Novo Announces Proposed Private Placement

Article content

All securities issued under the Placement will be subject to a four-month hold period from the date of closing. CDIs issued under the Placement cannot be converted into Shares of the Company for the purpose of trading such Shares in Canada until four months have elapsed from the issue date. The Placement is subject to receipt of all necessary approvals from the TSX.

Article content

The Lead Managers will receive up to 8,273,557 unlisted broker options to acquire CDIs, depending on the quantum of funds raised under the Placement (“Broker Options”) at an exercise price of C$0.15 and with an expiry date of 24 months from the date of issue. The issue of the Broker Options is subject to shareholder approval (which will be sought at the Company’s AGM planned to be held in June 2026). The Lead Managers will also receive capital raising fees equal to 6% of the proceeds of the Placement.

Article content

The Company is currently in a trading halt on ASX pending the release of an announcement regarding the results of the Placement (which is expected to be released prior to the commencement of trading on ASX on 26 February 2026).

Article content

Article content

Authorised for release by the Board of Directors.

Article content

CONTACT

Article content

Article content

FORWARD-LOOKING STATEMENTS

Article content

Some statements in this news release may contain “forward-looking statements” within the meaning of Canadian and Australian securities law and regulations. In this news release, such statements include but are not limited to the intention to undertake the Placement and the planned use of proceeds therefrom. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the statements. Such factors include, without limitation, customary risks of the resource industry and the risk factors identified in Novo’s annual information form for the year ended December 31, 2024 (which is available under Novo’s profile on SEDAR+ at www.sedarplus.ca and at www.asx.com.au) and in the Company’s prospectus dated 2 August 2023 which is available at www.asx.com.au. Forward-looking statements speak only as of the date those statements are made. Except as required by applicable law, Novo assumes no obligation to update or to publicly announce the results of any change to any forward-looking statement contained or incorporated by reference herein to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements. If Novo updates any forward-looking statement(s), no inference should be drawn that the Company will make additional updates with respect to those or other forward-looking statements.

Article content

Article content

Not an offer of securities

Article content

This announcement has been prepared for publication in Australia and may not be released to US wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 and 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.

Article content

In accordance with section 734(5)(a) of the Corporations Act 2001 (Cth), the Company confirms that (in relation to the prospectus):

Article content

Article content

___________________

Article content

ABOUT NOVO

Article content

Novo is an Australian based gold explorer listed on the ASX and the TSX focussed on discovering standalone gold and copper projects with > 1 Moz development potential. Novo is an innovative explorer with a significant land package covering approximately 4,160 square kilometres in the Pilbara region of Western Australia, along with the 22 square kilometre Belltopper project in the Bendigo Tectonic Zone of Victoria. In addition to the above, Novo is part of two prospective farm in agreements in New South Wales.