NOVONIX Ltd - Capital/Financing Update 2021

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NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

This document has been prepared by NOVONIX Limited (ACN 157 690 830) (“the Company” or “NOVONIX”) and includes information about a fully underwritten institutional private placement ( Placement or Offer ) of new fully paid ordinary shares in the Company ( New Shares ), a placement of new shares to certain directors of NOVONIX or entities associated with them on a non-underwritten basis, subject to approval by shareholders of NOVONIX and completion of the Placement and SPP ( Conditional Placement ) and an offer of New Shares to eligible shareholders under a share purchase plan ( SPP ). No representation, expressed or implied, or warranty as to the accuracy, adequacy, reliability or completeness of any statements, estimates, opinions or any other information contained herein is made by any party and nothing contained herein shall be relied upon as a promise or representation as to the future. In all cases, recipients should conduct their own investigation and analysis of NOVONIX.

This presentation contains summary information about NOVONIX and its activities which is current as at the date of this presentation. The information in this presentation is of a general nature and does not purport to be complete nor does it contain all the information which a prospective investor may require in evaluating a possible investment in NOVONIX. This presentation should be read in conjunction with NOVONIX’s other periodic and continuous disclosure announcements which are available at www.asx.com.au.

This presentation, including the information contained in this disclaimer is not a prospectus, disclosure document, product disclosure statement or other offering document under Australian law or under any other law, and does not contain all information relevant or necessary for an investment decision or that would be required in a prospectus or product disclosure statement prepared in accordance with the requirements of the Corporations Act 2001 (Cth) ( Corporations Act ). It is for information purposes only and does not constitute an offer, invitation or recommendation to subscribe for or purchase any security and neither the presentation, disclaimer nor anything contained in them forms the basis of any contract or commitment, nor do they constitute financial product or investment advice. This presentation does not take into account your individual investment objectives, financial situation or particular needs. You must not act on the basis of any matter contained in this presentation, but must make your own assessment of the Company. You may wish to seek independent legal, financial, regulatory and taxation advice before making any decision in respect of this presentation. Neither the Company nor any of its related bodies corporate is licensed to provide financial product advice in respect of the Company’s securities or any other financial products. Cooling off rights do not apply to the acquisition of Shares.

This presentation may not be released or distributed in the United States. This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or in any other jurisdiction in which such an offer would be illegal. The New Shares have not been, and will not be, registered under the U.S. Securities Act of 1933 ( U.S. Securities Act ) or the securities laws of any state or other jurisdiction of the United States.

Accordingly, the New Shares may not be offered or sold, directly or indirectly, in the United States, unless they have been registered under the U.S. Securities Act (which the Company has no obligation to do or procure), or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable state securities laws. The distribution of this presentation in other jurisdictions outside Australia may also be restricted by law as contemplated in the 'Foreign Selling Restrictions' set out at the end of this presentation, and any such restrictions should be observed. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. By accepting this presentation you represent and warrant that you are entitled to receive such presentation in accordance with the above restrictions and agree to be bound by the limitations contained herein.

All statements in this presentation, other than statements of historical facts, which address the future activities and events or developments that the Company expects to occur, are forward looking statements. Forward looking statements can generally be identified by use of words such as “ may”,“ should”,“ could”,“ foresee”,“ plan”,“ aim”,“ will”,“ expect”,“ intend”,“ project”,“ estimate”,“ anticipate”,“ believe”,“ or “ or similar expressions. Although the Company believes the expectations expressed in such statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements.

Forward-looking statements involve and are subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company and/or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include, among others, general business, economic, competitive, political and social uncertainties; the actual results of current activities; assumptions in economic valuations which prove to be inaccurate; possible variations product performance and reliability; climate events; political and regulatory changes; delays in obtaining approvals or financing or in the completion of development or construction activities. Given the current uncertainties regarding the on-going impact of the COVID-19 pandemic on the trading conditions impacting the Company, the financial markets and the health services worldwide, there can be no assurance that future developments will be in accordance with the Company's expectations or that the effect of future developments on the Company will be those anticipated.

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein is current as at the date of this presentation and the Company disclaims any obligation to update any forward-looking information, whether as a result of new information, future events or results otherwise. There can be no assurance that forward-looking information or statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information or statements. Accordingly, readers should not place undue reliance on forward looking statements. Refer to the risks section of this Presentation for a summary of certain risk factors that may affect NOVONIX.

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ASX: NVX

OTCQX: NVNXF

February 2021

Information on past performance and pro forma historical financial information in the presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance. Actual results could differ materially from those referred to in this presentation. Unless otherwise stated, the information in this presentation is based on the Company’s own information and estimates and has not been subject to review or audit.

Citigroup Global Markets Australia Pty Ltd (“Citi”) has acted as lead manager, bookrunner and underwriter in relation to the offer described in this presentation on the terms and conditions of an underwriting agreement entered into with NOVONIX. Citi and its affiliates, directors, partners, officers, employees, contractors, advisers and agents (together, the Citi Group) have not authorised, permitted or caused the issue or lodgement, submission, dispatch or provision of this presentation and there is no statement in this presentation which is based on any statement made by any member of the Citi Group. Citi and its affiliates are full service financial institutions engaged in various activities, which may include trading, financial advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services including for which they have received or may receive customary fees and expenses or other transaction consideration. Members of the Citi Group may have interests in the securities of the Company, including being directors of, or providing investment banking services to, the Company. Further, they may act as a market maker or buy or sell those securities or associated derivatives as principal or agent. Citi is acting as lead manager, bookrunner and underwriter to the Placement for which it has received or expects to receive fees and expenses.

No member of the Citi Group accepts any responsibility or liability for the contents of this presentation nor makes any warranty or representation as to the accuracy of the information in this presentation. To the maximum extent permitted by law, members of the Citi Group exclude and disclaim all liability for losses incurred as the result of any information being inaccurate or incomplete. This includes, without limitation, any liability arising from fault or negligence, for any loss (whether foreseeable or not and whether direct, indirect, incidental, consequential, special or economic loss or damage) including, without limitation, any loss or profit or anticipated profit, fines or penalties, loss of business or anticipated savings, loss of use, business interruption or loss of goodwill, bargain or opportunities, arising from the use of, or reliance on, this presentation or its contents or otherwise arising in connection with it. Recipients should make their own enquiries in relation to any investment decisions. The Company and members of the Citi Group make no recommendation as to whether a reader of this presentation should participate in the Placement and make no warranties concerning the Placement.

The reader acknowledges that neither it nor members of the Citi Group intend that any member of the Citi Group act or be responsible as a fiduciary, or assume any duty, to the reader, its officers, employees, consultants, agents, security holders, creditors or any other person. Each of the reader and Citi (on behalf of each other member of the Citi Group), by accepting and providing this presentation respectively, expressly disclaims any fiduciary relationship between them, or the assumption of any duty by the Citi Group to the reader, and agrees that it is responsible for making its own independent judgments with respect to the Placement, any other transaction and any other matters arising in connection with this presentation.

Determination of eligibility of investors for the purposes of the Placement is determined by reference to a number of matters, including at discretion of the Company and Citi. The Company and the members of the Citi Group disclaim any liability in respect of the exercise of that discretion, to the maximum extent permitted by law.

This announcement has been authorised for release to the ASX by the Group CEO, Chris Burns.

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February 2021

ASX: NVX OTCQX: NVNXF

NOVONIX is a leader in battery development and material technology, with the most accurate battery testing technology in the world and the only qualified US-based supplier of synthetic graphite anode material

Making Batteries Better – Longer Life at a Lower Cost

Advanced Proprietary Only Qualified US-based Most Accurate Battery Processes and In-House Supplier of Synthetic Testing Technology Capabilities Graphite Anode Material

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February 2021
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ASX: NVX OTCQX: NVNXF

Proposed Equity Capital Raising

NOVONIX is seeking to raise approximately A$115m of equity via a fully underwritten accelerated institutional placement (Placement)
NOVONIX is also seeking to raise A$16.45m via placements of new shares to certain directors of NOVONIX or entities associated with them on a non-underwritten basis, subject to approval by shareholders of NOVONIX and completion of the Institutional Placement and SPP (Conditional Placements)
A Non-underwritten Share Purchase Plan (SPP) will also be offered to all NVX shareholders
Proceeds of the capital raising will be used to fund growth, including:
Capex and working capital to scale production for NOVONIX Anode Materials
R&D in cathode and other advanced battery technologies
General corporate costs and flexibility to pursue international growth opportunities

Recap of Recent Announcements

22 Dec 2020: Expanded collaboration with Samsung to utilise the next generation technology being developed with Harper International, with deliveries set to commence in the second half of 2021
22 Dec 2020: Strategic alliance announced with US-based Harper International to develop specialised furnace technology to enhance NOVONIX’s synthetic graphite manufacturing process
19 Jan 2021: Leading researcher Professor Jeff Dahn appointed as Chief Scientific Advisor, effective July 2021
21 Jan 2021: NOVONIX Anode Materials (PUREgraphite) selected to receive US$5.57m grant from the US Department of Energy
12 Feb 2021: NOVONIX entered into a new five year research sponsorship agreement with Mark Obrovac’s Research Group of Dalhousie University
19 Feb 2021: Emera and NOVONIX partner on innovative residential energy storage technology

1H21 Results

Net assets of A$58.6m including cash and cash equivalents of A$25.3m at 31 December 2020
Statutory after-tax loss for half-year ended 31 December 2020 of A$10.8m, in line with management expectations
Continued investment in NOVONIX Battery Technology Solutions, which delivered strong revenue growth
Continued to progress NOVONIX Anode Materials development, including the expansion of the collaboration agreement with Samsung SDI
FY21 outlook remains positive, supported by key events recently announced

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February 2021

ASX: NVX OTCQX: NVNXF

Leadership Team

Dr Chris Burns Group CEO

Nick Liveris Group CFO

Suzanne Yeates Financial Controller & Co Secretary

Professor Jeff Dahn Professor Mark Obrovac Chief Scientific Advisor[(1)] Sponsored Researcher

Board of Directors

Tony Bellas Chairman & Non-Executive Director

Greg Baynton Non-Executive Director

Robert Cooper Non-Executive Director

Andrew N. Liveris AO Non-Executive Director

Admiral Robert J. Natter Trevor St Baker AO Executive Director Non-Executive Director

Key leadership and technical experience:

Appointment effective July 1, 2021

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February 2021

ASX: NVX OTCQX: NVNXF

10 µm Graphite SC-622 Graphite SC 622 Company Overview

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Making Batteries Better – Longer Life at a Lower Cost

Developer and supplier of the most accurate battery testing technology in the world, providing unique customer and industry insight

Proprietary processes and in-house capability across the value chain driving innovation and commercial opportunities

Only qualified US-based supplier of synthetic graphite anode material, with longer cycle life at lower costs a key driver for industry adoption

Directly compatible with today’s installed and planned battery manufacturing technology

Demand for technologies underpinned by exponential growth in EV sales and energy storage demand over the next decade and beyond

Clear path to profitability with global tier 1 customer base

Highly credentialed leadership team, continuing to successfully execute growth agenda

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February 2021

ASX: NVX

OTCQX: NVNXF

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Battery Technology Solutions
Testing Design Prototyping
Technology accelerates R&D from years to weeks
Developing New Applications and Partnerships
Anode Materials
Cathode Materials
Energy storage partnership
Conditional Sales Agreement Non-binding MOU
in North America
First supplier of US-made high-capacity long-life synthetic (Exclusive in battery technology)
graphite anode material
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Battery Technology Solutions serves as the pillar for innovation across the NOVONIX ecosystem, creating a positive feedback loop to drive technological advancement and deliver best-in-class products and services for customers

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February 2021

ASX: NVX OTCQX: NVNXF

Customers Represented Globally Across Key End-markets

End Market

Key customers[(1)]

Auto and ESS OEMs

EV Battery manufacturers Consumer Electronics & Medical Devices Research institutions

Several major auto OEMs, materials companies and consumer electric customers not disclosed for confidentiality reasons.

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ASX: NVX OTCQX: NVNXF

February 2021

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Testing | Design | Prototyping
Battery Technology Solutions
Primary Focus
Specialty Battery Battery Cell and Pack
Battery Raw Battery Material
Materials Production EV & ESS OEMs
Material Mining Refining
Anode Materials
Cathode Materials
Independent and
Integrated Miners
ASX: NVX OTCQX: NVNXF
10
February 2021
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New Technologies to
Continue to Drive
Longer Battery Life
and Lower Cost
Life Long Cathode
Energy Storage
Materials and
Technology
Advanced Electrolyte
Sales of NOVONIX
System
Life Long Synthetic
Graphite Materials
Differential Thermal
Analysis (DTA)
High Precision R&D Technology
Charger (HPC)
R&D Acceleration
Technology
2014 Today Future
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February 2021
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ASX: NVX OTCQX: NVNXF

10 µm

Graphite SC-622 Graphite SC 622 Industry Overview and Electrification Trends

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EV Headlines

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Projected Annual Global Passenger EV Sales
30
Total
25
20
15
10
5
0
2020 2022 2024 2026 2028 2030
Millions of Vehicles
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Annual electric vehicle sales projected to exceed ~25mm by 2030

Source: BNEF EV Outlook 2020.

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February 2021
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ASX: NVX

OTCQX: NVNXF

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Global Lithium Ion Cell / Megafactory Capacity Battery Material Demand
(Total GWh) CAGR: 6% (000’s of Tonnes)
3,153
CAGR: 6%
9,300
CAGR: 26% 2,341 2,801
CAGR: 26% 6,889
2,068
2,716
2,012
742 2,194
667 3,783
2,809
637
890
2020 2025 2030 2020 2025 (1) 2030
Graphite Lithium Cathode Material
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Lithium ion battery demand is projected to increase demand and production capacity >4x over the next decade

Source: Benchmark Mineral Intelligence January 2021 Assessment.

(1) Cathode Material based on aggregate of Nickel, Magnesium, and Cobalt (NMC).

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February 2021

ASX: NVX

OTCQX: NVNXF

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Anode and Cathode Material Production has been Dominated by China…
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2019 Active Anode Materials 2019 Artificial Graphite Production Geography

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Natural
Composite
Graphite 3% Others
38%
22%
LTO
3%
Amorphous
2%
Artificial Others China
Graphite 1% 78%
53%
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2019 Active Cathode Materials

2019 NMC Production Geography

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LFP LCO
26% 9%
NCA
8%
LMO
4%
NMC
52%
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Other
35%
China
65%
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…Leading to Potential Risk for North America and EMEA
Production Supply Chains
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Trade war risk

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Potential tariffs risk
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Customs issues and costs
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Logistical risk and costs
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Foreign currency risk
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Source: Avicenne Energy 2019; Based on NOVONIX’s internal market research and NOVONIX’s Samsung Agreement announced 9 December 2019.

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February 2021

ASX: NVX OTCQX: NVNXF

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Gigafactory Capacity Increasing to Support North American EV Growth
Battery 2025E
Manufacturer Auto OEM Investment Capacity Status State
$300M 16 GWh Operating MI
P Best-in-class technology helping advance the industry
NA 53 GWh Operating NV
NA 10 GWh Operating TN
P US-based company with qualified anode product and agreements
in place with the two largest battery makers Announced
$2.3B 15 GWh OH
Dec 2019
Operating
$1B 95 GWh TX
2021
P Key customer relationships across the lithium ion value chain
Operating
$1.7B 10 GWh GA
2022
Strong momentum with recent success in receiving government Operating
P grants, sponsorships, and partnerships with leading R&D ~$0.8B 12 GWh 2023 GA
institutions
The United States and Europe are projected to have ~250 GWh and ~350 GWh,
respectively, online by 2025
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Source: Company press releases and Benchmark Mineral Intelligence.

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February 2021

ASX: NVX

OTCQX: NVNXF

10 µm Graphite SC-622 Graphite SC 622 NOVONIX Technology

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The Million-Mile Battery requires four critical elements:

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Advanced R&D Long-life Long-life
Long-life Anodes
Testing Cathodes Electrolytes
Product Capability
Battery Technology Solutions Anode Materials Cathode Materials Electrolyte
Advanced development, Demonstrated
Under development
Status testing and prototyping Developed and scaling performance
IP filed
solutions IP being filed
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has all four elements in-house

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February 2021

ASX: NVX OTCQX: NVNXF

NOVONIX’s Competitive Advantage

We deliver the performance required

Improved coulombic efficiency and cycle life compared to industry leading materials

We are globally competitive on cost

Re-engineered product and process
Globally competitive energy input

We guarantee safety

Highest purity in the market
No metal contaminants

We are the green alternative

Low emission energy sources
No chemical purification
Lower energy consumption

We are the only qualified US-based manufacturer of anode material

Geographic supply diversification
No geographic limitation

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Key Customer Decision Drivers for Synthetic Graphite Anode Material

Key Performance Measures Why Important?	Anode Materials	Mid grade High grade Natural
Capacity (mAh/g) Increases Battery Energy Density	350-360	340–350 350–360 360-365
1st Cycle Efficiency (%) Increases Battery Energy Density	94-96	91-93 93-94 90-91
Cycle Life Electric Vehicles and Energy Storage Systems require very long cycle life	V. High	Medium High Low
Cost Structure Need to lower $/kWh of energy storage for EV and energy storage system markets	$$	$$ $$$$ $$
Safety / Purity / Quality High safety and reliability are critical aspects for EV and energy storage system batteries	V. High	Medium High Low
Emissions and Chemicals Batteries support sustainability, but the input materials must also be made in an environmentally friendly manner	V. Low	High High High

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is the leader in key performance measure shown

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February 2021

ASX: NVX OTCQX: NVNXF

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Improved
Columbic
Efficiency (CE) [(1)]
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Tesla
Synthetic
Natural
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NOVONIX offers improved Coulombic Efficiency (CE) compared to industry leading materials (including a Tesla Model S cell)
CE measures the electrochemical stability of the materials in the battery
The higher the CE, the longer the battery life

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Improved
Capacity
Retention [(1)]
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Synthetic
Tesla
Natural
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NOVONIX offers improved capacity retention compared to industry leading materials (including a Tesla Model S cell) as expected from higher coulombic efficiency
Better capacity retention means less range loss over time for an electric vehicle
Data based on internal measurements taken as part of verificiation process.

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February 2021

ASX: NVX OTCQX: NVNXF

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Phased Growth Plan For NOVONIX Anode Materials
Phase 3 (Large Scale)
150K Tonne / Yr
Volume /
tonnage phased Phase 2 (Medium Scale)
growth
40K Tonne / Yr
Phase 1 (Initial Ramp-up)
2K Tonne / Yr
2020 - 2021 2022 - 2025 2026 - 2030
2020 2025 2030
Anode Materials Anode Materials Anode Materials
NOVONIX’s annual production volume annual production volume annual production volume
illustrative would equate to: would equate to: would equate to:
(1)
scale plan
~36K ~727K ~2.7mm
per year per year per year
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(1) Assumes 55kg of graphite per EV.

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February 2021

ASX: NVX OTCQX: NVNXF

Investment Highlights

Developer and supplier of the most accurate battery testing technology in the world, providing unique customer and industry insight

Proprietary processes and in-house capability across the value chain driving innovation and commercial opportunities

Only qualified US-based supplier of synthetic graphite anode material, with longer cycle life at lower costs a key driver for industry adoption

Demand for technologies underpinned by exponential growth in EV sales and energy storage demand over the next decade and beyond

Clear path to profitability with global tier 1 customer base

Highly credentialed leadership team, continuing to successfully execute growth agenda

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NOVONIX of the Future

At the forefront of product innovation and development, leveraging NOVONIX Battery Technology Solutions’ unique insight into the battery development and material technology ecosystem

Technology leader throughout the EV battery and energy storage supply chain and continuous expansion into new applications

NOVONIX Anode Materials production capacity scaled to 150,000 tons per annum

Highly developed IP with leading market positions

Highly profitable with strong cash flow generation, enabling continued pursuit of profitable, high-growth opportunities

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February 2021

ASX: NVX

OTCQX: NVNXF

10 µm

Graphite SC-622 Graphite SC 622 Overview of proposed equity capital raising

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Offer Size and Structure	• Fully underwritten institutional placement to raise approximately $115 million within NOVONIX’s current placement capacity under ASX Listing Rule 7.1 (“Institutional Placement”), through the issue of 39.7 million New Shares (representing approximately 11.3% of the total shares of the Company prior to the issue of New Shares) • Placements of new shares to certain directors of NOVONIX or entities associated with them to raise $16.45 million on a non-underwritten basis, subject to approval by shareholders of NOVONIX and completion of the Institutional Placement and SPP (“Conditional Placements”) • Following completion of the Institutional Placement, NOVONIX will also offer a non-underwritten Share Purchase Plan (“SPP”) to eligible Australian and New Zealand shareholders
Offer Pricing	• $2.90 per New Share, representing a 11.9% discount to the closing price of $3.29 on 24 February 2021
Use of Proceeds	• Capex and working capital to scale production for NOVONIX Anode Materials • R&D activities across cathode and other advanced battery materials technology • General corporate costs and international growth opportunities
Share Purchase Plan	• A Share Purchase Plan (“SPP”) will be undertaken to allow eligible Australian and New Zealand shareholders to acquire up to $10,000 of New Shares (subject to scale-back) • New Shares under the SPP are to be issued at the Institutional Placement price of $2.90 per New Share • The SPP aims to raise approximately $15 million. NOVONIX may decide to accept applications (in whole or in part) that result in the SPP raising more or less than this amount in its absolute discretion. The SPP is not underwritten • Further details will be provided to eligible shareholders in due course
Underwriting	• The Institutional Placement is fully underwritten by the Lead Manager and Bookrunner, Citigroup Global Markets Australia Pty Limited (“Citi”) • The Conditional Placements and the SPP are not underwritten
Ranking	• New shares issued will rank equally with existing NOVONIX shares

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February 2021

ASX: NVX OTCQX: NVNXF

	Activity	Date
Placement	Trading halt and announcement of Institutional Placement	Thursday, 25 February 2021
	Institutional Placement Bookbuild opens	Thursday, 25 February 2021
	Institutional Placement Bookbuild closes	Thursday, 25 February 2021
	Announcement of completion of Institutional Placement	Friday, 26 February 2021
	Trading halt lifted	Friday, 26 February 2021
	Settlement of New Shares under the Institutional Placement	Tuesday, 2 March 2021
	Allotment of new shares under the Institutional Placement	Wednesday, 3 March 2021
SPP	Record date for determining eligibility under the SPP	7:00pm, Wednesday 24 February 2021
	Despatch of SPP Booklet and SPP opens	Thursday, 4 March 2021
	SPP closes	Monday, 22 March 2021
	Allotment of new shares under the SPP	Monday, 29 March 2021
	Normal trading of new shares under the SPP	Tuesday, 30 March 2021
	Despatch of holding statements	Tuesday, 30 March 2021
Other	Shareholder meeting to approve Conditional Placements	April 2021
	Allotment of new shares under the Conditional Placements	April 2021

*Timetable subject to change without notice.

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February 2021

ASX: NVX OTCQX: NVNXF

Sources & Uses

Use of Offer Proceeds

Sources(1)	$ million
Institutional Placement	115
Total	115
Uses	$ million
A. NOVONIX Anode Materials	95
B. Research & Development	10
C. Corporate Costs & International Growth Opportunities	10
Total	115

A. NOVONIX Anode Materials

Capex and working capital to scale production to 10,000tpa
Includes new site expansion and equipment coming online over the next 24 months, as well as working capital associated with increased production levels
Increased scale is expected to enhance offering to customers that may have minimum contracting volume requirements. At 2,000tpa of anode, Management expect to secure multi-year contracts and generate healthy free cash flow to support growth
Future equity funding requirements expected to reduce significantly, with access to debt funding alternatives as the business scales
B. Research & Development
Two year development program for NOVONIX Cathode Materials, with focus on scaling up process technology; demonstrating commercial performance compared to industry standards through a pilot line with in-house testing capabilities; and continuing to bolster IP portfolio
Expansion of Professor Obrovac’s team at Dalhousie University to focus on other continued technology programs (silicon, lithium-metal / solid state and beyond lithium-ion)
Expect to leverage Canadian government (state and local) support in these R&D funding initiatives
C. Corporate Costs & International Growth Opportunities
Working capital associated with further growth initiatives
Pursue global growth initiatives including expansion, partnerships and licensing
Transaction costs linked to the offer

(1) Excludes funds raised through the non-underwritten SPP and Conditional Placements. Funds raised via the SPP and Conditional Placements will further strengthen R&D investment and the ability to pursue international growth opportunities.

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Post equity raising, NOVONIX will have $137mm of cash available to significantly scale production and pursue other growth initiatives

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Cash Position
($m)
112 137
Following the $115m equity raising,
NOVONIX will have $137m of pro forma
unrestricted cash, allowing the company to
scale production, fund R&D and explore
future growth opportunities
39 (14)
25
30-Jun-20 1H21 31-Dec-20 Net Proceeds (1) 31-Dec-20 Pro Forma
Cash Position Net Cash Flow Cash Position of Offer Cash Position
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(1) Proceeds excluding the Conditional Placements and Share Purchase Plan. Proceeds are net of transaction costs.

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10 µm

Graphite SC-622 Graphite SC 622 1H21 Results Summary

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Operational Highlights

NET ASSETS

Half-year ending 31-Dec-20 A$58,571,939 ______ Full-year ending 30-Jun-20: A$66,532,293

CASH & CASH EQUIVALENTS

Half-year ending 31-Dec-20 A$25,285,170 ______ Full-year ending 30-Jun-20: A$38,807,662

STATUTORY AFTER-TAX LOSS

Half-year ending 31-Dec-20 A$10,767,755 ______ Half-year ending 31-Dec-19: A$7,033,673

NOVONIX Battery Technology Solutions

NOVONIX Anode Materials

During HY21, NOVONIX BTS has continued to see strong revenue growth especially through services including battery prototyping, materials evaluation and cell vendor qualification testing
During HY21, significant progress has been made executing on the NOVONIX Anode Materials business plan
In the process of expanding production capacity for batterygrade synthetic graphite material
In addition to customer driven activities, the team invested internally in new materials development programs, as well as large opportunity, downstream application projects
Strengthened relationships with a number of key target clients
Expanded staff and initiated build out of the addition to the existing NOVONIX BTS facility to add ~65% to the existing facility size
The plant extension plan will increase target capacity to 2,000 tonnes/year by the end of CY21 and will utilise new furnace technology developed under NOVONIX’s strategic alliance with US-based Harper International Corporation

Recap of Recent Announcements

22-Dec-2020: 21-Jan-21: 19-Feb-21: Strategic alliance announced with US-based NOVONIX Anode Materials Emera and NOVONIX partner Harper International to develop specialised selected to receive on innovative battery storage furnace technology to enhance NOVONIX’s US$5.57m grant from the US technology synthetic graphite manufacturing process Department of Energy 22-Dec-2020: 19-Jan-21: 12-Feb-21: Expanded collaboration with Samsung to Leading researcher Professor NOVONIX entered into new utilise the next generation technology Jeff Dahn appointed as Chief 5-year research sponsorship being developed with Harper Scientific Advisor, effective July agreement with Mark International, with production set to 2021 Obrovac’s Research Group of commence in the second half of 2021 Dalhousie University

22-Dec-2020:

Strategic alliance announced with US-based Harper International to develop specialised furnace technology to enhance NOVONIX’s synthetic graphite manufacturing process

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NOVONIX Anode Material

Begin regular large volume deliveries for Samsung contract commencing 2[nd] half 2021
Progress Sanyo MOU supporting sample testing from production line
Expand capacity towards 2,000 tpa funded target
Continue advancement of additional customer development programs
Integrate new processing technology to NOVONIX Anode Material production line
Finalize plan for Phase 2 growth to 40,000 tonne / year

Battery Technology Solutions (BTS)

Continue strong revenue growth in services and hardware sales
Accelerate R&D developed under the renewed sponsorship of Dr. Obrovac’s group at Dalhousie University
Expand IP portfolio on graphite-silicon materials and cathode materials
Install multi kilogram-scale synthesis capabilities in-house using new patented processes
Establish collaboration partnerships for further scale-up of cathode technology
Continue to develop international growth opportunities
Begin preparation of 10,000 tonne facility

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CORPORATE

Chairman:
Group CEO: Dr Chris Burns

Tony Bellas Dr Chris Burns Email: [email protected] Email: [email protected]

OPERATIONS

BTS - Bedford, Nova Scotia, CANADA

177 Bluewater Road, Bedford, NS B4B 1H1, Canada

Company Secretary and Financial • Group CFO: Controller: Nick Liveris Suzanne Yeates Email: [email protected]

Email: [email protected]

Send all investor queries to: [email protected]

Novonix Anode Materials - Chattanooga, Tennessee, USA 353 Corporate Place, Chattanooga, TN, 37419, USA

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10 µm Graphite SC-622 Graphite SC 622 Risk Factors and Summary of the Underwriting Agreement

1. Supplier risks associated with materials supply contracts including requirements to meet supply specifications and other customer requirements

On 9 December 2019 the Company announced a supply and R&D collaboration agreement with Samsung SDI, an international manufacturer of lithium-ion batteries. Delivery of the initial 500 tons of PUREgraphite anode material under the agreement is conditional upon meeting Samsung’s quality assurance and supply processes, and battery market conditions (at Samsung SDI’s discretion). Further deliveries may be made, subject to the Company’s supply performance, market conditions, agreement on price and quantities, and Samsung SDI’s overall requirements.

There is a risk that the Company cannot meet Samsung SDI’s requirements or that for some other reasons (such as market demand or pricing) Samsung SDI does not purchase the PUREgraphite product from NOVONIX Anode Materials, or that the price offered by Samsung SDI is not profitable for the Company. The Company’s agreement with Sanyo is a non-binding MOU to share technology. There is no guarantee that this may result in a binding sales agreement. Furthermore, the Company’s aspiration is to enter into supply contracts with other customers by 2022. Doing is subject to significant risks, many of which are outside the Company’s control. For example, competition from alternative suppliers, technological innovation that may displace lithium ion batteries or anode materials used in lithium ion batteries, and competitive pricing and margins.

2. Exchange rate risks

Contracts for supply of anode materials are likely to be in $US. Exchange rate movements may impact on the rate to which earnings convert to Australian dollars.

3. Operational risks associated with advanced materials manufacturing and scaling from small scale to large scale

The Company is currently expanding the capacity of its anode material plant to a processing plant with an expected capacity of 2,000 tons/year of synthetic graphite. There is a risk that the cost and time estimates for the development may not be met, or that there may be delays and unforeseen costs in expanding the processing capacity of the plant. As well, there is a risk that the plant may fail to perform to expectations, resulting in lower rates of production and/or product failing to meet customer specifications. Any prolonged disruptions in the operation of the processing plan once it is operational could also affect the Company's financial condition.

4. Financial risk

As disclosed in this presentation, the Company achieved a net loss before income tax of $10,767,755 and net operating cash outflows of $4,025,817 for the half year ended 31 December 2020. The Company’s ability to continue as a going concern is depending upon meeting its cash flow forecasts, raising capital as and when required and successfully and profitably growing its battery materials, consulting and technology business. There are considerable financial risks in this.

5. Capital requirements

The Company's capital requirements depend on numerous factors. Depending on the Company's ability to generate income from its operations, the Company may seek to raise further funds through equity or debt financing or other means. There can be no assurance that additional finance will be available when needed or, if available, the terms of the financing might not be favourable to the Company and might involve substantial dilution to shareholders.

Loan agreements and other financing rearrangements such as debt facilities and convertible note issues that may be entered into by the Company may contain covenants, undertakings and other provisions which, if breached, may entitle lenders to accelerate repayment of loans and there is no assurance that the Company would be able to repay such loans in the event of an acceleration. Enforcement of any security granted by the Company could also result in the loss of assets.

If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its programs. This could have a material adverse effect on the Company's activities. Unfavourable market conditions may adversely affect the Company's ability to raise additional funding regardless of the Company's operating performance.

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6. Development and commercialisation

The Company’s ability to generate revenues from its multiple anode products and technology, including the recently announced High Efficiency Continuous Graphitization Furnace Technology for Lithium-Ion Battery Synthetic Graphite Material, in the future will be subject to a number of factors, including but not limited to the technologies performing to a level sufficient to warrant commercialisation. The development, testing and manufacture of novel technologies is a high risk industry and whilst the Company has confidence in the development and results to date there is no guarantee that the Company will be able to successfully commercialise the products (including in a profitable sense).

Additionally, the Company's business depends on technology and is subject to technological change. If the Company fails to capitalise upon technological change or anticipate and respond to the demand and industry standards for new or existing products and technologies on a timely and cost-effective basis, or fails to adapt to technological advancements and changing standards, it may be unable to compete effectively.

The adoption of new technologies or industry practices may require the Company to devote additional resources to improve and adapt its products, and there can be no assurance these investments will be successful. If there is insufficient demand for a new product or customers do not subscribe to new products in a timely manner, new initiatives may be unsuccessful or result in significant losses.

Any failure or delay in developing new technology or an inability to exploit technology as successfully or cost-effectively as competitors, could result in a decrease in customer demand, which could have a material adverse effect on the Company’s business and cash flows, prospects for growth, financial condition and results of its operations.

7. Typical competition risks associated with the battery materials market

The battery materials market consists of a large number of small suppliers (such as the Company) and a small number of large dominating buyers. The Company faces the risk that one or more of its competitors, or a new entrant to the market, will increase its competitive position through aggressive marketing campaigns, product innovation, price discounting, acquisitions or through advances in technology. While the Company strives to remain competitive by way of continuing to develop its products, technologies and associated intellectual property licenses and maintaining competitive pricing, if the Company is unable to adapt to changing market pressures or customer demands, and keep pace with technological change relative to its competitors, or is forced to reduce pricing in response to competition, its revenues and profit margins could be affected, which could have a material adverse effect on its business and cash flows, financial condition and results of its operations.

8. Competitors gaining unauthorized access to NOVONIX’s proprietary production processes and associated intellectual property (IP)

The Company has developed proprietary production processes and associated IP. The Company protects its processes and IP in a number of ways but there is a risk that competitors may acquire knowledge of these proprietary processes and IP, and undermine what NOVONIX regards as key factors underpinning any competitive advantage it has in the market. This may impact the overall business, with respect to its financial position and overall profitability and operational output. Additionally, there is always a risk of third parties claiming involvement in technological discoveries, and if any disputes arise, they could adversely affect the Company.

While the Company will implement all reasonable endeavours to protect its intellectual property, there can be no assurance that these measures have been, or will be sufficient.

9. Insurance risks

The Company insures its operations in accordance with industry practice. However, in certain circumstances, the Company’s insurance may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect of the business, financial condition and results of the Company.

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10. Reliance on key management

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. Whilst the key management team has been well established with on-going stability, there can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment or are incapacitated for any length of time.

11. Third party risk

The Company will rely significantly on relationships with other entities and also on a good relationship with regulatory and government departments and other interest holders. The Company will also rely on third parties to provide essential contracting services. There can be no assurance that its existing relationships will continue to be maintained or that new ones will be successfully formed. The Company could be adversely affected by changes to such relationships or difficulties in forming new ones.

12. Overall market risk including supply and demand

The Company’s operations may be affected by global graphite prices, graphite supply and demand, and economic and geopolitical events that may affect international trade and demand. There is a risk that prolonged deterioration in general economic conditions may impact the demand for the Company's products and negatively impact the Company's financial performance, financial position, cash flows, dividends and growth prospects, and the price of Shares.

13. COVID -19

The outbreak of COVID-19 has had an impact on global economic markets. There is also the potential for further disruption to workplaces that may be consequent upon further restrictions placed on businesses and individuals and potential further disruption of markets and logistical supply chains. This may adversely affect the value of the Company’s Shares in the short to medium term. Any further COVID-19 or other pathogenic outbreaks have the potential to risk the wellbeing and health of staff.

14. Force Majeure

The Company's future prospects and operating and financial performance now or in the future may be adversely affected by risks outside the control of the Company, including fires, labour unrest, civil disorder, war, subversive activities or sabotage, floods, pandemics, explosions or other catastrophes, epidemics or quarantine restrictions.

15. Government and Legal Risk

Changes in government and monetary policies and other laws can have a significant impact on the Company's assets, operations and ultimately the financial performance of the Company and the Shares. Such changes are likely to be beyond the control of the Company and may affect industry profitability.

The Company may be exposed to legal proceedings, with or without merit over the course of its operations. The Company cannot preclude the risk of claims being brought against it, such as in connection with intellectual property rights, contractual disputes and employee claims. Any such claim or dispute if proven, may impact adversely on the Company's operations, financial performance and financial position. In the event that the Company and/or its employees or agents are found to have not met the appropriate standard of care then this may have a material adverse effect on the Company overall. The Company is not currently engaged in any material litigation.

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16. Tax law and application

The application of and change in relevant tax laws (including income tax, goods and services tax (or equivalent), rules relating to deductible liabilities, or changes in the way those tax laws are interpreted, will or may impact the tax liabilities of the Company or the tax treatment of Shares. An interpretation or application of tax laws or regulations by a relevant tax authority that is contrary to the Company's view of those laws may increase the amount of tax paid or payable by the Company.

17. Changes in international trade policy

There is potential for international trade policies and geopolitical events to affect the company’s trading and supply chains as a result of direct or unintended consequences.

18. Market price of ordinary shares will fluctuate

There have been significant fluctuations and volatility in the prices of equity securities in recent months, which may have been caused by general rather than company-specific factors, including the general state of the economy, the response to the COVID-19 pandemic, investor uncertainty, geopolitical instability, and global hostilities and tensions. In particular, the COVID-19 pandemic has resulted in significant market falls and volatility both in Australia and overseas, including in the prices of equity securities. As detailed above, there continues to exist considerable uncertainty as to the further impact of COVID-19 on the Australian and global economy and share markets including in relation to governmental action, work stoppages, university and school stoppages, lockdowns, quarantines, travel restrictions and the impact on the economy and share markets. Any of these events and resulting fluctuations may materially adversely impact the market price of the Shares. Ordinary shares trade on the ASX. It is possible that the price of the Shares will trade at a market price below the Offer Price as a result of these and other factors.

19. Underwriting risk

The Company has entered into an agreement with the Underwriter (" Underwriting Agreement "), under which the Underwriter will subscribe for all New Shares offered under the Placement if they are not acquired by investors. If certain conditions are not satisfied or certain events occur, the Underwriter may terminate the Underwriting Agreement. If the Underwriting Agreement is terminated for any reason, then the Company may not receive the full amount of the Placement, its financial position may change, and it may need to take other steps to raise capital. Refer to the Underwriting Summary section of this presentation for a summary of the key terms of the Underwriting Agreement.

These risks are associated with an investment in Shares but are not an exhaustive list.

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Citigroup Global Markets Australia Pty Limited (" Underwriter ") will be the sole bookrunner, lead manager and underwriter of the Placement. The Company has entered into an Underwriting Agreement with the Underwriter in respect of the Placement (" Underwriting Agreement ").

Key terms of Underwriting Agreement

The Underwriter's obligation to underwrite and manage the Placement is conditional on certain matters, including ASX granting a trading halt, the Company releasing to ASX the Announcement, and the timely delivery of the due diligence questionnaire and certain other documents to the Underwriter.

Details of the fees payable to the Underwriter will be available in the Appendix 3B to be released to ASX in respect of the Placement.

The Company also gives certain representations, warranties and undertakings to the Underwriter and an indemnity to the Underwriter and its affiliates subject to certain carve-outs.

Termination events

The Underwriter may, in certain circumstances, by written notice to the Company, immediately terminate its obligations under the Underwriting Agreement without cost or liability at any time if any one or more of the following occurs on or before the Allotment Date:

(*) the Company is in breach of the Underwriting Agreement or any of the Company's representations or warranties in the Underwriting Agreement are not true or correct when made or taken to be made;
in the Underwriter's reasonable opinion, a statement in the Offer Materials is or becomes false, misleading or deceptive or is likely to mislead or deceive (including by omission);
an event specified in the Timetable is delayed (other than any delay agreed between the Company and the Underwriter in writing);
if all or any part of any contract that is material to the business of the Group:
is amended or varied without the consent of the Underwriter;
is terminated;
is breached;
ceases to have effect, otherwise than in accordance with its terms; or
is or becomes void, voidable, illegal, invalid or unenforceable (other than by reason only of a party waiving any of its rights) or capable of being terminated, rescinded or avoided or of limited force and affect, or its performance is or becomes illegal;
the Company is unable or is unlikely to be able to issue the Placement Shares on the Allotment Date specified in the Timetable or, if the Timetable is delayed, such revised allotment date as the Underwriter consents to (with such consent not being unreasonably withheld or delayed);
any event specified in the Timetable is delayed for more than one business day without the prior written consent of the Underwriter;
the Company alters its capital structure (other than as contemplated in the Underwriting Agreement) or constituent documents without the prior consent of the Underwriter;

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any adverse change occurs in the assets, liabilities, financial position or performance, profits, losses or prospects of the Company or the Group, including any adverse change in the assets, liabilities, financial position or performance, profits, losses or prospects of the Company or the Group from those respectively disclosed in:
- the ASX Materials; or
the Company's financial results for the full year ended 30 June 2020 or any other subsequent disclosure made to the ASX prior to the date of this Agreement;
the Company or a member of the Group ceases to be solvent or is unable to pay its debts as and when they fall due;
the Company or its respective directors or officers (as these terms are defined in the Corporations Act) engage in any fraudulent conduct or activity in connection with the Placement;
either Dr Chris Burns (CEO), Nick Liveris (CFO) or Jeff Dahn (Chief Scientific Advisor) is removed from office;
(*) a change in the senior management or the board of directors of the Company occurs or is announced;
there are not, or there ceases to be, reasonable grounds for any statement or estimate by the Company in the Offer Materials (including any financial forecasts);
(*) responses to the due diligence questionnaire or any other information supplied by or on behalf of the Company to the Underwriter in relation to the Group or the Placement is, or becomes, false or misleading or deceptive, or likely to mislead or deceive, including by way of omission;
a statement contained in the Offer Materials is, or the Underwriter becomes aware that such a statement was at the time it was made, false, misleading or deceptive (including by way of omission);
ASIC issues, or threatens to issue, proceedings or commences any inquiry or investigation in relation to the Placement which: - becomes public; or
is not withdrawn within 24 hours, or by 7.00am on the Settlement Date (whichever is earlier);
the ASX makes any official statement to any person, or indicates to the Company, or the Underwriter (whether or not by way of an official statement) that existing Shares will be suspended from quotation, the Company will be removed from the official list of the ASX or that quotation of all of the Placement Shares will not be granted by the ASX or such approval has not been given before the close of business on the last date on which the Placement Shares may be allotted under clause 2.1 or such suspension from quotation occurs which:
becomes public; or
is not withdrawn within 24 hours, or by 7.00am on the Settlement Date (whichever is earlier);
any regulatory body commences any public action against an officer of the Company in his or her capacity as an officer of the Company or announces that it intends to take any such action or an officer of the Company is charged with an indictable offence or is disqualified from managing a corporation under the Corporations Act;
any government or any governmental or regulatory body issues, or threatens to issue, proceedings or commences any inquiry or investigation into the Company, the Group or the Placement;

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hostilities not presently existing at the date of the Underwriting Agreement commence (whether war has been declared or not) or an escalation in existing hostilities occurs (whether war has been declared or not) involving any one or more of Australia, New Zealand, the United States of America, Canada, any member of the European Union, Hong Kong, Japan, Singapore, the People's Republic of China or the United Kingdom, or a terrorist act is perpetrated on any of those countries or any diplomatic, military, commercial or political establishment of any of these countries elsewhere in the world;
the ASX/S&P 300 Index falls by 12% or more below its level at market close on the trading day immediately prior to the date of this Agreement;
(*) there is introduced or there is a public announcement of a proposal to introduce, into the Parliament of Australia, New Zealand or any State of Australia a new law, or the Reserve Bank of Australia, or any Commonwealth or State authority, adopts or announces a proposal to adopt a new policy (other than a law or policy which has been announced before the date of the Underwriting Agreement); or
(*) any of the following occurs:
a general moratorium on commercial banking activities in Australia, the United States, Hong Kong, the United Kingdom or Singapore is declared by the relevant central banking authority in any of those countries, or there is a material disruption in commercial banking or security settlement or clearance services in any of those countries;
trading in all securities quoted or listed on ASX, the London Stock Exchange, the Hong Kong Stock Exchange, the New York Stock Exchange or Singapore Stock Exchange is suspended or limited in a material respect for one day (or a substantial part of one day) on which that exchange is open for trading (other than non-market linked outages including disruptions due to the CHESS settlement operations being unable to complete the settlement process) or a Level 3 "market-wide circuit breaker" is implemented by the New York Stock Exchange upon a 20% decrease against the prior day's closing price of the S&P 500 Index only; or
there is any adverse change to the existing financial markets, political or economic conditions of, or currency exchange rates or controls in Australia, the United States of America, Hong Kong, the United Kingdom or Singapore, or the international financial markets or any prospective adverse change in national or international political, economic or financial conditions; or
there is an event, occurrence or non-occurrence after the execution of the Underwriting Agreement which makes it illegal or commercially impracticable for the Underwriter to satisfy a material obligation under the Underwriting Agreement, or to market, promote or settle the offer of Placement Shares, or that causes the Underwriter to delay satisfying a material obligation under the Underwriting Agreement, including, without limitation:
any acts, statute, order, rule, regulation, directive or request of any Government Agency, orders of any courts, lockdowns, lock-outs, forced closures, restrictions on mobility, or interruptions or restrictions in transportation which has this impact; or
any acts of God or other natural forces, civil unrest or other civil disturbance, currency restriction, embargo, action or inaction by a Government Agency, or any other event similar to those enumerated above.

Clause 7.2 of the Underwriting Agreement provides that the Underwriter may not terminate the Underwriting Agreement in reliance on any of the above termination events denoted with an asterisk (*) unless the Underwriter has reasonable grounds to believe and does believe that the relevant event:

will, or is likely to, give rise to a liability of the Underwriter under, or give rise to, or result in, the Underwriter contravening, or being considered to be involved in a contravention of, any Applicable Law;
has or may have a material adverse effect on
the marketing, settlement or outcome of the Placement, or on the ability of the Underwriter to market or promote or settle the Placement;
the likely trading price of the Shares (including the Placement Shares); or
the willingness of investors to subscribe for Placement Shares.

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If the Underwriter terminates its obligations under the Underwriting Agreement, its obligations under the Underwriting Agreement will immediately end.

In this summary:

" Announcement " means an announcement that discloses the Placement, the Placement Purpose, the SPP, the financial results of the Company for the half year ended 31 December 2020 and any other "excluded information" (within the meaning of subsections 708A(7) and (8) of the Corporations Act;
" Applicable Laws " the ASX Listing Rules, the ASIC Market Integrity Rules, the ASX Settlement Operating Rules, the Corporations Act, any legally binding requirement of ASIC or ASX and any other applicable laws, regulations or rules;
" ASX Materials " means the Announcement, the Cleansing Notice (being a written notice that complies with subsection 708A(6) of the Corporations Act), the Appendix 3B, the Appendix 2A and any announcement or material accompanying them given to ASX by the Company in respect of the Placement and any supplement or amendment to or replacement of those materials;
” Government Agency " means:
any government in any jurisdiction, whether federal, state, territorial or local;
any department, office or minister of any government;
governmental, semi-governmental, regulatory, self-regulatory, administrative, fiscal, judicial or quasi-judicial agency, authority, board, commission, tribunal or entity, including ASIC; and
any non-government regulatory authority, including ASX;
" Group " means the Company and each of its related bodies corporate and subsidiaries;
" Offer Materials " means the ASX Materials, the Confirmation Letter (being the letter to be sent to, and signed by, each investor confirming its participation in the Placement incorporating relevant representations, warranties and agreements from the Master ECM Terms dated 26 October 2020 and available on the AFMA website (www.afma.com.au), as may be amended by the Underwriter in consultation with the Company), and any Bloomberg email sent to investors.
" Timetable " means the timetable for the Placement as described in the Underwriting Agreement.

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This document does not constitute an offer of new ordinary shares ("New Shares") of the Company in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside Australia except to the extent permitted below.

Canada (British Columbia, Ontario and Quebec provinces)

This document constitutes an offering of New Shares only in the Provinces of British Columbia, Ontario and Quebec (the "Provinces"), only to persons to whom New Shares may be lawfully distributed in the Provinces, and only by persons permitted to sell such securities. This document is not a prospectus, an advertisement or a public offering of securities in the Provinces. This document may only be distributed in the Provinces to persons who are "accredited investors" within the meaning of National Instrument 45-106 – Prospectus Exemptions , of the Canadian Securities Administrators.

No securities commission or authority in the Provinces has reviewed or in any way passed upon this document, the merits of the New Shares or the offering of the New Shares and any representation to the contrary is an offence.

No prospectus has been, or will be, filed in the Provinces with respect to the offering of New Shares or the resale of such securities. Any person in the Provinces lawfully participating in the offer will not receive the information, legal rights or protections that would be afforded had a prospectus been filed and receipted by the securities regulator in the applicable Province. Furthermore, any resale of the New Shares in the Provinces must be made in accordance with applicable Canadian securities laws. While such resale restrictions generally do not apply to a first trade in a security of a foreign, non-Canadian reporting issuer that is made through an exchange or market outside Canada, Canadian purchasers should seek legal advice prior to any resale of the New Shares.

The Company as well as its directors and officers may be located outside Canada and, as a result, it may not be possible for purchasers to effect service of process within Canada upon the Company or its directors or officers. All or a substantial portion of the assets of the Company and such persons may be located outside Canada and, as a result, it may not be possible to satisfy a judgment against the Company or such persons in Canada or to enforce a judgment obtained in Canadian courts against the Company or such persons outside Canada.

Any financial information contained in this document has been prepared in accordance with Australian Accounting Standards and also comply with International Financial Reporting Standards and interpretations issued by the International Accounting Standards Board. Unless stated otherwise, all dollar amounts contained in this document are in Australian dollars.

Statutory rights of action for damages and rescission. Securities legislation in certain Provinces may provide a purchaser with remedies for rescission or damages if an offering memorandum contains a misrepresentation, provided the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s Province. A purchaser may refer to any applicable provision of the securities legislation of the purchaser’s Province for particulars of these rights or consult with a legal adviser.

Certain Canadian income tax considerations. Prospective purchasers of the New Shares should consult their own tax adviser with respect to any taxes payable in connection with the acquisition, holding or disposition of the New Shares as there are Canadian tax implications for investors in the Provinces.

Language of documents in Canada. Upon receipt of this document, each investor in Canada hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the New Shares (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement.

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European Union

This document has not been, and will not be, registered with or approved by any securities regulator in the European Union. Accordingly, this document may not be made available, nor may the New Shares be offered for sale, in the European Union except in circumstances that do not require a prospectus under Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union (the "Prospectus Regulation").

In accordance with Article 1(4)(a) of the Prospectus Regulation, an offer of New Shares in the European Union is limited to persons who are "qualified investors" (as defined in Article 2(e) of the Prospectus Regulation).

Hong Kong

WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO and any rules made under that ordinance).

No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors. No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.

The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

New Zealand

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the "FMC Act"). The New Shares are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than to a person who:

is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;
meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;
is large within the meaning of clause 39 of Schedule 1 of the FMC Act;
is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or
is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

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February 2021

ASX: NVX

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Switzerland

The New Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange or on any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the New Shares constitutes a prospectus or a similar notice, as such terms are understood under art. 35 of the Swiss Financial Services Act or the listing rules of any stock exchange or regulated trading facility in Switzerland.

Neither this document nor any other offering or marketing material relating to the New Shares may be publicly distributed or otherwise made publicly available in Switzerland. The New Shares will only be offered to investors who qualify as "professional clients" (as defined in the Swiss Financial Services Act). This document is personal to the recipient and not for general circulation in Switzerland.

No offering or marketing material relating to the New Shares has been, nor will be, filed with or approved by any Swiss regulatory authority or authorised review body. In particular, this document will not be filed with, and the offer of New Shares will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA).

United Kingdom

Neither this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Shares.

The New Shares may not be offered or sold in the United Kingdom by means of this document or any other document, except in circumstances that do not require the publication of a prospectus under section 86(1) of the FSMA. This document is issued on a confidential basis in the United Kingdom to "qualified investors" within the meaning of Article 2(e) of the UK Prospectus Regulation. This document may not be distributed or reproduced, in whole or in part, nor may its contents be disclosed by recipients, to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to the Company.

In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investment to which this document relates is available only to relevant persons. Any person who is not a relevant person should not act or rely on this document.

United States

This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The New Shares have not been, and will not be, registered under the US Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

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10 µm

Graphite SC-622 Graphite SC 622 Appendix – NOVONIX Technology

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Battery Technology Solutions (BTS) provides cutting edge technology that is highly sought after for R&D services to create the next gen battery — accelerating R&D from years to weeks with proprietary technology

Technology R&D Services (in-house) High Precision Cycler Differential Thermal Materials Development Cell Design and Cell Testing (HPC) Analysis (DTA) and Characterization Prototyping Enables quick reliable Measures composition Analytical Pouch and cylindrical cell Diagnostic tools and predictions of battery evolution over time Materials Lab manufacturing pilot line performance testing lifetime

Battery Technology Solutions’ positioning places at the forefront of the battery technology industry

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Demonstrated and Projected Performance Predicted to Exceed 1 Million Miles[(1)]

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•
•
•
0 500,000 1,000,000
Equivalent Driving Miles
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SC NMC622 / NOVONIX Anode Material + Adv. Electrolyte SC NMC622 / Gr + Adv. Electrolyte

SC NMC622 / Gr

NMC622 / Gr (Commercially Available Reference Materials)

°
• 40 C full depth of discharge cycling
Assumed 330 mile range
Projection lines shown for guidance
Data based on internal measurements taken as part of verificiation process.

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SAMSUNG Supply Agreement and R&D Collaboration

Initial supply of 500 tons of synthetic graphite anode material commencing 2[nd] half 2021 (subject to SAMSUNG’s required quality assurance processes)

SANYO Commercial Collaboration

Non-binding MOU to assess anode materials and supply for EV and ESS following positive test results in Japan
Working toward longer term supply agreement
R&D collaboration agreement on new materials
Conditional on supplier audit and QA

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Source: (1) Avicenne Energy 2020.

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With multiple patent applications filed, NOVONIX’s Dry Particle Microgranulation (DPMG) technology delivers higher yields at lower costs

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Input Material In-Process Product
Graphite
Materials
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100% Yield (recovery of waste fines to high value product) | Relatively lower cost | Flexible precursor inputs

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Polycrystaline Single Crystal
Input Material
Product Product
Or
Cathode
Materials
10µm 10µm
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100% Yield (recovery of waste fines to high value product) | No water waste | Relatively lower cost | High Nickel cathode materials

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AI assistant

NOVONIX Ltd — Capital/Financing Update 2021

33557_rns_2021-02-24_018e4371-df86-4107-b7a1-be2becdd5418.pdf

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

Proposed Equity Capital Raising

Recap of Recent Announcements

1H21 Results

Leadership Team

Board of Directors

Making Batteries Better – Longer Life at a Lower Cost

Customers Represented Globally Across Key End-markets

EV Headlines

Lithium ion battery demand is projected to increase demand and production capacity >4x over the next decade

2019 Active Cathode Materials

2019 NMC Production Geography

The Million-Mile Battery requires four critical elements:

has all four elements in-house

NOVONIX’s Competitive Advantage

We deliver the performance required

We are globally competitive on cost

We guarantee safety

We are the green alternative

Key Customer Decision Drivers for Synthetic Graphite Anode Material

is the leader in key performance measure shown

Investment Highlights

NOVONIX of the Future

Sources & Uses

Use of Offer Proceeds

A. NOVONIX Anode Materials

Post equity raising, NOVONIX will have $137mm of cash available to significantly scale production and pursue other growth initiatives

Operational Highlights

NET ASSETS

CASH & CASH EQUIVALENTS

STATUTORY AFTER-TAX LOSS

NOVONIX Battery Technology Solutions

NOVONIX Anode Materials

Recap of Recent Announcements

NOVONIX Anode Material

Battery Technology Solutions (BTS)

CORPORATE

OPERATIONS

Send all investor queries to: [email protected]

1. Supplier risks associated with materials supply contracts including requirements to meet supply specifications and other customer requirements

2. Exchange rate risks

3. Operational risks associated with advanced materials manufacturing and scaling from small scale to large scale

4. Financial risk

5. Capital requirements

6. Development and commercialisation

7. Typical competition risks associated with the battery materials market

9. Insurance risks

10. Reliance on key management

11. Third party risk

12. Overall market risk including supply and demand

13. COVID -19

14. Force Majeure

15. Government and Legal Risk

16. Tax law and application

17. Changes in international trade policy

18. Market price of ordinary shares will fluctuate

19. Underwriting risk

Key terms of Underwriting Agreement

Termination events

Canada (British Columbia, Ontario and Quebec provinces)

European Union

Hong Kong

New Zealand

Switzerland

United Kingdom

United States

Battery Technology Solutions’ positioning places at the forefront of the battery technology industry

SAMSUNG Supply Agreement and R&D Collaboration

SANYO Commercial Collaboration

More from NOVONIX Ltd

NOVONIX Ltd Capital/Financing Update 2021