Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
|
|
To Company Name/Scheme |
Novonix Limited |
ACN/ARSN |
157 690 830 |
1.
Details of substantial holder (1)
|
|
Name |
YA II PN, Ltd. |
ACN/ARSN (if applicable) |
N/A |
|
|
|
|
There was a change in the interests of the
substantial holder on
|
14/10/2025 and 15/10/2025 |
|
The previous notice was given to the company on |
14/10/2025 |
|
The previous notice was dated |
14/10/2025 |
|
2.
Previous and present 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 when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:
|
|
|
|
|
Class of securities (4) |
Previous notice |
Present notice |
|
Person’s votes |
Voting power (5) |
Person’s votes |
Voting power (5) |
YA II PN, Ltd. |
87,358,939 |
11.03% |
94,360,338 |
11.23% |
|
|
|
|
|
3.
Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
|
|
|
|
|
|
Date of
change |
Person whose
relevant interest
changed |
Nature of change (6) |
Consideration given
in relation to change
(7) |
Class and number
of securities
affected |
Person's votes
affected |
14/10/2025 |
YA II PN,
Ltd. |
Disposal of
fully paid
ordinary
shares |
$ 24,805,374 |
(28,991,910
fully paid
ordinary
shares) |
(28,991,910)
7.37% |
15/10/2025 |
YA II PN,
Ltd. |
Conversion of
debt to fully
paid ordinary
shares under
the Funding
Agreement
between Novonix
Limited and YA
II PN, Ltd. |
Nil |
48,044,482
fully paid ordinary
shares
|
48,044,482
12.67% |
15/10/2025 |
YA II PN,
Ltd. |
Disposal of
fully paid
ordinary
shares |
$ 11,299,432 |
(12,051,173
fully paid
ordinary
shares)
|
(12,051,173)
11.23% |
4.
Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
|
|
|
|
|
|
Holder of
relevant
interest |
Registered holder
of securities |
Person entitled to be
registered as holder
(8) |
Nature of relevant
interest (6) |
Class and number
of securities |
Person's votes |
YA II PN,
Ltd. |
YA II PN,
Ltd. |
YA II PN, Ltd. |
Relevant
interest under
paragraph
608(1)(a) as
registered
holder of
shares |
94,360,338
fully paid
ordinary
shares |
94,360,338 |
|
|
|
|
|
|
|
|
|
|
|
|
The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:
|
|
Name and ACN/ARSN (if applicable) |
Nature of association |
|
|
|
|
The addresses of persons named in this form are as follows:
|
|
Name |
Address |
YA II PN, Ltd. |
102 Springfield Ave, Mountainside, New Jersey 07092 |
|
|
Signature
|
|
|
|
print name |
David Gonzalez |
capacity |
Director |
sign here |
/s/ David Gonzalez |
date |
15 / October /2025 |
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 6 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 person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(a)
any relevant agreement or other circumstances because of which the change in relevant interest occurred. 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 See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(7)
Details of the consideration must include any and all benefits, money 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.
(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)
Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
