Amending Deed

	Table of contents
1	Definitions, interpretation and deed components		2
	1.1	Definitions	2
	1.2	Interpretation	2
2	Amendment to Placement Agreement		2
	2.1	Condition to amendment	2
	2.2	Amendment	2
	2.3	Amendments not to affect validity, rights, obligations	3
	2.4	Confirmation	3
	2.5	Acknowledgement	4
3	General		4
	3.1	Governing law	4
	3.2	Further action to be taken at each party’s own expense	4
	3.3	Counterparts	4
	Signing page		5

	Issuer	Sayona Mining Limited   ACN 091 951 ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
	Lead Manager	Canaccord Genuity (Australia) Limited   ABN 19 0750 714 66 of ▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
	Recitals	1     The parties entered into a Placement Agreement on 19 November 2024 (Placement Agreement) in relation to the Issuer’s Placement. 2     The Issuer proposes to undertake a share consolidation in accordance with section 254H of the Corporations Act (Consolidation). 3     The Consolidation may occur prior to the Conditional Settlement Date and where it does, the parties intend that the Conditional Placement Shares and Issue Price as it relates to the Conditional Placement Shares only set out in the Placement Agreement will be amended accordingly. 4     The Issuer also intends to enter into an amendment to the Merger Agreement and to the RCF Subscription Agreement in connection with, amongst other things, the Consolidation. 5     The parties agree to amend the Placement Agreement in the manner set out in this deed.
	This deed witnesses as follows:

1.1	Definitions

1.2	Interpretation

(a)

headings and sub-headings are for convenience only and do not affect interpretation;

(b)

a reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it;

(c)

a reference to "$" or “A$” is to Australian currency; and

(d)

all references to time are to official time in Sydney, New South Wales.

2.1	Condition to amendment

(a)

Consolidation Effective Time refers to the time as of which the Issuer’s shareholders’ register has been updated to reflect the Consolidation, or such earlier time with effect on and from which, in accordance with applicable law or the practices of the ASX, the Conditional Placement Shares are to be issued on a post-Consolidation basis.

(b)

The amendments in clause 2.2(b) of this deed are conditional on, and do not become binding unless and until, the Consolidation Effective Time has occurred.

2.2

Amendment

(a)

With effect on and from the date of this deed, the Placement Agreement is amended as follows:

(1)

the following definition is inserted into clause 12:

(2)

the following paragraph is inserted immediately prior to clause 10:

(b)

Subject to clause 2.1(b),  with effect on and from the Consolidation Effective Time:

(1)

the following definition is inserted into clause 12 of the Placement Agreement:

(2)

sub-clause 1.1(b)(i) and (ii) are deleted in their entirety and replaced with the following:

(b)

a conditional placement of the number of new Shares that is equal to 2,156,250,000 Shares consolidated for the Consolidation Ratio (Conditional Placement Shares) at the Issue Price (as defined in clause 1.8(a)) to certain institutional, professional and sophisticated investors (Conditional Placement), subject to:

(i)

Closing occurring under the Merger Agreement; and

(ii)

the shareholders of the Issuer having first approved (by appropriate majority) in a general meeting, the Conditional Placement for all purposes (Issuer’s Member’s Approval).

(3)

sub-clause 1.8(a) is deleted in its entirety and replaced with the following:

(a)

The Issue Price for each Initial Placement Share is A$0.032 and for each Conditional Placement Share is the amount of A$0.032 adjusted in inverse proportion to the Consolidation Ratio.

2.3	Amendments not to affect validity, rights, obligations

(b)

This deed is intended only to vary the Placement Agreement and not to terminate, discharge, rescind or replace it.

(c)

The amendments to the Placement Agreement do not affect the validity or enforceability of the Placement Agreement.

(d)

Nothing in this deed:

(1)

prejudices or adversely affects any right, power, authority, discretion or remedy which arose under or in connection with the Placement Agreement before the date of this deed; or

(2)

discharges, releases or otherwise affects any liability or obligation which arose under or in connection with the Placement Agreement before the date of this deed.

2.4	Confirmation

2.5	Acknowledgement

3.1	Governing law

3.2	Further action to be taken at each party’s own expense

3.3	Counterparts

(b)

This deed may be executed in any number of counterparts. All counterparts, taken together, constitute one instrument.

(c)

Subject to applicable law, a counterpart may be signed electronically and may be in hard copy or electronic form.

	Issuer
	Signed sealed and delivered by Sayona Mining Limited by
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	Company Secretary			Director
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	Lead Manager
	Signed sealed and delivered by Canaccord Genuity (Australia) Limited by
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	Company Secretary/Director			Director
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