QUANTUM RESOURCES LIMITED [ABN 84 006 690 348] (“the Company”)

PROSPECTUS

A non-renounceable pro rata Rights Issue of 1 new share ( New Share ) for every 5 shares held on the Record Date at an issue price of 1.6 cents ($0.016) per New Share, with 1 free-attaching unlisted option ( New Option ) for each New Share issued, to raise up to approximately $989,247 before costs of the issue.

Each New Option will have an exercise price of 3.25 cents ($0.0325), expiry date of 31 August 2020 and will, upon exercise, entitle the holder to one ordinary fully paid share in the Company.

The Rights Issue is not underwritten.

The Rights Issue closes at 5.00pm (Melbourne time) on 18 November 2016 (which date may change without notice).

This Prospectus also contains an offer of 10,000,000 options, having the same terms as the New Options, to be issued, subject to shareholder approval, pursuant to Resolutions 4 and 6 of the Company’s Notice of Annual General Meeting ( AGM Options ).

THIS DOCUMENT IS IMPORTANT AND SHOULD BE READ IN ITS ENTIRETY

If you do not understand its contents, you should consult your stockbroker, accountant or other professional adviser without delay.

The New Shares and New Options offered under this Prospectus are considered speculative.

CORPORATE DIRECTORY

Quantum Resources Limited [ABN 84 006 690 348]

Directors

Mr Avi Kimelman – Executive Director Mr Eliahu Bernstein – Non-Executive Chairman Mr Ari Herszberg – Non-Executive Director

Company Secretary

Mr Adrien Wing

Registered Office

Level 17, 500 Collins Street Melbourne, Victoria, 3000 Telephone: +61 3 9614 0600 Facsimile: +61 3 9614 0550

Share Registry and Address for Return of Acceptances

Link Market Services Limited Level 1, 333 Collins Street Melbourne, Victoria, 3000

ASX Code

QUR

IMPORTANT NOTE

This Prospectus is dated 31 October 2016. A copy of this Prospectus was lodged with the Australian Securities & Investments Commission ( ASIC ) on the same date. Neither ASIC nor ASX Limited ( ASX ) nor their respective officers take any responsibility as to the contents of this Prospectus.

This Prospectus contains and applies to the offer of New Shares and New Options under the Rights Issue including the offer (if any) of New Shares from the shortfall during the 3 months after the Closing Date. It also contains an offer of 10,000,000 options, having the same terms as the New Options, the issue of which is the subject of Resolutions 4 and 6 of the Company’s Notice of Annual General Meeting.

You should read this document carefully before you make a decision to apply for New Shares. An investment in the Company has risks, which you should consider before making a decision to invest.

The New Shares and options offered under this Prospectus should be considered speculative.

RIGHTS ISSUE TIMETABLE

Lodgement of Prospectus 31 October 2016 “Ex” date (existing shares quoted on an ex rights basis) 3 November 2016 Record date to identify shareholders entitled to participate in the 4 November 2016 Rights Issue ( Record Date ) at 7pm (Melbourne time) Prospectus dispatched to shareholders entitled to participate in 9 November 2016 Rights Issue Closing Date at 5pm (Melbourne time) 18 November 2016 Notice of under-subscriptions given to ASX 23 November 2016 Issue Date 25 November 2016 Last date for placement of shortfall 18 February 2017

The above dates should be regarded as indicative only . Subject to the Corporations Act 2001 (Cth), the ASX Listing Rules and other applicable laws, the Company reserves the right to change the above dates, to close the Rights Issue before the date stated above, to extend the Closing Date and subsequent dates, or not to proceed with the Rights Issue. This may result in delays to the indicative timetable.

No securities will be issued on the basis of this Prospectus after 30 November 2017, being the expiry date of this Prospectus.

The AGM Options do not form part of the Rights Issue and are, subject to shareholder approval, expected to be issued on, or about, 1 December 2016.

1.	Details of the offers.................................................................................................................................. 7
2.	Purpose of the Rights Issue .................................................................................................................... 8
3.	Effect of the Rights Issue on the Company ............................................................................................. 9
4.	Effect of the Rights Issue on the Capital Structure of the Company ....................................................... 9
5.	Risks ...................................................................................................................................................... 12
6.	Acceptance Instructions ........................................................................................................................ 16
7.	Continuous Disclosure Obligations ....................................................................................................... 18
8.	ASX Announcements ............................................................................................................................ 19
9.	Terms of Securities Offered .................................................................................................................. 20
10.	Directors’ Interests................................................................................................................................. 21
11.	Taxation ................................................................................................................................................. 23
12.	Overseas Shareholders ......................................................................................................................... 23
13.	Privacy ................................................................................................................................................... 24
14.	Electronic Prospectus ............................................................................................................................ 24
15.	Investment Decisions ............................................................................................................................ 24
16.	Future Performance............................................................................................................................... 24
17.	Consents ............................................................................................................................................... 24
18.	Enquiries ................................................................................................................................................ 25

KEY INVESTMENT RISKS – SUMMARY

Please read and consider this Prospectus in full in conjunction with any specific matters which have or may be referred to in the Company’s ASX announcements before making any decision regarding taking up your entitlement to New Shares or any shortfall, exercising any existing options or making an investment in the Company. In particular, the risks described in Section 5 include risk areas considered specific to the Company, which are summarised below.

Risks associated with the option the Company currently holds (though its subsidiary Manitoba Minerals Pty Ltd) over the Thompson Brothers Lithium Project located in Canada. These risks include the risk the Company may not complete the expenditure necessary to enable it to exercise the option to acquire up to 95% ownership in the Thompson Brothers Lithium Project, and may therefore abandon it rights under the option, or may acquire 80% but not the maximum 95% ownership rights in the project. There are further counterparty risks associated with pursuit of the exercise of the option and country-specific risks associated with conducting minerals exploration in Canada.
There being no certainty any program or project will be successful, or, if any resources are identified, that such resources can or will be successfully or economically exploited within a particular timeframe, if at all.
Risk associated with financing and being able to raise further funds in the future, particularly as substantial further funding may be required to continue and complete the Company’s programs and projects, including to satisfy the conditions to the exercise of the option over the Thompson Brother Lithium Project.
Reliance on key management, employees and contractors.
Risk associated with the grant, maintenance and renewal of, and access to, tenements.
The Company having no demonstrated history of production or income and it not being envisaged that dividends will be paid in the foreseeable future.
Risks of mining and exploration including environmental regulation, compliance with standards, native title and cultural heritage requirements.
Risk the shareholding in the Company of shareholders who do not take up their entitlements pursuant to the Rights Issue will be diluted.

In addition to the above, there are other risks both specific to the Company and of a more general nature, such as general economic and market conditions.

ABOUT THE OFFER – SUMMARY

The following summary provides only a limited overview. Further detail is set out in this Prospectus. Please read and consider this Prospectus in full before making any decision regarding applying for New Shares, exercising existing options or investment in the Company.

Topic	Summary	For more information see:
What is the offer?	The offer (called theRights Issue) is a pro rata, non-renounceable offer of ordinary fully paid New Shares made to eligible shareholders to acquire up to a specified number of New Shares with one free-attaching New Option for each New Share issued. This Prospectus also contains an offer of AGM Options which is only capable of acceptance by the persons set out Section 6.4. The offer of AGM Options does not form part of the Rights Issue.	Sections 1.1 and 6.4
What is my entitlement to New Shares?	If you are an Eligible Shareholder, you are entitled to acquire 1 New Share for every 5 ordinary shares you hold at 7.00pm (Melbourne time) on the Record Date, with 1 free-attaching New Option for each New Share issued, on and subject to the terms of this Prospectus. If you are an Eligible Shareholder, your entitlement to New Shares and New Options is set out in a personalised Entitlement and Acceptance Form accompanying this Prospectus.	Section 1,1 and the personalised Entitlement and Acceptance Form accompanying this Prospectus
What is the offer price of New Shares?	1.6 cents ($0.016) per New Share.	Section 1.1
What are the terms of the New Options?	Each New Option has an exercise price of 3.25 cents ($0.0325), expiry date of 31 August 2020 and, upon exercise, entitles the holder to one fully paid ordinary share in the Company. The New Options will be unlisted. The Company intends, subject to meeting the listing requirements of the ASX, to apply for quotation of the New Options however the Company makes no guarantee as to whether the New Options will be admitted to quotation at any given time, or at all.	Sections 1.2 and 9.2
Am I an eligible shareholder?	Eligible Shareholders are shareholders of the Company registered as holders of Shares at 7.00pm (Melbourne time) on the Record Date whose address in the Company’s register of members is in Australia, New Zealand and Singapore (Eligible Shareholders).	Sections 1.1 and 9.2 and timetable on page 2
What if I am not an eligible shareholder?	The Company has decided it is unreasonable to make the Rights Issue offer outside Australia, New Zealand and Singapore having regard for:  the number of holders in places where the Rights Issue would be made;  the number and value of securities those holders would be offered; and  the cost of complying with the legal and regulatory requirements in those jurisdictions. Accordingly, if you are not an Eligible Shareholder, no offer is made to you.	Section 1.4

Topic	Summary	For more information see:
What is the purpose of the offer and how will the funds raised be used?	The Company is undertaking the Rights Issue to raise funds for proposed exploration expenditure, general administrative costs, working capital and to pay the costs of the Rights Issue as described in Section 2.	Section 2
How much will be raised by the offer?	The Rights Issue will raise approximately $989,247 before costs.	Section 4
Is the Rights Issue underwritten?	No, the Rights Issue is not underwritten.	Section 1.5
Are there any risks associated with an investment in the Company?	There are risks associated with investment in the Company. These include risks relating to the Company, risks relating to the offer and risks associated with financial investment generally. Please carefully consider the risks and the information contained in this Prospectus in conjunction with any specific matters which have or may be referred to in the Company’s ASX announcements before making any decision regarding your entitlement to New Shares and New Options or otherwise making an investment in the Company.	Page 3 and Section 5
What can I do with my entitlement under the Rights Issue?	You can do any of the following:  take up all of your entitlement (by accepting the offer in full);  take up all of your entitlement (by accepting the offer in full) and apply for additional shortfall shares (if any);  take up part of your entitlement (by accepting part of the offer) and allow the balance to lapse (and the balance will form part of the shortfall); or  do nothing, in which case all your entitlement will lapse and form part of the shortfall.	Section 6
Can I trade my entitlement?	No, the offer is non-renounceable.	Section 1.3
What happens if I do not take my entitlement, or take up only part of my entitlement?	Not taking up your entitlement in full may result in your interest in the Company being diluted. If you do not take up all of your entitlement by the Closing Date the New Shares to which you were entitled will form part of the shortfall.	Sections 1.6, 4.1 and 5.1(J)

Topic	Summary	For more information see:
How do I take up my entitlement (accept the Rights Issue)?	If you wish to take up (accept the offer for) all or part of your entitlement (or make an application for shortfall) you must either: (a) pay by BPAY using the BPAY details in the personalised Entitlement and Acceptance Form, so payment is received by no later than 5pm (Melbourne, Victoria time) on the Closing Date; or (b) complete and return the personalised Entitlement and Acceptance Form to Link Market Services Limited together with payment by cheque, bank draft or money order so the form and payment are received by the Share Registry by no later than 5pm (Melbourne, Victoria time) on the Closing Date. The amount payable if you are taking up your full entitlement is set out in the personalised Entitlement and Acceptance Form. If taking up less than your full entitlement, the amount payable is calculated by multiplying the number of New Shares you wish to take up by 1.6 cents ($0.016). Eligible Shareholders who take up their entitlement in full may also apply for additional New Shares and New Options from the shortfall which will be allocated in the manner described in Section 1.5.	Section 6.2
Is there a minimum subscription amount?	There is no minimum subscription amount. New Shares will be issued in response to valid acceptances of entitlements received. Entitlements not accepted will form part of the shortfall.
What are the tax implications of participating in the Rights Issue?	Taxation implications will vary depending upon the specific circumstances of shareholders. You should obtain your own professional advice as to the particular taxation treatment that will apply to you.	Section 11
How and when will I know if my acceptance was successful?	A holding statement confirming the issue of your New Shares and New Options is anticipated to be sent to you on or about 25 November 2016.	Section 6.3
Where can I find more information about the Company?	For more information on the Company please see the Company's website or refer to the Company’s ASX announcements (available on the ASX's website www.asx.com.au) (ASX code:QUR).	Section 7
What if I have any questions about the Rights Issue or how to accept or deal with my entitlement?	You should consult your stockbroker, accountant, solicitor or other professional adviser before making any decision regarding applying for New Shares. If you have any questions regarding how to complete and return the acceptance form, contact details will be included in the Company’s Entitlement and Acceptance Form. Questions concerning the Rights Issue can also be directed to the Company Secretary, Mr Adrien Wing, on +61 (3) 9614 0600.	Section 18

1. Details of the offers

1.1 The Rights Issue

Quantum Resources Limited ( the Company or Quantum ) offers to its shareholders, as recorded on the share registry records on the Record Date and who have a registered address in Australia, New Zealand or Singapore (each an Eligible Shareholder ), the right to participate in a non-renounceable rights issue of 1 new fully paid ordinary shares ( New Shares ) for every 5 existing shares ( Shares ) held at the Record Date at an issue price of 1.6 cents ($0.016) per New Share ( the Rights Issue ), with 1 free-attaching option ( New Option ) to acquire an ordinary fully paid share in the Company for each New Share issued. The Rights Issue will raise up to approximately $989,247 (before costs).

Fractional entitlements to New Shares will be rounded up.

1.2 Exercise price and expiry date of New Options

New Options have an exercise price of 3.25 cents ($0.0325), expiry date of 31 August 2020 and, upon exercise, entitle the holder to one ordinary fully paid share in the Company.

Further terms of New Options are set out at section 9.2 of this Prospectus.

This Prospectus also contains an offer of 10,000,000 AGM Options, having the same terms of the New Options, which does not form part of the Rights issue and is only capable of acceptance by the persons set out in Section 6.4.

1.3 No Rights Trading

Entitlements to New Shares and New Options pursuant to the Rights Issue are not renounceable and accordingly, there is no ability to trade rights on ASX or elsewhere.

1.4 Non-qualifying Foreign Shareholders

Only shareholders with addresses in the Company’s register of members in Australia, New Zealand and Singapore are eligible to participate in the Rights Issue.

The Company has decided that it is unreasonable to make the Rights Issue offer outside Australia, New Zealand and Singapore having regard for:

the number of holders in places where the Rights Issue would be made;
the number and value of securities those holders would be offered; and
the cost of complying with the legal and regulatory requirements of regulatory authorities in those jurisdictions.

A total of 52,915,185 Shares (17.12% of existing issued Shares) are held by 168 non-qualifying foreign shareholders in 14 different countries. These Shares of the non-qualifying foreign shareholders are equivalent to entitlements to 10,853,037 New Shares (approximately $169,328 at the 1.6 cent issue price). The entitlements of non-qualifying foreign shareholders will form part of the shortfall.

1.5 Underwriting

The Offer is not underwritten.

1.6 Shortfall

Any part of your entitlement to New Shares under this Prospectus not taken up will form part of the shortfall.

If you are an Eligible Shareholder and you apply for your full entitlement you may also apply for more New Shares than the number shown on your Entitlement and Acceptance form. To do this, please complete Section B in the Entitlement and Acceptance Form.

The issue of additional New Shares in response to applications for additional New Shares will depend on there being sufficient shortfall available after all valid acceptances of entitlements are fulfilled. The allocation of

shortfall to Eligible Shareholders will be at the discretion of the Board. The Board will endeavour, where possible, to allot shortfall shares (whether to Eligible Shareholders or third parties) to a spread of investors in order to mitigate the control effects which may otherwise arise from issuing shortfall to a single or small number of investors.

At the Company’s Annual General Meeting to be held on 30 November 2016, shareholders will be asked to approve:

Mr Kimelman having the right, but not the obligation, to subscribe for up to 15,000,000 New Shares and free-attaching New Options from the shortfall; and
Mr Herszberg and Mr Bernstein each having the right, but not the obligation, to subscribe for up to 2,000,000 New Shares and free attaching New Options each from the shortfall.

The number of New Shares (and free-attaching New Options) that you receive as a result of a shortfall application (if any) will depend on the extent to which Eligible Shareholders accept their entitlements to the Rights Issue, the extent to which Eligible Shareholders who accept their entitlement in full apply for shortfall and the discretion of the Board to accept or reject shortfall applications in whole or in part. Additional New Shares and free-attaching New Options will not be issued to shareholders or others from the shortfall where to do so would involve a breach of the ASX Listing Rules, the Corporations Act or any applicable law.

The Company also reserves the right to offer and issue shortfall New Shares and New Options at its discretion within 3 months after the Closing Date. The offer of New Shares and free-attaching New Options from the shortfall is an offer of the New Shares and free-attaching New Options offered under the Rights Issue not otherwise taken up by Eligible Shareholders.

The Company will seek to place any unallocated shortfall remaining after all shortfall applications from Eligible Shareholders are filled with third-party investors which are not related parties of the Company (save and except any issues made to the Directors with shareholder approval contemplated above).

As noted above, to the extent that it is commercially practicable, and taking into account QUR’s funding requirements, the Board will endeavour to allot the shortfall to a spread of investors in order to mitigate any control effects which may arise from issuing New Shares from the shortfall to a single or small number of investors. In any event, no subscriber will be permitted to acquire shares from the shortfall to the extent that such acquisition would result in the subscriber (either alone or in conjunction with its associates) obtaining voting power in QUR in excess of 20% in breach of Chapter 6 of the Corporations Act or would otherwise be contrary to the Corporations Act or the ASX Listing Rules.

1.7 ASX Listing

The Company will apply to ASX for admission of the New Shares to official quotation within 7 days of lodgement of this Prospectus. The fact that ASX may grant official quotation to the New Shares is not to be taken in any way as an indication of the merits of the Company or those securities.

If ASX does not grant permission for the Official Quotation of the New Shares within three months after the date of issue of this Prospectus (or such period as is permitted by the Corporations Act), the Company, in its absolute discretion, will either repay the acceptance monies to applicants without interest or (subject to any necessary ASIC or ASX waivers or consents being obtained) issue a supplementary or replacement prospectus and allow applicants one month to withdraw their acceptances and be repaid their acceptance monies without interest.

The New Options and AGM Options will be unlisted however the Company intends, subject to meeting the ASX listing requirements, to apply for quotation of the New Options and AGM Options however the Company makes no guarantee that the New Options or AGM Options will be admitted to quotation at any given time, or at all.

2. Purpose of the Rights Issue

The Company is undertaking the Rights Issue to raise capital for the purposes set out below:

As previously disclosed, upon acquisition of Manitoba Minerals Pty Ltd, the Company acquired an option to earn up to a 95% ownership interest in the Thompson Brothers Lithium Project located in Wekusko Lake, Manitoba, Canada ( Project Option ). In order to exercise the Project Option, the Company must make certain payments and fund exploration activities on the tenements over a period of 5 years. Funds from the Rights Issue may be applied to exploration and development of the Thompson Brothers Lithium Project and payment obligations under the Project Option.
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The Company holds existing explorations assets in Australia, including the Telfer Project and the Tanami (Officer Hills JV) Project. Funds raised from the Rights Issue may be used for the maintenance costs of these tenements.
The Company seeks and engages in discussions on an ongoing basis in respect of potential new investment opportunities both in Australia and overseas. Funds may be used to fund costs associated with identifying, investigation and pursuing new opportunities. While the Company continues to seek and negotiate potential investment opportunities, there is no certainty any arrangement(s) will be finalised on particular terms, at specific times, or at all. The Company will make announcements in respect of such discussions or negotiations in accordance with its disclosure obligations should such developments occur.
Funds will be also be applied to meet general administrative and working capital requirements of the Company and to meet the costs of the Rights Issue.

The table below sets out the indicative use of funds assuming the Rights Issue is fully subscribed or, alternatively, assuming the Rights Issue is 50% subscribed:

Use of Funds	Assuming Rights Issue if 50% subscribed and raises $494,623	Assuming Rights Issue is fully subscribed and raises $989,247
Exploration and development	$265,000	$500,000
Working Capital	$178,758	$438,382
Costs of the Offer	$50,865	$50,865

3. Effect of the Rights Issue on the Company

The effect of the Rights Issue on the Company will be to:

provide the funds to undertake the activities described in Section 2; and
alter the capital structure of the Company as described in Section 4.

4. Effect of the Rights Issue on the Capital Structure of the Company

4.1 Shares and Options

Capital Structure

The tables below set out the existing capital structure of the Company and the effect on the Company’s capital structure of issuing the New Shares offered under this Prospectus.

SHARES
Existing issued ordinary shares	309,139,826
Shares offered under this Prospectus*	61,827,966
Total*	370,967,792

*Approximate/subject to rounding.

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OPTIONS

	Number of options	Expiry Date	Exercise price
Unlisted Options	52,000,000	17 November 2018	$0.0325
Unlisted Options	7,500,000	31 August 2019	$0.02
Unlisted Options	17,000,000	31 August 2020	$0.0325
New Options to be issued under this Prospectus	61,827,966	31 August 2020	$0.0325
AGM Options offered under this Prospectus	10,000,000	31 August 2020	$0.0325
Total	148,327,966	-	-

Dilution

Shareholders who take up their rights pursuant to the Rights Issue will not be diluted, and will maintain or increase their existing proportional (percentage) interest in the Company (although may subsequently be diluted as a result of the exercise of New Options).

The percentage shareholding in the Company of shareholders who do not take up their rights pursuant to the Rights Issue will be diluted. Examples of the impact of dilution on existing holders where a shareholder does not take up its entitlement are set out below:

Shareholder (example)	Holding at the Record Date	% at the Record Date	1 for 5 entitlement under the Rights Issue	Holding if entitlement not taken up	As % of total Shares on issue after the Rights Issue
A	500,000	0.16%	100,000	500,000	0.13%
B	1,000,000	0.32%	200,000	1,000,000	0.27%
C	2,000,000	0.65%	400,000	2,000,000	0.54%
D	5,000,000	1.62%	1,000,000	5,000,000	1.35%
E	10,000,000	3.23%	2,000,000	10,000,000	2.70%

Note: The table above assumes that any shortfall is taken up in full and that the total number of issued shares of the Company following completion of the Rights Issue is 370,967,792 shares. It is further assumed the notional Shareholders in the examples above do not acquire or dispose of shares and that no existing options or New Options are converted into ordinary shares.

4.2 Pro-Forma Consolidated Statement of Financial Position of the Company

The pro-forma Consolidated Statement of Financial Position (set out below) has been prepared to illustrate the effects of the Rights Issue if it were 50% or 100% subscribed as if it had occurred on or before 30 June 2016 (and incorporates the adjustments set out in Notes 1-4 which have occurred since 30 June 2016). This pro-forma Consolidated Statement of Financial Position should be read in conjunction with the consolidated financial statements of the Company for the year ended 30 June 2016.

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Assets Current Assets Cash and cash equivalents Receivables & Other Assets Total current assets Non-current Assets Exploration and evaluation expenditure Other financial assets Total non-current assets Total assets Liabilities Current Liabilities Trade and other payables Other liabilities Total current liabilities Total liabilities Net Assets/(Deficiency) Equity Issued capital Options Reserve Accumulated losses Total Equity/(Deficiency)	30 June 2016 (Audited) Post 30 June 2016 Adjustments Notes Pro-Forma including Rights Issue if 50% Subscribed [5] (Unaudited) Pro-Forma including Rights Issue if 100% Subscribed [6] (Unaudited) 70,814 138,744 [1 ,2 ,3] 653,316 1,147,940 103,468 (103,468) [2, 3] 0 0
	174,282 653,316 1,147,940
	0 0 0 0 1,817,682 [2 ,4] 1,817,682 1,817,682
	0 1,817,682 1,817,682
	174,282 2,470,998 2,965,622
	175,327 (126,395) [3] 48,932 48,932 0 0 0
	175,327 48,932 48,932
	175,327 48,932 48,932
	(1,045) 2,422,066 2,916,690
	59,014,227 2,000,000 [1. 4] 61,427,072 61,952,609 100,000 100,000 100,000 (59,115,272) (20,647) [3] 59,135,919 59,135,919
	(1,045) 2,422,066 2,916,690

NOTES TO PRO-FORMA STATEMENT OF FINANCIAL POSITION:

The pro-forma Statement of Financial Position at 30 June 2016 has been adjusted to reflect the following post-30 June and pro-forma adjustments:

The advance and subsequent conversion to equity of a $400,000 loan facility which was the subject of the Company’s ASX announcements on 19 July 2016 and 16 October 2016.
Investments and costs associated with the Company’s acquisition of Manitoba Minerals Pty Ltd comprised of: (a) the issue of 5,000,000 ordinary shares (at a deemed issue price of $0.02 per share) to Bullrun Capital Inc. (aggregate $90,000); and (b) a subscription by the Company for 2,500,000 shares in Ashburton Ventures Inc. for a subscription sum of A$127,682).
Effect of reduction in working capital subsequent to 30 June 2016 including administrative costs, professional and advisors fees and exploration expenditure,
The issue of 100,000,000 ordinary shares as consideration for the acquisition of Manitoba Minerals Pty Ltd at a deemed issue price of $0.016 (aggregate $1,600,000).

In addition to the post 30 June 2016 adjustments:

The pro-forma Statement of Financial Position including Rights Issue if 50% subscribed has been adjusted to incorporate net proceeds of the Right Issue (after costs) of $443,758.
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The pro-forma Statement of Financial Position including Rights Issue if 100% subscribed has been adjusted to incorporate net proceeds of the Right Issue (after costs) of $938,382.

BASIS OF PREPARATION OF PRO-FORMA STATEMENT OF FINANCIAL POSITION

The above pro-forma statement has been prepared in accordance with ASIC Regulatory Guide 230 Disclosing non-IFRS Financial Information issued in December 2011.

The Annual Financial Statements for the year ended 30 June 2016 have been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and settlement of liabilities in the normal course of business. The auditor’s report in the Annual Financial Statements for the years ended 30 June 2016 contains a going concern emphasis of matter. The 30 June 2016 Annual Financial Statements is taken to be included in this Prospectus by operation of section 712 of the Corporations Act. Investors may request a copy of the 30 June 2016 Annual Financial Report during the application period. In addition, a copy may be downloaded from the Company’s announcement page on the ASX web-site.

The pro-forma statement of financial position is based on audited accounts at 30 June 2016 and has been prepared to provide shareholders with information on the assets and liabilities of the Company and pro-forma assets and liabilities of the Company following completion of the Rights Issue. The pro-forma financial information is presented in abbreviated form insofar as it does not include all of the disclosures required by Australian Accounting Standards application to annual financial statements.

4.3 Costs of the offers

The estimated anticipated costs of the Rights Issue are as follows:

Cost	Amount ($) (exclusive of GST)
Legal Fees	$10,000
Printing and administrative fees	$26,000
Regulatory fees	$14,865
TOTAL	$50,865

5. Risks

The New Shares and options offered under this Prospectus are considered speculative. There are various factors, both specific to the Company and general, which may affect the future operating and financial performance of the Company and the value of any investment in the Company.

Some of these factors can be mitigated through safeguards and appropriate commercial action and controls. However, many are outside the control of the Company and therefore cannot be mitigated. There are also general risks associated with share investment. Hence, investors should be aware that the performance of the Company may be affected and the value of its Shares may rise or fall over any given period.

This section describes certain (non-exhaustive) risks associated with investment in the Company. Prior to making an investment decision, prospective investors should carefully consider the following risk factors, as well as all other information contained in this Prospectus.

5.1 Company Specific Risks

(A) Risks of non-exercise or abandonment of Option

The Company may (through its subsidiary) elect not to pursue, or not complete the expenditure required for, the exercise of the Project Option to acquire up to a 95% ownership interest in the Thompson Brothers Lithium Project and therefore abandon the Project Option in full. The Company (though its subsidiary) may also only complete expenditure sufficient to exercise the Project Option to acquire an interest in 80%, but not 95% of the project. The Project Option requires certain payments be made and requires funding of exploration expenditure in order for the Company’s subsidiary to obtain it rights to acquire up to 95% of the Thompson Brothers Lithium Project. There is a risk that the Company may, in the future, having made some or a substantial part of this expenditure elect not to

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pursue the Project Option for reasons which may include changes in commodity prices and an assessment of the results of its exploration activities.

(B)

Counterparty Risk

The Company (through its subsidiary) holds it rights to the Project Option via a contractual arrangement with a Canadian entity, Ashburton Ventures Inc. ( ABR ). ABR holds its rights via a further contractual arrangement with the holders of the tenements which comprise the Thompson Brothers Lithium Project. There is a risk the counterparties to these contractual arrangements may fail to perform their obligations under existing or future agreements. This could lead to delays, increase in costs, disputes or litigation. There can be no assurance that the Company would be successful in seeking remedies or enforcement of its rights through legal actions should such disputes occur.

(C) Country Specific Risks

In pursuing its rights to the Thomson Bros. Lithium Project, the Company will be subject to countryspecific risks associated with seeking to explore and develop assets in Canada. The Company‘s ability to carry on business in the normal course may be adversely affected by considerations associated with economic instability or change, changes in regulatory regimes affecting foreign ownership, exchange rate fluctuations, and/or changes to mining licensing and regulatory regime.

In addition, the Company’s ability to successfully exploit projects commercially may depend on robust transport and service infrastructure and availability of labour. Material delays in the transportation of equipment, supplies or resources or the lack of availability of reliable and adequately skilled labour may have an adverse effect on the Company’s business and financial condition.

(D) Grant, maintenance and access to tenements

The implementation of the Company’s planned minerals exploration projects requires government licences, permits and other approvals, principally in the form of government instruments. Obtaining approval for the grant of tenements and ensuring compliance with the conditions of the grant can be complex, costly and time consuming and are therefore not assured. In addition, the maintenance of tenements requires compliance with annual expenditure and reporting requirements. Failure to obtain or renew a tenement, or a failure to comply with reporting requirements, could mean the Company would be unable to proceed with the continued exploration and development of a particular project. This in turn would likely adversely affect the Company’s financial condition and prospects. The permits the Company needs may not be issued, maintained or renewed either in a timely fashion or at all which could also adversely affect its financial position or prospects.

There are or may be various restrictions operating to exclude, limit or impose conditions upon the Company’s ability to conduct exploration activities on parts of all of the Company’s projects. These restrictions include:

exclusions from pursuing exploration on certain areas of Commonwealth land;
requirements arising from Native Title legislation and claims;
requirements arising from state legislation relating to Aboriginal heritage, culture and objects;
environment based conditions and restrictions;
access procedures and compensation requirements in relation to privately held land; and
access procedures and conditions in relation to land falling within deeds of grant in trust.

The Company will formulate its exploration plans to accommodate and work within the access restrictions outlined, however the requirements can be complex and sometimes require approvals, consents or negotiations involving government and third parties. As such, there is a risk one or more

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of these access issues may prevent the Company from implementing its intended exploration plans which may thereby adversely affect the Company’s financial position and prospects.

(E) Mining and exploration risk

The Company undertakes programs and projects on exploration tenements with significant exploration risk.

The business of exploration, mineral development and production by its nature is highly risky. The success of the Company will depend on the successful development of resources and successful management of operations.

There is no certainty any program or project will be successful, or that if any resources are identified that they can or will be successfully or economically exploited within a particular timeframe or at all.

(F) Environmental regulation and risk

State and federal laws and regulations regarding environmental hazards set various standards regulating certain aspects of health and environmental quality, and with penalties and other liabilities for the violation of such standards. The laws and regulations establish, in certain circumstances, obligations to remediate facilities or locations where operations are or were conducted.

Significant liability can be imposed on the Company for damages, clean-up costs, or penalties for noncompliance with environmental laws or regulations, for example, due to discharges into the environment, and can include environmental damage caused by previous holders of rights in locations held or acquired by the Company or its subsidiaries. Similar laws and regulations may also exist in jurisdictions in which the Company may do business in the future.

(G) Financing

Substantial further funding may be required to continue and complete the Company’s programs and projects. The Company’s ability to take advantage of opportunities may depend in part on its ability to raise additional funds. There can be no assurance that any such funding will be available to the Company on favourable terms or at all.

(H) Reliance on key management and employees

The Company is reliant upon individuals with responsibility of overseeing the operations and management of the Company and will be dependent on the Company being able to attract and retain qualified management, technical and other personnel. Cessation of the availability, employment or engagement of one or more of its officers, employees or contractors may have a detrimental impact on the Company.

(I) Lack of production, income or dividends

The Company has no demonstrated history of production or of generating income. There is no certainty that production may start or income be generated at any particular time or at all, or that production or the levels of revenue (if achieved) will be profitable.

The Directors cannot give any assurance concerning the extent and timing of future dividends (if any) as this will depend on the future profitability and financial position of the Company as well as other economic factors. It is not envisaged that dividends will be paid in the foreseeable future.

(J)

Dilution

The percentage shareholding in the Company of existing shareholders who do not take up their rights in full pursuant to the Rights Issue will be diluted. Shareholders who do not take up their rights in full may be diluted depending on the extent to which the Rights Issue is subscribed by other shareholders

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or third-parties who apply for and received New Shares from any shortfall. Further details of the potential dilutive impact of the Rights Issue are set out in Section 4.1.

Shareholders may also be diluted upon exercise of New Options or AGM Options (although there is no guarantee that any New Options or AGM Options will be exercised).

(K) Speculative nature of investment

Acquiring or dealing with shares and options involves risks. An investment in the Company involves risks that may be higher than risks associated with investment in other companies.

No guarantee can be given about the market value or price of New Shares, New Options or AGM Options (which may be less than the issue price).

There can also be no guarantee the Company’s share price will be greater than the exercise price of the New Options or AGM Options during the period up their expiry. Accordingly, there is a risk the New Options or AGM Options will be out of the money during the exercise period, which would affect their value.

The New Shares and any shares issued upon exercise of New Options or AGM Options carry no guarantee with respect to payment of dividends, return of capital or their market value or price. No guarantee can be given that the Company’s share price will be greater than the exercise price.

5.2 General Risks

(A)

Litigation risks

The Company is exposed to possible litigation risk including contractual disputes, occupational health and safety claims and employee claims. The Company may be involved in disputes with other parties in the future, potentially resulting in litigation. Any such claim or dispute, if proven, may adversely impact the Company’s operations, financial performance and financial position.

(B)

Liquidity

There can be no assurance there will be, or continue to be, an active market for shares or that the price of shares will increase.

(C) Economic risks

General economic conditions, movements in interest and inflation rates and currency exchange rates may adversely affect the Company’s activities, as well as its ability to fund those activities. Further, share market conditions may affect the value of Company securities regardless of the Company’s operating performance. Share market conditions are affected by many factors, such as:

general economic outlook;
interest rates and inflation rates;
currency fluctuations;
changes in investor sentiment toward particular market sectors;
the demand for, and supply of, capital; and
terrorism or other hostilities.

(D)

Taxation

There may be tax implications arising from applications for New Shares, the receipt of dividends both franked and unfranked (if any) from the Company, participation in any on-market buy-back and on the future disposal of Shares.

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5.3 Above risk factors not exhaustive

The above risk factors should not be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of New Shares offered under this Prospectus.

Potential investors should consider that investment in the Company is speculative and should consult their professional advisors before making any decision regarding applying for New Shares or investment in the Company.

6. Acceptance Instructions

6.1 Choices available under the Rights Issue

Eligible Shareholders may:

exercise their rights to participate in the Rights Issue (and take up their Rights Issue entitlement) in full; or
exercise their rights to participate in the Rights Issue (and take up their Rights Issue entitlement) in full and apply for additional New Shares from the shortfall (if any); or
exercise their rights to participate in the Rights Issue (and take up their Rights Issue entitlement) in part; or
take no action under this offer, and allow their Rights Issue entitlement to lapse.

Shares represented by Rights Issue entitlements not taken up will become part of the shortfall.

6.2 Completing an Entitlement and Acceptance Form

Unless paying by BPAY®* (see below), all acceptances of entitlements to New Shares must be made on the personalised Entitlement and Acceptance Form accompanying this Prospectus in accordance with the instructions set out in on the form.

® Registered to Bpay Pty Ltd ABN 69 079 137 518

For payments by cheque, money order or BPAY:

Your acceptance of entitlements to New Shares or payment may not be effective if received after 5:00pm (Melbourne time) on the Closing Date or such later date as the Company may specify, in which case no New Shares would be issued to you in respect of your acceptance or payment, and any payment received will be refunded to you after the date of allotment in accordance with the Corporations Act, without interest.

The amount payable on acceptance will be deemed not to have been received until the Company is in receipt of cleared funds. Payments in cash will not be accepted.

If the amount of payment received is insufficient to pay in full for the number of New Shares you have accepted or is more than required for the number of New Shares you have accepted, you will be taken to have accepted the lesser of your entitlement or such whole number of New Shares which is covered in full by your payment.

If paying by BPAY:

To accept your entitlement and pay via BPAY, you should:

read this Prospectus and the Entitlement and Acceptance Form in their entirety and seek appropriate professional advice if necessary; and
make your payment via BPAY for the number of New Shares you wish to subscribe for (being the Rights Issue offer price of 1.6 cents ($0.016) per New Share multiplied by the number of New Shares for which you are accepting your entitlement plus any shortfall shares) so that it is received no later than 5:00pm (Melbourne time) on the Closing Date, or such later date as the Company may specify. You can only make a payment via BPAY if you are the holder of an account with an Australian financial institution.

If you choose to pay via BPAY you are not required to submit the Entitlement and Acceptance Form .

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If your BPAY payment is received by 5:00pm (Melbourne time) on the Closing Date or such later date as the Company may specify, New Shares accepted are anticipated to be issued to you on or before the date set out in the timetable on page 2 of this Prospectus (which date may change without notice).

You should be aware that your financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment. You may also have your own limit on the amount that can be paid via BPAY. It is your responsibility to check that the amount you wish to pay via BPAY does not exceed your limit. The Company and the Share Registrar accept no responsibility for unsuccessful, delayed, or incomplete BPAY payments.

If you have multiple holdings you will have multiple BPAY reference numbers. To ensure that you receive your entitlement in respect of each holding, you must use the customer reference number shown on each personalised Entitlement and Acceptance Form when paying for any New Shares that you wish to accept your entitlement for in respect of that holding. Payments in excess of the amount payable for one holding will not be treated as payment for another holding, and the excess will be refunded to the applicant without interest.

If paying by cheque or money order:

To accept your entitlement and pay by cheque or money order, you should:

read this Prospectus and the Entitlement and Acceptance Form in their entirety and seek appropriate professional advice if necessary; and
complete the personalised Entitlement and Acceptance Form which accompanies this Prospectus (instructions for completing and returning the Entitlement and Acceptance Form are set out on the form); and
return the completed Entitlement and Acceptance Form together with a cheque or money order for the applicable amount (being the Rights Issue offer price of 1.6 cents ($0.016) per New Share multiplied by the number of New Shares for which you are accepting your entitlement) to:

Quantum Resources Limited C/- Link Market Services Limited GPO Box 3560 SYDNEY, NSW, 2001

so that it is received by no later than 5:00pm (Melbourne time) on the Closing Date (which is set out in the timetable on page 2 of this Prospectus), or such later date as the Company may specify. The Company and the Share Register accept no responsibility for delayed or misdelivered Entitlement and Acceptance Forms or payments.

If you choose to pay by cheque or money order you must submit the completed Entitlement and Acceptance Form .

Cheques should be made payable to “Quantum Resources Limited” and crossed “Not Negotiable”. Cheques must be payable in Australian dollars, drawn on an Australian branch of an Australian bank.

6.3 Further Information on Rights Issue

If you have any questions about your entitlement, please contact the Company Secretary, Mr Adrien Wing, on +61 (3) 9614 0600. Alternatively, contact your stockbroker or other professional adviser.

The issue of New Shares and New Options is expected to occur after the Closing Date on or before the date set out in the timetable on page 2 of this Prospectus (which date may change without notice). Thereafter holding statements will be despatched. It is the responsibility of recipients to determine their allocation prior to trading in New Shares. Recipients trading New Shares before they receive their statements will do so at their own risk.

The Company may reject an acceptance where payment of the acceptance amount is not received or a cheque is not honoured, or without prejudice to its rights, issue New Shares in response to the acceptance and recover outstanding acceptance amount from the recipient. If your Entitlement and Acceptance Form is not completed correctly it may still be treated as a valid application for New Shares. The Directors' decision in whether to treat a form as valid and how to construe, amend or complete the form is final. The Company accepts no responsibility for failure by your stockbroker or other third parties to carry out your instructions.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. Persons resident in countries outside Australia, New Zealand and Singapore should consult their professional advisers as to whether any governmental or other consent is required or whether

18 -

formalities need to be observed to enable them to acquire New Shares. Return of an Entitlement and Acceptance Form or payment will be taken by the Company to constitute a representation that there has been no breach of such requirements.

No account has been taken of the particular objectives, financial situation or needs of recipients of this Prospectus. Because of this, recipients of this Prospectus should have regard to their own objectives, financial situation and needs.

Recipients of this Prospectus should make their own independent investigation and assessment of the Company, its business, assets and liabilities, prospects and profits and losses, and the risks associated with investing in the Company. Independent expert advice should be sought before any decision is made to accept the Rights Issue offer, or to acquire New Shares or other securities of the Company.

6.4 AGM Option Offer

The offer of AGM Options made under this Prospectus is only made to, and is only capable of acceptance by, Northern Star Nominees Pty Ltd and Avi Kimelman (or their nominees) subject to the Company obtaining approval for the issues at its upcoming Annual General Meeting. The issue of the AGM Options is the subject of Resolutions 4 and 6 of the Notice of Annual General Meeting which notice will be lodged at, or about, the time of this Prospectus. The Company will provide the invitees of the offer of AGM Options with personalised application forms. The offer of AGM Options does not form part of the Rights Issue.

7. Continuous Disclosure Obligations

This Prospectus is issued by the Company in accordance with the provisions of the Corporations Act applicable to a prospectus for continuously quoted securities.

Section 713 of the Corporations Act enables a company to issue a special prospectus where the securities under that prospectus are continuously quoted securities, or options over continuously quoted securities, within the meaning of the Corporations Act. This generally means that the relevant securities are in a class of securities, or options over a class of securities, that were quoted enhanced disclosure securities at all times during the 3 months before the date of this Prospectus and that other requirements relating to the Company not being subject to various exemptions and orders under the Corporations Act within the last 12 months are met.

In summary, special prospectuses are required to contain information in relation to the effect of the offer of securities on the company and the rights and liabilities attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company. Accordingly, this Prospectus does not contain the same level of disclosure as a prospectus of an unlisted company or an initial public offering prospectus.

Having taken such precautions and having made such enquiries as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 12 months before the date of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

For the purpose of satisfying section 713(5) of the Corporations Act a prospectus must incorporate information if such information:

(a) has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and
(b) is information that investors and their professional advisors would reasonably require for the purpose of making an informed assessment of:
the assets and liabilities, financial position and performance, profit and losses and prospects of the Company; and
the rights and liabilities attaching to the securities being offered.

The prospectus must contain this information only to the extent to which it is reasonable for investors and their professional advisors to expect to find such information in the prospectus. The Company is not aware of any matters that need to be disclosed under this section of the Corporations Act that have not been previously disclosed or which have not been set out in this Prospectus.

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From time to time the Company seeks and engages in discussions on an ongoing basis in respect of potential new investment opportunities both in Australia and overseas. Funds may be used to fund the costs associated with identifying, investigating and pursuing new opportunities. From time to time the Company may also investigate opportunities for the divestment of non-core assets and businesses. While the Company may seek and negotiate potential investment or divestment opportunities in this respect, there is no certainty that any arrangement(s) will be finalised on particular terms, at a specific time, or at all. The Company will make further announcements in respect of any such discussions or negotiations in accordance with its disclosure obligations as developments occur.

As a disclosing entity under the Corporations Act, the Company is subject to regular reporting and disclosure obligations. Copies of documents lodged with ASX and ASIC in relation to the Company may be obtained from or inspected by accessing the respective web sites.

Any person may request, and the Company will provide free of charge, a copy of each of the following documents during the acceptance period of this Prospectus:

(a) the Annual Financial Report of the Company for the financial year ended 30 June 2016 (lodged with ASX on 20 September 2016), being the most recent annual financial report of the Company before the lodgement of this Prospectus with ASIC; and
(b) any continuous disclosure notices given by the Company since the lodgement of the Annual Financial Report referred to in (b) above before lodgement of this Prospectus. Continuous disclosure notices given by the Company since the lodgement of the Annual Financial Report to the date of this Prospectus are listed in Section 8 of this Prospectus.

Such documents are also available on-line from the ASX website.

8. ASX Announcements

The following announcements (continuous disclosure notices) have been made to ASX since the Company lodged its audited financial statements (Annual Report) for the year ended 30 June 2016:

Date	Headline
28/10/2016	Quarterly Activities and Cashflow Report
27/10/2016	Exploration Update - Thompson Bros Lithium Project
26/10/2016	Change in substantial holding
10/10/2016	Ceasing to be a substantial holder
06/10/2016	Change of Director's Interest Notice X 3
06/10/2016	Completion of Acquisition - Advanced Lithium Project
20/09/2016	Appendix 4G and Corporate Governance Statement

Any person may request, and the Company will provide free of charge, a copy of any of the above announcements during the application period of this Prospectus.

The Company may make further announcements to ASX from time to time. Copies of announcements are released by ASX on its website, www.asx.com.au. Copies of announcements can also be obtained from the Company upon request and will be made available at the Company’s website. Prospective investors are advised to refer to ASX’s website for updated releases about events or matters affecting the Company.

In making statements in this Prospectus it is noted that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

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9. Terms of Securities Offered

9.1 New Shares

The New Shares will be fully paid ordinary shares in the capital of the Company, which will rank equally with, and will have the same voting and other rights as the existing issued shares of the Company. The rights attaching to the Company's shares are set out in the Company's Constitution, the Listing Rules of ASX and the Corporations Act. The Company's Constitution has been lodged with ASIC. The Constitution contains provisions of the kind common for public companies in Australia and is taken to be included in this Prospectus by operation of section 712 of the Corporations Act. Any person may request a copy of the Constitution during the application period of this Prospectus, which the Company will provide free of charge.

9.2 New Options and AGM Options

Rights attaching to the New Options and AGM Options offered under this Prospectus are as follows:

The options (“Options”) entitle the holder to subscribe for fully paid ordinary shares of the Company (“Shares”) on the following terms and conditions:

Each Option gives the Optionholder the right to subscribe for one share. To obtain the right given by each Option, the Optionholder must exercise the Options in accordance with these terms and conditions.
If the Company makes an application for listing in the future quotation of the Options will be subject to the satisfaction of the ASX requirements for listing. The Company makes no guarantee that any such application will be made or, if made, would be successful.
The Options will expire at 5;00pm (Melbourne time) on 31 August 2020 ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
The amount payable upon exercise of each Option will be $0.0325 ( Exercise Price ).
The Options may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion
Optionholders may exercise their Options by lodging with the Company, before the Expiry Date:
a written notice of exercise of Options specifying the number of Options being exercised; and
o a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised;
An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
Within 10 business days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.
The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities law.
All Shares allotted upon exercise of Options will, upon allotment, rank pari passu in all respects with other Shares.
As an entity admitted to the official list of ASX, the Company will apply for quotation of all Shares allotted pursuant to the exercise of the Options on ASX within 10 Business Days after the date of allotment of those Shares. The Company is entitled, at its discretion, to apply for quotation of the Options on ASX.
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If at any time the issued capital of the Company is reconstructed, all rights of the Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
There are no participating rights or entitlements inherent in the Options and the Optionholder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least three (3) Business Days after the issue is announced. This will give the Optionholder the opportunity to exercise the Options prior to the date for determining entitlements to participate in any such issue.
An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

Shares issued upon the exercise of New Options will be fully paid ordinary shares and will have the same voting and other rights as existing shares in the Company.

10. Directors’ Interests

10.1 Securities

Directors’ existing interests in securities and participation in the Rights Issue

The Directors' direct and indirect interests in securities of the Company as at the date of this Prospectus are as set out in the following table.

The Directors are entitled to participate in the Rights Issue without the need for shareholder approval.

The potential effect of the Rights Issue on the direct and indirect share holdings of Directors if their direct or indirect entitlements were to be taken up in full is set out in the following table:

SHARES & OPTIONS

Director/Shar eholder (and/or associate(s))	Existing	Existing	Post Issue	Post Issue	Options
	Shares	%	Shares	%
Mr Eliahu Bernstein	-	-	-	-	1,000,000
Mr Ari Herszberg	-	-	-	-	1,000,000
Mr Avi Kimelman	12,496,154	4.04%	14,995,385	4.04%	9,999,231

Notes:

The table above assumes that any shortfall is taken up in full and that the total number of issued shares of the Company following completion of the Rights Issue is 370,967,792 shares.
The Company will also seek shareholder approval at the Annual General Meeting scheduled for 30 November 2016 for the issue of 5,000,000 options to Mr Kimelman (being the AGM Options offered under this Prospectus) having the same terms as the New Options offered under this Prospectus. If approved and issued, those options would be in addition to the options set out in the table above.

Directors Interests following Rights Issue (subscription in shortfall)

At the Company’s Annual General Meeting scheduled for 30 November 2016, the Company will seek approval from shareholders for:

Mr Kimelman to have the right, but not the obligation, to subscribe for up to 15,000,000 New Shares and free-attaching New Options from the shortfall; and
Mr Herszberg and Mr Bernstein each to have the right, but not the obligation, to subscribe for up to 2,000,000 New Shares and free attaching New Options each from the shortfall.
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The terms of issue of New Shares from the shortfall will be on the same terms as those offered to Eligible Shareholders under the Rights Issue.

The potential effect of the Rights Issue on the direct and indirect share holdings of Directors if shareholder approval is obtained and they subscribe up to the maximum number of New Shares from the shortfall is set out in the table below:

Director/Shareholder (and/or associate(s))	Existing	Existing	Post Issue	Post Issue	Options
	Shares	%	Shares	%
Mr Eliahu Bernstein	-	-	2,000,000	0.54%	3,000,000
Mr Ari Herszberg	-	-	2,000,000	0.54%	3,000,000
Mr Avi Kimelman	12,496,154	4.04%	29,995,385	8.09%	24,999,231

Notes:

The table above assumes that any shortfall is taken up in full and that the total number of issued shares of the Company following completion of the Rights Issue is 370,967,792 shares. It is also assumed Director entitlements under the Rights Issue are taken up in full.
The Company will also seek shareholder approval at the Annual General Meeting scheduled for 30 November 2016 for the issue of 5,000,000 options to Mr Kimelman having the same terms as the New Options offered under this Prospectus. If approved and issued, those options would be in addition to the options set out in the table above.

10.2 Remuneration & Payments to Directors

Fees and other remuneration

Directors are entitled to receive directors’ fees and other remuneration (which may include consulting fees) from the Company in relation to services provided to the Company.

Set out below are details of the remuneration paid or payable to Directors in the two full financial years prior to lodgement of this Prospectus, together with remuneration for the financial year to date. Remuneration details of Eliahu Bernstein (appointed 29 May 2015), Ari Herszberg (appointed 28 April 2015) and Avi Kimelman (appointed 30 April 2016) are from the date of their respective appointments:

Director	July 2014 – June 2015	July 2015 – June 2016	June 2016 - date
Mr Eliahu Bernstein	Nil	$42,000	$9,000
Mr Ari Herszberg	Nil	$33,000	$9,000
Mr Avi Kimelman	Nil	$22,000	$39,000

Other

Except as disclosed in this Prospectus:

(a) no person has paid or agreed to pay any amount to any Director or has given or agreed to give any benefit to any Director, to induce the Director to become, or to qualify as, a Director of the Company or otherwise for services rendered by the Director in connection with the formation or promotion of the Company or the Rights Issue.
(b) no Director or proposed Director has, or has had within two years of lodgement of this Prospectus, any interest in:
the formation or promotion of the Company; or
any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Rights Issue; or
the Rights Issue.
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11. Taxation

Recipients of the Rights Issue offer should seek and obtain their own taxation advice before accepting entitlements to Shares so that they may first satisfy themselves of any taxation implications associated with acquiring Shares.

12. Overseas Shareholders

12.1 Overseas Investors

This Prospectus and the accompanying Entitlement and Acceptance Form do not constitute an offer in any jurisdiction in which, or to any persons to whom, it would not be lawful to make such an offer.

Shareholders holding shares on behalf of persons who are resident overseas are responsible for ensuring that taking up the Rights Issue offer does not breach regulations in the relevant overseas jurisdiction. Return of a duly completed Entitlement and Acceptance Form or payment will be taken by the Company to constitute a representation that there has been no breach of such regulations. Shareholders who are nominees are therefore advised to seek independent advice as to how they should proceed. The Rights Issue offer has not been, and will not be, registered under the US Securities Act and has not been made in the United States of America or to persons resident in the United States of America.

The Company is of the view that it is unreasonable to make the Rights Issue offer to Shareholders outside of Australia and New Zealand and Singapore having regard to:

(a) the number of shareholders registered outside of Australia, New Zealand and Singapore;
(b) the number and value of securities to be offered to Shareholders registered outside of Australia and New Zealand and Singapore; and
(c) the cost of complying with the legal requirements and requirements of regulatory authorities in overseas jurisdictions.

Accordingly, the Company is not required to make the Rights Issue offer to non-qualifying foreign shareholders (shareholders with addresses on the Company’s Register of Members outside of Australia, New Zealand and Singapore) whose entitlements will form part of the shortfall.

12.2 New Zealand Regulatory Requirements

The Offer to New Zealand investors is being made pursuant to the Securities Act (Overseas Companies) Exemption Notice 2013. The offer is made to New Zealand holders under the exemption notice and otherwise in compliance with Australian laws.

This document has not been registered, filed with or approved by a New Zealand regulatory authority under the Securities Act 1978 (New Zealand). This document is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

12.3 Singapore Regulatory Requirements

This Prospectus will be provided to shareholders of the Company with registered addresses in Singapore at 7pm on the Record Date who will be invited to participate in the Rights Issue. Those investors should be aware that:

The Rights Issue offer is made in reliance on the exemption under section 272B(1) of the Singapore Securities and Futures Act (Cap. 289) (“SFA”). It is not made in or accompanied by a prospectus that is registered by the Monetary Authority of Singapore. You should carefully consider whether this investment is suitable for you.
The New Shares and New Options are not allowed to be offered to any person in Singapore other than a permitted offeree under section 272B of the SFA. In the event that you are not an investor who is a permitted offeree, please return the Prospectus to the Company immediately. You may not forward, distribute or circulate the Prospectus to any person in Singapore.
This Right Issue offer is not made to you with a view to the New Shares or New Options being subsequently offered for sale to any other party in Singapore. There are resale restrictions in Singapore that may be applicable to investors who acquire New Shares and New Options. Where New Shares and New Options are subscribed or purchased pursuant to the Rights Issue, such New Shares and New
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Options may not be subsequently offered for sale to any person in Singapore unless such resale is made in compliance with the SFA and/or in reliance on any applicable exemption(s) provided under the SFA.

12.4 Other Countries

This Prospectus does not constitute an offer for securities in any place where, or to any person whom, it would be unlawful to make such an offer. The distribution of this Prospectus in jurisdictions outside Australia, New Zealand and Singapore may be restricted by law, and any persons outside Australia, New Zealand and Singapore who comes into possession of this Prospectus should seek advice on, and observe any, such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. No action has been taken to register or qualify the New Shares or the Rights Issue or otherwise to permit a public offering of the securities in any jurisdiction outside Australia, New Zealand and Singapore. The shares have not been, and will not be, registered under the United States Securities Act of 1933 and should not be offered or sold within the USA. Any person accessing the electronic version of this Prospectus for the purpose of investing in the Company must only access it from within Australia, New Zealand and Singapore.

13. Privacy

Personal information is collected on the Entitlement and Acceptance Forms by the Company and its Share Registrar for maintaining registers of security holders, facilitating distribution payments and other corporate actions and communications. Acceptances might not be processed efficiently, or at all, if the information requested is not provided. Personal information about recipients may be disclosed to external service providers such as print or mail service providers as required or permitted by law. A recipient who would like details of their personal information held by the Company or its Share Registrar, or who would like to correct information that is incorrect or out of date, should contact the Company Secretary at the address shown in the Corporate Directory on page 1 of this Prospectus. In accordance with the Corporations Act, recipients may be sent material (including marketing material) in addition to general corporate communications. Recipients may elect not to receive marketing material by contacting the Share Registrar. Recipients can also request access to, or corrections of, personal information held by the Company by writing to the Company.

14. Electronic Prospectus

This Prospectus is available in electronic format via the ASX website, www.asx.com.au.

Persons who received this Prospectus in electronic form may, during the offer period, obtain a paper copy of this Prospectus (free of charge) by contacting the Company Secretary, Mr Adrien Wing, on +61 (3) 9614 0600.

Acceptances of Rights Issue entitlements may only be made by BPAY or on the personalised Entitlement and Acceptance Form which accompanied or was attached to a copy of this Prospectus in its paper copy form or a print out of the form which formed part of or was accompanied by the complete and unaltered electronic version of this Prospectus. The Corporations Act prohibits any person from passing on to another person an Entitlement and Acceptance Form unless it is attached to or accompanied by a hard copy of this Prospectus or by the complete and unaltered electronic version of this Prospectus.

The Company reserves the right not to accept an Entitlement and Acceptance Form from a person if it has reason to believe that when that person was given access to the electronic Entitlement and Acceptance Form, it was not provided together with the complete and unaltered electronic version of this Prospectus.

15. Investment Decisions

The information in this Prospectus does not constitute financial product advice. This Prospectus does not take into account the investment objectives, financial situation, tax position and particular needs of individual investors. Investors should obtain their own independent advice and consider the appropriateness of the Rights Issue offer of shares pursuant to this Prospectus having regard to their own objectives, financial situation, tax position and needs.

16. Future Performance

Except as required by law, and only then to the extent so required, neither the Company nor any other person warrants the future performance of the Company, or any return on any investment made pursuant to this Prospectus. An investment in the securities offered by this Prospectus should be considered speculative.

17. Consents

Link Market Services Limited has given and, as at the date hereof, not withdrawn, its written consent to be named as share registry in the form and context in which it is named. Link Market Services Limited has had no involvement in the preparation of any part of this Prospectus other than being named as share registry to the Company. Link Market Services Limited has not authorised or caused the issue of any part of this

25 -

Prospectus and, to the extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus.

18. Enquiries

You should contact your stockbroker, accountant or independent professional financial adviser before making any decision regarding your entitlement to New Shares or investment in the Company, including deciding whether to accept your entitlement to New Shares and New Options.

If you have any questions regarding how to complete the Entitlement and Acceptance Form, please contact the Company Secretary, Mr Adrien Wing, on +61 (3) 9614 0600.

No person is authorised to give information or to make any representation in connection with this Prospectus which is not contained in this Prospectus. Any such information not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.

Directors’ Authorisation Statement

The Directors of the Company have authorised the lodgement of this Prospectus with ASIC.

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Avi Kimelman Executive Director

Quantum Resources Limited ABN 84 006 690 348

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All Registry communications to: Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia Telephone: 1300 554 474 From outside Australia: +61 1300 554 474 ASX Code: QUR Website: www.linkmarketservices.com.au

SRN/HIN:

Entitlement Number:

Number of Eligible Shares held as at the Record Date, 7:00pm (Melbourne time) on 4 November 2016:

Entitlement to New Shares (on a 1 New Share for 5 basis):

Amount payable on full acceptance at A$0.016 per Share:

Offer Closes 5:00pm (Melbourne time): 18 November 2016

ENTITLEMENT AND ACCEPTANCE FORM

As an Eligible Shareholder you are entitled to acquire 1 New Share for every 5 Existing Shares that you hold on the Record Date, at an Offer Price of A$0.016 per New Share. You may also apply for New Shares in excess of your Entitlement, at the Offer Price. This is an important document and requires your immediate attention. If you do not understand it or you are in doubt as how to deal with it, you should contact your accountant, stockbroker, solicitor or other professional adviser.

IMPORTANT: The Offer is being made under the Prospectus dated 31 October 2016. The Prospectus contains information about investing in the New Shares. Before applying for New Shares, you should carefully read the Prospectus. This Entitlement and Acceptance Form should be read in conjunction with the Prospectus.

If you do not have a paper copy of the Prospectus, you can obtain a paper copy at no charge, by calling the Quantum Resources Limited on +61 (3) 9614 0600.

PAYMENT OPTIONS

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SAMPLE
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If you wish to take up all or part of your Entitlement (as shown above), or take up all of your Entitlement and apply for additional New Shares, you have two payment options detailed below.

OPTION 1: PAYING BY Bpay[®]

OPTION 2: PAYING BY CHEQUE, BANK DRAFT OR MONEY ORDER If paying by cheque, bank draft or money order, complete and return the acceptance slip below with your Application Monies. No signature is required on the acceptance slip. The acceptance slip with your Application Monies must be received by the Registry before 5:00pm (Melbourne time) on 18 November 2016.

If paying by Bpay[®] , refer to the instructions overleaf. You do NOT need to return the acceptance slip below if you elect to make payment by Bpay[®] . Payment must be received via Bpay[®] before 5:00pm (Melbourne time) on 18 November 2016. You should check the processing cut off-time for Bpay[®] transactions with your bank, credit union or building society to ensure your payment will be received by the Registry in time. By paying by Bpay[® ] you will be deemed to have completed an Application Form for the number of Shares subject of your application payment.

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Telephone & Internet Banking – Bpay[®]

Contact your bank or financial institution to make this payment from your cheque, savings, debit or transaction account. More info: www.bpay.com.au ® Registered to Bpay Pty Ltd ABN 69 079 137 518

Biller Code: [XXXXXX] Ref:

See overleaf for details and further instructions on how to complete and lodge this Entitlement and Acceptance Form.

THIS IS A PERSONALISED FORM FOR THE SOLE USE OF THE SHAREHOLDER AND HOLDING RECORDED ABOVE.

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Please detach and enclose with payment
Quantum Resources Limited
ABN 84 006 690 348 SRN/HIN:
9999999 Entitlement Number:
A Number of New Shares accepted (being not more B Number of additional New Shares C Total number of New Shares accepted
than your Entitlement shown above) (add Boxes A and B)
+ =
PLEASE INSERT CHEQUE, BANK DRAFT OR MONEY ORDER DETAILS – Cheques, bank drafts or money orders must be drawn on an Australian branch of a financial
D
institution in Australian currency, made payable to “Quantum Resources Limited” and crossed “Not Negotiable”.
Drawer Cheque Number BSB Number Account Number Amount of Cheque
A$
E CONTACT DETAILS – Telephone Number Telephone Number – After Hours Contact Name
( ) ( )
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QUANTUM RESOURCES LIMITED

The Entitlement Offer to which this Entitlement and Acceptance Form relates is not being made to investors located or resident outside of Australia and New Zealand. In particular the Entitlement Offer is not being made to any person in the U.S. or to a U.S. person. The Prospectus and Entitlement and Acceptance Form do not constitute an offer or invitation to acquire Shares in any place in which, or to any person to whom, it would be unlawful to make such an offer or invitation.

2. IF PAYING BY CHEQUE, BANK DRAFT OR MONEY ORDER

Complete all relevant sections of the Entitlement and Acceptance Form USING BLOCK LETTERS. These instructions are cross referenced to each section of the Entitlement and Acceptance Form.
A. Acceptance of New Shares
Enter into section A the number of New Shares you wish to apply for. The number of New Shares must be equal to or less than your Entitlement, which is set out overleaf.

ACCEPTANCE OF ENTITLEMENT OFFER

By either returning the Entitlement and Acceptance Form with payment to the Registry, or making payment received by Bpay[®] :

B. Application for Additional New Shares
- You can apply for more New Shares than your Entitlement. Please enter the number of additional New Shares above your Entitlement for which you wish to apply into Box B. Your Application for additional New Shares may not be successful (wholly or partially). The decision of Quantum Resources Limited on the number of New Shares to be allocated to you will be final. No interest will be paid on any Application Monies received or returned.
you represent and warrant that you have read and understood the Prospectus and that you acknowledge the matters, and make the warranties and representations;
you provide authorisation to be registered as the holder of New Shares acquired by you and agree to be bound by the Constitution of Quantum Resources Limited.
C. Total Number of New Shares Subscribed for

HOW TO APPLY FOR NEW SHARES

To calculate total number of New Shares subscribed for, add Box A and Box B and enter this in Box C.

1. IF PAYING BY Bpay[®] (AVAILABLE TO SHAREHOLDERS WITH AN AUSTRALIAN BANK ACCOUNT ONLY)

D. Cheque, bank draft or money order details
If you elect to make payment using Bpay[®] you must contact your bank or financial institution to make this payment from your cheque, savings, debit or transaction account. For more information on paying by Bpay[®] : www.bpay.com.au
Enter your cheque, bank draft or money order details in section D. Cheques, bank drafts or money orders must be drawn on an Australian branch of a financial institution in Australian currency, made payable to “Quantum Resources Limited” and crossed “Not Negotiable”. Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. If you provide a cheque or money order for the incorrect amount, Quantum Resources Limited may treat you as applying for as many New Shares and Additional New Shares as your cheque, bank draft or money order will pay for.
Work out the total amount payable by you. To calculate the total amount, multiply the number of New Shares you wish to apply for by A$0.016.

Refer overleaf for the Biller Code and Reference Number. The Reference

Number is used to identify your holding. If you have multiple holdings you you as applying for as many New Shares and Additional New Shares as will have multiple Reference Numbers. You must use the Reference your cheque, bank draft or money order will pay for. Number shown on each personalised Entitlement and Acceptance Form E. Contact details when paying for any New Shares that you wish to apply for in respect of Enter your contact telephone number where we may contact you regarding that holding. your acceptance of New Shares, if necessary. SAMPLE

3. HOW TO LODGE YOUR ENTITLEMENT AND ACCEPTANCE FORM

A reply paid envelope is enclosed for your use. No postage stamp is required if it is posted in Australia. Alternatively, if you have lost the reply paid envelope, or you have obtained the Prospectus electronically, your completed Entitlement and Acceptance Form with the payment for New Shares may be mailed to the postal address, or delivered by hand to the delivery address, set out below. If paying by Bpay[® ] you do not need to complete or return the Entitlement and Acceptance Form. You should check the processing cut off-time for Bpay[®] transactions with your bank, credit union or building society to ensure your payment will be received by the Registry by the close of the offer.

Mailing Address	Hand Delivery
Quantum Resources Limited	Quantum Resources Limited
C/- Link Market Services Limited	C/- Link Market Services Limited
GPO Box 3560	1A Homebush Bay Drive
Sydney NSW 2001	Rhodes NSW 2138(Please do not use this address for mailing purposes)

Make sure you send your Acceptance Slip and application payment allowing enough time for mail delivery, so Link Market Services Limited receives them no later than 5:00pm (Melbourne time) on 18 November 2016. Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. Quantum Resources Limited reserves the right not to process any Acceptance Slips and cheques received after the Closing Date.

If you require further information on how to complete this Entitlement and Acceptance Form, please contact the Company Secretary, Mr Adrien Wing, on +61 (3) 9614 0600

AI assistant

Nova Minerals Ltd — Capital/Financing Update 2016

34115_rns_2016-10-30_4343ec2a-a90a-431d-98d9-250ae3dfcf5d.pdf

QUANTUM RESOURCES LIMITED [ABN 84 006 690 348] (“the Company”)

PROSPECTUS

THIS DOCUMENT IS IMPORTANT AND SHOULD BE READ IN ITS ENTIRETY

The New Shares and New Options offered under this Prospectus are considered speculative.

CORPORATE DIRECTORY

Directors

Company Secretary

Registered Office

Share Registry and Address for Return of Acceptances

ASX Code

IMPORTANT NOTE

RIGHTS ISSUE TIMETABLE

CONTENTS

KEY INVESTMENT RISKS – SUMMARY

ABOUT THE OFFER – SUMMARY

1. Details of the offers

1.1 The Rights Issue

1.2 Exercise price and expiry date of New Options

1.3 No Rights Trading

1.4 Non-qualifying Foreign Shareholders

1.5 Underwriting

1.6 Shortfall

1.7 ASX Listing

2. Purpose of the Rights Issue

3. Effect of the Rights Issue on the Company

4. Effect of the Rights Issue on the Capital Structure of the Company

4.1 Shares and Options

Capital Structure

SHARES

OPTIONS

Dilution

4.2 Pro-Forma Consolidated Statement of Financial Position of the Company

NOTES TO PRO-FORMA STATEMENT OF FINANCIAL POSITION:

BASIS OF PREPARATION OF PRO-FORMA STATEMENT OF FINANCIAL POSITION

4.3 Costs of the offers

5. Risks

5.1 Company Specific Risks

(A) Risks of non-exercise or abandonment of Option

(B)

Counterparty Risk

(C) Country Specific Risks

(D) Grant, maintenance and access to tenements

(E) Mining and exploration risk

(F) Environmental regulation and risk

(G) Financing

(H) Reliance on key management and employees

(I) Lack of production, income or dividends

(J)

Dilution

(K) Speculative nature of investment

5.2 General Risks

(A)

Litigation risks

(B)

Liquidity

(C) Economic risks

(D)

Taxation

5.3 Above risk factors not exhaustive

6. Acceptance Instructions

6.1 Choices available under the Rights Issue

6.2 Completing an Entitlement and Acceptance Form

For payments by cheque, money order or BPAY:

If paying by BPAY:

If paying by cheque or money order:

If you choose to pay by cheque or money order you must submit the completed Entitlement and Acceptance Form .

6.3 Further Information on Rights Issue

If you have any questions about your entitlement, please contact the Company Secretary, Mr Adrien Wing, on +61 (3) 9614 0600. Alternatively, contact your stockbroker or other professional adviser.

6.4 AGM Option Offer

7. Continuous Disclosure Obligations

8. ASX Announcements

9. Terms of Securities Offered

9.1 New Shares

9.2 New Options and AGM Options

10. Directors’ Interests

10.1 Securities

Notes:

Nova Minerals Ltd Capital/Financing Update 2016