Novonix (NVX) adds A$3m retail share plan to A$20.7m placement
Rhea-AI Filing Summary
NOVONIX Limited has launched a Share Purchase Plan (SPP) giving eligible Australian and New Zealand shareholders the option to buy additional shares at a discounted price. The company aims to raise about A$3.0 million through the SPP at an issue price of A$0.16 per share.
Each eligible holder can apply for parcels of up to A$30,000 in new shares without brokerage, with pricing set at a 33.3% discount to the A$0.24 closing price on 15 June 2026 and a 31.2% discount to the five‑day VWAP to that date. The SPP follows an institutional placement that raised approximately A$20.7 million, with combined proceeds earmarked for capital expenditure to expand production capacity and meet forecast customer demand.
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Insights
Novonix adds retail SPP to June placement at a deep discount.
NOVONIX is complementing an institutional placement of approximately A$20.7 million with a Share Purchase Plan targeting a further A$3.0 million. The SPP is priced at A$0.16, matching the placement and materially below recent trading levels.
The offer allows eligible retail holders in Australia and New Zealand to subscribe for up to A$30,000 of shares without brokerage, with potential scale-back at the company’s discretion. Proceeds from both the placement and SPP are allocated to capital expenditure to support production capacity and forecast demand.
The timetable runs from the 16 June 2026 record date through a 14 August 2026 close, with allotment expected around 19 August 2026. Actual dilution and funds raised will depend on SPP take-up and any scale-back; future disclosures may clarify final participation levels.
Key Figures
Key Terms
Institutional Placement financial
ASX Listing Rule 7.1 regulatory
volume weighted average price (VWAP) financial
Regulation S regulatory
BPAY technical
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of June, 2026
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001-41208 |
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(Commission File Number) |
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NOVONIX LIMITED
(Translation of registrant’s name into English)
Level 38
71 Eagle Street
Brisbane, QLD 4000 Australia
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20‑F or Form 40‑F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXHIBIT INDEX
Exhibit No. |
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Description |
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Exhibit 99.1 |
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Share Purchase Plan Announcement dated June 22, 2026 |
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Exhibit 99.2 |
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Share Purchase Plan Letter to Shareholders dated June 22, 2026 |
Exhibit 99.3 |
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Share Purchase Plan Booklet dated June 22, 2026 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NOVONIX LIMITED |
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By: |
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/s/ Mr. Robert Long |
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Mr. Robert Long |
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Chief Financial Officer |
Date: June 22, 2026
EXHIBIT 99.3
NOVONIX LIMITED (ACN 157 690 830)
SHARE PURCHASE PLAN
22 June 2026
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
This is an important document and requires your immediate attention. You should read this SPP Booklet in full. This SPP Booklet is not a prospectus or product disclosure statement under the Corporations Act and has not been lodged with ASIC. If you have any questions about this document, you should seek professional advice from an adviser who is licensed by ASIC to give that advice. You can also contact the offer information line on 1300 188 463 (within Australia) or or +61 1300 188 463(outside Australia) at any time from 8.30am to 5.00pm (Sydney time), Monday to Friday (excluding public holidays). The distribution of this document (including electronic copies) outside Australia and New Zealand may be restricted by law.
Index
Key Dates 3
Chairman’s Letter 4
Summary of SPP Offer 6
Important Notices 8
How to Apply 10
Frequently Asked Questions 11
Terms and Conditions 14
Glossary 24
Corporate Directory 26
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Key Dates
Event |
Date (and time if relevant) |
Record Date |
7.00pm on 16 June 2026 |
Opening Date and date that this SPP Booklet is made available |
10.00am on 22 June 2026 |
Closing Date1 |
5.00pm on 14 August 2026 |
SPP results announcement |
On or about 17 August 2026 |
Allotment Date |
On or about 19 August 2026 |
Commencement of trading of Shares |
On or about 20 August 2026 |
Note: This timetable is indicative only and subject to change. All dates and times are Sydney time. The commencement of trading and quotation of SPP Shares is subject to confirmation from ASX. Subject to the requirements of the Corporations Act, the ASX Listing Rules and other applicable rules, NOVONIX reserves the right to amend this timetable at any time at its absolute and sole discretion, including shortening or extending the period for the SPP or accepting late Applications, either generally or in particular cases, without notice.
1 This date assumes that the Waivers are granted by ASX. If the Waivers are not granted by ASX, shareholder approval may be required which will mean that the SPP Closing Date will be extended until after shareholder approval is obtained, and, in turn, the final date to announce the SPP results and issue new shares under the SPP will be extended accordingly. It is anticipated that, if shareholder approval is required, an extraordinary general meeting will be held in mid-August 2026.
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Chairman's Letter
22 June 2026
Offer to participate in the NOVONIX Limited Share Purchase Plan
Dear Investor
As you may be aware, on 17 June 2026 NOVONIX Limited (ACN 157 690 830) (NOVONIX) announced a placement of new fully paid ordinary shares in NOVONIX (Shares) to institutional and sophisticated investors which raised approximately A$20.7 million (the Placement).
NOVONIX is now pleased to offer you the opportunity to participate in a Share Purchase Plan to raise up to A$3 million (before costs) (SPP), allowing you to apply for up to A$30,000 worth of Shares. Participation is optional.
Participation in the SPP is open to Shareholders who are shown on the Register to have an address in Australia or New Zealand, are outside the United States and are not acting for the account or benefit of a person in the United States (Eligible Shareholder).
Shares purchased under the SPP will be issued at A$0.16 per share which is the issue price of Shares under the Placement. This Issue Price represents:
NOVONIX has applied for waivers from ASX Listing Rules 7.1 and 10.11 to enable the SPP to be conducted at the Placement price and for the SPP Shares to be issued as an exception to NOVONIX's placement capacity under ASX Listing Rule 7.1 and as an exception to ASX Listing Rule 10.11 (Waivers). If the ASX does not grant the Waivers, the SPP will be conditional on shareholder approval to be sought at an extraordinary general meeting to be convened if so required. The outcome of the Waivers will impact the Key Dates summary and other anticipated dates of this Booklet. It is currently anticipated that, if shareholder approval is required, an extraordinary general meeting will be held for the purpose of considering the approval in mid-August 2026.
There are no brokerage, commission or transaction costs associated with participating in the SPP. An Eligible Shareholder may apply to acquire parcel sizes valued at:
As set out in the announcement dated 17 June 2026, NOVONIX is raising capital to fund capital expenditure required to support production capacity and meet forecast customer demand.
Novonix is targeting to raise approximately A$3 million under the SPP (before costs). The SPP is not underwritten. NOVONIX may, in its absolute discretion, apply a scaleback if it receives, in aggregate, Applications over A$3 million, however it also reserves its discretion to apply a scaleback in any other circumstances. In the event of a scale-back, you may be allocated fewer Shares than the Parcel of Shares for which you applied. If this occurs, any excess money will be refunded to you, without interest. NOVONIX may also, at its absolute discretion, issue a greater value of Shares than the target amount if it receives, in aggregate, Applications over A$3 million. If NOVONIX decides to issue a greater value, it may either accept Applications in full or scaleback applications, at its absolute discretion.
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NOVONIX reserves the right to waive strict compliance with any provision of the terms and conditions of the SPP, to amend or vary those terms and conditions and to suspend or terminate the SPP at any time.
Shares under the SPP will have the same entitlements as existing Shares. This means they will participate fully in any distributions which have a record date after the date of issue of the new Shares under the SPP, if any.
To apply for a Parcel of Shares, please follow the instructions on the Application Form and ensure your Application is received in cleared funds no later than 5:00pm (Sydney time) on 14 August 2026.
This SPP Booklet sets out the details and the terms and conditions of the SPP and I encourage you to read it carefully and in full, and to seek your own financial and taxation advice in relation to the SPP Offer, before making a decision on whether to participate. If you have any additional questions, please contact the offer information line (see details in the Corporate Directory at the back of this SPP Booklet).
On behalf of the directors of NOVONIX, I invite you to consider this opportunity to increase your investment in NOVONIX and thank you for your continued support.
Yours sincerely
Ron Edmonds
Chairman
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Summary of SPP Offer
Eligible Shareholders |
Registered holders of Shares at 7.00pm (Sydney time) on 16 June 2026. Must have a registered address in Australia or New Zealand and be outside the United States and not acting for the account or benefit of a person in the United States. |
Application amount |
Eligible Shareholders can apply for a Parcel of SPP Shares, up to an aggregate of A$30,000 across all their holdings, regardless of how many Shares they currently hold. Parcels have a dollar value of A$1,000, A$2,000, A$5,000, A$10,000, A$15,000, A$20,000 or A$30,000. |
Issue Price |
The Issue Price per SPP Share will be A$0.16 which is the issue price of Shares under the Placements announced to ASX on Wednesday, 17 June 2026. This Issue Price represents: • a 33.3% discount to the closing price of $0.24 per share on 15 June 2026; and • a 31.2% discount to the volume weighted average price (VWAP) of NOVONIX's shares over the five consecutive trading days on ASX up to and including 15 June 2026. NOVONIX has applied for the Waivers to enable the SPP to be conducted at the issue price under the Placements and for the SPP Shares to be issued as an exception to NOVONIX's placement capacity under ASX Listing Rule 7.1 and as an exception to ASX Listing Rule 10.11. If the ASX does not grant the Waivers, the SPP will be conditional on shareholder approval to be sought at an extraordinary general meeting to be convened if so required. The outcome of the Waivers will impact the Key Dates summary and other anticipated dates of this Booklet. It is currently anticipated that, if shareholder approval is required, an extraordinary general meeting will be held for the purpose of considering the approval in mid-August 2026. There is a risk that the market price of Shares may rise or fall between the date of this Booklet and the time of issue of SPP Shares under the SPP. This means that the price you pay for the SPP Shares issued to you may be less than or more than the market price of Shares at the date of this Booklet or the time of issue of the SPP Shares. Your application is unconditional and may not be withdrawn even if the market price of Shares is less than the Issue Price. |
Ranking of SPP Shares |
SPP Shares will rank equally with existing Shares. |
Scale-back |
NOVONIX has absolute discretion to scale back Applications depending on demand. In the event of a scale-back, the value of SPP Shares allocated to you may be less than the Parcel you initially applied for. Any scale-back of Applications will be conducted having regard to the shareholdings of Eligible Shareholders (as at the Record Date) who applied for SPP Shares. If this happens, you may be issued SPP Shares to a value that is less than the value of SPP Shares you applied for, and you will be refunded the difference between the value of SPP Shares issued to you (calculated using the Issue Price) and the Application Monies you paid (without interest). We expect to announce the final outcome of the SPP, including any scale-back, on 17 August 2026. |
Refunds |
Any Application Monies refunded by NOVONIX will be paid by cheque or direct debit (the payment method determined by NOVONIX in its absolute |
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discretion) in Australian currency. By applying for SPP Shares, each Shareholder authorises NOVONIX to pay any monies to be refunded by using the payment instructions of the Shareholder recorded in the Registry's records if NOVONIX should elect to pay in this manner. Any refunds will be made as soon as practicable after the Allotment Date. No interest will be paid on any money refunded. |
When to apply |
The SPP Offer opens at 10.00am (Sydney time) on 22 June 2026 and is expected to close at 5.00pm (Sydney time) on 14 August 2026. |
Allotment Date of SPP Shares |
SPP Shares are expected to be allotted on 19 August 2026. |
Dispatch of holding statements for SPP Shares and commencement of trading of SPP Shares |
It is expected that holding statements for SPP Shares will be dispatched to shareholders on 20 August 2026 and that SPP Shares will commence trading on the ASX on the same date. |
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Important Notices
This SPP Booklet is not a prospectus under the Corporations Act and has not been lodged with ASIC. The information in this SPP Booklet is not investment advice or a recommendation to acquire SPP Shares and has been prepared without taking into account your investment objectives, financial circumstances or particular needs (including financial and taxation considerations) as an investor. It is recommended that you read the entire SPP Booklet and seek professional investment advice from your financial adviser or other professional adviser before deciding whether to apply for SPP Shares.
A cooling-off regime does not apply in relation to the acquisition of SPP Shares. You cannot withdraw your Application once it has been submitted.
By submitting your Application, you are accepting the risk that the market price of Shares may change between the date you submit your Application and the Allotment Date. This means it is possible that, between the time you make your Application and up to or after the Allotment Date, you may be able to buy SPP Shares on market at a lower price than the Issue Price for the Shares under the SPP.
NOVONIX will not issue SPP Shares to an applicant if those SPP Shares, either alone or in conjunction with the issue of SPP Shares under other Applications received by NOVONIX, would contravene any law or the ASX Listing Rules. All amounts are in Australian Dollars unless otherwise explicitly stated.
Capitalised terms used in this SPP Booklet have the meaning set out in the Glossary of this SPP Booklet.
OFFERING RESTRICTIONS
This SPP Booklet is intended for use only in connection with the offer of SPP Shares to Eligible Shareholders. This SPP Booklet does not constitute an offer of securities in any place outside Australia or New Zealand and no action has been taken to permit an offering of SPP Shares in any jurisdiction outside of Australia and New Zealand.
The laws of some countries prohibit or make impracticable participation in the SPP by certain overseas Shareholders. NOVONIX has determined that it is not practical to permit Shareholders who are not shown on the Register to have an address in Australia or New Zealand to participate in the SPP.
Due to legal restrictions, nominees and custodians may not distribute this SPP Booklet or any other material relating to the SPP, and may not permit any beneficial Shareholder to participate in the SPP, in any country outside Australia or New Zealand.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
This SPP Booklet does not constitute an offer of securities in any place outside Australia or New Zealand. In particular, this SPP Booklet does not constitute an offer to sell, or a solicitation of an offer to buy, any Shares in the United States or in any other jurisdiction in which such an offer would be illegal. The Shares to be offered and sold under the SPP have not been, and will not be, registered under the U.S. Securities Act, as amended, or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States or to any person acting for the account or benefit of a person in the United States (to the extent such person is acting for the account or benefit of a person in the United States). The Shares will only be offered and
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sold outside the United States in “offshore transactions” (as defined in Rule 902(h) under the U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act.
Due to these legal restrictions, you must not send copies of this SPP Booklet or any other material relating to the SPP to any person resident in the United States or elsewhere outside Australia and New Zealand.
BPAY®2 PAYMENTS
NOVONIX recommends that payments are made via BPAY® wherever possible. New Zealand residents will have the option of making their payment by BPAY® or electronic funds transfer.
2 Registered to BPAY Pty Ltd ABN 69 079 137 518.
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How to Apply
If you would like to apply to participate in the SPP, please follow the instructions on your Application Form. You can access your personalised Application Form at https://events.miraqle.com/nvx-spp or by contacting the SPP Information Line (see details in the Corporate Directory at the back of this SPP Booklet).
Apply using BPAY®
You can make a payment by BPAY® equivalent to the dollar amount of the Parcel you wish to apply for. To do this, you must use the Biller Code and unique reference number shown on your personalised Application Form which you can access from the SPP website at https://events.miraqle.com/nvx-spp
If you make your payment with BPAY® you do not need to return your Application Form.
This is the fastest and easiest way to apply.
Application Monies must be paid in Australian dollars.
NOVONIX will not accept payment by cash, cheque, bank draft or money order.
If you are paying by BPAY®, please check your daily transaction limit and the processing cut-off time for BPAY® with your financial institution. It is strongly recommended that you apply by BPAY® to ensure that your Application is received by the Closing Date.
For Eligible Shareholders resident in New Zealand only
New Zealand residents will have the option of making their payment by BPAY® or electronic funds transfer (EFT). You can make a payment by EFT equivalent to the dollar amount of the Parcel you wish to apply for. To do this, you must complete your personalised Application Form in accordance with the instructions on the form and return it accompanied by an EFT payment in Australian currency for the amount of the Application Monies.
It is your responsibility to ensure that your payment by EFT is received by the Share Registry by no later than the Closing Date.
If you make payment by EFT, you must return your completed personalised Application Form to the Share Registry by contacting the Share Registry at capital.markets.au@cm.mpms.mufg.com.
You should ensure that sufficient funds are held in relevant account(s) to cover the Application Monies as your EFT will be processed on the day of receipt. You must use your HIN/SRN as the reference/description of your payment otherwise your payment will not be accepted.
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Frequently Asked Questions
When will the SPP Shares be issued?
It is expected that SPP Shares will be issued on 19 August 2026 and SPP Shares will commence trading on the ASX on 20 August 2026.
What is the SPP?
The SPP is an offer by NOVONIX to Eligible Shareholders to apply for up to A$30,000 worth of Shares at the Issue Price without paying any brokerage, commission or transaction costs.
How much is NOVONIX targeting to raise under the SPP?
NOVONIX is targeting to raise up to A$3 million under the SPP. In our absolute discretion, we may issue more or fewer SPP Shares than that target amount. If we receive Applications for more SPP Shares than we decide to issue, we may accept Applications for SPP Shares in full or scale back Applications for SPP Shares in our absolute discretion. In the event of a scale-back, the value of SPP Shares allocated to you may be less than the Parcel you initially applied for. If this occurs, you will be refunded the difference between the value of SPP Shares issued to you (calculated using the Issue Price) and the Application Monies you paid (without interest).
Who is eligible to participate in the SPP?
An Eligible Shareholder is a registered holder of Shares at the Record Date (being 7.00pm (Sydney time) on 16 June 2026) and shown on the Register to have an address in Australia or New Zealand and who is outside the United States and not acting for the account or benefit of a person in the United States.
Shareholders who hold Shares on behalf of persons who reside outside Australia or New Zealand, are in the United States or are acting for the account or benefit of a person in the United States are not eligible to participate in the SPP on behalf of those persons.
Custodians, trustees and nominees may only distribute documents relating to the SPP to Eligible Beneficiaries. In particular, Custodians, trustees and nominees must not distribute any documents relating to the SPP to any person in the United States or to any person acting for the account or benefit of a person in the United States.
What is the Issue Price of the SPP Shares?
The Issue Price per SPP Share is A$0.16.
What costs are associated with the SPP?
There are no brokerage, commission or transaction costs payable by Eligible Shareholders in relation to the application for, and the issue of, SPP Shares.
Do I have to participate in the SPP?
No. Participation in the SPP is optional. If you do not wish to participate in the SPP, no action is required on your part.
To decide if you would like to participate in the SPP, NOVONIX recommends you seek professional investment advice from your financial adviser or other professional adviser, and you monitor the
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market price of Shares (which is quoted on the ASX website at www.asx.com.au). This SPP Booklet does not purport to contain all of the information that you may need to make an investment decision.
What is the market price of Shares?
The market price of Shares can be obtained from the ASX’s website (www.asx.com.au) by searching for the ASX code “NVX” in the cash market prices search section.
What do I do if I am a Custodian?
If you are a Custodian, you may choose whether or not to apply for SPP Shares on behalf of your Eligible Beneficiaries.
"Eligible Beneficiaries" are Beneficiaries with a registered address in either Australia or New Zealand as at the Record Date, provided that such Beneficiary resides in Australia or New Zealand, and is not in the United States or acting for the account or benefit of a person in the United States.
If you wish to apply as a Custodian to receive SPP Shares for one or more Eligible Beneficiaries, you must complete and submit an additional Custodian Certificate before your Application will be accepted. Applications by Custodians that are not accompanied by a duly completed Custodian Certificate will be rejected.
Custodians should contact the Registrar on the SPP Information Line (see details in the Corporate Directory at the back of this SPP Booklet) to request a Custodian Certificate that contains these certifications and other details required to be provided by the Custodian.
By applying as a Custodian on behalf of Eligible Beneficiaries to purchase SPP Shares, you certify (among other things) that each Eligible Beneficiary has not applied for an amount exceeding A$30,000 across all of their holdings.
NOVONIX is not required to determine, and will not determine, the identity or residence of any beneficial owners of Shares. Each Custodian will need to determine for itself whether its beneficiaries are Eligible Beneficiaries.
Each Custodian must not participate in the SPP on behalf of, and must not distribute this SPP Booklet or any other document relating to the SPP to, any person in the United States. Failure to comply with these restrictions may result in violations of applicable securities laws.
Can my offer under the SPP be transferred to a third party?
No. Under the SPP Offer, you cannot transfer your offer to apply for SPP Shares to anyone else.
How much can I invest under the SPP?
If you are an Eligible Shareholder, you may apply for up to a total of A$30,000 worth of SPP Shares across all your holdings.
What will happen if NOVONIX scales back Applications?
If NOVONIX scales back Applications in its absolute discretion, the value of SPP Shares allocated to you may be less than the Parcel you initially applied for.
Any scale-back will be conducted having regard to the shareholdings of Eligible Shareholders (as at the Record Date) who applied for SPP Shares.
If this happens you may be issued SPP Shares to a value that is less than the value of SPP Shares you applied for.
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In the case of Eligible Shareholders with more than one NOVONIX shareholding, only the shareholding (as at the Record Date) on which an Application has been made will be considered in the event of any scale-back.
Should this happen, the difference between the value of SPP Shares issued to you (calculated using the Issue Price) and the Application Monies you paid will be refunded to you, without interest, as soon as practicable after the Allotment Date.
Will I receive notification of my issue?
Yes. The Registrar will send you a holding statement on or around 20 August 2026 which will include details of the number of SPP Shares issued to you and the Issue Price of the SPP Shares.
You are responsible for confirming your allocation of SPP Shares before trading SPP Shares to avoid the risk of selling SPP Shares you do not own.
Can I withdraw my Application (eg, if the market price of Shares falls after submitting my Application?)
No. Your Application, once submitted, is irrevocable and unconditional and may not be varied or withdrawn even if the market price of Shares is less than the Issue Price.
By submitting your Application, you are accepting the risk that the market price of Shares may change between the date on which you submit your Application and the Allotment Date. This means that, up to or after the Allotment Date, you may be able to buy Shares on market at a lower price than the Issue Price.
What do I do if I receive more than one Application Form?
Eligible Shareholders who receive more than one Application Form under the SPP because, for example, they hold Shares in more than one capacity or in different registered holdings, may apply on different Application Forms for SPP Shares but may not apply for SPP Shares with a total dollar amount exceeding A$30,000 across all of their holdings.
What rights will the Shares issued under the SPP have?
SPP Shares will rank equally with existing Shares quoted on the ASX, with the same voting rights, dividend rights and other entitlements from the Allotment Date.
Where can I obtain more information on the risks associated with NOVONIX and holding NOVONIX Shares?
You should be aware that applying for SPP Shares involves a number of risks.
See NOVONIX's ASX announcements, including in particular NOVONIX's most recent Annual Report which includes a section on risk factors. These can be obtained from ASX's website (www.asx.com.au) and NOVONIX's website (https://www.novonixgroup.com).
These risks, together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the securities in the future. Accordingly, an investment in NOVONIX should be considered highly speculative. You should consider consulting your financial adviser or other professional adviser before deciding whether to apply for SPP Shares.
Where can I obtain more information on the SPP?
If you have any further questions you can call the SPP Information Line (see details in the Corporate Directory at the back of this SPP Booklet).
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Terms and Conditions
Please read these terms and conditions carefully as you will be bound by them if you apply for SPP Shares. Eligible Shareholders whose Applications are accepted will also be bound by NOVONIX's Constitution.
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If NOVONIX receives:
and refund the portion of your Application Monies that is not used to purchase SPP Shares, without interest, as soon as practicable after the Allotment Date.
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to apply for SPP Shares on their behalf;
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SPP Shares will, at the Allotment Date, rank equally in all respects with existing Shares quoted on the ASX, with the same voting rights, dividend rights and other entitlements. This means that they will participate fully in any distributions which have a record date after the date of issue of the SPP Shares, if any.
No brokerage, commission or transaction costs will be payable by Eligible Shareholders in respect of the application for, and the issue of, SPP Shares.
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The above risks should not be taken as a complete list of the risks associated with an investment in SPP Shares. The risks outlined above, and other risks not specifically referred to may in the future materially adversely affect the value of NOVONIX's Shares and their performance.
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NOVONIX may determine in any manner it thinks fit, any difficulties, anomalies or disputes that may arise in connection with or by reason of the operation of the SPP and the decision of NOVONIX will be conclusive and binding on all participants and other persons to whom the determination relates.
NOVONIX may, at its absolute discretion, waive compliance with any provision of these SPP Terms and Conditions (including by accepting late Applications, either generally or in particular cases), amend or vary these SPP Terms and Conditions (including by changing the timetable for the SPP, such as the Closing Date and Allotment Date), or suspend or withdraw the SPP Offer at any time. Any such waiver, amendment, variation, suspension or withdrawal will be binding on all Eligible Shareholders even where NOVONIX does not notify you of the event.
The SPP will not be underwritten.
No person is authorised to give any information, or to make any representation, in connection with the SPP that is not contained in this SPP Booklet.
Any information or representation that is not in this SPP Booklet may not be relied on as having been authorised by NOVONIX, or its related bodies corporate, in connection with the SPP. Except as required by law, and only to the extent so required, none of NOVONIX, its directors, officers or employees or any other person, warrants or guarantees the future performance of NOVONIX or any return on any investment made pursuant to this SPP Booklet.
These SPP Terms and Conditions are governed by the laws in force in Queensland, Australia.
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Eligible Shareholders should consult their own taxation advisor about the tax status of their investment in the SPP Shares.
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Glossary
The following definitions apply throughout this SPP Booklet unless the context requires otherwise.
Definition |
Meaning |
A$ or $ |
Australian dollars. |
Allotment Date |
the date on which SPP Shares are allotted (expected to be 19 August 2026). |
Application |
the arranging for payment of the relevant Application Monies through electronic funds transfer, in accordance with the instructions on the Application Form. |
Application Form |
the application form available at https://events.miraqle.com/nvx-spp or by contacting the SPP Information Line. |
Application Monies |
the aggregate amount payable for the SPP Shares applied for through electronic funds transfer. |
ASIC |
Australian Securities and Investments Commission. |
ASX |
ASX Limited (ACN 008 624 691) or, where the context requires, the securities exchange operated by it on which the Shares are quoted. |
ASX Listing Rules |
the listing rules of ASX as amended from time to time. |
ATO |
Australian Taxation Office. |
Beneficiary |
has the meaning given in clause 4(a) of the SPP Terms and Conditions. |
Closing Date |
the last day on which Applications will be accepted (5.00pm (Sydney time) on 14 August 2026. |
Corporations Act |
Corporations Act 2001 (Cth) as amended from time to time. |
Custodian |
has the meaning given in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547. |
Downstream Custodian |
another Custodian on whose behalf a Custodian holds Shares, who holds the beneficial interests in Shares on behalf of one or more persons. |
Eligible Beneficiary |
has the meaning given in the Frequently Asked Questions. |
Eligible Shareholder |
has the meaning given in clause 1(f) of the SPP Terms and Conditions. |
Institutional Placement |
has the meaning given in the Chairman's Letter. |
Issue Price |
the Issue Price per SPP Share is A$0.16. |
NOVONIX |
NOVONIX Limited (ACN 157 690 830). |
NOVONIX Group |
NOVONIX and its related bodies corporate. |
Opening Date |
10.00am (Sydney time) on 22 June 2026. |
Parcel |
a parcel of SPP Shares, with a dollar amount of A$1,000, A$2,000, A$5,000, A$10,000, A$15,000, A$20,000 or A$30,000, calculated at the Issue Price. |
Placements |
has the meaning given in the Chairman's Letter. |
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Definition |
Meaning |
Record Date |
7.00pm (Sydney time) on 16 June 2026. |
Register |
the register of Shareholders maintained by the Registrar. |
Registrar |
MUFG Corporate Markets (AU) Limited (ABN 54 083 214 537). |
Scaleback |
has the meaning given in clause 2(c) of the SPP Terms and Conditions. |
Share |
a fully paid ordinary share in NOVONIX. |
Share Purchase Plan or SPP |
this share purchase plan being offered to Eligible Shareholders under this SPP Booklet. |
Shareholder |
a registered holder of Shares at the Record Date. |
SPP Booklet |
this booklet. |
SPP Offer |
has the meaning given in clause 1(a) of the SPP Terms and Conditions. |
SPP Share |
a new Share issued under the SPP. |
SPP Terms and Conditions |
the terms and conditions of the SPP set out in this SPP Booklet, including this Glossary and your personalised Application Form. |
Target |
has the meaning given in clause 2(b) of the SPP Terms and Conditions. |
U.S. Securities Act |
the United States Securities Act of 1933. |
USD |
Means United States Dollars. |
Waivers |
has the meaning given in the Chairman's Letter. |
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CORPORATE DIRECTORY
NOVONIX
NOVONIX Limited
Level 11
Central Plaza Two
66 Eagle Street
Brisbane QLD 4000
https://www.novonixgroup.com/
LEGAL ADVISOR
Allens
Level 26
480 Queen Street
Brisbane QLD 4000
REGISTRAR
MUFG Corporate Markets (AU) Limited
Level 21
10 Eagle Street
Brisbane QLD 4000
SPP INFORMATION LINE
Open 8.30am to 5.00pm (Sydney time) Monday to Friday (excluding public holidays)
Within Australia: 1300 188 463
Outside Australia: +61 1300 188 463
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