Exhibit 4.12

NOTE SUBSCRIPTION AGREEMENT

LCSC HOLDINGS INC.

- and -

SAYONA INC.

- and -

ELEVRA LITHIUM LIMITED

July 29, 2026

TABLE OF CONTENTS

NOTE SUBSCRIPTION AGREEMENT

THIS NOTE SUBSCRIPTION AGREEMENT is made as of July 29, 2026 (this “Agreement”)

WHEREAS, pursuant to the terms and subject to the conditions of this Agreement, the Issuer proposes to issue and sell to the Investor, and the Investor proposes to subscribe for and purchase from the Issuer, convertible notes of the Issuer in an aggregate principal amount of up to C$145,000,000 (individually, a “Note”, and collectively, the “Notes”), at a subscription price equal to 100% of the aggregate principal amount thereof (the “Subscription Price”), with such Notes to be issued in two tranches consisting of: (i) an initial tranche in the principal amount of C$65,000,000, in the form attached hereto as Exhibit A (the “Upfront Tranche”); and (ii) a subsequent tranche in the principal amount of C$80,000,000, in the form attached hereto as Exhibit B (the “Conditional Tranche”);

WHEREAS the obligations of the Issuer under each of the Notes will be guaranteed by the Guarantor in accordance with a guarantee, in the form attached hereto as Exhibit C (individually, a “Guarantee”, and collectively, the “Guarantees”), and the Notes will, in accordance with their terms, be convertible into special shares in the capital of the Issuer (the “Special Shares”); and

WHEREAS, upon any election by the Investor to convert the Notes into Special Shares pursuant to the terms and subject to the conditions of the applicable Note Certificate (as defined below), such conversion election will automatically and without the need for any further act, formality or instrument, be deemed to constitute the exercise of the Put Right (as defined below) as set out in the applicable Put Right Agreement (as defined below) pursuant to which the Guarantor will be required to acquire all, but not less than all, of the Special Shares then held by the Investor in consideration for cash, ordinary fully paid shares of the Guarantor (“Elevra Shares”) or any combination thereof, at the election of the Issuer and the Guarantor, the whole pursuant to the terms and subject to the conditions of the applicable Put Right Agreement.

NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows:

ARTICLE 1
INTERPRETATION

Unless the context requires otherwise, when used in this Agreement the following terms shall have the meanings indicated below including in the recitals and any amendment hereto:

“ADR Rules” has the meaning attributed thereto in Section 8.1.1;

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, controls or is controlled by or is under common control with the referent Person, and with respect to the Investor only, includes CGF, CGFIM and any Person that controls or is controlled, directly or indirectly, by CGF or CGFIM, provided that CGFIM shall be included only for so long as it is the manager of the Investor;

“Agreement” means this note subscription agreement, including all exhibits, schedules and attachments hereto, and not any particular section or paragraph or other part thereof (unless indicated otherwise) and, as the context requires, terms such as “hereof”, “herein”, “hereby” and “hereunder” refer to this Agreement;

“Anti-Corruption Laws” means all Applicable Laws related to the prevention of bribery, corruption (governmental or commercial), kickbacks, or similar unlawful conduct including the Corruption of Foreign Public Officials Act (Canada), the U.S. Foreign Corrupt Practices Act of 1977, sections 121 (Frauds on the Government) and 426 (Secret Commissions) of the Criminal Code (Canada) and the U.K. Bribery Act 2010;

“Applicable Laws” means, with respect to any Person, property, transaction, event or other matter, all applicable laws, statutes, regulations, rules, by-laws, ordinances, protocols, codes, guidelines, policies, notices, directions, orders, decrees, judgments and awards of any Governmental Authority having jurisdiction over such Person, property, transaction, event or other matter, including, for greater certainty, all applicable federal, provincial, territorial, municipal and local laws;

“Arbitration Act” has the meaning attributed thereto in Section 8.1.1;

“Arbitrator” has the meaning attributed thereto in Section 8.1.1;

“Associate” means, with respect to any natural person: (A) a body corporate, if such natural person beneficially owns, directly or indirectly, voting securities carrying more than 50% of the voting rights attached to all voting securities of such body corporate; (B) a trust or estate for the benefit of such natural person or one or more of such natural person’s immediate family members; (C) a registered retirement savings plan of such natural person; or (D) an immediate family member of such natural person;

“ASX” means ASX Limited and, as the context requires, the market operated by it, or any successor entity thereto or any successor market or exchange on which the Elevra Shares are then listed, quoted or admitted to trading;

“Authorization” means with respect to any Person, any order, permit, approval, consent, waiver, licence or similar authorization of any Governmental Authority having jurisdiction over the Person;

“Business Day” means any weekday on which the chartered banks are open for business in Brisbane, Australia, and Montréal, Canada;

“CASL” means, collectively, An Act to Promote the Efficiency and Adaptability of the Canadian Economy by Regulating Certain Activities that Discourage Reliance on Electronic Means of Carrying out Commercial Activities, and to Amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (Canada), the Electronic Commerce Protection Regulations (CRTC), the Electronic Commerce Protection Regulations (Industry Canada), the practice guidelines, bulletins and enforcement advisories issued by the Canadian Radio-television and Telecommunications Commission (CRTC) and all similar Applicable Laws in any jurisdiction applicable to the NAL Entities;

“CGF” means Canada Growth Fund Inc., a Canadian Crown corporation incorporated under the CBCA;

“CGFIM” means Canada Growth Fund Investment Management Inc.;

“Claim” means any claim, demand, lawsuit, audit, hearing, investigation, arbitration, or other litigation or proceeding (whether civil, criminal, penal, administrative, tax or investigative), including, for greater certainty, any proceeding or investigation by or before a Governmental Authority;

“Closing” means, in respect of each of the Upfront Tranche and the Conditional Tranche, the completion on the applicable Closing Date of the issuance by the Issuer and the purchase by the Investor of the Notes;

“Closing Date” means the Upfront Tranche Closing Date or the Conditional Tranche Closing Date, as applicable;

“Closing Time” means 8:00 a.m. (Montréal time) on the applicable Closing Date, or such other time as mutually agreed between the Parties;

“Collective Agreements” means all collective bargaining agreements or union agreements applicable to the Issuer and/or NAL and all related documents, including letters or memoranda of understanding, letters of intent and other written communications with any bargaining agent or affiliated bargaining agent, trade union, association that qualifies as a trade union, or council of trade unions which could cover any Employee which impose any obligations upon the Issuer and/or NAL;

“Common Shares” means the common shares of the Issuer;

“Conditional Tranche” has the meaning attributed thereto in the preamble;

“Conditional Tranche Closing Date” means, in respect of the Conditional Tranche of Notes, the date that is ten (10) Business Days after each of the Investor, on the one hand, and the Obligors, on the other hand, has confirmed in writing to the other that all applicable conditions to Closing set forth in Sections 5.4.2 and 5.5.2 (excluding conditions that, by their terms cannot be satisfied until the Closing) have been satisfied or waived by the Party entitled to waive such condition, or on such other date as may be agreed upon in writing among the Parties;

“control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “controlling” and “controlled” have corresponding meanings;

“Disclosure Letter” means the disclosure letter delivered by the Obligors to the Investor concurrently with the execution and delivery of this Agreement;

“Disinterested Shareholder Approvals” means, in respect of the Upfront Tranche and the Conditional Tranche respectively, the approval of the shareholders of the Guarantor by the appropriate majority, for the purposes of ASX Listing Rule 7.1 and for all other purposes, to issue the applicable Note to the Investor (and to issue the Elevra Shares to the Investor following exercise of the conversion rights in respect of such Note);

“Elevra Shares” has the meaning attributed thereto in the preamble;

“Employee Plans” means all material health, welfare, supplemental unemployment benefit, bonus, profit sharing, option, stock appreciation or other equity or phantom equity arrangements, savings, insurance, incentive, incentive compensation, deferred compensation, change in control, retention or severance arrangements, share purchase, share compensation, disability, pension or supplemental retirement plans, fringe benefit plans and other material employee or director compensation or benefit plans, policies, trusts, funds, agreements or arrangements for the benefit of directors of any of the NAL Entities, current Employees or individuals who provide services (either personally or through an entity) to the NAL Entities and who are not an Employees, which are maintained by the NAL Entities or in respect of which any of the NAL Entities has any liability, in each case in Canada;

“Employees” means the officers and employees of the NAL Entities, including all employees on an approved leave;

“Environmental Laws” means all Applicable Laws and agreements with Governmental Authorities and all other statutory requirements relating to public health and safety, noise control, pollution, reclamation or the protection of the environment or to the generation, production, installation, use, storage, treatment, transportation, Release or threatened Release of Hazardous Substances, including civil responsibility for acts or omissions with respect to the environment, and all Authorizations issued pursuant to such Applicable Laws, agreements or other statutory requirements;

“Environmental Permits” includes all Authorizations issued, granted, given or made available under the authority of or otherwise required from any Governmental Authority under any Environmental Laws;

“Event of Default” has the meaning attributed thereto in the Note Certificate relating to the Upfront Tranche;

“Governmental Authority” means any domestic or foreign legislative, executive, judicial or administrative body or Person having or purporting to have jurisdiction in the relevant circumstances;

“Guarantee” and “Guarantees” have the meanings attributed thereto in the preamble;

“Guarantor” means Elevra Lithium Limited (ACN 091 951 978), a public limited company organized and existing under the laws of Queensland, Australia;

“Guarantor Filings” means all documents publicly filed by or on behalf of the Guarantor on the ASX Announcements Platform since July 1, 2024;

“Hazardous Substances” means any element, waste or other substance, whether natural or artificial and whether consisting of gas, liquid, solid or vapour that is prohibited, listed, defined, judicially interpreted, designated or classified as dangerous, hazardous, radioactive, explosive or toxic or a pollutant or a contaminant under or pursuant to, or that could give rise to liability under, any applicable Environmental Laws, and specifically including petroleum and all derivatives thereof or synthetic substitutes therefor, naturally occurring radioactive material, poly- and perfluoroalkyl substances, and asbestos or asbestos-containing materials or any substance which is designated or deemed under Environmental Laws to be deleterious to natural resources or worker or public health and safety or as having a significant adverse effect upon the environment or human life or health;

“IFRS” means the International Financial Reporting Standards as applied by the International Accounting Standards Board and as adopted by the Australian Accounting Standards Board (AASB), at the relevant time, applied on a consistent basis;

“Indigenous” means the Indian, Inuit and Métis persons or peoples of Canada; a band as defined pursuant to the Indian Act (Canada), any government or council including customary government or council established for the benefit of Indian, Inuit and Métis peoples of Canada, and any corporation, trust, partnership or other unincorporated organization belonging to or established for the benefit of the Indian, Inuit or Métis peoples of Canada or in which one or more Indian, Inuit or Métis persons hold an interest;

“Intellectual Property” has the meaning attributed thereto in paragraph 20 of Exhibit F;

“Issuer” means Sayona Inc., a corporation constituted under the laws of the Province of Québec, Canada, and its legal successors and permitted assigns;

“Issuer Articles of Amendment” means the articles of amendment of the Issuer amending the share capital of the Issuer to create the Special Shares, with Schedule A thereto attached hereto as Exhibit E;

“IT Systems and Data” has the meaning attributed thereto in paragraph 31 of Exhibit F;

“Losses” means all losses, liabilities, damages, claims, actions, judgments, settlements, awards, costs and expenses, including reasonable legal fees and disbursements;

“Material Adverse Effect” means any material adverse effect on the financial condition, business or capital of the NAL Entities (taken together) that is not capable of being remedied (or that was capable of being remedied within a reasonable time or, if applicable, the applicable cure period, but was not so remedied), or the ability of the Issuer and the Guarantor (taken together) to perform, observe or fulfil any of their payment or other material obligations under the Transaction Documents;

“Material Contracts” has the meaning attributed thereto in paragraph Error! Reference source not found. of Exhibit F;

“Mining Rights” has the meaning attributed thereto in paragraph 16 of Exhibit F;

“NAL” means North American Lithium Inc., a corporation constituted under the laws of the Province of Québec, Canada;

“NAL Data” means any and all information and data, including any Personal Information, collected, processed or otherwise controlled or held by, or in the possession of the NAL Entities regarding their respective current, former or prospective customers, suppliers, Employees, consultants, agents, independent contractors, temporary workers or any other Person;

“NAL Entities” means the Guarantor, the Issuer, Sayona Québec and NAL, collectively;

“NAL Mine” means the North American Lithium mine located in La Corne township, Québec, approximately 60 km north of Val-d’Or, Québec, and directly owned by NAL;

“NI 45-106” means National Instrument 45-106 – Prospectus Exemptions;

“Note” and “Notes” have the meanings attributed thereto in the preamble;

“Note Certificate” means, in respect of the Upfront Tranche, a certificate in the form set out in Exhibit A, and in respect of the Conditional Tranche, a certificate in the form set out in Exhibit B;

“Outside Date” means, in respect of the Upfront Tranche, August 30, 2026 and, in respect of the Conditional Tranche, June 30, 2028;

“Parties” means, collectively, the Issuer, the Guarantor and the Investor;

“Person” means an individual, partnership, corporation, company, incorporated association, trust, incorporated syndicate, unincorporated syndicate, executor, administrator, unincorporated association, joint venture, governmental agency or other entity;

“Personal Information” means any information that is subject to any Privacy Laws or capable of being associated with an individual, including information that is about, identifies, or could be combined with other information to identify an individual, including name, physical address, telephone number, email address, financial account number, government-issued identifier (including social insurance number and driver’s license number), medical, health or insurance information, gender, date of birth, educational or employment information, any religious or political view or affiliation, marital or other status, photograph, face geometry or biometric information, and any other data used or intended to be used to identify, contact or precisely locate an individual. “Personal Information” includes information in any form, including paper, electronic and other forms;

“Privacy Laws” means any Applicable Laws that govern the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security, disposal, destruction, disclosure or transfer of Personal Information and any such Applicable Laws governing data breach notification, in any jurisdiction applicable to the NAL Entities;

“Privacy Policy” means any external or internal policy (including any website and application policy) relating to the processing of Personal Information (including the collection, use, disclosure, sale, lease or transfer (including cross-border transfer) of Personal Information) by the NAL Entities, including any policy relating to the privacy of Personal Information of any current, former or prospective customers, suppliers, Employees, consultants, agents, independent contractors, temporary workers or any user of any website or service operated by or on behalf of the NAL Entities;

“Put Right” has the meaning attributed thereto in the Put Right Agreement;

“Put Right Agreement” means a put right agreement among the Investor, the Issuer and the Guarantor, in the form attached hereto as Exhibit D, to be entered into at each Closing, in respect of the Note to be issued pursuant to the Upfront Tranche or the Note to be issued pursuant to the Conditional Tranche, as applicable;

“Release” has the meaning prescribed in any Environmental Laws and includes any sudden, intermittent or gradual release, spill, leak, pumping, addition, pouring, emission, emptying, discharge, migration, injection, escape, leaching, disposal, dumping, deposit, spraying, burial, abandonment, incineration, seepage, placement or introduction of a Hazardous Substance, whether accidental or intentional, into the environment;

“Sayona Québec” means Sayona Québec Inc.;

“Securities Legislation” means all federal, provincial and territorial securities laws, rules and regulations and published policy statements and instruments of the securities commissions or other securities regulatory authorities in Canada or in Australia, including those that are now in effect and those that may be promulgated or amended from time to time;

“Subscription” has the meaning attributed thereto in Section 2.1;

“Subscription Price” has the meaning attributed thereto in the preamble;

“subsidiary” means, at any time in respect of a Person, any corporation or other entity controlled at such time directly or indirectly by such Person, and includes for the avoidance of doubt successive subsidiaries of such subsidiary and “subsidiaries” means all of such Persons collectively;

“Tax Returns” means any and all returns, reports, declarations, claims for refunds, elections, notices, forms, designations, filings, and statements (including estimated tax returns and reports, withholding tax returns and reports, and information returns and reports) filed or required to be filed in respect of Taxes including any amendments thereof;

“Taxes” means (i) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Authority, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property, health, employee health, payroll, workers’ compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, unclaimed property, import or export, and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions; (ii) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Authority on or in respect of amounts of the type described in clause (i) above or this clause (ii); (iii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (iv) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party;

“Trade Control Laws” has the meaning attributed thereto in paragraph 30 of Exhibit F;

“Transaction Documents” means, collectively, this Agreement, the Notes (represented by the Note Certificates), the Guarantees, the Put Right Agreements and the Issuer Articles of Amendment;

“Upfront Tranche” has the meaning attributed thereto in the preamble; and

“Upfront Tranche Closing Date” means, in respect of the Upfront Tranche of Notes, the date that is ten (10) Business Days after each of the Investor, on the one hand, and the Obligors, on the other hand, has confirmed in writing to the other that all conditions to Closing set forth in Sections 5.4.1 and 5.5.1 (excluding conditions that, by their terms cannot be satisfied until the Closing) have been satisfied or waived by the Party entitled to waive such condition, or on such other date as may be agreed upon in writing among the Parties.

Except as may be otherwise specifically provided in this Agreement and unless the context otherwise requires, in this Agreement:

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

This Agreement, together with the Disclosure Letter and the other Transaction Documents, constitute the entire agreement between the Parties pertaining to the subject matter of this Agreement and such other Transaction Documents, and supersede all prior agreements, understandings, negotiations and discussions, whether written or oral, including the binding term sheet dated May 11, 2026 among the Parties. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter of this Agreement and the Transaction Documents except as expressly set out in this Agreement, the Disclosure Letter and the other Transaction Documents.

Time is of the essence of this Agreement.

This Agreement shall be interpreted and enforced in accordance with, and the respective rights and obligations of the Parties shall be governed by, the laws of the Province of Ontario and the federal laws of Canada applicable in that province.

References in this Agreement to the “knowledge” of the Obligors relating to a particular matter means the actual knowledge of the President of the Issuer, the Managing Director and Chief Executive Officer of the Guarantor, the Chief Financial Officer of the Guarantor, the President, Canada and Group Chief Operating Officer of the Guarantor and the Chief People Officer of the Guarantor, namely Lucas Dow, Christian Cortes, Sylvain Collard and Sandra Tremblay as of the date of this Agreement, after making diligent inquiry of the appropriate officers and senior employees of the Obligors who can reasonably be expected to have actual knowledge of such matter.

All references in this Agreement to a “Schedule” means the schedules forming part of the Disclosure Letter, which are incorporated in and form part of this Agreement. Any exceptions or qualifications set forth in a Schedule or the Disclosure Letter relating to a particular representation or warranty in this Agreement shall be deemed to qualify any other representations and warranties contained in this Agreement if it is readily apparent on the face of the information disclosed therein to the Person to which such disclosure is being made that such disclosure applies to such other Schedule.

The following Exhibits are attached to and form part of this Agreement:

ARTICLE 2
SUBSCRIPTION

Subject to the terms and conditions of this Agreement, and in reliance upon and in consideration of the covenants, representations, warranties and undertakings of the Parties contained herein, including, for greater certainty, the entry into of the applicable Put Right Agreement and the applicable Guarantee, the Investor hereby agrees to subscribe for and purchase from the Issuer, and the Issuer hereby agrees to issue and sell to the Investor, (i) on the Upfront Tranche Closing Date, the Note to be issued pursuant to the Upfront Tranche, and (ii) on the Conditional Tranche Closing Date, the Note to be issued pursuant to the Conditional Tranche, in each case at the applicable Subscription Price and in accordance with this Agreement (collectively, the “Subscription”).

The Issuer acknowledges and agrees that the net proceeds to be received by the Issuer from the Subscription shall be used by the Issuer to fund the expansion project of the NAL Mine and to provide additional liquidity to ensure capital management adequacy, and for no other purpose without the prior written consent of the Investor.

ARTICLE 3

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OBLIGORS

ARTICLE 4

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR

ARTICLE 5
CLOSING

At each Closing, the Obligors shall have delivered to the Investor, each of the following:

At each Closing, the Investor shall have delivered to the Obligors, each of the following:

The Closing of the Upfront Tranche is subject to the following terms and conditions for the exclusive benefit of the Investor, to be performed or fulfilled by the Obligors at or prior to the Closing Time on the Upfront Tranche Closing Date:

The Closing of the Conditional Tranche is subject to the following terms and conditions for the exclusive benefit of the Investor, to be performed or fulfilled by the Obligors at or prior to the Closing Time on the Conditional Tranche Closing Date:

The Closing of the Upfront Tranche is subject to the following terms and conditions for the exclusive benefit of the Obligors, to be performed or fulfilled by the Investor at or prior to the Closing Time on the Upfront Tranche Closing Date:

The Closing of the Conditional Tranche is subject to the following terms and conditions for the exclusive benefit of the Obligors, to be performed or fulfilled by the Investor at or prior to the Closing Time on the Conditional Tranche Closing Date:

This Agreement may be terminated at any time prior to the Closing Date:

If this Agreement is terminated in accordance with this Section 5.6, then the Parties shall not have any further liability to perform their obligations hereunder, save to the extent that any such obligations are expressly stated to survive any such termination, and save in respect of the obligations contained in Sections 6.1, 7.1, 9.2, 9.4, 9.5, 9.6 and 9.8, which shall survive any termination of this Agreement, or in any other provisions which by their nature ought to survive any termination of this Agreement. For the avoidance of doubt, no Party hereto shall be relieved of any liability for any breach of a covenant under this Agreement occurring prior to (or, with respect to provisions that survive the termination of this Agreement, following) the termination of this Agreement.

ARTICLE 6
INDEMNIFICATION; SURVIVAL

ARTICLE 7
NOTICES

Any notice or other communication given regarding the matters contemplated by this Agreement or under any Transaction Document must be in writing, sent by personal delivery, courier or email and addressed:

LCSC Holdings Inc. 

c/o Canada Growth Fund Investment Management Inc.

1250 René Lévesque Blvd. West, Suite 1400

Montréal, Québec H3B 5E9

with a copy (which shall not constitute notice) to:

Davies Ward Phillips & Vineberg LLP 

1501 McGill College Avenue, 27^th Floor

Montréal, Québec H3A 3N9

Sayona Inc. 

1100 René Lévesque Blvd. West, Suite 1230

Montréal, Québec H3B 4N4

with a copy (which shall not constitute notice) to:

McCarthy Tétrault LLP 

1000 De La Gauchetière Street West, Suite MZ400

Montréal Québec H3B 0A2

Elevra Lithium Limited 

Level 3, 10 Eagle Street, Brisbane, Queensland 4000

with a copy (which shall not constitute notice) to:

Ashurst Perkins Coie Australia 

123 St Georges Terrace, Perth, WA 6000, Australia

Any notice or other communication made or given by delivery (by personal delivery, courier or otherwise) shall be deemed to have been validly and effectively made or given when in fact delivered to the address of the intended recipient. Any notice or other communication made or given by email shall be deemed to have been validly and effectively made and given when sent (or, if sent on a day that is not a Business Day or on a Business Day after 5:00 p.m. at the place of receipt, then on the next following Business Day).

Any Party may at any time change its address for service from time to time by giving notice to the other Parties in accordance with this Section 7.1.

ARTICLE 8
ARBITRATION

ARTICLE 9
GENERAL MATTERS

A Party shall not issue any press release or make any other public statement or disclosure with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other Parties; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing in accordance with Applicable Laws, including Securities Legislation, and if such disclosure or filing is required and the other Parties have not reviewed or commented on the disclosure or filing, the Party shall use its reasonable best efforts to give the other Parties prior oral or written notice and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure required by Applicable Laws, including Securities Legislation, shall give reasonable consideration to any comments made by the other Parties or their legal counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing.

Each Party shall, from time to time and upon the reasonable request of any other Party, promptly execute and deliver all such documents and take, or cause to be taken, all such further actions as may be reasonably necessary or advisable to give full effect to the provisions of this Agreement and any other agreement or document executed in connection herewith, and to perfect, evidence, complete or implement the transactions and obligations contemplated hereby or thereby.

No amendment or waiver of any provision of this Agreement shall be binding on either Party unless consented to in writing by such Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.

This Agreement will inure to the benefit of and be binding upon the respective successors (including successors by reason of amalgamation) and permitted assigns of the Parties.

The Parties intend that this Agreement will not benefit or create any right or cause of action in favour of, any Person, other than the Parties. No Person, other than the Parties and the other indemnified parties set forth in Section 6.1 (each of which shall be an intended third party beneficiary to this Agreement, and the Investor and the Issuer, in the case of such other indemnified parties, shall be entitled to enforce the indemnification in Section 6.1. on behalf of such other indemnified parties), is entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.

Subject to Section 6.2.2 and except as otherwise provided herein, any and all remedies herein expressly conferred upon a Party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Applicable Laws or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. The Parties hereto hereby agree that irreparable damage would occur in the event that any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that money damages or other legal remedies may not be an adequate remedy for any such damages. Accordingly, the Parties hereto acknowledge and hereby agree that any breach of any provisions of this Agreement, without prejudice to any other recourse or remedy provided by this Agreement or by Applicable Laws, may give rise to a recourse for injunctive relief or to any other recourse intended to stop the breach and to specifically enforce the terms and provisions of this Agreement and to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other under this Agreement.

Subject to the Closing of the Upfront Tranche, the Issuer shall be liable for any and all reasonable and documented out-of-pocket fees and expenses of the Investor, including legal fees of the Investor’s counsel, incurred in connection with the preparation and execution of the Transaction Documents and all documents ancillary thereto, which shall not exceed $750,000, exclusive of applicable taxes. The Issuer shall pay such fees and expenses to the Investor within 30 Business Days following receipt of reasonable supporting documentation from the Investor.

This Agreement may be signed in counterparts, which may be delivered by electronic PDF format, and each such counterpart shall constitute an original document and such counterparts, taken together, shall constitute one and the same instrument.

(The remainder of this page is intentionally left blank; signature page follows.)

IN WITNESS WHEREOF the Parties have executed this Agreement on the date first written above.

Signature Page – Note Subscription Agreement

EXHIBIT A 

FORM OF UPFRONT TRANCHE NOTE CERTIFICATE

(see attached)

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND HAS BEEN ISSUED IN RELIANCE ON AN EXEMPTION FROM THE SECURITIES ACT. THIS SECURITY HAS BEEN ACQUIRED BY THE HOLDER HEREOF FOR ITS OWN BENEFICIAL ACCOUNT (AND NOT AS A NOMINEE OR AGENT OR OTHERWISE FOR ANY OTHER PERSON), FOR INVESTMENT PURPOSES, AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, THE SALE OR DISTRIBUTION OF THIS SECURITY. NO SALE OR DISTRIBUTION OF THIS SECURITY MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE ISSUER THEREOF THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.

SAYONA INC.

CONVERTIBLE NOTE

FOR VALUE RECEIVED, Sayona Inc., a corporation incorporated under the Business Corporations Act (Québec) (the “Issuer”), promises to pay to LCSC Holdings Inc. (the “Investor”), in lawful money of Canada, the principal sum of $65,000,000 (such principal sum, as from time to time remains outstanding, is referred to herein as the “Principal Amount”), together with interest on the Principal Amount as set forth in this Note, on the date and in the manner as set forth in this Note, if not earlier repaid, redeemed or converted, all as provided for in this Note.

This Note is issued as part of a series of convertible notes proposed to be issued to the Investor pursuant to the terms and subject to the conditions set forth in the Note Subscription Agreement (as defined below) (collectively, the “Notes”) for an aggregate principal amount of $145,000,000.

The Notes shall rank equally with each other and with all the Issuer’s other existing and future unsecured and unsubordinated obligations, save for such obligations that may be preferred by provisions of Applicable Laws (as defined below) that are mandatory and of general application.

The foregoing together with the following is a statement of the rights of the Investor and the conditions to which this Note is subject, and to which the Investor, by the acceptance of this Note, agrees.

TABLE OF CONTENTS

ARTICLE 1
INTERPRETATION

Unless otherwise specified, all capitalized terms used herein will have the following meanings and grammatical variations of such terms will have the corresponding meanings:

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, controls or is controlled by or is under common control with the referent Person, and with respect to the Investor only, includes CGF, CGFIM and any Person that controls or is controlled, directly or indirectly, by CGF or CGFIM, provided that CGFIM shall be included only for so long as it is the manager of the Investor.

“Applicable Laws” means, with respect to any Person, property, transaction, event or other matter, all applicable laws, statutes, regulations, rules, by-laws, ordinances, protocols, codes, guidelines, policies, notices, directions, orders, decrees, judgments and awards of any Governmental Authority having jurisdiction over such Person, property, transaction, event or other matter, including, for greater certainty, all applicable federal, provincial, territorial, state, municipal and local laws and all applicable securities, environmental, tax, labour and privacy laws and regulations. For greater certainty, reference to Applicable Laws in this Note shall be read to include applicable Securities Legislation.

“Associates” has the meaning assigned to such term in Section 2.5(b)(3).

“ASX” means ASX Limited and, as the context requires, the market operated by it, or any successor entity thereto or any successor market or exchange on which the Elevra Shares are then listed, quoted or admitted to trading.

“ASX Listing Rules” means the official listing rules of ASX.

“Australian Dollar Equivalent” means, in respect of an amount denominated in Canadian dollars, the amount in Australian dollars determined by multiplying such amount by the Prevailing CAD/AUD Rate on the Business Day immediately preceding the date on which the Conversion Notice is delivered to the Issuer.

“Business Day” means any weekday on which the chartered banks are open for business in Brisbane, Australia, and Montréal, Canada.

“CBCA” means the Canada Business Corporations Act.

“Change of Control” means a transaction or series of transactions where:

“CGF” means Canada Growth Fund Inc., a Canadian Crown corporation incorporated under the CBCA.

“CGFIM” means Canada Growth Fund Investment Management Inc.

“Closing Price” means, in respect of an Elevra Share on any Trading Day, the closing price on ASX on such Trading Day published by or derived from the Bloomberg “ELV AU Equity HP” page (setting Last Price and using values not adjusted for any event occurring after such Trading Day; and for the avoidance of doubt, all values will be determined with all adjustment settings on the DPDF Page switched off) (or its successor page) for such Elevra Share.

“control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “controlling” and “controlled” have corresponding meanings.

“Conversion Date” has the meaning assigned to such term in Section 4.2(a).

“Conversion Notice” has the meaning assigned to such term in Section 4.2(a).

“Conversion Price” has the meaning assigned to such term in Section 4.1(b).

“Conversion Right” has the meaning assigned to such term in Section 4.1(a).

“Conversion Value” has the meaning assigned to such term in Section 4.2(d).

“Conversion Value Calculation” refers to the equation to determine the number of Special Shares to be issued following the delivery of a Conversion Notice in accordance with this Note, which is as follows:

number of Special Shares to be issued = the Conversion Value divided by the Conversion Price.

“Corporate Reorganization” means any transaction whereby all or substantially all of the Issuer’s undertaking, property and assets would become the property of any other Person whether by way of arrangement, reorganization, consolidation, amalgamation, merger, continuance under any other jurisdiction of incorporation or otherwise.

“Corporations Act” means the Corporations Act 2001 (Cth).

“CORRA” means the Canadian Overnight Repo Rate Average (or any successor rate) administered and published by the Bank of Canada (or any successor administrator); provided that, for the purposes of this Note, CORRA shall be deemed to be not less than zero.

“Elevra” means Elevra Lithium Limited (ACN 091 951 978), a corporation incorporated under the laws of Australia.

“Elevra Shares” means ordinary fully paid shares of Elevra listed on ASX; provided, however, that any such shares issued hereunder (including any Elevra Shares to be issued upon exercise of the Put Right) shall bear the legend set forth on the face of this Note.

“Encumbrance” means any right to any property, or the income or benefits flowing therefrom, which secures an obligation due to a Person or a claim of such Person, whether such interest is based on the common law, civil law, statute or contract, and includes any security interest, hypothec, pledge, mortgage, privilege, prior claim, lien, charge, assignment, transfer, cession, encumbrance, capital lease, synthetic lease, instalment sale, conditional sale or trust receipt or a consignment or bailment for security purposes. The term “Encumbrance” shall include reservations, exceptions, encroachments, easements, servitudes, rights-of-way, covenants, conditions, restrictions and other title exceptions and encumbrances (including, with respect to equity securities agreements having the effect of restricting the ability, in any material respect, of a person to fulfill its obligations hereunder, voting trust agreements and all similar arrangements) affecting property. Solely for the purposes of determining whether an Encumbrance exists for the purposes of this Note, a Person shall be deemed to be the owner of any property which it has acquired or holds subject to a conditional sale agreement, capital lease or other arrangement pursuant to which title to the property has been retained by or vested in some other Person for security purposes and such retention or vesting shall constitute an Encumbrance.

“Event of Default” has the meaning assigned to such term in Section 5.1.

“Governmental Authority” means any domestic or foreign legislative, executive, judicial or administrative body or Person having or purporting to have jurisdiction in the relevant circumstances.

“Guarantee” means the guarantee entered into as of the date hereof between Elevra, the Issuer and the Investor.

“IFRS” means the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), as in effect from time to time.

“Indebtedness” means, with respect to any Person, without duplication:

but excludes:

“Interest Payment Date” has the meaning assigned to such term in Section 2.2(a).

“Investor” means LCSC Holdings Inc., a corporation incorporated under the CBCA and a wholly-owned subsidiary of CGF, and its legal successors and permitted assigns.

“Investor Party” means each of the Investor or any Affiliate of the Investor that is a holder of this Note, and collectively, the “Investor Parties”.

“Issue Date” means the date on which this Note is issued by the Issuer to the Investor in accordance with the Note Subscription Agreement.

“Issuer” means Sayona Inc., a corporation incorporated under the QBCA, and its legal successors and permitted assigns.

“Issuer Articles of Amendment” means the articles of amendment of the Issuer amending, inter alia, the share capital of the Issuer to create the Special Shares.

“Mandatory Redemption Date” has the meaning assigned to such term in Section 2.5(a).

“Mandatory Redemption Event” means:

“Mandatory Redemption Event Notice” has the meaning assigned to such term in Section 2.5(a).

“Mandatory Redemption Event Election Notice” has the meaning assigned to such term in Section 2.5(a).

“Material Adverse Effect” means any material adverse effect on the financial condition, business or capital of the Issuer, any of its subsidiaries and Elevra (taken together) that is not capable of being remedied (or that was capable of being remedied within a reasonable time or, if applicable, the applicable cure period, but was not so remedied), or the ability of the Issuer and Elevra (taken together) to perform, observe or fulfil any of their payment or other material obligations under the Transaction Documents.

“Maturity Date” has the meaning assigned to such term in Section 2.3(a).

“NAL” means North American Lithium Inc., a corporation incorporated under the QBCA.

“NAL Mine” means the North American Lithium mine located in La Corne township, Québec, approximately 60 km north of Val-d’Or, Québec, and directly owned by NAL.

“Note” means this Convertible Note.

“Note Subscription Agreement” means the note subscription agreement dated as of {{SigningDate}} between the Investor, the Issuer and Elevra.

“Parties” means, collectively, the Issuer and the Investor, and each individually a “Party”.

“Person” means an individual, partnership, corporation, company, incorporated association, trust, incorporated syndicate, unincorporated syndicate, executor, administrator, unincorporated association, joint venture, governmental agency or other entity.

“Prevailing CAD/AUD Rate” means, in respect of a particular date, the spot rate of exchange between Canadian dollars and Australian dollars prevailing as at or about 12:00 p.m. (Sydney time) on that date as published or derived from the relevant Bloomberg “BFIX” page (or its successor page).

“Principal Amount” has the meaning set out in the preamble.

“Put Right” means the irrevocable and exclusive right and option granted by Elevra in favour of the Investor pursuant to the Put Right Agreement, to require Elevra to acquire from the Investor all, but not less than all, of the Special Shares issued to the Investor upon conversion of this Note, in consideration for cash, Elevra Shares, or any combination thereof, at the election of the Issuer and Elevra, in each case in accordance with the terms and conditions of the Put Right Agreement.

“Put Right Agreement” means the put right agreement dated as of the date hereof between the Investor, the Issuer and Elevra.

“QBCA” means the Business Corporations Act (Québec).

“Redemption Date” has the meaning assigned to such term in Section 2.4(a).

“Redemption Notice” has the meaning assigned to such term in Section 2.4(a).

“Redemption Price” means the Principal Amount, plus all accrued and unpaid interest thereon to, and including, the Redemption Date or the Mandatory Redemption Date in accordance with Section 2.4 or Section 2.5, respectively.

“Relevant Interest” has the meaning assigned to such term in the Corporations Act.

“Scheme” has the meaning assigned to such term in Section 2.5(b)(1).

“Securities Legislation” means all federal, provincial and territorial securities laws, rules and regulations and published policy statements and instruments of the securities commissions or other securities regulatory authorities in Canada or in Australia, including those that are now in effect and those that may be promulgated or amended from time to time.

“Special Shares” means the special shares in the capital of the Issuer; provided, however, that any such shares issued hereunder shall bear the legend set forth on the face of this Note.

“subsidiary” means, at any time in respect of a Person, any corporation or other entity controlled at such time directly or indirectly by such Person, and includes for the avoidance of doubt successive subsidiaries of such subsidiary and “subsidiaries” means all of such Persons collectively.

“Takeover Bid” has the meaning assigned to such term in Section 2.5(b)(1).

“Tax Act” means the Income Tax Act (Canada).

“Total Contributed Equity” means, with respect to Elevra and its subsidiaries on a consolidated basis, and determined in accordance with IFRS, the aggregate of their paid-up share capital, share premium account, and any other reserves (including, for the avoidance of doubt, any subordinated shareholder loans which are treated as equity in accordance with IFRS).

“Total Interest Bearing Debt” means, with respect to Elevra and its subsidiaries on a consolidated basis and determined in accordance with IFRS, the aggregate outstanding principal amount of all Indebtedness that bears interest (whether at a fixed or floating rate).

“Trading Day” has the meaning given to that term in the ASX Listing Rules.

“Transaction Documents” means, collectively, this Note, the Guarantee, the Put Right Agreement, the Issuer Articles of Amendment and the Note Subscription Agreement.

ARTICLE 2
TERMS

For value received, the Issuer hereby unconditionally promises to pay to the Investor, in accordance with the terms of this Note:

then the Investor must, if required by the Issuer to do so, agree to the redemption of the Note.

ARTICLE 3
COVENANTS

The following covenants apply as long as this Note remains outstanding. For greater certainty, the covenants provided in this Section 3.1 will cease to apply after this Note is redeemed or converted in accordance with its terms.

The following covenants apply as long as this Note remains outstanding and the Investor remains a subsidiary of CGF. For greater certainty, the covenants provided in this Section 3.2 will cease to apply after this Note is redeemed in accordance with the terms hereof or converted in accordance with its terms.

(Total Interest Bearing Debt – cash and cash equivalents) / Total Contributed Equity

The following covenants apply as long as this Note remains outstanding or the Investor (or any of the Investor Parties) beneficially owns or exercises control or direction, directly or indirectly, over, Elevra Shares. For greater certainty, the covenants provided in this Section 3.3 will cease to apply after this Note is redeemed in accordance with the terms hereof or converted in accordance with the terms hereof and the terms of the Put Right Agreement.

The following covenants of the Investor shall apply for so long as this Note remains outstanding or any obligations under this Note or the other Transaction Documents remain to be performed.

For greater certainty, neither the Issuer nor Elevra shall be in breach of any obligation under this Note or the Put Right Agreement with respect to the timing of the issuance or delivery of Special Shares or Elevra Shares to the extent that any delay is attributable to the Investor’s failure to comply with its covenants under this Section 3.4(a).

The obligations in this Section 3.4(d) shall not apply to information that:

in each case at the cost and expense of the Issuer, unless otherwise agreed.

The Issuer shall, upon request by the Investor, use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or deemed advisable by the Investor to obtain, or assist the Investor in obtaining, any regulatory approvals required to comply with Applicable Laws (other than Securities Legislation), including any approvals required under the Competition Act (Canada) or similar legislation in any applicable foreign jurisdictions, where such approval is or becomes required, to consummate the transactions contemplated by this Agreement. Notwithstanding any provision of this Agreement to the contrary, the Issuer shall not be required to offer, negotiate, agree to or undertake (i) any sale, divestiture, or disposition of any of the Issuer’s, or any of its Affiliates’, assets, interests, properties, operations or businesses, (ii) any other restriction or limitation on any or all of the Issuer’s, or any of its Affiliates’, assets, interests, properties, operations or businesses, or (iii) any other action, restriction or condition (whether or not formally expressed) of any Governmental Authority, in order to obtain any regulatory approvals required to consummate the transactions contemplated by this Agreement. For the avoidance of doubt, in order to obtain any regulatory approvals required to consummate the transactions contemplated by this Agreement, the Investor may not, without the prior written consent of the Issuer, propose, offer, negotiate, agree to or undertake (i) any sale, divestiture, or disposition of any assets, interests, properties, operations or businesses of the Issuer or any of its Affiliates, or (ii) any other action, restriction, limitation or condition of all or any portion of the businesses or assets of the Issuer or any of its Affiliates.

ARTICLE 4
CONVERSION OF NOTE

The Conversion Price shall be subject to adjustment from time to time as follows:

The Issuer shall, immediately after the occurrence of any event which requires an adjustment or re-adjustment as provided in Section 4.3, deliver a certificate to the Investor signed by one senior officer of the Issuer and specifying the nature of the event requiring the same and the amount of the necessary adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

The Issuer shall give notice to the Investor of its intention to fix a record date for any event mentioned in Section 4.3 which may give rise to an adjustment in the number of Special Shares which may be acquired pursuant to the exercise of the Conversion Right, and, in each case, the notice shall specify the particulars of the event and the record date and the effective date for the event; provided that the Issuer shall only be required to specify in the notice such particulars of the event as shall have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than ten (10) Business Days prior to the applicable record date.

The adjustments provided for in Section 4.3 are cumulative and shall apply to successive events resulting in any adjustment under Section 4.3; provided, that, notwithstanding any other provision of Section 4.3, no adjustment of the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Special Shares to be issued upon the conversion of this Note or the Conversion Price then in effect; provided however, that any adjustments which by reason of this Section 4.6 are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

The Issuer shall not be required to issue fractional Special Shares upon the conversion of this Note. If any fractional interest in a Special Share would, except for the provisions of this Section 4.7, be deliverable upon the conversion of this Note, such fractional interest in a Special Share shall be rounded up to the closest whole number of Special Shares.

The Issuer covenants with the Investor that it will at all times reserve and keep available out of its authorized share capital (if the number thereof is or becomes limited), solely for the purpose of issuing Special Shares in connection with a conversion of this Note, the maximum number of Special Shares as shall then be deliverable by the Issuer upon the conversion of this Note as a whole at that time, to enable and permit the Issuer to perform its obligation hereunder to deliver the requisite number of Special Shares to the Investor. The Issuer covenants with the Investor that all Special Shares, which shall be so issuable, shall be duly and validly issued as fully paid and non-assessable upon receipt by the Issuer of the Conversion Price.

For greater certainty, the Issuer shall not be in breach of its obligations under Section 4.1 or Section 4.2 if it has used all reasonable endeavours to issue the applicable Special Shares within the applicable timeframe and any delay in meeting the applicable timeframe is attributable solely to regulatory review, provided that the Issuer has taken all preparatory steps available to it upon receipt of the Conversion Notice.

ARTICLE 5

EVENTS OF DEFAULT AND REMEDIES

The occurrence of any of the following events will constitute, and will be referred to as, an “Event of Default” under this Note:

Unless a different cure period is expressly provided in this Section 5.1, the Issuer or Elevra, as applicable, will not be deemed to be in default in respect of any Event of Default that is capable of remedy unless it has failed to remedy the same within 15 Business Days after becoming aware of the relevant circumstance.

Upon the occurrence of any Event of Default that is continuing, the Investor may, by written notice to the Issuer, declare the outstanding Principal Amount, any accrued and unpaid interest and other monetary amounts outstanding under this Note to be due and payable on the date that is not later than 20 Business Days after the delivery of such notice from the Investor. Payment of the outstanding Principal Amount, any accrued but unpaid interest and other monetary amounts outstanding under this Note shall be made by electronic transfer of immediately available funds in lawful money of Canada to the account of the Investor designated in writing by the Investor from time to time (such designation to be provided no later than five (5) Business Days prior to such payment). The Investor shall, as soon as reasonably practicable following such payment, surrender this Note to the Issuer for cancellation.

No remedy conferred upon or reserved to the Investor hereunder is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now existing or hereafter to exist by law or by statute.

ARTICLE 6
GENERAL

Subject to such covenants set forth in Article 3, the payment obligations of the Issuer under this Note constitute direct, unsubordinated and unsecured obligations and shall rank equally with all its other existing and future unsecured and unsubordinated obligations, save for such obligations that may be preferred by provisions of Applicable Laws that are mandatory and of general application, and, for greater certainty, rank senior to the Issuer’s equity interests.

The Investor and the Issuer will do, execute and deliver or will cause to be done, executed and delivered all such further acts, documents and things as may be reasonably required for the purpose of giving effect to the transactions contemplated under this Note.

If any provision of this Note is determined to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect.

No failure or delay by a Party in exercising any right under this Note shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise. No waiver shall be effective unless made in writing and signed by the waiving Party.

Nothing in this Note, express or implied, is intended to confer upon any Person other than the Parties (and their respective successors and permitted assigns) any rights or remedies under this Note.

This Note, together with the other Transaction Documents, constitutes the entire agreement among the Issuer, Elevra and the Investor with respect to the subject matter hereof and supersedes all prior agreements, understandings and discussions relating thereto.

No amendment to this Note shall be effective unless made in writing and signed by all Parties.

Subject to Section 6.6, this Note shall enure to the benefit of and be binding upon each Party and its respective successors (whether by merger, amalgamation, arrangement, consolidation, reorganization, continuation or otherwise) and permitted assigns.

This Note shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Should any dispute, controversy or claim arises under or in connection with this Note, it shall be resolved in accordance with the dispute resolution mechanism set out in Article 8 of the Note Subscription Agreement.

This Note may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed signature page by electronic transmission shall be effective as delivery of an originally executed signature page.

[signature pages follow]

IN WITNESS WHEREOF the parties have executed this Note.

SCHEDULE “A”

ESG REPORTING REQUIREMENTS

EXHIBIT B

FORM OF CONDITIONAL TRANCHE NOTE CERTIFICATE

(see attached)

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND HAS BEEN ISSUED IN RELIANCE ON AN EXEMPTION FROM THE SECURITIES ACT. THIS SECURITY HAS BEEN ACQUIRED BY THE HOLDER HEREOF FOR ITS OWN BENEFICIAL ACCOUNT (AND NOT AS A NOMINEE OR AGENT OR OTHERWISE FOR ANY OTHER PERSON), FOR INVESTMENT PURPOSES, AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, THE SALE OR DISTRIBUTION OF THIS SECURITY. NO SALE OR DISTRIBUTION OF THIS SECURITY MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE ISSUER THEREOF THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.

SAYONA INC.

CONVERTIBLE NOTE

FOR VALUE RECEIVED, Sayona Inc., a corporation incorporated under the Business Corporations Act (Québec) (the “Issuer”), promises to pay to LCSC Holdings Inc. (the “Investor”), in lawful money of Canada, the principal sum of $80,000,000 (such principal sum, as from time to time remains outstanding, is referred to herein as the “Principal Amount”), together with interest on the Principal Amount as set forth in this Note, on the date and in the manner as set forth in this Note, if not earlier repaid, redeemed or converted, all as provided for in this Note.

This Note is issued as part of a series of convertible notes proposed to be issued to the Investor pursuant to the terms and subject to the conditions set forth in the Note Subscription Agreement (as defined below) (collectively, the “Notes”) for an aggregate principal amount of $145,000,000.

The Notes shall rank equally with each other and with all the Issuer’s other existing and future unsecured and unsubordinated obligations, save for such obligations that may be preferred by provisions of Applicable Laws (as defined below) that are mandatory and of general application.

The foregoing together with the following is a statement of the rights of the Investor and the conditions to which this Note is subject, and to which the Investor, by the acceptance of this Note, agrees. 

TABLE OF CONTENTS

ARTICLE 1 

INTERPRETATION

Section 1.1     Defined Terms

Unless otherwise specified, all capitalized terms used herein will have the following meanings and grammatical variations of such terms will have the corresponding meanings:

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, controls or is controlled by or is under common control with the referent Person, and with respect to the Investor only, includes CGF, CGFIM and any Person that controls or is controlled, directly or indirectly, by CGF or CGFIM, provided that CGFIM shall be included only for so long as it is the manager of the Investor.

“Applicable Laws” means, with respect to any Person, property, transaction, event or other matter, all applicable laws, statutes, regulations, rules, by-laws, ordinances, protocols, codes, guidelines, policies, notices, directions, orders, decrees, judgments and awards of any Governmental Authority having jurisdiction over such Person, property, transaction, event or other matter, including, for greater certainty, all applicable federal, provincial, territorial, state, municipal and local laws and all applicable securities, environmental, tax, labour and privacy laws and regulations. For greater certainty, reference to Applicable Laws in this Note shall be read to include applicable Securities Legislation.

“Associates” has the meaning assigned to such term in Section 2.5(b)(3).

“ASX” means ASX Limited and, as the context requires, the market operated by it, or any successor entity thereto or any successor market or exchange on which the Elevra Shares are then listed, quoted or admitted to trading.

“ASX Listing Rules” means the official listing rules of ASX.

“Australian Dollar Equivalent” means, in respect of an amount denominated in Canadian dollars, the amount in Australian dollars determined by multiplying such amount by the Prevailing CAD/AUD Rate on the Business Day immediately preceding the date on which the Conversion Notice is delivered to the Issuer.

“Business Day” means any weekday on which the chartered banks are open for business in Brisbane, Australia, and Montréal, Canada.

“CBCA” means the Canada Business Corporations Act.

“Change of Control” means a transaction or series of transactions where:

“CGF” means Canada Growth Fund Inc., a Canadian Crown corporation incorporated under the CBCA.

“CGFIM” means Canada Growth Fund Investment Management Inc.

“Closing Price” means, in respect of an Elevra Share on any Trading Day, the closing price on ASX on such Trading Day published by or derived from the Bloomberg “ELV AU Equity HP” page (setting Last Price and using values not adjusted for any event occurring after such Trading Day; and for the avoidance of doubt, all values will be determined with all adjustment settings on the DPDF Page switched off) (or its successor page) for such Elevra Share.

“control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “controlling” and “controlled” have corresponding meanings.

“Conversion Date” has the meaning assigned to such term in Section 4.2(a).

“Conversion Notice” has the meaning assigned to such term in Section 4.2(a).

“Conversion Price” has the meaning assigned to such term in Section 4.1(b).

“Conversion Right” has the meaning assigned to such term in Section 4.1(a).

“Conversion Value” has the meaning assigned to such term in Section 4.2(d).

“Conversion Value Calculation” refers to the equation to determine the number of Special Shares to be issued following the delivery of a Conversion Notice in accordance with this Note, which is as follows:

number of Special Shares to be issued = the Conversion Value divided by the Conversion Price.

“Corporate Reorganization” means any transaction whereby all or substantially all of the Issuer’s undertaking, property and assets would become the property of any other Person whether by way of arrangement, reorganization, consolidation, amalgamation, merger, continuance under any other jurisdiction of incorporation or otherwise.

“Corporations Act” means the Corporations Act 2001 (Cth).

“CORRA” means the Canadian Overnight Repo Rate Average (or any successor rate) administered and published by the Bank of Canada (or any successor administrator); provided that, for the purposes of this Note, CORRA shall be deemed to be not less than zero.

“Elevra” means Elevra Lithium Limited (ACN 091 951 978), a corporation incorporated under the laws of Australia.

“Elevra Shares” means ordinary fully paid shares of Elevra listed on ASX; provided, however, that any such shares issued hereunder (including any Elevra Shares to be issued upon exercise of the Put Right) shall bear the legend set forth on the face of this Note.

“Encumbrance” means any right to any property, or the income or benefits flowing therefrom, which secures an obligation due to a Person or a claim of such Person, whether such interest is based on the common law, civil law, statute or contract, and includes any security interest, hypothec, pledge, mortgage, privilege, prior claim, lien, charge, assignment, transfer, cession, encumbrance, capital lease, synthetic lease, instalment sale, conditional sale or trust receipt or a consignment or bailment for security purposes. The term “Encumbrance” shall include reservations, exceptions, encroachments, easements, servitudes, rights-of-way, covenants, conditions, restrictions and other title exceptions and encumbrances (including, with respect to equity securities agreements having the effect of restricting the ability, in any material respect, of a person to fulfill its obligations hereunder, voting trust agreements and all similar arrangements) affecting property. Solely for the purposes of determining whether an Encumbrance exists for the purposes of this Note, a Person shall be deemed to be the owner of any property which it has acquired or holds subject to a conditional sale agreement, capital lease or other arrangement pursuant to which title to the property has been retained by or vested in some other Person for security purposes and such retention or vesting shall constitute an Encumbrance.

“Event of Default” has the meaning assigned to such term in Section 5.1.

“Governmental Authority” means any domestic or foreign legislative, executive, judicial or administrative body or Person having or purporting to have jurisdiction in the relevant circumstances.

“Guarantee” means the guarantee entered into as of the date hereof between Elevra, the Issuer and the Investor.

“IFRS” means the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), as in effect from time to time.

“Indebtedness” means, with respect to any Person, without duplication:

but excludes:

“Interest Payment Date” has the meaning assigned to such term in Section 2.2(a).

“Investor” means LCSC Holdings Inc., a corporation incorporated under the CBCA and a wholly-owned subsidiary of CGF, and its legal successors and permitted assigns.

“Investor Party” means each of the Investor or any Affiliate of the Investor that is a holder of this Note, and collectively, the “Investor Parties”.

“Issue Date” means the date on which this Note is issued by the Issuer to the Investor in accordance with the Note Subscription Agreement.

“Issuer” means Sayona Inc., a corporation incorporated under the QBCA, and its legal successors and permitted assigns.

“Issuer Articles of Amendment” means the articles of amendment of the Issuer amending, inter alia, the share capital of the Issuer to create the Special Shares.

“Mandatory Redemption Date” has the meaning assigned to such term in Section 2.5(a).

“Mandatory Redemption Event” means:

“Mandatory Redemption Event Notice” has the meaning assigned to such term in Section 2.5(a).

“Mandatory Redemption Event Election Notice” has the meaning assigned to such term in Section 2.5(a).

“Material Adverse Effect” means any material adverse effect on the financial condition, business or capital of the Issuer, any of its subsidiaries and Elevra (taken together) that is not capable of being remedied (or that was capable of being remedied within a reasonable time or, if applicable, the applicable cure period, but was not so remedied), or the ability of the Issuer and Elevra (taken together) to perform, observe or fulfil any of their payment or other material obligations under the Transaction Documents.

“Maturity Date” has the meaning assigned to such term in Section 2.3(a).

“NAL” means North American Lithium Inc., a corporation incorporated under the QBCA.

“NAL Mine” means the North American Lithium mine located in La Corne township, Québec, approximately 60 km north of Val-d’Or, Québec, and directly owned by NAL.

“Note” means this Convertible Note.

“Note Subscription Agreement” means the note subscription agreement dated as of {{SigningDate}} between the Investor, the Issuer and Elevra.

“Parties” means, collectively, the Issuer and the Investor, and each individually a “Party”.

“Person” means an individual, partnership, corporation, company, incorporated association, trust, incorporated syndicate, unincorporated syndicate, executor, administrator, unincorporated association, joint venture, governmental agency or other entity.

“Prevailing CAD/AUD Rate” means, in respect of a particular date, the spot rate of exchange between Canadian dollars and Australian dollars prevailing as at or about 12:00 p.m. (Sydney time) on that date as published or derived from the relevant Bloomberg “BFIX” page (or its successor page).

“Principal Amount” has the meaning set out in the preamble.

“Put Right” means the irrevocable and exclusive right and option granted by Elevra in favour of the Investor pursuant to the Put Right Agreement, to require Elevra to acquire from the Investor all, but not less than all, of the Special Shares issued to the Investor upon conversion of this Note, in consideration for cash, Elevra Shares, or any combination thereof, at the election of the Issuer and Elevra, in each case in accordance with the terms and conditions of the Put Right Agreement.

“Put Right Agreement” means the put right agreement dated as of the date hereof between the Investor, the Issuer and Elevra.

“QBCA” means the Business Corporations Act (Québec).

“Redemption Date” has the meaning assigned to such term in Section 2.4(a).

“Redemption Notice” has the meaning assigned to such term in Section 2.4(a).

“Redemption Price” means the Principal Amount, plus all accrued and unpaid interest thereon to, and including, the Redemption Date or the Mandatory Redemption Date in accordance with Section 2.4 or Section 2.5, respectively.

“Relevant Interest” has the meaning assigned to such term in the Corporations Act.

“Scheme” has the meaning assigned to such term in Section 2.5(b)(1).

“Securities Legislation” means all federal, provincial and territorial securities laws, rules and regulations and published policy statements and instruments of the securities commissions or other securities regulatory authorities in Canada or in Australia, including those that are now in effect and those that may be promulgated or amended from time to time.

“Special Shares” means the special shares in the capital of the Issuer; provided, however, that any such shares issued hereunder shall bear the legend set forth on the face of this Note.

“subsidiary” means, at any time in respect of a Person, any corporation or other entity controlled at such time directly or indirectly by such Person, and includes for the avoidance of doubt successive subsidiaries of such subsidiary and “subsidiaries” means all of such Persons collectively.

“Takeover Bid” has the meaning assigned to such term in Section 2.5(b)(1).

“Tax Act” means the Income Tax Act (Canada).

“Total Contributed Equity” means, with respect to Elevra and its subsidiaries on a consolidated basis, and determined in accordance with IFRS, the aggregate of their paid-up share capital, share premium account, and any other reserves (including, for the avoidance of doubt, any subordinated shareholder loans which are treated as equity in accordance with IFRS).

“Total Interest Bearing Debt” means, with respect to Elevra and its subsidiaries on a consolidated basis and determined in accordance with IFRS, the aggregate outstanding principal amount of all Indebtedness that bears interest (whether at a fixed or floating rate).

“Trading Day” has the meaning given to that term in the ASX Listing Rules.

“Transaction Documents” means, collectively, this Note, the Guarantee, the Put Right Agreement, the Issuer Articles of Amendment and the Note Subscription Agreement.

Section 1.2      Interpretation

ARTICLE 2
TERMS

Section 2.1      Payment under this Note

For value received, the Issuer hereby unconditionally promises to pay to the Investor, in accordance with the terms of this Note:

in each case by electronic transfer of immediately available funds in lawful money of Canada to the account of the Investor designated in writing by the Investor from time to time (such designation to be provided no later than five (5) Business Days prior to each Interest Payment Date).

Section 2.2      Interest

Section 2.3      Repayment at Maturity

Section 2.4      Redemption at the Option of the Issuer

Section 2.5      Mandatory Redemption Event