ELVR

Business Context and Reporting Period

This Form 20-F is an annual report for Elevra Lithium Limited (formerly Sayona Mining Limited) for the fiscal year ended June 30, 2025. The company is an Australian public company incorporated in Queensland, with a primary listing on the ASX and a secondary listing on Nasdaq (ADS symbol: ELVR). The reporting period reflects Elevra's standalone operations prior to the completion of its merger with Piedmont Lithium Inc. on August 29, 2025. Following the merger, Piedmont became a wholly-owned subsidiary, and Elevra changed its name effective September 16, 2025, coinciding with a 150:1 share consolidation.

Key Financial Metrics

Note: All figures are in Australian Dollars (AU$) unless otherwise specified. The significant increase in net loss for 2025 is primarily driven by a non-cash impairment charge.

Material Changes vs. Prior Period

• Revenue Growth: Revenue increased by 11% (AU$22.5 million) to AU$223.4 million, driven by higher production volumes at the North American Lithium (NAL) project in Quebec, Canada. NAL produced 204,858 dry metric tonnes (dmt) of spodumene concentrate in 2025, up from 155,822 dmt in 2024.
• Significant Impairment: The company recorded a non-cash impairment charge of AU$271.3 million related to the NAL cash-generating unit. This was triggered by a decline in forecasted long-term lithium prices and deteriorating market conditions. The recoverable amount was determined to be AU$156.7 million.
• Operating Expenses: Total expenses (excluding impairment) increased by AU$38.7 million to AU$347.7 million. This increase was largely due to higher depreciation and amortization (AU$38.6 million vs. AU$33.8 million) and increased raw material costs associated with higher production, partially offset by reductions in external services and employee benefits.
• Cash Flow Improvement: Net cash used in operating activities improved significantly by AU$47.4 million (76% decrease in outflow) compared to the prior year, aided by customer prepayments and inventory reductions.

Guidance, Outlook, and Risks

Merger and Integration: The merger with Piedmont Lithium Inc. was completed in August 2025. The combined entity aims to optimize the NAL project, integrate offtake economics, and leverage synergies in logistics and procurement. The company expects to finance the NAL brownfield expansion (estimated at US$270 million) through cash flow, prepayment facilities, and potential strategic partnerships.

Outlook: Management expects the global lithium market to remain dynamic with structural demand growth driven by electric vehicles. However, the company faces near-term pressure from lithium price volatility. The company plans to focus capital expenditures on sustaining NAL operations and key permitting activities for the Moblan and Carolina Lithium projects.

Key Risks:

• Commodity Price Volatility: Lithium prices are subject to unpredictable fluctuations, which directly impact revenue and asset valuations (as evidenced by the 2025 impairment).
• Regulatory and Permitting: Projects in the U.S. (Carolina Lithium), Ghana (Ewoyaa), and Canada face complex permitting processes. Specific risks include opposition from local communities in Gaston County, NC, and regulatory reviews in Ghana regarding the Ewoyaa mining lease.
• Customer Concentration: In 2025, two customers accounted for 100% of revenue (67% and 33% respectively).
• Geopolitical and Trade: Recent U.S. tariff announcements on goods from Canada (increased to 35% in August 2025, though critical minerals may be exempt) create uncertainty for the export of Canadian spodumene concentrate to the U.S.

Investor Verification Checklist

• Impairment Assumptions: Verify the long-term lithium price assumptions (US$655–US$1,374 per tonne) and discount rates (10.0%) used in the NAL impairment calculation.
• Merger Accounting: Monitor the final purchase price allocation and goodwill calculation for the Piedmont merger, which was completed post-year-end.
• Permitting Status: Track the status of the Title V Air Permit for Carolina Lithium and the parliamentary ratification of the Ewoyaa mining lease in Ghana.
• Liquidity Position: Confirm the utilization of the US$30 million prepayment facility and the impact of the subsequent AU$69 million equity raise from Resource Capital Fund VIII (RCF) on working capital.
• Share Consolidation: Note the 150:1 share consolidation effective September 16, 2025, which reduced the number of issued ordinary shares from ~25.3 billion to ~168.5 million.