size, using a standard tube and bit. The drilling programs have been subject to very robust QA/QC procedures. A revised independent JORC Mineral Resource (2012) estimate has been prepared and is outlined in Table 2. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and all material assumptions and technical parameters continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcements. Table 1: Authier JORC Ore Reserve Estimate (0.55% Li 0 cut-off grade) 2 Category Proven Reserve Probable Reserve Total Reserves Tonnes (Mt) Grades (% Li 0)2 Contained Li 0 (t) 2 6.10 6.00 12.10 0.99 1.02 1.00 60,390 61,200 121,590 Note: The Ore Reserve Estimate is inclusive of dilution and ore loss. Table 2: Authier JORC Mineral Resource Estimate (0.55% Li 0 cut-off grade) 2 Category Measured Resource Indicated Resource Measured + Indicated Resource Inferred Resource Total Resource Tonnes (Mt) 6.58 10.60 17.18 3.76 20.94 Grades (% Li 0)2 1.02 1.01 1.01 0.98 1.01 Contained Li 0 (t) 2 67,100 107,100 174,200 36,800 211,000 22 LITHIUM IS A JEWEL FOR QUEBEC ... IT WILL CREATE 100 PER CENT QUEBEC BATTERIES (Québec Premier Francois Legault, quoted by the Montreal Gazette, 19 August 2019) Sayona Mining I Annual Report 2019 23 DIRECTORS’ REPORT Your Directors present their report on the consolidated entity (Group) consisting of Sayona Mining Limited and its controlled entities for the financial year to 30 June 2019. The information in the following operating and financial review and the Remuneration Report forms part of this Directors’ Report for the financial year ended on 30 June 2019 and is to be read in conjunction with this Directors’ Report. DIRECTORS The Directors of the Company during or since the end of the financial year are listed below. During the year, there were 8 meetings of the full Board of Directors. The meetings attended by each Director were: DIRECTOR D.C. O’Neill P.A. Crawford A. C. Buckler J. S. Brown B. L. Lynch (appointed 1 July 2019) ELIGIBLE TO ATTEND 8 8 8 8 0 ATTENDED 8 8 8 8 0 The Company does not have an Audit Committee. The role of the Audit Committee has been assumed by the full Board. The size and nature of the Company’s activities does not justify the establishment of a committee at this time. INFORMATION ON DIRECTORS AND COMPANY SECRETARY` The names and qualifications of current Directors are summarised as follows: Brett L. Lynch Qualifications Experience Managing Director Company Director Diploma; Graduate Diploma of Business (Accounting); Bachelor of Engineering (Mining) (Honours). Appointed a Director on 1 July 2019. An experienced international company director and CEO with a strong background in mining and mining related businesses across Australia, Asia, USA, Russia and emergent markets. Global executive and leadership experience with a focus on commercial results and owner/shareholder value. International business development Manager with proven ability to translate opportunities to outcomes. Interest in Shares Directorships in other listed entities during the 3 years prior to current year Nil Nil Paul A Crawford Director (Executive) & Company Secretary Qualifications Experience Bachelor of Business – Accountancy; CPA, Master of Financial Management, Graduate Diploma in Business Law, Graduate Diploma in Company Secretarial Practice. Board member since 2000. Forty years of commercial experience, including various technical and management roles within the minerals, coal and petroleum industries. Principal of his own corporate consultancy firm, providing accounting, corporate governance, business advisory and commercial management services. 24 DIRECTORS’ REPORT Interest in Securities 100,915,315 ordinary shares, 769,650 listed options and 1,162,790 unlisted options. Directorships in other listed entities during the 3 years prior to current year Nil Dennis C O’Neill Director (Non-Executive) (from 1 July 2019) Qualifications Experience Bachelor of Science - Geology Board member since 2000. Over 40 years’ experience in exploration project and corporate management. He has held positions with a number of Australian and multinational exploration companies and has managed exploration programs in a diverse range of commodities and locations. Interest in Shares 86,593,477 ordinary shares Directorships in other listed entities during the 3 years prior to current year Altura Mining Limited Allan C Buckler Director (Non-Executive) Qualifications Experience Certificate in Mine Surveying and Mining, First Class Mine Manager’s Certificate and a Mine Surveyor Certificate issued by the Queensland Government’s Department of Mines. Appointed to the Board on 5 August 2013. Over 35 years’ experience in the mining industry and has taken lead roles in the establishment of several leading mining and port operations in both Australia and Indonesia. Significant operations such as PT Adaro Indonesia, PT Indonesia Bulk Terminal and New Hope Coal Australia have been developed under his leadership. Interest in Securities 99,668,717 ordinary shares, 980,392 listed options and 872,093 unlisted options. Directorships in other listed entities during the 3 years prior to current year Altura Mining Limited, Interra Resources Limited James S Brown Director (Non-Executive) Qualifications Experience Graduate Diploma in Mining from University of Ballarat Appointed to the Board on 12 August 2013. Over 30 years’ experience in the coal mining industry in Australia and Indonesia, including 22 years at New Hope Corporation. He was appointed as Managing Director of Altura in September 2010. His coal development and operations experience includes the New Acland and Jeebropilly mines in South East Queensland, the Adaro and Multi Harapan Utama operations in Indonesia and Blair Athol in the Bowen Basin in Central Queensland. Interest in Securities 3,187,463 ordinary shares and 69,294 listed options Directorships in other listed entities during the 3 years prior to current year Altura Mining Limited Sayona Mining I Annual Report 2019 25 DIRECTORS’ REPORT DIVIDENDS No dividends were declared or paid during the financial year. SHARE OPTIONS At the date of this report, the unissued ordinary shares of Sayona Mining Limited under option are as follows: Grant Date Expiry Date 31 May 2018 23 August 2019 30 April 2020 23 July 2022 Exercise Price 7.8 cents 3.0 cents No. under Option 120,242,589 63,611,528 Options holders do not have any rights to participate in any issue of shares or other interests of the Company or any other entity. Movements in listed and unlisted shareholder options, together with unlisted employee options are set out in the state of affairs section of this report and Note 15 in the financial report. During the year ended 30 June 2019, 200 listed options were exercised at an exercise price of $0.078 per share (options were issued on 31 May 2018). No person entitled to exercise the option had or has any right by virtue of the option to participate in any share issue of any other body corporate. There are no other options granted over unissued shares or interests in any Group entity during or since the end of the year. INDEMNIFICATION OF DIRECTORS AND AUDITORS The consolidated Group has paid insurance premiums to indemnify each of the Directors against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of Director of the Company, other than conduct involving a wilful breach of duty in relation to the Company. The contracts include a prohibition on disclosure of the premium paid and nature of the liabilities covered under the policy. The Company has not given an indemnity or entered into any agreement to indemnify, or paid or agreed to pay insurance premiums in respect of any person who is or has been an auditor of the Company or a related body corporate during the year and up to the date of this report. PROCEEDING ON BEHALF OF THE COMPANY No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings. The Company was not a party to any such proceedings during the year. AUDITOR INDEPENDENCE A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is attached. Non-Audit Services There were no non-audit services provided by the Company’s auditors in the current or previous financial year. 26 OPERATING AND FINANCIAL REVIEW PRINCIPAL ACTIVITY The consolidated Group’s principal activity during the financial year has been the identification, acquisition and evaluation of mineral exploration assets, focusing on lithium. During the year, the Company completed a definitive feasibility study on the Authier Project in Canada and exploration activity on a number of projects in Australia and Canada. There were no significant changes in these activities during the financial year. BUSINESS MODEL AND OBJECTIVES The Company’s primary objective is to provide shareholders with satisfactory returns. This is to be achieved through implementation of the Company’s business model of identifying, evaluating and developing its portfolio of exploration and development assets. OPERATING RESULTS The entity’s consolidated operating loss for the financial year after applicable income tax was $2,225,651 (2018: $2,328,463). Tenement acquisition, exploration and evaluation expenditure during the year totalled $5,919,690 (2018: $5,724,378). REVIEW OF OPERATIONS The Company’s primary focus during the year has been on completing the studies and seeking the approvals required to commence the development of the Authier Lithium Project, including the Definitive Feasibility Study. Authier is a near-term development project and cash-flow generation opportunity. The Company believes it will create significant share value-uplift potential for shareholders as the project advances towards development. Authier, Canada Sayona’s Authier Lithium Project (Authier) is a hard rock spodumene lithium deposit scheduled for development as an open cut mine initially producing a 6% Li2O spodumene concentrate, the source of high grade, low contaminant lithium carbonate. The Company’s strategy is to initially develop Authier and sell lithium concentrates while it completes the test work and feasibility study for a downstream processing facility producing lithium carbonate and/or hydroxide. JORC Mineral Resources Upgrade In September 2018 Sayona announced updated Resource and Reserve estimates for the Authier project (refer ASX Announcement 24 September 2018, “Boost for Authier Project as JORC Ore Reserves Expand”). An initial DFS, completed in September 2018, demonstrated the technical and financial viability of constructing an open-cut mining operation and processing facility producing spodumene concentrate (refer ASX Announcement 24 September 2018, “Positive Authier Definitive Feasibility Study Reaffirms Potential of Sustainable New Lithium Mine”). The positive DFS is considered sufficient to determine, in accordance with the JORC Code 2012, that a subset of the Measured and Indicated Mineral Resource be classified as Ore Reserves – see Table 1. The Authier deposit has approximately 31,000 metres of drilling in 176 holes. Sayona Mining I Annual Report 2019 27 OPERATING AND FINANCIAL REVIEW Table 1– Authier JORC Ore Reserve Estimate (0.55% Li2O cut-off grade) Category Tonnes (Mt) Grades (% Li2O) Contained Li2O (t) Proven Reserve Probable Reserve Total Reserves 6.10 6.00 12.10 0.99 1.02 1.00 60,390 61,200 121,590 Note: The Ore Reserve Estimate is inclusive of dilution and ore loss. A revised independent JORC Mineral Resource (2012) estimate has been prepared and is outlined in Table 2. Table 2 – Authier JORC Mineral Resource Estimate (0.55% Li20 cut-off grade) Category Tonnes (Mt) Grades (%Li20) Contained Li20 Measured Resource Indicated Resource Mea. + Ind. Resource Inferred Resource Total Resource 6.58 10.60 17.18 3.76 20.94 Authier Definitive Feasibility Study 1.02 1.01 1.01 0.98 1.01 67,100 107,100 174,200 36,800 211,000 In September 2018, a Definitive Feasibility Study (DFS) was completed, confirming Authier’s potential as a profitable and sustainable new lithium mine that will provide new jobs and economic benefits for the local community and positive outcomes for all stakeholders. Key findings of the DFS included: • Pre-tax NPV of CAD$184.8 million and IRR 33.7% (real terms at 8% discount rate); • Annual average concentrate production of 87,400 tonnes at 6% Li2O; • Average annual revenue of CAD$80 million; • FOB Port cash costs of CAD$482/t (US$366/t); • Low start-up capital of CAD$89.9 million; • LOM strip ratio of 6.9:1; • 18-year mine life. In March 2019 the Québec Environment Minister announced the project would be subject to the environmental impact assessment and review procedures under the BAPE. Subsequently, the Company announced it would be seeking approval, based on a sustainable development approach, to process in the order of 2,600 tonnes per day, providing for an approximate mine life of 14 years and estimated annual average spodumene concentrate production of around 115,000 tonnes at 6% Li2O. Sayona is now undertaking a review of its 2018 DFS under these new parameters. Permitting Process Update When it was announced that the Authier project would be subject to the environmental impact assessment and review procedures under the BAPE, Sayona commenced further community engagement and environmental studies, including an Environmental Impact Assessment (EIA) as per Article 31.1 of the Environment Quality Act. Sayona had already completed an Environmental Assessment Study for the project, which showed it would have no impact on the water quality of the Esker Saint-­‐Mathieu-­‐Berry, a local source of potable water, and that any other impacts arising from the operations would be minimal after the application of mitigation measures. 28 OPERATING AND FINANCIAL REVIEW In May 2019, engineering consultancy BBA was appointed to review the original mine plan and the 2018 DFS in accordance with the new approval process, and based on optimised production levels in the order of 2,600 tonnes per day. Environment, Community and First Nations In June 2019, Sayona commenced an environmental impact study (EIS) for the Authier project. The 30-day public consultation period began in mid-June for comments on issues to be addressed in the study. Sayona is aiming to submit the EIS in late 2019. During the year discussions were held, and are continuing, with First Nations Pikogan for an Economic Benefits Agreement with the Abitibiwinni community. The target is to conclude and sign the final agreement in Q4 2019. In addition, the Company has been engaging with the broader community outside the immediate project area. Meetings are continuing with regional councils, other mining companies, government organisations and other key business stakeholders in the region. Tansim Exploration Project The Tansim lithium project, also in Québec, is situated 82 kilometres south-west of Authier. The project comprises 141 mineral claims of 85,000 hectares, and is prospective for lithium, tantalum, and beryllium. An 11-hole drilling program was undertaken at the Viau-Dallaire outcrop in February 2019. In April 2019, positive drilling results were returned with interceptions of variable concentrations of spodumene mineralisation, boosting the prospects for an additional lithium deposit within close proximity to Authier. Also, in April, Sayona expanded the Tansim project with the acquisition of the Lac Simard lithium prospect, Val d’Or from Exiro Minerals Corp (Exiro). Under the agreement Sayona can acquire a 100% interest by making cash and share payments and undertaking work on the property over a three-year period, with Exiro retaining a 2% net smelter return royalty. Western Australian Lithium Projects Exploration tenure in Western Australia includes leases covering some 1,806 sq km in the world class Pilgangoora lithium district. In January 2019 Sayona exercised the Great Sandy Option and also acquired the remaining tenement equities, to give it a 100% ownership over six tenements in the Pilbara, including the Mallina project. In August 2019, subsequent to year end, Sayona announced an earn-in agreement with leading lithium producer, Altura Mining Limited (Altura). Under the agreement, Altura will spend AUD$1.5 million on exploration across the project portfolio over a three-year period to earn a 51% interest. Sayona will retain the right to contribute to project evaluation and development. Mallina Project The Mallina project is the most advanced project in the Pilbara portfolio. Multiple zones of newly discovered spodumene pegmatites have been identified within a 25 sq km area. During the period the Company completed a 30-hole drilling program totalling 2,225 metres. The drilling intersected a varied suite of pegmatite and aplite bodies of variable dip, strike and thickness. The identification of spodumene pegmatite from surface and of good intensity (to a maximum 3.18% Li2O) provided encouraging evidence that the project can host economic grades of lithium mineralisation. There is considerable scope for further drill testing, especially at the Area C prospect where shallow mineralisation is open at depth and along strike to the north and south. During the year the project was awarded a state government grant for a rebate on direct drilling costs. Under this grant, Sayona received $83,252 for the October drilling program. Sayona Mining I Annual Report 2019 29 OPERATING AND FINANCIAL REVIEW Tabba Tabba Project The Tabba Tabba project, 40km north of Pilgangoora, is located in an area of historic tin and tantalum mining. Spodumene pegmatite has been identified in the immediate region and the project provides exposure to the area’s emerging lithium prospectivity. During the year, further pegmatites and seven main geochemical targets were defined at Tabba Tabba. Planning for first pass drilling of three of the pegmatite targets has been completed and statutory approvals for drilling obtained. Additional exploration over the broader tenement holding has included rock sampling to identify fractionated granites and pegmatites for a more detailed assessment. Moolyella and Other Pilbara Project Areas The Moolyella project is located east of Marble Bar in an area where lithium, tin and tantalum mineralisation and spodumene pegmatites are associated with the intrusion of the Moolyella monzogranite. Within the Company’s Moolyella tenure (three tenements covering 334 sq km) a number of lithium-cesium-tantalum albite pegmatites have been identified. Within the northern portion of E45/4700 rock sampling of mica rich pegmatite has returned up to 1.40% Li2O. Further exploration is planned to follow up these encouraging results, and to test more broadly the prospective margins of the source intrusions. Reconnaissance style exploration was also carried out over the Company’s other Pilbara tenure. Mt Edon Lithium Project The project covers the southern portion of the Paynes Find greenstone belt, South Murchison, and is host to an extensive swarm of pegmatites. Geochemistry to date has identified a general westward increase in the fractionation of the known pegmatites. Field reconnaissance has focussed around this western target, identifying new areas of pegmatites, as well as more detailed mapping around a known lepidolite occurrence to the east. Further work is warranted to identify if albite – spodumene pegmatites are present in these areas. East Kimberley Graphite Project Past exploration by Sayona has identified graphite mineralisation within a 25-kilometre strike extent of the Corkwood geochemical and geophysical anomaly. During the year the first reconnaissance of the southern project area was undertaken. Up to four graphitic horizons were observed with units up to 30m wide at surface. Sampling of graphite gneiss returned assay results ranging from 0.44% up to 8.01% TGC (total graphitic carbon). While Sayona’s primary activities are focused on its lithium projects, the Company believes that Corkwood has considerable value and is seeking partners to explore and develop the project. FINANCIAL POSITION, CONTINUED OPERATIONS AND FUTURE FUNDING At 30 June 2019, the Company's Statement of Financial Position shows total assets of $22,208,323, of which $1,822,133 was cash, total liabilities of $984,752 and net assets of $21,223,571. The financial statements have been prepared on a going concern basis which contemplates that the Group will continue to meet its commitments and can therefore continue normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. As set out in note 1 to the financial statements, the ability of the Group to execute its currently planned activities requires the Group to raise additional capital within the next 12 months. The Group currently has initiatives in place, including raising $1,890,000 in capital and entering into an Earn-in Agreement in respect of certain of the Group’s exploration portfolio. Over recent years the Group has focused on its exploration and evaluation of its assets to the point where the Authier Lithium Project is subject to a definitive feasibility study, with the potential to advance to development. 30 OPERATING AND FINANCIAL REVIEW The Directors believe that the Group is in a strong and stable financial position to grow its current operations. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS Significant changes during the year include: • On 24 January 2019, the Group acquired the final 20% interest under an option agreement with Great Sandy Pty Ltd to acquire a number of tenements in the Pilgangoora lithium district of Western Australia. On 18 December 2018, the Group made the second $300,000 payment under the agreement to acquire an 80% interest in relevant tenements. Agreement was subsequently reached to acquire the remaining interest through payment of $100,000 to Great Sandy Pty Ltd. Settlement consisted of issuing 5,235,602 shares. The Group now holds 100% unencumbered interest in the tenement package; • On 6 March 2019, the Québec Environment Minister advised that the Authier project would be subject to the environmental impact assessment and review procedures under the BAPE. Subsequently the Company announced it would be seeking approval, based on a sustainable development approach, to process in the order of 2,600 tonnes per day, providing for an approximate mine life of 14 years and estimated annual average spodumene concentrate production of around 115,000 tonnes at 6% Li2O. Sayona is now undertaking a review of its DFS under these new parameters; • On 24 June 2019 the Company initiated a Share Purchase Plan (SPP), giving eligible shareholders the opportunity to subscribe for up to $15,000 worth of new shares. The offer also included a free attaching unlisted option for every two new shares issued, exercisable at 3 cents and having an expiry date of 23 July 2022; and • Other equity transactions completed in the year were the issue of a total of 1,806,477 shares for acquisition of exploration tenements and the issue of 200 shares on conversion of share options. SIGNIFICANT EVENTS AFTER BALANCE DATE • Mr Brett Lynch commenced as Managing Director of the Group on 1 July 2019; • On 8 August 2019, the Company announced an Earn-­‐in Agreement with lithium producer Altura Mining Limited, over Sayona’s Western Australian lithium portfolio in the world-­‐class Pilgangoora lithium district. Under the agreement, Altura will spend $1.5 million on exploration across the project portfolio over three years to earn a 51% interest, with Sayona retaining the remaining project interest. Sayona retains the right to contribute to project evaluation and development in the future to participate in the upside potential; • On 14 August the Company announced that a placement would be undertaken to Directors, management and a major shareholder to raise approximately $1.2 million. The placement will be on the same terms as the SPP announced on 24 June 2019; • On 23 August 2019, the Company issued 83,295,471 new shares at an issue price of $0.0086 each, and 41,647,702 free attaching options to applicants under the SPP announced on 24 June 2019. Options are exercisable at $0.03 each, expiring on 23 July 2022; and • On 23 August 2019, the Company also issued 43,927,651 new shares at an issue price of $0.0086 each, and 21,963,826 free attaching options to eligible parties under the placement announced on 14 August 2019. Options are exercisable at $0.03 each, expiring on 23 July 2022. Shares and options have not been issued to Directors under the placement pending shareholder approval at the Company’s annual general meeting. No other matters or circumstances have arisen since 30 June 2019 which significantly affect or may significantly affect the operations of the Company, the results of those operations, or the state of affairs of the Company in subsequent financial years. Sayona Mining I Annual Report 2019 31 OPERATING AND FINANCIAL REVIEW FUTURE DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES During the year, the Company has focused on completing the studies required to commence the development of the Authier project and initiate the permitting process. Authier is a near-term development project and cash-flow generation opportunity. The Company believes it will create significant share value-uplift potential for shareholders as the project advances towards development. The Company’s strategic focus will continue to be on the development of Authier and the exploration and evaluation its other assets. The assets range from early stage exploration to advanced projects with potential for advancement to production. To complete mine development at the Authier project, the Company is likely to require additional funding. The form of this funding is currently undetermined and likelihood of success unknown. Consequently, it is not possible at this stage, to predict future results of the activities. Business Risks The following exposure to business risks may affect the Group’s ability to achieve the objectives outlined above: that the feasibility study and associated technical works will not achieve the results expected; • • all relevant approvals are obtained to conduct proposed operations; • potential delays arising through the various stages to commissioning of the Authier and other projects; • exploration and evaluation success on individual projects; and • the ability to raise additional funds in the future. ENVIRONMENTAL REGULATION The Company’s operations are subject to environmental regulation under the law in Australia and Canada. The Directors monitor the Company’s compliance with environmental regulation under law, in relation to its exploration activities. The Directors are not aware of any compliance breach arising during the year and up to the date of this report. CORPORATE GOVERNANCE Sayona’s Corporate Governance Statement www.sayonamining.com.au/corporate-governance. is available on the Company’s website 32 REMUNERATION REPORT REMUNERATION POLICY The Company’s remuneration policy seeks to align Director and executive objectives with those of shareholders and the business, while at the same time recognising the development stage of the Company and the criticality of funds being utilised to achieve development objectives. The Board believes that the current policy has been appropriate and effective in achieving a balance of objectives. The Board’s policy for determining the nature and amount of remuneration for Key Management Personnel (KMP) of the consolidated Group is based on the following: • The remuneration policy developed and approved by the Board; • KMP may receive a base salary, superannuation, fringe benefits, options and performance incentives; • The remuneration structure for KMP is based on a number of factors including length of service, particular experience of the individual concerned and overall performance of the Group; • Performance incentives are generally only paid once predetermined key performance indicators (KPIs) have been met; • Incentives paid in the form of options or rights are intended to align the interests of the KMP and the Company with those of the shareholders; and • The Board reviews KMP packages annually by reference to the consolidated Group’s performance, executive performance and comparable information from industry sectors. The performance of KMP is measured against criteria agreed annually with each party and is based forecast growth of the consolidated Group, project milestones and predominantly on the shareholders’ value. All bonuses and incentives must be linked to predetermined performance criteria. The Board may, however, exercise its discretion in relation to approving incentives, bonuses and options. Any change must be justified by reference to measurable performance criteria. The policy is designed to attract the highest calibre of executives possible and reward them for performance results leading to long-term growth in shareholder wealth. All remuneration paid to KMP is valued at the cost to the Company and expensed. The Board’s policy is to remunerate non-executive directors at market rates for time, commitment and responsibilities. The Board collectively determines payments to the non-executive directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at the annual general meeting. KMP are also entitled and encouraged to participate in the employee share and option arrangements to align their interests with shareholders’ interests. Options granted under incentive arrangements do not carry dividend or voting rights. Each option is entitled to be converted into one ordinary share once the interim or final financial report has been disclosed to the public and is measured using a binomial lattice pricing model which incorporates all market vesting conditions. KMP or closely related parties of KMP are prohibited from entering into hedge arrangements that would have the effect of limiting the risk exposure relating to their remuneration. In addition, the Board’s remuneration policy prohibits directors and KMP from using the Company’s shares as collateral in any financial transaction, including margin loan arrangements. ENGAGEMENT OF REMUNERATION CONSULTANTS The Company does not engage remuneration consultants. Sayona Mining I Annual Report 2019 33 REMUNERATION REPORT PERFROMANCE BASED REMUNERATION KPIs are set annually, in consultation with KMP. The measures are specifically tailored to the area each individual is involved in and has a level of control over. The KPIs target areas the Board believes hold greater potential for Group expansion and shareholder value, covering financial and non- financial as well as short and long-term goals. The level set for each KPI is based on budgeted figures for the Group and relevant industry standards. RELATIONSHIP BETWEEN REMUNERATION POLICY AND COMPANY PERFORMANCE The remuneration policy has been tailored to increase goal congruence between shareholders, directors and executives. Two methods have been applied to achieve this aim. The first is a performance-based bonus based on KPIs, and the second is the issue of options to executives and directors to encourage the alignment of personal and shareholder interests. The Company believes this policy has been effective in increasing shareholder wealth over recent years, subject to volatility in commodity prices and financial markets. The following table shows some key performance data of the Group for the last three years, together with the share price at the end of the respective financial years. 2017 2018 2019 Exploration Expenditure ($) 7,109,318 5,724,378 5,919,690 Exploration Tenements (no. including applications) Net Assets ($) Share Price at Year-end ($) Dividends Paid ($) 25 40 185 8,861,943 22,680,722 21,223,571 0.015 Nil 0.040 Nil 0.008 Nil EMPLOYMENT DETAILS OF MEMBERS OF KEY MANAGEMENT PERSONNEL The following table provides employment details of persons who were, during the financial year, members of KMP of the consolidated Group. The table also illustrates the proportion of remuneration that was performance and non-performance based, and the proportion of remuneration received in the form of options. Key Management Personnel Position held at 30 June 2019 & change during the year D O'Neill P Crawford Executive Director. Assumed role of CEO from 31 July 2018 Executive Director Company Secretary A Buckler Non-Executive Director J Brown Non-Executive Director Contract Details No fixed term, termination as provided by Corporations Act No fixed term, termination as provided by Corporations Act No fixed term, termination as provided by Corporations Act No fixed term, termination as provided by Corporations Act Proportion of Remuneration: Related to performance Not related to performance Options Salary & Fees Total - - - - 100% 100% 100% 100% 100% 100% 100% 100% 34 REMUNERATION REPORT Employment Contract of Chief Executive Officer During the year, the Chief Executive Officer responsibilities were assumed by Managing Director Mr O’Neill. No formal contract is in place with Mr O’Neill. This is not expected to change in the immediate future. Mr O’Neill resigned as CEO and Managing Director on 1 July 2019. Mr O’Neill remains a non- executive director. Mr Brett Lynch was appointed Chief Executive Officer of the Group on 1 July 2019. The Company has entered into a contract of service with Mr Lynch. Under the agreement, the Company may terminate the Chief Executive Officer's contract by giving three months’ notice. In the case of serious misconduct the Company can terminate employment at any time. If the Company terminates the agreement within the first twelve months of employment or in the event of a change of control transaction involving the Company his employment is involuntarily terminated without cause, Mr Lynch will be entitled to 12 months’ notice or payment in lieu of notice. The contract provides for annual review of the compensation value. The terms of this agreement are not expected to change in the immediate future. CHANGES IN DIRECTORS AND EXECUTIVES SUBSEQUENT TO YEAR END Mr Brett Lynch was appointed Managing Director on 1 July 2019. There have been no other changes to Directors or executives since the end of the financial year. REMUNERATION EXPENSE DETAILS (KMP) The remuneration of each Director and Chief Executive Officer of the Company during the year is detailed in the following table. Amounts have been calculated in accordance with Australian Accounting Standards. 2019 Short term benefits Key Management Personnel D O'Neill P Crawford A Buckler (1) J Brown Salary & Fees Non-Cash Benefits 273,972 273,972 75,000 75,000 697,944 - - - - - 2018 Short term benefits Key Management Personnel D O'Neill P Crawford A Buckler (1) J Brown C Nolan Salary & Fees Non-Cash Benefits 123,288 123,288 60,000 60,000 241,482 608,058 - - - - - - Equity Settled Options Post- employment superannuation Long term benefits - - - - - 26,028 26,028 - - 52,056 - - - - - Equity Settled Options Post- employment superannuation Long term benefits - - - - - - 11,712 11,712 - - 22,941 46,365 - - - - - - Total 300,000 300,000 75,000 75,000 750,000 Total 135,000 135,000 60,000 60,000 264,423 654,423 (1) Represents payments made to Shazo Holdings Pty Ltd, an entity controlled by Mr Allan Buckler, to provide directorial and exploration technical services. Sayona Mining I Annual Report 2019 35 REMUNERATION REPORT SECURITIES RECEIVED THAT ARE NOT PERFORMANCE-RELATED No members of KMP may receive securities that are not performance-based as part of their remuneration package. SHARE-BASED PAYMENTS No options were granted as remuneration to KMP during the current or previous year. KMP may hold shareholder options acquired in their capacity as shareholders. KMP SHAREHOLDINGS The number of ordinary shares held by each KMP of the Group during the financial year is as follows: Key Management Personnel Balance 1 July 2018 Remun- eration Exercise of Options (*) Other Changes (**) Balance 30 June 2019 D O'Neill P Crawford A Buckler J Brown Total 86,593,477 98,440,535 97,924,530 3,187,463 286,146,005 - - - - - - - - - - *Remuneration options and shareholder options ** Share trades and participation in share issues - - - - - 86,593,477 98,440,535 97,924,530 3,187,463 286,146,005 OTHER EQUITY-RELATED KMP TRANSACTIONS Options held by KMP in their capacity as shareholders at 30 June 2019: P Crawford 769,650 listed options A Buckler 980,392 listed options J Brown 69,294 listed options There were no other transactions involving equity instruments apart from those described in the tables above relating to options and shares. OTHER TRANSACTIONS WITH KMP AND/OR THEIR RELATED PARTIES There were no other transactions conducted between the Group and KMP or their related parties, other than those disclosed above, that were conducted other than in accordance with normal employee, customer or supplier relationships on terms no more favourable than those reasonably expected under arm’s length dealings with unrelated persons. The Directors’ Report, incorporating the Remuneration Report, is signed in accordance with a resolution of the Board of Directors. Dennis O’Neill Director Signed: 13 September 2019 Brisbane, Queensland Paul Crawford Director 36 Auditor’s Independence Declaration Under Section 307C of the Corporations Act 2001 To the Directors of Sayona Mining Limited I declare that, to the best of my knowledge and belief, during the year ended 30 June 2019 there have been no contraventions of: (i) the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and (ii) any applicable code of professional conduct in relation to the audit. This declaration is in respect of Sayona Mining Limited and the entities it controlled during the year. Nexia Brisbane Audit Pty Ltd N D Bamford Director Date: 13 September 2019 Sayona Mining I Annual Report 2019 37 FINANCIAL STATEMENTS 2018 24 38 CONTENTS 40 Statement of Profit and Loss and Comprehensive Income 41 Statement of Financial Position 43 Statement of Cash Flows 42 Statement of Changes in Equity 44 Notes to the Financial Statements 68 69 Director’s Declaration Independent Auditor’s Report Sayona Mining I Annual Report 2019 39 STATEMENT OF PROFIT AND LOSS AND COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2019 Consolidated Group Note 2019 $ 2018 $ Revenue and other income 2 124,098 79,288 Administrative expenses Exploration expenditure expensed during year Employee benefit expense Foreign exchange losses Occupancy costs Loss before income tax Tax expense Loss for the year (1,076,859) (74,188) (1,070,894) (5,354) (122,454) (1,273,353) (229,352) (832,231) (14,495) (58,320) 3 4 (2,225,651) (2,328,463) - - (2,225,651) (2,328,463) Other comprehensive income Items that will be reclassified subsequently to profit or loss when specific conditions are met: Exchange differences on translating foreign operations 642,979 106,478 Items that will not be reclassified subsequently to profit or loss - - Other comprehensive income/(loss) for the year 642,979 106,478 Total comprehensive income or (loss) attributable to members (1,582,672) (2,221,985) Earnings per Share: Basic and diluted earnings per share (cents per share) 6 (0.13) (0.17) Dividends per share (cents per share) - - The accompanying notes form part of these financial statements. 40 STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED 30 JUNE 2019 ASSETS CURRENT ASSETS Cash and cash equivalents Trade and other receivables Other assets Total Current Assets NON-CURRENT ASSETS Property, plant and equipment Exploration and evaluation asset Consolidated Group Note 2019 $ 2018 $ 8 9 10 11 12 1,822,133 272,933 91,775 10,275,738 484,445 175,134 2,186,841 10,935,317 144,083 19,877,399 5,518 13,319,187 Total Non-Current Assets 20,021,482 13,324,705 TOTAL ASSETS 22,208,323 24,260,022 LIABILITIES CURRENT LIABILITIES Trade and other payables Provisions 13 14 945,906 38,846 1,531,489 47,811 Total Current Liabilities TOTAL LIABILITIES 984,752 1,579,300 984,752 1,579,300 NET ASSETS 21,223,571 22,680,722 EQUITY Issued capital Reserves Accumulated losses TOTAL EQUITY 15 16 79,309,022 623,705 (58,709,156) 79,183,501 (19,274) (56,483,505) 21,223,571 22,680,722 The accompanying notes form part of these financial statements. Sayona Mining I Annual Report 2019 41 STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2019 Consolidated Group Share Capital Accumulated Losses Foreign Currency Translation Reserve Option Reserve Total $ $ $ $ $ Balance at 30 June 2017 63,165,259 (54,177,564) (125,752) - 8,861,943 Loss attributable to members of the entity Other comprehensive income for the year Total comprehensive income for the year Other Reserve transferred to retained earnings Total other Transactions with owners capacity as owners in their - - (2,328,463) - - (2,328,463) - 106,478 - 106,478 - (2,328,463) 106,478 - (2,221,985) - - 22,522 22,522 - (22,522) - (22,522) - - Shares issued during the year Transaction costs Share based payments 15 17,578,853 (1,560,611) - 22 Total transactions with owners 16,018,242 - - - - - - - - - 17,578,853 - (1,560,611) 22,522 22,522 22,522 16,040,764 Balance at 30 June 2018 79,183,501 (56,483,505) (19,274) - 22,680,722 Loss attributable to members of the entity Other comprehensive income for the year Total comprehensive income for the year Transactions with owners capacity as owners in their - - (2,225,651) - - (2,225,651) - 642,979 - 642,979 - (2,225,651) 642,979 - (1,582,672) Shares issued during the year Transaction costs Total transactions with owners 15 133,555 (8,034) 125,521 - - - - - - - - - 133,555 (8,034) 125,521 Balance at 30 June 2019 79,309,022 (58,709,156) 623,705 - 21,223,571 The accompanying notes form part of these financial statements. 42 STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2019 Consolidated Group Note 2019 $ 2018 $ CASH FLOWS FROM OPERATING ACTIVITIES Payments to suppliers and employees Sale of technical information Interest received Other income (2,717,552) - 114,238 9,860 (1,586,817) 12,500 66,788 - Net cash provided by (used in) operating activities 17 (2,593,454) (1,507,529) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment Capitalised exploration expenditure 11 12 (144,051) (5,713,891) (4,862) (5,207,482) Net cash provided by (used in) investing activities (5,857,942) (5,212,344) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares Costs associated with share and option issues 15 16 (8,034) 16,920,493 (1,142,251) Net cash provided by (used in) financing activities (8,018) 15,778,242 Net increase (decrease) in cash held (8,459,414) 9,058,369 Cash at beginning of financial year 10,275,738 1,216,054 Effect of exchange rates on cash holdings in foreign currencies 5,809 1,315 Cash at end of financial year 8 1,822,133 10,275,738 The accompanying notes form part of these financial statements. Sayona Mining I Annual Report 2019 43 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES These consolidated financial statements and notes represent those of Sayona Mining Limited and Controlled Entities (the “Consolidated Group” or “Group”). The separate financial statements of the parent entity, Sayona Mining Limited, have not been presented within this financial report as permitted by the Corporations Act 2001. Financial information for Sayona Mining Limited as an individual entity is included in Note 25. The financial statements have been authorised for issue as at the date of the Directors' Declaration. Basis of Preparation These general purpose financial statements have been prepared in accordance with the Corporations Act 2001, Australian Accounting Standards and Interpretations of the Australian Accounting Standards Board and International Financial Reporting Standards as issued by the International Accounting Standards Board. The Group is a for-profit entity for financial reporting purposes under Australian Accounting Standards. Material accounting policies adopted in the preparation of these financial statements are presented below and have been consistently applied unless stated otherwise. Except for cash flow information, the financial statements have been prepared on an accruals basis and are based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. Continued Operations and Future Funding The financial statements have been prepared on a going concern basis which contemplates that the Group will continue to meet its commitments and can therefore continue normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. At 30 June 2019, the Group had $1,521,794 of exploration commitments due within one year, in addition to other ongoing corporate and operational expenditure. Net current assets of the Group at balance date total $1,202,089. The ability of the Group to execute its currently planned activities requires the Group to raise additional capital within the next 12 months. Because of the nature of its operations, the Directors recognise that there is a need on an ongoing basis for the Group to regularly raise additional cash funds to fund future exploration activity and meet other necessary corporate expenditure. Accordingly, when necessary, the Group investigates various options for raising additional funds which may include but is not limited to an issue of shares, a farm-out of an interest in one or more exploration tenements or the sale of exploration assets where increased value has been created through previous exploration activity. At the date of this financial report, initiatives undertaken by the Group include the raising of additional $1,890,000 in capital and entering into an Earn-in Agreement in respect of certain of the Group's exploration portfolio (refer note 23). In addition to these initiatives the Group plans to raise further funds, however no formal arrangements are currently in place. The Directors have concluded that in the current circumstances, there exists a material uncertainty that may cast significant doubt over the Group's ability to continue as a going concern. Nevertheless, after taking into account the various funding options available the Directors have a reasonable expectation that the Group will have adequate resources to fund its future operational requirements and for these reasons they continue to adopt the going concern basis in preparing the financial report. Principles of Consolidation The consolidated financial statements incorporate all of the assets, liabilities and results of the parent (Sayona Mining Limited) and all of the subsidiaries. Subsidiaries are entities that the parent controls. The parent controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. A list of the subsidiaries is provided in Note 26. 44 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group from the date on which control is obtained by the Group. The consolidation of a subsidiary is discontinued from the date that control ceases. Intercompany transactions, balances and unrealised gains or losses on transactions between group entities are fully eliminated on consolidation. Accounting policies of subsidiaries have been changed and adjustments made where necessary to ensure uniformity of the accounting policies adopted by the Group. Income Tax The income tax expense/(income) for the year comprises current income tax expense/(income) and deferred tax expense/(income). Current income tax expense charged to profit or loss is the tax payable on taxable income. Current tax liabilities/(assets) are measured at the amounts expected to be paid to/(recovered from) the relevant taxation authority. Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses. Current and deferred income tax expense/(income) is charged or credited outside profit or loss when the tax relates to items that are recognised outside profit or loss. Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled and their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability. With respect to non-depreciable items of property, plant and equipment measured at fair value, the related deferred tax liability or deferred tax asset is measured on the basis that the carrying amount of the asset will be recovered entirely through sale. Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised. Where temporary differences exist in relation to investments in subsidiaries, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future. Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled. Tax consolidation The Company and its wholly-owned Australian resident entities have formed a tax-Consolidated Group and are therefore taxed as a single entity from that date. The head entity within the tax- consolidated Group is Sayona Mining Limited. Tax expense/income, deferred tax liabilities and deferred tax assets arising from temporary differences of the members of the tax-consolidated Group are recognised in the separate financial statements of the members of the tax-consolidated Group using the “separate taxpayer within group” approach by reference to the carrying amounts in the separate financial statements of each entity and the tax values applying under tax consolidation. Current tax liabilities and assets and deferred tax assets arising from unused tax losses and relevant tax credits of the members of the tax-consolidated Group are recognised by the Company (as head entity in the tax-consolidated Group). No tax funding arrangements are currently in place between the entities in the tax-consolidated Group. Sayona Mining I Annual Report 2019 45 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Property, Plant and Equipment Plant and equipment are measured on a cost basis and therefore carried at cost less accumulated depreciation and any accumulated impairment. In the event the carrying amount of plant and equipment is greater than the estimated recoverable amount, the carrying amount is written down immediately to the estimated recoverable amount and impairment losses are recognised either in profit or loss or as a revaluation decrease if the impairment losses relate to a revalued asset. A formal assessment of recoverable amount is made when impairment indicators are present. The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset’s employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are recognised as expenses in profit or loss during the financial period in which they are incurred. Depreciation The depreciable amount of all fixed assets is depreciated on a straight-line basis over their useful lives to the consolidated group commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements. The depreciation rates used for plant and equipment are in the range between 4% and 40%. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are recognised in profit or loss in the period in which they arise. Exploration and Development Expenditure Exploration, evaluation and development expenditures incurred are capitalised in respect of each identifiable area of interest. These costs are only capitalised, where the Group has right of tenure, to the extent that they are expected to be recovered through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. Accumulated costs in relation to an abandoned area are written off in full against profit or loss in the year in which the decision to abandon the area is made. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to capitalise costs in relation to that area of interest. When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves. The term "Joint Operation" has been used to describe "farm-in" and "farm-out" arrangements. Where the Group has entered into joint operation agreements on its areas of interest, the earn-in contribution by the joint operation partner is offset against expenditure incurred. Earn-in contributions paid, or expenditure commitments incurred by the Company to acquire a joint venture interest are expensed when incurred up to the time an interest is acquired. 46 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Restoration Costs The Group currently has no obligation for any restoration costs in relation to discontinued operations, nor is it currently liable for any future restoration costs in relation to current areas of interest. Consequently, no provision for restoration has been deemed necessary. Leases Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the periods in which they are incurred. Impairment of Assets At the end of each reporting period, the Group assesses whether there is any indication that an asset may be impaired. The assessment will include consideration of external and internal sources of information. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is recognised immediately in profit or loss. Where it is not possible to estimate the recoverable amount of an individual asset the Group estimates the recoverable amount of the cash generating unit to which the asset belongs. Fair Value of Assets and Liabilities The Group measures some of its assets and liabilities at fair value on either a recurring or non- recurring basis after initial recognition, depending on the requirements of the applicable Accounting Standard. Fair value is the price the Group would receive to sell an asset or would have to pay to transfer a liability in an orderly (ie unforced) transaction between independent, knowledgeable and willing market participants at the measurement date. Financial Instruments The Group has adopted the new accounting standard AASB 9 (financial instruments) with effect from 1 July 2018. As the Group's only receivables are GST/VAT recoveries and sundry items, adoption of AASB 9 has no material impact on the financial statements and there are no adjustments to current or prior period amounts. Initial recognition and measurement Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions to the instrument. For financial assets, this is the date that the Group commits itself to either the purchase or sale of the asset (ie trade date accounting is adopted). Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is classified “at fair value through profit or loss”, in which case transaction costs are expensed to profit or loss immediately. Classification and subsequent measurement Financial liabilities Financial liabilities are subsequently measured at amortised cost using the effective interest method. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest expense in profit and loss over the relevant period. The effective interest rate is the internal rate of return of the financial assets or liability. That is, it is the rate that exactly discounts the estimated future cash flows through the expected life of the instrument to the net carrying amount at initial recognition. Sayona Mining I Annual Report 2019 47 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Financial assets Financial assets are subsequently measured at amortised cost. Measurement is on the basis of two primary criteria: - - the contractual cash flow characteristics of the financial asset; and the business model for managing the financial assets. A financial asset that meets the following conditions is subsequently measured at amortised cost: – – the financial asset is managed solely to collect contractual cash flows; and the contractual terms within the financial asset give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding on specified dates. Derecognition Derecognition refers to the removal of a previously recognised financial asset or financial liability from the statement of financial position. Derecognition of financial liabilities A liability is derecognised when it is extinguished (ie when the obligation in the contract is discharged, cancelled or expires). An exchange of an existing financial liability for a new one with substantially modified terms, or a substantial modification to the terms of a financial liability is treated as an extinguishment of the existing liability and recognition of a new financial liability. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss. Derecognition of financial assets A financial asset is derecognised when the holder's contractual rights to its cash flows expires, or the asset is transferred in such a way that all the risks and rewards of ownership are substantially transferred. All of the following criteria need to be satisfied for the derecognition of a financial asset: – – – the right to receive cash flows from the asset has expired or been transferred; all risk and rewards of ownership of the asset have been substantially transferred; and the Group no longer controls the asset (ie the Group has no practical ability to make a unilateral decision to sell the asset to a third party). On derecognition of a financial asset measured at amortised cost, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognised in profit or loss. Impairment The Group recognises a loss allowance for expected credit losses, using the simplified approach under AASB 9, which requires the recognition of lifetime expected credit loss at all times. At each reporting date, the Group recognises the movement in the loss allowance as an impairment gain or loss in the statement of profit or loss and other comprehensive income. Foreign Currency Transactions and Balances Functional and presentation currency The functional currency of each of the Group’s entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which are the parent entity’s functional currency. 48 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Transaction and balances Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year- end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined. Exchange differences arising on the translation of monetary items are recognised in the profit or loss, except where deferred in equity as a qualifying cash flow or net investment hedge. Exchange differences arising on the translation of non-monetary items are recognised directly in other comprehensive income to the extent that the underlying gain or loss is recognised in other comprehensive income, otherwise the exchange difference is recognised in the profit or loss. Group companies The financial results and position of foreign operations whose functional currency is different from the Group’s presentation currency are translated as follows: - - - assets and liabilities are translated at year-end exchange rates prevailing at that reporting date; income and expenses are translated at average exchange rates for the period; and retained earnings are translated at the exchange rates prevailing at the date of the transaction. Exchange differences arising on translation of foreign operations with functional currencies other than Australian dollars are recognised in other comprehensive income and included in the foreign currency translation reserve in the statement of financial position. The cumulative amount of these differences is reclassified into profit or loss in the period in which the operation is disposed of. Employee Benefits Short-term employee benefits Provision is made for the Group’s obligation for short-term employee benefits. Short-term employee benefits are benefits (other than termination benefits) that are expected to be settled wholly before 12 months after the end of the annual reporting period in which the employees render the related service, including wages, salaries and sick leave. Short-term employee benefits are measured at the (undiscounted) amounts expected to be paid when the obligation is settled. The Group’s obligations for short-term employee benefits such as wages, salaries and sick leave are recognised as a part of current trade and other payables in the statement of financial position. The Group’s obligations for employees’ annual leave and long service leave entitlements are recognised as provisions in the statement of financial position. Other long-term employee benefits Provision is made for employees’ long service leave and annual leave entitlements not expected to be settled wholly within 12 months after the end of the annual reporting period in which the employees render the related service. Other long-term employee benefits are measured at the present value of the expected future payments to be made to employees. Expected future payments incorporate anticipated future wage and salary levels, durations of service and employee departures and are discounted at rates determined by reference to market yields at the end of the reporting period on government bonds that have maturity dates that approximate the terms of the obligations. Any remeasurements for changes in assumptions of obligations for other long-term employee benefits are recognised in profit or loss in the periods in which the changes occur. Sayona Mining I Annual Report 2019 49 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The Group’s obligations for long-term employee benefits are presented as non-current provisions in its statement of financial position, except where the Group does not have an unconditional right to defer settlement for at least 12 months after the end of the reporting period, in which case the obligations are presented as current provisions. Equity Settled Compensation The Group operates an employee share and option plan. Share-based payments to employees are measured at the fair value of the instruments issued and amortised over the vesting periods. Share- based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The fair value of options is determined using a binomial pricing model. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognised for services received as consideration for the equity instruments granted is based on the number of equity instruments that eventually vest. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, deposits available on demand with banks and other short-term highly liquid investments with original maturities of three months or less. Provisions Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the reporting period. Trade and Other Payables Trade and other payables represent the liabilities for goods and services received by the entity that remain unpaid at the end of the reporting period. The balance is recognised as a current liability with amounts normally paid within 30 days of recognition of the liability. Amounts are initially recognised at fair value, and subsequently measured at amortised cost. Issued Capital Ordinary shares are classified as equity. Transaction costs (net of tax, where the deduction can be utilised) arising on the issue of ordinary shares are recognised in equity as a reduction of the share proceeds received. Where share application monies have been received, but the shares have not been allotted, these monies are shown as a payable in the statement of financial position. Share options are classified as equity and issue proceeds are taken up in the option reserve. Transaction costs (net of tax where the deduction can be utilised) arising on the issue of options are recognised in equity as a reduction of the option proceeds received. Revenue and Other Income The Group has adopted the new revenue accounting standard AASB 15 (revenue from contracts with customers) with effect from 1 July 2018. As the Group's only revenue is interest and sundry income items, adoption of AASB 15 has no material impact in the financial statements and there are no adjustments to current or prior period amounts. 50 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Interest revenue is recognised using the effective interest method. All revenue is stated net of the amount of goods and services tax. Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO). Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the ATO is included with other receivables or payables in the statement of financial position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to, the ATO are presented as operating cash flows included in receipts from customers or payments to suppliers. These accounting policies also apply in respect of the Group's Canada operations in relation to VAT. Comparative Figures When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. Earnings per Share (EPS) Basic earnings per share Basic earnings per share is calculated by dividing the loss attributable to equity holders of the parent entity, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for any bonus elements in ordinary shares issued during the year. Diluted earnings per share Diluted earnings per ordinary share adjusts the figures used in the determination of basic earnings per share to take into account the after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. Adjusting Events The weighted average number of shares outstanding during the period and for all periods presented are adjusted for events, other than the conversion of potential ordinary shares that have changed the number of ordinary shares outstanding without a corresponding change in resources. Critical Accounting Estimates and Judgements The directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group. Impairment - general The Group assesses impairment at the end of each reporting period by evaluating conditions and events specific to the Group that may be indicative of impairment triggers. No impairment has been recognised for the year. Exploration and evaluation expenditure (Note 12): The Group capitalises expenditure relating to exploration and evaluation where it is considered likely to be recoverable or where the activities have not reached a stage that permits a reasonable assessment of the existence of reserves. For some areas of interest the Group has assessed the Sayona Mining I Annual Report 2019 51 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) existence of reserves and considers the expenditure is recoverable through successful development of the area. For other areas of interest exploration activity continues and the directors are of the belief that such expenditure should not be written off since technical and feasibility studies in such areas have not yet concluded. Tax Losses Available (Note 4): The availability of the Group's carry forward tax losses are based on estimates of tax deductibility of exploration expenditure, and compliance with tax laws in Australia and Canada. New Accounting Standards for Application in Future Periods Accounting Standards and Interpretations issued by the AASB that are relevant to the Group, but not yet mandatorily applicable, together with an assessment of the potential impact of such pronouncements on the Group when adopted in future periods, are discussed below: AASB 16: Leases (applicable to annual reporting periods beginning on or after 1 January 2019). When effective, this Standard will replace the current accounting requirements applicable to leases in AASB 117: Leases and related Interpretations. AASB 16 introduces a single lessee accounting model that eliminates the requirement for leases to be classified as operating or finance leases. The main changes introduced by the new Standard include: - - - - - recognition of a right-to-use asset and liability for all leases (excluding short-term leases with less than 12 months of tenure and leases relating to low-value assets); depreciation of right-to-use assets in line with AASB 116: Property, Plant and Equipment in profit or loss and unwinding of the liability in principal and interest components; variable lease payments that depend on an index or a rate are included in the initial measurement of the lease liability using the index or rate at the commencement date; by applying a practical expedient, a lessee is permitted to elect not to separate non-lease components and instead account for all components as a lease; and additional disclosure requirements. The transitional provisions of AASB 16 allow a lessee to either retrospectively apply the Standard to comparatives in line with AASB 108 or recognise the cumulative effect of retrospective application as an adjustment to opening equity on the date of initial application. AASB 16 will apply to the Group's premises lease, which is currently on a short-term month to month basis. Assuming a two year lease tenure, the estimated value of the right-to-use asset and lease liability is $79,200 and any impact on profit and loss is immaterial. NOTE 2: REVENUE AND OTHER INCOME Interest received from unrelated parties Sale of technical information Insurance refunds Other income 2019 $ 114,238 - 7,360 2,500 2018 $ 66,788 12,500 - - Total revenue and other income 124,098 14,539 52 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 NOTE 3: LOSS FOR THE YEAR (i) Expenses: Included in expenses are the following items: Rental expense on operating lease Foreign exchange loss Depreciation (ii) Significant Revenue and Expenses 2019 $ 120,451 5,354 9,369 2018 $ 55,996 14,495 6,641 The following significant revenue and expense items are relevant in explaining the financial performance: Exploration and evaluation expenditure expensed during the year (74,188) (229,352) NOTE 4: INCOME TAX EXPENSE (a) The prima facie tax on loss from ordinary activities is reconciled to the income tax as follows: Prima facie tax payable on loss from ordinary activities before income tax at 27.5% (2018: 27.5%). (612,054) (640,327) Adjust for tax effect of: Exploration expenditure capitalised Other deductible costs (net) Other non-deductible costs (net) Tax losses and temporary differences not brought to account Income tax expense attributable to entity Weighted average effective tax rate (nil due to tax losses) (b) Deferred tax assets and liabilities not brought to account, the net benefit of which will only be realised if the conditions for deductibility set out in Note 1 occur: Temporary differences Tax losses - Revenue Tax losses - Capital (166,935) (350,531) - 1,129,520 - 0.00% (1,315,724) - 334,667 1,621,384 - 0.00% (619,807) 5,181,442 6,175,038 172,017 7,756,000 6,175,038 Net unbooked deferred tax asset 10,736,673 14,103,055 The Group has unconfirmed carry forward losses for revenue of $18,942,527 (2018: $28,203,636) and for capital of $22,454,683 (2018: $22,454,683). Carry forward revenue losses have been revised in the current year following a review of the eligibility of prior year Australian losses under carry forward loss rules and the estimation of Canadian losses available. The tax benefits will only be obtained if the conditions in Note 1 are satisfied; the economic entity derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be realised and if the economic entity continues to comply with the conditions for deductibility imposed by the relevant tax legislation. Sayona Mining I Annual Report 2019 53 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 NOTE 5: KEY MANAGEMENT PERSONNEL COMPENSATION Refer to the remuneration report contained in the Directors Report for details of the remuneration paid or payable to each member of the Group's key management personnel (KMP), and other information (including equity interests) for the year ended 30 June 2019. (a) The names of key management personnel of the Group who have held office during the financial year are: Key Management Personnel Position Dennis O’Neill Paul Crawford Allan Buckler James Brown Managing Director Director - Executive Director - Non-executive Director - Non-executive (b) The totals of remuneration paid to KMP of the Company and Group during the year are as follows: Short-term employee benefits Post-employment benefits Other long-term benefits Share-based payments Total KMP compensation Short-term employee benefits 2019 $ 697,944 52,056 - - 750,000 2018 $ 608,058 4,635 - - 654,423 These amounts include salary, fees and paid leave benefits paid to the directors, or their related entities (Note 18). Post-employment benefits These amounts are the superannuation contributions made during the year. Other long-term benefits These amounts represent long service benefits accruing during the year. Share-based payments These amounts represent the expense related to the participation of KMP in equity-settled benefit schemes as measured by the fair value of the option, rights and shares granted on grant date. NOTE 6: EARNINGS PER SHARE The earnings figures used in the calculation of both the basic EPS and the dilutive EPS are the same as the profit or (loss) in the statement of profit or loss and other comprehensive income. Weighted average number of ordinary shares outstanding during the year used in the calculation of basic EPS Weighted average number of options outstanding Weighted average number of ordinary shares and potential ordinary shares outstanding during the year used in the calculation of diluted EPS 2019 $ 2018 $ 1,718,318,957 1,333,621,930 - - 1,718,318,957 1,333,621,930 Options to acquire ordinary shares in the parent company are the only securities considered as potential ordinary shares in determination of diluted EPS. These securities are not presently dilutive and have been excluded from the calculation of diluted EPS. 54 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 NOTE 7: AUDITORS' REMUNERATION Remuneration of the auditor for: - auditing or reviewing the financial reports - other assurance services NOTE 8: CASH AND CASH EQUIVALENTS Cash at bank and on hand Short-term bank deposits Cash at bank and on hand 2019 $ 2018 $ 37,000 - 37,000 34,000 - 34,000 772,005 1,050,128 1,221,575 9,054,163 1,822,133 10,275,738 The effective interest rate on short-term bank deposits was 1.75% (2018: 2.49%). These deposits have an average maturity of 88.63 days. Reconciliation of cash Cash at the end of the financial year as shown in the statement of cash flow is reconciled to items in the statement of financial position as follows: Cash and cash equivalents 1,822,133 10,275,738 NOTE 9: TRADE AND OTHER RECEIVABLES Current (unsecured): Other Debtors Other debtors includes $271,273 (2018: $449,722) of GST/VAT amounts due from the Australian and Canadian taxation authorities, which represents a significant concentration of credit risk to the Group. NOTE 10: OTHER ASSETS Current: Deposits Prepayments 272,933 484,445 272,933 484,445 2,281 89,494 91,775 2,154 172,980 175,134 Sayona Mining I Annual Report 2019 55 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 NOTE 11: PLANT AND EQUIPMENT Plant and equipment At cost Accumulated depreciation Total plant and equipment Reconciliation of the carrying amounts for property, plant and equipment: Balance at the beginning of year Additions Depreciation expense Foreign currency translation movement Carrying amount at the end of year NOTE 12: EXPLORATION AND EVALUATION ASSET Exploration and evaluation expenditure carried forward in respect of areas of interest are: Exploration and evaluation phase - group interest 100% (a) Exploration and evaluation phase - subject to joint operation (b) 2019 $ 2018 $ 172,701 (28,618) 144,083 5,518 144,051 (9,369) 3,883 144,083 24,728 (19,210) 5,518 7,297 4,862 (6,641) - 5,518 19,111,142 766,257 19,877,399 12,712,550 606,637 13,319,187 (a) Movement in exploration and evaluation expenditure: Non-Joint Operation Opening balance - at cost Capitalised exploration and evaluation expenditure Transfer from joint operations Foreign currency translation movement Carrying amount at end of year 12,712,550 4,609,557 1,096,431 692,604 19,111,142 7,697,147 5,015,403 - - 12,712,550 (b) Movement in exploration and evaluation expenditure: Subject to Joint Operation Opening balance - at cost Capitalised exploration and evaluation expenditure Transfer to joint operations Foreign currency translation movement Carrying amount at end of year 606,637 1,237,873 (1,096,431) 18,178 766,257 127,014 479,623 - - 606,637 Recoverability of the carrying amount of exploration assets is dependent on the successful exploration and development of projects, or alternatively, through the sale of the areas of interest. Movements during the year on exploration and evaluation assets included $4,164,921 (2018: $4,769,829) on the Authier Lithium Project in Canada. A further $1,680,581 (2018: $725,197) has been expended on existing and new projects. Of that total, $133,540 (2018: $80,000) was settled by issue of 7,042,079 (2018: 1,869,159) ordinary shares in the Company. Commitments in respect of exploration projects are set out in Note 19. In addition, the Group has options on projects as set out in Note 24. 56 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 NOTE 13: TRADE AND OTHER PAYABLES Current (unsecured): Trade creditors Sundry creditors and accrued expenses Total trade and other payables Financial liabilities at amortised cost classified as trade and other payables: 2019 $ 2018 $ 710,287 235,619 1,115,265 416,224 945,906 1,531,489 Financial liabilities as trade and other liabilities (refer Note 20) 945,906 1,531,489 NOTE 14: PROVISIONS Current: Provision for employee entitlements Opening balance Additional provisions Amounts used Balance at year end NOTE 15: ISSUED CAPITAL Fully paid ordinary shares Ordinary shares issued during the year Balance at the beginning of the reporting period Shares issued during the prior year: Shares issued during the current year: On 27 November 2018, new issue of shares at $0.078 per share following a conversion of options. On 27 November 2018, new issue of shares at $0.025 per share in settlement of tenement acquisition. On 24 January 2019, new issue of shares at $0.0191 per share in settlement of tenement acquisition On 23 April 2019, new issue of shares at $0.0160 per share in settlement of tenement acquisition Balance at reporting date 38,846 47,811 47,811 48,056 (57,021) 46,271 39,632 (38,092) 38,846 47,811 2019 $ 2018 $ 79,309,022 79,183,501 No. No. 1,715,532,065 - 974,819,553 740,712,512 200 492,126 5,235,602 1,314,351 - - - - 1,722,574,344 1,715,532,065 Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. At shareholders' meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands. The Company does not have authorised capital or par value in respect of its issued shares. Sayona Mining I Annual Report 2019 57 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 NOTE 15: ISSUED CAPITAL (continued) Options on issue are as follows: (i) Unlisted employee and officer options Balance at beginning of reporting period Granted (Note 22) Exercised (Note 22) Expired Balance at reporting date (ii) Listed options Balance at beginning of reporting period Granted Exercised Expired Balance at reporting date 2019 $ 2018 $ - - - - - - 5,000,000 (5,000,000) - - 2018 $ 2019 $ 120,242,789 - (200) - - 120,242,789 - - 120,242,589 120,242,789 Options granted on 31 May 2018 to shareholders, exercisable at $0.078 each and expire 30 April 2020. Capital management policy Exploration companies such as Sayona Mining Limited are funded by share capital during exploration and a combination of share capital and borrowings as they move into the development and operating phases of their business life. Management controls the capital of the Group in order to maintain a sustainable debt to equity ratio, generate long-term shareholder value and ensure that the Group can fund its operations and continue as a going concern. The Group’s debt and capital include ordinary share capital and financial liabilities, supported by financial assets. Management effectively manages the Group’s capital by assessing the Group’s financial risks and adjusting its capital structure in response to changes in these risks and in the market. There are no externally imposed capital requirements. There have been no changes in the strategy adopted by management to control the capital of the Group since the prior year. NOTE 16: RESERVES Foreign currency translation reserve The foreign currency translation reserve recorded exchange differences arising on translation of a foreign controlled subsidiary. Options reserve The options reserve records amounts recognised as expenses on valuation of employee share options. 58 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 NOTE 17: CASH FLOW INFORMATION (a) Reconciliation of Cash Flow from Operations with Loss from Ordinary Activities after Income Tax: Loss from ordinary activities after income tax Non-cash flows in profit from ordinary activities: Depreciation Share based payments - exploration and corporate Share based payments - remuneration Changes in operating assets and liabilities: (Increase)/Decrease in receivables (Increase)/Decrease in other assets (Decrease)/Increase in creditors and accruals (Increase)/Decrease in provisions Cash flows from operations (b) Non-cash Financing and Investing Activities 2019 $ 2018 $ (2,225,651) (2,328,463) 9,369 - - 6,641 160,000 22,522 232,078 90,128 (689,937) (9,441) (2,593,454) (158,168) (129,146) 917,545 1,540 (1,507,529) On 27 November 2018, 492,326 new shares were issued in settlement of tenement acquisition. On 24 January 2019, 5,235,602 new shares were issued in settlement of tenement acquisition. On 23 April 2019, 1,314,351 new shares were issued in settlement of tenement acquisition. In the prior year a total of 10,072,296 shares were issued in settlement of tenement acquisitions and capital raise fees. NOTE 18: RELATED PARTY TRANSACTIONS (a) The Group's main related parties are as follows: Key Management Personnel: Any persons having authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, including any director (whether executive or non-executive) of the Group, are considered key management personnel (see Note 5). (b) Transactions with related parties: Transactions between related parties are on normal commercial terms and conditions, no more favourable than those available to other parties unless otherwise stated. During the year, the parent entity engaged Shazo Holdings Pty Ltd, an entity controlled by Mr Allan Buckler, a director of the Company, to provide directorial and exploration technical services. Fees of $75,000 were incurred during the year (2018:$60,000). $Nil was owed by the Company at 30 June (2018: $15,000). NOTE 19: COMMITMENTS (a) Operating lease commitments Non-cancellable operating leases contracted for but not recognised in the financial statements: Not later than 1 year Between 1 year and 5 years Total commitment 2019 $ 2018 $ 3,579 - 3,579 3,904 3,579 7,483 In addition to the above, the Group has a month to month lease for office premises. Sayona Mining I Annual Report 2019 59 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 NOTE 19: COMMITMENTS (continued) (b) Exploration commitments The entity must meet minimum expenditure commitments on granted exploration tenements to maintain those tenements in good standing. If the relevant mineral tenement is relinquished the expenditure commitment also ceases. The following commitments exist at balance date but have not been brought to account. Not later than 1 year Between 1 year and 5 years Total commitment NOTE 20: FINANCIAL RISK MANAGEMENT 2019 $ 1,521,794 1,105,871 2018 $ 765,004 - 2,627,665 765,004 The Group’s financial instruments mainly comprises cash balances, receivables and payables. The main purpose of these financial instruments is to provide finance for group operations. The totals for each category of financial instruments, measured in accordance with AASB 9: Financial Instruments as detailed in the accounting policies to these financial statements are detailed in the table outlining financial instruments composition and maturity analysis in part (b) below. Financial Risk Management Policies The Board of the Company meets on a regular basis to analyse exposure and to evaluate treasury management strategies in the context of the most recent economic conditions and forecasts. The Board has overall responsibility for the establishment and oversight of the Company's risk management framework. Management is responsible for developing and monitoring the risk management policies. Specific Financial Risk Exposures and Management The main risks the Group is exposed to through its financial instruments are credit risk, liquidity risk and market risk, consisting of interest rate risk and foreign exchange risk. These risks are managed through monitoring of forecast cashflows, interest rates, economic conditions and ensuring adequate funds are available. (a) Credit Risk Credit risk arises from exposures to deposits with financial institutions and sundry receivables (Notes 8 and 9). Credit risk is managed and reviewed regularly by the Board. The Board monitors credit risk by actively assessing the rating quality and liquidity of counter parties. The carrying amount of cash and receivables recorded in the financial statements represent the Group's maximum exposure to credit risk. Concentration of credit risk is set out in Note 9. (b) Liquidity Risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. This risk is managed by ensuring, to the extent possible, that there is sufficient liquidity to meet liabilities when due, without incurring unacceptable losses or risking damage to the Group's reputation. The Board manages liquidity risk by sourcing long-term funding, primarily from equity sources. 60 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 NOTE 20: FINANCIAL RISK MANAGEMENT (continued) Financial liability and financial asset maturity analysis The table below reflects an undiscounted contractual maturity analysis for financial assets and financial liabilities and reflects management's expectations as to the timing of termination and realisation of financial assets and liabilities. Consolidated Group 2019 Financial assets Cash and cash equivalents (i) Receivables (ii) Financial liabilities Payables (ii) Net cash flow on financial instruments 2018 Financial assets Cash and cash equivalents (i) Receivables (ii) Financial liabilities Payables (ii) Net cash flow on financial instruments 1 year or less 1 to 2 years More than 2 years Total $ $ $ $ 1,822,133 272,933 2,095,066 945,906 945,906 1,149,160 1 year or less $ 10,275,738 484,445 10,760,183 1,531,489 1,531,489 9,228,694 1 to 2 years $ - - - - - - - - - - - - - - - - - - More than 2 years $ - - - - - - 1,822,133 272,933 2,095,066 945,906 945,906 1,149,160 Total $ 10,275,738 484,445 10,760,183 1,531,489 1,531,489 9,228,694 (i) (ii) Floating interest with a weighted average effective interest rate of 1.75% (2018: 2.49%). Non-interest bearing. (c) Market Risks (i) Interest Rate Risk The Group's exposure to interest rate risk, which is the risk that a financial instrument's value will fluctuate as a result of changes in market interest rates, arises in relation to the Company's bank balances. This risk is managed through the use of variable rate bank accounts. (ii) Foreign exchange risk The Group operates internationally and is exposed to foreign exchange risk arising from currency movements, primarily in respect of the Canadian and US Dollar. No derivative financial instruments are employed to mitigate the exposed risks. Risk is reviewed regularly, including forecast movements in these currencies by the senior executive team and the Board. Sayona Mining I Annual Report 2019 61 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 NOTE 20: FINANCIAL RISK MANAGEMENT (continued) These foreign exchange risks arose from: - - Cash held in Canadian and US dollars. Canadian and US dollar denominated receivables and payables. The Group's exposure (in AUD) to foreign currency risk at the reporting date was as follows: Cash and cash equivalents Receivables Payables Net exposure Cash and cash equivalents Receivables Payables Net exposure (d) Sensitivity analysis CAD 2019 98,892 262,606 (630,649) (269,151) CAD 2018 102,394 443,179 (1,280,987) (735,414) USD 2019 4,503 - - 4,503 USD 2018 11,598 - (34,620) (23,022) If the spot Australian Dollar rate strengthened/weakened by 5 percent against the US Dollar, with all other variables held constant, the Group's post-tax result for the year would have been $238 +/- (2018: $1,139). If the spot Australian Dollar rate strengthened/weakened by 5 percent against the Canadian Dollar, with all other variables held constant, the Group's post-tax result for the year would have been $13,457 +/- (2018: $36,770). The Group has performed sensitivity analysis relating to its exposure to interest rate risk. At year-end, the effect on profit and equity as a result of a 1% change in the interest rate, with all other variables remaining constant would be +/- $18,221 (2017: $102,757). (e) Fair Values The aggregate fair values and carrying amounts of financial assets and liabilities are disclosed in the statement of financial position and notes to the financial statements. Fair values are materially in line with carrying values, due to the short term nature of all these items. NOTE 21: CONTINGENT LIABILITIES There were no material contingent liabilities at the end of the reporting period. 62 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 NOTE 22: SHARE BASED PAYMENTS Options Options issued under employee share based payment arrangements are summarised as: Outstanding at beginning of the year Granted Forfeited Exercised Expired Outstanding at period end Exercisable and vested at year end 2019 2018 Number of Options No Weighted Average Exercise Price $ - - - - - - - - - - - - - - Number of Options No - 5,000,000 - 5,000,000 - - Weighted Average Exercise Price $ - 0.040 - 0.040 - - - - The Company established the Sayona Mining Limited Employees and Officers Share Option Plan on 26 November 2014. All members become eligible to participate at the discretion of the Board. Options forfeit one month after the holders ceases to be employed by the Company. There were no options issued under this plan during the year. Shares On 15 October 2018, 200 new shares were issued on conversion of listed options. On 27 November 2018, 492,326 shares were issued in settlement of a tenement acquisition. On 24 January 2019, 5,235,602 shares were issued in settlement of a tenement acquisition. On 23 April 2019, 1,314,351 shares were issued in settlement of a tenement acquisition. The value of the shares issued was determined by reference to the market price. NOTE 23: EVENTS AFTER BALANCE SHEET DATE Key events since the end of the financial year have been: Mr Brett Lynch commenced as Managing Director of the Group on 1 July 2019. On 8 August 2019, the Company announced an Earn-­‐in Agreement with lithium producer Altura Mining Limited, over Sayona’s Western Australian lithium portfolio in the world-­‐class Pilgangoora lithium district. Under the agreement, Altura will spend $1.5 million on exploration across the project portfolio over three years to earn a 51% interest, with Sayona retaining the remaining project interest. Sayona retains the right to contribute to project evaluation and development in the future to participate in the upside exploration potential. On 14 August 2019 the Company announced that a placement would be undertaken to Directors, management and a major shareholder to raise approximately $1.2 million. The placement will be on the same terms as the SPP announced on 24 June 2019. On 23 August 2019, funds raised totalled $716,341 from the issue of 83,295,471 new shares at an issue price of $0.0086 each, and 41,647,702 free attaching options to applicants under the SPP announced on 24 June 2019. Options are exercisable at $0.03 each, expiring on 23 July 2022. Sayona Mining I Annual Report 2019 63 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 NOTE 23: EVENTS AFTER BALANCE SHEET DATE (continued) On 23 August 2019, the Company also issued 43,927,651 new shares at an issue price of $0.0086 each, and 21,963,826 free attaching options to eligible parties under the placement announced on 14 August 2019. Options are exercisable at $0.03 each, expiring on 23 July 2022. Funds raised totalled $377,778 and further shares to raise $800,000 committed to by Directors have not been issued under the placement pending shareholder approval at the Company's annual general meeting. There have been no other key events since the end of the financial year. NOTE 24 JOINT ARRANGEMENTS The Group has entered into joint arrangements with the following parties. Joint arrangements are in the form of options to acquire mineral tenements (refer Note 12). Sayona Lithium Pty Ltd On 4 February 2016, the Company entered into a binding heads of agreement with Mr Bruce Legendre to acquire a 100% interest in Western Australian mineral tenement E59/2092 (Mt Edon). The agreement provides for an initial payment of $15,000 and issue of 1,000,000 fully paid ordinary shares in the parent entity to acquire 80% of the tenement with a further three year option to acquire the remaining 20% for $100,000. The Group holds an 80% interest in the project at 30 June 2019. Under the agreement, the vendor is entitled to receive a 1% gross production royalty and is entitled to explore for and develop other non- lithium commodities within the tenement during the option period. On 4 February 2017, the Company entered into an option agreement with Great Sandy Pty Ltd to acquire a number of tenements in the Pilgangoora lithium district of Western Australia. The option provides for the Company to acquire an 80% interest in all the tenements by making staged payments in cash or shares, at Great Sandy’s election, of $300,000 within 12 months and a further $300,000 within 24 months of the agreement date. The agreement also provides for a free carried interest of Grant Sandy up to decision to mine. Great Sandy can elect to convert the 20% interest to a 2% gross smelter royalty. On 19 December 2017, the Group exercised its option and made the initial $300,000 payment under the agreement. Of this, $80,000 was settled through the issue of 1,869,159 ordinary shares. On 18 December 2018, the Group made the second $300,000 payment under the agreement to attain the 80% interest in relevant tenements. On 24 January 2019, the Group acquired the final 20% of the tenure subject of the agreement through payment of $100,000 to Great Sandy Pty Ltd, by issuing 5,235,602 shares. The Group now holds 100% unecumbered interest in the tenement package. Sayona Quebéc Inc. On 16 March 2017, the Company entered into an option-to-purchase agreement to acquire a tenement to the east of the company's Authier project in Quebéc, Canada. The option to purchase CDC2187652 is exercisable anytime in the next five years, by making payments including CAD$25,000 on signing, CAD$5,000 on each anniversary between years two to five, and CAD$75,000 on exercise of the option. At 30 June 2019, the Company held a 100% interest in the property. On 18 January 2018, the Company entered into an acquisition agreement with Matamec Explorations Inc in relation to a number of mineral claims in Quebéc. The acquisition includes the staged payments of cash and exploration commitments, and net smelter royalty payable to Matamec should Sayona achieve 100% ownership. 64 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 NOTE 24: JOINT ARRANGEMENTS (continued) The staged acquisition strategy enables Sayona to obtain an initial 50% interest in the property through the expenditure of CAD$105,000 for claim renewal costs of the property, as required by the Quebéc department of natural energy and resources. Sayona can then earn 100% interest in the property by completing the milestones in the timeframes outlined below: - - Investing CAD$200,000 in exploration and pay CAD$100,000 in cash to Matamec within the first 12 months; and Investing CAD$350,000 in exploration and pay CAD$250,000 in cash to Matamec within 12 and 24 months of signing. At 30 June 2019, the Company held a 50% interest in the property (Tansim project). On 15 October 2018, the Group entered into an agreement to purchase four additional Mineral Claims 2472424, 2472425, 2480180, 2507910, to extend the Authier project. The agreement provided for an initial share issue of CAD$12,500 worth of shares, and a payment of CAD$12,500 in cash. On 27 November 2018, the Group paid AUD$12,500 through a share issue of 492,126 shares. On 28 February 2019, the Company expanded the Tansim project with the acquisition of the Lac Simard lithium prospect from Exiro Minerals Corp (Exiro). Under the agreement Sayona can acquire a 100% interest by making cash and share payments and undertaking work on the property over a three-year period, with Exiro retaining a 2% net smelter return royalty. At 30 June 2019, the Company held a 100% interest in the property. NOTE 25: PARENT ENTITY INFORMATION The following information relates to the parent entity, Sayona Mining Limited. This information has been prepared using consistent accounting policies as presented in Note 1. Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Net Assets Contributed equity Option Reserve Accumulated losses Total equity 2019 $ 2018 $ 1,750,503 19,810,778 10,229,890 12,731,956 21,561,281 22,961,846 337,710 - 337,710 281,124 - 281,124 21,223,571 22,680,722 79,309,022 - (58,085,451) 79,183,501 - (56,502,779) 21,223,571 22,680,722 Statement of Profit or Loss and Other Comprehensive Income Total loss for the year Total other comprehensive income Total comprehensive loss for the year 1,582,672 - 2,176,941 - 1,582,672 2,176,941 Sayona Mining I Annual Report 2019 65 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 NOTE 25: PARENT ENTITY INFORMATION Guarantees There are no parent company guarantees. Contingent Liabilities There are no material contingent liabilities at the end of the reporting period. NOTE 26: INTERESTS IN SUBSIDIARIES Information about principal subsidiaries Sayona Lithium Pty Ltd, incorporated in Australia on 4 September 1986. The parent entity holds 100% of the ordinary shares of the entity. The Company holds options to acquire and tenement applications for lithium tenements in Western Australia. Sayona East Kimberley Pty Ltd, incorporated in Australia on 18 June 2015. The parent entity holds 100% of the ordinary shares of the entity. The Company holds options on graphite tenements in Western Australia. Sayona International Pty Ltd, incorporated in Australia on 29 April 2016. The parent entity holds 100% of the ordinary shares of the entity. The Company was established to hold overseas projects acquired by the Group. No assets were held by the entity at 30 June 2019. Sayona Quebéc Inc. incorporated in Canada on 7 July 2016. The parent entity holds 100% of the ordinary shares of the entity. The Company was established to hold overseas projects acquired by the Group. The Company holds the Authier Lithium Project and Tansim Lithium Project at 30 June 2019. These subsidiaries have share capital consisting solely of ordinary shares which are held directly by the Group. There are no significant restrictions over the Group's ability to access or use assets and settle liabilities of the Group. Each subsidiary's principal place of business is also its country of incorporation, and year ends coincide with the parent company. NOTE 27: SEGMENT REPORTING The Group operates internationally, in the mineral exploration industry. Segment reporting is based on the whole of entity. Geographical segment information is as follows: Primary Reporting: Geographical Segments Australia Overseas Consolidated Group 2019 $ 2018 $ 2019 $ 2018 $ 2019 $ 2018 $ REVENUE Revenue Total revenue from ordinary activities 112,405 78,875 11,693 413 124,098 79,288 112,405 78,875 11,693 413 124,098 79,288 66 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 NOTE 27: SEGMENT REPORTING (continued) RESULT Australia Overseas Consolidated Group 2019 2018 2019 2018 2019 2018 Profit/(loss) from ordinary activities before income tax expense Income tax expense Profit/(loss) from ordinary activities after income tax expense ASSETS Segment assets LIABILITIES (504,925) (2,197,589) (1,720,726) (130,874) (2,225,651) (2,328,463) - - - - - - (504,925) (2,197,589) (1,720,726) (130,874) (2,225,651) (2,328,463) 5,000,144 12,367,549 17,208,179 11,892,473 22,208,323 24,260,022 Segment liabilities 341,931 293,744 642,821 1,285,556 984,752 1,579,300 There were no transfers between segments reflected in the revenues, expenses or result above. The pricing of any intersegment transactions is based on market values. Segment accounting policies are consistent with the economic entity. NOTE 28: FAIR VALUE MEASUREMENT The Group does not measure any assets or liabilities at fair value on a recurring basis after initial recognition. The Group does not subsequently measure any assets or liabilities at fair value on a non-recurring basis. NOTE 29: COMPANY DETAILS The registered office and principal place of business is: Sayona Mining Limited Unit 68 283 Given Terrace Paddington Queensland 4064 Sayona Mining I Annual Report 2019 67 DIRECTOR’S DECLARATION The Directors of the Company declare that: 1. The attached financial statements and notes are in accordance with the Corporations Act 2001 and: (a) comply with Australian Accounting Standards which, as stated in accounting policy Note 1 to the financial statements, constitutes compliance with International Financial Reporting Standards (IFRS); and (b) give a true and fair view of the financial position as at 30 June 2019 and of the performance of the consolidated Group for the year ended on that date. 2. 3. In the Directors' opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and The Directors have been given the declarations by their Chief Executive Officer and Chief Finance Officer required by section 259A of the Corporations Act 2001. This declaration is made in accordance with a resolution of the Board of Directors. Dennis O’Neill Director Paul Crawford Director Dated this: 13th day of September 2019 68 Independent Auditor’s Report to the Members of Sayona Mining Limited Report on the Audit of the Financial Report Opinion We have audited the financial report of Sayona Mining Limited (the Company and its subsidiaries (the Group)), which comprises the consolidated statement of financial position as at 30 June 2019, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors’ declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Group’s financial position as at 30 June 2019 and of its performance for the year then ended; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110: Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Material uncertainty related to going concern We draw attention to Note 1 in the financial report, which states that the Group’s ability to execute its currently planned exploration and evaluation activities requires the Group to raise additional funds. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. Sayona Mining I Annual Report 2019 69 Independent Auditor’s Report to the Members of Sayona Mining Limited (continued) Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matter Carrying value of exploration and evaluation assets Refer to note 12 (exploration and evaluation assets) and evaluation As at 30 June 2019 the carrying value of exploration is $19,877,399. This is a significant asset of the Group. The Group’s accounting policy in respect of exploration and evaluation assets is outlined in Note 1. assets This is a key audit matter due to the fact that significant judgement is applied in determining whether the capitalized exploration and evaluation assets meet the recognition criteria set out for and in AASB6 Exploration Evaluation of Mineral Resources. How our audit addressed the key audit matter Our procedures included, amongst others: • We obtained evidence as to whether the rights to tenure of the areas of interest remained current at balance date and as well as confirming that rights to tenure are expected to be renewed for tenements that will expire in the near future; • We obtained evidence of the future intention for the areas of interest, including reviewing future budgeted expenditure and related work programs; • We obtained an understanding of the status of ongoing exploration programs, for the areas of interest; • We obtained evidence as to the assumptions made by management in the determination of the recoverable value of the asset. c:\users\ndb\documents\ndb\work\clients\sya\2019\19 audit report.docx 70 Independent Auditor’s Report to the Members of Sayona Mining Limited (continued) Other information The directors are responsible for the other information. The other information comprises the information in the Group’s Annual Report for the year ended 30 June 2019, but does not include the financial report and the auditor’s report thereon. The Annual Report will be made available to us after the date of this auditor’s report. Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to the directors and request that a correction be made. Directors’ responsibility for the financial report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibility for the audit of the financial report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. c:\users\ndb\documents\ndb\work\clients\sya\2019\19 audit report.docx Sayona Mining I Annual Report 2019 71 Independent Auditor’s Report to the Members of Sayona Mining Limited (continued) • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. • Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. c:\users\ndb\documents\ndb\work\clients\sya\2019\19 audit report.docx 72 Independent Auditor’s Report to the Members of Sayona Mining Limited (continued) Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 10 to 13 of the Directors’ Report for the year ended 30 June 2019. In our opinion, the Remuneration Report of Sayona Mining Limited for the year ended 30 June 2019 complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. Nexia Brisbane Audit Pty Ltd ND Bamford Director Level 28, 10 Eagle Street Brisbane Qld 4000 Date: 13 September 2019 c:\users\ndb\documents\ndb\work\clients\sya\2019\19 audit report.docx Sayona Mining I Annual Report 2019 73 ASX INFORMATION Following is additional information required by the ASX Limited and not disclosed elsewhere in this report. The following information is provided as at 31 August, 2019. 1. Shareholding: Distribution of Shareholders Number: Category Number (Size of Holding) Ordinary Shares (Number) 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 - and over 236 281 376 1,970 1,567 4,430 The number of shareholdings held in less than marketable parcels is 2,405. Twenty Largest Holders - Ordinary Shares 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17 18. 19. 20. Terryjoy Pty Ltd P Point Pty Ltd Cropanly Pty Ltd E M Enterprises (Qld) Pty Ltd Citicorp Nominees Pty Limited HSBC Custody Nominees (Australia) Limited Mr Robert Veitch + Mrs Elaine Veitch Mr Robert Desmond Wooding Merrill Lynch (Australia) Nominees Pty Limited J P Morgan Nominees Australia Limited Moverly Superannuation Pty Ltd BNP Paribas Noms Pty Ltd Bubevich Investments Pty Ltd BNP Paribas Nominees Pty Ltd Mike Moore Super Pty Ltd Guy Laliberte Mr Christopher Paul Dredge + Mrs Nanette Alexandra Dredge Mr Hong Lam Pham HVVK Investments Pty Ltd Kabila Investments Pty Limited Number of Shares Held 124,569,768 97,343,137 94,752,791 84,391,052 69,116,954 46,905,190 32,225,301 30,868,410 26,742,479 23,056,592 17,844,187 17,029,390 15,500,000 13,408,567 13,054,729 12,919,897 11,821,030 % of Total Issued Capital 6.73 5.26 5.12 4.56 3.74 2.54 1.74 1.67 1.45 1.25 0.96 0.92 0.84 0.72 0.71 0.70 0.64 10,133,154 10,000,000 7,876,449 759,559,077 0.55 0.54 0.43 41.06% 74 ASX INFORMATION Twenty Largest Holders - Options 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. CS Third Nominees Pty Limited < HSBC Cust Nom Au Ltd 13 A/C> HSBC Custody Nominees (Australia) Limited - GSCO ECA HSBC Custody Nominees (Australia) Limited CS Fourth Nominees Pty Limited < HSBC Cust Nom Au Ltd 11 A/C> HSBC Custody Nominees (Australia) Limited - A/C 2 Merrill Lynch (Australia) Nominees Pty Limited Mrs Jane Louise Hirst Citicorp Nominees Pty Limited Mr Graham McIntyre Craig Meath Super Pty Ltd Mr Craig Stephen Meath Mr David Michael Gartner M & K Korkidas Pty Ltd J P Morgan Nominees Australia Limited CCK Pty Limited Jannarn Pty Ltd Mr Trilochana Reddy Mt Paul Joseph Simms Mr Man Kem Tan + Ms Hee Jeng Tou Spider Capital Ltd Number of Options Held 12,352,942 12,000,000 9,865,935 6,313,726 5,028,522 4,901,961 4,156,819 3,243,980 3,141,035 3,022,500 3,002,273 3,000,000 2,739,091 2,499,176 2,220,099 2,058,822 2,000,000 2,000,000 2,000,000 1,647,059 % of Total Options Issued 10.27 9.98 8.21 5.25 4.18 4.08 3.46 2.70 2.61 2.51 2.50 2.49 2.28 2.08 1.85 1.71 1.66 1.66 1.66 1.37 87,193,940 75.52% The names of the substantial shareholders listed in the Company’s register at the relevant date are : Shareholder Terryjoy Pty Ltd P Point Pty Ltd Cropanly Pty Ltd Number of Shares Held % of Issued Capital 124,569,768 97,343,137 94,752,791 6.73% 5.26% 5.12% Voting Rights Each ordinary share is entitled to one vote when a poll is called, otherwise each member present at a meeting has one vote on a show of hands. There are no voting rights attaching to the Options, but voting rights as detailed above will attach to the ordinary shares issued when the Options are exercised. Sayona Mining I Annual Report 2019 75 ASX INFORMATION 2. Registers of securities are held at the following address: Computershare Investor Services Pty Limited Level 1, 200 Mary Street, Brisbane Qld 4000 3. Securities Exchange Listing Quotation has been granted for all the ordinary shares issued by the Company on all Member Exchanges of the ASX Limited. 4. Restricted Securities The Company has no restricted securities on issue. Reference To Previous ASX Releases Certain information relating to Mineral Resources, Exploration Targets and Exploration Data associated with the Company’s projects in this Report has been extracted from the following ASX Announcements. This Annual Report also refers to the following previous ASX releases: ! Boost for Authier Project as JORC Ore Reserves expand 24 September 2018 ! Positive Authier Definitive Feasibility Study, 24 September 2018 ! Acquisition Boosts Holding in World-Class WA Lithium District, 29 Jan 2019 ! Drilling Completed at Mallina Lithium Project, 31 Oct 2018 ! Step Up of Engagement Following Québec Regulatory Decision, 6 Mar 2019 ! Sayona Pushing Forward with New Lithium Mine for Québec, 28 Mar 2019 ! Drilling Results Boost Prospects for New Lithium Deposit at Tansim 09 Apr 2019 ! Sayona Expands Tansim Project with New Acquisition 15 Apr 2019 ! Engineering Firm Appointed for Updated Authier DFS 28 May 2019 ! New EIS Launched for Authier Lithium Project 24 June 2019 ! Altura Earn-In Agreement Boosts Sayona’s Australian Lithium Assets 8 August 2019 ! SPP & Placement Secure $1.9M to Advance Sayona Projects 23 August 2019 Copies of these reports are available to view on the Sayona Mining Limited website www.sayonamining.com.au. These reports were issued in accordance with the 2012 Edition of the JORC Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and all material assumptions and technical parameters continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcements. 76 PLUGGED INTO AN ELECTRIC FUTURE CORPORATE DIRECTORY Sayona Mining Limited ABN 26 091 951 978 ASX Code Directors SYA Mr Brett Lynch – Managing Director Mr Paul Crawford – Executive Director Mr Dan O’Neill – Non-Executive Director Mr Alan Buckler – Non-Executive Director Mr James Brown – Non-Executive Director Company Secretary Mr Paul Crawford Unit 68 283 Given Terace Paddington Qld 4066 Ph: +61 7 3369 7058 Email: info@sayonamining.com.au Sayona Québec Inc. +1 (819) 384 3494 169, chemin du Quai La Motte, Québec J0Y 1T0 Website: www.sayonaquebec.com.au Nexia Brisbane Audit Pty Ltd Level 28, 10 Eagle Street Brisbane Qld 4000 Ph: +61 7 3229 2022 GRT Lawyers Level 2, 400 Queen Street Brisbane Qld 4000 Ph: +61 7 3309 7000 Collin Biggers & Paisley Level 35, 1 Eagle Street Brisbane Qld 4000 Ph: +61 7 3002 8700 Registered Office Auditors Lawyers Share Registry Computershare Investor Services Pty Level 1, 200 Mary Street Brisbane Qld 4000 Ph: 1300 787 272 Limited www.sayonamining.com.au Sayona Mining Limited I Annual Report 2019 77 Sayona Mining I Annual Report 2019 77 A N N U AL R EP O R T 2 0 1 9

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