Nova Minerals Ltd — AGM Information 2005

Nov 2, 2005

QUANTUM RESOURCES LIMITED A.B.N. 84 006 690 348

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Quantum Resources Limited (the "Company") will be held at Level 8, 580 St Kilda Road, Melbourne, Victoria 3004, Australia, on Tuesday 29 November 2005, commencing at 10:00 a.m. for the following purposes:

BUSINESS

ORDINARY BUSINESS

ORDINARY RESOLUTIONS

To consider and, if thought fit, to pass with or without amendment the following as ordinary resolutions:

$\ddot{\mathbf{1}}$ . To consider the Financial Statements and Reports

"THAT the Financial Statements of the Company and the Reports of the Directors and Auditor for the year ended 30 June 2005 be considered."

$\overline{2}$ Election of Director

To elect Dr D S Tyrwhitt as a Director

"THAT Dr D S Tyrwhitt retires and, being eligible, offers himself for re-election."

SPECIAL BUSINESS

ORDINARY RESOLUTIONS

To consider and, if thought fit, to pass with or without amendment the following as ordinary resolutions:

$\overline{3}$ . To Approve the Issue of Ordinary Shares

"To approve the issue of up to 100,000,000 ordinary shares at an issue price that is at least 80% of the average market price calculated over the last 5 days on which sales of securities were recorded before the day on which the issue is made and otherwise on the terms and conditions as set out in the Explanatory Statement to the Notice of Meeting dated 27 October 2005."

Approval of Quantum Resources Limited 2005 Employee Share Option Plan $\overline{a}$

"For the purpose of ASX Listing Rule 7.2 Exception 9 (b), to approve the issue of options over fully paid ordinary shares of the Company under the Quantum Resources Limited 2005 Employee Share Option Plan".

5. Remuneration Report

"To adopt the Remuneration Report for the financial year ended 30 June 2005".

Note that the vote on this item is advisory only and does not bind the Directors or the Company.

VOTING EXCLUSION STATEMENT

Resolution 3

The Company will disregard any votes cast on the resolutions by any person who may participate in any issue and a person who might obtain a benefit (except a benefit solely in the capacity of a security holder) if the resolutions are passed and any associate of those persons.

The Company need not, however, disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 4

The Company will disregard any votes cast on a resolution by the Directors of the Company and any associate of those persons.

The Company need not, however, disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

By Order of the Board and dated this 27^th day of October 2005.

PETER LEE Company Secretary

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

This Explanatory Statement provides shareholders of the Company with information in respect of the resolutions to be considered at the Annual General Meeting of the Company to be held at Level 8, 580 St Kilda Road, Melbourne 3004 on 29 November 2005 at 10:00 a.m. Shareholders should carefully review this Explanatory Statement and the associated Notice of General Meeting ("Notice") to which this Explanatory Statement is attached.

If you have difficulty in properly understanding this documentation, we urge you to consult your financial or legal adviser.

RESOLUTION 2 ... ELECTION OF DIRECTOR

Article 16.4 of the Company's Constitution requires each Director appointed during the year by the Board of Directors to retire at the next Annual General Meeting. Accordingly, Dr D S Tyrwhitt retires and being eligible offers himself for re-election.

Dr Tyrwhitt has been a Director of the Company since 1996. He has more than 40 years experience in the mining industry. He is currently a Director of Astro Diamond Mines N.L. (November 1996 to current), Quantum Resources Limited (November 1996 to current). Bay Resources Ltd (November 1996 to current) and Legend International Holdings Inc., (March 2005 to current). In the three years prior to the date of this report. Dr Tyrwhitt was also a Director of Regis Resources N.L. (November 1996 to August 2004) and Tahera Corporation (November 2002 to September 2003). He worked for over 20 years with Newmont Mining Corporation in Australia, South East Asia and the United States. During this time, he was responsible for the discovery of the Telfer Gold Mine in Western Australia. He was Chief Executive of Newmont Australia Limited between 1984 and 1988 and Chief Executive Officer of Ashton Mining Limited between 1988 and 1991. He established his own consultancy in 1991 and worked with Normandy Mining Limited on a number of mining projects in South East Asia. Age 67

RESOLUTION 3-APPROVE THE ISSUE OF ORDINARY SHARES

Preamble

ASX Listing Rule 7.1 provides that a company must not, without shareholder approval (but subject to certain exceptions), issue during any 12 month period any equity securities or other securities with rights of conversion to equity (such as an option) if the number of those securities exceeds 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The Company continues to require funds to conduct its exploration program and to meet its working capital expenses. The funds raised by the issue of securities under this resolution will be use for these purposes. The Directors believe it is prudent to obtain the authority to place 100 million ordinary shares.

For the purposes of Australian Stock Exchange ("ASX") Listing Rules 7.3, the Company also advises:

• The maximum number of securities to be issued is 100 million ordinary shares. $\mathbf{1}$
• $\mathcal{P}$ The securities will be issued within 3 months of the date of shareholder approval.
• $\mathcal{R}$ The issue price of the ordinary shares will be at least 80% of the average market price calculated over the last 5 days on which sales of ordinary shares are recorded before the day on which the issue is made.
• At the date of this Explanatory Memorandum, the names of the proposed allottees and quantity to be issued to each $\overline{4}$ allottee are not known, however, the Company plans to approach investors to whom a prospectus does not need to be provided under the Corporations Act.
• The ordinary shares will be fully paid and will rank pari passu with existing ordinary shares on issue. $5.$
• $\kappa$ The funds will be utilised for exploration and working capital for the Company.
• $\mathcal{I}$ The securities may be allotted progressively. The Company may not necessarily issue the full complement of securities and may issue a lesser number.
• $\mathcal{R}$ The securities the subject of this resolution shall be issued at the discretion of the Directors other than to Related Parties (as defined in the ASX Listing Rules).

RESOLUTION 4- APPROVAL OF QUANTUM RESOURCES LIMITED 2005 EMPLOYEE SHARE OPTION PLAN

Preamble

Under the proposed Quantum Resources Limited 2005 Employee Share Option Plan ("Plan") the Board may offer to Employees of the Company whose contribution to the Company warrant participation in the Plan (collectively "Participants"), the opportunity to subscribe for options over fully paid ordinary shares in the Company. For the purpose of the Plan, employees include full-time,
part-time and casual employees, Directors and consultants. Approval is being sought for the Exception 9 (b) so that any issues under the Plan are not counted as a reduction for the purpose of the calculation of the number of securities that can be issued under Listing Rule 7.1 without shareholder approval. This exception is only available provided that within 3 years before the date of the issue, shareholders have approved the issue of securities under the scheme as an exception to Listing Rule 7.1 and a summary of the terms of the scheme, the number of securities issued under the scheme since the date of the last approval and a voting exclusion statement is included in the notice of meeting. The exception will cease to be available if there has been a change to the number or terms of the equity securities to be issued under the scheme. the mechanism for pricing or payment or other material terms of the scheme.

The key components of the Plan are as follows

The option will have no issue price.

• The exercise price of the option will be an amount as determined by the Board and will be not less than the market price for one share on the date the Board decides to invite a participant to apply for options.
• The Board can determine any exercise conditions (if any) to apply prior to a Participant being able to exercise the ontions
• If the Exercise Condition is met, the participant is able to exercise the options at any time for a period of 3 years after the Vesting Period.
• The number of options that can be on issue under the Plan is 5% of the issued number of shares in the Company at the date of an invitation or grant of an option. For this purpose, the 5% is calculated as the number of shares the subject of options the Board proposes to issue an invitation or proposes to grant; the number of shares which would be issued if all offers or options to acquire unissued shares pursuant to this Plan or any other employee share option plan were accepted or exercised; the number of shares issued pursuant to the Plan in the last 5 years; and the number of shares issued during the last 5 years pursuant to any other employee share scheme of the Company.
• If the employment of a Participant is terminated before the end of the Vesting Period, the options held by that Participant will lapse, except where a Participant has ceased to be employed due to death or total and permanent disablement. In such circumstances the Board has the ability to allow the legal personal representative of the participant to exercise the option on the terms set by the Board at the time. In the case of termination after the Vesting Period, if the Exercise Condition has not been met, the option lapses. If the Exercise Condition has been met, the participant has one month to exercise the option otherwise it lapses.
• The Board will also have the discretion to have the options expire if it determines that a Participant has committed any act of fraud, defalcation or gross misconduct in relation to the affairs of the Company or a subsidiary.
• Participants will have their entittements in respect of options held adjusted to take account of capital reconstructions and bonus issues as if the option has been exercised before the determination of entitlement in respect of these issues. If the Company makes a pro rata rights issue to shareholders, the exercise price of an option will be reduced according to the formula specified in the Stock Exchange Listing Rules.
• In the case of a change of control, options are immediately exercisable notwithstanding Exercise Conditions or the Vesting Period.

The Directors have resolved that for the purpose of the initial grant of the options:

• The exercise price will be the weighted average closing price of shares sold on ASX on the 5 trading days immediately preceding the offer of options to a Participant (but if no shares were sold on ASX during that 5 day period the exercise price of an option is to be determined by the Board to be equal to the closing price of shares sold on ASX on the last trading day on which the shares were traded.
• The options cannot be exercised for a period of 2 years from grant. $\bullet$
• For the options to be exercised after this time, the price of the Company's fully paid ordinary shares must have increased by a factor of 20%, after adjustment for any rights issues, bonus issues and dividends, from the date when the options were first granted, for a 20 trading day period ("Exercise Condition").

No securities have been issued under this Plan previously.

The Directors will not be participating in the Plan at this time. If they propose to participate in the future, specific shareholder approval will be required to their participation.

A copy of the Plan Rules is available from the registered office of the Company upon request.

RESOLUTION 5-ADOPT THE REMUNERATION REPORT FOR THE YEAR ENDED 30 JUNE 2005

CLERP 9 changes to the Corporations Act 2001 now requires the Company to prepare a separate Remuneration Report and allow shareholders to comment on and ask questions about the Remuneration Report at the annual general meeting.

The Remuneration Report is included in the Directors' Report in the 2005 Annual Report.

During the meeting, there will be an opportunity for shareholders to comment on and ask questions about the Remuneration Report. Shareholders should be aware that in accordance with the Corporation Act 2001, the vote on this item of business is non-binding on the Directors and the Company.

Other

The Directors believe that it is imperative that the Company be able to offer incentives to employees (as defined) that play a key role in the development of the Company's activities, in order to attract and retain quality staff.

Accordingly, the Board of Directors recommended all resolutions to shareholders.

By Order of the Board and dated this 27^th day of October 2005

PETER LEE Company Secretary