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Nova Minerals Ltd Capital/Financing Update 2016

Jul 18, 2016

34115_rns_2016-07-18_3e9473c4-c9f8-4ef2-8d5a-9679c9c2d094.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

19 July 2016

ACQUISITION UPDATE AND LOAN FACILITY

ACQUISITION UPDATE

Quantum Resources Limited (ASX: QUR) (“ QUR ” or the " Company ”) is pleased to announce that, following its market update on 1 July 2016, the Company has satisfactorily completed due diligence investigations in respect of the proposed acquisition of Manitoba Minerals Pty Ltd (“ MMPL ”), a private company which holds rights to earn up to a 95% ownership interest in the Thompson Brothers Lithium Property in Wekusko Lake, Manitoba, Canada (“ Project ”).

The Company has also entered into a formal Share Sale Agreement with each of the shareholders of MMPL, the execution of which represents satisfaction of a key condition to completion of the MMPL acquisition. The Share Sale Agreement remains conditional upon:

  • the parties obtaining various shareholder, regulatory and third party approvals;

  • MMPL formalising (on terms satisfactory to the Company) its rights to the Project, which are currently subject of a Heads of Agreement with Ashburton Ventures Inc. (“ ABR ”);

  • the Company completing a subscription for shares in ABR to enable it to satisfy certain financing commitments under the terms of the Option Agreement between ABR and Strider Resources Limited (which were outlined in the Company’s ASX announcement on 12 May 2016), a condition which the Company expects to satisfy in the coming days; and

  • completion by the Company of a capital raising, by way of share placement, of $400,000.

Each of the above conditions are required to be satisfied no later than 31 August 2016, although MMPL and QUR have agreed to act reasonably to extend this deadline if required.

LOAN FACILITY

The Company, through its corporate advisor, is currently finalising loan funding totalling $400,000 which is expected to be completed within the coming days (“ Loan Facility ”). The terms of the Loan Facility will provide for repayment, subject to shareholder approval, through the issue to the lenders of ordinary fully paid shares at an issue price of $0.02 per share together with one free-attaching option for each ordinary share issued (each option having an exercise price of $0.0325 (3.25 cents) and an expiry date of 17 November 2018). If shareholder approval is not obtained the Loan Facility will be repayable on, or before, 30 July 2017. Interest will accrue on the Loan Facility at a rate of 10% per annum, or 15% per annum if shareholder approval for repayment through an issue of shares and options is not obtained.

The repayment of the Loan Facility through an issue of shares and options will, subject to shareholder approval, satisfy the capital raising condition of the Company’s proposed acquisition of MMPL.

The Company will shortly issue a notice of meeting seeking approvals required for implementation of the MMPL acquisition, including approval for repayment of the Loan Facility through an issue of shares and options.

For and on behalf of the board

Adrien Wing

Company Secretary

-ENDS

For further information, please contact:

Avi Kimelman

Chief Executive Officer T: 03 8506 0514 E: [email protected]