NOVONIX Ltd — Capital/Financing Update 2021

Feb 24, 2021

Proposed issue of securities

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Announcement Summary

Entity name

NOVONIX LIMITED

Announcement Type

New announcement

Date of this announcement

Thursday February 25, 2021

The Proposed issue is:

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An offer of securities under a securities purchase plan A placement or other type of issue

Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
NVX	ORDINARY FULLY PAID	5,172,414

+Record date

Wednesday February 24, 2021

Offer closing date

Monday March 22, 2021

+Issue date

Monday March 29, 2021

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
NVX	ORDINARY FULLY PAID	45,372,414

Proposed +issue date

Wednesday March 3, 2021

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

NOVONIX LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

ACN

Registration Number

157690830

1.3 ASX issuer code

NVX

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Thursday February 25, 2021

1.6 The Proposed issue is:

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An offer of +securities under a +securities purchase plan A placement or other type of issue

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Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 - Are any of the following approvals required for the offer of +securities under the +securities purchase plan issue to be unconditional?

+Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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No

Part 4B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

NVX : ORDINARY FULLY PAID

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

NVX : ORDINARY FULLY PAID

Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 5,172,414

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No

Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)? No

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Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? Yes Is the minimum acceptance unit based or dollar based? Dollar based ($) Please enter the minimum acceptance value $ 2,500 Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? Yes Is the maximum acceptance unit based or dollar based? Dollar based ($)

Please enter the maximum acceptance value $ 10,000 Describe all the applicable parcels available for this offer in number of securities or dollar value Under the securities purchase plan, eligible shareholders may apply for Shares in parcels valued at $2,500, $5,000, $7,500 or $10,000.

Offer price details
Has the offer price been determined?
Yes
In what currency will the offer	What is the offer price per
be made?	+security?
AUD - Australian Dollar	AUD 2.90000

Oversubscription & Scale back details

Will a scale back be applied if the offer is over-subscribed? Yes

Describe the scale back arrangements

NVX may, in its absolute discretion, undertake a scale back of applications for Shares under the SPP to the extent and in the manner it sees fit. If a scale back produces a fractional number of Shares when applied to the parcel, the number of Shares that the application will be issued will be rounded up to the nearest whole number of Shares.

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

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Part 4C - Timetable

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4C.1 Date of announcement of +security purchase plan

Thursday February 25, 2021

4C.2 +Record date

Wednesday February 24, 2021

4C.3 Date on which offer documents will be made available to investors

Thursday March 4, 2021

4C.4 Offer open date

Thursday March 4, 2021

4C.5 Offer closing date

Monday March 22, 2021

4C.6 Announcement of results

Thursday March 25, 2021

4C.7 +Issue date

Monday March 29, 2021

Part 4D - Listing Rule requirements

4D.1 Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements? Yes

Part 4E - Fees and expenses

4E.1 Will there be a lead manager or broker to the proposed offer? No

4E.2 Is the proposed offer to be underwritten? No

4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

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4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Part 4F - Further Information 4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue Capex and working capital to scale production for NOVONIX Anode Materials, R&D in cathode and other advanced battery technologies, and general corporate costs and flexibility to pursue international growth opportunities. 4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No 4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer All countries other than Australia and New Zealand 4F.3 URL on the entity's website where investors can download information about the proposed offer www.novonixgroup.com/ 4F.4 Any other information the entity wishes to provide about the proposed offer N/A

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval Thursday April 15, 2021 Estimated No

Comments

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description

NVX : ORDINARY FULLY PAID

Number of +securities proposed to be issued

45,372,414

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

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Proposed issue of securities
In what currency is the cash	What is the issue price per
consideration being paid?	+security?
AUD - Australian Dollar	AUD 2.90000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 7C - Timetable

7C.1 Proposed +issue date Wednesday March 3, 2021

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No 7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1? 39,700,000 securities 7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes 7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

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7E.1 Will there be a lead manager or broker to the proposed issue?

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Yes

7E.1a Who is the lead manager/broker?

Citigroup Global Markets Australia Pty Limited (ABN 64 003 114 832)

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

NVX has agreed to pay to the Underwriter:

¿ a management fee of 0.6% of the proceeds of the Institutional Placement solely for lead managing the placement and conducting the bookbuild and placement; and

¿ at the sole discretion of NVX, as additional consideration for lead managing the Institutional Placement and conducting the bookbuild, an incentive fee of 1.0% of the proceeds of the placement.

7E.2 Is the proposed issue to be underwritten?

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Yes

7E.2a Who are the underwriter(s)?

Citigroup Global Markets Australia Pty Limited (ABN 64 003 114 832)

7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is underwritten)?

The Institutional Placement is fully underwritten by the Underwriter.

7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)?

NVX has agreed to pay to the Underwriter 2.4% of the proceeds of the Institutional Placement as an underwriting fee

7E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated.

Please refer to the 'Summary of the Underwriting Agreement' in the investor presentation announced to ASX on 25 February 2021 in respect of the Institutional Placement

7E.3 Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed issue? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Standard share registry, legal and other external advisers and ASX administrative fees.

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Capex and working capital to scale production for NOVONIX Anode Materials, R&D in cathode and other advanced battery technologies and general corporate costs and flexibility to pursue international growth opportunities.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

No

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