Mr. Mike Spreadborough reports
NOVO ANNOUNCES PROPOSED PRIVATE PLACEMENT
Novo Resources Corp. has engaged Canaccord Genuity (Australia) Ltd. and Alpine Capital Pty. Ltd. to act as lead managers and bookrunners to undertake a capital raising by way of a proposed placement of securities to institutional, professional and sophisticated investors to raise gross proceeds of up to approximately $5.8-million (approximately $6-million (Australian)).
The placement will comprise the issue of up to 59.1 million units and/or CHESS depository interests (CDIs). Units will be issued at an issue price of 10 Canadian cents per share and CDIs will be issued at an issue price of 10.5 Australian cents per CDI.
Each unit will consist of one share and one-half of one share purchase warrant. Each warrant will have an exercise price of 15 Canadian cents per share and will expire three years from the date of issue. Purchasers of CDIs under the placement will also be entitled to be made an offer to apply to receive (for no consideration) one option to acquire a CDI for every two CDIs subscribed for and issued under the placement. Each free-attaching option will have an exercise price of 15 Australian cents and will expire three years from the date of issue.
The offer of options will be made under a prospectus to be released to the Australian Securities Exchange in due course. Novo intends to apply to ASX for official quotation of the options, but quotation will be subject to Novo satisfying the requirements of the ASX listing rules, including ASX Listing Rule 2.5 (and no assurance can be given that such quotation will be granted).
Canadian investors who participate in the placement will be issued shares and warrants directly. All other participating investors outside of Canada will receive their securities in the form of CDIs (with the underlying shares being held by CHESS Depository Nominees Pty. Ltd.) and a subsequent offer of options under the prospectus referred to above.
The issue of shares, CDIs, warrants and options under the placement will not be subject to shareholder approval in Australia or Canada and will be made within the company's applicable placement capacities.
The issue price for the units represents an approximately 25-per-cent discount to the market price of shares on the Toronto Stock Exchange calculated as the five-day VWAP (volume-weighted average price) and the issue price for the CDIs represents an approximately 19.2-per-cent discount to the last closing price of CDIs on ASX on Feb. 23, 2026.
Proceeds from the placement are expected be used to support exploration activities (including drilling and reconnaissance) at the company's projects in the Pilbara region of Western Australia as well as exploration activities at the Belltopper gold project in Victoria. Funds raised will also be used for general working capital purposes.
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.
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 at an exercise price of 15 Canadian cents 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 annual general meeting planned to be held in June, 2026). The lead managers will also receive capital-raising fees equal to 6 per cent of the proceeds of the placement.
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 the ASX on Feb. 26, 2026).
About Novo Resources Corp.
Novo is an Australian-based gold explorer listed on the ASX and the TSX focused on discovering stand-alone gold and copper projects with greater-than-one-million-ounce 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.
Novo's key project area in the Pilbara region is the Egina gold camp, where Northern Star Resources Ltd. is farming in to form a joint venture at the Becher project and surrounding tenements through exploration expenditure of $25-million (Australian) for a 50-per-cent interest. The Becher project has similar geological characteristics to Northern Star's 13.6-million-ounce Hemi project. Novo is also advancing gold exploration south of Becher at the Teichman project in the Egina gold camp, part of the Croydon joint venture (Novo: 70 per cent, Creasy Group: 30 per cent). Novo continues to undertake early-stage exploration elsewhere across its Pilbara tenement portfolio.
Novo has also formed a lithium joint venture with SQM in the Pilbara region, which provides shareholder exposure to battery metals.
Novo has strengthened its high-quality, Australian-based exploration portfolio by adding TechGen's John Bull gold project in the New England orogen of New South Wales, and Manhattan Corp. Ltd.'s Tibooburra gold project in the Albert goldfields in northwestern New South Wales. Both projects demonstrate prospectivity for significant discovery and resource definition and align with Novo's strategy of identifying and exploring projects with greater-than-one-million-ounce-gold potential. These high-grade gold projects complement the landholding consolidation that forms the Toolunga project in the Onslow district in Western Australia.
Novo has a significant investment portfolio and a disciplined program in place to identify value-accretive opportunities that will build further value for shareholders.
We seek Safe Harbor.
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