EX-99.3 4 nvx-ex99_3.htm EX-99.3 EX-99.3

 

img60816055_0.jpg

Appendix 3B - Proposed issue of securities

 

 

EXHIBIT 99.3

 

 

Announcement Summary

 

 

Entity name

NOVONIX LIMITED

Announcement Type

New announcement

Date of this announcement

24/7/2025

The Proposed issue is:

A placement or other type of issue

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

 

 

 

 

 

 

 

New class-code to be

Convertible debentures

100,000,000

 

 

confirmed

 

 

 

 

 

 

 

 

 

NVX

ORDINARY FULLY PAID

783,867

 

 

 

 

 

 

Proposed +issue date

25/7/2025

 

Refer to next page for full details of the announcement

 

 

Appendix 3B - Proposed issue of securities

1 / 7

 


 

img60816055_0.jpg

Appendix 3B - Proposed issue of securities

 

 

 

 

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.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

 

 

1.2 Registered Number Type

 

Registration Number

 

ACN

 

157690830

 

 

1.3 ASX issuer code

NVX

 

1.4 The announcement is

New announcement

1.5 Date of this announcement

24/7/2025

1.6 The Proposed issue is:

A placement or other type of issue

 

 

Appendix 3B - Proposed issue of securities

2 / 7

 


 

img60816055_0.jpg

Appendix 3B - Proposed issue of securities

 

 

 

 

Part 7 - Details of proposed placement or other issue

 

 

 

 

Part 7A - Conditions

 

 

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis?

No

 

 

Part 7B - Issue details

 

 

 

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)?

New class

 

Will the proposed issue of this

+security include an offer of attaching +securities?

No

 

 

 

Details of +securities proposed to be issued

 

 

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

 

 

 

Have you received confirmation from ASX that the terms of the proposed

+securities are appropriate and equitable under listing rule 6.1? No

 

Will the entity be seeking quotation of the 'new' class of +securities on ASX?

No

 

 

 

 

 

 

ASX +security code

 

+Security description

 

 

New class-code to be confirmed

 

Convertible debentures

 

+Security type

+Convertible debt securities

 

Number of +securities proposed to be issued

100,000,000

Offer price details

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

Yes

 

 

In what currency is the cash consideration being paid?

 

What is the issue price per

+security?

 

 

 

 

 

USD - US Dollar

 

USD 0.95000

 

AUD equivalent to issue price amount per +security

1.442235

 

 

Appendix 3B - Proposed issue of securities

3 / 7

 


 

img60816055_0.jpg

Appendix 3B - Proposed issue of securities

 

 

 

FX rate (in format AUD 1.00 / primary currency rate):

 

FX rate (in format AUD rate/primary currency rate) Primary Currency rate

 

 

USD 0.65870000

AUD 1.00

 

 

 

 

 

 

Will all the +securities issued in this class rank equally in all respects from their issue date?

Yes

 

 

 

+Convertible debt securities details

 

These securities are:

 

Type of security

Convertible

 

Convertible note or bond

 

 

 

 

 

 

+Security currency

 

Face value

USD - US Dollar

 

USD 1.0000

 

 

 

 

Interest rate type

Fixed rate

 

Frequency of coupon/interest

payments per year

 

First interest payment date

Semi-annual

 

 

 

 

25/1/2026

 

 

 

Interest rate per annum

5.00000 %

 

Is the interest rate per annum

estimated at this time?

 

No

 

 

s128F of the Income Tax Assessment Act status applicable to the +security

s128F exemption status unknown

 

Is the +security perpetual (ie. no

maturity date)?

 

Maturity date

No

 

25/1/2027

 

 

 

Select other features applicable to the +security

 

 

Redeemable

 

 

 

 

 

Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)?

 

If yes, what is the first trigger date

25/7/2025

Yes

 

 

 

 

Details of the type of +security that will be issued if the securities are converted, transformed or exchanged

NVX : ORDINARY FULLY PAID

 

 

Appendix 3B - Proposed issue of securities

4 / 7

 


 

img60816055_0.jpg

Appendix 3B - Proposed issue of securities

 

 

Number of +securities that will be issued if the +securities are converted, transformed or exchanged (including, if applicable, any interest)

 

The number of ordinary shares to be issued under the First Drawdown is 84,527,857, Second Drawdown is 122,479,139, and Additional Drawdown is 138,004,664.

 

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

 

Refer to ASX announcement on 24 July 2025, NOVONIX Announces Entry into Funding Agreement with Yorkville Advisors Global, LP.

 

 

 

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)?

Existing class

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

 

Number of +securities proposed to be issued

783,867

Offer price details

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

No

 

 

Please describe the consideration being provided for the +securities

 

Prepayment of the first three months of interest payable on the First Drawdown Convertible Debentures.

 

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

458,562.200000

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

25/7/2025

 

 

Appendix 3B - Proposed issue of securities

5 / 7

 


 

img60816055_0.jpg

Appendix 3B - Proposed issue of securities

 

 

 

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?

Up to 94,682,978 ordinary shares can be issued upon conversion of the first drawdown convertible debentures and 783,867 ordinary shares (Interest Equity Shares) without needing to obtain shareholder approval under listing rule 7.1.

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?

No

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

 

 

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

Yes

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

Goldman Sachs & Co. LLC is serving as exclusive financial advisor to NOVONIX.

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

A financial advisory fee of the greater of US$3M and 7% of the aggregate amount committed. A further $1,000,000 is payable by the Company if the additional drawdown of $40M is not utilised.

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

No

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

Legal and other advisory fees.

 

 

 

Part 7F - Further Information

 

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

The proceeds from these convertible notes will provide additional capital for the continued build-out of our Riverside facility in Chattanooga, Tennessee and for general corporate purposes.

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

Number of +securities that will be issued if the +securities are converted, transformed or exchanged disclosed in section 7B is based on the conversion price as at the date of this Appendix 3B and it may change.

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of:

 

 

 

 

Appendix 3B - Proposed issue of securities

6 / 7

 


 

img60816055_0.jpg

Appendix 3B - Proposed issue of securities

 

 

 

The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

 

 

Appendix 3B - Proposed issue of securities

7 / 7