Nova Minerals Ltd — Share Issue/Capital Change 2016

May 16, 2016

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)
	21,000,000
	Fully paid ordinary shares.

• See chapter 19 for defined terms.

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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	Yes
	1. 16,000,000 Shares are issued under a placement at $0.018 (1.8 cents) per share for a total consideration of $288,000. 2. 5,000,000 Shares in consideration pursuant to the Term Sheet. Refer to ASX announcement dated12 May2016.
	3. 16,000,000 Shares are issued under a under a placement to raise funds. The funds raised are intended to be used for costs associated with the acquisition and development of the Project (refer ASX announcement dated 12 May 2016). 4.5,000,000 Shares– refer to “5”above.
	Yes
	25 November 2015
	5,000,000

• See chapter 19 for defined terms.

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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) 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)	16,000,000	16,000,000
	N/A
	N/A
	Yes 18/05/2016 VWAP: $0.0206 (2.06 cents) 75% of VWAP: $0.0154 (1.54 cents) Source: iRESS
	N/A
	See Annexure 1
	17 May 2016
	Number	+Class
	165,139,826	Fully paid ordinary shares

• See chapter 19 for defined terms.

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Number +Class 9 Number and +class of all 24,000,000 Unquoted ordinary +securities not quoted on ASX shares ( including the +securities in section 2 if applicable) 32,000,000 Options exercisable at $0.0325 each on or before 17 November 2018. 10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

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	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.

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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 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
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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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

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

• See chapter 19 for defined terms.

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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

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) 42 Number and +class of all +securities quoted on ASX (_including_the+securities in clause 38)	N/A
	Number	+Class
	N/A	N/A

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

• See chapter 19 for defined terms.

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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.

• 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 17 May 2016

• See chapter 19 for defined terms.

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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

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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 5,000,000 shares on 17 November 2015
period
12,000,000 shares on 26 November 2015
Note:
• Include only ordinary securities here –
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” 161,139,826
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• See chapter 19 for defined terms.

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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	24,170,974
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	7,000,000 shares on 17 November 2015 12,000,000 options on 17 November 2015 5,000,000 shares as per this Appendix 3B
“C”	24,000,000
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	24,170,974
Subtract“C” Note: number must be same as shown in Step 3	24,000,000
Total[“A” x 0.15] – “C”	170,974 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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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	161,139,826
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	16,113,983
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	16,000,000 as per this Appendix 3B
“E”	Nil
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	16,113,983
Subtract“E” Note: number must be same as shown in Step 3	16,000,000
Total[“A” x 0.10] – “E”	113,983 Note: this is the remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule
7.1A
“A” x 0.10	16,113,983
Note: number must be same as shown in Step
2
Subtract“E”	16,000,000
Note: number must be same as shown in Step
3
Total[“A” x 0.10] – “E”	113,983
	Note: this is the remaining placement capacity
	under rule 7.1A

• See chapter 19 for defined terms.

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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)

17 May 2016

To: Australian Securities Exchange Limited

Filed by: Quantum Resources Limited Ref: Adrien Wing Tel: (03) 9614 0600

Notice Pursuant to Section 708A(5)(e) of the Corporations Act

Quantum Resources Limited (the Company ) gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) as follows:

• (a) On 18 May 2016, the Company issued 21,000,000 fully paid ordinary shares in the Company.

• (b) The shares were issued without disclosure to the recipients under Part 6D.2 of the Corporations Act.

• (c) As at the date of this notice the Company has complied with:

• the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

• Section 674 of the Corporations Act.

• (d) As at the date of this notice there is no excluded information required to be disclosed under section 708A(6)(e) of the Corporations Act.

Of the 21,000,000 shares issued, 5,000,000 were issued pursuant to Listing Rule 7.1 with the remaining 16,000,000 shares issued pursuant to Listing Rule 7.1A.

Information provided pursuant to Listing Rule 3.10.5A

The Company issued 16,000,000 shares under its 10% capacity under Listing Rule 7.1A (“ Capacity Shares ”).

As required under Listing Rule 3.10.5A, the Company provides the following information:

a) the dilutive effect on existing shareholders of the Capacity Shares is as follows:

Number of Share on issue prior to Share Placement	168,137,826
Shares issued under Listing Rule 7.1 (Share Placement)	5,000,000
Shares including those issued under Listing Rule 7.1 of	173,139,826
Share Placement
Shares issued under Listing Rule 7.1A (Capacity Shares)	16,000,000
Dilution as a result of issue under Listing Rule 7.1A	9.24%
Total number of shares now on issue	189,139,826

b) The issue price of the shares was 1.8 cents ($0.018), representing a 12.62% discount to the volume weighted average price for the 15 days on which trades of the Company’s shares were recorded on ASX ending on 9 May 2016, being the trading day before the day on which the securities were announced to the ASX pending the aforesaid trading halt.

c) The Share Placement was undertaken by the Company following identification of demand for shares by sophisticated and professional investors. The Share Placement was considered the most efficient and effective method of meeting the Company’s requirements to fund the costs for costs associated with the acquisition and development of the Project (refer ASX announcement dated 12 May 2016).

d) There was no underwriting agreement in relation to the Share Placement; and

e) No fees were payable in respect of the Share Placement.

Signed for Quantum Resources Limited

Adrien Wing Company Secretary