Nova Minerals Ltd — Share Issue/Capital Change 2009

May 25, 2009

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

Name of entity

Quantum Resources Limited

ABN 84 006 690 348

We (the entity) give ASX the following information.

Part 1 - All issues

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

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, 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.
	407,351,028 fully paid ordinary shares.
	Fully paid ordinary shares.

Appendix 3B New issue announcement

4 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted+securities? If the additional securities do not rank equally, please state: • the date from which they do • 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) 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and+class of all+securities quoted on ASX (_including_the securities in clause 2 if applicable) 9 Number and+class of all+securities not quoted on ASX (_including_the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	All shares allotted rank pari pasu with existing ordinary shares.	All shares allotted rank pari pasu with existing ordinary shares.
	0.5 cents for each fully paid ordinary share.
	1. To enable the Company to continue to conduct its exploration program; 2. To acquire new opportunities; 3. To provide working capital to the Company.
	30 June 2009
	Number	+Class
	407,351,028 43,748,672 32,875,597 68,378,151	Ordinary Shares Options maturing 31 October 2010 Options maturing 30 April 2012 Options maturing 30 November 2012
	Number	+Class
	1,400,000 7,250,000	Options expiring 24/03/2010 Options expiring 19/10/2011
	N/A

• See chapter 19 for defined terms.

26/05/2009

Appendix 3B New issue announcement

Part 2 - Bonus issue or 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 issue 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	Yes
	Non-renounceable
	One for one
	Fully paid ordinary shares
	4 June 2009
	No
	Rounded Up
	N/A
	24 June 2009
	Wilzed Pty Ltd
	Nil
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 3

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 prospectus or Product Disclosure Statement 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 +Despatch date	26 May 2009
	10 June 2009
	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

(b) All other securities

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

(If the additional securities do not form a new class, go to 43)

• See chapter 19 for defined terms.

26/05/2009

Appendix 3B New issue announcement

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

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

(now go to 43)

Entities that have ticked box 34(b)

38	Number of securities for which
	+quotation is sought
39	Class of+securities for which quotation
	is sought
40	Do the+securities rank equally in all
	respects from the date of allotment with
	an existing+class of quoted+securities?
	If the additional securities do not rank
	equally, please state:
	• the date from which they do
	• 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
41	Reason for request for quotation now
	Example: In the case of restricted securities,
	end of restriction period
	(if issued upon conversion of another
	security, clearly identify that other
	security)

• See chapter 19 for defined terms.

Appendix 3B Page 5

Appendix 3B New issue announcement

Number +Class

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

(now go to 43)

All entities

Fees

• 43 Payment method (tick one)

[Cheque attached ]

[Electronic payment made ]

Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time. Periodic payment as agreed with the home branch has been arranged

Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

Quotation agreement

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.

• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the[+] securities to be quoted, it has been provided at the time that we request that the[+] securities be quoted.

• See chapter 19 for defined terms.

26/05/2009

Appendix 3B New issue announcement

• 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.

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

Sign here:

==> picture [53 x 73] intentionally omitted <==

. Date 26 May 2009

(Company Secretary)

Print name: Peter J Lee

In accordance with paragraph 5(e) of section 708A of the Corporations Act, the Company gives notice that it has issued 35,300,000 fully paid ordinary shares to investors without disclosure under Part 6D.2 of the Corporations Act. As at the date of this notice, the Company has complied with (i) the provisions of Chapter 2M as they apply to the Company; and (ii) Section 674 of the Corporations Act. The Company states that as at the date of this notice, there is no information that is excluded information within the meaning of sub-sections 708A(7) and (8) of the Corporations Act.

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 7