Ann: Notice of Extraordinary General Meeting/Proxy Form, page-118

Yeah its a little unorthodox this whole ' retrospectivity ' nonsense......

Its like saying hey look what I ultimately did after the fact not knowing really what the outcome would be. Which is why I guess they initially ' accrued ' these ' variable ' components and never cashed in on them. Because they didn't really know the plan would ultimately be successful.

And so unfortunately from a pure optics point of view and their own admission to the fact its is NOT best practice , it does smack of corporate greed in a sense given how many these Guy's already hold in terms of shares and free options which ALL shareholders got in those .008 / .009 rights issues assorted placements days. And so those Directors just like ourselves backed themselves during those times when Retail for the most part didn't really hold up their end on those previous raises.

So that should be enough with the 2.0 & 3.0 cents Free attaching options PLUS the 4.0 cent options that Lynch and Laliberte both received back then during those periods of planning future growth. To turn around and then say no we want more for that just because you didn't exercise the vesting terms of previous approved remunerations which lapsed - whether this is because you weren't really that confident of your plans and / or the Company didn't have the cash resources it does now courtesy of the multiple raises and continuous dilution is just OPPORTUNISTIC in my opinion.

And what's up with Crawford being given ANOTHER 10 million 15.0 cent options bumping out to another 12 months when he already has 20 million maturing end of July which were issued free...... Shouldn't we see if he is prepared to exercise them FIRST. And even if he does , isn't the MARKET already rewarding him through the current price so he can first sell some of his accumulated ordinary shares previously issued at the much lower prices , and to now sell them at say 18.0...... to then go on and show his faith by converting his ALREADY issued 15.0 cent Directors options.

Especially since it has been acknowledged that Crawford is part of the changing of the ' Guard ' and responsible for some of the inadequacies in reporting for an organisation at this level. So why are we then giving him a further 10 million options for what amounts to his retirement. And normally directors options issued expire when the Director ceases to be a director ....so whats with this additional 12 months to expiry. Is it because his 20 million will expire at 30th June his official termination date....., so he's been given a free hit for another 12 months . Or is it more a case that we are going to be stuck with him for a handover period of up to another 12 months under some sort of consultancy arrangement.

On top of this scrutiny , it would be interesting to see Retail vote down ALL other of the retrospective approvals for the 15% refresher on Sayona's capital raising limits as this would send a very strong message to Quebec that we Australian Investors who have carried the can here for ages are DONE , and that at least until the AGM , this will be the LAST raise this company will be allowed to do unless we start to see some support for our plans via Government funding which we see many others getting their hands on except us. Including Nemaska,.

So indeed if one of Quebec's criteria for funding is that the recipient Company has shown that it has exhausted ALL avenues of its own funding , then at least voting NO to ALL resolutions would force the Company to pass the current and previous dilutive issues out of our last remaining 2022 / 2023 capacity with nor further raises to take place until the rollover from this years current AGM or 12 months from these cumulative capital raises.

Without a doubt , they haven't marketed this company in the same productive ways others have. Moblan drilling and other drilling is but one example of how clearly more progressive approach like others would have perhaps been better reflected in a rising SP . Instead , it was left far to late to a period of overall general market weakness as well as Lithium market pricing weakness.

Now whether this ' capping ' newsflow vacuum and silence was in part associated with our strong ties to Quebec and Government with their control is one of the reasons , then it could be seen as an opportunity to say to Quebec enough is enough from Australian Investors until you show us what it is you are going to do for us ......, and as we can clearly see you have done for others. Others who have not necessarily done as much for the Canadian Critical Minerals space or mining in general in Quebec as Sayona has single handedly done by attracting huge amounts of interest and capital from its defacto successes from other Australian and Canadian critical mineral mining hopefuls.

So maybe its time to at least show them that even if it is only temporary , that this is indeed what we ( retail ) consider to be our LAST raise.....until we see some of this economic support flowing our way. Can't imagine the Canadian Investors would be please either in how their Flow Through at 31 odd cents for $50 odd million has been well and truly ' Trumped ' by a $200 million raise at 18. Good luck getting them onside again.

So the reality is if they can't generate some serious cashflows from operations , they are indeed going to have to tap the Debt markets at some stage. That is inevitable , and just makes their recent ' scary pants ' comments about debt and borrowing even more ridiculous for a Company this size with so called plans worth remunerating the BOD to this extent in retrospect.

I remember the old days when they first stated they would fund Authier and balance sheet growth from the Convertible Notes market , and then after that they mentioned on several occasions that it would ALL be funded by ' Private Capital '.

So in hindsight , are we ' Privately ' they spoke of. And so therefore there is no further support forthcoming from our Quebec masters and custodians.

So I too find it ALL a bit of a joke and mess , and think that there is more to be gained here by voting NO to virtually ALL the resolutions than there is to being continually complacent with this BOD.

In fact , I would go one step further in saying that perhaps its is time to have a wholesale change of at least a couple of these somewhat ' tarnished ' BOD members who may or may not have lost some of their appeal due to their past failures.

I mean you didn't see Quebec or anyone else continuing on with Guy Bourassa or any of the former Nemaska executives who presided over its demise. Even Pallinghurst who was also involved with the previous Nemaska was ultimately ' steered ' whether by its own accord or not OUT OF the current Nemaska structure. Are we talking about just recycling corporate money here under some ' claw back ' agreement with Quebec or is there more to their seemingly manufactured exit. What happened to their $1 billion commitment to Quebec's critical minerals and electrification industry plans. Nowhere to be seen now except on Livent's register which may or may not last when it reaches an adequate level of return for its own shareholders.

And Buckler has ALREADY been seen to have previously reduced his holding balance over the years....and Brown is pretty much even less significant in terms of his holding in Sayona as well..

So i'd be inclined to say that should Buckler , Brown , and Crawford NOT exercise their 15.0 Directors options come end of July , then they should step down and resign from this Companies BOD. And since we won't know that until after the EGM , we should at least vote NO for these additional retrospective BOD member handouts

In other words ' SHOW US THE MONEY ' either by way of these Directors Options or Quebec and Canada making good on its commitments to our growth .....and we will show you our continued support with a YES to those resolutions. But NOT before.