Date Closed

November 16, 2022

Lead Office

Montréal

Value

50.00 Million CAD

On November 16, 2022, Sayona Inc. ("Sayona"), through a subsidiary, acquired 1824 mining claims held by Troilus Gold Corp. (“Troilus”) in northern Quebec, which are adjacent to existing properties held by Sayona, including the Moblan Project (the “Sale”).  As consideration for the Sale, Troilus shall receive 184,331,797 ordinary shares of Sayona Mining Limited, Sayona’s parent company listed on the ASX, to be issued at closing (the “Consideration Shares”), at a price of C$0.217 per Consideration Share, representing an aggregate value of C$40 million. As additional consideration, Troilus shall be granted a 2% net smelter returns royalty (“NSR”) on all mineral products from the transferred claims. Concurrently with entering into the agreement for the foregoing transaction, Sayona has agreed to subscribe for 9,883,163 common shares of Troilus at a price of C$0.49 per share for aggregate gross proceeds to Troilus of C$4,842,749.87 on a non-brokered private placement basis, bringing Sayona’s interest in Troilus to approximately 9.26%. Prior to the above subscription, on October 3, 2022, but as part of the aforementioned transaction, Sayona subscribed to 10,525,000 common shares of Troilus at a price of 0.49$ per share for an aggregate consideration of $5,157,250.00.

McCarthy Tétrault assisted Sayona Inc. with a team led by Louis-Nicolas Boulanger and Konstantin Sobolevski that included Charles-Antoine Souliere, Charles-Étienne Pressé, Benjamin Rivard, Pierre Langlois, Martine Gosselin, Annie Poirier-Simard and Elena Scardera (Business).