PRESENTATION OF INFORMATION	iii
GLOSSARY	iv
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	vii
SUMMARY OF RISK FACTORS	ix
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE	1
ITEM 3. KEY INFORMATION	1
ITEM 4. INFORMATION ON THE COMPANY	23
ITEM 4A. UNRESOLVED STAFF COMMENTS	54
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	54
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	69
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	78
ITEM 8. FINANCIAL INFORMATION	80
ITEM 9. THE OFFER AND LISTING	80
ITEM 10. ADDITIONAL INFORMATION	81
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	93
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	93
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	95
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	95
ITEM 15. CONTROLS AND PROCEDURES	95
ITEM 16. [Reserved]	97
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT	97
ITEM 16B. CODE OF ETHICS	97
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES	97
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	98
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	98
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	98
ITEM 16G. CORPORATE GOVERNANCE	98
ITEM 16H. MINE SAFETY DISCLOSURE	102
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	102
ITEM 16J. INSIDER TRADING POLICIES	102
ITEM 16K. CYBERSECURITY	102
ITEM 17. FINANCIAL STATEMENTS	103
ITEM 18. FINANCIAL STATEMENTS	103
ITEM 19. EXHIBITS	103
SIGNATURES	106

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an individual who is a citizen or resident of the United States;

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a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

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an estate whose income is subject to U.S. federal income tax regardless of its source; or

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a trust if (1) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust; or (2) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

*	The definitions used for resources and reserves are as defined in subpart 1300 of SEC Regulation S-K.

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Elevra’s limited operating history in the lithium industry;

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the inability of Elevra to develop certain properties;

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exploration or development properties not containing reserves or containing fewer reserves than projected;

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mineral reserve and resource estimates being imprecise;

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risks related to mining, exploration, mine construction and plant construction;

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fluctuations in lithium and lithium byproduct prices;

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fluctuations in currency exchange rates, particularly the U.S., Canadian and Australian dollars, and the possible variations between the currency of Elevra’s revenues and the currency of Elevra’s expenses;

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any inability of Elevra to enter into and deliver product under offtake and other sale agreements;

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any inability of Elevra to access the capital or financial markets;

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any inability of Elevra to successfully manage its growth;

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additional businesses, assets or joint ventures becoming unsuccessful;

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any inability of Elevra to realize all of the anticipated benefits of the Merger;

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mining activities becoming subject to royalty claims;

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mineral properties becoming subject to defects in title;

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dependence on a limited number of customers;

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requirements to obtain governmental licenses, permits, authorizations, concessions and other approvals in relevant jurisdictions, including Canada, Australia and the United States;

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environmental regulations and related litigation;

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changes to regulations related to health and safety;

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changes in technology or other developments that could adversely affect demand for lithium compounds;

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additional risks related to international activities; and

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natural disasters, public health crises, political crises, and other events outside of Elevra’s control.

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Elevra’s future performance is difficult to evaluate because Elevra has a limited operating history in the lithium industry.

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There is no guarantee that Elevra’s development of certain properties will result in the commercial extraction of mineral deposits.

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Elevra does not control its equity method investments.

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Some of Elevra’s current or future exploration or development properties may not contain any reserves.

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Elevra’s mineral reserve and resource estimates may be imprecise.

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Elevra faces risks related to mining, exploration, mine construction, and plant construction, if any, on its properties.

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Lithium and lithium byproduct prices are subject to unpredictable fluctuations.

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Foreign currency exchange rate fluctuations, particularly in relation to the U.S., Canadian and Australian dollars, could affect Elevra’s profitability, cashflows and the value of its assets and liabilities.

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Elevra’s long-term success will depend ultimately on Elevra’s ability to continue to generate revenue, achieve and maintain profitability, and develop positive cash flows from Elevra’s mining activities.

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Elevra’s long-term success depends on its ability to enter into and deliver product under offtake and other sale agreements.

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Elevra depends, in part, on its ability to successfully access the capital and financial markets. Any inability to access the capital or financial markets may adversely affect Elevra’s business.

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Elevra’s ability to manage growth will have an impact on its business, financial condition, and results of operations.

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Elevra may acquire or make investments in additional businesses or assets, form joint ventures, or make investments in other companies that may be unsuccessful.

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Elevra, as the combined company, may not realize all of the anticipated benefits of the Merger.

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Elevra is dependent upon key management employees.

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Elevra may fail to comply with Australian, U.S. and international anti-corruption, anti-bribery, anti-money laundering and international trade laws.

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Lawsuits may be filed against Elevra and an adverse ruling in any such lawsuit may adversely affect Elevra’s business.

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Elevra’s mining activities may be subject to royalty claims.

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Elevra’s mineral properties may be subject to defects in title.

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Elevra’s directors and officers may have conflicts of interest.

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Changes to Elevra’s financial and operations systems may result in significant expense and disruptions.

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Elevra is dependent on a limited number of customers.

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Natural disasters, public health crises, political crises, and other catastrophic events or other events outside of Elevra’s control may materially and adversely affect Elevra’s business or financial results.

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Unstable market, economic or geopolitical conditions may have serious adverse consequences on Elevra’s business.

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Elevra’s business is subject to cybersecurity risks.

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A change in tax laws in any country in which Elevra operates could result in higher tax expense.

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A loss of a major tax dispute could result in higher taxes on Elevra’s worldwide earnings.

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Tariffs, tariff announcements and other developments in international trade policies and regulations could adversely affect Elevra’s operations and outlook.

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Elevra will be required to obtain governmental licenses, permits, authorizations, concessions and other approvals in relevant jurisdictions, including Canada, Australia and the United States, in order to conduct development and mining operations.

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Compliance with environmental regulations and related litigation could require significant expenditures.

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Changes in technology or other developments could adversely affect demand for lithium compounds.

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Elevra’s growth depends upon the continued growth in demand for electric vehicles and energy storage systems (ESS) with lithium compounds.

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Climate change and changes in climate change regulations could have a material adverse impact on Elevra’s operations.

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Mining operations face substantial regulation of health and safety.

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Elevra operates in multiple international locations, which subjects it to additional inherent risks.

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Elevra’s operations and properties expose it to native title and political risks.

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Certain of Elevra’s mines and exploration properties are located on land that is or may become subject to traditional territory, title claims and/or claims of cultural significance, and such claims may affect Elevra’s current and future operations.

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Elevra’s operations and supply chain are exposed to human rights issues, including modern slavery.

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Elevra’s insurance may not fully cover all of its potential risk exposure.

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There may be less publicly available information concerning Elevra than there is for issuers that are not foreign private issuers.

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There may be additional complexities and practical challenges associated with enforcing civil liability provisions of the securities laws of the United States against Elevra’s officers and members of the Elevra Board.

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We may be unable to remediate a material weakness in our internal control over financial reporting or otherwise fail to develop and maintain effective internal control over financial reporting.

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The market prices and trading volume of Elevra ordinary shares and Elevra ADSs have been and may continue to be volatile.

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The Constitution and other Australian laws and regulations may affect Elevra’s ability to take certain actions.

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The market price of the Elevra ADSs may not fluctuate consistently, in terms of U.S. dollars, with the market price of Elevra ordinary shares, and exchange rate fluctuations may adversely affect the U.S. dollar value of Elevra ADSs and any dividends paid by Elevra.

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Elevra ADS Holders are not holders of Elevra ordinary shares and do not have shareholder rights.

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Under the terms of the deposit agreement, the depositary bank is entitled to charge Elevra ADS Holders fees for various services, including annual service fees.

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Elevra ADS Holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action.

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Elevra ordinary shares are subject to Australian insolvency laws which are substantially different from U.S. bankruptcy or insolvency laws.

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Elevra does not anticipate paying dividends in the foreseeable future.

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If securities or industry analysts do not publish research reports about Elevra’s business, or if they issue an adverse opinion about Elevra’s business, the market price and trading volume of Elevra ordinary shares or Elevra ADSs could decline.

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Sales or resales of Elevra ordinary shares or Elevra ADSs, or the perception that such sales may occur, may cause the market value of Elevra ordinary shares or Elevra ADSs to decline.

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declines in the market price of lithium;

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increased production or capital costs;

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reduction in the grade or tonnage of the deposit;

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decrease in throughput;

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increase in the dilution of the ore;

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future currency rates, inflation rates and applicable tax rates;

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reduced lithium recovery; and

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changes in environmental, permitting or other regulatory requirements.

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delays in new project development;

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net losses;

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reduced cash flow;

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reductions in reserve and resource values;

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write-downs of asset values; and

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mine closure.

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the discovery of unusual or unexpected geological formations;

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accidental fires, floods, earthquakes, severe weather, or other natural disasters;

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unplanned power outages and water shortages;

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construction delays and higher than expected capital costs due to, among other things, supply chain disruptions, higher transportation costs, and inflation;

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controlling water and other similar mining hazards;

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explosions and mechanical failure of equipment;

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operating labor disruptions and labor disputes;

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shortages in materials or equipment and energy and electrical power supply interruptions or rationing;

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seismic activity;

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the ability to obtain suitable or adequate machinery, equipment, or labor;

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Elevra’s liability for pollution or other hazards; and

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other unknown risks involved in the conduct of exploration and operation of mines.

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a significant, prolonged decrease in the market price of lithium;

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difficulty in marketing and/or selling lithium;

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significantly higher than expected capital costs to construct or expand Elevra’s mine or production facilities;

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significantly higher than expected extraction costs;

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significantly lower than expected lithium extraction;

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significant delays, reductions, or stoppages of lithium extraction activities;

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shortages of adequate and skilled labor or a significant increase in labor costs;

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the introduction of significantly more stringent regulatory laws and regulations; and

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delays in the availability of construction equipment.

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significant decrease in the prices of lithium products;

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significant decrease in the demand for lithium products;

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adverse economic conditions;

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adverse general capital market conditions;

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poor performance and health of the lithium or mining industries in general;

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bankruptcy or financial distress of unrelated lithium companies or marketers;

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the development of non-lithium battery technologies; or

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adverse regulatory actions that affect Elevra’s exploration and construction plans or the use of lithium generally.

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its ability to purchase, obtain leases on, or obtain options on properties;

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its ability to identify and acquire new exploratory prospects;

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its ability to develop existing prospects;

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its ability to continue to retain and attract skilled personnel;

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its ability to maintain or enter into new relationships with project partners and independent contractors;

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the results of its exploration programs;

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the market price for lithium products;

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its ability to successfully complete construction projects on schedule, and within budget;

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its access to capital; and

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its ability to enter into agreements for the sale of lithium products.

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government regulations and automakers’ responses to these regulations;

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tax and economic incentives;

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rates of consumer adoption, which is driven in part by perceptions about electric vehicle features (including range per charge), quality, safety, performance, cost, and charging infrastructure;

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competition, including from other types of alternative fuel vehicles, plug-in hybrid electric vehicles, and high fuel-economy internal combustion engine vehicles;

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volatility in the cost of battery materials, oil, and gasoline;

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rates of customer adoption of higher performance lithium compounds; and

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rates of development and adoption of next-generation, high-nickel battery technologies.

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a change in federal or provincial governments or change in government policies;

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the effects of local political, labor and economic developments and unrest;

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significant or abrupt changes in the applicable regulatory or legal climate;

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significant changes to regulations or laws or the interpretation or enforcement of them;

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exchange controls and export restrictions;

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expropriation or nationalization of assets with inadequate compensation;

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unfavorable currency fluctuations, particularly in the exchange rate between any of the U.S. dollar, the Australian dollar and the Canadian dollar;

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repatriation restrictions;

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invalidation and unavailability of governmental orders, permits or agreements;

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property ownership disputes;

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renegotiation or nullification of existing concessions, licenses, permits and contracts;

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criminal activity, corruption, demands for improper payments, expropriation, and uncertain legal enforcement and physical security;

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failure to maintain compliance with corruption, bribery and transparency statutes;

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disadvantages of competing against companies from countries that are not subject to Australian laws and regulations;

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fuel or other commodity shortages;

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illegal mining;

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laws or policies affecting trade, investment and taxation;

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opposition to Elevra’s presence, operations, properties or plans by governmental or non-governmental organizations or civic groups;

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civil disturbances, war and terrorist actions; and

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seizures of assets.

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commence proceedings in U.S. courts against Elevra’s current directors who are not residents of the United States or Elevra, including effecting service of process;

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enforce, in Australia, a U.S. court judgment obtained against Elevra’s current directors who are not residents of the United States or Elevra in any action, including actions under the civil liability provisions of U.S. securities laws;

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bring an original action in an Australian or other foreign court to establish any liability of Elevra’s current directors who are not residents of the United States or Elevra based solely upon U.S. securities laws, noting that Australia has developed a different body of securities laws as compared to the United States; or

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enforce, in the United States, judgments obtained against Elevra’s current directors who are not residents of the United States or Elevra in courts of jurisdictions outside the United States in any action, including actions under the civil liability provisions of U.S. securities laws.

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changes in market prices for lithium products;

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actual or expected fluctuations in Elevra’s prospects or operating results;

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exchange rate fluctuations, in particular between the U.S. dollar, the Australian dollar and the Canadian dollar;

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changes in the demand for, or market price of lithium or lithium-ion batteries;

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additions to or departures of Elevra’s Executive KMP;

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changes or proposed changes in laws and regulations;

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changes in trading volume of Elevra ordinary shares on the ASX or Elevra ADSs on the Nasdaq;

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sales or perceived potential sales of Elevra ordinary shares or Elevra ADSs by Elevra, Elevra’s directors, Elevra’s Executive KMP, or Elevra shareholders in the future;

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announcement or expectation of additional financing efforts;

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conditions in the financial markets or changes in general economic and political conditions and events, including repercussions from the conflict between Russia and Ukraine, the conflict in the Middle East and tensions between China and Taiwan;

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market conditions or investor sentiment in the broader stock market, or in Elevra’s industry in particular;

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actions by Elevra’s competitors;

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issuance of new or changed securities analysts’ reports or recommendations;

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litigation and governmental investigations;

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exercise of any options issued under the RCF option deed;

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change in commodity prices;

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changes in investor perception of Elevra’s market position based on third-party information; and

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exclusion of Elevra ordinary shares or Elevra ADSs from stock indices, including S&P/ASX 200.

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specify that general meetings of Elevra’s shareholders can be called only by the Elevra Board or otherwise by shareholders in accordance with the Australian Corporations Act;

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allow the directors to appoint a person either as an additional director or as a director to fill a casual vacancy (i.e., a vacancy that does not arise due to retirement of a director by rotation) until the next occurring annual general meeting of shareholders; and

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allow the business and affairs of Elevra to be managed by, or under the direction of, the directors.

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require that shareholder approvals be effected at a duly called general meeting (including the annual general meeting) and not by written consent;

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permit shareholders to requisition a general meeting only on request of shareholders with at least 5% of the votes that may be cast at the meeting; and

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require the approval of shareholders with at least 75% of the votes cast by members entitled to vote on the resolution to amend the provisions of the Constitution.

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Acquisition of Authier Lithium (2016): In 2016, Elevra acquired Authier Lithium. This hard rock lithium deposit, located near Val-d’Or, became the foothold of Elevra’s initial expansion into the North American lithium market.

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North American Lithium Acquisition and Joint Venture with Piedmont (2021): In August 2021, Sayona Québec, originally a joint venture between Elevra (75%) and Piedmont (25%), acquired North American Lithium. This acquisition included a brownfield open-pit mining operation with a concentrator, positioning Elevra as a significant player in North America’s lithium production.

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Acquisition of Moblan Lithium (2021): In October 2021, Elevra, in partnership with SOQUEM, Inc. (a subsidiary of Investissement Québec), acquired a 60% stake in Moblan Lithium in the Eeyou Istchee James Bay region of northern Québec.

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Restart of North American Lithium Operations (2023): By March 2023, Elevra successfully restarted production at North American Lithium.

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First Shipment of Spodumene Concentrate (2023): In August 2023, Elevra announced its first shipment of spodumene (lithium) concentrate from North American Lithium to the international market, marking the commencement of revenue generation within two years of acquiring North American Lithium.

		2026 $’000				2025 $’000				2024 $’000
Capital expenditures			21,028				12,765				69,204

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Optimize Existing Operations: Maximize returns and cash flow by optimizing our production sustainably;

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Develop Expanded Resource Base: Deliver potential of resource base through the development of upstream assets; and

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Integrate into the Supply Chain via Strategic Partnerships: Develop strategic partnerships to lock in demand, provide access to end markets, and fund the accelerated development of our portfolio to establish a vertically integrated supply chain.

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North American Lithium: North American Lithium is a leading North American open pit lithium mining operation located in the Abitibi-Temiscamingue region of Québec, Canada. The project is located approximately 59 km north of Val-d’Or – a major mining center with a skilled local workforce. North American Lithium has nameplate capacity of 200,000 dmt of spodumene concentrate per year. In the fiscal year ended June 30, 2026, North American Lithium produced 197,967 dmt of spodumene concentrate, down from 204,858 dmt in the prior year. As of the date of this annual report, Elevra is progressing development work for a brownfield expansion at North American Lithium. A pre-feasibility study has been completed that supports an increase of annual nominal SC5.4 production to 373,000 dmt of spodumene concentrate per annum on a post expansion basis. Elevra acquired North American Lithium in 2021 in a joint venture with Piedmont and successfully restarted production in March 2023. North American Lithium is 100% owned by Elevra.

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Moblan Lithium: Moblan Lithium is an exploration-stage project located in the Eeyou-Istchee James Bay region of Québec, Canada with a production target of 300,000 dmt of spodumene concentrate per year. Elevra owns 60% of Moblan Lithium, with the remaining 40% owned by Investissement Québec.

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Category I lands are reserved for the exclusive use of the Cree. They may be used for residential, community, commercial, industrial or other purposes. In addition, the Cree have an exclusive right to hunting, fishing and trapping;

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Category II lands are lands where the Cree have exclusive rights of hunting, fishing and trapping; and

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Category III lands represent all lands in the JBNQA territory not included in Category I and Category II lands. General access to Category III lands is in accordance with provincial legislation and regulations concerning public lands. Exclusive rights or privileges are not granted to the Cree regarding Category III lands, but the Cree are nevertheless granted non-exclusive rights to pursue certain harvesting activities (hunting, fishing and trapping) year-round.

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require notice to stakeholders of proposed and ongoing exploration, drilling, environmental studies, mining, or production activities;

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require the installation of pollution control equipment;

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restrict the types, quantities and concentrations of various substances that can be released into the environment in connection with exploration, drilling, mining, lithium hydroxide manufacturing, or other production activities;

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limit or prohibit drilling, mining, lithium manufacturing or other production activities on lands located within wetlands, areas inhabited by endangered species and other protected areas, or otherwise restrict or prohibit activities that could impact the environment, including water resources;

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impose substantial liabilities for pollution resulting from current or former operations on or for any preexisting environmental impacts from Elevra’s projects;

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require significant reclamation obligations in the future as a result of Elevra’s mining and chemical operations; and

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require preparation of an environmental assessment or an environmental impact statement.

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The National Environmental Policy Act (“NEPA”), which requires careful evaluation of the environmental impacts of mining and lithium manufacturing operations that require federal approvals;

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The Clean Air Act and its amendments, which govern air emissions;

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The Clean Water Act (“CWA”), which governs discharges to the waters of the U.S.;

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The Resource Conservation and Recovery Act (“RCRA”), which governs the management of solid waste;

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The Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), which imposes liability where hazardous substances have been released into the environment (commonly known as Superfund); and

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The Federal Mine Safety and Health Act, which established the primary safety and health standards regarding working conditions of employees engaged in mining, related operations, and preparation and milling of the minerals extracted, as well as the Occupational Safety and Health Act, which regulates the protection of the health and safety of workers in lithium manufacturing operations.

Subsidiaries of the Company	Jurisdiction	Ownership
Sayona East Kimberley Pty Ltd	Queensland, Australia	100%
Sayona International Pty Ltd	Queensland, Australia	100%
Sayona Lithium Pty Ltd	Queensland, Australia	100%
9474-9454 Québec Inc.	Québec, Canada	100%
Sayona Inc.	Québec, Canada	100%
Sayona North Inc.	Québec, Canada	100%
Sayona Québec Inc.	Québec, Canada	100%
North American Lithium Inc.	Québec, Canada	100% of common equity*
Piedmont Lithium Inc.	Delaware	100%
Piedmont Lithium Carolinas, Inc.	North Carolina	100%
Piedmont Lithium Cayman Inc.	Cayman Islands	100%
Lasec Exploration Canada Inc.	Québec, Canada	100%
Piedmont Lithium International Canada BC ULC	British Columbia, Canada	100%
Piedmont Lithium Newfoundland Holdings, LLC	Delaware	100%
Piedmont Lithium Pty Ltd	New South Wales, Australia	100%
Piedmont Lithium Quebec Holdings, LLC	Delaware	100%
Piedmont Lithium Ghana Holdings, LLC	Delaware	100%
PLNC Holdings, LLC	Delaware	100%
PLNC Land, LLC	Delaware	100%
PLTN Holdings, LLC	Delaware	100%
PLTN Land, LLC	Delaware	100%
PLTN Real Estate, LLC	Delaware	100%
Piedmont Lithium International US, LLC	Delaware	100%