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Nova Minerals Ltd Capital/Financing Update 2016

Sep 6, 2016

34115_rns_2016-09-06_9a8faf24-e227-440b-b705-c2dcd3656b46.pdf

Capital/Financing Update

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Quantum Resources Limited ABN 84 006 690 348

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Level 17, 500 Collins Street Melbourne, Victoria 3000, Australia T + 61 3 9614 0600 | F + 61 3 9614 0550

QUANTUM RESOURCES LIMITED

(ASX: QUR)

ASX and Media Release

7 September 2016

HOLDING LOCK REMOVED FROM UNQUOTED SHARES

Quantum Resources Limited (ASX: QUR) ( QUR or the Company ) advised that the holding lock on 24,000,000 ordinary fully paid shares has been removed.

These shares will now form part of the quoted shares on issue.

The Company has 189,139,826 fully paid shares on issue (quoted).

An applicable Appendix 3B is attached to this announcement.

Signed for Quantum Resources Limited

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Adrien Wing Company Secretary

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

QUANTUM RESOURCES LIMITED

ABN

84 006 690 348

We (the entity) give ASX the following information.

Part 1 - All issues

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

1
+Class of+securities issued or to
be issued
2
Number of+securities issued or
to be issued (if known) or
maximum number which may be
issued
3
Principal terms of the+securities
(e.g. if options, exercise price
and expiry date; if partly paid
+securities,
the
amount
outstanding and due dates for
payment;
if
+convertible
securities, the conversion price
and dates for conversion)
Fully paid ordinary shares (Shares)
24,000,000
Fully paid ordinary shares.
  • See chapter 19 for defined terms.

Appendix 3B Page 1

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Appendix 3B New issue announcement

4
Do the+securities rank equally
in all respects from the+issue
date with an existing+class of
quoted+securities?
If the additional+securities do
not rank equally, please state:
the date from which they do
the extent to which they
participate
for
the
next
dividend, (in the case of a
trust, distribution) or interest
payment
the extent to which they do
not rank equally, other than
in
relation
to
the
next
dividend,
distribution
or
interest payment
5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)
6a
Is the entity an+eligible entity
that has obtained security holder
approval under rule 7.1A?
If Yes, complete sections 6b –
6h_in relation to the+securities_
the subject of this Appendix 3B,
and comply with section 6i
6b
The date the security holder
resolution under rule 7.1A was
passed
6c
Number of+securities issued
without security holder approval
under rule 7.1
6d
Number of+securities issued
with security holder approval
under rule 7.1A
6e
Number of+securities issued
with security holder approval
under rule 7.3, or another
specific security holder approval
(specify date of meeting)
Yes
N/a
Holding lock removed
Yes
25 November 2015
N/a
N/a
N/a
  • See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B New issue announcement

6f
Number of+securities issued
under an exception in rule 7.2
6g
If+securities issued under rule
7.1A, was issue price at least
75% of 15 day VWAP as
calculated under rule 7.1A.3?
Include the+issue date and both
values. Include the source of
the VWAP calculation.
6h
If+securities were issued under
rule
7.1A
for
non-cash
consideration, state date on
which valuation of consideration
was released to ASX Market
Announcements
6i
Calculate the entity’s remaining
issue capacity under rule 7.1
and rule 7.1A – complete
Annexure 1 and release to ASX
Market Announcements
7
+Issue dates
Note: The issue date may be prescribed by
ASX (refer to the definition of issue date in rule
19.12). For example, the issue date for a pro
rata entitlement issue must comply with the
applicable timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
8
Number
and
+class
of
all
+securities
quoted
on
ASX
(_including_the
+securities in
section 2 if applicable)
N/a

N/a
N/a
See Annexure 1
N/a
Number +Class
189,139,826 Fully paid ordinary
shares
9
Number
and
+class
of
all
+securities not quoted on ASX
(_including_the
+securities in
section 2 if applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Number +Class
32,000,000 Options exercisable at
$0.0325 each on or
before 17 November
2018.
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 3

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Appendix 3B New issue announcement

Part 2 - Pro rata issue

11
Is
security
holder
approval
required?
12
Is the issue renounceable or non-
renounceable?
13
Ratio in which the+securities will
be offered
14
+Class of+securities to which the
offer relates
15
+Record
date
to
determine
entitlements
16
Will
holdings
on
different
registers (or subregisters) be
aggregated
for
calculating
entitlements?
17
Policy for deciding entitlements
in relation to fractions
18
Names of countries in which the
entity has security holders who
will not be sent new offer
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19
Closing date for receipt of
acceptances or renunciations
20
Names of any underwriters
21
Amount of any underwriting fee
or commission
22
Names of any brokers to the
issue
23
Fee or commission payable to
the broker to the issue
24
Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of security holders
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

25
If the issue is contingent on
security holders’ approval, the
date of the meeting
26
Date entitlement and acceptance
form and offer documents will be
sent to persons entitled
27
If the entity has issued options,
and the terms entitle option
holders
to
participate
on
exercise, the date on which
notices will be sent to option
holders
28
Date rights trading will begin (if
applicable)
29
Date rights trading will end (if
applicable)
30
How do security holders sell their
entitlements_in full_through a
broker?
31
How do security holders sell_part_
of their entitlements through a
broker
and
accept
for
the
balance?
32
How do security holders dispose
of their entitlements (except by
sale through a broker)?
33
+Issue date
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A

Part 3 - Quotation of securities

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

34 Type of[+] securities ( tick one )

(a) +Securities described in Part 1 x

(b)[All other ][+][securities ]

  • See chapter 19 for defined terms.

Appendix 3B Page 5

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Appendix 3B New issue announcement

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

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

36[If the ] +securities setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37[A copy of any trust deed for the additional ][+][securities ]

Entities that have ticked box 34(b)

38 Number of[+] securities for which N/A +quotation is sought 39 +Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in N/A all respects from the[+] issue date with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

  • See chapter 19 for defined terms.

Appendix 3B Page 6

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Appendix 3B New issue announcement

41 Reason for request for quotation Holding lock removed now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security) Number +Class 42 Number and +class of all 189,139,826 Fully paid ordinary +securities quoted on ASX shares ( including the[+] securities in clause 38)

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted[+] quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

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

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • See chapter 19 for defined terms.

Appendix 3B Page 7

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Appendix 3B New issue announcement

  • 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before[+] quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Adrien Wing Company Secretary 7 September 2016

  • See chapter 19 for defined terms.

Appendix 3B Page 8

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

  • Step 1: Calculate “A”, the base figure from which the placement capacity is calculated Insert number of fully paid[+] ordinary securities 856,703,218 on issue 12 months before the[+] issue date or date of agreement to issue Add the following: 80,205,482 shares on 11 August 2015

  • • Number of fully paid[+] ordinary securities issued in that 12 month period under an 245,401,895 shares on 16 September 2015 exception in rule 7.2 691,506,805 shares on 24 September 2015

  • • Number of fully paid[+] ordinary securities issued in that 12 month period with * On 28 September 2015 the Company

  • shareholder approval consolidated its 1,873,817,400 shares on issue

  • • Number of partly paid[+] ordinary securities into 144,139,826 shares . that became fully paid in that 12 month 12,000,000 shares on 17 November 2015 period 12,000,000 shares on 26 November 2015

  • Note: • Include only ordinary securities here – 21,000,000 shares on 17 May 2016 other classes of equity securities cannot be added

  • • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

  • • It may be useful to set out issues of securities on different dates as separate line items

  • Subtract the number of fully paid[+] ordinary Nil securities cancelled during that 12 month period “A” 189,139,826

  • See chapter 19 for defined terms.

Appendix 3B Page 9

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A” Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply“A” by 0.15 28,370,974
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already
been used
Insertnumber of+equity securities issued or
agreed to be issued in that 12 month period
not counting_those issued:

Under an exception in rule 7.2

Under rule 7.1A

With security holder approval under rule 7.1
or rule 7.4
_Note:


This applies to equity securities, unless
specifically excluded – not just ordinary
securities

Include here (if applicable) the securities
the subject of the Appendix 3B to which this
form is annexed

It may be useful to set out issues of
securities on different dates as separate
line items
-
“C” -
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule
7.1
“A” x 0.15
Note: number must be same as shown in Step
2
28,370,974
Subtract“C”
Note: number must be same as shown in Step
3
-
Total[“A” x 0.15] – “C” 28,370,974
[Note: this is the remaining placement capacity
under rule 7.1]
  • See chapter 19 for defined terms.

Appendix 3B Page 10

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Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 2 Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A”
Note: number must be same as shown in Step
1 of Part 1
189,139,826
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply“A” by 0.10 18,913,983
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already
been used
Insertnumber of+equity securities issued or
agreed to be issued in that 12 month period
under rule 7.1A
Notes:

This applies to equity securities – not just
ordinary securities

Include here – if applicable – the securities
the subject of the Appendix 3B to which
this form is annexed

Do not include equity securities issued
under rule 7.1 (they must be dealt with in
Part 1), or for which specific security holder
approval has been obtained

It may be useful to set out issues of
securities on different dates as separate
line items
-
“E” -
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule
7.1A
“A” x 0.10
Note: number must be same as shown in Step
2
18,913,983
Subtract“E”
Note: number must be same as shown in Step
3
-
Total[“A” x 0.10] – “E” 18,913,983
Note: this is the remaining placement capacity
under rule 7.1A
  • See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013