NOVONIX Ltd — Capital/Financing Update 2019

Aug 4, 2019

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

NOVONIX LIMITED

ABN

54 157 690 830

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	a) Loan notes b) Unlisted options over ordinary shares c) Unlisted options over ordinary shares d) Unlisted options over ordinary shares
	a) 10,000,000 loan notes b) 10,000,000 options over ordinary shares c) 16,000,000 options over ordinary shares d) 2,500,000 options over ordinary shares

• See chapter 19 for defined terms.

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3 Principal terms of the[+] securities a) Principal terms of loan notes: (e.g. if options, exercise price and  Unsecured loan note expiry date; if partly paid  +securities, the amount over a term of 36 months outstanding and due dates for  payment; if +convertible holder on a 1 for 1 basis securities, the conversion price and dates for conversion) 

• Coupon 10% per annum capitalised over a term of 36 months

• Convertible at the option of the holder on a 1 for 1 basis

• Redeemable by NVX at any time (with 10 business days notice) subject to payment of interest.

• 1 for 1 attaching option

to payment of interest.  1 for 1 attaching option	to payment of interest.  1 for 1 attaching option	to payment of interest.  1 for 1 attaching option
b) Principal terms of options:
	1 for 1 attaching option as per			a)
	above.
	Unlisted options
	Exercise price $0.80
	Expiry 5/08/2022
c) Principal terms of options:
	Unlisted option
	Exercise price $0.50
	Vesting in two equal		tranches	on
	achievement of	PUREgraphite
	customer engagement		milestones.
	Expiry 5/08/2024
d) Principal terms of options:
	Unlisted options
	Exercise price $0.50
	Vesting in 10	tranches		on
	achievement of		progressive
	PUREgraphite sales		milestones
	being achieved
	Expiry on cessation	of	employment

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	a) No. Shares issued on the conversion of the Loan Notes will rank equally with fully paid ordinary shares in the capital of the Company on issue at that time. Unless and until they are converted to Shares, the Loan Notes do not carry any rights to dividends. b),c),d) No. Shares issued on the exercise of the options will rank equally with fully paid ordinary shares in the capital of the Company on issue at that time. Unless exercised, options do not carry any rights to dividends.
	a) $0.40 per loan note ($4,000,000 from conversion of short‐term loan). b) Nil c) Nil d) Nil
	a), b) Proceeds have facilitated the exercise of the PUREgraphite option and will provide additional working capital to fund PUREgraphite. c), d) Long Term Incentives for key employees.
	Yes
	22 November 2018

• See chapter 19 for defined terms.

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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) 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	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	Listing Rule 7.1 – 15,720,652 Listing Rule 7.1A – 12,813,768

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.

5 August 2019

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)

Number +Class 128,137,680 Fully paid ordinary shares

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)	895,833 6,000,000 450,000 450,000 250,000 250,000 250,000 5,000,000 200,000 560,000 160,000 40,000 1,500,000 316,666	Performance rights Unlisted options exercisable at $0.74 expiring on cessation of employment Unlisted options exercisable at $0.60 expiring 7/4/2020. Unlisted options exercisable at $0.90 expiring 14/7/2022. Unlisted options exercisable at $0.80 expiring 14/7/2020. Unlisted options exercisable at $0.95 expiring 14/7/2020. Unlisted options exercisable at $1.10 expiring 14/7/2020. Unlisted options exercisable at $0.66 expiring 3 years after Andrew Liveris is appointed as a director. Unlisted options exercisable at $0.785 expiring 13/2/2023. Unlisted options exercisable at $0.60 expiring 1/9/2019. Unlisted options exercisable at $0.55 expiring 2/11/2023. Unlisted options exercisable at $0.55 expiring 6/12/2023 Unlisted options exercisable at $0.80 expiring on cessation of employment. Unlisted options exercisable at $0.90 expiring6/3/2023

316,667 316,667 500,000 500,000 500,000 500,000 17,250,000 10,000,000 15,000,000 750,000 16,000,000 750,000 1,750,000 9,166,667

Unlisted options exercisable at $1.20 expiring 6/3/2023. Unlisted options exercisable at $1.40 expiring 6/3/2023. Unlisted options exercisable at $0.70 expiring 29/8/2023. Unlisted options exercisable at $0.90 expiring 29/8/2023. Unlisted options exercisable at $1.20 expiring 29/8/2023. Unlisted options exercisable at $1.40 expiring 29/8/2023. Unlisted options exercisable at $0.80 expiring 12/03/2022. Unlisted options exercisable at $0.80 expiring 5/08/2022. Unlisted options exercisable at $0.50 expiring on cessation of employment. Unlisted options exercisable at $0.50 expiring on cessation of employment. Unlisted options exercisable at $0.50 expiring 5/8/2024. Performance rights expiring 1/1/2025. Performance rights expiring 5 years after vesting. Loan notes ($0.60)

• See chapter 19 for defined terms.

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10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	27,250,000	Loan notes ($.040)
	N/A

Part 2 - Pro rata issue

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11 Is security holder approval N/A
required?
12 Is the issue renounceable or non‐ N/A
renounceable?
13 Ratio in which the [+] securities will N/A
be offered
14 +Class of +securities to which the N/A
offer relates
15 +Record date to determine N/A
entitlements
16 Will holdings on different N/A
registers (or subregisters) be
aggregated for calculating
entitlements?
17 Policy for deciding entitlements N/A
in relation to fractions
18 Names of countries in which the N/A
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 N/A
acceptances or renunciations
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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 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?	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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• 32 How do security holders dispose of their entitlements (except by sale through a broker)?

N/A

• 33 +Issue date

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

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

• See chapter 19 for defined terms.

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

• See chapter 19 for defined terms.

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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.

• 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.

Sign here: Date: 5 August 2019 (Company secretary)

Print name: Suzanne Yeates

== == == == ==

• 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

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

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Insert number of fully paid [+] ordinary 123,137,680
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary -
securities issued in that 12 month
period under an exception in rule 7.2
• Number of fully paid [+] ordinary 5,000,000
securities issued in that 12 month
period with shareholder approval
• Number of partly paid [+] ordinary -
securities that became fully paid in that
12 month period
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 N/A
+ ordinary securities cancelled during that
12 month period
“A” 128,137,680
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• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	19,220,652
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	3,500,000
“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	19,220,652
Subtract“C” Note: number must be same as shown in Step 3	3,500,000
Total[“A” x 0.15] – “C”	15,720,652 [Note: this is the remaining placement capacity under rule 7.1]

Part 2

• See chapter 19 for defined terms.

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Rule 7.1A – Additional placement capacity for eligible entities

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

• “A” 128,137,680 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed

• Multiply “A” by 0.10 12,813,768 Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Insert number of[+] equity securities issued Nil 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” -

• See chapter 19 for defined terms.

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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	12,813,768
Subtract“E” Note: number must be same as shown in Step 3	-
Total[“A” x 0.10] – “E”	12,813,768 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 16

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