NOVONIX Ltd — Major Shareholding Notification 2016

Oct 26, 2016

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By Email

27 October 2016

The Company Secretary Graphitecorp Limited Level 10, 300 Ann Street Brisbane Qld 4000

Dear Ms Yeates

Notice of Initial Substantial Holder

We enclose Corporations Act 2001 Form 603, Notice of Initial Substantial Holder, lodged today with the Australian Securities Exchange.

Yours faithfully

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I.D. Bloodworth Company Secretary

603 page 1/3 15 July 2001

Form 603 Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme Graphitecorp Limited (Graphitecorp) ACN/ARSN ACN 157 690 830

1. Details of substantial holder (1)

Name Washington H. Soul Pattinson and Company Limited ACN 000 002 728 (WHSP) and its subsidiary Exco Resources Limited ACN 080 339 671 (Exco) ACN/ARSN (if applicable) As above. The holder became a substantial holder on 24/10/2016

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person’s votes (5)	Voting power (6)
Ordinary shares	16,028,818	16,028,818	18.73%

3. Details of relevant interests

3. Details of relevant interests	3. Details of relevant interests	3. Details of relevant interests	3. Details of relevant interests	3. Details of relevant interests	3. Details of relevant interests	3. Details of relevant interests
The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a
substantial holder are as follows:
	Holderof relevantinterest		Nature of relevantinterest (7)	Class andnumberofsecurities
			Relevant interest pursuant to section 608(1)(a) of
			the Corporations Act – holder of the relevant
			securities.
			Under a Development Rights Agreement dated 29
			August 2016, Exco transferred development
			rights in respect of certain sub-blocks of
	Exco		tenements in Queensland to Graphitecorp in	16,028,818 ordinary shares
			consideration for Graphitecorp issuing 15,528,818
			ordinary shares in Graphitecorp to Exco.
			Under a Placement Agreement dated 29 August
			2016, Exco paid $300,000 for 500,000 ordinary
			shares in Graphitecorp.
			Relevant interest pursuant to section 608(1)(b) of
	WHSP		the Corporations Act – has the power to exercise, or control the exercise of, a right to vote attached	16,028,818 ordinary shares
			to the relevant securities
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
	Holder of relevant	Registered holder of Person entitled to be			Class and number
	interest	securities registered asholder(8)			ofsecurities
	Exco	Exco	Exco		16,028,818 ordinary shares
	WHSP	Exco	Exco		16,028,818 ordinary shares

603 page 2/3 15 July 2001

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

a substantial holder is as follows:
Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
		Cash	Non-cash
Exco	24 October 2016	-	As per the Development Rights Agreement	15,528,818 ordinary shares
Exco	24 October 2016	$300,000	-	500,000 ordinary shares

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Washington H. Soul Pattinson and CompanyLimited ACN 000 002 728	Controls Exco Resources Limited ACN 080 339 671

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Exco	Level 32, 10 Eagle Street, Brisbane QLD 4000
WHSP	Level 1, 160 Pitt Street Mall, Sydney NSW 2000

	print name Ian David Bloodworth capacity	WHSP Company Secretary
	sign here date	27/10/2016
	DIRECTIONS
(1)	If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
	trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar,
	they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members
	is clearly set out in paragraph 7 of the form.
(2)	See the definition of "associate" in section 9 of the Corporations Act 2001.
(3)	See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(4)	The voting shares of a company constitute one class unless divided into separate classes.

(5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

• (6) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (7) Include details of:

• (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

• See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown.’”

• (9) Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

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