Nova Minerals Ltd — Capital/Financing Update 2015

Aug 23, 2015

Quantum Resources Limited ABN 84 006 690 348

Level 1, 61 Spring Street Melbourne, Victoria 3000, Australia T + 61 3 9286 7500 | F + 61 3 9662 1472

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24 August 2015

Dear Shareholder

Quantum Resources Limited Pro-Rata Non-Renounceable Rights Issue

On Friday 21 August 2015, Quantum Resources Limited ACN 006 690 348 ( Quantum or the Company ) announced that it would undertake a pro-rata non-renounceable rights issue on a 1-for-1 basis ( Offer ) to holders of ordinary shares ( Shares ) in the Company ( Shareholders ) with a registered address in Australia or New Zealand ( Eligible Shareholders ) as at 7:00pm (Melbourne time) on Thursday 27 August 2015 ( Record Date ).

The Company has prepared an Offer Document in relation to the Offer. The Offer Document was lodged with the Australian Securities Exchange ( ASX ) on Friday 21 August 2015, and a copy is available on the ASX website at www.asx.com.au (ASX: QUR).

The Offer Document will be despatched to Eligible Shareholders in Australia and New Zealand on Monday 31 August 2015.

Treatment of ineligible shareholders

The Company has determined that it would be unreasonable to extend the Offer to shareholders with a registered address outside Australia or New Zealand, ( Ineligible Shareholders ) having regard to:

• the small number of shareholders with addresses in such other countries;

• the number and value of the shares they hold; and

• the cost to the Company of complying with applicable legal and regulatory requirements in such other countries.

Accordingly, Eligible Shareholders are those shareholders who:

• will be on the Company’s register of shareholders as at the Record Date; and

• have a registered address in Australia or New Zealand.

Details of the Offer

Pursuant to the Offer, which is made on a 1-for-1 basis, the Company will issue up to 936,908,700 fully paid ordinary Shares ( New Shares ) in the capital of the Company at an issue price of $0.001 each, to raise up to $936,908.70 (before costs of the Offer).

The rights issue offers Eligible Shareholders the right to take up 1 New Share for every 1 Share held as at the Record Date at an issue price of $0.001 per New Share ( Entitlement ). The right to subscribe for New Shares in accordance with an Entitlement under the Offer will be nonrenounceable. Shareholders who subscribe for their full Entitlement will also be entitled to apply for additional New Shares in excess of their full Entitlement under a shortfall facility. The Company will only issue up to the aggregate number of New Shares that are offered under the Offer, being 936,908,700 Shares, therefore it may be necessary to scale-back applications for additional shares under the shortfall facility if all applications exceed this number.

The Offer will not be underwritten. In the event that, following the close of the Offer a shortfall remains, the Directors reserve the right to place such shortfall shares at their discretion with persons interested in subscribing for shares in the Company within 3 months of the close of the Offer. The New Shares issued under the Offer will be fully paid and will rank equally with the Company’s existing Shares. The Company will make an application to the ASX for official quotation of the New Shares.

The number of Shares on issue in the Company at the date of this letter and the total number of Shares that will be on issue in the Company following the Offer, assuming the Offer is fully subscribed, are as follows:

EVENT	NO. OF SHARES
Shares on issue at date ofOffer Document	936,908,700
Maximum NewSharesissued pursuant to the Offer	936,908,700
**Maximum total Shares on issue after completion of the Offer **	1,873,817,400

Share consolidation

As announced by the Company on Friday 21 August 2015, Quantum will be holding an extraordinary general meeting of shareholders ( EGM ) on Monday 21 September 2015, at which the Company will propose a number of resolutions to shareholders, including a resolution seeking approval to consolidate the number of securities it has on issue into a smaller number in the ratio of 13 to 1 ( Consolidation ). The proposed Consolidation, if approved by shareholders at the EGM, will take effect after the EGM, in accordance with the timetable set out in the notice of the EGM which was lodged with ASX on Friday 21 August 2015, and despatched to all shareholders on the same day.

In accordance with the timetable below, the Company expects to complete the issue of the New Shares under the Offer on Wednesday 16 September 2015, prior to the date of the EGM and Consolidation (if approved). Accordingly, shareholders should note that if the Consolidation is approved at the EGM, any New Shares they receive under the Offer will be consolidated into a smaller number in the ratio of 13 to 1. For further information on the impact of the Consolidation on shareholders’ holdings in the Company, please refer to the Company’s notice of EGM and explanatory memorandum dated Friday 21 August 2015.

Purpose of Offer and use of funds

Quantum is making the Offer to raise funds. After payment of the costs and expenses of the Offer, the proceeds from the Rights Issue will firstly be used to strengthen Quantum’s balance sheet and discharge current liabilities. Any remaining funds will be applied to meet Quantum’s general working capital requirements, including payment of overheads, and to enable the Company to implement and execute its business objectives.

Offer timetable

EVENT Announcement of the Offer Lodgement of the following documents with ASX: • an Appendix 3B; • this Offer Document; and • a cleansing notice under section 708AA(2)(f) of the Corporations Act Notice sent to Shareholders containing ASX Appendix 3B details and indicative timetable “Ex” date where the Company’s existing shares will commence trading without the entitlement to participate in the Offer Record date to determine Entitlements under the Offer Opening Date for the Rights Issue Mailing of Offer Document and Entitlement and Acceptance Form to Eligible Shareholders
	DATE (2015)
	Friday 21 August
	Friday 21 August
	Monday 24 August
	Tuesday 25 August
	7.00pm (Melbourne time) Thursday 27 August
	Monday 31 August

Last day to extend Rights Issue Closing Date	Friday 4 September
Closing Date for the Rights Issue	5.00pm (Melbourne time) Wednesday 9 September
Shares quoted on a deferred settlement basis	Thursday 10 September
ASX notified of under subscriptions	Monday 14 September
New Shares for which valid applications have been received and accepted by the Company will be issued	Wednesday 16 September
Deferred settlement trading ends	Wednesday 16 September
Normal trading of New Shares on ASX expected to commence	Thursday 17 September
Mail out of holding statements for the New Shares	Tuesday 22 September
Deadline for placement of remaining shortfall	Wednesday 9 December

This timetable is indicative only and subject to change. Subject to the Corporations Act and the ASX Listing Rules, the Company reserves the right to vary these dates, including the closing date of the Offer, without prior notice.

The Company also reserves the right not to proceed with the whole or part of the Offer at any time prior to the issue date. In that event, application monies will be refunded in full without interest.

Dealing with Entitlements

Eligible Shareholders have the following alternatives available in relation to the Rights Issue:

1. accept their Entitlement in full;

2. accept their Entitlement in full and apply for additional shares under the shortfall facility;

3. partially accept their Entitlement; or

4. allow their Entitlement to lapse.

To the extent that Shareholders do not take up their Entitlement, their interest in the Company will be diluted.

Full details of the terms and conditions of the Offer will be contained in the Offer Document lodged with ASX and to be despatched to Eligible Shareholders in accordance with the timetable set out above.

Yours faithfully Alyn Tai Company Secretary