Nova Minerals Ltd — Capital/Financing Update 2002

Nov 14, 2002

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002

Name of entity

Quantum Resources Limited

ABN

84 006 690 348

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

• 1 *Class of *securities issued or to be issued
• Number of "securities issued or to be $\overline{2}$ issued (if known) or maximum number which may be issued
• Principal terms of the +securities (eg, if 3 options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

Fully paid Ordinary Shares and Options maturing 30 November 2012.

Approximately 218,017,218 fully paid ordinary shares with attaching options maturing 30 November 2012.

Fully paid ordinary shares with one attaching option maturing on 30 November 2012 for each fully paid ordinary share.

⁺ See chapter 19 for defined terms.

Do the +securities rank equally in all All shares allotted will rank pari pasu with $\overline{4}$ respects from the date of allotment with existing ordinary shares. Shares allotted from an existing *class of quoted *securities? the exercise of options will rank pari pasu from the date of allotment. If the additional securities do not rank equally, please state: • the date from which they do $\bullet$ the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration \$0.02 for each fully paid ordinary share and attaching option (no issue price for the option) maturing 30 November 2012. Purpose of the issue 6 1. To enable the Company to continue to (If issued as consideration for the conduct its exploration program; acquisition of assets, clearly identify 2. To acquire new opportunities; those assets) 3. To provide working capital to the Company. Dates of entering +securities into 7 15 January 2003 uncertificated holdings or despatch of certificates Number ⁺Class 8 Number and ⁺class of all ⁺securities 218.017.218 Ordinary Shares quoted on ASX (including the securities 43,758,906 Options maturing 31 in clause 2 if applicable) October 2010 Options maturing 30 32,856,523 April 2012 218,017,218 Options maturing 30 November 2012 Number ⁺Class 9 Number and ⁺class of all ⁺securities not 2,150,000 Options expiring quoted on ASX (including the securities 24/03/2010 in clause 2 if applicable)

⁺ See chapter 19 for defined terms.

Dividend policy (in the case of a trust, $10$ distribution policy) on the increased capital (interests)

$N/A$

$No$

Renounceable

Part 2 - Bonus issue or pro rata issue

• Is security holder approval required? $11$
• $12$ Is the issue renounceable or nonrenounceable?
• Ratio in which the ⁺securities will be $13¹³$ offered
• *Class of *securities to which the offer $14$ relates
• *Record date to determine entitlements 15
• Will holdings on different registers (or 16 subregisters) be aggregated for calculating entitlements?
• $17$ Policy for deciding entitlements in relation to fractions
• Names of countries in which the entity 18 has *security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

• Closing date for receipt of acceptances or 19 renunciations
• 20 Names of any underwriters
• 21 Amount of any underwriting fee or commission
• Names of any brokers to the issue 22

$1$ for $1$ shares with Ordinary attaching options

expiring 30 November 2012

26 November 2002

$N/A$

Rounding up

All countries other than Australia and New Zealand

20 December 2002

None

$N/A$

None

⁺ See chapter 19 for defined terms.

Fee or commission payable to the broker $N/A$ 23 to the issue Amount of any handling fee payable to $N/A$ 24 brokers who lodge acceptances or renunciations on behalf of "security holders 25 If the issue is contingent on *security No holders' approval, the date of the meeting 26 Date entitlement and acceptance form 29 November 2002 and prospectus or Product Disclosure Statement will be sent to persons entitled Sent on 13 November 2002 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if 20 November 2002 applicable) 29 Date rights trading will end (if applicable) 13 December 2002 Using the Entitlement and Acceptance Form $30₁$ How do *security holders sell their entitlements in full through a broker? enclosed with the Prospectus 31 How do *security holders sell part of their Using the Entitlement and Acceptance Form entitlements through a broker and accept enclosed with the Prospectus for the balance? 32 How do *security holders dispose of their A standard renunciation form available from entitlements (except by sale through a the Share Registry broker)? 33 +Despatch date 15 January 2003

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities (tick one)

(a)

Securities described in Part 1

⁺ See chapter 19 for defined terms.

	All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

(If the additional securities do not form a new class, go to $43$ ) Tick to indicate you are providing the information or documents

۰

$(b)$

If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders.

If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

1 - 1.000
1,001 - 5,000
$5.001 - 10,000$
10.001 - 100.000
100,001 and over

37

A copy of any trust deed for the additional +securities

(now go to $43$ )

Entities that have ticked box 34(b)

• 38 Number of securities for which *quotation is sought
• 39 Class of *securities for which quotation is sought
• 40 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

If the additional securities do not rank equally, please state:

• the date from which they do $\bullet$
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

⁺ See chapter 19 for defined terms.

Reason for request for quotation now 41

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

		Number	+ Class
42	Number and + class of all + securities quoted on ASX ( including the securities in clause 38)

(now go to 43)

All entities

Fees

43

Payment method (tick one)
	Cheque attached
	Electronic payment made Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time.
	Periodic payment as agreed with the home branch has been arranged Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

Quotation agreement

• $\begin{array}{c} \end{array}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the ⁺securities to be quoted complies with the law and is not for an $\bullet$ illegal purpose.
• There is no reason why those "securities should not be granted "quotation. .
• An offer of the ⁺securities for sale within 12 months after their issue will not ė require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

⁺ See chapter 19 for defined terms.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any ⁺securities to be quoted under sections 737. 738 or 1016F of the Corporations Act at the time that we request that the securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the "securities to be quoted, it has been provided at the time that we request that the "securities be quoted.
• If we are a trust, we warrant that no person has the right to return the "securities" to be quoted under section 1019B of the Corporations Act at the time that we request that the "securities be quoted.
• $\mathfrak{Z}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before "quotation of the "securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Date 15/11/02

Sign here:

(Company Secretary)

Print name:

Peter J Lee

• See chapter 19 for defined terms.