UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

 ☒								or			
	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934			
								For the fiscal year ended June 30, 2022			
 ☐								or			
	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934			
 ☐								or			
	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934			
For the transition period from                to     	      .			
								Commission file number: 001-41208			
								NOVONIX LIMITED			
								(Exact name of Registrant as specified in its charter			
								NOVONIX LIMITED			
								(Translation of Registrant’s name into English)			
								Australia			
								(Jurisdiction of incorporation or organization)			
								NOVONIX LIMITED			
								Level 8			
								46 Edward Street			
								Brisbane QLD 4000			
								Australia			
								(Address of principal executive offices)			
								NOVONIX Limited			
								Level 8			
								46 Edward Street			
								Brisbane QLD 4000			
								Australia			
								(P) +61 439 310 818			
								Attn: Suzanne Yeates, Company Secretary			
								suzie@novonixgroup.com			
						(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)			
								Securities registered or to be registered pursuant to Section 12(b) of the Act.			
	Title of each class				Trading Symbol(s)	Name of each exchange and on which registered		
											
American Depositary Shares, each representing four ordinary			
	shares, no par value				NVX	The Nasdaq Stock Market LLC		

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 485,951,369 Ordinary Shares Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or (15)(d) of the Securities Exchange Act of 1934. Yes  ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “accelerated filer,” “large accelerated filer” and “emerging growth company” in

Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer  ☐

Accelerated Filer  ☐

Non-Accelerated Filer ☐

Emerging Growth Company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.  ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP  ☐	International Financial Reporting Standards as issued by the International Accounting Standards Board ☒	Other  ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17  ☐ Item 18  ☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐ No  ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes  ☐ No  ☒

TABLE OF CONTENTS

																													Page	
INTRODUCTION AND USE OF CERTAIN TERMS	4	
																													
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS	4	
																														
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS		6	
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE			6	
ITEM 3.	KEY INFORMATION		6	
A.	[Reserved]		6	
B.	Capitalizaton and Indebtedness		6	
C.	Reasons for the Ofer and Use of Proceeds		6	
D.	Risk Factors		6	
ITEM 4.	INFORMATION ON THE COMPANY		39	
A.	History and Development of the Company	39	
B.	Business Overview		40	
																					
C.	Organizatonal Structure		50	
D.	Property, Plants, and Equipment	51	
																			
ITEM 4A.	UNRESOLVED STAFF COMMENTS		52	
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	52	
A.	Operatng Results		52	
																	
B.	Liquidity and Capital Resources	62	
																	
C.	Research and Development, Patents and Licenses, Etc.		66	
D.	Trend Informaton	66	
															
E.	Critcal Accountng Estmates		66	
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES		67	
A.	Directors and Senior Management		67	
B.	Compensaton	70	
												
C.	Board Practces	72	
D.	Employees		76	
										
E.	Share Ownership		77	
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	78	
A.	Major Shareholders				78	
B.	Related Party Transactons		79	
C.	Interests of experts and counsel		81	

1

ITEM 8.	FINANCIAL INFORMATION		81	
A.	Consolidated Financial Statements and Other Financial Informaton		81	
B.	Signifcant Changes		81	
ITEM 9.	THE OFFER AND LISTING		81	
A.	Listng Details	81	
																																		
B.	Plan of Distributon		81	
C.	Markets	81	
																																	
D.	Selling Shareholders		81	
E.	Diluton	82	
																																	
F.	Expenses of the Issue		82	
ITEM 10.	ADDITIONAL INFORMATION		82	
A.	Share Capital		82	
B.	Memorandum and Artcles of Associaton		82	
C.	Material Contracts		82	
D.	Exchange Controls		82	
E.	Taxaton		83	
F.	Dividends and Paying Agents	90	
G.	Statement by Experts			91	
H.	Documents on Display	91	
																							
I.	Subsidiary Informaton		91	
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		91	
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES		91	
A.	Debt Securites		91	
B.	Warrants and Rights		91	
C.	Other Securites.		91	
D.	American Depositary Shares	92	
																
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	94	
															
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	94	
ITEM 15.	CONTROLS AND PROCEDURES			94	
ITEM 16.	[RESERVED]	95	
												
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	95	
ITEM 16B.	CODE OF ETHICS			95	
ITEM 16C.	PRINCIPAL ACCOUNTING FEES AND SERVICES		95	
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES		96	
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	96	
ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT		96	
ITEM 16G.	CORPORATE GOVERNANCE		96	
ITEM 16H.	MINE SAFETY DISCLOSURE		96	
																																					
																																				2	

ITEM 16I.					Error!		
						Book		
						mark		
						not		
		DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	define		
			d.		
ITEM 17.	FINANCIAL STATEMENTS		97		
ITEM 18.	FINANCIAL STATEMENTS		97		
ITEM 19.	EXHIBITS	F-5		
							
INDEX TO EXHIBITS	F-5		
								
SIGNATURES					F-7		

3

INTRODUCTION AND USE OF CERTAIN TERMS

We were incorporated under the laws of Australia in 2012 under the name Graphitecorp Pty Limited. In 2015, we completed an inital public ofering of our ordinary shares and the listng of our ordinary shares on the Australian Securites Exchange, or the ASX, and changed our name to GRAPHITECORP Limited. In 2017, we changed our name to NOVONIX Limited. On February 1, 2022, our American Depositary Receipts ("ADRs"), evidencing American Depositary Shares, each representng four ordinary shares of NOVONIX Limited, commenced trading on NASDAQ under the tcker symbol "NVX". The Bank of New York Mellon is actng as the depositary, custodian and registrar for the Level II ADR program.

We have prepared this annual report using a number of conventons, which you should consider when reading the informaton contained herein. In this annual report, “NOVONIX,” the “Company,” the “Group”, “our company,” “we,” “us” and “our” refer to NOVONIX Limited and its consolidated subsidiaries, taken as a whole. Additonally, this annual report uses the following conventons:

•	“US$” and “U.S. dollars” and “dollars” mean U.S. dollars;

•	“A$” mean Australian dollars;

•	“C$” mean Canadian dollars, unless otherwise noted;

•	“ADSs” mean American depositary shares, each of which represents four of our ordinary shares, no par value;

•	“ADRs” mean the American depositary receipts that may evidence the ADSs; and

•	“NASDAQ” refers to the Nasdaq Stock Market LLC.

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This annual report contains forward-looking statements about us and our industry that involve substantal risks and uncertaintes. All statements other than statements of historical facts contained in this annual report, including statements regarding our future results of operatons, fnancial conditon, business strategy and plans and objectves of management for future operatons, are forward-looking statements. In some cases, you can identfy forward-looking statements because they contain words such as “antcipate,” “believe,” “contemplate,” “contnue,” “could,” “estmate,” “expect,” “intend,” “may,” “plan,” “potental,” “predict,” “project,” “should,” “target,” “will,” or “would,” or the negatve of these words or other similar terms or expressions.

We have based these forward-looking statements largely on our current expectatons and projectons about future events and trends that we believe may afect our fnancial conditon, results of operatons, business strategy and fnancial needs. These forward-looking statements are subject to a number of known and unknown risks, uncertaintes, other factors and assumptons, including the risks described in “Risk Factors” and elsewhere in this annual report, regarding, among other things:

•	regulatory developments in the United States, Australia and other jurisdictons;

•	the perceived benefts of the transacton between the Company and Phillips 66;

•	our ability to scale-up producton of our anode or cathode materials;

•	the contnuaton of our sponsorship of, and collaboraton with, the Research Group of Dr. Mark Obrovac at Dalhousie University for the development of our technology;
•	our ability to atract and retain key management, and qualifed personnel;

•	the accuracy of our estmates regarding expenses, future revenue, capital requirements and needs for additonal fnancing;

•	our expectatons regarding the period during which we qualify as an emerging growth company under the JOBS Act;

•	our use of the proceeds from the Phillips 66 Transacton;

•	the future trading price of the ADSs and impact of securites analysts’ reports on these prices; and

•	other risks and uncertaintes, including those listed under “Risk Factors.”

4

These risks are not exhaustve. Other sectons of this annual report may include additonal factors that could harm our business and fnancial performance. New risk factors may emerge from tme to tme and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combinaton of factors, may cause actual results to difer materially from those contained in, or implied by, any forward-looking statements.

You should not rely on forward-looking statements as predictons of future events. We have based the forward-looking statements contained in this annual report primarily on our current expectatons and projectons about future events and trends that we believe may afect our business, fnancial conditon and operatng results. We undertake no obligaton to update any forward-looking statements made in this annual report to refect events or circumstances afer the date of this annual report or to refect new informaton or the occurrence of unantcipated events, except as required by law. We may not actually achieve the plans, intentons or expectatons disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not refect the potental impact of any future acquisitons, mergers, dispositons, joint ventures or investments.

In additon, statements that “we believe” and similar statements refect our beliefs and opinions on the relevant subject. These statements are based on informaton available to us as of the date of this annual report. While we believe that informaton provides a reasonable basis for these statements, that informaton may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustve inquiry into, or review of, all relevant informaton. These statements are inherently uncertain, and investors are cautoned not to unduly rely on these statements.

You should read this annual report and the documents that we reference in this annual report and have fled as exhibits to the annual report of which this annual report is a part with the understanding that our actual future results, levels of actvity, performance and achievements may be diferent from what we expect. We qualify all of our forward-looking statements by these cautonary statements.

5

PART I

Item 1. Identty of Directors, Senior Management and Advisers

Not applicable.

Item 2. Ofer Statistcs and Expected Timetable

Not applicable.

Item 3. Key Informaton

A.	[Reserved]

B.	Capitalizaton and Indebtedness

Not Applicable.

C.	Reasons for the Ofer and Use of Proceeds

Not Applicable.

D.	Risk Factors

Our business is subject to numerous risks and uncertaintes that you should consider before investng in our securites. These risks are described more fully below and include, but are not limited to, risks relatng to the following:

•	The energy storage market contnues to evolve and is highly compettve, and we may not be successful in competng in this industry or establishing and maintaining confdence in our long-term business prospects among current and future partners and customers.

•	We have a history of fnancial losses and expect to incur signifcant expenses and contnuing losses in the near future.

•	Our future growth and success will depend on our ability to sell efectvely to large customers.

•	We depend, and expect to contnue to depend, on a limited number of customers for a signifcant percentage of our revenue.

•	We may not be able to engage target customers successfully and to convert such contacts into meaningful orders in the future.

•	We have a concentraton of ownership among Phillips 66 and our executve ofcers, non-executve directors and their afliates that may prevent new investors from infuencing signifcant corporate decisions.

•	Our commercial relatonships are subject to various risks which could adversely afect our business and future prospects.

•	Terminaton of our sponsorship and collaboratve research agreements with Dalhousie University to support the development of current and future technology would likely harm our business, and even if they contnue, they may not help us successfully develop any new intellectual property.

•	We face signifcant challenges in our atempt to develop our anode and cathode materials and produce them at high volumes with acceptable performance, yields and costs. The pace of development in materials science is ofen not predictable. We may encounter substantal delays or operatonal problems in the scale-up of our anode or cathode materials producton.

•	From tme to tme we may enter into negotatons for acquisitons, relatonships, joint ventures or investments that are not ultmately consummated or, if consummated, may not be successful.

•	The manufacture of our materials and equipment is complex and we are subject to many manufacturing risks, any of which could substantally increase our costs and limit supply of our materials and equipment.

•	We may choose not to, or may not be able to, fully develop our Mount Dromedary Graphite Project.

•	If our materials or equipment fail to perform as expected, our ability to develop, market, and sell our materials or equipment could be harmed.

•	We may not be able to accurately estmate the future supply and demand for our materials and equipment, which could result in a variety of inefciencies in our business and hinder our ability to generate revenue. If we fail to accurately predict our manufacturing requirements or prices of components increase, we could incur additonal costs or experience delays.

•	We may not be able to establish supply relatonships for necessary components or may be required to pay costs for components that are more expensive than antcipated, which could delay the introducton of our equipment and negatvely impact our business.

•	If we are unable to atract and retain key employees and qualifed personnel, our ability to compete could be harmed.

•	Our inability to identfy qualifed individuals for our workforce could adversely impact our ability to scale-up manufacturing of our anode and cathode materials.

•	We may need to obtain funding from tme to tme to fnance our growth and operatons, which may not be available on acceptable terms, or at all. If we are unable to raise capital when needed, we may be forced to delay, reduce or eliminate certain operatons, and we may be unable to adequately control our costs.

•	Our business and future growth depend substantally on the growth in demand for electric vehicles and bateries for grid energy storage.

•	We have been, and may in the future be, adversely afected by the global COVID-19 pandemic.

•	Our projected operatng and fnancial results rely in large part upon assumptons and analyses we have developed. If these assumptons or analyses prove to be incorrect, our actual operatng results may be materially diferent from our projected results.

•	We may become subject to product liability claims, which could harm our fnancial conditon and liquidity if we are not able to successfully defend or insure against such claims.

•	Our systems and data may be subject to intentonal disrupton, other security incidents, or alleged violatons of laws, regulatons, or other obligatons relatng to data handling that could result in liability and adversely impact our reputaton and future sales.

6

•	Our facilites or operatons could be damaged or adversely afected as a result of natural disasters and other catastrophic events.

•	Any global systemic politcal, economic and fnancial crisis (as well as the indirect efects fowing therefrom) could negatvely afect our business, results of operatons, and fnancial conditon.

•	Terrorist actvity, acts of war and politcal instability around the world could adversely impact our business.

•	From tme to tme, we may be involved in litgaton, regulatory actons or government investgatons and inquiries, which could have an adverse impact on our proftability and consolidated fnancial positon.

•	Loss of any leasehold interests in our tenements could limit our ability to mine these propertes or result in signifcant unantcipated costs.

•	We are subject to substantal regulaton and unfavorable changes to, or our failure to comply with, these regulatons could substantally harm our business and operatng results.

•	We are subject to ant-corrupton, ant-bribery, ant-money laundering, fnancial and economic sanctons and similar laws, and non-compliance with such laws can subject us to administratve, civil and criminal fnes and penaltes, collateral consequences, remedial measures and legal expenses, all of which could adversely afect our business, results of operatons, fnancial conditon and reputaton.

•	We are subject to environmental, health and safety requirements which could adversely afect our business, results of operaton and reputaton.

•	Our success depends upon our ability to obtain and maintain intellectual property protecton for our materials and technologies.

•	Our inability to protect our confdental informaton and trade secrets would harm our business and compettve positon.

•	Our patent applicatons may not result in issued patents or our patent rights may be contested, circumvented, invalidated or limited in scope, any of which could have a other material adverse efect on our ability to prevent others from interfering with our commercializaton of our products

•	Changes in patent law could diminish the value of patents in general, thereby impairing our ability to protect our technologies and processes.

•	Our lack of registered trademarks and trade names could potentally harm our business.

•	We may be unable to obtain intellectual property rights or technology necessary to develop and commercialize our materials and equipment.

•	We may become involved in lawsuits or other proceedings to protect or enforce our intellectual property, which could be expensive, tme-consuming and unsuccessful and have a negatve efect on the success of our business.

•	We may be subject to claims by third partes assertng misappropriaton of intellectual property, or claiming ownership of what we regard as our own intellectual property.

•	Intellectual property rights do not necessarily address all potental threats to our developed technologies, products, services or business..

•	An actve U.S. trading market may not develop.

•	The trading price and volume of the ADSs may be volatle, and purchasers of the ADSs could incur substantal losses.

•	Future sales of our ordinary shares or the ADSs or the antcipaton of future sales could reduce the market price of our ordinary shares or the ADSs.

•	If securites or industry analysts do not publish research or reports about our business, or publish inaccurate or unfavorable reports about our business, the price of the ADSs and their trading volume could decline.

•	We do not currently intend to pay dividends on our securites and, consequently, your ability to achieve a return on your investment will depend on appreciaton in the price of the ADSs.

•	The dual listng of our ordinary shares and the ADSs may negatvely impact the liquidity and value of the ADSs.

•	U.S. investors may have difculty enforcing civil liabilites against our company, our directors or members of senior management and the experts named in this annual report.

•	Australian takeover laws may discourage takeover ofers being made for us or may discourage the acquisiton of a signifcant positon in our ordinary shares or the ADSs.

•	Our Consttuton and Australian laws and regulatons applicable to us may difer from those which apply to a U.S. corporaton.

•	Holders of ADSs will not be directly holding our ordinary shares.

•	Your right as a holder of ADSs to partcipate in any future preferental subscripton rights ofering or to elect to receive dividends in ordinary shares may be limited, which may cause diluton to your holdings.

•	You may not be able to exercise your right to vote the ordinary shares underlying your ADSs.

•	You may be subject to limitatons on the transfer of your ADSs and the withdrawal of the underlying ordinary shares.

•	ADS holders’ rights to pursue claims are limited by the terms of the deposit agreement.

•	We and the depositary are enttled to amend the deposit agreement and to change the rights of ADS holders under the terms of such agreement and we may terminate the deposit agreement, without the prior consent of the ADS holders.

•	ADS holders have limited recourse if we or the depositary fail to meet our respectve obligatons under the deposit agreement.

•	As a foreign private issuer, we are exempt from a number of rules under the U.S. securites laws that apply to public companies that are not foreign private issuers.

•	As a foreign private issuer we are permited to adopt certain home country practces in relaton to corporate governance maters that difer signifcantly from NASDAQ corporate governance listng standards and these practces may aford less protecton to shareholders than they would enjoy if we complied fully with NASDAQ corporate governance listng standards.

•	We may lose our foreign private issuer status in the future, which could result in signifcant additonal cost and expense.

•	We are an “emerging growth company” under the JOBS Act and will be able to avail ourselves of reduced disclosure requirements applicable to emerging growth companies, which could make our ordinary shares and ADSs less atractve to investors.

•	We have incurred and will contnue to incur signifcant, increased costs as a result of operatng as a company with ADSs that are publicly traded in the United States, and our management will be required to devote substantal tme to new compliance initatves.

•	We identfed material weaknesses in our internal control over fnancial reportng in connecton with the preparaton of our fnancial statements for the fscal years ended June 30, 2022 and June 30, 2021, and we may identfy additonal material weaknesses in the future that may cause us to fail to meet our reportng obligatons or result in material misstatements of our fnancial statements. If we fail to implement and maintain an efectve system of internal controls to remediate our material weaknesses over fnancial reportng, we may be unable to accurately report our results of operatons, meet our reportng obligatons or prevent fraud, and investor confdence in our company and the market price of the ADSs may be negatvely impacted.

•	We currently report our fnancial results under IFRS, which difers in certain signifcant respects from U.S. generally accepted accountng principles, or U.S. GAAP.

•	We are subject to risks associated with currency fuctuatons, and changes in foreign currency exchange rates could impact our results of operatons.

•	Our ability to utlize our net operatng losses to ofset future taxable income may be prohibited or subject to certain limitatons.

•	If we are a passive foreign investment company, there could be adverse U.S. federal income tax consequences to U.S. holders.

•	If a U.S. person is treated as owning at least 10% of our ordinary shares, such holder may be subject to adverse U.S. federal income tax consequences.

•	Future changes to tax laws could materially adversely afect our company and reduce net returns to our shareholders.

7

Risks Related to Our Business

The energy storage market contnues to evolve and is highly compettve, and we may not be successful in competng in this industry or establishing and maintaining confdence in our long-term business prospects among current and future partners and customers.

The energy storage market in which we compete contnues to evolve and is highly compettve. Certain energy storage technologies, such as lithium-ion batery technology have been widely adopted and our current compettors, and future compettors may, have greater resources than we do and may also be able to devote greater resources to the development of their current and future technologies. These compettors also may have greater access to customers and may be able to establish cooperatve or strategic relatonships among themselves or with third partes that may further enhance their resources and compettve positoning. In additon, lithium-ion batery manufacturers may contnue to reduce cost and expand supply of conventonal bateries and therefore negatvely impact the ability for us to sell our materials, equipment and services at market-compettve prices and yet at sufcient margins.

Automotve original equipment manufacturers (“OEMs”) are researching and investng in energy storage development and producton. We expect competton in energy storage technology and EVs to intensify due to increased demand for these vehicles and a regulatory push for EVs, contnuing globalizaton, and consolidaton in the worldwide automotve industry. Developments in alternatve technologies or improvements in energy storage technology made by compettors may materially adversely afect the sales, pricing and gross margins of our business. If a competng technology is developed that has superior operatonal or price performance, our business will be harmed. Similarly, if we fail to accurately predict and ensure that our technology can address customers’ changing needs or emerging technological trends, or if our customers fail to achieve the benefts expected from our materials, equipment and services, our business will be harmed.

We must contnue to commit signifcant resources to develop our technologies in order to establish a compettve positon, and these commitments will be made without knowing whether such investments will result in materials, equipment and services potental customers will accept. There is no assurance we will successfully identfy new customer requirements, develop and bring our materials, equipment and services to market on a tmely basis, or that products and technologies developed by others will not render our materials, equipment and services obsolete or noncompettve, any of which would adversely afect our business and operatng results.

Customers will be less likely to purchase our materials, equipment and services if they are not convinced that our business will succeed in the long term. Similarly, suppliers and other third partes will be less likely to invest tme and resources in developing business relatonships with us if they are not convinced that our business will succeed in the long term. Accordingly, in order to build and maintain our business, we must maintain confdence among current and future partners, customers, suppliers, analysts, ratngs agencies and other partes in our long-term fnancial viability and business prospects. Maintaining such confdence may be partcularly complicated by certain factors including those that are largely outside of our control, such as our limited operatng history, size and fnancial resources relatve to our compettors, market unfamiliarity with our materials, equipment and services, any delays in scaling manufacturing, delivery and service operatons to meet demand, competton and uncertainty regarding the future of energy storage technologies and our eventual producton and sales performance compared with market expectatons.

We have a history of fnancial losses and expect to incur signifcant expenses and contnuing losses in the near future.

We incurred net losses of $71.4 million, $18.1 million and $20.0 million for the years ended June 30, 2022, 2021, and 2020, respectvely, and net operatng cash outlows of $40.4 million, $8.2 million and $5.6 million for the years ended June 30, 2022, 2021, and 2020, respectvely. At June 30, 2022 and 2021, we had a cash balance of $207.1 million and $136.7 million, respectvely, and net current assets of $223.9 million and $138.7 million, respectvely.

We expect our expenses to increase in connecton with our ongoing actvites, partcularly as we contnue to acquire additonal real property and purchase additonal producton equipment associated with the manufacture of synthetc

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graphite. For example, on July 28, 2021, the Group purchased commercial land and buildings in Chatanooga, USA for USD $42,600,000 to expand the NAM business. The Group entered into a loan facility with PNC Real Estate for USD$30,100,000 and an interest rate of 4.09% to purchase the land and buildings. The loan has been fully drawn down as at June 30, 2022. The total liability at June 30, 2022 is USD $29,467,266 as of the date of Annual Report on Form 20-F. In additon, we expect to incur signifcant commercializaton expenses related to sales, marketng, and distributon to the extent that such sales, marketng and distributon are not the responsibility of any future customers. Further, we expect to incur additonal costs associated with operatng as a public company in the United States. We may fnd that these eforts are more expensive than we currently antcipate or that these eforts may not result in revenues, which would further increase our losses, impact our ability to repay our debt and require future capital raises to maintain the business. Accordingly, we will need to obtain substantal additonal funding in connecton with our contnuing operatons. There can be no assurance that such fnancing would be available to us on favorable terms or at all. These conditons give rise to substantal doubt over our ability to contnue as a going concern. If we were not able to contnue as a going concern, or if there were contnued doubt about our ability to do so, the value of your investment would be materially and adversely afected.

Our future growth and success will depend on our ability to sell efectvely to large customers.

Our current and potental customers are primarily batery manufacturers and automotve OEMs that tend to be large enterprises. Therefore, our future success will depend on our ability to efectvely sell our materials, equipment and services to such large customers. Sales to these customers involve risks that may not be present (or that are present to a lesser extent) with sales to smaller customers. These risks include, but are not limited to, (i) increased purchasing power, pricing power, and leverage held by large customers in negotatng contractual arrangements with us, (ii) higher minimum volume requirements that we may be unable to meet and (iii) longer sales cycles and the associated risk that substantal tme and resources may be spent on a potental customer that elects not to purchase our materials, equipment or services.

Large organizatons ofen undertake a signifcant evaluaton process that results in a lengthy sales cycle. In additon, purchases by large organizatons are frequently subject to budget constraints, multple approvals and unantcipated administratve, processing and other delays. Finally, large organizatons typically have longer implementaton cycles, require greater product functonality and scalability, require a broader range of services, demand that vendors take on a larger share of risks, require acceptance provisions that can lead to a delay in revenue recogniton and expect greater payment fexibility. All of these factors can add further risk to business conducted with these potental customers.

We depend, and expect to contnue to depend, on a limited number of customers for a signifcant percentage of our revenue.

Our Batery Technology Solutons ("BTS") business is currently our only business that is generatng revenue, and BTS has generated most of its revenue from a limited number of customers. For example, sales to our top fve BTS customers accounted for 58% and 57% of our total revenue for the year ended June 30, 2022, and the year ended June 30, 2021, respectvely. Although our NOVONIX Anode Materials business is not yet generatng revenue, our plans to scale the business are dependent upon our collaboratons with Samsung SDI, SANYO Electric (a Panasonic company) (“SANYO Electric”) and KORE Power, Inc. (“KORE Power”) resultng in sales of our anode materials to those partes. Because we rely, and will contnue to rely, on a limited number of customers for signifcant percentages of our revenue, a decrease in demand or signifcant pricing pressure from any of our major customers for any reason could have a materially adverse impact on our business, fnancial conditon and results of operatons.

In additon, a number of factors outside our control could cause the loss of, or reducton in, business or revenues from any customer, and these factors are not predictable. These factors include, among others, pricing pressure from compettors, a change in a customer’s business strategy or fnancial conditon, or change in market conditons. Our customers may also choose to pursue alternatve technologies and develop alternatve products in additon to, or in lieu of, our materials and equipment, either on their own or in collaboraton with others, including our compettors. The loss of any major customer or key project, or a signifcant decrease in the volume of customer demand or the price at which

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we sell our materials and equipment to customers, could materially adversely afect our fnancial conditon and results of operatons.

We may not be able to engage target customers successfully and to convert such contacts into meaningful orders in the future.

Our success, and our ability to increase revenue and operate proftably, depends in part on our ability to identfy target customers and convert such contacts into meaningful orders or expand on current customer relatonships. In additon to new customers, our future success depends on whether our current customers are willing to contnue using our materials and equipment as well as whether their product lines contnue to incorporate our materials and equipment.

For example, although our NOVONIX Anode Materials business has signed separate non-binding memoranda of understanding with two of the world’s leading electric vehicle ("EV") batery manufacturers, Samsung SDI and SANYO Electric, these memoranda are non-binding, do not guarantee long-term agreements will be entered into. The satsfacton of quality standards and milestones of delivering mass producton volume samples will be required for fnal qualifcaton with batery manufacturers. There is no assurance that these conditons will ultmately be satsfed. However, if future producton requirements, or similar producton requirements with other potental customers, are not met, or the materials produced are not of acceptable quality, we may lose these customers and lose credibility with other domestc and internatonal batery manufacturers and automotve OEMs, any of which could materially adversely afect our fnancial conditon and results of operatons.

Our R&D eforts strive to create materials and equipment that are on the cutng edge of technology, but competton in our industry is high. To secure acceptance of our materials and equipment, we must constantly develop and introduce materials and equipment that are cost-efectve and with enhanced functonality and performance to meet evolving industry standards. If we are unable to meet our customers’ performance or volume requirements or industry specifcatons, or retain or convert target customers, our business, prospects, fnancial conditon and operatng results could be materially adversely afected.

We have a concentraton of ownership among Phillips 66 and our executve ofcers, non-executve directors and their afliates that may prevent new investors from infuencing signifcant corporate decisions.

In September 2021, we consummated a transacton with Phillips 66 pursuant to which Phillips 66 purchased 77,962,578 ordinary shares of NOVONIX for a total purchase price of US$150 million (the “Phillips 66 Transacton”).

As a result of the Phillips 66 Transacton, Phillips 66 benefcially owns approximately 16.0% of our ordinary shares (based on the number of our outstanding shares as of June 30, 2022), and, as of June 30, 2022, our executve ofcers, non-executve directors and their afliates benefcially owned approximately 4% as a group. Based on their benefcial ownership, such security holders will be able to exercise a signifcant level of infuence over all maters requiring shareholder approval. This infuence could have the efect of delaying or preventng a change of infuence or changes in our management and will make the approval of certain transactons difcult or impossible without the support of these shareholders and their votes. In additon, pursuant to the terms of the Phillips 66 Transacton, Phillips 66 has the right to nominate one director to our Board of Directors and certain rights to be notfed of, and partcipate in, issuances of shares by the Company (other than distributons of shares to the Company’s shareholders on a pro rata basis). The interests of Phillips 66 and these shareholders may difer from our interests or those of our other shareholders, and these shareholders might not exercise their votng power in a manner favorable to our other shareholders.

Our commercial relatonships are subject to various risks which could adversely afect our business and future prospects.

Many of our commercial relatonships are conditonal, subject to supply performance, market conditons, quality assurance processes and audits of supplier processes fulfllments. There can be no assurance that we will be able to satsfy

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the conditons set forth by any of our current or future business partners. If we are unsuccessful in meetng the demand for high-quality materials and equipment, our business and prospects will be materially adversely afected.

In additon, our business partners may have economic, business or legal interests or goals that are inconsistent with our goals. Any disagreements with our business partners may impede our ability to maximize the benefts of any partnerships and slow the commercializaton of materials and equipment. Our arrangements may require us, among other things, to pay certain costs or to make certain capital investments, for which we may not have the resources. In additon, if our business partners are unable or unwilling to meet their economic or other obligatons under any business arrangements, our business and prospects will be materially adversely afected.

Terminaton of our sponsorship and collaboratve research agreements with Dalhousie University to support the development of current and future technology would likely harm our business, and even if they contnue, they may not help us successfully develop any new intellectual property.

In October 2018, we entered into a fve-year sponsorship agreement with the Research Group of Dr. Mark Obrovac at Dalhousie University (“Dalhousie”) to develop new batery technologies. In February 2021, we also entered into a collaboratve research agreement with Dalhousie, which also has a fve-year term. However, the agreement may be terminated at will by either party upon 90 days’ notce, subject to certain conditons. If Dalhousie elects to terminate either of these agreements with us, our ability to contnue to develop our technologies could be adversely impacted.

In additon, as of the date of this annual report, most of our patents and patent applicatons have been developed, or include technology developed through our collaboraton with Dalhousie. Although this collaboraton has been historically successful in new intellectual property generaton, there can be no assurance that it will be successful in future eforts to develop any new intellectual property. Moreover, while we have the frst right to fle patent applicatons based on intellectual property generated under our agreements with Dalhousie, and we would be the sole owner of any such patent and the intellectual property incorporated therein, there can be no guarantee that any such commercializaton will be successful. Disputes may arise between us and the other partes to these and related agreements regarding intellectual property subject to the sponsorship or other maters, including with respect to: the scope of rights granted under, and ownership of the intellectual property resultng from, the agreements and other interpretaton-related issues; the amount and tming of payments; the rights and obligatons of the partes under the agreements; and the ownership of inventons and know-how resultng from the joint creaton or use of intellectual property by each of the partes.

Any disputes with Dalhousie may prevent or impair our ability to maintain our current sponsorship and collaboraton arrangements. We beneft from the intellectual property development assistance from Dalhousie to develop, manufacture, expand, and accelerate our materials and technology. We cannot assure you that we will be able to contnue to comply with the terms of these agreements. Terminaton of the sponsorship of, and collaboraton with, Dr. Obrovac’s Research Group at Dalhousie could result in the loss of important rights and would likely harm our ability to further develop our technology.

We face signifcant challenges in our atempt to develop our anode and cathode materials and produce them at high volumes with acceptable performance, yields and costs. The pace of development in materials science is ofen not predictable. We may encounter substantal delays or operatonal problems in the scale-up of our anode or cathode materials producton.

Developing anode and cathode materials that meet the requirements for wide adopton by our potental customers is a difcult undertaking. We are stll in the development stage for certain of our materials and face signifcant challenges in producing our materials in commercial volumes. Some of the development challenges that could prevent our ability to scale up producton of our materials include changes in product performance from small to large scale producton, challenges in deployment of mass producton equipment, and inability to produce materials cost efectvely at large volumes. If we are unable to cost efciently design, manufacture, market, sell and distribute our materials and equipment, our margins, proftability and prospects would be materially and adversely afected. We have only recently produced

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materials with our Generaton 3 furnace systems and we have yet to produce cathode materials beyond lab and small pilot volumes. Our forecasted cost advantage for the producton of these materials at scale will require us to achieve rates of yield that we have not yet achieved. If we are unable to achieve these targeted rates, our business will be adversely impacted.

Any delay in the manufacturing scale-up of our anode materials or the progression of our cathode materials from lab to commercial scale manufacturing would negatvely impact our business as it will delay revenue generaton and negatvely impact our customer relatonships.

We currently have plans to increase our Chatanooga facility’s target capacity of anode materials utlizing new proprietary furnace technology developed in collaboraton with Harper Internatonal Corporaton ("Harper"). In April 2021, we installed the frst Generaton 2 furnace developed through this collaboraton and have produced materials in that Generaton 2 system for internal testng and to support customer qualifcaton requirements. We recently installed the frst two Generaton 3 furnace systems at our Riverside facility and are proceeding with commissioning those systems to meet our producton targets. Our ability to produce at increased capacity is largely dependent upon Harper manufacturing and supplying, and our successful implementaton of, Generaton 3 furnace systems, as well as an increase in stafng focused on plant design and engineering. The targeted producton capacity scale of our anode materials to 10,000 tonnes per year in 2023, and our plan to expand our annual producton capacity to 40,000 tonnes in 2025 and 150,000 tonnes in 2030, are also contngent on the successful satsfacton of a number of other factors, some of which are beyond our control. These factors include, among others, our ability to obtain funding on atractve terms to enable further expansion of our current producton facilites and our requirement to expand our producton capacity through acquisitons, joint ventures or other inorganic means. Acquisitons, if pursued, involve many risks, any of which could materially harm our business, including the diversion of management’s atenton from core business concerns, failure to efectvely exploit acquired technologies, failure to successfully integrate the acquired business or realize expected synergies or the loss of key employees from either our business or the acquired businesses. If we are unable to execute on those expansion eforts for any reason, we may experience a delay in the manufacturing scale-up or the scale-up may not occur at all, which would result in the loss of customers and materially damage our business, prospects, fnancial conditon, operatng results and brand.

The progression of our cathode materials from lab to commercial scale manufacturing is contngent upon the success of our Dry Partcle Microgranulaton (“DPMG”) technology and single crystal cathode methodology and expansion of our producton scale. If producton of cathode materials using this methodology, either on pilot or commercial scale, is not successful, our business, prospects, fnancial conditon, operatng results and brand may be materially adversely afected.

Operatonal problems with our manufacturing and related equipment could also result in the personal injury or death of workers, safety or environmental incidents, the loss of producton equipment, damage to manufacturing facilites, monetary losses, delays and unantcipated fuctuatons in producton. In additon, operatonal problems may result in environmental damage, administratve fnes, increased insurance costs and potental legal liabilites. All of these operatonal problems could have a material adverse efect on our business, results of operatons, cash fows, fnancial conditon or prospects.

Our investments in other companies are inherently risky and could disrupt our ongoing businesses. During 2022 we invested in Kore Power, a US based developer of batery cell technology for the clean energy industry. Changes to the valuaton of this investee have, and may contnue, to impact our fnancial results. Should the fair value of any of these investments contnue to decrease, our fnancial results will be adversely afected. Moreover, general operatonal risks, such as inadequate or failing internal control of companies we invest in, may also expose our investments to risks.

From tme to tme we may enter into negotatons for acquisitons, partnerships, joint ventures or investments that are not ultmately consummated or, if consummated, may not be successful.

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From tme to tme we may consider acquisitons, partnerships, joint ventures or investments that we believe may allow us to implement our growth strategy. For example, in January 2022, we entered into defnitve supply and investment agreements with KORE Power to become the exclusive supplier of graphite anode materials in support of KORE Power’s batery manufacturing operatons in the U.S. and acquired an approximate 5% equity stake in KORE Power. Notwithstanding the successful completon of this transacton, there can be no assurance that we will realize the intended benefts of this relatonship.

We cannot forecast the number, tming or size of any future acquisitons or other similar strategic transactons, or the efect that any such transactons might have on our operatng or fnancial results. We may not be able to successfully identfy future acquisiton or investment opportunites or complete any such acquisitons or investments if we cannot reach agreement on commercially favorable terms, if we lack sufcient resources to fnance the transacton on our own and cannot obtain fnancing at a reasonable cost or if regulatory authorites prevent such transactons from being completed. Management resources may also be diverted from operatng our existng businesses to focusing on acquisiton and investment opportunites, and we may also incur substantal out-of-pocket costs. Moreover, any such transacton may not be viewed favorably by investors or other stakeholders.

We may not be able to accurately estmate the future supply and demand for our materials and equipment, which could result in a variety of inefciencies in our business and hinder our ability to generate revenue. If we fail to accurately predict our manufacturing requirements or prices of components increase, we could incur additonal costs or experience delays.

It is difcult to predict our future revenues and appropriately budget for our expenses, and our views as to industry trends that may emerge may prove false, which could afect our business. Currently, there is limited historical basis for making judgments on the demand for our materials or equipment, or our ability to develop, manufacture, and deliver our materials or equipment, or our proftability in the future. If we overestmate our requirements, our suppliers may have excess inventory, which indirectly would increase our costs. If we underestmate our requirements, our suppliers may have inadequate inventory, which could interrupt manufacturing of our materials or equipment and result in delays in shipments and revenues. In additon, lead tmes for materials that our suppliers order may vary signifcantly and depend on factors such as the specifc supplier, contract terms and demand for each material at a given tme. If we fail to order sufcient quanttes of materials in a tmely manner, the delivery of materials or equipment to our potental customers could be delayed, which would harm our business, fnancial conditon and operatng results.

Additonally, agreements for the purchase of certain components used in the manufacture of our materials and equipment may contain pricing provisions that are subject to adjustment based on changes in market prices of key components. Substantal increases in the prices for such components would increase our operatng costs and could reduce our margins if we cannot recoup the increased costs. Any atempts to increase the announced or expected prices of our materials and equipment in response to increased costs of components could be viewed negatvely by our potental customers and could adversely afect our business, prospects, fnancial conditon or operatng results.

We may not be able to establish supply relatonships for necessary components or may be required to pay costs for components that are more expensive than antcipated, which could delay the introducton of our equipment and negatvely impact our business.

As we expand our anode materials manufacturing capabilites, we will begin to rely on third-party suppliers for components and materials. Any disrupton or delay in the supply of components or materials by our key third-party suppliers or pricing volatlity of such components or materials could temporarily disrupt producton of our anode materials untl an alternatve supplier is able to supply the required material. In such circumstances, we may experience prolonged delays, which may materially and adversely afect our results of operatons, fnancial conditon and prospects.

We may not be able to control fuctuaton in the prices for these materials or negotate agreements with suppliers on terms that are benefcial to us. Our business depends on the contnued supply of certain proprietary materials for our

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materials and equipment. We are exposed to multple risks relatng to the availability and pricing of such materials and components. Substantal increases in the prices for our raw materials or components would increase our operatng costs and materially impact our fnancial conditon.

Currency fuctuatons, trade barriers, extreme weather, pandemics, tarifs or shortages and other general economic or politcal conditons may limit our ability to obtain key components for our batery cell testng equipment or signifcantly increase freight charges, raw material costs and other expenses associated with our business, which could further materially and adversely afect our results of operatons, fnancial conditon and prospects.

If we are unable to atract and retain key employees and qualifed personnel, our ability to compete could be harmed.

Our success depends on our ability to atract and retain our executve ofcers, key employees and other qualifed personnel, and our operatons may be severely disrupted if we lost their services. As we build our brand and become beter known, there is increased risk that compettors or other companies will seek to hire our personnel. The failure to atract, integrate, train, motvate and retain such key personnel could seriously harm our business and prospects.

In additon, we are highly dependent on the services of Dr. Chris Burns, our Chief Executve Ofcer, and other senior technical and management personnel, including our executve ofcers, who would be difcult to replace. If Dr. Burns or other key personnel were to depart, we may not be able to successfully atract and retain senior leadership necessary to grow our business. We do not currently maintain “key person” life insurance on the lives of our executves or any of our employees. This lack of insurance means that we may not receive adequate compensaton for the loss of the services of these individuals.

Labor shortages, turnover, and labor cost increases could adversely impact our ability to scale-up manufacturing of our anode and cathode materials.

The COVID-19 pandemic has resulted in aggressive competton for talent, wage infaton and pressure to improve benefts and workplace conditons to remain compettve. Challenging conditons due to the COVID-19 pandemic and the highly compettve wage pressure resultng from the labor shortage make it difcult to atract and retain the best talent.

A sustained labor shortage or increased turnover rates within our employee base, caused by COVID-19 or as a result of general macroeconomic factors, could lead to increased costs, such as increased overtme or fnancial incentves to meet demand and increased wage rates to atract and retain employees, and could negatvely afect our ability to scale-up manufacturing for our anode and cathode materials.

We may need to obtain funding from tme to tme to fnance our growth and operatons, which may not be available on acceptable terms, or at all. If we are unable to raise capital when needed, we may be forced to delay, reduce or eliminate certain operatons, and we may be unable to adequately control our costs.

We require signifcant capital to develop and grow our business and expect to incur signifcant expenses, including those relatng to research and development, leases, regulatory compliance, sales and distributon as we build our brand and market our materials, equipment and services, and general and administratve costs as we scale our operatons. Our ability to become proftable in the future will depend on our ability not only to successfully market our materials, equipment and services, but also to control our costs, and may require us to obtain additonal funding.

Among other actvites that may increase our costs, we antcipate that we will need to increase our product development, scientfc and administratve headcount. In partcular, we will require additonal key staf for development as well as additonal key fnancial and administratve personnel. Such an evoluton may impact our strategic focus and our deployment and allocaton of resources.

Our ability to manage our operatons and growth efectvely depends upon the contnual improvement of our procedures, reportng systems and operatonal, fnancial and management controls. We may not be able to implement administratve

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and operatonal improvements cost-efectvely or tmely, and we may discover defciencies in existng systems and controls, the remediaton of which might also increase our costs. If we do not meet these challenges, we may be unable to execute our business strategies and may be forced to expend more resources than antcipated addressing these issues.

While not currently part of our growth strategy, we may acquire additonal technology and complementary businesses in the future. If we are unable to successfully manage our growth and the increased complexity of our operatons, and to obtain and appropriately allocate and deploy resources, our business, fnancial positon, results of operatons and prospects may be harmed.

As of June 30, 2022, we had A$207,083,935 (US$142,624,919) in cash, cash equivalents and short-term investments. The Company plans to reach synthetc graphite producton capacites of 10,000 tpa by 2023, with further targets of 40,000 tpa by 2025 and 150,000 tpa by 2030. We believe that our existng cash and cash equivalents will help support capacity expansion towards 10,000 tpa, which is expected to be completed in 2023. However, we may need to raise additonal capital to further expand the producton scale of our anode materials and to accelerate the scale-up of our cathode technology. Adequate additonal fnancing may not be available to us on acceptable terms, or at all. If we raise additonal funds through collaboraton and licensing arrangements with third partes, we may have to relinquish some rights to our technologies or our product candidates on terms that may not be favorable to us. Any additonal capital-raising eforts may divert our management from their day-to-day actvites, which may adversely afect our ability to develop and commercialize our current and future product candidates, if approved. If we are unable to raise capital when needed or on acceptable terms, we may be forced to delay, reduce or altogether cease certain operatons or future commercializaton eforts. See also - “We have a history of fnancial losses and expect to incur signifcant expenses and contnuing losses in the near future”, "Item 5.B. Liquidity and Capital Resources," and "Item 18. Financial Statements.

Our business and future growth depend substantally on the growth in demand for electric vehicles and bateries for grid energy storage.

The demand for our materials and equipment is directly related to the market demand for electric vehicles and bateries for grid energy storage. In antcipaton of an expected increase in the demand in these markets in the next few years, we are expanding our manufacturing capacity and seeking long-term strategic partnerships. However, the markets we have targeted may not achieve the level of growth we expect during the tme frame projected. If markets fail to achieve our expected level of growth, we may have excess producton capacity and may not be able to generate enough revenue to obtain proftability. If the market for electric vehicles or bateries for grid energy storage does not develop at the rate or in the manner or to the extent that we expect, or if critcal assumptons that we have made regarding the efciency of our energy solutons are incorrect or incomplete, our business, prospects, fnancial conditon and operatng results could be harmed.

We have been, and may in the future be, adversely afected by the global COVID-19 pandemic.

We face various risks related to epidemics, pandemics, and other outbreaks, including the recent COVID-19 pandemic. The impact of COVID-19, including changes in consumer and business behavior, pandemic fears and market downturns, and restrictons on business and individual actvites, has created signifcant volatlity in the global economy and led to reduced economic actvity. The spread of COVID-19 has also impacted our potental and existng customers and suppliers by disruptng the manufacturing, delivery and overall supply chain. An extended period of supply chain disrupton could impact our ability to order sufcient quanttes of materials necessary for manufacturing our materials and may impact our ability to deliver customer orders in a tmely manner.

COVID-19 has resulted in government authorites implementng numerous measures to try to contain the spread of the virus, such as travel bans and restrictons, quarantnes, stay-at-home or shelter-in-place orders, and business shutdowns. In additon, various aspects of our business cannot be conducted remotely, including many aspects of the development

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and manufacturing of our materials and equipment and the provision of our batery technology services. Measures required or recommended by government authorites may remain in place for a signifcant period of tme and they are likely to contnue to adversely afect our manufacturing plans, sales and marketng actvites, business and results of operatons. We may take further actons as may be required by government authorites or that we determine are in the best interests of our employees, suppliers, vendors and business partners.

The extent to which the COVID-19 pandemic contnues to impact our business, prospects and results of operatons will depend on future developments, which are highly uncertain and cannot be predicted, including the duraton and spread of the pandemic, its severity, the actons to contain the virus or treat its impact, and how quickly and to what extent normal economic and operatng actvites can resume. If the COVID-19 pandemic subsides, we may contnue to experience an adverse impact to our business as a result of the global economic impact, including any recession that has occurred or may occur in the future.

There are no comparable recent events that may provide guidance as to the efect of the COVID-19 pandemic, and, as a result, the ultmate impact of the COVID-19 pandemic or any other health epidemic is highly uncertain.

Our projected operatng and fnancial results rely in large part upon assumptons and analyses we have developed. If these assumptons or analyses prove to be incorrect, our actual operatng results may be materially diferent from our projected results.

Management's projected operatng and fnancial results refect current estmates of our future performance. Whether actual operatng and fnancial results and business developments will be consistent with our expectatons and assumptons as refected in our projectons depends on a number of factors, many of which are outside our control, including, but not limited to:

•	success and tming of facility expansion actvites;

•	customer acceptance of our materials, equipment and services;

•	competton, including from established and future compettors;

•	whether we can obtain sufcient capital to expand our manufacturing capabilites and sustain and grow our business;

•	our ability to manage our growth;

•	whether we can manage relatonships with key suppliers, customers and partners;

•	cost and availability of electricity to meet operatonal needs;

•	our ability to retain existng key management, integrate recent hires and atract, retain and motvate qualifed personnel; and

•	the overall strength and stability of domestc and internatonal economies.

Unfavorable changes in any of these or other factors, most of which are beyond our control, could materially and adversely afect our business, results of operatons and fnancial results.

We may become subject to product liability claims, which could harm our fnancial conditon and liquidity if we are not able to successfully defend or insure against such claims.

We may become subject to product liability claims, even those without merit, which could harm our business, prospects, operatng results, and fnancial conditon. We face inherent risk of exposure to claims in the event our materials and equipment do not perform as expected or malfuncton resultng in personal injury or death. A successful product liability claim against us could require us to pay a substantal monetary award. Moreover, a product liability claim could generate substantal negatve publicity about our materials, equipment and business and inhibit or prevent commercializaton of other future materials or equipment, which would have a material adverse efect on our brand, business, prospects and operatng results. Any insurance coverage might not be sufcient to cover all potental product liability claims. Any claim seeking signifcant monetary damages either in excess of our coverage, or outside of our coverage, may have a material

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adverse efect on our reputaton, business and fnancial conditon. We may not be able to secure additonal product liability insurance coverage on commercially acceptable terms or at reasonable costs when needed, partcularly if we do face liability for our materials and equipment and are forced to make a claim under our policy.

Our systems and data may be subject to intentonal disrupton, other security incidents, or alleged violatons of laws, regulatons, or other obligatons relatng to data handling that could result in liability and adversely impact our reputaton and future sales.

We expect to face signifcant challenges with respect to informaton security and maintaining the security and integrity of our systems and other systems used in our business, as well as with respect to the data stored on or processed by these systems. We are also at risk for interruptons, outages and breaches of: (a) operatonal systems, including business, fnancial, accountng, product development, data processing or producton processes, owned by us or our third-party vendors or suppliers and (b) facility security systems, owned by us or our third-party vendors or suppliers. A cyber incident could be caused by disasters, insiders (through inadvertence or with malicious intent) or malicious third partes (including naton-states or naton-state supported actors) using sophistcated, targeted methods to circumvent frewalls, encrypton and other security defenses, including hacking, fraud, trickery or other forms of decepton. Advances in technology, an increased level of sophistcaton, and an increased level of expertse of hackers, new discoveries in the feld of cryptography or others can result in a compromise or breach of the systems used in our business or of security measures used in our business to protect confdental informaton, personal informaton, and other data. The techniques used by cyber atackers change frequently and may be difcult to detect for long periods of tme. Although we maintain informaton technology measures designed to protect ourselves against intellectual property thef, data breaches and other cyber incidents, such measures will require updates and improvements, and we cannot guarantee that such measures will be adequate to detect, prevent or mitgate cyber incidents. The implementaton, maintenance, segregaton and improvement of these systems requires signifcant management tme, support and cost.

Our ability to conduct our business and operatons depends on the contnued operaton of informaton technology and communicatons systems. Systems used in our business, including data centers and other informaton technology systems, are vulnerable to damage or interrupton. Such systems could also be subject to break-ins, cyberatacks, sabotage and intentonal acts of vandalism, as well as disruptons and security incidents as a result of non-technical issues, including intentonal or inadvertent acts or omissions by employees, service providers, or others. Such cyber incidents could: materially disrupt operatonal systems; result in loss of trade secrets or other proprietary or compettvely sensitve informaton; or compromise certain informaton of customers, employees, suppliers, or others; jeopardize the security of our facilites.

Moreover, there are inherent risks associated with developing, improving, expanding and updatng current systems, including the disrupton of our data management, procurement, producton executon, fnance, supply chain and sales and service processes. These risks may afect our ability to manage our data and inventory, procure parts or supplies or produce, sell, deliver and service our materials and equipment, adequately protect our intellectual property or achieve and maintain compliance with, or realize available benefts under, applicable laws, regulatons and contracts. We cannot be sure that these systems upon which we rely, including those of our third-party vendors or suppliers, will be efectvely implemented, maintained or expanded as planned. If we do not successfully implement, maintain or expand these systems as planned, our operatons may be disrupted, our ability to accurately and tmely report our fnancial results could be impaired, and defciencies may arise in our internal control over fnancial reportng, which may impact our ability to certfy our fnancial results. Moreover, our proprietary informaton or intellectual property could be compromised or misappropriated and our reputaton may be adversely afected. If these systems do not operate as we expect them to, we may be required to expend signifcant resources to make correctons or fnd alternatve sources for performing these functons.

We antcipate using outsourced service providers to help provide certain services, and any such outsourced service providers face similar security and system disrupton risks as us. Some of the systems used in our business will not be fully

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redundant, and our disaster recovery planning cannot account for all eventualites. Any data security incidents or other disruptons to any data centers or other systems used in our business could result in lengthy interruptons in our service.

Our facilites or operatons could be damaged or adversely afected as a result of natural disasters and other catastrophic events.

Our facilites or operatons could be adversely afected by events, conditons and circumstances outside of our control, such as natural disasters, wars, health epidemics such as the ongoing COVID-19 pandemic, and other calamites. We cannot assure you that our backup systems will be adequate to protect us from the efects of fre, foods, typhoons, earthquakes, power loss, telecommunicatons failures, break-ins, war, riots, terrorist atacks or similar events. Any of the foregoing events may give rise to interruptons, breakdowns, system failures, technology platorm failures or internet failures, which could cause the loss or corrupton of data or malfunctons of sofware or hardware as well as adversely afect our ability to provide services or manufacture materials or equipment.

Moreover, our facilites located in Chatanooga, Tennessee, currently account for 100% of the producton of our anode materials, and our facility in Bedford, Nova Scota, currently accounts for 100% of the producton of our batery testng equipment. As a result, any disruptons or other adverse events, whether within or beyond our control, at those facilites or in the surrounding area could have a partcularly signifcant impact on our business performance and fnancial results.

Any global systemic politcal, economic and fnancial crisis (as well as the indirect efects fowing therefrom) could negatvely afect our business, results of operatons, and fnancial conditon.

In recent tmes, several major systemic politcal, economic and fnancial crises negatvely afected global business across a range of industries, including the energy storage industry. In additon, there have been politcal and trade tensions among a number of the world’s major economies in recent years, which have resulted in the implementaton of tarif and non-tarif trade barriers, including the use of export control restrictons against certain countries and individual companies. Prolongaton or expansion of such trade barriers may result in a decrease in the growth of the global economy and the batery industry, and could cause turmoil in global markets that may result in declines in sales from which we generate our income through our materials, technologies and services. Also, any increase in the use of export control restrictons to target certain countries and companies, any expansion of the extraterritorial jurisdicton of export control laws in the jurisdicton in which we operate, or a complete or partal ban on products sales to certain companies could impact not only our ability to supply our materials, technologies and services to such customers, but also customers’ demand for our materials, technologies and services.

Any future systemic politcal, economic or fnancial crisis or market volatlity, including but not limited to, interest rate fuctuaton, infaton or defaton and changes in economic, fscal and monetary policies in major economies, could cause revenue or profts for the batery industry as a whole to decline dramatcally, and if the economic conditons or fnancial conditons of our current or target customers were to deteriorate, the demand for our materials, technologies and services may decrease. Further, in tmes of market instability, sufcient external fnancing may not be available to us on a tmely basis, on commercially reasonable terms to us, or at all. If sufcient external fnancing is not available when we need such fnancing to meet our capital requirements, we may be forced to curtail our expansion, modify plans or delay the deployment of new or expanded materials, technologies and services untl we obtain such fnancing. Thus, further escalaton of trade tensions, the use of export control restrictons as a non-tarif trade barrier or any future global systemic crisis could materially and adversely afect our results of operatons.

Terrorist actvity, acts of war and politcal instability around the world could adversely impact our business.

Terrorist atacks, acts of war and other hostlites, politcal instability, and the natonal and internatonal responses to the same, have created many economic and politcal uncertaintes and could adversely afect our business and results of operatons in ways that we cannot presently predict. Such events could adversely afect global and regional economies and fnancial markets in general, which could result in an economic downturn that could adversely afect our operatons

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and ability to fnance our operatons. Given the uncertaintes relatng to Russia's invasion of Ukraine and the internatonal response to this confict, including the duraton or expansion of the confict and the efects of sanctons imposed against Russia or Russia’s retributons against those sanctons, we cannot predict the impact that Russia’s invasion of Ukraine may have on our future business. U.S. and foreign government-imposed sanctons and export restrictons could adversely afect our business partners, suppliers or customers located in or doing business with Russia, including as the result of supply disruptons or inability to ship or collect payments for their products. These impacts on our business partners, suppliers and customers, in turn, could negatvely afect demand for our products and services and increase our operatng costs, which could have a material adverse efect on our business, results of operatons, cash fows, fnancial conditon and prospects. In some cases, we are not insured for losses and interruptons caused by terrorist acts and acts of war.

From tme to tme, we may be involved in litgaton, regulatory actons or government investgatons and inquiries, which could have an adverse impact on our proftability and consolidated fnancial positon.

We may be involved in a variety of litgaton, other claims, suits, regulatory actons or government investgatons and inquiries and commercial or contractual disputes that, from tme to tme, are signifcant. In additon, from tme to tme, we may also be involved in legal proceedings arising in the normal course of business including commercial or contractual disputes, warranty claims and other disputes with potental customers and suppliers; intellectual property maters; personal injury claims; environmental, health and safety issues; tax maters; and employment maters. From tme to tme, such legal proceedings may be commenced by a signifcant customer, which may damage our relatonship with such customer. Our signifcant customers generally are larger enterprises and may be able to or choose to devote greater resources to such legal proceedings. It is difcult to predict the outcome or ultmate fnancial exposure, if any, represented by these maters, and there can be no assurance that any such exposure will not be material. Such claims may also negatvely afect our reputaton. See also “—We may become involved in lawsuits or other proceedings to protect or enforce our intellectual property, which could be expensive, tme-consuming and unsuccessful and have a negatve efect on the success of our business.”

Loss of any leasehold interests in our tenements could limit our ability to mine these propertes or result in signifcant unantcipated costs.

In Queensland, where our MDG Project is located, exploring or mining for graphite is unlawful without a tenement granted by the Queensland government. The grant and renewal of tenements are subject to a regulatory regime and each tenement is subject to certain conditons. We currently maintain three tenements in connecton with the MDG Project. There is no certainty that an applicaton for the grant of a new tenement or renewal of one or more of the existng tenements will be granted at all or on satsfactory terms or within expected tmeframes. Further, the conditons atached to the tenements may change at the tme they are renewed. There is a risk that we may lose ttle to any of our granted tenements if we are unable to comply with conditons or if the land that is subject to the tenements is required for public purposes. Our existng tenements have expiratons ranging from October 19, 2022, to December 13, 2025, and, where renewal is required, there is a risk that the Queensland government may change the terms and conditons of such tenement upon renewal or refuse to grant the renewal of the tenement.

Risks Related to Regulatory Maters

We are subject to substantal regulaton, and unfavorable changes to, or our failure to comply with, these regulatons could substantally harm our business and operatng results.

Our materials, and the purchasers of our materials, are subject to regulaton under internatonal, federal, state and local laws, including export control laws. We expect to incur signifcant costs in complying with these regulatons. Regulatons related to the batery and EV industry and alternatve energy are currently evolving and we face risks associated with changes to these regulatons.

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To the extent the laws change, our materials and equipment may not comply with applicable internatonal, federal, state or local laws, which would have an adverse efect on our business. Compliance with changing regulatons could be burdensome, tme consuming, and expensive. To the extent compliance with new regulatons is cost prohibitve, our business, prospects, fnancial conditon and operatng results would be adversely afected.

Internatonally, there may be laws in jurisdictons we have not yet entered or laws we are unaware of in jurisdictons we have entered that may restrict our sales or other business practces. The laws in this area can be complex and difcult to interpret and may change over tme. Contnued regulatory limitatons and other obstacles that may interfere with our ability to commercialize our materials and equipment could have a negatve and material impact on our business, prospects, fnancial conditon and results of operatons.

We are subject to ant-corrupton, ant-bribery, ant-money laundering, fnancial and economic sanctons and similar laws, and non-compliance with such laws can subject us to administratve, civil and criminal fnes and penaltes, collateral consequences, remedial measures and legal expenses, all of which could adversely afect our business, results of operatons, fnancial conditon and reputaton.

We are subject to ant-corrupton, ant-bribery, ant-money laundering, fnancial and economic sanctons and similar laws and regulatons in various jurisdictons in which we conduct or in the future may conduct actvites, including the U.S. Foreign Corrupt Practces Act (“FCPA”), the U.K. Bribery Act 2010, the Australian Criminal Code Act 1995 (“Criminal Code”), the Australian Ant-Money Laundering and Counter Terrorism Financing Act 2006, and other ant-corrupton laws and regulatons. The FCPA, the U.K. Bribery Act 2010, and the Criminal Code prohibit us and our ofcers, directors, employees and business partners actng on our behalf, including agents, from corruptly ofering, promising, authorizing or providing anything of value, or providing beneft to a “foreign ofcial”, or (under the Criminal Code) another person with the intenton this will beneft a “foreign public ofcial”, for the purposes of infuencing ofcial decisions or obtaining or retaining business or otherwise obtaining favorable treatment. The FCPA also requires companies to make and keep books, records and accounts that accurately refect transactons and dispositons of assets and to maintain a system of adequate internal accountng controls. The U.K. Bribery Act also prohibits non-governmental “commercial” bribery and solicitng or acceptng bribes. Our policies and procedures that are designed to comply with these laws may not be sufcient and our directors, ofcers, employees, representatves, consultants, agents, and business partners could engage in improper conduct for which we may be held responsible.

Non-compliance with ant-corrupton, ant-bribery, ant-money laundering, fnancial and economic sanctons and similar laws could subject us to whistleblower complaints, adverse media coverage, investgatons, and severe administratve, civil and criminal sanctons, collateral consequences, remedial measures and legal expenses, all of which could materially and adversely afect our business, results of operatons, fnancial conditon and reputaton. In additon, changes in these laws in the future could adversely impact our business. See “—Any global systemic politcal, economic and fnancial crisis (as well as the indirect efects fowing therefrom) could negatvely afect our business, results of operatons, and fnancial conditon” for more informaton.

We are subject to environmental, health and safety requirements which could adversely afect our business, results of operaton and reputaton.

Our facilites and operatons are subject to numerous environmental, health and safety (“EHS”) laws and regulatons, which require signifcant capital investment on an ongoing basis. These laws and regulatons regulate, among other things, the discharge of materials into the environment, air emissions, the handling and disposal of wastes, remediaton of contaminated sites and other maters relatng to worker and consumer health and safety, and to the protecton of the environment. Non-compliance with applicable EHS laws could give rise to liability, including the potental for civil or criminal fnes or penaltes, unforeseen capital expenditures or other legal liability. In additon, EHS laws or their enforcement may change or become more stringent over tme, which could increase our operatng costs, subject us to additonal liabilites and cause delays in our processes. We may also face liability for the remediaton of contaminated

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sites, including at third-party contaminated sites where we or our predecessors in interest have sent waste for treatment or disposal. Remediaton liability may be imposed without regard to whether we knew of, or caused, the release of such regulated substances. In additon, under environmental laws, we may be liable for the entre cost to remediate a contaminated site, even where multple partes contributed to the contaminaton.

Our operatons pose a number of safety risks which could result in the personal injury or death of our workers, fre or explosion, damage to machinery or materials and equipment, or producton delays. For example, our manufacturing operatons utlize furnaces and equipment heated to extremely high temperatures, for which our existng safety measures, including policies and procedures in place to protect against health and safety incidents or damage to our facility and equipment in the event of a fre or other incident, might not prevent serious injury or death or property damage. Consequences of safety incidents may include litgaton, regulatory acton, increased insurance premiums, mandates to halt producton, workers’ compensaton claims, or other liabilites, all of which may adversely impact our business, including harm to our reputaton, fnances or ability to operate.

In additon, our supply-chain and manufacturing processes rely on the use of fossil fuels for product materials and energy consumpton. Changes in rules and regulatons (e.g., greenhouse gas regulatons, air emission compliance requirements) applicable to us or enttes in our supply chain or stricter scrutny of our sustainability performance by various stakeholders could require us to make changes to our operatons, which could increase our operatng costs, cause delays or otherwise have an adverse impact on our business.

Risks Relatng to Intellectual Property

Our success depends upon our ability to obtain and maintain intellectual property protecton for our materials and technologies.

Our success will depend in signifcant part on our ability to establish and maintain adequate protecton of our owned intellectual property, and the ability to commercialize materials and equipment resultng therefrom, without infringing the intellectual property rights of others. We may not be able to prevent unauthorized use of our intellectual property, which could harm our business and compettve positon. We rely upon a combinaton of the intellectual property protectons aforded by patent and trade secret laws in the United States, Canada, and other jurisdictons, as well as license agreements and other contractual protectons, to establish, maintain and enforce rights in our proprietary technologies. In additon, we seek to protect our intellectual property rights through nondisclosure and inventon assignment agreements with our employees and consultants, and through non-disclosure agreements with business partners and other third partes. Despite our eforts to protect our proprietary rights, third partes may atempt to copy or otherwise obtain and use our intellectual property. Monitoring unauthorized use of our intellectual property is difcult and costly, and the steps we have taken or will take to prevent misappropriaton may not be sufcient.

Furthermore, our owned and in-licensed intellectual property rights may be subject to a reservaton of rights by one or more third partes. In some instances, when new technologies are developed with government funding (and in partcular, the U.S. government), the government may obtain certain rights in any resultng patents, including a non-exclusive license authorizing the government to use the inventon or to have others use the inventon on its behalf. These rights may permit the government to disclose our confdental informaton to third partes and to exercise march-in rights to use or allow third partes to use our licensed technology. For example, the United States federal government retains such rights in inventons produced with its fnancial assistance under the Bayh-Dole Act. The government can exercise its march-in rights if it determines that acton is necessary because we fail to achieve practcal applicaton of the government-funded technology, because acton is necessary to alleviate health or safety needs, to meet requirements of federal regulatons, or to give preference to U.S. industry. We recently received a grant from the U.S. Department of Energy, which, once funds are received, we plan to use to develop certain products and technologies. As a result, such governmental authority may have certain rights, including march-in rights, to such patent rights and technology, under the Bayh-Dole Act or similar laws and our rights in such inventons may be subject to certain requirements to manufacture products embodying such

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inventons in the United States. Any exercise by the government of such rights or by any third party of its reserved rights could harm our compettve positon, business, fnancial conditon, results of operatons and prospects.

Our inability to protect our confdental informaton and trade secrets would harm our business and compettve positon.

In additon to seeking patents for some of our technology and processes, we also rely substantally on trade secrets, including unpatented know-how, technology and other proprietary materials and informaton, to maintain our compettve positon. We seek to protect these trade secrets, in part, by requiring employees to waive their intellectual property rights and to maintain confdentality or non-disclosure obligatons as set forth in our employee handbook or in our agreements with them. However, these steps may be inadequate, we may fail to enter into agreements with all such partes or any of these partes may breach the agreements and disclose our trade secrets, and there may be no adequate remedy available for such breach of an agreement. We cannot assure you that our trade secrets will not be disclosed or that we can meaningfully protect our trade secrets. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difcult, expensive and tme consuming, and the outcome is unpredictable. In additon, some courts both within and outside the United States may be less willing, or unwilling, to protect trade secrets. If a compettor lawfully obtained, reverse engineered or independently developed any technology or informaton that we protect as trade secret, we would have no right to prevent such compettor from using that technology or informaton to compete with us, which could harm our compettve positon.

Our patent applicatons may not result in issued patents or our patent rights may be contested, circumvented, invalidated or limited in scope, any of which could have a material adverse efect on our ability to prevent others from interfering with our commercializaton of our products.

In additon to taking other steps to protect our intellectual property, we currently hold one issued patent, we have applied for seven additonal patents, and we intend to contnue to apply for, patents with claims covering our technologies and processes when and where we deem it appropriate to do so. We have fled patent applicatons in the United States, Canada and in certain non-U.S. jurisdictons to obtain patent rights to inventons we have developed, with claims directed to compositons of mater, methods of use and other technologies relatng to our programs, including batery applicatons. There can be no assurance that any of these applicatons will result in patents being issued. In additon, there can be no assurance that any of our current and future patents will efectvely protect our technologies and processes and efectvely prevent others from commercializing compettve technologies, processes and products. Publicatons of discoveries in the scientfc literature ofen lag behind the actual discoveries, and patent applicatons in the United States and other jurisdictons are typically not published untl 18 months afer fling or in some cases not at all, untl they are issued as a patent. Therefore, we cannot be certain that we or our current or future collaborators were the frst to make the inventons claimed in our owned patent or pending patent applicatons, or that we or our current or future collaborators were the frst to fle for patent protecton of such inventons. For a descripton of our patent portolio, see “Item 4. Business Overview - Intellectual Property.”

Any changes we make to our technologies or processes to cause them to have what we view as more advantageous propertes may not be covered by our existng patent and patent applicatons, and we may be required to fle new applicatons and/or seek other forms of protecton for any such altered technologies or processes. Numerous patents and pending patent applicatons owned by others exist in the felds in which we have developed and are developing our technology. The patent landscape surrounding our underlying technology and processes is potentally crowded, and there can be no assurance that we would be able to secure patent protecton that would adequately cover an alternatve to our current technologies or processes.

The patent prosecuton process is expensive and tme-consuming, and we and our current or future collaborators may not be able to prepare, fle and prosecute all necessary or desirable patent applicatons at a reasonable cost or in a tmely manner. It is also possible that we or our current or future collaborators will fail to identfy patentable aspects of inventons

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made in the course of development and commercializaton actvites before it is too late to obtain patent protecton for them. Moreover, in some circumstances, we may not have the right to control the preparaton, fling and prosecuton of patent applicatons, or to maintain or enforce the patents, covering technology that we license to third partes and may be reliant on our current or future collaborators to perform these actvites, which means that these patent applicatons may not be prosecuted, and these patents enforced, in a manner consistent with the best interests of our business. If our current or future collaborators fail to establish, maintain, protect or enforce such patents and other intellectual property rights, such rights may be reduced or eliminated. If our current or future collaborators are not fully cooperatve or disagree with us as to the prosecuton, maintenance or enforcement of any patent rights, such patent rights could be compromised.

Further, the issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability, and our patents may be challenged in the courts or patent ofces in the United States and abroad. In recent years, these areas have been the subject of much litgaton. As a result, the issuance, scope, validity, enforceability and commercial value of our and our current or future collaborators’ patent rights are highly uncertain. The legal protecton aforded to inventors and owners of intellectual property in countries outside of the United States may not be as protectve or efectve as that in the United States and we may, therefore, be unable to acquire and enforce intellectual property rights outside the United States to the same extent as in the United States. Whether fled in the United States or abroad, our patent applicatons may be challenged or may fail to result in issued patents. In many non-U.S. countries, patent applicatons and/or issued patents, or parts thereof, must be translated into the natve language. If our patent applicatons or issued patents are translated incorrectly, they may not adequately cover our technologies; in some countries, it may not be possible to rectfy an incorrect translaton, which may result in patent protecton that does not adequately cover our technologies in those countries.

Filing, prosecutng, enforcing and defending patents in all countries throughout the world would be prohibitvely expensive, and our intellectual property rights in some countries outside the United States may be less extensive than those in the United States. In additon, the laws of some non-U.S. countries do not protect intellectual property rights to the same extent as federal and certain state laws in the United States. Consequently, we may not be able to prevent third partes from practcing our inventons in all countries outside the United States, or from selling or importng products made using our inventons in and into the United States or other jurisdictons. Compettors may use technologies in jurisdictons where we have not obtained patent protecton to develop their own products and, further, may export otherwise infringing products to territories where we have patent protecton, but enforcement is not as strong as that in the United States. These products may compete with ours and our patents or other intellectual property rights may not be efectve or sufcient to prevent them from competng.

The requirements for patentability difer and certain countries have heightened requirements for patentability, requiring more disclosure in the patent applicaton. In additon, certain countries have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third partes. In those countries, we may have limited remedies if patents are infringed or if we are compelled to grant a license to a third party, which could materially diminish the value of those patents. This could limit our potental revenue opportunites. In additon, many countries limit the enforceability of patents against government agencies or government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of such patent. Accordingly, our eforts to enforce intellectual property rights around the world may be inadequate to obtain a signifcant commercial advantage from the intellectual property that we own or license.

Changes in patent law could diminish the value of patents in general, thereby impairing our ability to protect our technologies and processes.

Our success is heavily dependent on intellectual property rights, partcularly patents. Obtaining and enforcing patents involves technological and legal complexity, and obtaining and enforcing patents is costly, tme-consuming and inherently uncertain. The U.S. Supreme Court in recent years has issued rulings either narrowing the scope of patent protecton available in certain circumstances or weakening the rights of patent owners in certain situatons or ruling that certain

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subject mater is not eligible for patent protecton. In additon to increasing uncertainty with regard to our ability to obtain patents in the future, this combinaton of events has created uncertainty with respect to the value of patents, once obtained. Depending on decisions by Congress, the federal courts, the USPTO and equivalent bodies in non-U.S. jurisdictons, the laws and regulatons governing patents could change in unpredictable ways that would weaken our ability to obtain new patents or to enforce our existng patent and patents we may obtain in the future.

Patent reform laws, such as the Leahy-Smith America Invents Act, or the Leahy-Smith Act, as well as changes in how patent laws are interpreted, could increase the uncertaintes and costs surrounding the prosecuton of our patent applicatons and the enforcement or defense of our issued patents.

Our lack of registered trademarks and trade names could potentally harm our business.

As of the date of this annual report, we do not own any registered trademarks, but we may pursue trademark registratons in the future. The unauthorized use or other violaton of any of our trademarks or trade names could diminish the brand recogniton or value of our business which would have a material adverse efect on our fnancial conditon and results of operaton.

Trademarks and trade names distnguish our products and services from the products and services of others. If our potental future customers are unable to distnguish our products and services from those of other companies, we could lose sales and distributors to our compettors. We do not have any registered trademarks and trade names, so we must rely on common law rights in such trademarks or trade names, which are diferent in each jurisdicton, if any such rights exist. Many subtletes exist in product descriptons, oferings and names that can easily confuse distributors and customers. This presents a risk of losing potental customers looking for our products and buying someone else’s because they cannot diferentate between them.

If we do eventually fle trademark applicatons, third partes may oppose our trademark applicatons or otherwise challenge our use of the trademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our products, which could result in loss of brand recogniton, and could require us to devote resources to advertsing and marketng new brands. Further, there can be no assurance that compettors will not infringe our trademarks or that we will have adequate resources to enforce our trademarks.

We may be unable to obtain intellectual property rights or technology necessary to develop and commercialize our materials and equipment.

The patent landscape around our programs is complex, and there may be one or more third-party patents and patent applicatons containing subject mater that might be relevant to our programs. Depending on what claims may ultmately issue from these patent applicatons, and how courts construe the issued patent claims, as well as depending on the ultmate method of use of our processes, we may need to obtain a license to practce the technology claimed in such patents. There can be no assurance that such licenses will be available to us on commercially reasonable terms, or at all. If a third party does not ofer us a necessary license or ofers a license only on terms that are unatractve or unacceptable to us, we might be unable to develop and commercialize one or more of our programs, which would harm our business, fnancial conditon and results of operatons. Moreover, even if we obtain licenses to such intellectual property, but subsequently fail to meet our obligatons under the relevant license agreements, or such license agreements are terminated for any other reasons, we may lose our rights to the technologies licensed under those agreements.

The licensing or acquisiton of third-party intellectual property rights is an area in which many companies operate that have interests that are in confict with ours, and several more established companies may pursue strategies to license or acquire third-party intellectual property rights that we may consider atractve or necessary. These established companies may have a compettve advantage over us due to their size, capital resources and greater commercializaton capabilites. In additon, companies that perceive us to be a compettor may be unwilling to assign or license rights to us. We also may be unable to license or acquire third-party intellectual property rights on terms that would allow us to make an appropriate

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return on our investment, or at all. If we are unable to successfully obtain rights to required third-party intellectual property rights or maintain the existng intellectual property rights we have, we may have to abandon development of the relevant programs, which could harm our business, fnancial conditon, results of operatons and prospects.

We may become involved in lawsuits or other proceedings to protect or enforce our intellectual property, which could be expensive, tme-consuming and unsuccessful and have a negatve efect on the success of our business.

Third partes may infringe our patents or misappropriate or otherwise violate our intellectual property rights. In the future, we may initate legal proceedings to enforce or defend our intellectual property rights, to protect our trade secrets or to determine the validity or scope of intellectual property rights we own or control. Also, third partes may initate legal proceedings against us to challenge the validity or scope of intellectual property rights we own, control or to which we have rights. These proceedings can be expensive and tme-consuming and many of our adversaries in these proceedings may have the ability to dedicate substantally greater resources to prosecutng these legal actons than we can. Accordingly, despite our eforts, we may not be able to prevent third partes from infringing upon or misappropriatng intellectual property rights we own, control or have rights to, partcularly in countries where the laws may not protect those rights as fully as in the United States. Litgaton could result in substantal costs and diversion of management resources, which could harm our business and fnancial results. In additon, if we initated legal proceedings against a third party to enforce a patent, the defendant could counterclaim that such patent is invalid or unenforceable. An adverse result in any litgaton proceeding could put one or more of our patents at risk of being invalidated, narrowed, held unenforceable or interpreted in such a manner that would not preclude third partes from entering the market with competng products.

Third-party pre-issuance submission to the USPTO, or oppositon, derivaton, revocaton, reexaminaton, inter partes review or interference proceedings, or other pre-issuance or post-grant proceedings or other patent ofce proceedings or litgaton in the United States or other jurisdictons provoked by third partes or brought by us, may be necessary to determine the inventorship, priority, patentability or validity of inventons with respect to our patents or patent applicatons. An unfavorable outcome could leave our technology or processes without patent protecton, allow third partes to commercialize our technology and processes and compete directly with us, without payment to us, or could require us to obtain license rights from the prevailing party in order to be able to manufacture or commercialize our technologies or processes without infringing third-party patent rights. Our business could be harmed if the prevailing party in such a case does not ofer us a license on commercially reasonable terms, or at all. Even if we obtain a license, it may be non-exclusive, thereby giving our compettors access to the same technologies licensed to us. In additon, if the breadth or strength of protecton provided by our patents and patent applicatons is threatened, it could dissuade companies from collaboratng with us to license, develop or commercialize current or future technologies.

We may not be aware of all third-party intellectual property rights potentally relatng to our technologies or processes, or future technologies or processes. We are not aware of any facts that would lead us to conclude that the valid and enforceable claims of any third-party patents would reasonably be interpreted to cover our technologies or processes. As to pending third-party applicatons, we cannot predict with any certainty which claims will issue, if any, or the scope of such issued claims. Even if we believe third-party intellectual property claims are without merit, there is no assurance that a court would fnd in our favor on questons of infringement, validity, enforceability or priority. A court of competent jurisdicton could hold that these third-party patents are valid, enforceable and infringed, which could materially and negatvely afect our ability to commercialize any materials and equipment and any other technologies covered by the asserted third-party patents. If any such third-party patents (including those that may issue from such applicatons) were successfully asserted against us or other commercializaton partners and we were unable to successfully challenge the validity or enforceability of any such asserted patents, then we and other commercializaton partners may be prevented from commercializing our materials and equipment, or may be required to pay signifcant damages, including treble damages and atorneys’ fees if we are found to willfully infringe the asserted patents, or obtain a license to such patents, which may not be available on commercially reasonable terms, or at all. Even if we were able to obtain a license, it could be non-exclusive, thereby giving our compettors and other third partes access to the same technologies licensed to us,

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and it could require us to make substantal licensing and royalty payments. Any of the foregoing would harm our business, fnancial conditon and operatng results.

Our existng patent and any future patents we obtain may not be sufciently broad to prevent others from practcing our technologies or from developing or commercializing competng products. Furthermore, others may independently develop or commercialize similar or alternatve technologies, or design around our patents. Our patents may be challenged, invalidated, circumvented or narrowed, or fail to provide us with any compettve advantages. In additon, we may not be aware of patents or pending or future patent applicatons that, if issued, would block us from commercializing our materials and equipment. Thus, we cannot guarantee that the technology and processes related to our materials and equipment, or our commercializaton thereof, do not and will not infringe or otherwise violate any third party’s intellectual property.

We may be subject to claims by third partes assertng misappropriaton of intellectual property, or claiming ownership of what we regard as our own intellectual property.

Companies, organizatons or individuals, including our current and future compettors, may hold or obtain patents, trademarks or other proprietary rights that would prevent, limit or interfere with our ability to make, use, develop or sell our products or processes, which could make it more difcult for us to operate our business. From tme to tme, we may receive inquiries from holders of patents, trademarks or other intellectual property inquiring whether we are infringing or violatng their proprietary rights and/or seek court declaratons that they do not infringe upon, misappropriate or otherwise violate our intellectual property rights or challenging our ownership or the validity or enforceability of our intellectual property rights. Companies holding patents or other intellectual property rights relatng to bateries, electric motors or electronic power management systems may bring suits alleging infringement of such rights or otherwise assertng their rights and seeking licenses.

In additon, if we are determined to have infringed upon or violated a third party’s intellectual property rights, we may be required to do one or more of the following:

•	cease selling, incorporatng or using products or processes that incorporate or use the challenged intellectual property;

•	pay substantal damages or other monetary compensaton;

•	obtain a license from the holder of the infringed or violated intellectual property right, which license may not be available on reasonable terms if at all; or

•	redesign our bateries or other products or processes material to our business in order to avoid infringement or other violaton.

In the event of a successful claim of infringement or violaton against us, or our failure or inability to obtain a license or other valid rights to the infringed technology, our business, prospects, operatng results and fnancial conditon could be materially adversely afected. In additon, any litgaton or claims, whether or not valid, could result in substantal costs and diversion of resources and management’s atenton.

We also license patents and other intellectual property from third partes, and we may face claims that our use of this intellectual property infringes the rights of others. In such cases, we may seek indemnifcaton from our licensors under our license contracts with them. However, our rights to indemnifcaton may be unavailable or insufcient to cover our costs and losses or otherwise provide us with the contnued rights to use such licensed intellectual property.

Although we seek to ensure that our employees do not use the proprietary informaton or know-how of others in their work for us, we may be subject to claims that we or these employees have used or disclosed confdental informaton or intellectual property, including trade secrets or other proprietary informaton, of any such employee’s former employer, or that third partes have an interest in our patents as an inventor or co-inventor. Litgaton may be necessary to defend against these claims. If we fail in prosecutng or defending any such claims, in additon to paying monetary damages, we

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may lose valuable intellectual property rights or the services of personnel or sustain other damages. Such intellectual property rights could be awarded to a third party, and we could be required to obtain a license from such a third party to commercialize our technology or materials. Such a license may not be available on commercially reasonable terms, or at all. Even if we successfully prosecute or defend against such claims, litgaton could result in substantal costs and distract management.

In additon, while it is our policy to require our employees and contractors who may be involved in the concepton or development of intellectual property to waive or assign to us any intellectual property rights thereto, we may be unsuccessful in executng such an agreement with each party who, in fact, conceives or develops intellectual property that we regard as our own. The assignment of intellectual property rights may not be self-executng, or the assignment agreements may be breached, and we may be forced to bring claims against third partes, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property. Such claims could harm our business, fnancial conditon, results of operatons and prospects.

Intellectual property rights do not necessarily address all potental threats to our developed technologies, products, services or business.

The degree of future protecton aforded by our intellectual property rights is uncertain because intellectual property rights have limitatons and may not adequately protect our business or permit us to maintain our compettve advantage. For example:

•	others may be able to make products that are similar to ours or utlize similar technology but that are not covered by the claims of the patents that we exclusively license or may own in the future;

•	we or our future collaborators might not have been the frst to make the inventons covered by the issued patents and pending patent applicatons that we exclusively license or may own in the future;

•	we or our future collaborators might not have been the frst to fle patent applicatons covering certain of our or their inventons;

•	others may independently develop similar or alternatve technologies or duplicate any of our technologies without infringing our owned or exclusively licensed intellectual property rights;

•	it is possible that our pending patent applicatons or those that we may fle in the future, including those that we have licensed, will not result in issued patents;

•	issued patents to which we hold rights may be held invalid or unenforceable, including as a result of legal challenges by our compettors;

•	our compettors might conduct research and development actvites in countries where we do not have patent rights and then use the informaton learned from such actvites to develop compettve products for sale in major commercial markets in which we do not have sufcient patent rights to stop such sales;

•	we may not develop additonal proprietary technologies that are patentable;

•	the patents of others may be asserted against our technologies in a manner that harms our business; and

•	we may choose not to fle a patent applicaton in order to maintain certain trade secrets or know-how, and a third party may subsequently fle a patent covering such trade secrets or know-how.

Should any of these events occur, they could materially harm our business, fnancial conditon, results of operatons and prospects.

Risks Related to the ADSs

An actve U.S. trading market may not develop.

While our ordinary shares have been listed on the Australian Securites Exchange, or the ASX, since December 2015, and trading on the OTCQX Best Market since September 2020, there has been no public market on a U.S. natonal securites exchange for our ordinary shares and, prior to the listng of the ADSs on NASDAQ in January 2022, there was no public

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market for the ADSs. There can be no assurance that an actve trading market for the ADSs will develop, or be sustained. In the absence of an actve trading market for the ADSs, investors may not be able to sell their ADSs.

The trading price and volume of the ADSs may be volatle, and purchasers of the ADSs could incur substantal losses.

The price and trading volumes of our ordinary shares and ADSs may be signifcantly afected by many factors, including:

•	actual or antcipated fuctuatons in our or our compettors’ fnancial conditon and operatng results;

•	variatons in our fnancial performance from the expectatons of market analysts;

•	actual or antcipated changes in our growth rate relatve to our compettors;

•	competton from existng products or new products that may emerge;

•	announcements by us or our compettors of signifcant business developments, acquisitons or expansion plans, strategic partnerships, joint ventures, collaboratons or capital commitments;

•	adverse results or delays in our or any of our compettors’ products development;

•	adverse regulatory decisions;

•	the terminaton of a strategic alliance or the inability to establish additonal strategic alliances;

•	failure to meet or exceed fnancial estmates and projectons of the investment community or that we provide to the public;

•	ADS price and volume fuctuatons atributable to inconsistent trading volume levels of the ADSs;

•	price and volume fuctuatons in trading of our ordinary shares on the ASX;

•	short selling or other market manipulaton actvites;

•	additons or departures of key management, or scientfc or technology personnel;

•	disruptons in our supply or manufacturing arrangements;

•	disputes or other developments related to proprietary rights, including patents, litgaton maters and our ability to obtain patent and other intellectual property protecton for our technologies;

•	litgaton involving our company;

•	announcement or expectaton of additonal debt or equity fnancing eforts;

•	natural disasters or other calamites or disease outbreaks, such as the COVID-19 pandemic;

•	sales of ordinary shares or the ADSs by us, our afliates or our other shareholders; and

•	general economic and market conditons.

In additon, equity markets generally have experienced, and may in the future experience, extreme price and volume fuctuatons, and ofen these movements do not refect the operatonal and fnancial performance of the listed companies concerned. In partcular, share prices of companies in the batery industry have been highly volatle in the past and may contnue to be highly volatle in the future. Our operatons currently focus on batery materials, technology and services. Therefore, we are especially vulnerable to these factors to the extent that they contnue to afect the batery industry. Fluctuatons in the share markets in Australia and the United States, as well as macroeconomic conditons, could signifcantly afect the price of the ADSs. As a result of this volatlity, investors may not be able to sell their ADSs at or above the price originally paid for the security.

These and other market and industry factors may cause the market price and demand for the ADSs to fuctuate, regardless of our actual operatng performance, which may limit or prevent investors from readily selling their ADSs and may otherwise negatvely afect the liquidity of the trading market for the ADSs.

Future sales of our ordinary shares or ADSs or the antcipaton of future sales could reduce the market price of our ordinary shares or ADSs.

Sales of a substantal number of shares or ADSs in the public market, or the percepton that such sales could occur, could adversely afect the market price of our ordinary shares and the ADSs and may make it more difcult for you to sell your ADSs at a tme and price that you deem appropriate. We have recently raised funds through the sales of our ordinary

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shares. For instance, we raised A$115 million in March 2021 and A$16 million in May 2021 through placements of our ordinary shares. In additon, in September 2021, Phillips 66 acquired 77,962,578 ordinary shares for an aggregate purchase price of US$150 million.

The ordinary shares subject to subscripton under outstanding optons and performance rights exercisable for ordinary shares will become eligible for sale in the public market in the future, subject to certain legal and contractual limitatons. Sales of a large number of the ordinary shares in the public market could depress the market price of the ADSs. If these additonal ordinary shares are sold, or if it is perceived that they will be sold, in the public market, the trading price of the ordinary shares and ADSs could decline substantally, which could impair our ability to raise additonal capital through the issuance of ordinary shares, ADSs or other securites in the future, and may cause you to lose part or all of your investment.

If securites or industry analysts do not publish research or reports about our business, or publish inaccurate or unfavorable reports about our business, the price of the ADSs and their trading volume could decline.

The trading market for the ADSs depends in part on the research and reports that securites or industry analysts publish about us or our business. If securites or industry analysts do not cover our company, the trading price for the ADSs could be negatvely impacted. If one or more of the analysts who covers us downgrades our equity securites or publishes incorrect or unfavorable research about our business, the price of the ADSs would likely decline. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, or downgrades our securites, demand for the ADSs could decrease, which could cause the price of the ADSs or their trading volume to decline.

We do not currently intend to pay dividends on our securites and, consequently, your ability to achieve a return on your investment will depend on appreciaton in the price of the ADSs.

We have not declared or paid any cash dividends on our ordinary shares since our listng on the ASX and do not currently intend to do so for the foreseeable future.

We currently intend to invest our future earnings, if any, to fund our operatons and growth. Therefore, you are not likely to receive any dividends on your ADSs for the foreseeable future and the success of an investment in the ADSs will depend upon any future appreciaton in its value. Consequently, investors may need to sell all or part of their holdings of the ADSs afer price appreciaton, which may never occur, as the only way to realize any future gains on their investment. There is no guarantee that the ADSs will appreciate in value or even maintain the price at which you have purchased them. Investors seeking cash dividends should consider not purchasing the ADSs.

While we do not antcipate paying any cash dividends on our ordinary shares in the foreseeable future, if such a dividend is declared, the depositary for the ADSs has agreed to pay to you the cash dividends or other distributons it or the custodian receives on our ordinary shares or other deposited securites afer deductng its fees and expenses. You will receive these distributons in proporton to the number of our ordinary shares your ADSs represent. However, in accordance with the limitatons set forth in the deposit agreement, it may be unlawful or impractcal to make a distributon available to holders of ADSs. We have no obligaton to take any other acton to permit the distributon of the ADSs, ordinary shares, rights or anything else to holders of the ADSs. This means that you may not receive the distributons we make on our ordinary shares or any value from them if it is unlawful or impractcal to make them available to you. These restrictons may negatvely impact the value of your ADSs. In additon, exchange rate fuctuatons may afect the amount of Australian dollars that we are able to distribute, and the amount in U.S. dollars that our shareholders receive upon the payment of cash dividends or other distributons we declare and pay in Australian dollars, if any. These factors could harm the value of the ADSs, and, in turn, the U.S. dollar proceeds that holders receive from the sale of the ADSs.

The dual listng of our ordinary shares and the ADSs may negatvely impact the liquidity and value of the ADSs.

Since the listng of the ADSs on NASDAQ , our ordinary shares have contnued to be listed on the ASX. We cannot predict the efect of this dual listng on the value of our ordinary shares and ADSs. However, the dual listng of our ordinary shares

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and the ADSs may dilute the liquidity of these securites in one or both markets and may negatvely impact the development of an actve trading market for the ADSs in the United States. The price of the ADSs could also be negatvely impacted by trading in our ordinary shares on the ASX.

U.S. investors may have difculty enforcing civil liabilites against our company, our directors or members of senior management and the experts named in this annual report.

Certain members of our senior management and board of directors named in this annual report are non-residents of the United States, and a substantal porton of the assets of such persons are located outside the United States. As a result, it may be impractcable to serve process on such persons in the United States or to enforce judgments obtained in U.S. courts against them based on civil liability provisions of the securites laws of the United States. Even if you are successful in bringing such an acton, there is doubt as to whether Australian courts would enforce certain civil liabilites under U.S. securites laws in original actons or judgments of U.S. courts based upon these civil liability provisions. In additon, awards of punitve damages in actons brought in the United States or elsewhere may be unenforceable in Australia or elsewhere outside the United States. An award for monetary damages under U.S. securites laws would be considered punitve if it does not seek to compensate the claimant for loss or damage sufered and is intended to punish the defendant. The enforceability of any judgment in Australia will depend on the partcular facts of the case as well as the laws and treates in efect at the tme. The United States and Australia do not currently have a treaty or statute providing for recogniton and enforcement of the judgments of the other country (other than arbitraton awards) in civil and commercial maters.

As a result, our public shareholders may have more difculty in protectng their interests through actons against us, our management or our directors than would shareholders of a corporaton incorporated in a jurisdicton in the United States. In additon, as a company incorporated in Australia, the provisions of the Corporatons Act 2001 (Cth), or the "Corporatons Act," regulate the circumstances in which shareholder derivatve actons may be commenced, which may be diferent, and in many ways less permissive, than for companies incorporated in the United States.

Australian takeover laws may discourage takeover ofers being made for us or may discourage the acquisiton of a signifcant positon in our ordinary shares or ADSs.

We are incorporated in Australia and are subject to the takeover laws of Australia. Subject to a range of exceptons, the takeover provisions in the Corporatons Act prohibit the acquisiton of a direct or indirect interest in our issued votng shares if the acquisiton of that interest will lead to a person’s votng power in us increasing from 20% or below to more than 20%, or increasing from a startng point that is above 20% and below 90%. Australian takeover laws may discourage takeover ofers being made for us or may discourage the acquisiton of a signifcant positon in our ordinary shares. This may have the ancillary efect of entrenching our board of directors and may deprive or limit our shareholders’ opportunity to sell their ordinary shares.

Our Consttuton and Australian laws and regulatons applicable to us may difer from those which apply to a U.S. corporaton.

As an Australian company we are subject to diferent corporate requirements than a corporaton organized under the laws of the United States. Our Consttuton, as well as the Corporatons Act, sets forth various rights and obligatons that apply to us as an Australian company and which may not apply to a U.S. corporaton. These requirements may operate diferently than those which apply to many U.S. companies. You should carefully review the summary of these maters set forth under “Descripton of Securites Registered Under Secton 12 of the Exchange Act," as well as our Consttuton, which are included as exhibits to this annual report, prior to investng in our securites.

Holders of ADSs will not be directly holding our ordinary shares.

A holder of ADSs will not be treated as one of our shareholders and will not have direct shareholder rights, unless they surrender the ADSs to receive the ordinary shares underlying their ADSs in accordance with the deposit agreement and

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applicable laws and regulatons. Our Consttuton and Australian law govern our shareholder rights. The depositary, through the custodian or the custodian’s nominee, will be the holder of the ordinary shares underlying ADSs. The deposit agreement among us, the depositary and holders of ADSs, and all other persons directly and indirectly holding ADSs, sets out ADS holder rights, as well as the rights and obligatons of us and the depositary. See “Item 12. Descripton of Securites Other Than Equity Securites – American Depositary Shares.”

Your right as a holder of ADSs to partcipate in any future preferental subscripton rights ofering or to elect to receive dividends in ordinary shares may be limited, which may cause diluton to your holdings.

The deposit agreement provides that the depositary will not make rights available to you unless the distributon to ADS holders of both the rights and any related securites are either registered under the Securites Act or exempted from registraton under the Securites Act. If we ofer holders of our ordinary shares the opton to receive dividends in either cash or shares, under the deposit agreement the depositary may require satsfactory assurances from us that extending the ofer to holders of ADSs does not require registraton of any securites under the Securites Act before making the opton available to holders of ADSs. We are under no obligaton to fle a registraton statement with respect to any such rights or securites or to endeavor to cause such a registraton statement to be declared efectve. Moreover, we may not be able to establish an exempton from registraton under the Securites Act. Accordingly, ADS holders may be unable to partcipate in our rights oferings or to elect to receive dividends in shares and may experience diluton in their holdings. In additon, if the depositary is unable to sell rights that are not exercised or not distributed or if the sale is not lawful or reasonably practcable, it will allow the rights to lapse, in which case you will receive no value for these rights. Under the terms of our subscripton agreement with Phillips 66, Phillips 66 also has certain rights to be notfed of, and partcipate in, issuance of shares by the Company, which opportunites may not be available to you or other holders of ADSs.

You may not be able to exercise your right to vote the ordinary shares underlying your ADSs.

Holders of ADSs may exercise votng rights with respect to the ordinary shares represented by the ADSs only in accordance with the provisions of the deposit agreement. The deposit agreement provides that, upon receipt of notce of any meetng of holders of our ordinary shares, the depositary will fx a record date for the determinaton of ADS holders who shall be enttled to give instructons for the exercise of votng rights. Upon tmely receipt of notce from us, if we so request, the depositary shall distribute to the holders as of the record date (i) the notce of the meetng or solicitaton of consent or proxy sent by us and (ii) a statement as to the manner in which instructons may be given by the holders.

You may instruct the depositary to vote the ordinary shares underlying your ADSs. Otherwise, you will not be able to exercise your right to vote, unless you withdraw the ordinary shares underlying the ADSs you hold. However, you may not know about the meetng far enough in advance to withdraw those ordinary shares in tme to vote them yourself. If we ask for your instructons, the depositary, upon tmely notce from us, will notfy you of the upcoming vote and arrange to deliver our votng materials to you and will try to vote ordinary shares as you instruct. We cannot guarantee you that you will receive the votng materials in tme to ensure that you can instruct the depositary to vote your ordinary shares or to withdraw your ordinary shares so that you can vote them yourself.

Under our Consttuton, any resoluton to be considered at a meetng of the shareholders shall be decided on a show of hands unless a poll is demanded in accordance with the terms of our Consttuton. A poll may be demanded before a vote is taken, or, in the case of a vote taken on a show of hands, immediately before or immediately afer, the declaraton of the result of the show of hands. Under votng by a show of hands, the depositary will vote (or cause the custodian to vote) all ordinary shares held on deposit at that tme in accordance with the votng instructons received from a majority of holders of ADSs who provide tmely votng instructons.

You may be subject to limitatons on the transfer of your ADSs and the withdrawal of the underlying ordinary shares.

Your ADSs are transferable on the books of the depositary. However, the depositary may close its books at any tme or from tme to tme when it deems expedient in connecton with the performance of its dutes. The depositary may refuse

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to deliver, transfer or register transfers of your ADSs generally when our books or the books of the depositary are closed, or at any tme if we or the depositary think it is advisable to do so because of any requirement of law, government or governmental body, or under any provision of the deposit agreement, or for any other reason subject to your right to surrender your ADSs and receive the underlying ordinary shares. Temporary delays in the surrendering of your ADSs and receipt of the underlying ordinary shares may arise because the depositary has closed its transfer books or we have closed our transfer books, the transfer of ordinary shares is blocked to permit votng at a shareholders’ meetng or we are paying a dividend on our ordinary shares. In additon, you may not be able to surrender your ADSs and receive the underlying ordinary shares when you owe money for fees, taxes and similar charges and when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulatons that apply to ADSs or to the withdrawal of ordinary shares or other deposited securites. See “Item 12. Descripton of Securites Other Than Equity Securites – American Depositary Shares.”

ADS holders’ rights to pursue claims are limited by the terms of the deposit agreement.

The deposit agreement provides that holders and benefcial owners of ADSs, including those holders and owners who acquired ADSs in secondary transactons, irrevocably waive the right to a trial by jury in any legal proceeding arising out of or relatng to the deposit agreement or the ADSs, including in respect of claims under U.S. federal securites laws, against us or the depositary to the fullest extent permited by applicable law. If this jury trial waiver provision is prohibited by applicable law, an acton could nevertheless proceed under the terms of the deposit agreement with a jury trial. To our knowledge, the enforceability of a jury trial waiver under the U.S. federal securites laws has not been fnally adjudicated by a federal court. However, we believe that a jury trial waiver provision is generally enforceable under the laws of the State of New York, which govern the deposit agreement, by a court of the State of New York or a federal court, which have non-exclusive jurisdicton over maters arising under the deposit agreement, applying such law. In determining whether to enforce a jury trial waiver provision, New York courts and federal courts will consider whether the visibility of the jury trial waiver provision within the agreement is sufciently prominent such that a party has knowingly waived any right to trial by jury. We believe that this is the case with respect to the deposit agreement and the ADSs. In additon, New York courts will not enforce a jury trial waiver provision in order to bar a viable setof or counterclaim sounding in fraud or one which is based upon a creditor’s negligence in failing to liquidate collateral upon a guarantor’s demand, or in the case of an intentonal tort claim (as opposed to a contract dispute), none of which we believe are applicable in the case of the deposit agreement or the ADSs.

No conditon, stpulaton or provision of the deposit agreement or ADSs serves as a waiver by any holder or benefcial owner of ADSs or by us or the depositary of compliance with any provision of the applicable U.S. federal securites laws. If you or any other holder or benefcial owner of ADSs brings a claim against us or the depositary in connecton with such maters, you or such other holder or benefcial owner may not be enttled to a jury trial with respect to such claims, which may have the efect of limitng and discouraging lawsuits against us and/or the depositary. If a lawsuit is brought against us and/or the depositary under the deposit agreement, it may be heard only by a judge or justce of the applicable trial court, which would be conducted according to diferent civil procedures and may result in diferent outcomes than a trial by jury would have had, including results that could be less favorable to the plaintf(s) in any such acton, depending on, among other things, the nature of the claims, the judge or justce hearing such claims, and the venue of the hearing.

As the jury trial waiver relates to claims arising out of or relatng to the ADSs or the deposit agreement, we believe that the waiver would likely contnue to apply to ADS holders or benefcial owners who withdraw the ordinary shares from the ADS facility with respect to claims arising before the cancellaton of the ADSs and the withdrawal of the ordinary shares, and the waiver would likely not apply to ADS holders or benefcial owners who subsequently withdraw the ordinary shares represented by ADSs from the ADS facility with respect to claims arising afer the withdrawal. However, to our knowledge, there has been no case law on the applicability of the jury trial waiver to ADS holders or benefcial owners who withdraw the ordinary shares represented by the ADSs from the ADS facility.

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We and the depositary are enttled to amend the deposit agreement and to change the rights of ADS holders under the terms of such agreement, and we may terminate the deposit agreement, without the prior consent of the ADS holders.

We and the depositary are enttled to amend the deposit agreement and to change the rights of the ADS holders under the terms of such agreement, without the prior consent of the ADS holders. In the event that the terms of an amendment are materially prejudicial to ADS holders’ substantal rights, ADS holders will only receive 30 days’ advance notce of the amendment, and no prior consent of the ADS holders is required under the deposit agreement. Furthermore, we may decide to terminate the ADS facility at any tme for any reason, or the depositary agent may on its own initatve terminate the deposit agreement. If the ADS facility will terminate, ADS holders will receive at least 30 days’ prior notce, but no prior consent is required from them. Under the circumstances that we decide to make an amendment to the deposit agreement that is materially prejudicial to the substantal rights of the ADS holders or terminate the deposit agreement, the ADS holders may choose to sell their ADSs or surrender their ADSs and become direct holders of the underlying ordinary shares, but will have no right to any compensaton whatsoever.

ADS holders have limited recourse if we or the depositary fail to meet our respectve obligatons under the deposit agreement.

The deposit agreement expressly limits our obligatons and liability and those of the depositary. We and the depositary:

•	are only obligated to take the actons specifcally set forth in the deposit agreement without negligence or bad faith;

•	are not liable if we are or it is prevented or delayed by law or circumstances beyond our or its control from performing our or its obligatons under the deposit agreement;

•	are not liable if we exercise or it exercises discreton permited under the deposit agreement;

•	are not liable for the inability of any holder of ADSs to beneft from any distributon on deposited securites that is not made available to holders of ADSs under the terms of the deposit agreement, or for any consequental or punitve damages for any breach of the terms of the deposit agreement; and

•	may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person.

These provisions of the deposit agreement limit the ability of holders of the ADSs to obtain recourse if we or the depositary fail to meet our respectve obligatons under the deposit agreement.

As a foreign private issuer, we are exempt from a number of rules under the U.S. securites laws that apply to public companies that are not foreign private issuers.

We are a foreign private issuer, as defned in the SEC’s rules and regulatons and, consequently, we are not subject to all of the disclosure requirements applicable to public companies organized within the United States. For example, we are exempt from certain rules under the Exchange Act that regulate disclosure obligatons and procedural requirements related to the solicitaton of proxies, consents or authorizatons applicable to a security registered under the Exchange Act, including the U.S. proxy rules under Secton 14 of the Exchange Act. In additon, our senior management and directors are exempt from the reportng and “short-swing” proft recovery provisions of Secton 16 of the Exchange Act and related rules with respect to their purchases and sales of our securites. Moreover, while we currently make annual and semi-annual flings with respect to our listng on the ASX and expect to fle fnancial reports on an annual and semi-annual basis, we will not be required to fle annual and current reports and fnancial statements with the the Securites and Exchange Commission ("SEC") as frequently or as promptly as U.S. domestc companies whose securites are registered under the Exchange Act and will not be required to fle quarterly reports on Form 10-Q or current reports on Form 8-K under the Exchange Act. We will also be exempt from the provisions of Regulaton FD, which prohibits the selectve disclosure of material nonpublic informaton to, among others, broker-dealers and holders of a company’s securites under circumstances in which it is reasonably foreseeable that the holder will trade in the company’s securites on the basis of

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the informaton. In additon, foreign private issuers are not required to fle their annual report on Form 20-F untl four months afer the end of each fscal year.

These exemptons and leniencies will reduce the frequency and scope of informaton and protectons to which you are enttled as an investor and there may be less publicly available informaton concerning our company than there would be if we were not a foreign private issuer.

As a foreign private issuer, we are permited to adopt certain home country practces in relaton to corporate governance maters that difer signifcantly from NASDAQ corporate governance listng standards, and these practces may aford less protecton to shareholders than they would enjoy if we complied fully with NASDAQ corporate governance listng standards.

As a foreign private issuer with ADSs listed on NASDAQ , we are subject to NASDAQ corporate governance listng standards. However, the governance rules of NASDAQ permit foreign private issuers to follow the corporate governance practces of their home country. Some corporate governance practces in Australia may difer from NASDAQ corporate governance listng standards. For example, we could include non-independent directors as members of our Remuneraton Commitee, and our independent directors may not necessarily hold regularly scheduled meetngs at which only independent members of the board of directors are present. In additon, the corporate governance practce in our home country, Australia, does not require a majority of our board to consist of independent directors (although it is recommended) or the implementaton of a nominatng and corporate governance commitee (although the establishment of a nominatng commitee is also recommended). Currently, we intend to follow home country practce to the maximum extent possible. Therefore, our shareholders may be aforded less protecton than they otherwise would have under corporate governance listng standards applicable to U.S. domestc issuers. For an overview of our corporate governance practces, see “Board Practces.”

We may lose our foreign private issuer status in the future, which could result in signifcant additonal cost and expense.

While we currently qualify as a foreign private issuer, the determinaton of foreign private issuer status is made annually based on the last business day of an issuer’s most recently completed second fscal quarter and, accordingly, our next determinaton will be made based on informaton as of December 31, 2022. In the future, we would lose our foreign private issuer status if we to fail to meet the requirements necessary to maintain our foreign private issuer status as of the relevant determinaton date. For example, if 50% or more of our securites are held by U.S. residents and more than 50% of our senior management or directors are residents or citzens of the United States, we could lose our foreign private issuer status. As of June 30, 2022, approximately 16.6% of our outstanding ordinary shares were held by U.S. residents.

The regulatory and compliance costs to us under U.S. securites laws as a U.S. domestc issuer may be signifcantly higher. If we cease to be a foreign private issuer, we will be required to fle periodic reports and registraton statements on U.S. domestc issuer forms with the SEC, which are more detailed and extensive in certain respects than the forms available to a foreign private issuer. We would be required under current SEC rules to prepare our fnancial statements in accordance with U.S. GAAP rather than IFRS, and modify certain of our policies to comply with corporate governance practces required of U.S. domestc issuers. Such conversion of our fnancial statements to U.S. GAAP would involve signifcant tme and cost. In additon, we may lose our ability to rely upon exemptons from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers such as the ones described above and exemptons from procedural requirements related to the solicitaton of proxies.

We are an “emerging growth company” under the JOBS Act and will be able to avail ourselves of reduced disclosure requirements applicable to emerging growth companies, which could make our ordinary shares and ADSs less atractve to investors.

We are an “emerging growth company,” as defned in the JOBS Act, and we intend to take advantage of certain exemptons from various reportng requirements that are applicable to other public companies that are not “emerging growth

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companies.” These include exemptons from the auditor atestaton requirements of Secton 404(b) of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), and exemptons from the requirements of holding a nonbinding advisory vote on executve compensaton and shareholder approval of any golden parachute payments not previously approved.

We cannot predict if investors will fnd the ADSs less atractve because we may rely on these exemptons. If some investors fnd the ADSs less atractve as a result, there may be a less actve trading market for the ADSs and the price of the ADSs may be more volatle. We may take advantage of these exemptons untl such tme that we are no longer an emerging growth company. We would cease to be an emerging growth company upon the earliest to occur of (i) the last day of the fscal year in which we have more than US$1.07 billion in annual revenue; (ii) the last day of the fscal year in which we qualify as a “large accelerated fler”; (iii) the date on which we have, during the previous three-year period, issued more than US$1.0 billion in non-convertble debt securites; and (iv) the last day of the fscal year in which the ffh anniversary of our frst sale of common equity securites pursuant to an efectve registraton statement under the Securites Act has occurred.

We have incurred and will contnue to incur signifcant, increased costs as a result of operatng as a company with ADSs that are publicly traded in the United States, and our management will be required to devote substantal tme to new compliance initatves.

As a company with ADSs that are publicly traded in the United States, we have incurred and will incur signifcant legal, accountng, insurance, administratve and other expenses that we did not previously incur. In additon, the Sarbanes-Oxley Act, Dodd-Frank Wall Street Reform and Consumer Protecton Act and related rules implemented by the SEC and NASDAQ have imposed various requirements on public companies listed in the United States, including requiring establishment and maintenance of efectve disclosure and fnancial controls. We are currently evaluatng and monitoring developments with respect to these rules, and we cannot predict or estmate the amount of additonal costs we may incur or the tming of such costs.

Our current management team has limited experience managing and operatng a company that has publicly traded securites in the United States. Our management team may not successfully or efectvely manage our transiton to a public company listed in the United States that will be subject to signifcant regulatory oversight and reportng obligatons under U.S. federal securites laws. It will need to divert atenton from operatonal and other business maters to devote a substantal amount of tme to these compliance initatves, and we will need to add additonal personnel and build our internal compliance infrastructure. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a signifcant disadvantage in that it is likely that an increasing amount of their tme may be devoted to these actvites, which will result in less tme being devoted to the management and growth of our Company. We may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accountng policies, practces or internal controls over fnancial reportng required of public companies in the United States. The development and implementaton of the standards and controls necessary for us to achieve the level of accountng standards required of a public company in the United States may require costs greater than expected. It is possible that we will be required to expand our employee base and hire additonal employees to support our operatons as a public company, which will increase our operatng costs in future periods.

Moreover, these rules and regulatons will increase our legal and fnancial compliance costs and will make some actvites more tme-consuming and costly. These laws and regulatons could also make it more difcult and expensive for us to atract and retain qualifed persons to serve on our board of directors, our board commitees or as our senior management. Furthermore, if we are unable to satsfy our obligatons as a public company listed in the United States, we could be subject to delistng of the ADSs, fnes, sanctons and other regulatory acton and potentally civil litgaton. Failure to comply or adequately comply with any laws, rules or regulatons applicable to our business may result in fnes or regulatory actons, which may adversely afect our business, results of operaton or fnancial conditon and could result in delays in achieving or maintaining an actve and liquid trading market for the ADSs.

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We identfed material weaknesses in our internal control over fnancial reportng in connecton with the preparaton of our fnancial statements for the fscal years ended June 30, 2022 and 2021, and we may identfy additonal material weaknesses in the future that may cause us to fail to meet our reportng obligatons or result in material misstatements of our fnancial statements. If we fail to implement and maintain an efectve system of internal controls to remediate our material weaknesses over fnancial reportng, we may be unable to accurately report our results of operatons, meet our reportng obligatons or prevent fraud, and investor confdence in our company and the market price of the ADSs may be negatvely impacted.

As a public company, we are required to comply with the SEC’s rules implementng Sectons 302 and 404 of the Sarbanes-Oxley Act, which requires management to certfy fnancial and other informaton in our SEC reports and provide an annual management report on the efectveness of internal control over fnancial reportng. We will not be required to make our frst annual assessment of our internal control over fnancial reportng pursuant to 4Secton 404 untl our annual report for the year ending June 30, 2023. As an emerging growth company, our independent registered public accountng frm will generally not be required to atest to the efectveness of our internal control over fnancial reportng pursuant to Secton 404 untl we are no longer an emerging growth company. If our internal control over fnancial reportng is not efectve, management will be required to state that in its report on internal control over fnancial reportng and our independent registered public accountng frm will issue an adverse report with respect to the efectveness of internal control over fnancial reportng.

Our management has not completed an assessment of the efectveness of our internal control over fnancial reportng, and our independent registered public accountng frm has not conducted an audit of our internal control over fnancial reportng. In connecton with the preparaton of our fnancial statements as of and for the years ended June 30, 2022 and 2021, we identfed certain control defciencies in the design and implementaton of our internal control over fnancial reportng that consttuted material weaknesses. A material weakness is a defciency, or a combinaton of defciencies, in internal control over fnancial reportng such that there is a reasonable possibility that a material misstatement of our fnancial statements will not be prevented or detected on a tmely basis. Our evaluaton was based on the Commitee of Sponsoring Organizatons of the Treadway Commission (“COSO”) Internal Control— Integrated Framework (2013).

See Item 15 for a detailed discussion of our material weaknesses and remediaton plans with respect thereto) to the end of the immediately preceding paragraph.

The presence of material weaknesses could result in fnancial statement errors which, in turn, could lead to errors in our fnancial reports or delays in our fnancial reportng, which could require us to restate our fnancial statements . Remediatng material weaknesses will absorb management tme and will require us to incur additonal expenses, which could have a negatve efect on the trading price of our ordinary shares and the ADSs. In order to establish and maintain efectve disclosure controls and procedures and internal controls over fnancial reportng, we will need to expend signifcant resources and provide signifcant management oversight. Developing, implementng and testng changes to our internal controls may require specifc compliance training of our directors and employees, entail substantal costs in order to modify our existng accountng systems, take a signifcant period of tme to complete and divert management’s atenton from other business concerns. These changes may not, however, be efectve in establishing and maintaining adequate internal controls.

It is possible that, had we and our independent registered public accountng frm performed a formal assessment of the efectveness of our internal control over fnancial reportng in accordance with the provisions of the Sarbanes-Oxley Act, additonal material weaknesses may have been identfed.

If either we are unable to conclude that we have efectve internal controls over fnancial reportng or our independent registered public accountng frm is unable to provide us with an unqualifed report on the efectveness of our internal controls over fnancial reportng as required by Secton 404(b) of the Sarbanes-Oxley Act, investors may lose confdence in our operatng results, the price of our ordinary shares and the ADSs could decline and we may be subject to litgaton

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or regulatory enforcement actons. In additon, if we are unable to meet the requirements of Secton 404 of the Sarbanes-Oxley Act, we may not be able to remain listed on NASDAQ .

We currently report our fnancial results under IFRS, which difers in certain signifcant respects from U.S. generally accepted accountng principles, or U.S. GAAP.

Currently we report our fnancial statements under Internatonal Financial Reportng Standards ("IFRS") as issued by the Internatonal Accountng Standards Board. There have been and there may in the future be certain signifcant diferences between IFRS and U.S. GAAP, and those diference may be material. As a result, our fnancial informaton and reported earnings for historical or future periods could be signifcantly diferent if they were prepared in accordance with U.S. GAAP. In additon, we do not intend to provide a reconciliaton between IFRS and U.S. GAAP unless it is required under applicable law. As a result, you may not be able to meaningfully compare our fnancial statements under IFRS with those companies that prepare fnancial statements under U.S. GAAP.

We are subject to risks associated with currency fuctuatons, and changes in foreign currency exchange rates could impact our results of operatons.

Our ordinary shares are quoted in Australian dollars on the ASX and the ADSs are quoted in U.S. dollars. In the past year, the Australian dollar has generally weakened against the U.S. dollar; however, this trend may not contnue and may be reversed. Any signifcant change in the value of the Australian dollar may have a negatve efect on the value of the ADSs in U.S. dollars. In partcular, if the Australian dollar weakens against the U.S. dollar, then, if we decide to convert our Australian dollars into U.S. dollars for any business purpose, appreciaton of the U.S. dollar against the Australian dollar would have a negatve efect on the U.S. dollar amount available to us. Consequently, appreciaton or depreciaton in the value of the Australian dollar relatve to the U.S. dollar would afect our fnancial results reported in U.S. dollar terms without giving efect to any underlying change in our business or results of operatons. As a result of such foreign currency fuctuatons, it could be more difcult to detect underlying trends in our business and results of operatons.

Risks Related to Tax Maters

Our ability to utlize our net operatng losses to ofset future taxable income may be prohibited or subject to certain limitatons.

Prior or future changes in our ownership could limit our ability to use our net operatng losses (“NOLs”) to ofset future taxable income. In general, in the United States, Secton 382 of the Internal Revenue Code of 1986, as amended, provides an annual limitaton with respect to the ability of a corporaton to utlize its tax atributes, including its NOLs, against future taxable income in the event of a change in ownership. The use of tax losses incurred prior to a change in ownership may also be limited in Australia. We have not determined whether we have undergone a change in ownership for United States or Australian tax purposes, and it is possible that we may have undergone such a change previously or may undergo such a change as a result of future transactons in our stock (many of which are outside our control). If it is determined that we have previously experienced such an ownership change, or if we undergo one or more ownership changes as a result of future transactons, we may be unable to use all or a porton of our NOLs to ofset our future taxable income in the United States or Australia. Any limitatons on our ability to use our NOLs may cause income taxes to be paid earlier than otherwise would be paid if such limitatons were not in efect and could cause such NOLs to expire unused, in each case, reducing or eliminatng the beneft of such NOLs. This could adversely afect our fnancial conditon and operatng results.

If we are a passive foreign investment company, there could be adverse U.S. federal income tax consequences to U.S. holders.

Generally, we will be a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes for any taxable year in which, afer applying certain look-through rules with respect to the income and assets of our subsidiaries, either:

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(1)	at least 75% of our gross income is “passive income” or (2) at least 50% of the average quarterly value of our total gross assets (which would generally be measured by fair market value of our assets) is atributable to assets that produce “passive income” or are held for the producton of “passive income.” Passive income for this purpose generally includes dividends, interest, royaltes, rents, gains from commodites and securites transactons and the excess of gains over losses from the dispositon of assets which produce passive income.

Based on our current and antcipated operatons and compositon of our assets and income, we believe that we were not a PFIC for U.S. federal income tax purposes for our tax year ended June 30, 2022, and that we should not be a PFIC for the current taxable year and currently do not expect to become a PFIC in the foreseeable future. However, the determinaton of PFIC status is a factual determinaton that must be made annually and cannot be made untl the close of a taxable year. In partcular, our PFIC status may be determined in large part based on the market price of the ADSs and ordinary shares. The market price of the ADSs and ordinary shares may fuctuate, and a signifcant decrease in the market price could cause us to be treated as a PFIC. Moreover, the determinaton of PFIC status depends, in part, on the applicaton of complex U.S. federal income tax rules, which are subject to difering interpretatons. Accordingly, there can be no assurance that we would not be a PFIC for the current taxable year or any future year.

If we were to be a PFIC, a U.S. holder would be subject to increased tax liability (generally including an interest charge on certain taxes treated as having been deferred under the PFIC rules) on any gain realized on a sale or other dispositon of the ADSs or ordinary shares and on the receipt of certain “excess distributons” received with respect to the ADSs or ordinary shares, unless such U.S. holder makes certain electons. One such electon, the “QEF Electon,” will be unavailable to a U.S. holder because we do not intend to provide informaton that a U.S. holder would need to make a valid QEF Electon.

U.S. holders should consult their tax advisors regarding the potental applicaton of the PFIC rules to their ADSs or ordinary shares, and should see the discussion below under “Material U.S. Federal Income Tax and Australian Tax Consideratons—U.S. Federal Income Tax Consideratons.”

If a U.S. person is treated as owning at least 10% of our ordinary shares, such holder may be subject to adverse U.S. federal income tax consequences.

If a U.S. person is treated as owning, directly or indirectly, at least 10% of the value or votng power of our equity, such U.S. person would be treated as a “United States shareholder” with respect to each “controlled foreign corporaton” in our group, if any. Because our group currently includes one entty that is treated as a U.S. corporaton for U.S. federal income tax purposes, all of our current non-U.S. subsidiaries and any future newly formed or acquired non-U.S. subsidiaries that are treated as corporatons for U.S. federal income tax purposes will be treated as controlled foreign corporatons, regardless of whether we are treated as a controlled foreign corporaton. A United States shareholder of a controlled foreign corporaton may be required to annually report and include in its U.S. taxable income its pro rata share of “Subpart F income,” “global intangible low-taxed income” and investments in U.S. property by controlled foreign corporatons, regardless of whether we make any distributons on the ADSs or ordinary shares. An individual who is a United States shareholder with respect to a controlled foreign corporaton generally would not be allowed certain tax deductons or foreign tax credits that would be allowed to a United States shareholder that is a U.S. corporaton. Failure to comply with controlled foreign corporaton reportng obligatons may subject a United States shareholder to signifcant monetary penaltes. We cannot provide any assurances that we will furnish to any United States shareholder informaton that may be necessary to comply with the reportng and tax paying obligatons applicable under the controlled foreign corporaton rules of the Internal Revenue Code. U.S. persons should consult their tax advisors regarding the potental applicaton of these rules to their investment in the ADSs.

Future changes to tax laws could materially adversely afect our company and reduce net returns to our shareholders.

Our tax treatment is subject to the enactment of, or changes in, tax laws, regulatons and treates, or the interpretaton thereof, tax policy initatves and reforms under consideraton and the practces of tax authorites in jurisdictons in which

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we operate, including those related to the Organizaton for Economic Co-Operaton and Development’s Base Erosion and Proft Shifing Project and other initatves. Such changes may include (but are not limited to) the taxaton of operatng income, investment income, dividends received or (in specifc context of withholding tax) dividends paid. We are unable to predict what tax reform may be proposed or enacted in the future or what efect such changes would have on our business, but such changes, to the extent they are brought into tax legislaton, regulatons, policies or practces, could afect our fnancial positon and overall or efectve tax rates in the future in countries where we have operatons, reduce post-tax returns to our shareholders, and increase the complexity, burden and cost of tax compliance.

Item 4. Informaton on the Company

A.	History and Development of the Company

We were incorporated under the laws of Australia in 2012 under the name Graphitecorp Pty Limited. In 2015, we completed an inital public ofering of our ordinary shares and the listng of our ordinary shares on the Australian Securites Exchange, or the ASX, and changed our name to GRAPHITECORP Limited. In 2017, we changed our name to NOVONIX Limited.

The principal place of business of NOVONIX Limited is located at Level 38, 71 Eagle Street, Brisbane, Queensland 4000, Australia, and our registered ofce is located at Level 11, 66 Eagle Street, Brisbane, Queensland 4000, Australia. Our telephone number is +1 423-298-1007. Our agent for service of process in the United States is Natonal Registered Agents, Inc., located at 1209 Orange Street, Wilmington, DE 19801.

In June 2017, we acquired Batery Technology Solutons, Inc. (“BTS”). BTS was founded by researchers from the research group at Dalhousie University, formerly headed by Dr. Jef Dahn. BTS aims to provide cutng edge batery R&D capabilites and technological advantage.

NOVONIX Anode Materials (formerly PUREgraphite LLC) was established in March 2017 as a joint venture to develop and commercialize ultra-high purity high performance graphite anode material for the lithium-ion batery market focused on electric vehicles, energy storage and specialty applicatons. In fscal year 2019, we exercised our call opton, pursuant to which we acquired all of our joint venture partner’s interest in NOVONIX Anode Materials and increased our ownership to 100%.

On July 28, 2021, we completed the purchase of an approximately 404,000 square-foot facility in Chatanooga, Tennessee, “Riverside” (locally referred to as “Big Blue”), the site planned for expansion of our anode materials producton capacity. Additonally, NOVONIX Anode Material division has also initated work on further expansion plans beyond Riverside. The team focused on plant design and engineering are beginning work on the 30,000 tonnes per annum ("tpa") (Phase 2) plant build-out including site selecton, plant layout, engineering design and feasibility, which will involve working with private sector frms and multple levels of government. For more informaton on our anode materials producton, see "Item 4.B. Business Overview - NOVONIX Anode Materials Division."

Since the beginning of fscal year 2020 and through the date of this report, we have incurred capital expenditures of approximately $153.2 million, primarily consistng of purchases of property, plant and equipment and capital leases in connecton with the expansion of our business and development of our technologies. Capital expenditure commitments as of the end of fscal 2022 but not recognized as liabilites were approximately $14.9 million. For more informaton on our capital expenditures, see "Item 5.B. Liquidity and Capital Resources," and "Item 8. Financial Statements."

The SEC maintains an Internet site at htp://www.sec.gov that contains reports, proxy and informaton statements, and other informaton regarding issuers that fle electronically with the SEC. Our website address is www.novonixgroup.com. The reference to our website is an inactve textual reference only and informaton contained in, or that can be accessed through, our website is not part of this annual report.

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B.	Business Overview

NOVONIX is a leading batery technology company with operatons in both Canada and the United States. NOVONIX provides advanced, high-performance materials, equipment, and services for the global lithium-ion batery industry with sales in more than 10 countries in North America, Asia and Europe. We develop materials and technologies to support longer-life and lower-cost bateries that are powering us towards a cleaner energy future and, we are a leading US-based supplier of synthetc graphite anode material with plans to scale to signifcant volumes. We currently operate two core businesses: NOVONIX Batery Technology Solutons (“BTS”) and NOVONIX Anode Materials ("NAM"). We also have a third reportng segment - Graphite Exploraton and Mining – the business of which is currently under strategic review and is not presently considered by management as a core operatng business. The Company's synergistc operatng structure is integral to its current business development and future strategy.

Our mission is underpinned by an increasing emphasis on environmentally conscious batery technologies and is key to a sustainable future with prolifc adopton of electric vehicles and grid energy storage systems. We are focused on the development of materials and technologies that support key ESG criteria in the feld of batery materials and technologies, including: longer life bateries, higher energy efciency, reduced chemical usage, reduced waste generaton, and cleaner power inputs. Our vision is to accelerate adopton of batery technologies for a cleaner energy future. This is demonstrated by our values, which include integrity, respect, and collaboraton that support social impact and embody NOVONIX’s approach to corporate responsibility.

NOVONIX is well-positoned to be an industry leader at the forefront of product innovaton and intellectual property development in the batery materials and technology industry with a focus on supportng the onshoring of the batery supply chain. The Company has built a team of top talent with the experience to drive innovaton company-wide and believes it has the next generaton technology needed to support the rapidly growing electric vehicle and ESS markets in North America. NOVONIX is focused on scaling its producton capacity of synthetc graphite to meet the growing demands of its customers, through increasing producton capabilites at its facility in Chatanooga, Tennessee, and future expansions. Additonally, NOVONIX contnues to focus on developing improved and sustainable technologies, pursuing strategic partnerships with leading internatonal batery companies, and growing an intellectual property pipeline that will positon the Company at the forefront of next-generaton batery technology.

Throughout fscal year 2022, NOVONIX contnued to focus on the executon of its business strategy and growth initatves. NOVONIX had net assets of $364.3 million including $207.1 million in cash and cash equivalents at June 30, 2022. The Company reported a statutory afer-tax loss for the year ended June 30, 2022 of A$62.3 million. These fnancial results are in line with management expectatons.

Our Growth Strategies

NOVONIX’s leadership is focused on the successful executon of its operatonal strategic roadmap with the objectve of maximizing shareholder value through the generaton of strong cash fow and the pursuit of proftable, high-growth opportunites. The Company’s key strategies include:

•	Maintain technology leadership throughout the EV batery and energy storage supply chain. NOVONIX is commited to contnuing to leverage its compettve advantage to expand its oferings and technological know-how into other advanced oferings including lithium-metal and beyond lithium-ion technology with a focus on localizaton of key elements of the supply chain.

•	Execute on development of synthetc graphite producton capacity with plan to expand to 150,000 tonnes per

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annum by 2030. The Company is on track to reaching annual producton capacity of 10,000 tpa of synthetc graphite in 2023, with further plans to expand annual producton capacity to 40,000 tpa in 2025 and 150,000 tpa in 2030.

•	Commercialize our proprietary pipeline of advanced batery technologies. We are currently expanding opportunites to work with partners globally to commercialize our proprietary and patent pending cathode producton process. Our broader batery technology pipeline contains a number of innovatve materials and processes in advanced anodes, cathodes and electrolytes, as well as advanced capabilites and solutons for energy storage applicatons through our partnership with Emera Technologies Limited, that we contnue to develop and believe will be critcal to the growth of the clean energy economy.

•	Invest in talent. NOVONIX contnues to invest in its personnel through recruitment, training and development to ensure it atracts and retains the best talent in the industry which is critcal to the growth of our business.

OPERATIONAL STRUCTURE AT A GLANCE

NOVONIX’s synergistc operatng structure, as depicted below, is integral to the company’s current business development and future strategy.

NOVONIX contnues to invest in intellectual property for key materials technologies, including anode and cathode materials, that we believe will enhance the performance of long-life EV and ESS applicatons. Our NOVONIX Batery Technology Solutons (BTS) division, based in Halifax, Nova Scota, Canada, has a full cell pilot line and extensive cell testng capabilites, and works with ter-one customers across the batery value chain.

As part of our investment in intellectual property, we contnue our collaboraton with the group led by Dr. Mark Obrovac, a leading batery materials innovator, at Dalhousie University. Pursuant to the terms of the collaboratve research agreement with Dalhousie University, NOVONIX exclusively owns all intellectual property developed within the group without any ongoing obligatons to Dalhousie University.

Further enhancing the Company’s R&D talent, on July 1, 2021, Dr. Jef Dahn, a renowned researcher in batery materials and processes, ofcially joined the NOVONIX team as Chief Scientfc Advisor. Dr. Dahn has been actve in the lithium-batery sector since the late 1970s and in 1996 was appointed as the NSERC/3M Canada Industrial Research Chair in Materials for Advanced Bateries at Dalhousie University, a positon that he held untl 2016. In 2016, Dahn began a research partnership with Tesla as the NSERC/Tesla Canada Industrial Research Chair. This partnership was recently renewed untl 2026.

Dr. Dahn is a co-author on more than 750 peer reviewed papers and is an inventor on over 70 patents (issued and pending). His research has been recognized by numerous awards including a Governor General’s Innovaton Award (2016) and the Gerhard Herzberg Gold Medal in Science and Engineering (2017), Canada’s top science prize. Dr. Dahn is a Fellow of the Royal Society of Canada and an Ofcer of the Order of Canada.

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Our NOVONIX Anode Materials division, located in Chatanooga, Tennessee, USA, manufactures high-performance synthetc graphite anode materials used to make lithium-ion bateries that power electric vehicles, personal electronics, medical devices, and energy storage units. The global demand for synthetc graphite for use in electric vehicles and energy storage systems is growing rapidly this decade, and NAM is focused on developing North American producton capacity to address the signifcant control currently held by China over this key batery material. The Company plans to reach synthetc graphite producton capacites of 10,000 tpa by 2023, with further targets of 40,000 tpa by 2025 and 150,000 tpa by 2030.

In September 2021, Phillips 66 made a USD$150 million investment in NOVONIX for approximately 16% of the Company. In January 2022, Phillips 66 and NOVONIX entered into a technology development agreement leveraging both partes’ expertse to collaborate on development and optmizaton of feedstock and anode processing with the goal of higher performance and lower carbon intensity materials. This partnership has been transformatonal in strengthening the Company’s balance sheet while enhancing the Company’s industry network across the value chain.

NOVONIX Batery Technology Solutons (BTS) Division

NOVONIX’s Batery Technology Solutons division focuses on innovatve batery research and development, along with providing advanced batery testng equipment and services on a global scale. BTS provides front-line access across the batery value chain and allows the Group to contnue to be an industry leader, delivering materials and technologies to support high-performance and cost-efectve batery development. provides batery R&D services and manufactures what we believe to be the most accurate lithium-ion batery cell test equipment in the world. This equipment is now used by leading batery makers, researchers, and equipment manufacturers including Panasonic, CATL, LG Chemical, Samsung SDI, and SK Innovaton and numerous consumer electronics and automotve OEMs. The BTS division signifcantly expanded R&D capabilites through direct investment in and through a long-term partnership agreement with Dalhousie University.

BTS' business consists of two core oferings:

•	Batery Cell Testng Technologies: Our primary technology products include Ultra-High Precision Coulometry (“UHPC”) Cyclers for quick, reliable predictons of batery lifetme.

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•	R&D Services: Our materials development and characterizaton, cell design and prototyping, and cell testng services provide our customers with the resources to rapidly accelerate the development and fulfllment of their batery needs.

In fscal year 2022, NOVONIX BTS contnued strong revenue growth each quarter with expansion of hardware sales and R&D service oferings by adding and expanding key strategic accounts.

In August 2021, NOVONIX completed the expansion of its existng Halifax facility to approximately 22,000 square feet (from approximately 13,500 square feet). The Company also acquired a second, 35,000 square foot facility, in May 2021 which was renovated and moved into in January 2022 for use in its BTS division. This additonal space will enable growth in revenue-based actvites and, more importantly, cathode commercializaton and new internal development work.

NOVONIX BTS has increased its investment in the intellectual property developed around cathode synthesis technology, which the Company believes could enable a substantal reducton in the cost of producing high energy density (high nickel-based) cathode materials. NOVONIX BTS has established a small-scale pilot line for the development of the technology and has fled two patent applicatons relatng to this technology. Additonally, it expects to leverage NOVONIX BTS’ batery cell pilot line and cell testng capabilites to further expand the dedicated cathode development team and install larger-scale pilot synthesis capabilites to demonstrate the manufacturability of the technology along with the performance in industrial format lithium-ion cells.

NOVONIX contnues to invest in the ESS market through its partnership with Emera Technologies, under which we are designing batery pack systems to support microgrids that will provide solar power directly to homes in North America. On June 6, 2022, NOVONIX and Emera Technologies announced the delivery of their frst-of-its-kind, custom-designed microgrid batery prototype. The prototype was developed by NOVONIX to support Emera Technologies’ residental microgrid system, BlockEnergy™, which is operatng in a residental pilot project south of Tampa, Florida. Emera Technologies is a Florida-based subsidiary of Emera Inc., which is a Nova Scota-based power utlity Company. This opportunity highlights the value of BTS in working with companies and industries across the batery value chain.

NOVONIX leverages patent pending Dry Partcle Microgranulaton (DPMG) to eliminate wastewater and use simpler metal inputs to reduce cathode manufacturing costs or improve yield in cathode manufacturing. NOVONIX’s cathode synthesis technology is well-positoned to become a part of supportng the expected signifcant growth in the cathode market for the lithium-ion batery industry. These single-crystal materials ofer enhanced energy density and long life. NOVONIX’s synthesis technology could further improve the cost, performance, and sustainability of these materials, which would be targeted for use in electric vehicles and energy storage applicatons.

In March 2022, the Honourable Ginete Pettpas Taylor, Minister responsible of ACOA (Atlantc Canada Opportunites Agency), announced a repayable contributon of C$1 million to BTS to purchase specialized equipment for its new 35,000 square foot Halifax facility, where NOVONIX will pilot its cost-efectve and environmentally friendly method of cathode material producton. The equipment is on track to hit our 10 tonnes per annum producton milestone by the frst quarter

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of fscal 2023.

The capabilites of our commissioned, on-site analytcal lab, coupled with the access to BTS’ pilot line and cell testng resources, allow the NOVONIX R&D team to efciently work on the synthesis and analysis of new materials. The team has also opened engagement with multple current commercial precursor and cathode suppliers to discuss the Company’s technology and current state of demonstraton capability in terms of synthesizing capability and performance. In fscal year 2022, NOVONIX also engaged with multple established and potental lithium suppliers in material evaluaton programs which build on the Company’s initatves in cathode precursor as well as fnal cathode synthesis technology.

NOVONIX partnered with Next Generaton Manufacturing Canada (NGen) in December 2021, announcing CAD$1.675 million in grant funding towards a nearly CAD$18 million investment in facilites, equipment and people. This facility and expanded capabilites are helping to build out a Canadian batery materials supply chain, limit the dependence on Asia for raw materials and technology, and capitalize on the growth created by increasing demand for electric vehicles and grid energy storage.

The Company is in the process of expanding the internal cathode development team and capabilites, while driving process development internally and collaboratvely with Dr. Obrovac’s group at Dalhousie pursuing new intellectual property. The Company also works with multple established lithium and metal suppliers in material evaluaton programs, which build on the Company’s initatves in cathode precursor as well as fnal cathode synthesis technology. NOVONIX is positoned to become a market leader in cathode synthesis technology as it pursues these development opportunites.

NOVONIX Anode Materials Division

The NOVONIX Anode Materials division advances the development and commercialisaton of ultra-long-life, high-performance anode material for the lithium-ion batery market focused on electric vehicle and energy storage applicatons that demand long life and high performance.

In fscal year 2022, NAM made signifcant progress towards expanding producton capacity for batery-grade synthetc graphite material. NOVONIX closed on the purchase of a 400,000+ square-foot facility in Chatanooga, Tennessee, which we refer to as “Riverside,” the planned site for expansion to at least 10,000 tonnes per year of producton capacity by 2023. In November 2021, U.S. Secretary of Energy Jennifer Granholm atended an inaugural celebraton at Riverside as the keynote speaker.

Additonally, the NOVONIX Anode Materials division has initated further expansion plans beyond Riverside. The team focused on plant design and engineering has begun to work on the 30,000 tpa (Phase 2) plant build-out, which includes site selecton, plant layout, and engineering design.

NOVONIX contnues to produce anode materials using the Generaton 2 furnace system to support next steps in customer qualifcaton programs. As of March 2022, NOVONIX Anode Materials completed all equipment installaton for Generaton

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2 furnace lines and associated equipment. The Company contnues to work with two of the world’s largest batery manufacturers (SAMSUNG SDI and SANYO ELECTRIC, a subsidiary of PANASONIC Corporaton), including providing updated informaton and samples to support ongoing requirements with plans to deliver mass producton samples that will meet manufacturer specifcatons from our Generaton 3 furnaces. Notably, the frst two Generaton 3 furnace systems were installed at Riverside and commissioning contnues to progress on track to meet ongoing producton targets. We contnue sampling and testng engagements with other key batery and automotve manufacturers with expansion plans in North America.

Further advancing its mission of developing and supplying materials and technologies to support longer-life and lower-cost bateries that will enable a cleaner energy future, NOVONIX entered a Technology Development Agreement with Phillips 66 in January 2022 to cooperate on the development of new feedstocks and synthetc graphites with reduced carbon-intensive processing. Through the Company’s internal development and partnerships such as that with Phillips 66, NOVONIX is well positoned to bring a cleaner, local supply chain to meet North American demand for high-grade synthetc graphite.

In February 2022, NOVONIX entered into defnitve transacton agreements with KORE Power, Inc. (“KORE Power”) to advance and strengthen the domestc lithium-ion batery supply chain. Through this partnership, NOVONIX will be the exclusive supplier of graphite anode material to KORE Power through a fve-year supply agreement, with deliveries ramping up from 3,000 tonnes per annum beginning 2024 to 12,000 tonnes per annum in 2027. In additon, NOVONIX acquired an approximate 5% stake in KORE Power with USD$25 million consideraton paid in a combinaton of 50% cash and 50% NVX shares.

In June 2022, the Company released the results of a Life Cycle Assessment (“LCA”) conducted by Minviro Ltd., a London-based, globally recognized sustainability and life cycle assessment consultancy. The LCA was conducted on one of the Company’s grades of graphite materials, GX-23. The results of this assessment showed an approximate 60% decrease in global warming potental compared to commercially manufactured anode grade synthetc graphite produced in China and an approximate 30% decrease in global warming potental compared to anode grade natural graphite also produced in China. The LCA results support the Company’s positon as a leader in sustainability and cleaner energy across the automotve and energy storage sectors.

The global demand for high-performance anode materials contnues to increase exponentally as the world grapples with increasing energy supply and demand imbalances, as demonstrated by the growing desire for a domestc localised batery supply chain. Further, NOVONIX is opportunistcally positoned to beneft from potental government funding opportunites ofered through the Bipartsan Infrastructure Law, Defense Producton Act, and Department of Energy Loan Program Ofce, all of which aim to advance the domestc processing of critcal materials. Companies are seeking partnerships with dependable and qualifed suppliers who can accelerate executon and scale producton of high-performance anode materials quickly within their domestc markets. The NOVONIX Anode Materials division is well-positoned to capitalize on internatonal collaboraton opportunites, having shown industry excellence in material producton and a demonstrated track record of scalability.

Principal Markets

The principal markets in which our BTS division competes are North America, Asia and Europe through the sale of batery testng equipment and related consultng services. BTS customers are primarily batery manufacturers and developers, including specialty materials manufacturers, consumer electronics OEMs and automotve OEMs, primarily across the lithium-ion batery value chain. Revenues from equipment sales during fscal 2022, 2021 and 2020 were
A$8.4 million, A$5.2 million, and A$4.3 million, respectvely.

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In fscal 2022, North America, Asia and Europe accounted for 79%, 17% and 4% of revenues, respectvely. In fscal 2021, North America, Asia and Europe accounted for 82%, 8% and 10% of revenues, respectvely. In fscal 2020, North America, Asia and Europe accounted for 77%, 13% and 10% of revenues, respectvely.

To date, our NAM division has not generated any revenue from the sale of synthetc graphite. If our commercializaton eforts for our synthetc graphite product are successful, we may generate revenue from the sale of our synthetc graphite materials primarily in North America primarily to customers in the EV and grid storage industries.

Sales and Marketng

We market and sell our BTS batery testng equipment and related consultng services through a combinaton of direct contact with customers' research and development experts and third-party distributors who specialize in batery testng technologies and sell to automotve and electronics OEMs, batery developers and manufacturers, and research insttutons. As we develop and commercialize our synthetc graphite anode materials business, we market our batery materials through the direct engagement of a combinaton of our corporate, R&D and operatons leadership teams.

Raw Materials

Raw materials for our BTS business are comprised of various equipment and other components from a wide range of third-party suppliers. As we expand our anode materials manufacturing capabilites, we will begin to rely on third-party suppliers for components and materials. See “Risk Factors—We may not be able to establish supply relatonships for necessary components or may be required to pay costs for components that are more expensive than antcipated, which could delay the introducton of our equipment and negatvely impact our business.”

Seasonality

We have not been subject to any seasonality in our contnuing operatons in any material respect.

Our Compettve Strengths

We develop and supply what we believe is the most accurate batery testng technology in the world. Our Ultra-High Precision Coulometry technology for short term reliable evaluaton of the cycle life of lithium-ion cells was developed in the laboratory at Dalhousie University by Dr. Jef Dahn, who joined our team as Chief Scientfc Advisor on July 1, 2021. Our CEO, Dr. Chris Burns, was a team lead of that laboratory. This testng technology delivers high accuracy, high precision measurements that are reliable and repeatable, with the potental to allow cycle life evaluaton to be made in weeks instead of years. We believe our Ultra-High Precision Coulometry technology provides signifcantly higher grading measurements than our compettors, enabling us to support the most urgent and innovatve performance cell testng projects and is used by industry leaders across the batery sector.

Our proprietary process technology and capabilites across the batery and energy storage value chain drive innovaton and commercial opportunites. By playing a critcal role across the full value chain, our proprietary testng and development technologies provides us with in-depth visibility into industry and technological trends ranging from materials to end use cases and requirements. We believe that this access should allow us to remain at the forefront of lithium-batery technology. As the broader batery and energy storage industry contnues to evolve, we are commited to contnuing to expand into new and emerging technologies beyond lithium-ion.

A leading U.S.-based supplier of batery-grade synthetc graphite anode material, with capacity scaling as market demand grows. Our NOVONIX Anode Materials business is well-positoned to help alleviate this problem as U.S. and non-U.S. companies seek to diversify their suppliers of batery materials with the goal of sourcing material within the U.S. We are a leading US-based supplier with plans to scale signifcant domestc volumes of batery-grade synthetc graphite anode

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material. To our knowledge, we are the only qualifed U.S.-based supplier of batery-grade synthetc graphite anode material with a scalable and contractor-qualifed product currently in producton.

Our anode materials have longer cycle life coupled with lower costs. NOVONIX Anode Materials’ premium graphite showcases higher Coulombic Efciency as well as capacity retenton compared to industry leading materials in head-to-head comparisons (including a ter 1 automotve OEM cell used as a reference benchmark). We believe NOVONIX’s materials have the highest purity in the market as they contain essentally no contaminants, enhancing safety as well as performance. We believe NOVONIX Anode Materials’ process is also a “greener” alternatve as it utlizes several lower emission energy sources and no chemical purifcaton, avoiding the environmental and safety risks of such processes. The strength of NOVONIX Anode Materials’ products are evidenced by our ongoing product development collaboraton with each of Samsung SDI and SANYO Electric, and our supply agreement with KORE Power, for our anode materials. Our mission is to be a leader with high performance, longer life, lower costs, and “greener” materials.

Our oferings are directly compatble with today’s installed and planned batery manufacturing technology. NOVONIX Anode Materials provides proven technology that can be integrated into current cell designs with no material additonal costs to cell manufacturers. A very limited number of suppliers are established outside of Asia, which could lead to lack of localized supply optons. The plug and play characteristc along with superior material performance and compettve pricing is expected to drive contnued industry adopton of our oferings.

Our research and development team consists of renowned batery technology researchers including Dr. Jef Dahn and Dr. Mark Obrovac. Dr. Jef Dahn, who joined our team as Chief Scientfc Advisor on July 1, 2021, is a leading researcher in the feld of lithium-ion bateries and materials. Dr. Dahn is a named inventor on over 70 patents and patent applicatons. Dr. Mark Obrovac is another renowned researcher in batery materials and process technology, a NOVONIX sponsored researcher, and the head of the Obrovac Research Group at Dalhousie University. With the support of leading innovatve batery technology researchers, we believe NOVONIX is well-positoned to remain at the forefront of batery technology.

We are partnering with industry leading companies. To further the development and producton of advanced anode materials, we are partnering with Harper Internatonal, a global leader in complete thermal processing solutons and technical services for the producton of advanced materials, to develop proprietary next-generaton furnace technology. We expect that partnering with Emera Technologies to design batery pack systems to support microgrids will further drive our technology development within the energy storage industry. These arrangements demonstrate that industry leaders have identfed NOVONIX as a strategic partner for contnued innovaton.

We were selected to receive support from the U.S. Government. In January 2021, we were selected to receive a US$5.58 million grant from the U.S. Department of Energy. We believe that this grant demonstrates the commitment by the U.S. Government to support the establishment of domestc supply of high-performance batery materials, while highlightng the expertse, progress, strategic partnerships, and technology NOVONIX has developed.

Competton

The batery materials market consists of a large number of small suppliers (of which we form part of that market), a smaller number of large volume suppliers and a small number of large dominatng buyers. As the market is contnuously growing, we face the risk that one or more compettors, or a new entrants to the market, will increase their compettve positon through aggressive marketng campaigns, product innovaton, price discountng, acquisitons or advances in technology. While we strive to remain compettve by way of contnuing to develop our products, technologies and associated intellectual property licenses and maintaining compettve pricing. In the event we are unable to adapt to changing market pressures or customer demands, and keep pace with technological change relatve to our compettors, or we are forced to reduce pricing in response to competton, our revenue and proft margins could be afected, which could have a material adverse efect on our business and cash fows, fnancial conditon and results of our operatons.

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Although, to our knowledge, we are the only qualifed U.S.-based supplier of batery-grade synthetc graphite anode material, there are four categories of companies that could be considered potental competton. The frst are established synthetc graphite manufacturing companies outside the United States, predominantly in Asia. While these companies do have established manufacturing capacity, they sufer from a geopolitcal disadvantage not being located in the United States, and also sufer from higher energy costs. The second category of potental competton are natural graphite mining companies. Natural graphite provides historically cheaper pricing to synthetc, however natural graphite signifcantly underperforms relatve to synthetc graphite in batery testng as well as have potental environmental concerns regarding mining practces. The third potental category of competton are existng graphitzaton companies in the United States. While these companies have signifcant furnace operatons, we believe there are no other graphitzaton companies that have developed an economic process to manufacture batery grade synthetc graphite, and are yet to achieve commercial qualifcaton with a ter-1 batery manufacturer. The fourth and fnal category of competton are companies developing disruptve technologies such as silicon anodes and solid state bateries. There are signifcant marketng materials available to demonstrate the promise of these potental disruptve technologies, but we are unaware of any technology that has a path to develop, a cost compettve product in the foreseeable future that will meet the increasing lifetme requirements for electronic vehicles and energy storage solutons markets and thus be able to capture more than a niche porton of the batery market.

Intellectual Property

As of June 30, 2022, we have rights to one issued patent and seven actve patent applicatons. Our oldest patent applicaton was fled with a priority date in 2015.

The actual protecton aforded by a patent varies in each country and is dependent on the type of patent, the scope of its coverage as determined by the patent ofce or courts in that country, and the availability of legal remedies in the country. The informaton in the above list is based on our current assessment of patents that we own or control or have exclusively licensed. The informaton is subject to revision, for example, in the event of changes in the law or legal rulings afectng our patents or if we become aware of new informaton.

Patents expire, on a country by country basis, at various tmes depending on various factors, including the fling date of the corresponding patent applicaton(s), the availability of patent term adjustment, patent term extension and supplemental protecton certfcates and requirements for terminal disclaimers. In most countries, including Australia and the United States, the patent term is 20 years from the earliest claimed fling date of a non-provisional patent applicaton or its foreign equivalent in the applicable country. In the United States, a patent’s term can be lengthened in certain cases by a patent term adjustment, which compensates a patentee for administratve delays by the USPTO in examining and grantng a patent, or may be shortened if a patent is terminally disclaimed over a commonly owned patent or a patent naming a common inventor and having an earlier expiraton date.

We may not be able to develop patentable products or processes or obtain patents from pending patent applicatons. In the event of patent issuance, the patents may not be entrely sufcient to protect the proprietary technology owned by or licensed to us or our partners. Our current patents, or patents that issue on pending applicatons, may be challenged, invalidated, infringed or circumvented. In additon, changes to patent laws in the United States or in other countries may limit our ability to defend or enforce our patents, or may apply retroactvely to afect the term and/or scope of our patents. Our patents may be challenged by third partes in post-issuance administratve proceedings or in litgaton as invalid, not infringed or unenforceable under U.S., U.K, Australian or other foreign laws, or they may be infringed by third partes. As a result, we are or may be from tme to tme involved in the defense and enforcement of our patent or other intellectual property rights in a court of law and administratve tribunals, such as in USPTO inter partes review or reexaminaton proceedings, foreign oppositon proceedings or related legal and administratve proceedings in the United States and elsewhere. The costs of defending our patents or enforcing our proprietary rights in post-issuance administratve proceedings or litgaton may be substantal and the outcome can be uncertain. An adverse outcome may allow third partes to use our proprietary technologies without a license from us.

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Furthermore, we rely upon trade secrets and know-how and contnuing technological innovaton to develop and maintain our compettve positon. We seek to protect our proprietary informaton, in part, by using confdentality and inventon assignment agreements with commercial partners, collaborators, employees and consultants. These agreements are designed to protect our proprietary informaton and, in the case of the inventon assignment agreements, to grant it ownership of technologies that are developed through a relatonship with a third party. These agreements may be breached, and we may not have adequate remedies for any breach. In additon, our trade secrets may otherwise become known or be independently discovered by compettors. To the extent that our commercial partners, collaborators, employees and consultants use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resultng know-how and inventons.

Our commercial success will also depend in part on not infringing upon the proprietary rights of third partes. It is uncertain whether the issuance of any third-party patent would require us to alter its development or commercial strategies for our product candidates or processes, or to obtain licenses or cease certain actvites. Our breach of any license agreements or failure to obtain a license to proprietary rights that it may require to develop or commercialize its future products may have an adverse impact on us. If third partes prepare and fle patent applicatons in the United States that also claim technology to which we have rights, we may have to partcipate in interference or derivaton proceedings in the USPTO to determine priority of inventon.

We currently rely on our unregistered trademarks, trade names and service marks, as well as our domain names and logos, as appropriate, to market our brands and to build and maintain brand recogniton.

Regulaton

Our business is subject to regulaton in a number of areas. Changes in government, monetary policies and laws and regulatons, among other things, can have a signifcant impact on our assets, operatons, fnancial performance and, ultmately, the value of our company and our ordinary shares. Changes may occur in the U.S., Canada, Australia or any other country in which we operate, or subsequently start to operate. Such changes are likely to be beyond our control and may afect the industries in which we operate generally, our company in partcular, or both. Non-compliance with changing laws and regulatons may expose the company to legal risk via investgatons or litgious proceedings from regulators, counterpartes or consumers. This secton sets forth a summary of the principal laws and regulatons relevant to our business.

Corporatons Act and ASX Listng Rules

As a company incorporated in Australia, we remain subject to the Corporatons Act 2001 (Cth), or Corporatons Act, and we are regulated by both the Australian Securites and Investments Commission, or ASIC, the country’s corporate regulator, and the Australian Securites Exchange, or ASX, as an entty listed on that exchange. Accordingly, we must comply with all Corporatons Act requirements and the Listng Rules maintained by ASX. Changes to these rules and requirements may have an impact on our assets, operatons, fnancial performance, value or other maters. Breaches of these rules and regulatons may give rise to regulatory acton from ASIC or ASX or litgious proceedings initated by other stakeholders.

The Foreign Corrupt Practces Act

The FCPA prohibits any U.S. individual or business from paying, ofering, or authorizing payment or ofering of anything of value, directly or indirectly, to any foreign ofcial, politcal party or candidate for the purpose of infuencing any act or decision of the foreign entty in order to assist the individual or business in obtaining or retaining business. The FCPA also obligates companies whose securites are listed in the United States to comply with accountng provisions requiring us to maintain books and records that accurately and fairly refect all transactons of the corporaton, including internatonal subsidiaries, and to devise and maintain an adequate system of internal accountng controls for internatonal operatons.

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Environmental, Health and Safety

Our facilites and operatons are subject to numerous environmental, health and safety (“EHS”) laws and regulatons which require signifcant capital investment on an ongoing basis and could give rise to unforeseen liability, including as a result of a governmental enforcement acton or obligatons to remediate contaminated sites, including third-party contaminated sites where we have sent waste for treatment or disposal. EHS laws or their enforcement may become more stringent over tme which could increase our operatng costs and subject us to additonal liabilites.

See "Risk Factors—Risks Related to Regulatory Maters.”

Environmental Sustainability

We believe that an increasing emphasis on environmentally conscious batery technologies is key to a sustainable future with prolifc adopton of electric vehicles and grid energy storage systems. Many current manufacturing methods for key batery materials are energy intensive, wasteful or, in other ways, hazardous to the environment and end users and OEMs are showing desire to source materials from cleaner technologies. We are focused on the development of technologies that support key ESG criteria in the feld of batery materials and technologies:

•	Longer Life Bateries. We believe that the use of NOVONIX’s synthetc graphite leads to longer life bateries which therefore generate less overall waste in recycling or disposal due to the longer service life the bateries.

•	Higher Energy Efciency. Improvements in process technology demonstrated by NOVONIX Anode Materials as well as through NOVONIX’s SCC technology have the opportunity to reduce the amount of energy required to produce key batery materials. NOVONIX’s proprietary graphitzaton furnace technology were developed with the objectve of being the highest efciency graphitzaton technology.

•	Reduced Chemical Usage. NOVONIX Anode Materials uses no chemical purifcaton so there are no risks of harmful chemical leaks, spills or exposure as well as no required harmful chemical disposal requirements. Additonally, NOVONIX’s SCC technology is a dry process, not utlizing chemicals that would typically need to be reclaimed afer processing.

•	Reduced Waste Generaton. NOVONIX is focused on high yield technologies to produce key batery materials. NOVONIX’s DPMG technology can allow for the manufacturing of both anode and cathode materials with virtually 100% yield with the potental to have zero no solid waste generaton. NOVONIX’s SCC technology does not create any waste-water which is commonly produced in current high-nickel cathode manufacturing processes.

•	Cleaner Power Inputs. NOVONIX is focused on sourcing power for its manufacturing from clean source of energy generaton. As such, our current locaton in the Tennessee Valley Authority has an electrical grid make-up which is over 50% non-carbon producing sources of energy including Nuclear, Hydro, Wind and Solar.

C.	Organizatonal Structure

The chart below contains a summary of our organizatonal structure and sets out our subsidiaries and associated companies as of June 30, 2022.

 

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D.	Property, Plant, and Equipment

We maintain facilites in Chatanooga, Tennessee and Bedford, Nova Scota, and hold interests in the MDG Project in Queensland, Australia.

Chatanooga, Tennessee

As of May 1, 2021, we lease property with an area of approximately 120,000 square feet. We acquired an additonal property with an area of approximately 404,000 square feet in late July 2021. These propertes are used in connecton with our NOVONIX Anode Materials business.

Halifax, Nova Scota

We own a property with an area of approximately 22,000 square feet. We also acquired a property with an area of approximately 35,000 square feet in May 2021. These propertes are used in connecton with our BTS business.

Australia

We hold interests in the MDG Project, a high-grade (18%+) natural graphite deposit located in Australia, which potentally provides us with access to a natural graphite resource, if desirable in the future. Despite the favorable prospects of the MDG Project, NOVONIX had previously put any exploraton and development of the MDG Project on hold. In the June 2021 quarter, management initated a strategic review of the Mt. Dromedary high-grade graphite deposit asset in response to contnued sector momentum to evaluate optons for furthering exploraton and development of the MDG Project.

We contnue to hold the MDG Project in good standing while monitoring the state of the global natural graphite market and may advance the MDG Project should the right market conditons or potental strategic transacton emerge.

We believe our facilites in Chatanooga, Tennessee, and Bedford, Nova Scota, are adequate and suitable for our current and antcipated needs and that, should it be needed, suitable additonal or alternatve space will be available to accommodate our operatons.

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As of June 30, 2022, the net book values of tangible fxed assets were as follows:							
			At June 30, 2022		
			Net book value			Net book value		
Asset category		A$			US$		
Land		$	3,411,341		$	2,349,493		
Buildings		66,738,355			45,964,707		
Leasehold Improvements		1,065,705			733,983		
Plants and Equipment		29,496,100			20,314,849		
Constructon WIP		50,472,695			34,762,059		
Total tangible fxed assets	$	151,184,196	$	104,125,091		

Item 4A. Unresolved Staf Comments

Not applicable.

Item 5. Operatng and Financial Review and Prospects

The following discussion of our fnancial conditon and results of operatons is based upon and should be read in conjuncton with our consolidated fnancial statements and their related notes included in this Annual Report on Form 20-F.

Certain informaton included in this discussion and analysis includes forward-looking statements that are subject to risks and uncertaintes, and which may cause actual results to difer materially from those expressed or implied by such forward-looking statements. For further informaton on important factors that could cause our actual results to difer materially from the results described in the forward-looking statements contained in this discussion and analysis, see “Special Note Regarding Forward-Looking Statements” and “Item 3D. Risk Factors.”

A.	Operatng Results Overview

NOVONIX provides batery materials and development technology for leading batery manufacturers, materials companies, automotve original equipment manufacturers (“OEMs”) and consumer electronics manufacturers at the forefront of the global electrifcaton economy. Our core mission is to accelerate the contnued advancement and scaling of electric vehicle bateries and energy storage solutons through our advanced, proprietary technologies that deliver longer cycle life bateries at lower costs. Through our in-house technology and capabilites, as well as our front-line access to industry trends, we intend to be an industry leader, delivering what we believe to be the most advanced high performance and cost-efectve batery and energy storage technologies for our customers.

We currently operate three core businesses: NOVONIX Batery Technology Solutons (“BTS”), NOVONIX Anode Materials (previously known as PUREgraphite). We also have a third reportng segment - Graphite Exploraton and Mining.- the business of which is currently under strategic review and is not presently considered by management as a core operatng business.

BTS provides industry leading batery testng technology and research and development (“R&D”) services to create next generaton bateries. BTS also serves as the pillar of innovaton across the NOVONIX ecosystem by creatng a positve feedback loop with our NOVONIX Anode and Cathode Materials business through the development of applicatons and strategic partnerships. This collaboraton drives our contnuous technological innovaton and enables us to deliver best-in-class products and services for customers.

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NOVONIX Anode Materials was established with the objectve of commercializing what we believe is the most advanced and cost-efectve anode material in the market for electric vehicles and energy storage applicatons. These end-markets contnue to demand high performance bateries with longer life cycle, while at the same tme requiring lower costs to contnue to drive mass adopton. Anode materials are one of the most signifcant components that defne the overall performance, reliability, and cycle life of the batery cell. To our knowledge, we are the only qualifed U.S.-based producer of batery-grade synthetc graphite anode material and believe NOVONIX Anode Materials is well positoned to support the rapid growth in demand for these advanced anode materials in North America and globally.

Graphite Exploraton and Mining, or the MDG Project, holds interests in a natural, high-grade graphite deposit in Queensland, Australia. NOVONIX had previously put any exploraton and development of the MDG Project on hold while it conducts a strategic review of the graphite deposit asset in response to contnued sector momentum to evaluate optons for furthering exploraton and development of the MDG Project.

NOVONIX Batery Technology Solutons Overview

BTS was founded by researchers from the research group at Dalhousie University, formerly headed by Dr. Jef Dahn, in 2013, and the Company acquired BTS in June 2017. BTS aims to provide cutng edge batery R&D capabilites and technological advantage.

BTS is based in Halifax, Nova Scota, Canada, and makes what we believe to be the most accurate lithium-ion batery cell test equipment in the world. This equipment is now used by leading batery makers and researchers and equipment manufacturers, including Panasonic, CATL, LG Chemical, Samsung SDI and numerous specialty materials, consumer electronics OEMs and automotve OEMs.

Since we acquired the business, we have signifcantly expanded BTS’ R&D capabilites through direct investments and our long-term collaboratve research agreement with Dalhousie University. BTS now has an established team of leading scientsts with an internal batery cell pilot line to prototype and evaluate new materials and cell designs, and extensive batery testng capability, including our proprietary Ultra-High Precision Charger systems.

In fscal year 2022, BTS’ revenues from contracts with customers grew by 61%, compared to fscal year 2021, due to an increase in sales in the batery hardware division of the business.

We recently expanded our property used in connecton with our BTS business to approximately 22,000 square feet (from approximately 13,500 square feet). We also acquired a property with an area of approximately 35,000 square feet in May 2021 for use in our BTS business.

BTS is increasing investment in the intellectual property developed around cathode synthesis technologies that we believe could enable a substantal reducton in the cost of producing high energy density (high-nickel based) cathode materials. We have fled two patent applicatons which are actvely in process around this technology and established a small-scale pilot line for development of the technology.

BTS expects to leverage its batery cell pilot line and cell testng capabilites to further expand the dedicated cathode development team and install larger scale pilot synthesis capabilites in order to demonstrate the manufacturability of the technology along with the performance in industrial format lithium-ion cells.

NOVONIX Anode Materials Overview

NOVONIX Anode Materials (formerly PUREgraphite LLC) was established in March 2017 as a joint venture to develop and commercialize ultra-high purity high performance graphite anode material for the lithium-ion batery market focused on electric vehicles, energy storage and specialty applicatons. In fscal year 2019, we exercised our call opton, pursuant to

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which we acquired all of our joint venture partner’s interest in NOVONIX Anode Materials and increased our ownership to 100%.

NOVONIX Anode Materials exclusively owns all graphite-related intellectual property of its former joint venture partner and has the ongoing exclusivity of its CEO for the development of graphite products and batery anode materials using that technology.

This intellectual property includes innovatve high-performance graphite anode materials (demonstrated in internal testng to outperform leading materials currently in the market) and producton methods that we expect to deliver producton costs signifcantly lower than existng producers.

In July 2021, we completed the purchase of an approximately 404,000 square-foot facility in Chatanooga, Tennessee, “Riverside” (locally referred to as “Big Blue”).

Graphite Exploraton and Mining (MDG Project) Overview

The MDG Project is a high-grade (18%+) natural graphite deposit located in an established mining region in Queensland, Australia, which potentally provides us with access to a natural graphite resource, if desirable in the future. Despite the favorable prospects of this project, NOVONIX had previously put any exploraton and development of the MDG Project on hold. In the June 2021 quarter, management initated a strategic review of the Mt. Dromedary high-grade graphite deposit asset in response to contnued sector momentum to evaluate optons for furthering exploraton and development of the MDG Project.

We contnue to hold the MDG Project in good standing while monitoring the state of the global natural graphite market and may advance the MDG Project should the right market conditons or potental strategic transacton emerge.

Overview of Financials

The Group has incurred operatng losses since 2013. Our ability to generate product revenue sufcient to achieve proftability will be dependent on our ability to begin signifcant producton and commercializaton of NOVONIX Anode Materials business’ synthetc graphite product. Accordingly, we expect to contnue to incur signifcant expenses as we contnue to scale producton of our synthetc graphite product, the majority of which will be associated with planned producton equipment spend. We expect to incur signifcant additonal costs associated with operatng as a public company in the United States, including additonal legal, accountng, investor relatons, compliance and other expenses.

As a result, we will need substantal additonal funding to support our contnuing operatons and pursue our growth strategy. Untl such tme, if ever, as we can generate sufcient revenue from synthetc graphite sales, we expect to fnance our operatons through the issue of equity, debt fnancings, or other capital sources, which may include collaboratons with other companies or other strategic transactons as well as U.S. government fnancing support and tax incentves. We may be unable to raise additonal funds or enter into such other agreements or arrangements when needed on favorable terms. If we fail to raise capital or enter into such agreements as and when needed, we may have to signifcantly delay, scale back or discontnue the development and commercializaton of our synthetc graphite product. See “Risk Factors—We may need to obtain funding from tme to tme to fnance our growth and operatons, which may not be available on acceptable terms, or at all. If we are unable to raise capital when needed, we may be forced to delay, reduce or eliminate certain operatons, and we mcriay be unable to adequately control their costs.”

Because of the numerous risks and uncertaintes associated with the commercializaton of batery-grade materials, we are unable to predict the tming or amount of increased expenses or when or if we will be able to achieve or maintain proftability. Even if we are able to generate product sales, we may never become proftable. If we fail to become proftable or are unable to sustain proftability on a contnuing basis, then we may be unable to contnue our operatons at planned

54

levels and be forced to scale back or discontnue our operatons. See “Risk Factors—We have a history of fnancial losses and expect to incur signifcant expenses and contnuing losses in the near future.”

As of June 30, 2022, we had cash and cash equivalents of A$207,083,935 (US$142,624,919). The Company plans to reach synthetc graphite producton capacites of 10,000 tpa by 2023, with further targets of 40,000 tpa by 2025 and 150,000 tpa by 2030. We believe that our existng cash and cash equivalents will help support capacity expansion towards 10,000 tpa, which is expected to be completed in 2023. We have based these estmates on assumptons that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. See “—Liquidity and Capital Resources.”

Components of Our Results of Operatons

Segment Informaton

Our segments consist of , Batery Technology (BTS), Batery Materials (NOVONIX Anode Materials) and Graphite and Mining Exploraton. In order to comply with the requirement to discuss signifcant components of revenue and expenses, and to enable investors to understand the consolidated amounts, where applicable we have provided a discussion along segmental lines. As a result, the discussion and analysis of segments is integrated with the discussion of the consolidated amounts to avoid confusion and duplicaton of disclosure.

Revenue from Contracts with Customers

NOVONIX Batery Technology Solutons

Revenue from contracts with customers is contributed through two primary BTS business lines: 1) hardware sales and 2) consultng services. Our customers include leading batery makers and researchers and equipment manufacturers, including Panasonic, CATL, LG Chemical, Samsung SDI and numerous specialty materials, consumer electronics OEMs and automotve OEMs.

When we sell batery testng equipment, we enter into a contract with our customers covering the price, specifcatons, delivery dates and warranty for the products being purchased, among other things. Our contractual delivery periods vary, but are typically about three months. Contracts for batery testng equipment can range in value based on the amount of equipment provided and the duraton of the contract. Revenue from the sales of BTS hardware is recognized at the point in tme when the hardware is delivered, the legal ttle has passed and the customer has accepted the hardware.

The consultng services division provides batery cell design, testng, implementaton and support services under fxed and variable price contracts. Contracts for services can range in value based on the duraton and scope of the engagement. Revenue from providing services is recognized over-tme in the reportng period in which the services are rendered. For fxed-price contracts, revenue is recognized based on the actual service provided to the end of the reportng period based on the resources allocated, costs incurred and actual labor hours spent within the billing period.

Where the contracts include multple performance obligatons, we allocate revenue based on the transacton price to each performance obligaton based on the stand-alone selling price for that obligaton. Where these performance obligatons are not directly observable, they are estmated based on expected cost plus margin.

Our BTS revenue is afected by changes in the price, volume and mix of products and services purchased by BTS’ customers. The price and volume of our products is driven by the demand for our products, changes in product mix between equipment and services, geographic mix of our customers, and strength of compettors’ product oferings.

NOVONIX Anode Materials

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As of the date of this Annual Report on Form 20-F, we have not generated any revenue from sale of synthetc graphite. If our commercializaton eforts for our synthetc graphite product are successful, we may generate revenue from the sale of our synthetc graphite materials. In additon, if we enter into additonal collaboraton, partnership or license agreements with third partes, we may generate revenue in the future from payments from such collaboraton or license agreements or a combinaton of product sales and those payments.

Graphite Exploraton and Mining

As of the date of this Annual Report on Form 20-F, we have not generated any revenue from sale of natural graphite. We do not expect any revenue from our interests in the MDG Project in the near future. However, in the June 2021 quarter, management initated a strategic review of the Mt. Dromedary high-grade graphite deposit asset in response to contnued sector momentum to evaluate optons for furthering exploraton and development of the MDG Project. This strategic review remains ongoing as of the date of this report.

Other Income

Other income is primarily comprised of interest income and grant revenue. Interest income is recognized as interest accrues using the efectve interest method. This is a method of calculatng the amortzed cost of a fnancial asset and allocatng the interest income over the relevant period using the efectve interest rate, which is the rate that discounts estmated future cash receipts through the expected life of the fnancial asset to the net carrying amount of the fnancial asset. Grants from government bodies are recognized at their fair value where there is a reasonable assurance that the grant will be received and that we are able to comply with all conditons for receipt of the grant. Other income also includes gains on revaluaton of previously held equity method investments, which can be recognized when we obtain control over the equity method investee.

Cost of Goods and Services

Cost of goods and services consists of product costs, including purchased materials and components, as well as costs related to shipping, which, as at the date of this Annual Report on Form 20-F, have been in connecton with our BTS business only. Our product costs are afected by the underlying cost of raw materials and component costs.

Administratve and Other Expenses

Administratve and other expenses consist primarily of travel expenses, facilites costs, audit, legal, tax, insurance, informaton technology and other costs.

We expect to incur additonal audit, tax, accountng, legal and other costs related to compliance with applicable securites and other regulatons, as well as additonal insurance, investor relatons and other costs associated with being a public company in the United States. In additon, if we cease to qualify as a foreign private issuer in the future, we would expect that we would incur additonal expenses as a domestc reportng company in the United States. The costs associated with the Nasdaq listng totaled $5,830,698, of which $2,175,347 were capitalized as deferred issuance costs on the consolidated balance sheet as at June 30, 2021 and have been expensed in the current reportng period following a change in the Company’s plans with respect to our contemplated actvites in the U.S. capital markets . See “Risk Factors—We may lose our foreign private issuer status in the future, which could result in signifcant additonal cost and expense.”

Borrowing Costs

Borrowing costs are recognized in the proft or loss statement in the reportng period in which they are incurred.

Borrowing costs consist primarily of interest accrued on loan notes and borrowings, loss on redempton of loan notes and unwinding of fair value gains.

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Impairment Losses

At the end of each reportng period, the Group assesses whether there is any indicaton that an asset may be impaired. The assessment includes the consideraton of external and internal sources of informaton, including dividends received from subsidiaries, associates or joint ventures deemed to be out of pre-acquisiton profts. If such an indicaton exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset’s fair value less costs of disposal and value in use, to the asset’s carrying amount. Any excess of the assets carrying amount over its recoverable amount is recognized immediately in proft or loss, unless the asset is carried at a revalued amount in accordance with another accountng standard. Any impairment loss of a revalued asset is treated as a revaluaton decrease in accordance with that other accountng standard.

Depreciaton and Amortzaton Expenses

Depreciaton expense consists of costs associated with property, plant and equipment (“PP&E”) which are depreciated over their expected useful lives. We expect that as we increase both our revenues and the number of our general and administratve personnel, we will invest in additonal PP&E to support our growth resultng in additonal depreciaton expense.

Amortzaton expense consists of costs associated with technology intangible assets other than goodwill, which are amortzed over their expected useful lives.

Research and Development Costs

Research and development costs primarily represent the Group’s investment in research and development actvites for the Single Crystal Cathode (SCC) project. At present, our research and development actvites are conducted through our two core businesses: BTS and NOVONIX Anode Materials; SCC falls under BTS R&D.

Share Based Compensaton

Equity-setled share-based compensaton benefts are provided to directors and employees. Equity-setled transactons are awards of shares, optons or performance rights over shares, that are provided to directors and employees in exchange for the rendering of services.

The Group measures the cost of equity setled transactons with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using either a binomial or Monte Carlo opton pricing model taking into account the terms and conditons upon which the instruments were granted. The accountng estmates and assumptons, including share price volatlity, interest rates and vestng periods would have no impact on the carrying amounts of assets and liabilites within the next annual reportng period but may impact the proft or loss and equity.

The cost of equity-setled transactons are recognized as an expense with a corresponding increase in equity over the vestng period. The cumulatve charge to proft or loss is calculated based on the grant date fair value of the award, the best estmate of the number of awards that are likely to vest and the expired porton of the vestng period. The amount recognized in proft or loss for the reportng period is the cumulatve amount calculated at each reportng date less amounts already recognized in previous reportng periods.

Share-based payment expenses are recognized over the period during which the employee provides the relevant services. This period may commence prior to the formal grant date, such as where the grantng of optons or performance rights are subject to shareholder approval. In this situaton, the entty estmates the grant date fair value of the equity instruments for the purposes of recognizing an expense for the services received during the period between service commencement date and grant date. Once the grant date has been established, the fair value of the equity instrument is

57

calculated, and the earlier estmate is revised so that the amount recognized for services received is ultmately based on the grant date fair value of the equity instruments. Where there is a diference between the estmated grant date fair value and the actual grant date fair value, adjustng entries are recognized in share-based payment expense and the share-based payment reserve.

Employee Benefts Expense

Employee benefts expenses consists of fxed annual remuneraton, short term incentves and long-term incentves. Employees receive their fxed annual remuneraton as cash. Short term incentves are payable on achievement of mutually agreed KPIs each fscal year with short term incentves being payable in either cash or by way of the issue of fully paid ordinary shares. The Company has historically paid short term incentves as cash.

At the Board’s discreton, employees are invited to partcipate in the Long-Term Incentve Program which comprises one-of grants of optons and/or performance rights, with varying vestng conditons.

Foreign Currency Gain (Loss)

Foreign currency gain (loss) results from a change in exchange rates between our functonal currency and the currency in which a foreign currency transacton is denominated.

Income Tax Beneft

The income tax expense or beneft for the reportng period is the tax payable on that period’s taxable income based on the applicable income tax rate for each jurisdicton, adjusted by the changes in deferred tax assets and liabilites atributable to temporary diferences, unused tax losses and the adjustment recognized for prior reportng periods, where applicable.

Deferred tax assets and liabilites are recognized for temporary diferences at the tax rates expected to be applied when the assets are recovered or liabilites are setled, based on those tax rates that are enacted or substantvely enacted, except for:

•	When the deferred income tax asset or liability arises from the inital recogniton of goodwill or an asset or liability in a transacton that is not a business combinaton and that, at the tme of the transacton, afects neither the accountng nor taxable profts; or

•	When the taxable temporary diference is associated with interests in subsidiaries, associates or joint ventures, and the tming of the reversal can be controlled and it is probable that the temporary diference will not reverse in the foreseeable future.

Deferred tax assets are recognized for deductble temporary diferences and unused tax losses only if it is probable that future taxable amounts will be available to utlize those temporary diferences and losses.

The carrying amount of recognized and unrecognized deferred tax assets are reviewed at each reportng date. Deferred tax assets recognized are reduced to the extent that it is no longer probable that future taxable profts will be available for the carrying amount to be recovered. Previously unrecognized deferred tax assets are recognized to the extent that it is probable that there are future taxable profts available to recover the asset.

Deferred tax assets and liabilites are ofset only where there is a legally enforceable right to ofset current tax assets against current tax liabilites and deferred tax assets against deferred tax liabilites; and they relate to the same taxable authority on either the same taxable entty or diferent taxable enttes which intend to setle simultaneously.

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Results of Operatons for the Fiscal Years Ended June 30, 2022 and 2021

The following table sets forth a summary of our consolidated statements of proft or loss and other comprehensive income for the periods presented (in Australian dollars).

		Year Ended June 30,				
(in Australian dollars)		2022			2021			Change		
Revenue from contracts with customers	$	8,417,763		$	5,227,347		$	3,190,416		
Cost of goods and services (exclusive of depreciaton presented										
separately)		(3,005,977 )		(969,774 )		(2,036,203 )	
Administratve and other expenses		(16,736,023 )		(3,945,829 )		(12,790,194 )	
Impairment losses		—		(2,764,940 )		2,764,940		
Depreciaton and amortzaton expenses		(5,814,905 )		(1,697,754 )		(4,117,151 )	
Loss on equity investment securites at fair value through proft or										
loss		(10,951,552 )		—		(10,951,552 )	
Research and development costs		(7,040,367 )		(2,809,984 )		(4,230,383 )	
Nasdaq listng related expenses		(5,830,698 )		—		(5,830,698 )	
Share based compensaton		(20,190,538 )		(5,948,532 )		(14,242,006 )	
Employee benefts expense		(17,572,673 )		(5,837,926 )		(11,734,747 )	
Borrowing costs		(2,086,863 )		(229,394 )		(1,857,469 )	
Foreign currency gain(loss)		7,168,642			(83,943 )		7,252,585		
Other income, net		2,202,167			984,652			1,217,515		
Loss before income tax (expense) beneft		(71,441,024 )		(18,076,077 )		(53,364,947 )	
Income tax (expense) beneft		—			—			—		
Loss for the year	$	(71,441,024 )	$	(18,076,077 )	$	(53,364,947 )	
										
Other comprehensive loss for the year, net of tax										
Foreign currency translaton of foreign operatons	$	9,167,212		$	(2,101,097 )	$	11,268,309		
Total comprehensive loss for the year	$	(62,273,812	)	$	(20,177,174	)	$	(42,096,638	)	

Revenue from Contracts with Customers

Revenue from contracts with customers increased $3,190,416 to $8,417,763 for the year ended June 30, 2022, compared to $5,227,347 for the year ended June 30, 2021. The increase was primarily due to an increase in demand from existng and new customers and an increase in pricing for both business lines in our BTS segment; hardware sales increased $2,112,185 to $3,517,271, and consultng services increased $1,078,231 to $4,900,492.

The following tables present the disaggregated revenue streams for the years ended June 30, 2022 and 2021 (in Australian dollars).

			Graphite											
			Mining and			Batery			Batery					
Year Ended June 30, 2022			exploraton			Technology			Materials			Total		
Hardware sales		$	—		$	3,517,271		$	—		$	3,517,271		
Consultng sales			—			4,900,492			—			4,900,492		
Revenue from external customers		$	—		$	8,417,763		$	—		$	8,417,763		
Timing of revenue recogniton														
At a point in tme	$	—	$	3,517,271	$	—	$	3,517,271		
Over tme	$	—	$	4,900,492	$	—	$	4,900,492		

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			Graphite											
			Mining and			Batery			Batery					
Year Ended June 30, 2021			exploraton			Technology			Materials			Total		
Hardware sales		$	—		$	1,405,086		$	—		$	1,405,086		
Consultng sales			—			3,822,261			—			3,822,261		
Revenue from external customers		$	—		$	5,227,347		$	—		$	5,227,347		
Timing of revenue recogniton														
At a point in tme	$	—	$	1,405,086	$	—	$	1,405,086		
Over tme	$	—	$	3,822,261	$	—	$	3,822,261		

Cost of Goods and Services

Cost of goods and services increased $2,036,203 to $3,005,977 for the year ended June 30, 2022, compared to $969,774 for the year ended June 30, 2021. The increase was due to the growth in revenue from our hardware and consultng sales in our BTS segment as described above.

Administratve and Other Expenses

Administratve and other expenses increased $12,790,194 to $16,736,023 for the year ended June 30, 2022, compared to $3,945,829 for the year ended June 30, 2021. The increase was primarily due to an increase in insurance costs of $4,917,044 due to D&O insurance for the US listng and newly acquired NOVONIX Anode Materials (NAM) property in Chatanooga, Tennessee on July 28, 2021; an increase in occupancy expenses of $2,362,852 related to our newly acquired NAM property in Chatanooga, Tennessee; and an increase of approximately $1,596,824 in professional fees required to support the overall business as we contnue to grow and further invest in product development and capacity expansion actvites.

Impairment Losses

There was no impairment loss recognized in the year ended June 30, 2022, compared to an impairment loss of A$2,764,940 for the year ended 30 June 2021.

In the year ended June 30, 2021, we recognized an impairment loss of $2,764,940 relatng to redundant furnace technology which was replaced with new proprietary furnace technology under our strategic alliance with Harper Internatonal Corporaton. The impairment loss represents the net book value of fxed assets writen of related to the NOVONIX Anode Materials segment.

Our Directors have assessed that for the exploraton and evaluaton assets remaining in the Graphite Exploraton and Mining segment recognized at June 30, 2022, the facts and circumstances do not suggest that the carrying amount may exceed its recoverable amount.

The following table presents impairment losses recognized in the years ended June 30 and 2021 (in Australian dollars).

	Year Ended June 30,		
(in Australian dollars)	2022				2021		
Fixed assets	$	-		$	2,764,940.00		

Depreciaton and Amortzaton Expenses

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Depreciaton and amortzaton expenses increased $4,117,151 to $5,814,905 for the year ended June 30, 2022, compared to $1,697,754 for the year ended June 30, 2021. The increase was primarily due to an increase in PP&E to $151,184,196 for the year ended June 30, 2022, from $31,578,445 for the year ended June 30, 2021, which primarily related to the expansion of our producton facilites in Chatanooga, Tennessee.

Loss on equity investment securites at fair value through proft or loss

During the year ended June 30, 2022, we recognized a loss of $10,951,552 related to our equity investment in KORE Power held at fair value through proft or loss. The loss was a result of a review of the fair value of our equity investment in KORE. The key assumptons used in the fair valuaton of KORE Power at June 30, 2022 include (but were not limited to) the share price at which Novonix subscribed for equity in KORE Power, indicators of value derived from actual and proposed share transactons that the Group is aware of, and market observable inputs based on an analysis of share price movements of listed peer companies in the batery technology sector between the date of the inital investment and reportng date.

Research and Development Costs

Research and development costs increased $4,230,383 to $7,040,367 for the year ended June 30, 2022, compared to $2,809,984 for the year ended June 30, 2021. The increase was primarily due to increased investment in product and technology development for our cathode business in our BTS segment and our NOVONIX Anode Materials segment.

Nasdaq listng related expenses

Nasdaq listng related expenses was $5,830,698 for the year ended June 30, 2022, compared to zero for the year ended June 30, 2021. These expenses primarily consisted of direct and incremental legal and advisory fees related to the Company’s NASDAQ listng and the fact that these expenses were capitalized last year on the balance sheet in expectaton of an equity raise.

Share Based Compensaton

Share based compensaton increased $14,242,006 to $20,190,538 for the year ended June 30, 2022, compared to $5,948,532 for the year ended June 30, 2021. The increase was primarily due to current year grants of performance rights to key management personnel and other employees in partcipaton of the Group’s Long-Term Incentve Program (“LTIP”); and current year grants of share rights to non-executve directors.

The following table presents the compositon of share-based payments expense for the years ended June 30, 2022 and 2021 (In Australian dollars).

		Year Ended June 30,				
		2022			2021			Change		
Share based payments expense:										
Share rights granted in the current year	$	3,615,341	$	—	$	3,615,341		
Performance rights granted in the current year		15,034,334			2,952,676			12,081,658		
Performance rights granted in prior years		265,293			—		265,293		
Optons granted in prior years		1,275,570			2,995,856			(1,720,286 )	
Total share-based compensaton expense	$	20,190,538		$	5,948,532		$	14,242,006		

Employee Benefts Expense

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Employee Benefts expense increased $11,734,747 to $17,572,673 for the year ended June 30, 2022, compared to $5,837,926 for the year ended June 30, 2021. The increase was primarily driven by an increase in headcount of 84 employees, salary and bonuses increases to KMP ($1.4 million).

Borrowing Costs

Borrowing costs increased $1,857,469 to $2,086,863 for the year ended June 30, 2022, compared to $229,394 for the year ended June 30, 2021. The increase was primarily related to the increase in borrowings from the purchase of commercial land and buildings in Chatanooga, Tennessee, to expand our NAM business.

Foreign Currency Gain (Loss)

Foreign currency gain for the year ended June 30, 2022 was $7,168,642 compared to a foreign currency loss for the year ended June 30, 2021 of $83,843. Our foreign currency gain/loss fuctuates based on our exposure to transactons and balances denominated in currencies other than our functonal currency, predominantly USD transactons and their respectve rates.

Other Income, net

Other income increased $1,217,515 to $2,202,167 for the year ended June 30, 2022, compared to $984,652 for the year ended June 30, 2021. The increase was primarily due to $1,126,968 in grant funding, $824,400 of which was received from the Canada Industrial Research Assistance Program to assist in funding BTS research and development actvites; and a day-1 gain of $302,922 related to an interest-free loan facility from the Atlantc Canada Opportunites Agency (ACOA) to assist with purchasing equipment for the cathode pilot line expansion.

Results of Operatons for the Fiscal Years Ended June 30, 2021 and 2020

For a discussion of our results of operatons for the years ended June 30, 2021 and 2020, refer to Item 5.A Operatng Results, in our Registraton Statement on Form 20-F, fled with the SEC on January 6, 2022.

B.	Liquidity and Capital Resources

The liquidity and capital resources discussion that follows contains certain estmates as of the date of this Annual Report on Form 20-F of our estmated future sources and uses of liquidity (including estmated future capital resources and capital expenditures) and future fnancial and operatng results. These estmates represent prospectve fnancial informaton and refect numerous assumptons made by us with respect to industry performance, general business, economic, regulatory, market and fnancial conditons and other future events, and maters specifc to our businesses, all of which are difcult or impossible to predict and many of which are beyond our control. See “Special note regarding forward-looking statements”.

Material Cash Commitments and Contractual Maturites

The Company had commitments for payments under exploraton permits of $23,000, $13,000, and $6,000 as at June 30, 2022, June 30, 2021, and June 30, 2020, respectvely. The Company also has contractual obligatons in respect of a non-cancellable operatng lease for its producton facility “Corporate Place” in Chatanooga, Tennessee of $7,531,188. The Company has recognized a right-of-use asset for this lease. No other material commitments or contractual obligatons exist as at June 30, 2022, June 30, 2021 or June 30, 2020.

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As at June 30, 2022, the contractual maturites of the Group’s non-derivatve fnancial liabilites were as follows:

Contractual									Between			Between						Total						
maturites of																								
fnancial			Less than			6 – 12			1 and 2			2 and 5			Over			contractual			Carrying			
liabilites			6 months			months			years			years			5 years			cash fows			amount			
At June 30, 2022			A$			A$			A$			A$			A$			A$			A$			
Trade payables	$	9,479,659	$	—	$	—	$	—	$	—	$	9,479,659	$	9,479,659			
Lease liabilites	$	403,904	$	403,904	$	832,181	$	2,496,544	$	5,779,037	$	9,915,569	$	7,755,532			
Borrowings		$	1,588,618		$	1,661,129		$	3,472,057		$	10,648,817		$	50,294,010		$	67,664,631		$	53,626,542			
Total non-derivatves	$	11,472,181	$	2,065,033	$	4,304,238	$	13,145,361	$	56,073,047	$	87,059,859	$	70,861,733			

Funding Requirements

As of June 30, 2022, we had cash and cash equivalents of A$207,083,935 (US$142,624,919). The Company plans to reach synthetc graphite producton capacites of 10,000 tpa by 2023, with further targets of 40,000 tpa by 2025 and 150,000 tpa by 2030. We believe that our existng cash and cash equivalents will help support capacity expansion towards 10,000 tpa, which is expected to be completed in 2023. We have based these estmates on assumptons that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect.

Sources and Uses of Liquidity

We expect our expenses to contnue to increase in connecton with our ongoing actvites, partcularly as we contnue to acquire additonal real property and purchase additonal producton equipment associated with the manufacture of synthetc graphite. For example, on July 28, 2021, the Group purchased commercial land and buildings in Chatanooga, USA for USD $42,600,000 to expand the NAM business. The Group entered into a loan facility with PNC Real Estate for USD$30,100,000 and an interest rate of 4.09% to purchase the land and buildings. The loan has been fully drawn down as at June 30, 2022. The total liability at June 30, 2022 is USD $29,467,266 as of the date of Annual Report on Form 20-F. In additon, we expect to incur signifcant commercializaton expenses related to sales, marketng, and distributon to the extent that such sales, marketng and distributon are not the responsibility of any future customers. Further, we expect to incur additonal costs associated with operatng as a public company in the United States. We may fnd that these eforts are more expensive than we currently antcipate or that these eforts may not result in revenues, which would further increase our losses, impact our ability to repay our debt and require future capital raises to maintain the business. Accordingly, we will need to obtain substantal additonal funding in connecton with our contnuing operatons.

We believe that we will contnue to incur operatng and net losses in each fscal year untl at least the tme we begin signifcant producton of our anode materials, which is not expected to occur earlier than 2023 and may occur later or not at all. These conditons give rise to substantal doubt over our ability to contnue as a going concern. If we were not able to contnue as a going concern, or if there were contnued doubt about our ability to do so, additonal fnancing may not be available to us. See “Risk Factors—We have a history of fnancial losses and expect to incur signifcant expenses and contnuing losses in the near future.”

Untl we can generate a sufcient amount of revenue from the sale of synthetc graphite, if ever, we expect to fnance our operatng actvites through our existng liquidity, proceeds from the Phillips 66 Transacton and future fnancing actvites, including a combinaton of equity oferings, debt fnancings, collaboratons, strategic partnerships and licensing arrangements. To the extent that we raise additonal capital through the sale of equity or convertble debt securites, your ownership interest will be diluted, and the terms of these securites may include liquidaton or other preferences that adversely afect your rights as a holder of ADSs. Debt fnancing, if available, may involve agreements that include covenants limitng or restrictng our ability to take specifc actons, such as incurring additonal debt, making capital expenditures or declaring dividends. If we raise funds through collaboratons, strategic alliances or licensing arrangements with third partes, we may have to relinquish valuable rights to our technologies, intellectual property, future revenue streams or product candidates. If we are unable to raise additonal funds through fnancings when needed, we may be

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required to delay, limit, reduce or terminate our product development or future commercializaton eforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves. See “Risk Factors—We may need to obtain funding from tme to tme to fnance our growth and operatons, which may not be available on acceptable terms, or at all. If we are unable to raise capital when needed, we may be forced to delay, reduce or eliminate certain operatons, and we may be unable to adequately control their costs.”

Our present and future funding requirements will depend on many factors, including, among other things:

•	the initaton, progress, tming, and costs associated with our planned capacity expansion, including but not limited to onboarding and training producton operators, installaton of producton equipment, and installaton and commissioning of required supportng building and equipment infrastructure;

•	costs associated with expanding our organizaton, including our management infrastructure;

•	selling and marketng actvites undertaken in connecton with the commercializaton of our synthetc graphite product; and

•	the costs of operatng as a public listed company in both Australia and the United States.

Sources and Uses of Liquidity										
Cash Flows										
The following table summarizes our cash fows for the periods presented:										
		Year Ended June 30,				
(in Australian dollars)		2022			2021			2020		
Net cash outlow from operatng actvites	$	(40,353,292	)	$	(8,172,064	)	$	(5,593,516	)	
Net cash outlow from investng actvites		(147,350,457 )		(26,416,355 )		(5,502,012 )	
Net cash infow from fnancing actvites		249,320,482			132,692,546			44,001,975		
Net increase in cash and cash equivalents		61,616,733			98,104,127			32,906,447		
Efects of foreign currency		8,803,226			(247,813 )		(153,448 )	
Cash and cash equivalents at the beginning of the year		136,663,976			38,807,662			6,054,664		
Cash and cash equivalents at the end of the year	$	207,083,935		$	136,663,976		$	38,807,663		

Cash Flows from Operatng Actvites

For the year ended June 30, 2022, net cash used in operatng actvites was $40.4 million, principally atributable to $52.8 million in payments to suppliers and employees, and partally ofset by receipts of customers of $9.0 million.

Receipts from customers increased to $9.0 million in fscal year 2022 from $5.7 million in fscal year 2021, in line with increased revenues achieved by BTS.

Payments to suppliers and employees increased to $52.8 million in fscal year 2022 from $14.6 million in fscal year 2021 in line with increased cost of goods and services and also increased investment in research and development actvites, both in our BTS and NOVONIX Anode Materials businesses.

Cash Flows from Investng Actvites

For the years ended June 30, 2022, net cash used in investng actvites was $147.4 million, principally atributable to $115.4 million in payments for property, plant and equipment.

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Cash Flows from Financing Actvites

For the year ended June 30, 2022, net cash provided by fnancing actvites was $249.3 million, atributable to $208.1 million (net of issue costs) from the issuance of new ordinary shares and $45.9 million proceeds from borrowings.

For a discussion of our cash for the years ended June 30, 2021 and 2020, refer to Item 5.B Liquidity and Capital Resources, in our Registraton Statement on Form 20-F, fled with the SEC on January 6, 2022.

Emerging Growth Company Status

As a company with less than US$1.07 billion in revenue during our last fscal year, we qualify as an “emerging growth company” as defned in the JOBS Act. As an emerging growth company, we may take advantage of specifed reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:

•	exempton from the auditor atestaton requirement of Secton 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, in the assessment of our internal controls over fnancial reportng; and

•	reduced disclosure obligatons regarding executve compensaton in our periodic reports and proxy statements and (ii) exemptons from the requirements of holding a non-binding advisory vote on executve compensaton, including golden parachute compensaton.

We may take advantage of these exemptons untl such tme that we are no longer an emerging growth company. Accordingly, the informaton that we provide shareholders and holders of the ADSs may be diferent than you might obtain from other public companies. We will cease to be an emerging growth company upon the earliest to occur of (i) the last day of the fscal year in which we have more than US$1.07 billion in annual revenue; (ii) the last day of the fscal year in which we qualify as a “large accelerated fler”; (iii) the date on which we have, during the previous three-year period, issued more than US$1.0 billion in non-convertble debt securites; and (iv) the last day of the fscal year in which the ffh anniversary of the completon of our frst sale of common equity securites pursuant to an efectve registraton statement under the Securites Act.

Foreign Private Issuer Status

We are also considered a “foreign private issuer” under U.S. securites laws. In our capacity as a foreign private issuer, we are exempt from certain rules under the Securites Exchange Act of 1934, as amended, that impose certain disclosure obligatons and procedural requirements for proxy solicitatons under Secton 14 of the Exchange Act. In additon, our senior management, the members of our board of directors and our principal shareholders are exempt from the reportng and “short-swing” proft recovery provisions of Secton 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our securites. Moreover, we are not required to fle periodic reports and fnancial statements with the SEC as frequently or as promptly as U.S. companies whose securites are registered under the Exchange Act. In additon, we are not required to comply with Regulaton FD, which restricts the selectve disclosure of material informaton.

We may take advantage of these exemptons untl such tme as we are no longer a foreign private issuer. We will remain a foreign private issuer untl such tme that 50% or more of our outstanding votng securites are held by U.S. residents and any of the following three circumstances applies: (i) the majority of the members of board of directors or our senior management are U.S. citzens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States.

We have taken advantage of certain reduced reportng and other requirements in this annual report. Accordingly, the informaton contained herein may be diferent from the informaton you receive from other public companies.

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Credit Risk

The Group has no signifcant concentraton of credit risk with respect to any counterpartes or on a geographical basis. Amounts are considered as “past due” when the debt has not been setled, in line with the terms and conditons agreed between the Group and the customer to the transacton.

The Group assess impairment on trade and other receivables using the simplifed approach of the expected credit loss (ECL) model under AASB 9. Due to the minimal history of bad debt write-ofs and strong credit approval processes, the Group have determined that the incorporaton of the ECL model will not have a material efect on impairment.

The balance of receivables that remain within inital trade terms are considered to be of high credit quality.

C.	Research and Development, Patents and Licenses, Etc.

Informaton regarding our research and development and patent maters are detailed in Item 4.B. Business Overview.

D.	Trend Informaton

Our growth strategy and industry trends are detailed in Item 3. Key Informaton – B. Business Overview. The uncertaintes and material commitments such as fnancial instruments that are likely to have a material efect on our fnancial conditon are described in Item 3. Key Informaton – D. Risk Factors and Item 5. Operatng and Financial Review and Prospects – B. Liquidity and Capital resources.

E.	Critcal Accountng Estmates

Our consolidated fnancial statements are prepared in conformity with IFRS, as issued by the IASB. In preparing our consolidated fnancial statements, we make judgements, estmates and assumptons about the applicaton of our accountng policies which afect the reported amounts of assets, liabilites, revenue and expenses. Our critcal accountng judgements and sources of estmaton uncertainty are described in Note 1 to our consolidated fnancial statements, which are included elsewhere in this Annual Report.

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Item 6. Directors, Senior Management and Employees

A.	Directors and Senior Management

The following table sets forth informaton relatng to our directors and senior management as of the date of this Annual Report on Form F-20.

Name		Age		Positon	
					
Senior Management					
Christopher Burns	35		Chief Executve Ofcer	
Nicholas Liveris	38		Chief Financial Ofcer	
Rashda Butar	53		Chief Legal & Administrator Ofcer	
Non-Executve Directors					
Anthony Bellas	68		Deputy Chairman and Non-executve Director	
Robert Cooper	52		Non-executve Director	
Zhanna Golodryga(1)	67		Non-executve Director	
Andrew Liveris	68		Non-executve Director	
Robert Nater	77		Chairman and Non-executve Director	
Jean Oelwang(2)	57		Non-executve Director	

1	Ms. Golodryga was nominated in October 2021 by Phillips 66 as part of the consummaton of the Phillips 66 Transacton, which granted Phillips 66 the right to appoint one member to the Company’s board of directors. She was elected by the Company’s shareholders on November 30, 2021.

2	Ms. Oelwang was appointed to the Company's board of directors on March 2, 2022.

The business addresses for our senior management and board of directors is NOVONIX Limited, Level 38, 71 Eagle Street, Brisbane, Queensland 4000, Australia.

Senior Management

Christopher Burns

Dr. Christopher Burns is the company’s CEO. He is the founder, president and CEO of NOVONIX Batery Technology Solutons, which he co-founded in Canada in 2013, as well as CEO of NOVONIX Anode Materials. During his candidacy for his PhD at Dalhousie University, he co-developed Ultra-High-Precision-Coulometry (UHPC) technology. Dr. Burns also manages NOVONIX’s sponsorship of Dr. Mark Obrovac’s laboratory at Dalhousie University. He was also formerly a Senior Research Engineer with TESLA.

Nicholas Liveris

Mr. Nicholas Liveris is the company’s CFO. Mr. Liveris was previously the operatonal CFO for NOVONIX Anode Materials and NOVONIX Batery Technology Solutons. He has also led business development initatves for the company. Mr. Liveris has more than ten years of experience in investment banking and management consultng. He was previously a Senior Engagement Manager at McKinsey where he led transformaton programs for automotve and manufacturing companies. Before joining McKinsey, he was an Investment Banking Analyst at Merrill Lynch covering the transportaton sector.

Rashda Butar

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Ms. Rashda M. Butar is the company’s Chief Legal & Administrator Ofcer . Before joining the company in April 2021, Ms. Butar served as Senior Vice President - General Counsel & Corporate Secretary of Foresight Energy LP from 2011 to 2017. Ms. Butar served as Vice President, Associate General Counsel and Corporate Secretary of Patriot Coal Corporaton from 2007 to 2011 and Assistant General Counsel and Assistant Corporate Secretary of TALX Corporaton from 2003 to 2007. Ms. Butar received her Juris Doctor from Saint Louis University School of Law and her undergraduate degree in Russian and Eastern European Studies and Politcal Science from Saint Louis University.

Non-executve Directors

Anthony Bellas

Mr. Anthony Bellas was appointed as Deputy Chairman of the Company on November 30, 2021. Mr. Bellas previously served as Chairman of the Company since August 11, 2015. He brings over 30 years of experience in the public and private sectors. Mr. Bellas was previously CEO of the Seymour Group, one of Queensland’s largest private investment and development companies. Prior to joining the Seymour Group, Mr. Bellas held the positon of CEO of Ergon Energy, a Queensland Government-owned corporaton involved in electricity distributon and retailing. Before that, he was CEO of CS Energy, also a Queensland Government-owned corporaton and the State’s largest electricity generaton company, operatng over 3,500 MW of gas-fred and coal-fred plant at four locatons. Mr. Bellas had a long career with Queensland Treasury, achieving the positon of Deputy Under Treasurer. Mr. Bellas is also a director of Loch Exploraton Pty Ltd, Colonial Goldfelds Pty Ltd and West Bengal Resources (Australia) Pty Ltd.

Robert Cooper

Mr. Robert Cooper is a Non-executve Director of the Company. Mr. Cooper is a mining engineer with almost 30 years’ industry experience, having held leadership roles across a diverse range of commodites, both in Australia and overseas. He has a broad foundaton of operatng and technical experience in both operatons and project development. Mr. Cooper has previously held leadership positons with BHP Billiton as General Manager of Leinster Nickel Operatons within Nickel West, and as Asset President of Ekat Diamonds in Canada. He also held positons with Discovery Metals as General Manager-Operatons in Botswana and as General Manager-Development in their Brisbane ofce. Mr. Cooper is currently the CEO of Round Oak Minerals Pty Limited, a 100% owned subsidiary of the Washington H. Soul Patnson Group of companies.

Zhanna Golodryga

Ms. Zhanna Golodryga is a Non-executve Director of the Company. Ms. Golodryga is the Senior Vice President and Chief Digital and Administratve Ofcer of Phillips 66. Prior to joining Phillips 66, Ms. Golodryga served as Chief Informaton Ofcer and Senior Vice President, Services at Hess Corporaton with responsibility for managing the company’s service organizatons including global supply chain, global business transformaton program, and global ofce services, as well as informaton management, enterprise architecture, infrastructure and cybersecurity.

Ms. Golodryga was nominated in October 2021 by Phillips 66 as part of the consummaton of the Phillips 66 Transacton, which granted Phillips 66 the right to appoint one member to the Company’s Board of Directors. She was elected by the Company’s shareholders on November 30, 2021.

Andrew Liveris AO

Mr. Andrew Liveris AO is a Non-executve Director of the Company. Mr. Liveris is the former Chairman and Chief Executve Ofcer of The Dow Chemical Company and former Executve Chairman of DowDuPont. Mr. Liveris is a recognized global business leader with more than 42 years at Dow and experience in manufacturing, engineering, sales, marketng, and business and general management.

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Mr. Liveris is also a Director at IBM and Saudi Aramco, Deputy Chairman at Worley, and Chairman at Lucid Motors and the Minderoo Foundaton. He is on the advisory board of Sumitomo Mitsui Banking Corporaton, Teneo (a global CEO consultng and advisory frm), and NEOM (an initatve driven by Saudi Vision 2030). He is Chairman of the BlackRock Long Term Private Capital Fund and a Special Advisor to the Public Investment Fund. Mr. Liveris serves as a Trustee for the King Abdullah University of Science and Technology and is a member of the Concordia Leadership Council.

Robert Nater

Admiral Robert J. Nater serves as our Chairman and Non-Executve Director efectve as of November 30, 2021. He previously served as an Executve Director from September 30, 2020. He retred from actve military service in 2003 and has signifcant experience in both the government and private sectors in the North American market.

During his Navy career, Admiral Nater served as the Commander of the U.S. Seventh Fleet operatng throughout Asia and the Indian Ocean, Commander in Chief of the U.S Atlantc Fleet and the frst Commander of U.S. Fleet Forces Command, overseeing all Contnental U.S. Navy bases, facilites and training operatons. For six years untl 2018, Admiral Nater was Chairman of the U.S. Naval Academy Alumni Associaton Board of Trustees, representng about 60,000 living graduates. He currently serves on the Board of the Naval Academy Foundaton, and also served on the Boards of the Natonal Navy SEAL Museum and the Yellow Ribbon Fund.

Admiral Nater also serves on the Board of Directors of Allied Universal Security Company with over 720,000 employees world-wide. He was previously a Director of Corporate Travel Management, specializing in corporate employee travel throughout Australia, Asia, Europe, and the United States. Untl December 2020, Admiral Nater was also the Chairman of the Board of Physical Optcs Corp (POC) in Torrance, California.

Jean Oelwang

Ms. Jean Oelwang has 18 years of experience in helping to start and lead telecommunicatons companies in South Africa, Colombia, Bulgaria, Singapore, Hong Kong, Australia, and the US. This included roles in marketng, customer service, sales, and as a CEO. 

Over the last 17 years, she has been the CEO and President of Virgin Unite, the independent non-proft foundaton of the Virgin Group, helping lead the incubaton and start-up of several global initatves, many with a focus on sustainability, including: The Elders, The B Team, The Carbon War Room (merged with RMI), Ocean Unite, and The Caribbean Climate Smart Accelerator. Ms. Oelwang also worked with 25 Virgin businesses across 15 industries to help embed purpose in all they do and served as a Partner in the Virgin Group leading their people strategy. 

She is on the Advisory Council of The Elders, is a B Team leader, is the cofounder of Plus Wonder, and the author of the book Partnering. 

Advisors

Jef Dahn

Dr. Jef Dahn, 64, is a leading researcher with over 43 years of experience in the feld of lithium-ion bateries and materials who currently serves as our Chief Scientfc Advisor. Dr. Dahn obtained a B.Sc. degree in Physics from Dalhousie University in 1978 and completed his Ph.D. at the University of Britsh Columbia in 1982. Afer completng his Ph.D., Dr. Dahn worked at the Natonal Research Council of Canada (between 1982 and 1984) and at Moli Energy Limited (between 1985 and 1990), where he did pioneering work on lithium-ion batery technology. In 1990, Dr. Dahn accepted a faculty positon within the Physics department of Simon Fraser University. In 1996, Dr. Dahr returned to Dalhousie University.

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In 2016, Dahn commenced a research partnership with Tesla, which has since been extended untl 2026. Dr. Dahn is the author or co-author of over 730 refereed academic publicatons and 73 inventons with patents issued or fled.

Dr. Dahn has received a number of natonal and internatonal awards and recognitons, including the Batery Division Research Award from The Electrochemical Society in 1996, the “Technology Award” from the ECS Batery Division in 2011, the Governor General’s Innovaton Award in 2016 and the Gerhard Herzberg Gold Medal in Science and Engineering, which is regarded as Canada’s top science award, in 2017. Dr. Dahn was appointed Fellow of the Royal Society of Canada in 2001 and named an Ofcer of the Order of Canada in 2020.

Family Relatonships

Andrew Liveris, a non-executve director, is the father of the Group’s Chief Financial Ofcer, Nick Liveris.

A.	Compensaton

Overview

Our remuneraton policy is to align director and senior management objectves with shareholder and business objectves by providing a fxed remuneraton component and typically ofering short-term and long-term incentves based on key performance areas. Our board of directors believes the remuneraton policy to be appropriate and efectve in its ability to atract and retain the best executves and directors to run and manage the consolidated entty, as well as create goal congruence between directors, executves and shareholders. Our board of directors and the Remuneraton Commitee are responsible for determining the appropriate remuneraton package for our directors and senior management, including our Chief Executve Ofcer.

Remuneraton of Senior Management

Our senior management receive fxed annual remuneraton of cash salary and employee beneft coverage, short-term incentves under our annual bonus program and long-term incentves in the form of equity awards.

All senior management are eligible to receive an annual cash bonus at the end of the fnancial year subject to the executve achieving the key performance indicators set for them during the fnancial year. We reserve the right to pay any annual cash bonus in the form of fully paid ordinary shares at the sole discreton of our board of directors. For the purpose of calculatng the number of shares to be issued to the executve, the issue price of the ordinary shares is based on the 10-day volume weighted average price of ordinary shares immediately prior to the issue.

Our senior management partcipate in the Long Term Incentve Program (or “LTIP”), consistng of grants of performance rights, with varying vestng conditons. Performance rights convertble into 1,612,000 ordinary shares (in the case of our Chief Executve Ofcer), 867,831 ordinary shares (in the case of our Chief Financial Ofcer, of which 667,831 are subject to shareholder approval at the 2022 AGM), and 405,238 ordinary shares (in the case of our Chief Legal Administraton Ofcer) were awarded to senior management during the fscal year ended June 30, 2022. Performance rights convertble into 1,500,000 ordinary shares (in the case of our Chief Executve Ofcer) and 750,000 ordinary shares (in the case of our Chief Financial Ofcer) were awarded to senior management during the fscal year ended June 30, 2021.

Of the Performance rights awarded during the fscal year ended June 30, 2022, 200,000 for each of our Chief Executve Ofcer and Chief Financial Ofcer, and 37,500 for our Chief Legal Administraton ofcer, have been converted to ordinary shares.

Performance rights convertble into 1,000,000 ordinary shares were awarded to our Chief Scientfc Advisor on July 1, 2021, subject to a vestng schedule of one-quarter per year startng July 1, 2022.

No optons have been awarded to Directors or KMP during the fnancial year.

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Remuneraton of Non-executve Directors

The non-executve chairman receives cash fees of USD$106,000 per year including superannuaton. The non-executve deputy chairman receives cash fees of USD$70,000 per year including superannuaton. Other non-executve directors receive USD$50,000 per year inclusive of superannuaton. Commitee Chair fees range from USD$12,500 to USD$20,000 and Commitee Membership fees range from USD$6,750 to USD$10,000 per year inclusive of superannuaton, are also paid. Fees are reviewed annually by the board taking into account comparable roles. The current base fees were reviewed with efect from July 1, 2021.

The non-executve Directors’ fee pool is USD$600,000 (excluding share based payments).

In additon to the cash fees noted above, non-executve directors receive an annual reward of USD$110,000 of Share Rights.

Employment Agreements with Senior Management

We entered into employment agreements with our Chief Executve Ofcer, Chief Financial Ofcer and Chief Legal & Administrator Ofcer as of June 30, 2022. The employment agreements generally provide for the following remuneraton:

•	Annual base salary of US$646,800 (in the case of our Chief Executve Ofcer), US$400,000 (in the case of our Chief Financial Ofcer) and US$361,500 (in the case of our Chief Legal & Administrator Ofcer ), which is to be reviewed annually by our board of directors;

•	Annual bonus of up to 100% of base salary (in the case of our Chief Executve Ofcer and Chief Financial Ofcer) and up to 50% of base salary (in the case of our Chief Legal & Administrator Ofcer ) (which may be increased or decreased in extraordinary circumstances, in the complete discreton of the board of directors), based on the achievement of key performance indicators approved by the board of directors; and

•	Annual long-term incentve opportunity with a target value based on a number of shares with a value of US$1,796,000 (in the case of our Chief Executve Ofcer), US$526,900 (in the case of our Chief Financial Ofcer) and US$442,100 (in the case of our Chief Legal & Administrator Ofcer) for the three-year performance period commencing July 1, 2021; and an inital grant of performance rights of 150,000 shares (in the case of our Chief Legal & Administrator Ofcer) and subject to a vestng schedule of one-quarter per year startng April 22, 2022.

In the event we terminate the executve without cause or the executve terminates for good reason (as defned in the executve’s agreement), the executve will be enttled to receive the sum of twelve months of base salary and the executve’s target annual bonus for the year of terminaton, plus a prorated porton of the executve’s annual bonus for the year of terminaton (subject to achievement of the key performance indicators, unless the terminaton occurs within twelve months following a change in control) and contnuaton of health and welfare benefts for twelve months.

In additon, upon terminaton without cause or for good reason, the executve will be enttled to vestng of a porton of the executve’s outstanding long-term incentve awards, to the same extent as if the executve had contnued in employment for an additonal twelve months, and all outstanding long-term incentve awards will fully vest on the occurrence of a change in control.

In connecton with their employment agreements, our Chief Executve Ofcer, Chief Financial Ofcer and Chief Legal & Administrator Ofcer also entered into restrictve covenant agreements, which generally provide the executve will not compete with us nor solicit our customers, suppliers or employees during the term of employment and following terminaton for any reason for a period of one year.

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Remuneraton of Our Directors and Senior Management During the Fiscal Year Ended June 30, 2022

Details of the remuneraton of our non-executve directors and senior management for our fscal year ended June 30, 2022 and June 30, 2021, are set forth below.

			Fixed remuneraton			Variable remuneraton				
			Post- employment	Terminaton	Non-		Discretonary					
					monetary							
Name	Year	Cash salary	benefts	payments	benefts1	STI2	payment3	Performance/Share rights4	Optons4	Total		
Executve Directors												
P M St Baker												
(ceased 23/09/2020)	2022	—	—	—	—	—	—	—	—	—		
	2021	22,951	1,536	75,000	—	—	—	—	—	99,487		
Other key management personnel (Group)												
C Burns	2022	879,884	17,598	—	2,651	938,377	—	4,152,013	303,145	6,293,668		
	2021	365,560	—	—	—	210,000	100,000	1,590,000	1,316,122	3,581,682		
N Liveris	2022	552,588	65,712	—	—	580,320	—	2,653,536	106,693	3,958,849		
	2021	299,433	—	—	4,288	192,000	100,000	795,000	309,394	1,700,115		
R Butar												
(appointed 22/04/2021)	2022	499,374	73,499	—	—	262,232	—	681,601	—	1,516,706		
	2021	61,962	—	—	—	22,700	—	—	—	84,662		

1	Short-term benefts as per Corporatons Regulaton 2M.3.03(1) Item 6, primarily health insurance.

2	C Burns and N Liveris were both enttled to an STI equivalent to 100% of their cash salary for fscal year 2022. The amount disclosed for STI difers to the amount disclosed as cash salary due to movements in foreign currency as STI’s for fscal year 2022 have been accrued in USD and translated at the closing ASD:USD spot rate.

3	During the prior fnancial year some KMP were paid discretonary payments to refect their contributon which in the opinion of the directors is outside the scope of the ordinary dutes of their roles as KMP.

4 Performance rights, share rights and optons are expensed over the performance period, which includes the year in which the rights and optons are awarded / granted and the subsequent vestng period.

			Fixed remuneration		Non-		Variable remuneration				
			Post- employment	Termination			Discretionary	Performance/Share				
					monetary				Options2			
Name	Year	Cash salary	benefits	payments	benefits	STI	payment1	rights2		Total		
Non-executive Directors												
R Natter												
(exec from 24/9/2020 to 30/11/2021)	2022	171,543	—	—	—	—	—	2,390,000	56,522	2,618,065		
	2021	163,194	—	—	—	—	50,000	—	56,522	269,716		
A Bellas	2022	170,992	17,099	—	—	—	—	3,178,700	—	3,366,791		
	2021	71,005	6,714	—	—	—	50,000	—	—	127,719		
G A J Baynton												
(ceased 30/11/2021)	2022	31,078	3,108	—	—	—	—	328,625	—	362,811		
	2021	60,300	5,729	—	—	—	—	—	—	66,029		
R Cooper	2022	96,368	9,637	—	—	—	—	788,700	—	894,705		
	2021	71,005	6,745	—	—	—	—	—	—	77,750		
A Liveris	2022	71,083	7,108	—	—	—	—	788,700	508,697	1,375,588		
	2021	51,005	4,845	—	—	—	—	—	508,697	564,547		
Z Golodryga												
(appointed 20/10/2021)	2022	59,529	—	—	—	—	—	209,711	—	269,240		
	2021	—	—	—	—	—	—	—	—	—		
J Oelwang												
(appointed 2/3/2022)	2022	19,431	—	—	—	—	—	—	—	19,431		
	2021	—	—	—	—	—	—	—	—	—		
T St Baker												
(appointed 24/09/2020)	2022	57,365	5,736	—	—	—	—	710,905	—	774,006		
	2021	39,245	3,728	—	—	—	—	—	—	42,973		
Total KMP remuneration expensed	2022	2,609,235	199,497	—	2,651	1,780,929	—	15,882,491	975,057	21,449,860		
	2021	1,205,660	29,297	75,000	4,288	424,700	300,000	2,385,000	2,190,735	6,614,680		

1	During the prior fnancial year some KMP were paid discretonary payments to refect their contributon which in the opinion of the directors is outside the scope of the ordinary dutes of their roles as KMP.

2	Performance rights, share rights and optons are expensed over the performance period, which includes the year in which the rights and optons are awarded / granted and the subsequent vestng period.

C Hay did not receive any remuneraton in FY2021 or FY2022.

B.	Board Practces Board of Directors

Our board of directors currently consists of six members. Under our Consttuton and the ASX Listng Rules, we must hold an electon of directors each year at our annual general meetng of shareholders. A director (other than our managing director) must not hold ofce (without re-electon) past the third annual general meetng following the director’s appointment or three years, whichever is longer. If there would otherwise not be a vacancy on the board, and no director is required to retre, then the director who has been longest in ofce since last being elected must retre. The retrement

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of a director from ofce under the Consttuton and the re-electon of a director or the electon of another person to that ofce (as the case may be) takes efect at the conclusion of the meetng at which the retrement and re-electon or electon occurs.

The membership of our board of directors is directed by the following recommendatons and requirements as set forth in the Corporatons Act, the ASX Listng Rules and Corporate Governance Principles and Recommendatons, our Consttuton and our Board Charter, as applicable:

•	we rely on an exempton from the requirements that a majority of our directors be independent. The ASX Listng Rules and the Corporatons Act do not have such a requirement, although it is recommended;

•	there will be a minimum of three directors, half of our directors should be non-executve directors, and, unless shareholders in a general meetng resolve otherwise, there will be a maximum of 12 directors. The appointment of an alternate director does not count towards the total number of directors. Within those limits, our board of directors may determine the number of directors to serve on our board at any one tme;

•	the majority of our board of directors should be (but is not required to be) independent, as recommended by recommendaton 2.4 of the ASX Corporate Governance Principles and Recommendatons, which difers from the independence standards under NASDAQ corporate governance listng standards;

•	our board of directors has the power to appoint any person to be a director, either to fll a vacancy or as an additonal director (provided that the total number of directors does not exceed the maximum number of directors permited), and any director so appointed will hold ofce untl the end of the next annual general meetng when he or she must go for re-electon by way of ordinary resoluton;

•	a director may, with the approval of a majority of the board of directors, appoint a person to be that director’s alternate director for any period that director decides, whom in the appointng directors absence may exercise any power that the appointer may exercise and atend and vote in place of or on behalf of the appointng director, and will hold ofce untl the ofce of the appointng director is vacated or the alternate director’s appointment is terminated or suspended by a majority of the board of directors; and

•	our board of directors should, collectvely, have a broad range of experience, expertse, skills and contacts relevant to the Group and its business.

Our board of directors has delegated responsibility for the strategic and operatonal management of our businesses to the Chief Executve Ofcer but remains responsible for overseeing the performance of management. The principal roles and responsibilites of our board of directors include the following:

•	providing leadership and setng the strategic objectves of the Group;

•	determining the board’s compositon, including appointment and retrement or removal of the Chairman and Deputy Chairman (if applicable);
•	oversight of the Group (including its control and accountability systems);

•	appointng and removing the Chief Executve Ofcer or equivalent;

•	where appropriate, ratfying the appointment and the removal of senior executves of the Company;

•	reviewing, ratfying and monitoring the risk management framework and setng the risk appette within which the board expects management to operate;

•	approving and formulatng company strategy and policy, monitoring senior executve’s implementaton of strategy;

•	approving and monitoring operatng budgets and major capital expenditures

•	overseeing the integrity of the Group’s accountng and corporate reportng systems, including the external audit;

•	monitoring industry developments relevant to the Group and its business;

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•	developing suitable key indicators of fnancial performance for the Group and its business;

•	overseeing the Group’s corporate strategy and performance objectves developed by management;

•	overseeing the Group’s compliance with its contnuous disclosure obligatons;

•	approving the Group’s remuneraton framework;

•	monitoring the overall corporate governance of the Group (including its strategic directon and goals for management, and the achievement of these goals); and

•	oversight of commitees of the board.

Our board of directors has established delegated limits of authority, which defne the maters that are delegated to management and those that require board of director approval. Under the Corporatons Act, at least one of our directors must be a resident Australian. None of our non-executve directors have any service contracts with us that provide for benefts upon terminaton of employment. Under our Board Charter, the board of directors is required to meet at least six tmes per year.

Board Commitees

To assist with the efectve discharge of its dutes, the board of directors has established an Audit and Risk Commitee and a Remuneraton Commitee. The Audit and Risk Commitee, Remuneraton Commitee and any other commitee that is established by the board from tme to tme, operates under a charter approved by our board of directors, which sets forth the purposes and responsibilites of the commitee as well as qualifcatons for commitee membership, commitee structure and operatons and commitee reportng to the board of directors.

Audit and Risk Commitee

The members of our Audit and Risk Commitee are Mr. Anthony Bellas, Mr. Robert Cooper and Ms. Zhanna Golodryga. The chairperson of our Audit and Risk Commitee is Mr. Bellas efectve November 30, 2021. Mr. Cooper previously served as the chairperson of our Audit and Risk Commitee. Each member of our Audit and Risk Commitee can read and understand fundamental fnancial statements in accordance with applicable requirements. Mr. Bellas qualifes as an “audit commitee fnancial expert,” as such term is defned in the rules of the SEC, and Mr. Bellas and Mr. Cooper are independent, as independence is defned under SEC and Nasdaq rules applicable to foreign private issuers.

The charter for our Audit and Risk Commitee requires the commitee to consist of at least three directors, a majority of whom must be non-executve directors who should also be independent directors. The chairperson of our Audit and Risk Commitee must be an independent director and cannot be the chairperson of our board of directors. Under Rule 10A-3 of the Securites Exchange Act of 1934, as amended, all members of our Audit and Risk Commitee will be required to be independent by the one-year anniversary of the efectveness of our registraton statement on Form 20-F, which became efectve on February 1, 2022. The Audit and Risk Commitee is required to hold at least three meetngs per fnancial year.

The role of the Audit and Risk Commitee is to advise our board of directors on the establishment and maintenance of a framework of internal controls for the Group’s management and assist our board of directors with policy on the quality and reliability of fnancial informaton prepared for use by the board. Specifc responsibilites of our Audit and Risk Commitee include:

•	monitoring the establishment of an appropriate internal control framework, including informaton systems, and its operaton and considering enhancements;

•	assessing corporate risk (including economic, environmental and social sustainability risks) and compliance with internal controls;

•	overseeing business contnuity planning and risk mitgaton arrangements;

•	assessing the objectvity and performance of the internal audit functon and considering enhancements;

•	reviewing reports on any material misappropriaton, frauds and thefs from the Group;

74

•	reviewing reports on the adequacy of insurance coverage;

•	monitoring compliance with relevant legislatve and regulatory requirements (including contnuous disclosure obligatons) and declaratons by the commitee secretary in relaton to those requirements;

•	reviewing material transactons which are not a normal part of the Group’s business;

•	reviewing the nominaton, performance and independence of the external auditors, including recommendatons to the board for the appointment or removal of any external auditor and the rotaton of the audit engagement partner;

•	liaising with the external auditors and monitoring the conduct, scope and adequacy of the annual external audit;

•	reviewing management corporate reportng processes supportng external reportng, including the appropriateness of the accountng judgments or choices made by management in preparing the fnancial reports and statements;

•	reviewing fnancial statements and other fnancial informaton distributed externally, including considering whether the fnancial statements refect the understanding of the ARM Commitee and otherwise provide a true and fair view of the fnancial positon and performance of the Group;

•	preparing and recommending for approval by the Board the corporate governance statement for inclusion in the annual report or any other public document;

•	reviewing external audit reports and monitoring, where major defciencies or breakdowns in controls or procedures have been identfed, remedial acton taken by management;

•	reviewing any proposal for the external auditor to provide non-audit services and whether it might compromise the independence of the external auditor; and

•	reviewing and monitoring compliance with the Code of Conduct.

Remuneraton Commitee

The members of our Remuneraton Commitee are Mr. Anthony Bellas, Mr. Robert Cooper and Ms. Jean Oelwang. The chairperson of our Remuneraton Commitee is Mr. Cooper. The role of the Remuneraton Commitee is to advise our board of directors on remuneraton and issues relevant to remuneraton policies and practces, including for our senior management and non-executve directors. The Remuneraton Commitee is required to hold at least two regular meetngs each year. Specifc responsibilites of our Remuneraton Commitee include:

•	reviewing and evaluatng relevant market practces and trends for remuneraton relevant to the Group;

•	reviewing and making recommendatons to our board of directors for our remuneraton practces, policies and framework, including in relaton to equity-based remuneraton plans and superannuaton arrangements and the allocaton of the directors’ fee pool;

•	overseeing the performance and reviewing and making recommendatons to our board of directors for the remuneraton packages of our senior management and non-executve directors;

•	preparing for our board of directors any report that may be required under applicable legal or regulatory requirements about remuneraton maters and reviewing our reportng and disclosure practces in relaton to the remuneraton of our senior management and non-executve directors; and

•	reviewing, making recommendatons to our board of directors on remuneraton by gender and other diversity criteria, reportng to our board of directors as necessary to facilitate compliance with our diversity policy, and reviewing and reportng to the board, at least annually, on the proporton of women and men in the workforce at all levels of the Group, and their relatve levels of remuneraton.

Foreign Private Issuer Exempton

We qualify as a “foreign private issuer” as defned in Secton 405 of the Securites Act of 1933, as amended. As a foreign private issuer, we are exempt from certain rules under the Exchange Act that impose disclosure requirements as well as procedural requirements for proxy solicitatons under Secton 14 of the Exchange Act. In additon, the members of our board of directors and senior management are not subject to short-swing proft and insider trading reportng obligatons

75

under Secton 16 of the Exchange Act. They are, however, subject to the obligatons to report changes in share ownership under Secton 13 of the Exchange Act and related SEC rules, to the extent applicable.

The foreign private issuer exempton also permits us to follow home country corporate governance practces or requirements instead of certain NASDAQ listng requirements, including the following:

•	We rely on an exempton from the requirement that our independent directors meet regularly in executve sessions under NASDAQ listng rules. The ASX Listng Rules and the Corporatons Act do not require the independent directors of an Australian company to have such executve sessions.

•	We rely on an exempton from the quorum requirements applicable to meetngs of shareholders under NASDAQ listng rules. In compliance with Australian law, our Consttuton provides that two shareholders present, in person or by proxy, atorney or a representatve, shall consttute a quorum for a general meetng. NASDAQ listng rules require that an issuer provide for a quorum as specifed in its by-laws for any meetng of the holders of ordinary shares, which quorum may not be less than 33 1/3% of the outstanding votng ordinary shares.

•	We follow applicable Australian law and the ASX Listng Rules regarding prior shareholder approval in lieu of the requirement prescribed by NASDAQ listng rules that issuers obtain shareholder approval prior to the issuance of securites in connecton with certain acquisitons, private placements of securites, or the establishment or amendment of certain stock opton, purchase or other compensaton plans. Applicable Australian law and the ASX Listng Rules difer from NASDAQ requirements, with the ASX Listng Rules requiring prior shareholder approval for issuance of equity securites in a number of circumstances, including (i) issuance of equity securites exceeding 15% of our issued share capital in any 12-month period (but, in determining the 15% limit, securites issued under certain exceptons to the rule or with shareholder approval are not counted), (ii) subject to certain exceptons, issuance of equity securites to related partes (as defned in the ASX Listng Rules) and (iii) issuances of securites to directors or their associates under an employee incentve plan.

•	We maintain an Audit & Risk Commitee and a Remuneraton Commitee, but certain members may be non-independent directors; however, our full board of directors performs the responsibilites of the Nominatng and Corporate Governance Commitee. The ASX Listng Rules and the Corporatons Act do not require the establishment of a Remuneraton Commitee or a Nominatng and Corporate Governance Commitee, and if established, do not require all members to be independent directors. However, under Rule 10A-3 promulgated under the Securites Exchange Act of 1934, as amended, all members of our Audit and Risk Commitee will be required to be independent by the one-year anniversary of the efectveness of our registraton statement on Form 20-F, which became efectve on February 1, 2022. We intend to comply with this requirement.

Rule 10A-3 under the Exchange Act provides that the Audit and Risk Commitee must have direct responsibility for the nominaton, compensaton and choice of our auditors, as well as control over the performance of their dutes, management of complaints made, and selecton of consultants. Under Rule 10A-3, if the laws of a foreign private issuer’s home country require that any such mater be approved by the board of directors or the shareholders of the Company, the Audit and Risk Commitee’s responsibilites or powers with respect to such mater may instead be advisory.

We intend to take all actons necessary for us to maintain compliance as a foreign private issuer under the applicable corporate governance requirements of the Sarbanes-Oxley Act, the rules adopted by the SEC and the listng rules of NASDAQ .

Family Relatonships

Andrew Liveris, a non-executve director, is the father of the Group’s Chief Financial Ofcer, Nick Liveris.

C.	Employees

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We had 165 employees as of June 30, 2022, 94 of whom were located in the United States and 71were located in Canada. We believe we ofer our employees compettve compensaton packages and a dynamic work environment. We have generally been able to atract and retain qualifed employees and maintain a core management team. We plan to hire additonal experienced and talented employees in areas such as research and development, producton, fnance, and marketng as we grow our business.

We believe that we maintain a good working relatonship with our employees, and we have not experienced any major labor disputes.
D.	Share Ownership

The following table sets forth informaton with respect to the benefcial ownership of our ordinary shares as of June 30, 2022, for:

•	each member of our senior management;

•	each of our directors; and

•	all of our directors and senior management as a group.

To our knowledge, as of June 30, 2022, approximately 80,899,801 ordinary shares, or 16.7% of our ordinary shares, were held of record by six residents of the United States.

We have determined benefcial ownership in accordance with the rules and regulatons of the SEC, and the informaton is not necessarily indicatve of benefcial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on informaton furnished to us, that the persons and enttes named in the table below have sole votng and sole investment power with respect to all shares that they benefcially own.

Applicable percentage ownership is based on 485,951,369 ordinary shares outstanding as of June 30, 2022. In computng the number of shares benefcially owned by a person or entty and the percentage ownership of such person or entty, we deemed to be outstanding all shares subject to optons and performance rights held by the person or entty that are currently exercisable, or exercisable within 60 days of June 30, 2022. However, except as described above, we did not deem such shares outstanding for the purpose of computng the percentage ownership of any other person or entty. The informaton contained in the following table is not necessarily indicatve of benefcial ownership for any other purpose, and the inclusion of any shares in the table does not consttute an admission of benefcial ownership of those shares. Each of our shareholders is enttled to one vote per ordinary share. None of the holders of our ordinary shares have diferent votng rights from other holders of ordinary shares. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. For further informaton regarding optons to purchase ordinary shares and performance rights held by our directors and senior management, see “Management—Remuneraton.”

		Number of							
		Ordinary							
		Shares		Percentage of		
		Benefcially			Shares		
Name of Benefcial Owner		Owned		Benefcially Owned		
Mr. Andrew Liveris(1)						%		
		18,198,794		1.9			
Dr. Christopher Burns(2)	4,448,936	*				
Admiral Robert J Nater(3)	3,725,258	*				
Mr. Anthony G Bellas(4)	2,412,374	*				
Mr. Nicholas Liveris(5)	2,202,679	*				
Mr. Robert Cooper(6)	852,612	*				
Mrs. Rashda Butar(7)	37,500	*				
All directors and senior management as a group (9 persons)(8)	31,878,153	6.6 %		
							
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* Represents benefcial ownership of less than 1%.

(1)	Consists of 4,132,794 ordinary shares held by Mutual Trust Pty Ltd, an entty that manages the investment of Mr. Andrew Liveris, a member of our board of directors, in the Company, 5,000,000 ordinary shares held by Mr. Andrew Liveris benefcially. It also includes 66,000 ordinary shares issuable on the exercise of vested share rights and 9,000,000 ordinary shares issuable upon exercise of vested optons.

(2)	Consists of 3,448,936 ordinary shares held benefcially by Dr. Christopher Burns, our Chief Executve Ofcer. It also includes 1,000,000 ordinary shares issuable upon exercise of vested optons.

(3)	Consists of 1,501,724 ordinary shares held by HSBC Custody Nominees (Australia) Limited, an entty that manages the investment of Admiral Robert Nater, a member and Chairman of our board of directors, in the Company and 723,534 ordinary shares by Admiral Robert Nater benefcially. It also includes 1,500,000 ordinary shares issuable upon exercise of vested optons.

(4)	Consists of 2,077,551 ordinary shares held by Loch Exploratons Pty Ltd, and 268,823 ordinary shares held by AG Bellas Super Pty Ltd, enttes which a member and Deputy Chairman of our board of directors, Mr. Anthony Bellas, controls. It also includes 66,000 ordinary shares issuable upon exercise of vested share rights.

(5)	Consists of 1,202,679 ordinary shares held benefcially by Mr. Nicholas Liveris, our Chief Financial Ofcer. It also includes 1,000,000 ordinary shares issuable upon exercise of vested optons.

(6)	Consists of 586,612 ordinary shares held benefcially by Mr. Robert Cooper, a member of our board of directors. It also includes 200,000 ordinary shares issuable upon exercise of vested optons, and 66,000 ordinary shares issuable upon exercise of vested share rights.

(7)	Consists of 37,500 ordinary shares held benefcially by Ms Rashda Butar, our Chief Legal and Administratve Ofcer.

(8)	Ms. Golodryga and Ms. Oelwang, members of our board of directors, do not benefcially hold any ordinary shares or vested optons or share rights.

Item 7. Major Shareholders and Related Party Transactons

A.	Major Shareholders

The following table sets forth informaton with respect to the benefcial ownership of our ordinary shares as of June 30, 2022, for each person or group of afliated persons known by us to benefcially own more than 5% of our ordinary shares;

We have determined benefcial ownership in accordance with the rules and regulatons of the SEC, and the informaton is not necessarily indicatve of benefcial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on informaton furnished to us, that the persons and enttes named in the table below have sole votng and sole investment power with respect to all shares that they benefcially own.

Applicable percentage ownership is based on 485,951,369 ordinary shares outstanding as of June 30, 2022. In computng the number of shares benefcially owned by a person or entty and the percentage ownership of such person or entty, we deemed to be outstanding all shares subject to optons and performance rights held by the person or entty that are currently exercisable, or exercisable within 60 days of June 30, 2022. However, except as described above, we did not deem such shares outstanding for the purpose of computng the percentage ownership of any other person or entty. The informaton contained in the following table is not necessarily indicatve of benefcial ownership for any other purpose, and the inclusion of any shares in the table does not consttute an admission of benefcial ownership of those shares. Each of our shareholders is enttled to one vote per ordinary share. None of the holders of our ordinary shares have diferent votng rights from other holders of ordinary shares. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. For further informaton regarding optons to purchase ordinary shares and performance rights held by our directors and senior management, see “Management—Remuneraton.”

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Unless otherwise indicated, the address of each benefcial owner listed below is c/o NOVONIX Limited, Level 38, 71 Eagle Street, Brisbane, Queensland 4000, Australia.

		Number of					
		Ordinary					
		Shares		Percentage of		
		Benefcially		Shares		
Name of Benefcial Owner		Owned		Benefcially Owned		
Phillips 66 Company(1)					%		
		77,962,578		16.0			
Mr. & Mrs. Trevor C. St. Baker(2)	55,243,522	11.4 %		

(1)	In September 2021, we consummated a transacton with Phillips 66 pursuant to which Phillips 66 acquired 77,962,578 ordinary shares, representng approximately 16.2% of our outstanding ordinary shares as of September 30, 2021, for an aggregate purchase price of US$150 million. See “Business – Recent Developments.

(2)	Consists of 55,243,522 ordinary shares held by St Baker Energy Holdings Pty Ltd as trustee for the St Baker Energy Innovaton Trust, an entty Mr. Trevor St Baker, a former member of our board of directors, controls.

B.	Related Party Transactons

During the fnancial year:

a)	On November 30, 2021, 800,000 performance rights (convertble to ordinary shares on a 1:1 basis) were granted to Robert Nater, Chairman (200,000), Tony Bellas, non-executve Director (200,000), Chris Burns, CEO (200,000) and Nick Liveris, CFO (200,000). The performance rights were formally approved by shareholders at the AGM on November 30, 2021. The value of each performance right was determined to be $11.95, with a vestng date of November 30, 2021. These performance rights were converted to shares on December 14, 2021. An expense of $9,560,000 has been recognized in the year ended June 30, 2022.

b)	On November 30, 2021, the following Share rights were issued to non-executve Directors. The share rights are convertble to ordinary shares on a 1:1 basis, and vested on June 30, 2022:
(i)	Tony Bellas (Director) – 66,000 share rights
(ii)	Andrew Liveris (Director) – 66,000 share rights
(iii)	Robert Cooper (Director) – 66,000 share rights
(iv)	Trevor St Baker (Director) – 66,000 share rights
(v)	Greg Baynton (former Director) – 27,500 share rights
(vi)	Zhanna Golodryga (Director) – 17,549 share rights

c)	On January 28, 2022, 1,412,000 performance rights were granted to Chris Burns as an LTI for FY2022. The performance rights (convertble to ordinary shares on a 1:1 basis) vest on June 30, 2024. 50% of the performance rights vest subject to contnued employment, and 50% vest subject to the achievement of performance conditons.

d)	On January 28, 2022, 255,238 performance rights were granted to Rashda Butar as an LTI for FY2022. The performance rights (convertble to ordinary shares on a 1:1 basis) vest on June 30, 2024. 50% of the performance rights vest subject to contnued employment, and 50% vest subject to the achievement of performance conditons.

During the prior fnancial year:

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a)	On December 14, 2020, 2,250,000 performance rights (convertble to ordinary shares on a 1:1 basis) were granted to Chris Burns, CEO (1,500,000) and Nick Liveris, CFO (750,000). The performance rights were formally approved by shareholders at the AGM on November 17, 2020. The value of each performance right was determined to be $1.06, with a vestng date of January 4, 2021 and an expiry date of June 30, 2022. An expense of $2,044,286 has been recognized in the year ended June 30, 2021.

b)	The Group entered into a separaton agreement with Philip St Baker following his resignaton on September 23, 2020, which included the setlement of a $1,500,000 limited resource loan. Refer note 23(f).

c)	On March 16, 2021 the following performance rights were exercised and converted into fully paid ordinary shares:

i.	Greg Baynton (Director) – 300,000 performance rights
ii.	Chris Burns (CEO) – 1,800,000 performance rights
iii.	Nicholas Liveris (CFO) – 900,000 performance rights

There were no other related party transactons during the current or prior fnancial year. For details of disclosures relatng to key management personnel, refer to Note 29.

Director and Senior Management Compensaton

See “Management—Remuneraton” for informaton regarding compensaton of our senior management and directors.

Indemnifcaton Agreements

Our Consttuton provides that, to the full extent permited by law, to the extent that an ofcer is not otherwise indemnifed pursuant to any insurance coverage, we will indemnify every person who is or has been an ofcer of the company against any liability incurred by that person as an ofcer. This includes any liability incurred by that person in their capacity as an ofcer of a related body corporate.

We intend to enter into Deeds of Indemnity, Insurance and Access, or Indemnity Deeds with each a non-executve director and executve ofcer. Under the Indemnity Deeds, we will agree to indemnify (to the maximum extent permited under Australian law and our Consttuton, subject to certain specifed exceptons) each director and executve ofcer against all liabilites incurred in any capacity, including actng as an authorized representatve of NOVONIX, and any and all costs and expenses relatng to such a claim or to any notfed event incurred by such director or executve ofcer, including costs and expenses reasonably and necessarily incurred to mitgate any liability for such a claim or any claim which may arise from such a notfed event. The Indemnity Deeds will provide that the indemnites are unlimited as to amount, contnuous and irrevocable.

Separately, we intend to obtain insurance for our directors and executve ofcers, as will be required by the Indemnity Deeds.

Insofar as indemnifcaton for liabilites arising under the Securites Act may be permited to directors, ofcers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnifcaton is against public policy as expressed in the Securites Act and is therefore unenforceable.

Related Person Transacton Policy

We comply with Australian law and the rules and regulatons of the ASX regarding approval of transactons with related partes. Under Australia’s securites laws and ASX rules, transactons with directors or signifcant shareholders of the Company (or their associates) may require shareholder approval depending on the size or nature of the transacton.

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All of the transactons described above were entered into prior to the adopton of the writen policy, but our board of directors and, where necessary, our shareholders, evaluated and approved all transactons that were considered to be related party transactons under Australian law and the rules and regulatons of the ASX at the tme at which they were consummated.

C.	Interests of experts and counsel

Not applicable.

Item 8. Financial Informaton

A.	Consolidated Financial Statements and Other Financial Informaton

For a list of all fnancial statements fled as part of this annual report, see “Item 18. Financial Statements.” For informaton on our dividend policy see “Item 10.B. Memorandum and Artcles of Associaton.”

Legal Proceedings

We believe that we are currently not a party to any material legal proceedings. From tme to tme, we may become involved in legal proceedings arising in the ordinary course of our business. Such claims or legal actons, even if without merit, could result in the expenditure of signifcant fnancial and management resources and potentally result in civil liability for damages. For risks related to legal proceedings, see “Risk Factors—From tme to tme, we may be involved in litgaton, regulatory actons or government investgatons and inquiries, which could have an adverse impact on our proftability and consolidated fnancial positon,” and “Risk Factors—We may become involved in lawsuits or other proceedings to protect or enforce our intellectual property, which could be expensive, tme-consuming and unsuccessful and have a negatve efect on the success of our business.”

B.	Signifcant Changes

No signifcant change, other than as otherwise described in this Annual Report on Form 20-F, has occurred in our operatons since the date of our consolidated fnancial statements included in this Annual Report on Form 20-F.

Item 9. The Ofer and Listng

A.	Ofer and Listng Details

The principal trading market for our ordinary shares is the Australian Securites Exchange ("ASX"), on which the ordinary shares have been listed since 2015 and trade under the symbol "NVX." Our ADSs are listed and trading on NASDAQ under the symbol "NVX."

B.	Plan of Distributon

Not applicable.

C.	Markets

Our ordinary shares are publicly traded on the ASX under the symbol “NVX”.

Our ADSs, each representng four of our ordinary shares, are publicly traded on the Nasdaq Global Market under the symbol “NVX”. The Bank of New York Mellon, actng as depositary, registers and delivers the ADSs.

D.	Selling Shareholders

Not applicable.

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E.	Diluton

Not applicable.

F.	Expenses of the Issue

Not applicable.

Item 10. Additonal Informaton

A.	Share Capital

Not applicable.

B.	Memorandum and Artcles of Associaton

Informaton called for by this Item 10.B is set forth in the secton "Memorandum and Artcles of Associaton" included in Exhibit 2.3 to this annual report, fled in accordance with instructon 2(d) of the Instructons as to Exhibits of Form 20-F, and is hereby incorporated by reference thereto.

C.	Material Contracts

Except as described below or elsewhere in this annual report, all material contracts entered into by us in the past two years preceding the fling of this annual report were entered into in the ordinary course of business:

Loan Agreement with DBR Investments. In connecton with the purchase of our “Riverside” facility in Chatanooga, Tennessee (locally referred to as “Big Blue”), a subsidiary of the Company, NOVONIX 1029, LLC (“Borrower”), entered into a Loan Agreement, dated as of July 28, 2021, with DBR Investments Co. Limited (“Lender”) pursuant to which Lender made a loan in the original principal amount of $30,100,000 to Borrower, which loan is secured against the “Riverside” facility and guaranteed by the Company. The loan initally bears interest at a rate of 4.09% per annum. Borrower has agreed to certain customary covenants in connecton with the loan including, but not limited to, the incurrence of liens on any interest in the Borrower or any porton of the “Riverside” facility and incurrence of indebtedness by the Borrower.

Subscripton Agreement with Phillips 66. In connecton with the Phillips 66 Transacton, the Company entered into a Subscripton Agreement, dated as of August 9, 2021, with Philips 66 Company (the “Subscripton Agreement”). Pursuant to the Subscripton Agreement, Phillips 66 agreed to acquire 77,962,578 ordinary shares for an aggregate purchase price of US$150 million. Under the Subscripton Agreement Phillips 66 has the right to nominate one director to our Board of Directors and certain rights to be notfed of, and/or partcipate in, issuances of shares by the Company (other than distributons of shares to the Company’s shareholders on a pro rata basis).

Securites Purchase and Investors' Rights Agreements with KORE Power. The Company entered into a Securites Purchase Agreement, dated as of January 31, 2022, with KORE Power, pursuant to which the Company acquired 3,333,333 shares of KORE Power common stock at an issue price of USD$7.50 per share, representng approximately 5% of the common equity of KORE Power. The consideraton for the shares in KORE Power totaled USD$25M (ASD $35,131,550) and was setled through a combinaton of 50% cash and 50% through the issue of 1,974,723 ordinary shares in NOVONIX Limited. As contemplated in the Securites Purchase Agreement, the Company entered into an Investors' Rights Agreement, dated as of January 31, 2022, with KORE Power, pursuant to which the Company has registraton rights, informaton rights, rights to future stock issuances by KORE Power and ant-diluton rights in respect of its shares of KORE Power.

D.	Exchange Controls

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Australia has largely abolished exchange controls on investment transactons. The Australian dollar is freely convertble into U.S. dollars or other currencies. In additon, there are currently no specifc rules or limitatons regarding the export from Australia of profts, dividends, capital or similar funds belonging to foreign investors, except that certain payments to non-residents must be reported to the Australian Cash Transacton Reports Agency, which monitors such transacton, and amounts on account of potental Australian tax liabilites may be required to be withheld unless a relevant taxaton treaty can be shown to apply and under such there are either exemptons or limitatons on the level of tax to be withheld.

E.	Taxaton

The following summary of material U.S. federal income tax and Australian tax consideratons of an investment in the ADSs is based upon the federal income tax laws of the United States and regulatons promulgated thereunder and the tax laws of Australia and the regulatons promulgated thereunder, each as in efect as of the date of this annual report, all of which are subject to change or difering interpretatons, possibly with retroactve efect. This summary does not deal with all possible tax consequences relatng to an investment in the ADSs, including tax consequences under U.S. state or local tax laws, U.S. federal tax laws other than U.S. federal income tax laws, certain Australian tax laws, and the tax laws of any jurisdicton outside of the United States and Australia.

U.S. Federal Income Tax Consideratons

The following describes material U.S. federal income tax consideratons relatng to the acquisiton, ownership and dispositon of the ADSs, and the ownership and dispositon of any ordinary shares received in exchange for such ADSs from the depositary. This summary addresses these tax consideratons only for U.S. holders (as defned below) that hold ADSs, and any ordinary shares received in exchange for such ADSs from the depositary, as capital assets (generally, property held for investment).

This summary is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), existng, proposed and temporary U.S. Treasury Regulatons promulgated thereunder and administratve and judicial interpretatons thereof, in each case, as in efect on the date hereof and all of which are subject to change and to difering interpretatons, possibly with retroactve efect. Any such change or difering interpretatons could afect the tax consideratons described below. There can be no assurances that the U.S. Internal Revenue Service (the “IRS”) will not take a positon that difers from those described below or that such a positon would not be sustained by a court. We have not obtained, nor do we intend to obtain, a ruling with respect to the U.S. federal income tax consideratons of the purchase, ownership or dispositon of the ADSs or ordinary shares. Accordingly, U.S. holders should consult their tax advisors concerning the U.S. federal, state, local and non-U.S. tax consequences of acquiring, owning and disposing of the ADSs or ordinary shares in their partcular circumstances.

This summary does not address any U.S. federal tax consideratons other than U.S. federal income tax consideratons (such as estate or gif tax consideratons, the Medicare contributon tax imposed on certain net investment income, or any state, local, or non-U.S. tax consideratons).

This summary does not address all U.S. federal income tax consideratons that may be relevant to a U.S. holder based on its partcular circumstances. This summary also does not address U.S. federal income tax consideratons applicable to a U.S. holder that may be subject to special tax rules including the following:

•	banks, fnancial insttutons or insurance companies;

•	brokers, dealers or traders in securites, currencies, commodites, or notonal principal contracts;

•	tax-exempt enttes;

•	individual retrement accounts and other tax-deferred accounts;

•	real estate investment trusts or regulated investment companies;

•	persons that hold the ADSs or our ordinary shares as part of a “hedging,” “integrated,” “wash sale” or “conversion” transacton or as a positon in a “straddle” for U.S. federal income tax purposes;

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•	S corporatons, partnerships, or other pass-through enttes for U.S. federal income tax purposes and investors in such enttes;

•	former citzens or long-term residents of the United States;

•	persons that received the ADSs as compensaton;

•	persons required to accelerate the recogniton of any item of gross income as a result of any item of gross income with respect to the ADSs or our ordinary shares being taken into account in an applicable fnancial statement;

•	persons acquiring the ADSs in connecton with a trade or business conducted outside of the United States, including a permanent establishment or a fxed base in Australia;

•	persons subject to the alternatve minimum tax;

•	holders that own directly, indirectly, or constructvely, 10% or more of the votng power or value of our equity interests; and

•	holders that have a “functonal currency” other than the U.S. dollar.

Persons who hold the ADSs and fall within one of the categories above are advised to consult their tax advisor regarding the specifc U.S.
federal income tax consequences which may apply to their partcular situaton.

For the purposes of this descripton, a “U.S. holder” is a benefcial owner of the ADSs or our ordinary shares that is, for U.S. federal income tax purposes:

•	an individual who is a citzen or resident of the United States;

•	a corporaton created or organized under the laws of the United States, any state thereof or the District of Columbia;

•	an estate, the income of which is subject to U.S. federal income taxaton regardless of its source; or

•	a trust, if a court within the United States is able to exercise primary supervision over its administraton and one or more U.S. persons have the authority to control all of the substantal decisions of such trust, or if such trust has a valid electon in efect under applicable U.S. Treasury Regulatons to be treated as a U.S. person.

If an entty treated as a partnership for U.S. federal income tax purposes holds the ADSs or our ordinary shares, the U.S. federal income tax consequences relatng to an investment in the ADSs and our ordinary shares will depend in part upon the status of the partner and the actvites of the partnership. Such a partner or partnership should consult its tax advisor regarding the specifc U.S. federal income tax consideratons of acquiring, owning and disposing of the ADSs or our ordinary shares in its partcular circumstances.

U.S holders of the ADSs should consult their tax advisors as to the partcular tax consequences applicable to them relatng to the acquisiton, ownership and dispositon of the ADSs or our ordinary shares, including the applicability of U.S. federal, state and local tax laws, Australian tax laws and other non-U.S. tax laws.

ADSs. In general, for U.S. federal income tax purposes, a U.S. holder holding ADSs will be treated as the owner of the ordinary shares represented by the ADSs. Accordingly, exchanges with the depositary of ADSs for ordinary shares, and of ordinary shares for ADSs, generally will not be subject to U.S. federal income tax.

Distributons. As described under the heading “Dividend Policy,” we do not expect to make any distributons in respect of the ADSs or our ordinary shares. Subject to the discussion under “—Passive Foreign Investment Company Consideratons,” below, the gross amount of any distributon (including any amounts withheld in respect of Australian tax or in respect of fees payable to the depositary) actually or constructvely received by a U.S. holder with respect to the ADSs or our ordinary shares generally will be taxable to the U.S. holder as a dividend to the extent of the U.S. holder’s pro rata share of our current or accumulated earnings and profts as determined under U.S. federal income tax principles. Generally, distributons in excess of our current and accumulated earnings and profts will be treated as a non-taxable return of capital to the extent of the U.S. holder’s adjusted tax basis in the ADSs or our ordinary shares, and thereafer as capital

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gain from the dispositon of the ADSs or our ordinary shares. However, since we do not intend to calculate our earnings and profts under U.S. federal income tax principles, it is expected, and U.S. holders should assume, that any distributon will be reported as a dividend and will consttute ordinary dividend income to a U.S. holder. Any dividends will generally be treated as foreign source, and will not be eligible for the dividends-received deducton generally allowed to corporate U.S. holders.

Subject to the discussion under “—Passive Foreign Investment Company Consideratons,” below, dividends paid to non-corporate U.S. holders may qualify as “qualifed dividend income” eligible for the preferental rates of taxaton applicable to long-term capital gains if we are a “qualifed foreign corporaton” and certain other requirements (discussed below) are met. We generally will be considered to be a qualifed foreign corporaton (a) if we are eligible for the benefts of the Conventon between the Government of the United States of America and the Government of Australia for the Avoidance of Double Taxaton and the Preventon of Fiscal Evasion with Respect to Taxes on Income, signed on August 6, 1982, as amended and currently in force (the “U.S.-Australia Tax Treaty”), or (b) the ADSs or our ordinary shares are readily tradable on an established securites market in the United States. We have applied to have the ADSs listed on the Nasdaq Global Market, which is an established securites market in the United States, although there can be no assurance that the ADSs will be listed or remain listed on Nasdaq or be considered readily tradable on an established securites market in the United States now or in the future. In additon, we believe that we qualify as a resident of Australia for purposes of, and are eligible for the benefts of, the U.S.-Australia Tax Treaty, although there can be no assurance in this regard. Therefore, subject to the discussion under “—Passive Foreign Investment Company Consideratons,” below, any dividends on the ADSs or our ordinary shares generally will be “qualifed dividend income” in the hands of individual U.S. holders, provided that a holding period requirement (more than 60 days of ownership, without protecton from the risk of loss, during the 121-day period beginning 60 days before the ex-dividend date) and certain other requirements are met.

A U.S. holder may be able to claim as a credit against its U.S. federal income tax liability the amount of any Australian tax withheld from any dividends at a rate not exceeding an applicable rate under the U.S.-Australia Tax Treaty. Alternatvely, a U.S. holder may deduct such Australian taxes from its U.S. federal taxable income, provided that the U.S. holder elects to deduct rather than credit all foreign income taxes paid or accrued for the relevant taxable year. The rules governing U.S. foreign tax credits are complex. Each U.S. holder should consult its tax advisors regarding the foreign tax credit rules.

In general, the amount of any distributon paid to a U.S. holder in a foreign currency will be the U.S. dollar value of the foreign currency calculated by reference to the spot exchange rate on the day the depositary receives the distributon (in the case of ADSs) or on the day the distributon is received by the U.S. holder (in the case of ordinary shares), regardless of whether the foreign currency is converted into U.S. dollars at that tme. If distributons received in a foreign currency are converted into U.S. dollars on the day they are received, a U.S. holder should not be required to recognize foreign currency gain or loss in respect of the distributon. A U.S. holder that does not convert foreign currency received as a distributon on an ordinary share into U.S. dollars on the date of receipt generally will have a tax basis in such foreign currency equal to the U.S. dollar value of such foreign currency on the date of receipt. Any foreign currency gain or loss a U.S. holder recognizes on a subsequent conversion of foreign currency into U.S. dollars will be U.S. source ordinary income or loss.

As discussed below under “Item 12. Descripton of Securites Other Than Equity Securites – American Depositary Shares– Fees and Expenses”, the amount of any distributon that is paid to a U.S. holder will be reduced by certain fees that such U.S holder is required to pay to the depositary. The amount of any dividend a U.S. holder is deemed to receive and include in income for U.S. federal income tax purposes will not be reduced by the amount of any fees that are withheld, and a U.S. holder would be deemed to pay the amount of such fees to the depositary. Any such fees generally will be treated as items of investment expense which may not be deductble in the case of certain investors due to general limitatons on the deductbility of investment expenses. U.S. holders should consult their tax advisor with respect to the tax treatment of the payment of any such fees to the depositary.

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Sale or Other Taxable Dispositon. A U.S. holder generally will recognize gain or loss for U.S. federal income tax purposes upon the sale or other taxable dispositon of the ADSs or the ordinary shares in an amount equal to the diference between the U.S. dollar value of the amount realized from such dispositon and the U.S. holder’s adjusted tax basis in those ADSs or ordinary shares, determined in U.S. dollars. Subject to the discussion under “—Passive Foreign Investment Company Consideratons” below, any such gain or loss generally will be a capital gain or loss, and will be long-term capital gain or loss if the U.S. holder’s holding period for such ADSs or ordinary shares is more than one year at the tme of such dispositon. A U.S. holder’s adjusted tax basis in the ADSs or our ordinary shares generally will be equal to the cost of such ADSs or ordinary shares. Any long-term capital gain from the dispositon of the ADSs or our ordinary shares by a non-corporate U.S. holder generally is eligible for a preferental rate of taxaton. The deductbility of capital losses for U.S. federal income tax purposes is subject to limitatons. Any such gain or loss that a U.S. holder recognizes generally will be treated as U.S. source gain or loss for foreign tax credit limitaton purposes.

For a cash basis taxpayer, any units of foreign currency received on a dispositon of the ADSs or our ordinary shares that are treated as traded on an established securites market are translated into U.S. dollars at the spot exchange rate on the setlement date of the dispositon. No foreign currency exchange gain or loss will result for a cash basis taxpayer from currency fuctuatons between the trade date and the setlement date of such a dispositon.

An accrual basis taxpayer may elect the same treatment required of cash basis taxpayers with respect to dispositons of the ADSs or our ordinary shares that are traded on an established securites market, provided the electon is applied consistently from year to year. Such electon may not be changed without the consent of the IRS. For an accrual basis taxpayer who does not make such electon or if the ADSs or our ordinary shares that are not treated as traded on an established securites market, any units of foreign currency received on a dispositon of the ADSs or our ordinary shares are translated into U.S. dollars at the spot exchange rate on the trade date of the dispositon. In such case, the taxpayer may recognize exchange gain or loss based on currency fuctuatons between the trade date and the setlement date. Any foreign currency gain or loss a U.S. holder recognizes will be U.S. source ordinary income or loss.

Passive Foreign Investment Company Consideratons. Generally, we will be a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes for any taxable year in which, afer applying certain look-through rules with respect to the income and assets of our subsidiaries, either: (1) at least 75% of our gross income is “passive income” or (2) at least 50% of the average quarterly value of our total gross assets (which would generally be measured by fair market value of our assets) is atributable to assets that produce “passive income” or are held for the producton of “passive income.” For purposes of these calculatons, we will be treated as holding our proportonate share of the assets of, and receiving directly our proportonate share of the income of, any corporaton in which we directly or indirectly own at least 25% (by value) of the shares. Passive income for this purpose generally includes dividends, interest, royaltes, rents, gains from commodites and securites transactons and the excess of gains over losses from the dispositon of assets which produce passive income.

Based on our current and antcipated operatons and compositon of our assets and income, we believe that we were not a PFIC for U.S. federal income tax purposes for our tax year ended June 30, 2022, and that we should not be a PFIC for the current taxable year and currently do not expect to become a PFIC in the foreseeable future. However, the determinaton of PFIC status is a factual determinaton that must be made annually and cannot be made untl the close of a taxable year. In partcular, our PFIC status may be determined in large part based on the market price of the ADSs and our ordinary shares. The market price of the ADSs and our ordinary shares may fuctuate, and a signifcant decrease in the market price could cause us to be treated as a PFIC. Moreover, the determinaton of PFIC status depends, in part, on the applicaton of complex U.S. federal income tax rules which are subject to difering interpretatons. Accordingly, there can be no assurance that we would not be a PFIC for the current taxable year or any future taxable year.

If we are a PFIC, a U.S. holder will be subject to a special tax at ordinary income tax rates on “excess distributons,” including certain distributons by us and any gain that the U.S. holder recognizes on the sale or other dispositon of the ADSs or our ordinary shares. Distributons received by a U.S. holder (other than distributons in the frst year that a U.S. holder holds

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the ADSs or ordinary shares) in a taxable year that exceed 125% of the average annual distributons received during the shorter of the three preceding taxable years or the porton of the U.S. holder’s holding period for the ADSs or ordinary shares that precedes the taxable year of the distributon will be treated as an excess distributon. The amount of U.S. federal income tax on any excess distributons will be increased by an interest charge to compensate for the tax deferral, calculated as if the excess distributons were earned ratably over the period that the U.S. holder has held the ADSs or ordinary shares. Dividends received with respect to the ADSs or our ordinary shares will not be eligible for the preferental tax rate applicable to “qualifed dividend income” received by non-corporate U.S. holders if we are a PFIC for the taxable year of the distributon or for the preceding taxable year. Classifcaton as a PFIC may also have other adverse tax consequences. A U.S. holder may be able to mitgate certain of these adverse tax consequences if it is able to make a tmely qualifed electng fund electon (a “QEF electon”) or a mark to market electon with respect to the ADSs. However, a QEF electon may only be made by a U.S. holder if we provide such holder with certain informaton, and we do not expect to provide U.S. holders with the informaton necessary to make a QEF electon in the event we were to be a PFIC.

If we are a PFIC in any year in which a U.S. holder owns the ADSs or our ordinary shares, we would contnue to be treated as a PFIC with respect to such U.S. holder in all succeeding years during which the U.S. holder owns the ADSs or ordinary shares, regardless of whether we contnue to meet the tests described above, unless we cease to be a PFIC and the U.S. holder has made certain electons under applicable U.S. Treasury regulatons with respect to its ADSs or ordinary shares.

If a U.S. holder owns the ADSs or our ordinary shares during any taxable year in which we are a PFIC, the U.S. holder generally will be required to fle an IRS Form 8621 (Informaton Return by a Shareholder of a Passive Foreign Investment Company or Qualifed Electng Fund) with respect to the Company, generally with the U.S. holder’s U.S. federal income tax return for that year. U.S. holders should consult their tax advisor regarding any annual fling requirements.

The U.S. federal income tax rules relatng to PFICs are complex. Prospectve U.S. holders should consult their tax advisors with respect to the acquisiton, ownership and dispositon of the ADSs or our ordinary shares, the consequences to them of an investment in a PFIC, any electons available with respect to the ADSs or ordinary shares (including QEF electons and mark-to-market electons) and the IRS informaton reportng obligatons with respect to the acquisiton, ownership and dispositon of the ADSs and ordinary shares.

Backup Withholding and Informaton Reportng. U.S. holders generally will be subject to informaton reportng requirements with respect to dividends paid on the ADSs or our ordinary shares, and on the proceeds from the sale, exchange or other dispositon of the ADSs or our ordinary shares that are paid within the United States or through U.S.-related fnancial intermediaries, unless the U.S. holder is an “exempt recipient.” In additon, U.S. holders may be subject to backup withholding on such payments, unless the U.S. holder provides a correct taxpayer identfcaton number and a duly executed IRS Form W-9 or otherwise establishes an exempton. Backup withholding is not an additonal tax, and the amount of any backup withholding will be allowed as a credit against a U.S. holder’s U.S. federal income tax liability and may enttle such holder to a refund, provided that the required informaton is tmely furnished to the IRS.

Foreign Asset Reportng. Certain U.S. holders who are individuals are required to report informaton relatng to an interest in the ADSs and our ordinary shares, subject to certain exceptons (including an excepton for ADSs and ordinary shares held in accounts maintained by U.S. fnancial insttutons) by fling IRS Form 8938 (Statement of Specifed Foreign Financial Assets) with their U.S. federal income tax return. Substantal penaltes may be imposed upon a U.S. holder that fails to comply. U.S. holders should consult their tax advisors regarding their informaton reportng obligatons, if any, with respect to their ownership and dispositon of the ADSs or our ordinary shares.

THE DISCUSSION ABOVE IS A SUMMARY OF THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF AN INVESTMENT IN THE ADSs AND IS BASED UPON LAWS AND RELEVANT INTERPRETATIONS THEREOF IN EFFECT AS OF THE DATE OF THIS annual report, ALL OF WHICH ARE SUBJECT TO CHANGE OR DIFFERING INTERPRETATION, POSSIBLY WITH RETROACTIVE EFFECT. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS TAX ADVISOR ABOUT THE TAX CONSEQUENCES TO IT OF AN INVESTMENT IN THE ADSs IN LIGHT OF THE INVESTOR’S OWN CIRCUMSTANCES.

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Australian Tax Consideratons

In this secton, we discuss material Australian income tax, stamp duty and goods and services tax consideratons related to the acquisiton, ownership and disposal by the absolute benefcial owners of the ADSs or ordinary shares represented by ADSs. It is based upon existng Australian tax law and administratve practce as of the date of this annual report, which is subject to change, possibly retrospectvely. This discussion does not address all aspects of Australian tax law which may be important to partcular investors in light of their individual investment circumstances, such as ADSs or shares held by investors subject to special tax rules (for example, fnancial insttutons, insurance companies or tax exempt organizatons). In additon, this summary does not discuss any non-Australian or state tax consideratons, other than stamp duty.

Prospectve investors are urged to consult their tax advisors regarding the Australian and non-Australian income and other tax consideratons of the acquisiton, ownership and dispositon of the ADSs or shares, including before the deposit of shares with the depositary in exchange for ADSs. This summary is based upon the premise and assumpton that the holder of an ADS is not an Australian tax resident and is not carrying on business in Australia through a permanent establishment or similar taxable nexus (referred to as a “Non-Australian Holder” in this summary).

Nature of ADSs for Australian Taxaton Purposes

Prospectve investors and non-Australian holders of ADSs should obtain specialist Australian tax advice regarding their rights and obligatons under the deposit agreement with the depositary, including whether the deposit arrangement would result in the holders of an ADS being “absolutely enttled” to the underlying shares represented by the ADS for Australian taxaton purposes, especially before the prospectve investor or Non-Australian Holder takes any acton either to: (1) deposit ordinary shares to the depositary in exchange for ADSs; or (2) surrender ADSs to the depositary for cancellaton to receive the ordinary shares underlying the Non-Australian Holder's ADSs. Apart from certain aspects of the Australian tax legislaton (for example, the Australian capital gains tax and withholding tax provisions, which are discussed below), there is no express legislatve basis for disregarding “bare trusts” or similar arrangements for Australian tax purposes generally, and the Australian Taxaton Ofce has not published any binding guidance in respect of ADS arrangements.

Consistent with our understanding that the deposit agreement, which is proposed for the holders of ADSs, is on similar terms to agreements that govern ADSs in respect of other foreign private issuers, this summary proceeds on the assumpton that the deposit arrangement results in holders of ADSs being “absolutely enttled” to the underlying shares and also “presently enttled” to any dividend paid on the underlying ordinary shares. On this basis, holders of ADSs can be treated as the owners of the underlying ordinary shares for Australian capital gains tax purposes and dividends paid on the underlying ordinary shares will also be treated as dividends derived by the holders of ADSs as the persons presently enttled to those dividends.

The Australian tax implicatons of depositng shares with the depositary in exchange for ADSs will depend on the individual circumstances of the investor. Generally, for investors who hold such shares on capital account, on the basis of the assumpton regarding absolute enttlement the deposit of such shares with the depositary should not be subject to Australian capital gains tax.

Taxaton of Dividends

Australia operates a dividend imputaton system under which dividends may be declared to be “franked” to the extent they are paid out of company profts that have been subject to income tax. Fully franked dividends are not subject to dividend withholding tax. To the extent that they are unfranked, dividends payable to Non-Australian Holders will be subject to dividend withholding tax except to the extent they are declared to be “conduit foreign income”, or CFI. Dividend withholding tax will be imposed at 30%, unless a shareholder or other specifed recipient is a resident of a country with which Australia has a double taxaton treaty and qualifes for the benefts of the treaty. For example. under the provisions of the current Double Taxaton Conventon between Australia and the United States, the Australian tax withheld on

88

unfranked dividends that are not declared to be CFI paid by us to which a resident of the United States is benefcially enttled generally is limited to 15%.

However, under the Double Taxaton Conventon between Australia and the United States, if a U.S. resident company that is a Non-Australian Holder directly owns a 10% or more votng interests in Novonix, the Australian tax withheld on unfranked dividends that are not declared to be CFI paid by us to which the company is benefcially enttled is generally limited to 5%.

Character of ADSs or Shares for Australian Taxaton Purposes

The Australian tax treatment of a sale or disposal of the ADSs or underlying shares will depend on whether they are held on revenue or capital account. ADSs may be held on revenue rather than capital account, for example, where they are held by share traders or any proft arises from a proft-making undertaking or scheme entered into by the holder. Non-Australian Holders of ADSs should obtain specialist Australian tax advice regarding the characterizaton of any gain or loss on a sale or disposal of the ADSs or underlying shares as revenue or capital in nature.

Tax on Sales or other Dispositons of Shares or ADSs—Capital Gains Tax

Non-Australian Holders who are treated as the owners of the underlying shares on the basis that they are absolutely enttled to those shares will not be subject to Australian capital gains tax on the gain made on a sale or other disposal of ordinary shares, provided the shares are not “taxable Australian property.” Taxable Australian property includes “indirect Australian real property interests,” which are interests in a company where:

•	that Non-Australian Holder, together with its associates (as defned in the relevant Australian tax legislaton), holds 10% or more of that company’s issued shares, at the tme of disposal or for a 12-month period during the two years prior to disposal; and

•	more than 50% of that company’s assets held directly or indirectly, determined by reference to market value, consists of Australian real property (which includes land and leasehold interests) or Australian mining, quarrying or prospectng rights at the tme of disposal.

Australian capital gains tax applies to net capital gains at a taxpayer’s marginal tax rates. Net capital gains are calculated afer reducton for capital losses, which may only be ofset against capital gains.

If a Non-Australian Holder of ADSs was not absolutely enttled to the underlying shares, and the ADSs were held on capital account, the same principles would apply in determining whether a gain on the sale or disposal of the ADSs would be subject to Australian capital gains tax. That is, a Non-Australian Holder should not be directly subject to Australian capital gains tax on the sale or disposal of the ADSs provided the ADSs are not “taxable Australian property”.

The 50% capital gains tax discount is not available to Non-Australian Holders on gains from assets where they were non-Australian residents during the entre holding period. Companies are not enttled to a capital gains tax discount.

Broadly, where there is a disposal of “taxable Australian property,” which includes indirect Australian real property interests, the purchaser will be required to withhold and remit to the Australian Taxaton Ofce, or the ATO, 12.5% of the proceeds from the sale. A transacton is excluded from the withholding requirements in certain circumstances, including where the transacton is an on-market transacton conducted on an approved stock exchange, a securites lending arrangement, or the transacton is conducted using a broker operated crossing system. There may also be an excepton to the requirement to withhold where a Non-Australian Holder provides a declaraton that their ordinary shares are not “indirect Australian real property interests.” The Non-Australian Holder may be enttled to receive a tax credit for the tax withheld by the purchaser which they may claim in their Australian income tax return.

Tax on Sales or other Dispositons of ADSs—Revenue Account

89

Non-Australian Holders who hold their ADSs on revenue account may have the gains made on the sale or other disposal of the ADSs included in their assessable income under the ordinary income provisions of the income tax law, if the gains are sourced in Australia. In the case of gains which are ordinary income, there are no express provisions which treat holders of ADSs as the owners of the underlying shares where they are absolutely enttled to those shares.

Non-Australian Holders assessable under these ordinary income provisions in respect of gains made on ADSs held on revenue account would be assessed for such gains at the Australian tax rates for non-Australian residents, which start at a marginal rate of 32.5% for individuals and would be required to fle an Australian tax return. Some relief from Australian income tax may be available to a Non-Australian Holder who is resident of a country with which Australia has a double taxaton treaty, qualifes for the benefts of the treaty and does not, for example, derive the gain in carrying on business through a permanent establishment (or similar taxable nexus) in Australia.

To the extent an amount would be included in a Non-Australian Holder’s assessable income under both the capital gains tax provisions and the ordinary income provisions, the capital gain amount may be reduced, so that the holder may not be subject to double Australian tax on any part of the gain.

The statements under “—Tax on Sales or Other Dispositons of Shares—Capital Gains Tax” regarding a purchaser being required to withhold 12.5% tax on the acquisiton of certain taxable Australian property are also relevant where the disposal of the ADSs by a Non-Australian Holder is likely to generate gains on revenue account, rather than a capital gain.

Dual Residency

If a holder of ADSs is a resident of both Australia and another jurisdicton (such as the United States) under those countries’ domestc taxaton laws, that holder may be subject to tax as an Australian resident. If, however, the holder is determined to be a resident of that other jurisdicton for the purposes of the applicable double tax treaty (for example the Double Taxaton Conventon between the United States and Australia and qualifes for the beneft of that treaty, the Australian tax may be subject to limitaton by that double tax treaty. Holders should obtain specialist taxaton advice in these circumstances.

Stamp Duty

No Australian stamp duty is payable by Australian residents or non-Australian residents on the issue, transfer and/or surrender of the ADSs or ordinary shares, provided that the securites issued, transferred and/or surrendered do not represent 90% or more of our issued shares.

Australian Death Duty

Australia does not have estate or death dutes. As a general rule, no capital gains tax liability is realized upon the inheritance of a deceased person’s shares. The disposal of inherited shares by benefciaries may, however, give rise to a capital gains tax liability if the gain falls within the scope of Australia’s jurisdicton to tax.

Goods and Services Tax

No Australian goods and services tax will be payable on the supply of the ADSs or ordinary shares.

THE DISCUSSION ABOVE IS A SUMMARY OF THE AUSTRALIAN TAX CONSEQUENCES OF AN INVESTMENT IN OUR ORDINARY SHARES OR ADSs AND IS BASED UPON LAWS AND RELEVANT INTERPRETATIONS THEREOF IN EFFECT AS OF THE DATE OF THIS annual report, ALL OF WHICH ARE SUBJECT TO CHANGE, POSSIBLY WITH RETROACTIVE EFFECT. EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES TO IT OF AN INVESTMENT IN OUR ORDINARY SHARES OR ADSs IN LIGHT OF THE INVESTOR’S OWN CIRCUMSTANCES

F.	Dividends and Paying Agents

90

Not applicable.

G.	Statement by Experts

Not applicable.

H.	Documents on Display

We are subject to the periodic reportng and other informatonal requirements of the Securites Exchange Act of 1934, as amended (the “Exchange Act”). Under the Exchange Act, we are required to fle reports and other informaton with the SEC. Specifcally, we are required to fle annually a Form 20-F within 120 days of the end of each fscal year. Copies of reports and other informaton, when so fled, may be inspected without charge and may be obtained at prescribed rates at the public reference facilites maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents upon payment of a duplicatng fee, by writng to the SEC. Please call the SEC at 1-800-SEC-0330 for further informaton on the operaton of the public reference rooms. The SEC also maintains a website at www.sec.gov that contains reports, proxy and informaton statements, and other informaton regarding registrants that make electronic flings with the SEC using its EDGAR system. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, and ofcers, directors and principal shareholders are exempt from the reportng and short-swing proft recovery provisions contained in Secton 16 of the Exchange Act.

In additon, because our ordinary shares are traded on the ASX, we fle annual and semi-annual reports with, and furnish informaton to, the ASX, as required under the ASX Listng Rules and the Corporatons Act. Copies of our flings with the ASX can be retrieved electronically at www.asx.com.au. We also maintain a web site at www.novonixgroup.com. The informaton contained on our website or available through our website is not incorporated by reference into and should not be considered a part of this annual report on Form 20-F, and the reference to our website in this annual report on Form 20-F is an inactve textual reference only.

I.	Subsidiary Informaton

Not applicable.

Item 11. Quanttatve and Qualitatve Disclosures about Market Risk

We are exposed to a variety of risks in the ordinary course of our business, including, but not limited to, credit risk, liquidity risk and interest rate risk. We regularly assess each of these risks to minimize any adverse efects on our business as a result of those factors. For discussion and sensitvity analyses of our exposure to these risks, see note 31 to the consolidated fnancial statements included in this Annual Report.

Item 12. Descripton of Securites Other than Equity Securites

A.	Debt Securites

Not applicable.

B.	Warrants and Rights

Not applicable.

C.	Other Securites.

Not applicable.

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D.	American Depositary Shares Fees and Expenses

​	Persons depositng or withdrawing shares or ADS holders	For:		
	must pay:			
​	$5.00 (or less) per 100 ADSs (or porton of 100 ADSs)	Issuance of ADSs, including issuances resultng from a		
		distributon of shares or rights or other property		
​		Cancellaton of ADSs for the purpose of withdrawal, including		
		if the deposit agreement terminates		
				
​ $.05 (or less) per ADS	Any cash distributon to ADS holders		
	A fee equivalent to the fee that would be payable if securites	Distributon of securites distributed to holders of deposited		
​ distributed to you had been shares and the shares had been	securites (including rights) that are distributed by the		
	deposited for issuance of ADSs	depositary to ADS holders		
​ $.05 (or less) per ADS per calendar year	Depositary services		
	Registraton or transfer fees	Transfer and registraton of shares on our share register to or		
​		from the name of the depositary or its agent when you		
		deposit or withdraw shares		
​	Expenses of the depositary	Cable (including SWIFT) and facsimile transmissions (when		
		expressly provided in the deposit agreement)		
​ Convertng foreign currency to U.S. dollars			
	Taxes and other governmental charges the depositary or the			
​ custodian has to pay on any ADSs or shares underlying ADSs,			
​	such as stock transfer taxes, stamp duty or withholding taxes	As necessary		
				
​	Any charges incurred by the depositary or its agents for			
	servicing the deposited securites	As necessary		

​

The depositary collects its fees for delivery and surrender of ADSs directly from investors depositng shares or surrendering ADSs for the purpose of withdrawal or from intermediaries actng for them. The depositary collects fees for making distributons to investors by deductng those fees from the amounts distributed or by selling a porton of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deducton from cash distributons or by directly billing investors or by charging the book-entry system accounts of partcipants actng for them. The depositary may collect any of its fees by deducton from any cash distributon payable (or by selling a porton of securites or other property distributable) to ADS holders that are obligated to pay those fees. The depositary may generally refuse to provide fee-atractng services untl its fees for those services are paid.

From tme to tme, the depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment and maintenance of the ADS program, waive fees and expenses for services provided to us by the depositary or share revenue from the fees collected from ADS holders. In performing its dutes under the deposit agreement, the depositary may use brokers, dealers, foreign currency dealers or other service providers that are owned by or afliated with the depositary and that may earn or share fees, spreads or commissions.

The depositary may convert currency itself or through any of its afliates, or the custodian or we may convert currency and pay U.S. dollars to the depositary. Where the depositary converts currency itself or through any of its afliates, the depositary acts as principal for its own account and not as agent, advisor, broker or fduciary on behalf of any other person and earns revenue, including, without limitaton, transacton spreads, that it will retain for its own account. The revenue is based on, among other things, the diference between the exchange rate assigned to the currency conversion made

92

under the deposit agreement and the rate that the depositary or its afliate receives when buying or selling foreign currency for its own account. The depositary makes no representaton that the exchange rate used or obtained by it or its afliate in any currency conversion under the deposit agreement will be the most favorable rate that could be obtained at the tme or that the method by which that rate will be determined will be the most favorable to ADS holders, subject to the depositary’s obligaton to act without negligence or bad faith. The methodology used to determine exchange rates used in currency conversions made by the depositary is available upon request. Where the custodian converts currency, the custodian has no obligaton to obtain the most favorable rate that could be obtained at the tme or to ensure that the method by which that rate will be determined will be the most favorable to ADS holders, and the depositary makes no representaton that the rate is the most favorable rate and will not be liable for any direct or indirect losses associated with the rate. In certain instances, the depositary may receive dividends or other distributons from us in U.S. dollars that represent the proceeds of a conversion of foreign currency or translaton from foreign currency at a rate that was obtained or determined by us and, in such cases, the depositary will not engage in, or be responsible for, any foreign currency transactons and neither it nor we make any representaton that the rate obtained or determined by us is the most favorable rate and neither it nor we will be liable for any direct or indirect losses associated with the rate.

93

PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

Not applicable.

Item 14. Material Modifcatons to The Rights Of Security Holders And Use Of Proceeds

Not applicable.

Item 15. Controls and Procedures

(a)	Disclosure Controls and Procedures Evaluaton of Disclosure Controls and Procedures

Our management, with the partcipaton of our Chief Executve Ofcer and Chief Financial Ofcer, has evaluated the efectveness of the design and operaton of our disclosure controls and procedures as of June 30, 2022. Based upon that evaluaton and as a result of the material weaknesses described below, our Chief Executve Ofcer and Chief Financial Ofcer concluded that, as of June 30, 2022, our disclosure controls and procedures were not efectve to accomplish their objectves at the reasonable assurance level. [In light of this fact, our management has performed additonal analyses, reconciliatons, and other post-closing procedures and has concluded that, notwithstanding the material weaknesses in our internal control over fnancial reportng, the consolidated fnancial statements for the periods covered by and included in this Annual Report on Form 20-F fairly state, in all material respects, our fnancial positon, results of operatons and cash fows for the periods presented in conformity with IFRS.]

Previously-Identfed Material Weaknesses

In connecton with the preparaton of our fnancial statements as of and for the years ended 30 June 2022, and 2021, we identfed certain control defciencies in the design and implementaton of our internal control over fnancial reportng that consttuted material weaknesses. A material weakness is a defciency, or a combinaton of defciencies, in internal control over fnancial reportng such that there is a reasonable possibility that a material misstatement of our fnancial statements will not be prevented or detected on a tmely basis. Our evaluaton was based on the Commitee of Sponsoring Organizatons of the Treadway Commission (“COSO”) Internal Control — Integrated Framework (2013). The material weaknesses identfed by management relate to the following:

•	Limited personnel in our accountng and fnance functons have resulted in our inability to establish sufcient segregaton of dutes across the key business and fnancial processes of our organizaton;

•	Lack of appropriately designed, implemented and documented procedures and controls to allow us to achieve complete, accurate and tmely fnancial reportng, including controls over the preparaton and review of account reconciliatons and journal entries, and controls over informaton technology including access and program change management to ensure access to fnancial data is adequately restricted to appropriate personnel; and

•	Lack of personnel with the appropriate knowledge and experience related to SEC reportng requirements to enable us to design and maintain an efectve fnancial reportng process.

(b)	Management’s annual report on internal controls over fnancial reportng

This Annual Report does not include a report of management’s assessment regarding internal control over fnancial reportng due to a transiton period established by rules of the SEC for newly-public companies.

94

(c) Atestaton report of the registered public accountng frm

This Annual Report does not include an atestaton report of our independent registered public accountng frm due to a transiton period established by rules of the SEC for newly-public companies.

(d) Changes in internal control over fnancial reportng

During fscal 2022, there were no changes in our internal control over fnancial reportng that have materially afected, or are reasonably likely to materially afect, our internal control over fnancial reportng.

Item 16. [RESERVED]

Item 16A. Audit Commitee Financial Expert

The board of directors has determined that Mr. Anthony Bellas, the Chair of the Audit & Risk Commitee, qualifes as an “audit commitee fnancial expert,” as such term is defned in the rules of the SEC, and that Mr. Bellas is independent, as independence is defned under the rules of the SEC and NASDAQ applicable to foreign private issuers.

Item 16B. Code of Ethics

We have adopted a Code of Conduct applicable to all of our directors that is contained within our Corporate Governance Charter, which is available on our website at www.novonixgroup.com. Our Board of Directors has also adopted a code of conduct applicable to our ofcers, senior executves, employees, consultants and contractors, which is also available on our website at www.novonixgroup.com. We will post on our website all disclosures that are required by law or the listng standards of NASDAQ concerning any amendments to, or waivers from, any provision of the Code of Conduct. The reference to our website address does not consttute incorporaton by reference of the informaton contained at or available through our website, and you should not consider it to be a part of, this annual report.

Item 16C. Principal Accountant Fees and Services

Audit Fees

The informaton set forth in Note 8 to the Company's Consolidated Financial Statements included in Item 18 of this annual report is incorporated herein by reference.

Audit-Related Fees

The informaton set forth in Note 8 to the Company's Consolidated Financial Statements included in Item 18 of this annual report is incorporated herein by reference.

Tax Fees

The informaton set forth in Note 8 to the Company's Consolidated Financial Statements included in Item 18 of this annual report is incorporated herein by reference.

All Other Fees

The informaton set forth in Note 8 to the Company's Consolidated Financial Statements included in Item 18 of this annual report is incorporated herein by reference.

Pre-Approval Policies and Procedures

95

The Audit Commitee has adopted policies and procedures relatng to the approval of all audit and non-audit services that are to be performed by our independent registered public accountng frm. These policies generally provide that we will not engage our independent registered public accountng frm to render audit or non-audit services unless the service is specifcally approved in advance by the Audit Commitee or the engagement is entered into pursuant to the pre-approval procedure described below.

From tme to tme, the Audit Commitee may pre-approve specifed types of services that are expected to be provided to us by our independent registered public accountng frm during the next 12 months. Any such pre-approval is detailed as to the partcular service or type of services to be provided and is also generally subject to a maximum dollar amount. In fscal 2022, our Audit Commitee approved all of the services provided by PwC.

Item 16D. Exemptons from the Listng Standards for Audit Commitees

The Company is availing itself of the exempton from the independence standards contained in paragraph (b)(1)(iv)(A) of Exchange Act Rule 10A-3. We do not believe such reliance would materially adversely afect the ability of the audit commitee to act independently and to satsfy the other requirements of Rule 10A-3.

Item 16E. Purchases of Equity Securites by the Issuer and Afliated Purchasers

Not applicable.

Item 16F. Change in Registrant’s Certfying Accountant

Not applicable.

Item 16G. Corporate Governance

Under NASDAQ Listng Rule 5615(a)(3), a foreign private issuer, such as our company, is permited to follow certain home country corporate governance practces instead of certain provisions of the NASDAQ listng rules. A foreign private issuer electng to follow a home country practce instead of any such NASDAQ rule must submit to NASDAQ , in advance, a writen statement from an independent counsel in such issuer’s home country certfying that the issuer’s practces are not prohibited by the home country’s laws. We submited such a writen statement to NASDAQ . See “Item 6. Directors, Senior Management and Employees—C. Board Practces— Foreign Private Issuer Exempton” for a concise summary of any signifcant ways in which our corporate governance practces difer from those followed by domestc companies under the NASDAQ listng rules.

Item 16H. Mine Safety Disclosure

Not applicable.

Item 16I. Disclosure Regarding Foreign Jurisdictons that Prevent Inspectons

Not applicable.

96

PART III

Item 17. Financial Statements

The Company has elected to furnish the fnancial statements and related informaton specifed in Item 18.

Item 18. Financial Statements

The consolidated fnancial statements and related notes required by this Item 18 are included in this Annual Report on Form 20-F beginning on page F-1.

97

 
NOVONIX LIMITED

ABN 54 157 690 830

ANNUAL FINANCIAL REPORT – June 30, 2022

Financial statements		
Report of Independent Registered Public Accountng Firm (PCAOB ID Number: 1379)		
								
Consolidated statements of proft or loss and other comprehensive income	F-3	
							
Consolidated balance sheets	F-4	
						
Consolidated statements of changes in equity	F-5	
					
Consolidated statements of cash fows	F-5	
				
Notes to the consolidated fnancial statements	F-6	

These fnancial statements are consolidated fnancial statements for the Group consistng of NOVONIX Limited and its subsidiaries. A list of major subsidiaries is included in note 27.

The fnancial statements are presented in the Australian currency.

NOVONIX Limited is a Company limited by shares, incorporated and domiciled in Australia.

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of NOVONIX Limited

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of NOVONIX Limited and its subsidiaries (the “Company”) as of June 30, 2022 and 2021, and the related consolidated statements of proft or loss and other comprehensive income, of changes in equity and of cash fows for each of the three years in the period ended June 30, 2022, including the related notes (collectvely referred to as the “consolidated fnancial statements”). In our opinion, the consolidated fnancial statements present fairly, in all material respects, the fnancial positon of the Company as of June 30, 2022 and 2021, and the results of its operatons and its cash fows for each of the three years in the period ended June 30, 2022 in conformity with Internatonal Financial Reportng Standards as issued by the Internatonal Accountng Standards Board.

Substantal Doubt about the Company’s Ability to Contnue as a Going Concern

The accompanying consolidated fnancial statements have been prepared assuming that the Company will contnue as a going concern. As discussed in Note 1 to the consolidated fnancial statements, the Company has incurred recurring losses from operatons, incurred cash outlows from operatng actvites and remains dependent upon raising additonal funding to fnance its ongoing expansionary actvites that raise substantal doubt about its ability to contnue as a going concern. Management's plans in regard to these maters are also described in Note 1. The consolidated fnancial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated fnancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated fnancial statements based on our audits. We are a public accountng frm registered with the Public Company Accountng Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securites laws and the applicable rules and regulatons of the Securites and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated fnancial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated fnancial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated fnancial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated fnancial statements. Our audits also included evaluatng the accountng principles used and signifcant estmates made by management, as well as evaluatng the overall presentaton of the consolidated fnancial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers

Brisbane, Australia

August 31, 2022

We have served as the Company's auditor since 2018.

F-2

Consolidated statements of profit or loss and other comprehensive income for the years ended June 30, 2022, 2021 and 2020

(in Australian dollars)					Year Ended June 30,					
	Notes		2022				2021			2020			
Revenue from contracts with customers	3	$	8,417,763			$	5,227,347		$	4,253,435			
Cost of goods and services (exclusive of depreciaton													
presented separately)			(3,005,977 )			(969,774 )		(1,245,187 )		
Administratve and other expenses	5		(16,736,023 )			(3,945,829 )		(2,739,398 )		
Impairment losses			—			(2,764,940 )		—		
Depreciaton and amortzaton expenses			(5,814,905 )			(1,697,754 )		(1,380,303 )		
Loss on equity investment securites at fair value													
through proft or loss			(10,951,552 )			—		—		
Research and development costs			(7,040,367 )			(2,809,984 )		(2,423,546 )		
Nasdaq listng related expenses			(5,830,698 )			—		—		
Share based compensaton	28		(20,190,538 )			(5,948,532 )		(7,558,953 )		
Employee benefts expense			(17,572,673 )			(5,837,926 )		(4,072,223 )		
Borrowing costs	5		(2,086,863 )			(229,394 )		(5,330,961 )		
Foreign currency gain(loss)			7,168,642				(83,943 )		(376,267 )		
Other income, net	4		2,202,167				984,652			844,877			
Loss before income tax (expense) beneft			(71,441,024 )			(18,076,077 )		(20,028,526 )		
Income tax (expense) beneft	6		—				—			—			
Loss for the year			(71,441,024 )			(18,076,077 )		(20,028,526 )		
													
Other comprehensive loss for the year, net of tax													
Foreign currency translaton of foreign operatons			9,167,212				(2,101,097 )		550,243			
Total comprehensive loss for the year			(62,273,812	)			(20,177,174	)		(19,478,283	)		
Loss per share atributable to the ordinary equity holders -													
													
basic and diluted		$	(0.15 )	$	(0.05 )	$	(0.15 )		
Weighted average shares outstanding - basic and diluted			464,437,628				366,289,024			135,918,095			

The above consolidated statements of proft or loss and other comprehensive income should be read in conjuncton with the accompanying notes.

F-3

Consolidated balance sheets

As at June 30, 2022 and 2021

(in Australian dollars)			June 30,			
	Notes		2022			2021		
ASSETS								
Current assets								
Cash and cash equivalents	10	$	207,083,935		$	136,663,976		
Trade and other receivables	11		3,558,016			2,042,963		
Inventory	14		2,716,143			2,780,373		
Prepayments	12		7,356,917			2,538,207		
Escrow reserves	13		14,639,419			—	
Total current assets			235,354,430			144,025,519		
Non-current assets								
Property, plant and equipment	15		151,184,196			31,578,445		
Financial assets at fair value through proft or loss	16		24,179,998			—	
Right-of-use assets	21		7,443,048			7,406,943		
Exploraton and evaluaton assets	17		3,218,228			3,108,073		
Intangible assets and goodwill	18		17,938,868			16,581,709		
Other assets			242,634			156,584		
Total non-current assets			204,206,972			58,831,754		
Total assets		$	439,561,402		$	202,857,273		
LIABILITIES								
Current liabilites								
Trade and other payables	19	$	9,479,659		$	4,356,556		
Other liabilites	3		3,938			310,102		
Lease liabilites	21		489,846			410,792		
Borrowings	22		1,474,090			277,060		
Total current liabilites			11,447,533			5,354,510		
Non-current liabilites								
Other liabilites	20		4,352,412			—	
Lease liabilites	21		7,265,686			7,120,396		
Borrowings	22		52,152,452			5,986,565		
Total non-current liabilites			63,770,550			13,106,961		
Total liabilites			75,218,083			18,461,471		
Net assets			364,343,319			184,395,802		
EQUITY								
Contributed equity	23		458,677,068			233,196,507		
Reserves	24		59,040,536			33,132,556		
Accumulated losses			(153,374,285 )		(81,933,261 )	
Total equity		$	364,343,319		$	184,395,802		

The above consolidated balance sheets should be read in conjuncton with the accompanying notes.

F-4

Consolidated statements of changes in equity For the years ended June 30, 2022, 2021 and 2020

										Reserves								
																		
							Share based			Foreign		Convertble					
										currency							
	Contributed		Accumulated	payments		translaton			loan note		Total Equity		
Consolidated Group (in Australian dollars)		equity			losses	reserve			reserve			reserve				
Balance at June 30, 2019	$	38,163,405		$	(43,828,658 )		$ 15,258,956		$	950,004		$	5,229,071		$	15,772,778		
Loss for the year																(20,028,52		
		—			(20,028,526 )		—			—			—			6 )		
Other comprehensive income		—			—	—			550,243			—			550,243		
Total comprehensive (loss)/income																(19,478,28		
		—			(20,028,526 )		—			550,243			—			3 )		
Transactons with owners in their capacity as owners:																		
Contributons of equity, net of transacton costs		61,688,105			—	—			—			—			61,688,105		
Equity component of convertble notes, net of transacton costs		—			—	—			—			990,741			990,741		
Share-based payments		—			—	7,558,952			—			—			7,558,952		
Balance at June 30, 2020	$	99,851,510		$	(63,857,184 )		$ 22,817,908		$	1,500,247		$	6,219,812		$	66,532,293		
Loss for the year																(18,076,07		
		—			(18,076,077 )		—			—			—			7 )		
Other comprehensive loss		—			—	—			(2,101,097 )			—			(2,101,097 )		
Total comprehensive loss																(20,177,17		
					(18,076,077 )		—			(2,101,097 )			—			4 )		
Transactons with owners in their capacity as owners:																		
Contributons of equity, net of transacton costs (note 23(b))		131,844,99			—	—			—			—			131,844,99		
		7													7		
Setlement of limited recourse loan (note 23(j))		1,500,000			—	(1,252,846 )			—			—			247,154		
Share-based payments		—			—		5,948,532			—			—			5,948,532		
Balance at June 30, 2021	$	233,196,50	$	(81,933,261 )		$ 27,513,594	$	(600,850 )	$	6,219,812	$	184,395,80		
		7										2		
Loss for the year																(71,441,02		
		—			(71,441,024 )		—			—			—			4 )		
Other comprehensive Income		—			—	—			9,167,212			—			9,167,212		
																(62,273,81		
Total comprehensive loss		—			(71,441,024 )		—			9,167,212			—			2 )		
Transactons with owners in their capacity as owners:																		
Contributons of equity, net of transacton costs (note 23(b))		225,480,56			—	—			—			—			225,480,56		
		1													1		
Share-based payments		—			—	16,740,768			—			—			16,740,768		
		458,677,06			(153,374,28											364,343,31		
Balance at June 30, 2022	$	8	$	5 )		$ 44,254,362	$	8,566,362	$	6,219,812	$	9		

The above consolidated statements of changes in equity should be read in conjuncton with the accompanying notes.

F-5

Consolidated statements of cash flows

For the years ended June 30, 2022, 2021 and 2020

(in Australian dollars)				Year Ended June 30,				
			2022			2021			2020		
	Notes										
Cash fows from operatng actvites											
Receipts from customers (inclusive of consumpton tax)		$	9,033,341		$	5,724,549		$	3,542,286		
Payments to suppliers and employees (inclusive of consumpton											
tax)			(52,830,063 )		(14,555,132 )		(9,748,626 )	
Interest received			11,471			35,066			723		
Payment of borrowing costs			(2,022,565 )		(227,789 )		(232,055 )	
Government grants received			5,454,524			851,242			844,155		
Net cash outlow from operatng actvites	26		(40,353,292	)		(8,172,064	)		(5,593,517	)	
Cash fows from investng actvites											
Payments for exploraton assets			(102,155 )		(117,635 )		(146,196 )	
Payment of escrow funds			(20,033,245 )		—		—	
Proceeds from release of escrow funds			6,111,305			—		—	
Payments for investments	16		(17,615,757 )		—		—	
Payments for intangibles			(38,198 )		—		—	
Payments for security deposits			(209,455 )		(134,250 )		(16,369 )	
Payments for property, plant and equipment			(115,462,952 )		(26,164,470 )		(5,339,448 )	
											
Net cash outlow from investng actvites			(147,350,457 )		(26,416,355 )		(5,502,012 )	
Cash fows from fnancing actvites											
Proceeds on issue of shares			208,290,142			136,818,667			45,845,239		
Payment of share issue expenses			(190,374 )		(7,908,866 )		(1,308,596 )	
Payment of withholding tax - Performance Rights	28		(3,426,420 )		—		—	
Proceeds from borrowings			45,863,821			4,059,714			6,603,722		
Principal elements of lease repayments			(425,506 )		(190,426 )		(141,968 )	
Repayment of borrowings			(791,181 )		(86,543 )		(6,996,422 )	
Net cash infow from fnancing actvites			249,320,482			132,692,546			44,001,975		
Net increase in cash and cash equivalents			61,616,733			98,104,127			32,906,446		
Efects of foreign currency			8,803,226			(247,813 )		(153,448 )	
Cash and cash equivalents at the beginning of the year			136,663,976			38,807,662			6,054,664		
Cash and cash equivalents at the end of the year	10	$	207,083,935		$	136,663,976		$	38,807,662		
											
Non–cash fnancing and investng actvites	27(b)										

The above consolidated statements of cash fows should be read in conjuncton with the accompanying notes.

F-5

Notes to the consolidated financial statements for the years ended June 30, 2022, 2021 and 2020 Note 1 Summary of significant accounting policies
Corporate informaton

NOVONIX Limited (“NOVONIX,” the “Company,” or the “Group”) is a batery technology and materials business that provides advanced products and mission critcal services to leading batery manufacturers, materials companies, automotve original equipment manufacturers (“OEMs”) as well as consumer electronics manufacturers at the forefront of the global electrifcaton economy.

NOVONIX was incorporated under the laws of Australia in 2012 under the name Graphitecorp Pty Limited. In 2015, the Company completed an inital public ofering of its ordinary shares and the listng of its ordinary shares on the Australian Securites Exchange, or the ASX, and changed the Company’s name to GRAPHITECORP Limited. In 2017, the Company changed its name to NOVONIX Limited.

The Company’s headquarters is located at Level 8, 46 Edward Street, Brisbane, Queensland 4000, Australia, and the Company’s registered ofce is located at Level 11, 66 Eagle Street, Brisbane Queensland, Australia.

The fnancial statements were authorized for issue by the Directors on August 31, 2022. The Directors have the power to amend and reissue the fnancial statements.

Basis of preparaton

These general-purpose fnancial statements have been prepared in accordance with Internatonal Financial Reportng Standards (”IFRS”) as issued by the Internatonal Accountng Standards Board (“IASB”). Material accountng policies adopted in the preparaton of these consolidated fnancial statements are presented below and have been consistently applied unless stated otherwise.

Except for cash fow informaton, the consolidated fnancial statements have been prepared on an accruals basis and are based on historical costs, modifed, where applicable, by the measurement at fair value of selected non-current assets, fnancial assets and fnancial liabilites.

Going concern

These consolidated fnancial statements have been prepared on a going concern basis, which contemplates contnuity of normal business actvites and the realizaton of assets and setlement of liabilites in the normal course of business.

As disclosed in these consolidated fnancial statements , the Group incurred a net loss of $71,441,024 (June 30, 2021: $18,076,077) and

net operatng cash outlows of $40,353,292 (June 30, 2021: $8,172,064) for the year ended June 30, 2022. As at June 30, 2022 the Group

has a cash balance of $207,083,935 (30 June 2021: $136,663,976) and net current assets of $223,906,897 (30 June 2021: $138,671,009).

The Group is contnuing to execute on its expansion plans of reaching producton capacity of 40,000 tonnes per year by 2025 and in order to fund these expansionary actvites, which will primarily involve signifcant capital expenditure, additonal funding beyond the existng cash balance at 30 June 2022 will be required.
The ability of the Group to contnue as a going concern is principally dependent upon one or more of the following:

F-6

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

•	the successful and proftable growth of the batery materials, batery consultng and batery technology businesses;

•	the ability of the Group to meet its cash fow forecasts; and

•	the ability of the Group to raise funds as and when necessary from either customers, governments and/or investors in the form of debt, equity and/or grant funding.

These conditons give rise to a material uncertainty which may cast signifcant doubt (or substantal doubt as contemplated by Public Company Accountng Oversight Board (“PCAOB”) standards) over the Group’s ability to contnue as a going concern.

The directors believe that the going concern basis of preparaton is appropriate as the Group has a strong history of being able to raise capital from debt and equity sources, raising $208 million in September 2021 following the investment made by Phillips 66, as well as $131 million in March and May 2021.

The Directors have considered the impact of COVID 19 and found that the pandemic has not had a signifcant efect on the Group’s ability to contnue as a going concern.

Should the Group be unable to contnue as a going concern, it may be required to realise its assets and extnguish its liabilites other than in the ordinary course of business, and at amounts that difer from those stated in these consolidated fnancial statements.

These consolidated fnancial statements do not include any adjustments relatng to the recoverability and classifcaton of recorded asset amounts or the amounts or classifcaton of liabilites and appropriate disclosures that may be necessary should the Group be unable to contnue as a going concern.

These consolidated fnancial statements were authorized for issue by the Directors on August 31, 2022. The Directors have the power to amend and reissue these consolidated fnancial statements.

Principles of consolidaton

These consolidated fnancial statements incorporate the assets and liabilites of all subsidiaries of NOVONIX Limited (‘Company’ or ‘Parent Entty’) as at June 30, 2021 and the results of all subsidiaries for the year then ended. NOVONIX Limited and its subsidiaries together are referred to in these fnancial statements as the ‘Group’.

Subsidiaries are all those enttes over which the Group has control. The Group controls an entty when the Group is exposed to, or has rights to, variable returns from its involvement with the entty and has the ability to afect those returns through its power to direct the actvites of the entty. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

Intercompany transactons, balances and unrealized gains on transactons between enttes in the Group are eliminated. Unrealized losses are also eliminated unless the transacton provides evidence of the impairment of the asset transferred.

F-7

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

Accountng policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Where equity instruments are issued in a business combinaton, the fair value of the instruments is their published market price as at the date of exchange. Transacton costs arising on the issue of equity instruments are recognized directly in equity. The consideraton transferred also includes the fair value of any asset or liability resultng from a contngent consideraton arrangement.

With limited exceptons, all identfable assets acquired and liabilites and contngent liabilites assumed in a business combinaton are measured initally at their fair values at the acquisiton date. The excess of the consideraton transferred, amount of any non-controlling interest in the acquired entty, over the net fair value of the Group's share of the identfable net assets acquired is recognized as goodwill. If the consideraton transferred of the acquisiton is less than the Group's share of the net fair value of the identfable net assets of the subsidiary, the diference is recognized as a gain in the proft and loss in the Consolidated Statement of Proft or Loss and Other Comprehensive Income, but only afer a reassessment of the identfcaton and measurement of the net assets acquired.

Where setlement of any part of the cash consideraton is deferred, the amounts payable in the future are discounted to their present value, as at the date of exchange. The discount rate used is the entty's incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent fnancier under comparable terms and conditons.

Fair value measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transacton between market partcipants at the measurement date. For some assets and liabilites, observable market transactons or market informaton is available. For other assets and liabilites, observable market transactons or market informaton might not be available. When a price for an identcal asset or liability is not observable, another valuaton technique is used. To increase consistency and comparability in fair value measurements, there are three levels of the fair value hierarchy based on the inputs used:

•	Level 1 – Inputs are unadjusted quoted prices in actve markets for identcal assets or liabilites

•	Level 2 – Inputs are inputs other than quoted prices included within Level 1, which are observable for the asset or liability either directly or indirectly

•	Level 3 – Inputs are unobservable inputs for the asset or liability

The Group recognizes transfers between levels of the fair value hierarchy at the end of the reportng period during which the change has occurred.

Income tax

The income tax expense or beneft for the period is the tax payable on that period’s taxable income based on the applicable income tax rate for each jurisdicton, adjusted by the changes in deferred tax assets and liabilites atributable to temporary diferences, unused tax losses and the adjustment recognized for prior periods, where applicable.

F-8

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

Deferred tax assets and liabilites are recognized for temporary diferences at the tax rates expected to be applied when the assets are recovered or liabilites are setled, based on those tax rates that are enacted or substantvely enacted, except for:

•	When the deferred income tax asset or liability arises from the inital recogniton of goodwill or an asset or liability in a transacton that is not a business combinaton and that, at the tme of the transacton, afects neither the accountng nor taxable profts; or

(i)

•	When the taxable temporary diference is associated with interests in subsidiaries, associates or joint ventures, and the tming of the reversal can be controlled and it is probable that the temporary diference will not reverse in the foreseeable future.

Deferred tax assets are recognized for deductble temporary diferences and unused tax losses only if it is probable that future taxable amounts will be available to utlize those temporary diferences and losses.

The carrying amount of recognized and unrecognized deferred tax assets are reviewed at each reportng date. Deferred tax assets recognized are reduced to the extent that it is no longer probable that future taxable profts will be available for the carrying amount to be recovered. Previously unrecognized deferred tax assets are recognized to the extent that it is probable that there are future taxable profts available to recover the asset.

Deferred tax assets and liabilites are ofset only where there is a legally enforceable right to ofset current tax assets against current tax liabilites and deferred tax assets against deferred tax liabilites; and they relate to the same taxable authority on either the same taxable entty or diferent taxable enttes which intend to setle simultaneously.

Revenue recogniton

Revenue from contracts with customers is recognized when control of the goods or services is transferred to the customer at an amount that refects the consideraton to which the Group expects to be enttled in exchange for those goods or services.

Sales of Goods

Revenue for the hardware is recognized at a point in tme when the hardware is delivered, the legal ttle has passed and the customer has accepted the hardware.

Consultng services

The consultng division provides batery cell design, implementaton and support services under fxed-price and variable price contracts. Revenue from providing services is recognized in the accountng period in which the services are rendered. For fxed-price contracts, revenue is recognized based on the actual service provided to the end of the reportng period as a proporton of the total services to be provided because the customer receives and uses the benefts simultaneously. This is determined based on the actual labor hours spent relatve to the total expected labor hours.

Where the contracts include multple performance obligatons, the transacton price will be allocated to each performance obligaton based on the stand-alone selling prices. Where these are not directly observable, they are estmated based on expected cost-plus margin.

Contract balances

F-9

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

Trade and other receivables

A receivable is recognized when the Group’s right to consideraton is unconditonal, which is generally when goods are delivered or services are performed, as only the passage of tme is required before payment is due.

Contract liabilites

A contract liability is the obligaton to transfer goods or services to a customer for which the Group has received consideraton (or an amount of consideraton is due) from the customer. If a customer pays consideraton before the Group transfers goods or services to the customer, a contract liability is recognized when the payment is made or the payment is due (whichever is earlier). Contract liabilites are recognized as revenue when the Group performs under the contract.

Other income

Interest

Interest income is recognized as interest accrues using the efectve interest method. This is a method of calculatng the amortzed cost of a fnancial asset and allocatng the interest income over the relevant period using the efectve interest rate, which is the rate that exactly discounts estmated future cash receipts through the expected life of the fnancial asset to the net carrying amount of the fnancial asset.

Grant revenue

Grants from government bodies are recognized at their fair value where there is a reasonable assurance that the grant will be received and the group will comply with all atached conditons.

Operatng segments

Operatng segments are presented using the ‘management approach’, where the informaton presented is on the same basis as the internal reports provided to the Chief Operatng Decision Makers (‘CODMs’). The CODMs are responsible for the allocaton of resources to operatng segments and assessing their performance.

Current and non-current classifcaton

Assets and liabilites are presented in the balance sheet based on current and non-current classifcaton.

An asset is classifed as current when: it is either expected to be realized or intended to be sold or consumed in normal operatng cycle; it is held primarily for the purpose of trading; it is expected to be realized within 12 months afer the reportng period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to setle a liability for at least 12 months afer the reportng period. All other assets are classifed as non-current.

A liability is classifed as current when: it is either expected to be setled in normal operatng cycle; it is held primarily for the purpose of trading; it is due to be setled within 12 months afer the reportng period; or there is no unconditonal right to defer the setlement of the liability for at least 12 months afer the reportng period. All other liabilites are classifed as non-current.

Deferred tax assets and liabilites are always classifed as non-current.

F-10

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

Cash and cash equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with fnancial insttutons, other short-term, highly liquid investments with original maturites of three months or less that are readily convertble to known amounts of cash and which are subject to an insignifcant risk of changes in value.

For the statement of cash fows presentaton purposes, cash and cash equivalents also includes bank overdrafs, which are shown within borrowings in current liabilites on the balance sheet.

Other receivables

Other receivables are recognized at amortzed cost, less any provision for impairment.

Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of manufactured products includes direct materials, direct labor and an appropriate proporton of variable and fxed overheads. Costs are assigned to individual items of inventory on the basis of weighted average costs.

Exploraton and evaluaton assets

Exploraton and evaluaton expenditure incurred is accumulated in respect of each identfable area of interest. Such expenditures comprise net direct costs and an appropriate porton of related overhead expenditure but do not include overheads or administraton expenditure not having a specifc nexus with a partcular area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where actvites in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves and actve or signifcant operatons in relaton to the area are contnuing.

A regular review has been undertaken on each area of interest to determine the appropriateness of contnuing to carry forward costs in relaton to that area of interest.

An impairment charge is recognized when the Directors are of the opinion that the carried forward net cost may not be recoverable or the right of tenure in the area lapses.

When producton commences, the accumulated costs for the relevant area of interest are amortzed over the life of the area according to the rate of depleton of the economically recoverable reserves.

Loan notes

Loan notes are initally measured at fair value less transacton costs.

Amortzed cost is calculated as the amount at which the loan note is measured at inital recogniton less principal repayments, and adjusted for any cumulatve amortzaton of the diference between that inital amount and the maturity amount calculated using the efectve interest method.

The efectve interest method is used to allocate interest expense over the relevant period and is equivalent to the rate that discounts estmated future cash payments over the expected life of the fnancial instrument to the net carrying amount of the fnancial liability.

F-11

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

Non-derivatve fnancial liabilites, other than fnancial guarantees, are subsequently measured at amortzed cost. Gains or losses are recognized in proft or loss through the amortzaton process and when then fnancial liability is derecognized.

Property, plant and equipment

Property, plant and equipment is stated at historical cost less accumulated depreciaton and impairment. Historical cost includes expenditure that is directly atributable to the acquisiton of the items.

Depreciaton is calculated on a straight-line basis to write of the net cost of each item of property, plant and equipment (excluding land) over their expected useful lives as follows:

Buildings

25 years

Plant and equipment

2 - 20 years

The residual values, useful lives and depreciaton methods are reviewed, and adjusted if appropriate, at each reportng date.

An item of plant and equipment is derecognized upon disposal or when there is no future economic beneft to the Group. Gains and losses between the carrying amount and the disposal proceeds are taken to proft or loss.

Trade and other payables

These amounts represent liabilites for goods and services provided to the Group prior to the end of the fnancial year and which are unpaid. Due to their short-term nature they are measured at amortzed cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recogniton.

Leases

The group leases a warehouse in Tennessee from which the NOVONIX Anode Materials business operates.

Lease terms are negotated on an individual basis and contain a wide range of diferent terms and conditons. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes.

Assets and liabilites arising from a lease are initally measured on a present value basis. Lease liabilites include the net present value of the following lease payments:

•	fxed payments (including in-substance fxed payments), less any lease incentves receivable

•	variable lease payments that are based on an index or a rate, initally measured using the index or rate as at the commencement date

•	amounts expected to be payable by the group under residual value guarantees

•	the exercise price of a purchase opton if the group is reasonably certain to exercise that opton, and

•	payments of penaltes for terminatng the lease, if the lease term refects the group exercising that opton.

Lease payments to be made under reasonably certain extension optons are also included in the measurement of the liability.

F-12

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the group, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditons.

To determine the incremental borrowing rate, the group:

•	where possible, uses recent third-party fnancing received by the individual lessee as a startng point, adjusted to refect changes in fnancing conditons since third party fnancing was received

•	uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases held by NOVONIX Limited, which does not have recent third party fnancing, and

•	makes adjustments specifc to the lease, e.g. term, country, currency and security.

The group is exposed to potental future increases in variable lease payments based on an index or rate, which are not included in the lease liability untl they take efect. When adjustments to lease payments based on an index or rate take efect, the lease liability is reassessed and adjusted against the right-of-use asset.

Lease payments are allocated between principal and fnance cost. The fnance cost is charged to proft or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Right-of-use assets are measured at cost comprising the following:

•	the amount of the inital measurement of lease liability

•	any lease payments made at or before the commencement date less any lease incentves received

•	any inital direct costs, and

•	restoraton costs.

Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. If the group is reasonably certain to exercise a purchase opton, the right-of-use asset is depreciated over the underlying asset’s useful life. The group does not revalue the right-of-use buildings held by the group.

Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets are recognized on a straight-line basis as an expense in proft or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT equipment and small items of ofce furniture.

Extension optons are included in property and equipment leases across the group. These are used to maximize operatonal fexibility in terms of managing the assets used in the group’s operatons. The extension optons held are exercisable only by the group and not by the lessor.

When the group revises its estmate of the term of any lease (because, for example, it re-assesses the probability of a lessee extension or terminaton opton being exercised), it adjusts the carrying amount of the lease liability to refect the payments to make over the revised term, which are discounted using a revised discount rate. The carrying value of lease liabilites is similarly revised when the variable element of future lease payments dependent on a rate or index is revised, except the discount rate remains unchanged. In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortzed over the remaining

F-13

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

(revised) lease term. If the carrying amount of the right-of-use asset is adjusted to zero, any further reducton is recognized in proft or loss.

When the group renegotates the contractual terms of a lease with the lessor, the accountng depends on the nature of the modifcaton:

•	if the renegotaton results in one or more additonal assets being leased for an amount commensurate with the standalone price for the additonal rights-of-use obtained, the modifcaton is accounted for as a separate lease in accordance with the above policy

•	in all other cases where the renegotated increases the scope of the lease (whether that is an extension to the lease term, or one or more additonal assets being leased), the lease liability is remeasured using the discount rate applicable on the modifcaton date, with the right-of-use asset being adjusted by the same amount

•	if the renegotaton results in a decrease in the scope of the lease, both the carrying amount of the lease liability and right-of-use asset are reduced by the same proporton to refect the partal of full terminaton of the lease with any diference recognized in proft or loss. The lease liability is then further adjusted to ensure its carrying amount refects the amount of the renegotated payments over the renegotated term, with the modifed lease payments discounted at the rate applicable on the modifcaton date. The right-of-use asset is adjusted by the same amount.

Investments and other fnancial assets

Classifcaton

The group classifes its fnancial assets in the following measurement categories:

•	those to be measured subsequently at fair value (either through OCI or through proft or loss), and

•	those to be measured at amortzed cost.

The classifcaton depends on the entty’s business model for managing the fnancial assets and the contractual terms of the cash fows.

For assets measured at fair value, gains and losses will either be recorded in proft or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the group has made an irrevocable electon at the tme of inital recogniton to account for the equity investment at fair value through other comprehensive income (FVOCI).

Recogniton and derecogniton

Regular way purchases and sales of fnancial assets are recognized on trade date, being the date on which the group commits to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash fows from the fnancial assets have expired or have been transferred and the group has transferred substantally all the risks and rewards or ownership.

Measurement

At inital recogniton, the group measures a fnancial asset at its fair value plus, in the case of a fnancial asset not at fair value through proft or loss (FVPL), transacton costs that are directly atributable to the acquisiton of the fnancial asset. Transacton costs of fnancial assets carried at FVPL are expensed in proft or loss.

F-14

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

The group subsequently measures all equity investments at fair value. Where the group’s management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassifcaton or fair value gains and losses to proft or loss following the derecogniton of the investment. Dividends from such investments contnue to be recognized in Proft or Loss as other income when the group’s right to receive payments is established.

Changes in fair value of fnancial assets at FVPL are recognized in other gains/(losses) in the Consolidated Statement of Proft or Loss and Other Comprehensive Income as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.

Employee benefts

Short-term employee benefts

Liabilites for wages and salaries, including non-monetary benefts, annual leave and long service leave expected to be setled within 12 months of the reportng date are measured at the amounts expected to be paid when the liabilites are setled.

Other long-term employee benefts

The liability for long service leave not expected to be setled within 12 months of the reportng date are measured as the present value of expected future payments to be made in respect of services provided by employees up to the reportng date using the projected unit credit method. Consideraton is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reportng date on corporate bonds with terms to maturity and currency that match, as closely as possible, the estmated future cash outlows.

Share-based payments

Equity-setled share-based compensaton benefts are provided to employees. Equity-setled transactons are awards of shares, optons or performance rights over shares, that are provided to employees in exchange for the rendering of services.

The cost of equity-setled transactons are measured at fair value on grant date. Fair value is determined using various valuaton methods including Black Scholes, Binomial and the Monte Carlo Simulaton method that takes into account the exercise price, the term of the performance right, the impact of diluton, the share price at grant date and expect price volatlity of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the performance right.

The cost of equity-setled transactons are recognized as an expense with a corresponding increase in equity over the vestng period. The cumulatve charge to proft or loss is calculated based on the grant date fair value of the award, the best estmate of the number of awards that are likely to vest and the expired porton of the vestng period. The amount recognized in proft or loss for the period is the cumulatve amount calculated at each reportng date less amounts already recognized in previous periods.

Market conditons are taken into consideraton in determining fair value. Therefore, any awards subject to market conditons are considered to vest irrespectve of whether or not that market conditon has been met, provided all other conditons are satsfed.

F-15

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

If equity-setled awards are modifed, as a minimum an expense is recognized as if the modifcaton has not been made. An additonal expense is recognized, over the remaining vestng period, for any modifcaton that increases the total fair value of the share-based compensaton beneft as at the date of modifcaton.

Share-based payment expenses are recognized over the period during which the employee provides the relevant services. This period may commence prior to the grant date. In this situaton, the entty estmates the grant date fair value of the equity instruments for the purposes of recognizing the services received during the period between service commencement date and grant date. Once the grant date has been established, the earlier estmate is revised so that the amount recognized for services received is ultmately based on the grant date fair value of the equity instruments.

If the non-vestng conditon is within the control of the Group or employee, the failure to satsfy the conditon is treated as a cancellaton. If the conditon is not within the control of the Group or employee and is not satsfed during the vestng period, any remaining expense for the award is recognized over the remaining vestng period, unless the award is forfeited.

If equity-setled awards are cancelled, it is treated as if it has vested on the date of cancellaton, and any remaining expense is recognized immediately. If a new replacement award is substtuted for the cancelled award, the cancelled and new award is treated as if they were a modifcaton.

Issued capital

Ordinary shares are classifed as equity.

Incremental costs directly atributable to the issue of new shares or optons are shown in equity as a deducton, net of tax, from the proceeds.

Impairment of Non-Financial Assets

At the end of each reportng period, the Group assesses whether there is any indicaton that an asset may be impaired. The assessment will include the consideraton of external and internal sources of informaton, including dividends received from subsidiaries, associates or joint ventures deemed to be out of pre-acquisiton profts. If such an indicaton exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset’s fair value less costs of disposal and value in use, to the asset’s carrying amount. Any excess of the assets carrying amount over its recoverable amount is recognized immediately in proft or loss, unless the asset is carried at a revalued amount in accordance with another Standard. Any impairment loss of a revalued asset is treated as a revaluaton decrease in accordance with that other Standard.

Where it is not possible to estmate the recoverable amount of an individual asset, the Group estmates the recoverable amount of the cash-generatng unit to which the asset belongs.

Impairment testng is performed annually for goodwill, intangible assets with indefnite lives and intangible assets not yet available for use.

F-16

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

Intangible Assets Other than Goodwill

Brand Name

Brand names are recognized at fair value on the date of acquisiton. They have a fnite life and are subsequently carried at cost less any accumulated amortzaton and any impairment losses. Brand names are amortzed over their useful life of 10 years.

Technology

Technology is recognized at fair value on the date of acquisiton. It has a fnite life and is subsequently carried at cost less any accumulated amortzaton and any impairment losses. Technology is amortzed over its useful life of 5 years.

Sofware

Sofware is recognized at fair value on the date of acquisiton. It has a fnite life and is subsequently carried at cost less any accumulated amortzaton and any impairment losses. Sofware is amortzed over its useful life of 3 years.

Goodwill

Goodwill acquired on a business combinaton is initally measured at cost, being the excess of the consideraton transferred for the business combinaton over the Group’s interest in the net fair value of the acquiree’s identfable assets, liabilites and contngent liabilites.

Following inital recogniton, goodwill is measured at cost less any accumulated impairment losses.

Goodwill is reviewed for impairment, annually, or more frequently, if events or changes in circumstances indicate that the carrying value may be impaired (refer note 18).

As at the acquisiton date, any goodwill acquired is allocated to each of the cash-generatng units that are expected to beneft from the combinaton’s synergies.

Impairment is determined by assessing the recoverable amount of the cash-generatng unit to which the goodwill relates.

Where the recoverable amount of the cash-generatng unit is less than the carrying amount, an impairment loss is recognized.

Where goodwill forms part of a cash-generatng unit and part of the operaton within that unit is disposed, the goodwill associated with the disposed operaton is included in the carrying amount of the operaton when determining the gain or loss on disposal of the operaton.

Disposed goodwill in this circumstance is measured on the basis of the relatve values of the disposed operaton and the porton of the cash-generatng unit retained.

F-17

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

Borrowing costs

Borrowing costs are recognized in proft or loss in the period in which they are incurred.

Foreign Currency Transactons and Balances

Functonal and presentaton currency

The functonal currency of each of the Group’s enttes is the currency of the primary economic environment in which that entty operates. The consolidated fnancial statements are presented in Australian dollars, which is the parent entty’s functonal currency.

Transactons and balances

Foreign currency transactons are translated into functonal currency using the exchange rates prevailing at the date of the transacton. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost contnue to be carried at the exchange rate at the date of the transacton. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

Exchange diferences arising on the translaton of monetary items are recognized in proft or loss, except where deferred in equity as a qualifying cash fow or net investment hedge.

Exchange diferences arising on the translaton of non-monetary items are recognized directly in other comprehensive income to the extent that the underlying gain or loss is recognized in other comprehensive income; otherwise the exchange diference is recognized in proft or loss.

Group companies

The fnancial results and positon of foreign operatons, whose functonal currency is diferent from the Group’s presentaton currency, are translated as follows:

‑ Assets and liabilites are translated at exchange rates prevailing at the end of the reportng period;

‑ Income and expenses are translated at the average exchange rates for the period; and

‑ Accumulated losses are translated at the exchange rates prevailing at the date of the transacton.

Exchange diferences arising on translaton of foreign operatons with functonal currencies other than Australian dollars are recognized in other comprehensive income and included in the foreign currency translaton reserve in the balance sheet. The cumulatve amount of these diferences is reclassifed into proft or loss in the period in which the operaton is disposed of.

Earnings per Share

Basic earnings per share

Basic earnings per share is calculated by dividing the proft atributable to the owners of NOVONIX Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary

F-18

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

shares outstanding during the fnancial year, adjusted for bonus elements in ordinary shares issued during the fnancial year.

Diluted earnings per share

Diluted earnings per share adjusts the fgures used in the determinaton of basic earnings per share to take into account the afer-income tax efect of interest and other fnancing costs associated with dilutve potental ordinary shares and the weighted average number of shares assumed to have been issued for no consideraton in relaton to dilutve potental ordinary shares.

Goods and Services Tax (‘GST’) and other similar taxes

Revenues, expenses and assets are recognized net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognized as part of the cost of the acquisiton of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the balance sheet.

Cash fows are presented on a gross basis. The GST components of cash fows arising from investng or fnancing actvites which are recoverable from, or payable to the tax authority, are presented as operatng cash fows.

Commitments and contngencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.

New and amended standards and interpretatons

The Group has adopted all of the new, revised or amending accountng standards and interpretatons issued by the Internatonal Accountng Standards Board that are mandatory for the current reportng period. None of the new and amended standards have had any material impact on the fnancial statements.

Standards issued but not yet efectve

Amendments to IAS 1 – Classifcaton of Liabilites as Current or Non-current (including Amendment to IAS 1 –Classifcaton of
Liabilites as Current or Non-current – Deferral of Efectve Date issued in July 2020):

In January 2020, the Internatonal Accountng Standards Board (“IASB”) issued Classifcaton of Liabilites as Current or Non-current, which amended IAS 1 Presentaton of Financial Statements. The amendments clarifed how an entty classifes debt and other fnancial liabilites as current or non-current in partcular circumstances. The amendments are efectve for annual reportng periods beginning on or afer January 1, 2023, with earlier applicaton permited. The Group is currently evaluatng the impact, if any, this standard will have on the consolidated fnancial statements.

Amendments to IAS 37 – Onerous Contracts: Cost of Fulflling a Contract:

In May 2020, the IASB issued Onerous Contracts: Cost of Fulflling a Contract, which amended IAS 37Provisions, Contngent Liabilites and Contngent Assets. The amendments specify which costs an entty includes in determining the cost of fulflling a contract for the purpose of assessing whether the contract is onerous. The amendments are

F-19

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

efectve for annual periods beginning on or afer January 1, 2022. Early applicaton is permited. Enttes apply the amendments to contracts for which the entty has not yet fulflled all its obligatons at the beginning of the annual reportng period in which the entty frst applies the amendments. The comparatves are not restated. The Group is currently evaluatng the impact, if any, this standard will have on the consolidated fnancial statements.

Critcal accountng estmates and judgements

The preparaton of the fnancial statements requires the use of certain critcal accountng estmates. It also requires management to exercise its judgement in the process of applying the Group’s accountng policies. The areas involving a higher degree of judgement or complexity, or areas where assumptons and estmates are signifcant to the fnancial statements, are disclosed below.

Exploraton and evaluaton costs

Exploraton and evaluaton costs have been capitalized on the basis that the Group intend to commence commercial producton in the future, from which tme the costs will be amortzed in proporton to the depleton of the mineral resources. Key judgements are applied in considering costs to be capitalized which includes determining expenditures directly related to these actvites and allocatng overheads between those that are expensed and capitalized.

In additon, costs are only capitalized that are expected to be recovered either through successful development or sale of the relevant mining interest. Factors that could impact the future commercial producton at the mine include the level of reserves and resources, future technology changes, which could impact the cost of mining, future legal changes and changes in commodity prices. To the extent that capitalized costs are determined not to be recoverable in the future, they will be writen of in the period in which this determinaton is made.

Value of intangible assets relatng to acquisitons

The Group has allocated portons of the cost of acquisitons to technology intangibles, valued using the relief from royalty method. These calculatons require the use of assumptons including future revenue forecasts and a royalty rate. Technology is amortzed over its useful life of 5 years.

Impairment of goodwill and identfable intangible assets

The Group determines whether goodwill is impaired on an annual basis. This assessment requires an estmaton of the recoverable amount of the cash-generatng units to which the goodwill is allocated.

Share based payment transactons

The Group measures the cost of equity setled transactons with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using either a binomial or Monte Carlo opton pricing model taking into account the terms and conditons upon which the instruments were granted. The accountng estmates and assumptons, including share price volatlity, interest rates and vestng periods would have no impact on the carrying amounts of assets and liabilites within the next annual reportng period but may impact the proft or loss and equity.

Fair Value of Financial Instruments carried at fair value through proft loss

F-20

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

The fair value of fnancial instruments that are not traded in an actve market is determined using valuaton techniques. The group uses its judgement to select a variety of methods and make assumptons that are mainly based on market conditons existng at the end of each reportng period. For details of the key assumptons used and the impact of changes to these assumptons see note 16.

Other areas of critcal accountng estmates and judgements include:

•	Unused tax losses for which no deferred tax asset has been recognized (Refer to Note 6)

•	The vestng dates of share optons (Refer to Note 28)

F-21

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

Note 2 Parent entity financial information

The following informaton has been extracted from the books and records of the parent and has been prepared in accordance with Internatonal Financial Reportng Standards.

		At June 30,			
		2022			2021		
Balance sheet							
ASSETS							
Current assets							
Cash and cash equivalents	$	181,411,905		$	135,403,115		
Trade and other receivables		31,966			132,838		
Prepayments		5,291,126			2,462,643		
Total current assets		186,734,997			137,998,596		
Non-current assets							
Amounts due from related partes		152,865,669			27,897,817		
Exploraton and evaluaton assets		3,440,105			3,329,950		
Imvestments at fair value through proft and loss		24,179,998			—	
Investments		—		17,748,704		
Other assets		10,950			8,450		
Total non-current assets		180,496,722			48,984,921		
Total assets	$	367,231,719		$	186,983,517		
LIABILITIES							
Payables		2,888,400			2,587,715		
Total current liabilites		2,888,400			2,587,715		
Total liabilites		2,888,400			2,587,715		
Net assets		364,343,319			184,395,802		
							
EQUITY							
Contributed equity		458,677,068			233,196,507		
Reserves		53,900,595			33,733,407		
Accumulated losses		(148,234,344 )		(82,534,112 )	
Total equity	$	364,343,319		$	184,395,802		

		Year Ended June 30,	
		2022			2021		
Statement of Proft or Loss and Other Comprehensive Income							
Total loss and total comprehensive loss	$	(65,700,232 )   $	(20,177,174 )	

Guarantees

NOVONIX Limited has not entered into any guarantees, in the current or previous reportng period, in relaton to the debts of its subsidiaries.

Contngent liabilites

F-22

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

At June 30, 2022, NOVONIX Limited did not have any contngent liabilites (2021: Nil).

Contractual commitments

At June 30, 2022, NOVONIX Limited did not have any contractual commitments (2021: Nil).

Note 3 Revenue

(a)	Revenue from contracts with customers

The group derives revenue from the transfer of goods and services over tme and at a point in tme in the following major product lines and segments :

							Segments											
		Graphite																		
		Mining and						Batery				Batery						
Year Ended June 30, 2022		exploraton					Technology				Materials				Total		
Hardware sales		$	—		$	3,517,271				$	—			$	3,517,271		
Consultng sales			—				4,900,492					—				4,900,492		
Revenue from external customers		$	—	$	8,417,763		$	—	$	8,417,763		
Timing of revenue recogniton																		—		
At a point in tme			—				3,517,271					—				3,517,271		
Over tme			—				4,900,492					—				4,900,492		
		$	—	$	8,417,763		$	—	$	8,417,763		
																		
Year Ended June 30, 2021					Segments											
		Graphite						Batery				Batery						
		Mining and																
		exploraton					Technology				Materials				Total		
Hardware sales	$	—				$	1,405,086			$	—		$		1,405,086		
Consultng sales		—						3,822,261					—				3,822,261		
Revenue from external customers	$	—		$ — $	5,227,347		$	—	$		5,227,347		
Timing of revenue recogniton																		—		
At a point in tme		—						1,405,086					—				1,405,086		
Over tme		—						3,822,261					—				3,822,261		
	$	—			$	5,227,347		$	—	$		5,227,347		

F-23

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

Year Ended June 30, 2020				Segments											
	Graphite						Batery				Batery							
	Mining and																	
	exploraton					Technology				Materials				Total			
Hardware sales	$	—				$	2,113,416			$	—			$	2,113,416			
Consultng sales		—					2,140,019				—				2,140,019			
Revenue from external customers	$	—		$ —		$	4,253,435		$	—		$	4,253,435			
Timing of revenue recogniton															—			
At a point in tme		—					2,113,416				—				2,113,416			
Over tme		—					2,140,019				—				2,140,019			
	$	—				$	4,253,435		$	—		$	4,253,435			

Revenues from external customers come from the sale of batery testng hardware equipment and the provision of batery testng and development consultng services.

(i)	Assets and liabilites related to contracts with customers

The Group has recognized the following assets and liabilites related to contracts with customers:

		At June 30,			
	2022				2021		
Contract liabilites – Hardward sales	$	3,938		$	310,102		
Total other current liabilites	$	3,938	$	310,102		

Revenue recognized in relaton to contract liabilites

The following table shows how much of the revenue recognized in the current reportng period relates to brought-forward contract liabilites.

		Year Ended June 30,				
		2022			2021			2020		
Revenue recognized that was included in the contract										
liability balance at the beginning of the period										
Hardware sales	$	310,102	$	98,783		$	580,845		

The Group had no contract assets as of June 30, 2022 and June 30, 2021. See Note 11, Trade and other receivables, for trade receivables.

The Group had no remaining performance obligatons which have an original expected term of more than one year.

F-24

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

Note 4 Other income, net

	Year Ended June 30,			
	2022	2021	2020	
Interest received from unrelated partes	11,471		35,066		723	
COVID-19 Government stmulus	—	115,501	59,000	
Grant funding	1,355,924	818,410	785,154	
Fair value gain on borrowings (refer note 22)	302,922		—		—	
Other	531,850	15,675		—	
Total	2,202,167	984,652	844,877	

Note 5 Loss for the year

Loss before income tax includes the following specifc expenses:

			Year Ended June 30,				
		2022			2021			2020		
Share-based payments expense^										
Performance rights granted	$	15,299,627	$	2,952,676		$	78,362		
Share rights granted		3,615,341			—		6,291,510		
Optons granted		1,275,570			2,995,856			1,189,081		
Total share-based compensaton expense	$	20,190,538		$	5,948,532		$	7,558,953		

^	Refer to note 28 for further informaton regarding share-based payments.

Borrowing costs

Interest accrued on loan notes		—			—			3,062,598		
Loss on redempton of loan notes		—			—			1,765,353		
Unwinding of fair value gain		55,728			40,547			48,377		
Interest accrued on borrowings		2,031,135			188,847			454,633		
Total borrowing costs	$	2,086,863	$	229,394	$	5,330,961		
										
Impairment losses										
Fixed assets writen of1		—			2,764,940			—	
Total impairment losses	$	—		$	2,764,940		$	—		

1Impairments recognized during the prior period relate to the redundant furnace technology which has been replaced with new proprietary furnace technology under the Group’s strategic alliance with US-based Harper Internatonal Corporaton. This amount represents the net book value of fxed assets writen of.

				Year ended June 30,					
Administratve and other expenses												
		2022				2021			2020			
Insurance	$	5,300,985			$	383,941		$	234,544			
Legal fees		1,967,564				263,532			558,745			
Occupancy expenses		2,385,890				23,038			79,948			
Consultng fees		2,280,680				683,856			259,992			
Other		4,800,904				2,591,462			1,606,169			
Total administratve and other expenses	$	16,736,023	$	3,945,829		$	2,739,398			

F-25

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

Note 6 Income tax expense

This note provides an analysis of the Group’s income tax expense, shows what amounts are recognised directly in equity and how the tax expense is afected by non-assessable and non-deductble items. It also explains signifcant estmates made in relaton to the Group’s tax positon.

			Year Ended June 30,					
		2022			2021			2020		
(a) Numerical reconciliaton of income tax expense to prima facie tax payable											
Loss before income tax expense	$	(71,441,024 )	$	(18,076,077 )	$	(26,505,567 )	
											
Tax at the Australian tax rate of 25% (2021: 26%)		(17,860,256	)		(4,699,780	)		(7,289,031	)	
Tax efect of amounts which are not tax deductble (taxable) in calculatng											
taxable income:											
											
Share based payments		4,233,641			1,546,618			1,835,215		
Income inclusion – Scientfc Research and Experimental Development											
(“SRED”)		66,397			—					
Unrealized foreign exchange gain		51,246			—					
Borrowing costs		17,596			10,845			377,735		
Other non-deductble amounts		976,484			56,291				—	
Other non-assessable amounts		4,161			(39,005 )		(24,234 )	
Diference in overseas tax rate		(739,293 )		(139,141 )		(90,888 )	
Adjustments for current tax of prior periods		—		—		(93,052 )	
Adjustment to deferred tax assets and liabilites for tax losses and temporary											
diferences not recognized		13,250,024			3,264,172			3,911,457		
Income tax expense / (beneft)	$	-		$	-		$	(383,655 )	
											
(b) Tax losses											
Unused tax losses for which no deferred tax asset has been recognized	$	113,552,217		$	39,772,597		$	15,128,752		
											
Potental tax beneft	$	28,388,054		$	9,943,149		$	4,122,864		
(c) Tax expense (income) recognised directly in equity											
Aggregate current and deferred tax arising in the reportng period and not											
recognized in net proft or loss or other comprehensive income but directly											
debited or credited to equity:											
Deferred tax: Share issue costs		—			—				—		

									F-26	

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

		At June 30,			
		2022			2021		
(d) Deferred tax assets							
The balance comprises temporary diferences atributable to:							
Tax losses	$	28,388,054		$	9,943,149		
Exploraton and evaluaton assets		726,221			930,009		
Business capital costs		2,309,219			1,543,399		
Intangible assets & property, plant and equipment		2,737,888			—	
Right of use asset		78,121			31,061		
Unrealized exchange loss on borrowings		284,770			261,449		
Accrued expenses		624,234			317,498		
Other		440,239			402,368		
Total deferred tax assets		35,588,746			13,428,933		
Set-of of deferred tax liabilites pursuant to set-of provisions		(1,992,320 )		(1,357,943 )	
Deferred tax assets not recognized		(33,596,426 )		(12,070,990 )	
Net deferred tax assets	$	-		$	-		
							
(e) Deferred tax liabilites							
The balance comprises temporary diferences atributable to:							
Intangible assets	$	-		$	164,713		
Property, plant and equipment		1,524,592			1,193,230		
Unrealized exchange loss on borrowings		467,728			—	
Total deferred tax liabilites		1,992,320			1,357,943		
Set-of of deferred tax liabilites pursuant to set-of provisions		(1,992,320 )		(1,357,943 )	
Net deferred tax liabilites	$	-		$	-		

Unused losses which have not been recognized as an asset, will only be obtained if:

(i)	the group derives future assessable income of a nature and of an amount sufcient to enable the losses to be realized;
(ii)	the group contnues to comply with the conditons for deductbility imposed by the law; and
(iii)	no changes in tax legislaton adversely afect the group in realizing the losses.

Ofsetng within tax consolidated entty

NOVONIX Limited and its wholly-owned Australian subsidiaries have applied the tax consolidaton legislaton which means that these enttes are taxed as a single entty. As a consequence, the deferred tax assets and deferred tax liabilites of these enttes have been ofset in the consolidated fnancial statements.

Note 7 Key Management Personnel Compensation

Refer to Item 6.B., Compensaton, of this Annual Report on Form 20-F for details of the remuneraton paid or payable to each member of the Group’s key management personnel (KMP) for the year ended June 30, 2022.

F-27

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

The totals of remuneraton paid to KMP of the Group during the year are as follows:

			Year Ended June 30,			
		2022				2021			2020	
Short-term employee benefts	$	4,392,815			$	1,934,648		$	1,868,521	
Post-employment benefts		199,497				29,297			46,218	
Terminaton benefts		—				75,000			—	
Share-based compensaton		16,857,548				4,575,735			6,878,627	
Total KMP compensaton	$	21,449,860			$	6,614,680		$	8,793,366	

Short-term employee benefts

These amounts include fees and benefts paid to the non-executve Chairman as well as all salary, paid leave benefts and fringe benefts paid to Executve Directors.

Post-employment benefts

These amounts are the superannuaton contributons made during the year.

Share-based compensaton

These amounts represent the expense related to the partcipaton of KMP in equity-setled beneft schemes as measured by the fair value of the optons and performance rights on grant date.

Note 8 Auditor’s Remuneration

The following fees were paid or payable for services provided by PricewaterhouseCoopers Australia (PwC) as the auditor of the Group:

					Year Ended June 30,					
	2022				2021			2020		
								
Audit fees	$	367,000	$	190,329	$	175,855		
Audit-related fees1		381,484			646,300			—		
Tax fees		—			—			—		
All other fees		—			—			—		
Total	$	748,484		$	836,629		$	175,855		

1	Audit-related fees related to services performed in respect of the US IPO and US fling processes during the years ended June 30, 2022 and 2021.

F-28

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

Note 9 Earnings per share

	2022			2021	2020		
(a) Basic loss per share								
Total basic loss per share atributable to the ordinary equity holders	(0.15 )		(0.05)	(0.15)		
of the Company						

(b) Diluted loss per share

Total diluted loss per share atributable to the ordinary equity holders of the Company

(c)	Reconciliatons of loss used in calculatng loss per share

(0.15 )	(0.05)	(0.15)

2022	2021	2020

Basic loss per share											
loss atributable to the ordinary equity holders of the	$	(71,441,024 )	$	(18,076,077 )	$	(20,028,526 )		
Company used in calculatng basic loss per share								

Diluted loss per share											
loss atributable to the ordinary equity holders of the	$	(71,441,024 )	$	(18,076,077 )	$	(20,028,526 )		
Company used in calculatng diluted loss per share								

(d)	Weighted average number of shares used as the denominator

	2022		2021		2020		
Weighted average number of ordinary shares used as the	464,437,628	366,289,024	135,918,095		
denominator in calculatng basic and diluted loss per share					

(e)	Informaton concerning the classifcaton of securites

Optons and rights

Optons and rights on issue during the year are not included in the calculaton of diluted earnings per share because they are antdilutve for the years ended June 30, 2022, 2021 and 2020. These optons and rights could potentally dilute basic earnings per share in the future. Details relatng to optons and rights are set out in Note 28, Share-based Payments.

Note 10 Cash and cash equivalents

		June 30,			
		2022			2021		
Cash at bank	$	207,083,935		$	136,663,976		
	$	207,083,935	$	136,663,976		

F-29

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

Reconciliaton to cash fow statement

The above fgures reconcile to the amount of cash shown in the statement of cash fows at the end of the fnancial year as follows:

		June 30,			
		2022			2021		
Balances as above	$	207,083,935		$	136,663,976		
Bank overdrafs		—			—		
Balance per statement of cash fows	$	207,083,935		$	136,663,976		

Note 11 Trade and other receivables

		June 30,		
		2022			2021	
Trade debtors	$	3,019,580		$	1,533,963	
Other receivables		538,436			509,000	
Total trade and other receivables	$	3,558,016	$	2,042,963	

Credit risk

The Group has no signifcant concentraton of credit risk with respect to any counterpartes or on a geographical basis. Amounts are considered as “past due” when the debt has not been setled, in line with the terms and conditons agreed between the Group and the customer to the transacton.

The Group assess impairment on trade and other receivables using the simplifed approach of the expected credit loss (ECL) model under IFRS 9, Financial Instruments. Due to the minimal history of bad debt write-ofs and strong credit approval processes, the Group have determined that the incorporaton of the ECL model will not have a material efect on impairment as at June 30, 2022.

The balance of receivables that remain within inital trade terms are considered to be of high credit quality.

Note 12 Prepayments

June 30,

Deferred share issuance costs

Prepayments of inventory components
Prepaid general and administratve expenses

Total

	2022			2021	
$	—		$	2,175,347	
	1,619,629			—	
	5,737,288			362,860	
$	7,356,917	$	2,538,207	

Prepaid general and administratve expenses consisted primarily of prepaid Director and Ofcer insurance premiums ($5.2 million at June 30, 2022).

Deferred share issuance costs, which consisted primarily of direct and incremental legal and advisory fees related to the Company’s proposed NASDAQ listng, were capitalized in prepayments on the consolidated balance sheet as at June 30,

F-30

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

2021. These have been expensed in the current year following a change in the Company’s plans with respect to its contemplated actvites in the US capital markets.

Note 13	Escrow reserves

June 30,
2022	2021

Escrow reserves	$	14,639,419	$	—

The reserves are funds deposited with the Lender for capital expenditures, insurance, tax and producton as additonal collateral for the loan obtained in relaton to the purchase of the new facility in Chatanooga, Tennessee. Reserves are released as conditons of the loan are satsfed. All conditons are expected to be satsfed within 12 months from the balance sheet date.

Note 14 Inventory

		June 30,			
		2022			2021		
Raw materials	$	832,538		$	1,162,142		
Components and assemblies		1,838,228			1,618,231		
Finished goods – at cost		45,377			—		
Total Inventory	$	2,716,143	$	2,780,373		

Amounts recognized in proft or loss

Inventories recognized as an expense during the year ended June 30, 2022 amounts to $3,005,977 (2021: $969,774). These were included in cost of goods and services (exclusive of depreciaton presented separately) in the consolidated statements of proft or loss and other comprehensive income.

F-31

Note 15 Property, plant and equipment

														Leasehold										Constructon								
													improvement					Plant and					work in								
(in Australian dollars)		Land						Buildings					s					equipment					progress					Total		
At June 30, 2021	$	372,995			$	1,821,526			$	195,082			$	8,579,868						—		$	10,969,471			
Cost		—						(154,725 )					(30,524 )					(1,163,425 )					—					(1,348,674 )		
Accumulated depreciaton																																			
Net book amount	$	372,995			$	1,666,801			$	164,558			$	7,416,443			$	-			$	9,620,797			

Opening net book amount at June	$	372,995			$	1,666,801			$	164,558			$	7,416,443			$	—		$	9,620,797			
30, 2020																								
Additons		666,920						4,358,515						482,637						2,982,443						17,754,185						26,244,700			
Disposals		—						—					—					(39,285 )					—					(39,285 )		
Assets writen of		—						—					—					(2,764,940 )					—					(2,764,940 )		
Depreciaton charge		—						(67,897 )					(110,681 )					(996,462 )					—					(1,175,040 )		
Exchange diferences		13,960						100,126						(9,103 )					(411,876 )					(894 )					(307,787 )		
Closing net book amount at June	$	1,053,875				$	6,057,545				$	527,411				$	6,186,323				$	17,753,291				$	31,578,445			
30, 2021																														
Additons		2,177,802						59,330,097						689,185						11,770,912						42,266,050						116,234,04			
																																6			
Disposals		—						—					—					(39,495 )					—					(39,495 )		
Transfers		—						—					145,109						12,628,351						(12,773,460 )					—		
Depreciaton charge		—						(2,294,080 )					(360,141 )					(2,313,665 )					—					(4,967,886 )		
Exchange diferences		179,664						3,644,794						69,337						1,241,781						3,243,510						8,379,086			
Closing net book amount at June	$	3,411,341	$	-  $	66,738,356		$	-  $	1,070,901		$	-  $	29,474,207		$	-  $	50,489,391		$	-  $	151,184,19			
30, 2022																					6			
At June 30, 2022																																			
																																			
Cost	$	3,411,341			$	69,383,589			$	1,600,051			$	33,780,687			$	50,489,391						158,665,05			
																								9			
Accumulated depreciaton		—						(2,645,233 )					(529,150 )					(4,306,480 )					—					(7,480,863 )		
Net book amount	$	3,411,341				$	66,738,356				$	1,070,901				$	29,474,207				$	50,489,391				$	151,184,19			
																											6			

F-32

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

Note 16	Financial assets at fair value through profit or loss

Classifcaton of fnancial assets at fair value through proft or loss

The group classifes equity investments for which it has not elected to recognize fair value gains and losses through OCI as fnancial assets at fair value through proft or loss (FVPL).

Financial assets measured at FVPL include the following:					
	June 30,		
	2022			2021	
US unlisted equity securites	$   24,179,998		$	—	

On January 31, 2022, NOVONIX Limited entered into a Securites Purchase Agreement with KORE Power, Inc. (“KORE Power”) a US based developer of batery cell technology for the clean energy industry, under which NOVONIX Limited acquired 3,333,333 shares of KORE Power Common Stock at an issue price of USD$7.50 per share, representng approximately 5% of the common equity of KORE Power. The consideraton for the shares in KORE Power totaled USD$25 million (AUD $35,131,550) and was setled through a combinaton of 50% cash and 50% through the issue of 1,974,723 ordinary shares in NOVONIX Limited.

Amounts recognized in proft or loss

During the year, a loss of $10,951,552 was recognized in the consolidated statement of proft or loss and other comprehensive income related to equity investments held at FVPL.

Fair value hierarchy

US unlisted equity securites are classifed as a Level 3 fair value in the fair value hierarchy as one or more of the signifcant inputs is not based on observable market data.

The following table presents the changes in level 3 instruments during the fnancial year:				
		Unlisted equity	
		securites	
				
Balance at the beginning of the year	$	—	
Purchases during the year:				
Consideraton setled in shares		17,515,793		
Consideraton setled in cash		17,615,757		
Loss on change in fair value recognized in the consolidated statement of proft or				
loss and other comprehensive income		(10,951,552 )	
Balance at the end of the year	$	24,179,998		

F-5

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

There were no transfers between levels 1, 2 or 3 for recurring fair value measurements during the year. The Group’s policy is to recognize transfers into and out of fair value hierarchy levels as at the end of the reportng period.

Valuaton techniques using signifcant unobservable inputs – Level 3

This category includes assets where the valuaton incorporates signifcant inputs that are not based on observable market data (unobservable inputs). Unobservable inputs are those not readily available in an actve market due to market illiquidity or complexity of the product. These inputs are generally derived and extrapolated from observable inputs to match the risk profle of the fnancial instrument, and are calibrated against current market assumptons, historic transactons and economic models, where available. The key assumptons used in the fair valuaton of KORE Power at June 30, 2022 include (but were not limited to) the share price at which Novonix subscribed for equity in KORE Power, indicators of value derived from actual and proposed share transactons that the Group is aware of, foreign exchange rates, and market observable inputs based on an analysis of share price movements of listed peer companies in the batery technology sector between the date of the inital investment and reportng date.

Note 17 Exploration and evaluation assets

		June 30,			
		2022			2021		
Exploraton and evaluaton assets – at cost	$	3,218,228		$	3,108,073		
The capitalized exploraton and evaluaton assets carried forward above have been							
determined as follows:							
						
Balance at the beginning of the year	$	3,108,073	$	2,988,921		
Expenditure incurred during the year		110,155			119,152		
Balance at the end of the year	$	3,218,228		$	3,108,073		

The future development of the Mt Dromedary mine will not occur within the next twelve months given the tonnages of natural graphite required by the NOVONIX Anode Materials business are unlikely to be sufcient to warrant the development of the mine in that tmeframe. As well, a signifcant porton of graphite used by NOVONIX Anode Materials will be synthetc graphite, and the natural graphite required at this tme can be more cost efectvely sourced from other natural graphite producers.

The Mt Dromedary asset however remains a strategic asset for the Group. All tenement rights remain current, with renewal/extension applicatons lodged for those expiring later in 2022, exploraton actvity is contnuing to the extent required under the tenement rights, and a resource, principally high grade graphite, has been identfed. It therefore remains appropriate for the asset to be recognized as an exploraton and evaluaton asset under IFRS 6 Exploraton for and Evaluaton of Mineral Resources. The recoverability of the carrying amount of the exploraton and evaluaton asset is dependent upon the successful development and commercial exploitaton or, alternatvely, sale of the respectve areas of interest. The Directors have assessed that for the exploraton and evaluaton assets recognized at 30 June 2022, the facts and circumstances do not suggest that the carrying amount may exceed its recoverable amount.

F-6

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

Note 18 Intangible assets

							Year Ended June 30,					
						2022					2021					2020		
																
Goodwill		$		17,373,413		$		15,950,624			$	17,411,685		
Technology						421,296					631,085					955,560		
Sofware						144,159					—				—		
Total			$		17,938,868		$		16,581,709				$	18,367,245		
																		
		Goodwill		Technology				Sofware			Total	
Balance at June 30, 2019	$	17,037,297			$	1,195,948			$	—		$	18,233,245		
Additons		374,388				—				—			374,388		
Amortzaton		—		(273,619 )				—			(273,619 )	
Exchange diferences		—		33,231				—			33,231		
Balance at June 30, 2020	$	17,411,685			$	955,560	$	—	$	18,367,245		
Additons		—		—				—			—	
Amortzaton		—		(246,217 )				—			(246,217 )	
Exchange diferences		(1,461,061 )			(78,258 )				—			(1,539,319 )	
Balance at June 30, 2021	$	15,950,624			$	631,085	$	—	$	16,581,709		
Additons		—		—				144,159				144,159		
Amortzaton		—		(253,040 )				—			(253,040 )	
Exchange diferences		1,422,789				43,251				—			1,466,040		
Balance at June 30, 2022	$	17,373,413			$	421,296	$	144,159		$	17,938,868		

Intangible assets, other than goodwill, have fnite useful lives. Technology has a useful life of 5 years and Sofware has a useful life of 3 years. The current amortzaton charges for intangible assets are included under depreciaton and amortzaton expense in the statement of proft or loss and other comprehensive income. Goodwill has an indefnite useful life.

For the purposes of impairment testng, the cash generatng unit has been defned as the business to which the goodwill relates where individual cash fows can be ascertained for the purposes of discountng future cash fows. The total carrying value of goodwill was $17,373,413 at June 30, 2022 and $15,950,624 at June 30, 2021 and relates solely to NOVONIX Anode Materials LLC, or the Batery Materials segment.

The recoverable amount of the NOVONIX Anode Materials LLC cash generatng unit (“NOVONIX Anode Materials CGU”) has been determined on a ‘Fair Value Less Costs to Sell’ (“FVLCS”) basis.

To determine the recoverable amount, FVLCS was calculated with reference to the capital raising outlined in Note 24 (d) given that the capital raising was directly associated with the planned future expansion of the NOVONIX Anode Materials CGU. Events occurring between the date of the capital raising and June 30, 2022 have also been considered, and the directors do not believe that there have been any material events that would adversely impact the NOVONIX Anode Materials CGU such that the recoverable amount may not exceed the carrying value.

The recoverable amount of the NOVONIX Anode Materials CGU was deemed to be in excess of the carrying value of the CGU, and therefore no impairment has been recognized at June 30, 2022.

F-7

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020 Note 19 Trade and other payables

		June 30,		
		2022			2021	
					
Trade payables	$	3,847,509	$	1,823,898	
Sundry payables and accrued expenses		5,632,150			2,532,658	
Total	$	9,479,659		$	4,356,556	

Note 20 Contract Liabilities

		June 30,			
		2022			2021		
Current - contract liabilites - hardware sales contracts	$	3,938	$	310,102		
Non-current - Other liabilites		4,352,412			-		
	$	4,356,350	$	310,102		

During the fnancial year the Group received grant funds of USD$3,000,000 from the Department of Economic and Community Development in the State of Tennessee, USA. The grant funds are conditonal upon the Group creatng, flling and maintaining 290 jobs in the State of Tennessee. The grant becomes fully earned once 90% of the performance target is achieved, and is repayable in full if a minimum of 50% of the jobs are not flled. The grant is proportonately repayable between 50% and 90%. Accordingly, as at June 30, 2022 the full amount of the grant has been deferred and classifed as contract liabilites and will be recognized in income on a proportonate basis once the minimum 50% target is reached.

Note 21 Leases

This note provides informaton for leases where the group is the lessee.								
Amounts recognized in the balance sheet								
The balance sheet shows the following amounts relatng to leases:								
			June 30,				
			2022			2021			
									
	Right-of-use assets - Buildings	$	7,443,048		$	7,406,943			
	Lease liabilites								
	Current	$	489,846	$	410,792			
	Non-current		7,265,686			7,120,396			
	Total	$	7,755,532		$	7,531,188			

F-8

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

There were no additons to the right-of-use assets during the 2022 fnancial year (2021: $5,084,858). The movement of $36,105 consists of depreciaton expense of $593,980 and a foreign currency gain of $630,085. Refer to Note 31, Financial risk management, for a maturity analysis of lease liabilites.

Amounts recognized in the statement of proft or loss and other comprehensive income

The statement of proft or loss and other comprehensive income shows the following amounts relatng to leases:

			Year Ended June 30,				
		2022				2021			2020		
									
Depreciaton of right-of-use assets - Buildings	$	593,980	$	197,680		$	210,381		
Interest expense	$	312,786	$	123,763		$	112,303		

The total cash outlow for leases in the year ended June 30, 2022 was $425,506 (2021: $190,426). The Group had no short-term leases at June 30, 2022 and 2021.

Note 22  Borrowings

					2022									2021					
(in Australian dollars)		Current			Non-Current			Total			Current			Non-Current			Total		
Secured																			
Bank loans (i)	$	1,300,037	$	50,563,095	$	51,863,132	$	110,752	$	5,297,180	$	5,407,932		
Total secured borrowings		1,300,037			50,563,095			51,863,132			110,752			5,297,180			5,407,932		
Unsecured																			
Other loans (ii)		174,053			1,589,357			1,763,410			166,308			689,385			855,693		
Total unsecured borrowings		174,053			1,589,357			1,763,410			166,308			689,385			855,693		
Total borrowings	$	1,474,090		$	52,152,452		$	53,626,542		$	277,060		$	5,986,565		$	6,263,625		

(i) Secured liabilites and assets pledged as security

(a)	In December 2017, the group entered into a loan facility to purchase commercial land and buildings in Nova Scota from which the Batery Technology Solutons business operates. The inital amount loaned under the facility was CAD $1,330,000.

On February 5, 2021, the group extended the loan facility and the total available amount now available under the facility was CAD $2,680,000. At June 30, 2022 the facility had been fully drawn down. The total liability at June 30, 2022 is CAD $2,597,512.

The facility is bearing interest at the bank’s base rate minus 1% payable monthly and principal of the loan repayable in 265 monthly principal instalments of CAD $9,760 followed by 1 monthly principal instalment of CAD $1,352, maturing September 2044.

F-9

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

The Group's freehold land and buildings at 177 Bluewater Road, Bedford, Canada are pledged as collateral against the bank loan.

The carrying amount of this asset is $4,890,976 (June 2021: $3,104,819).

For the year ended June 30, 2022, the Group incurred interest expense of CAD $94,210 (2021 – CAD $48,168; 2020 – CAD $64,470).

(b)	On May 28, 2021, the Group purchased commercial land and buildings in Nova Scota, Canada for CAD$3,550,000 from which the Cathode business will operate. The Group entered into a loan facility to purchase the land and buildings. The inital amount loaned under the facility was CAD $4,375,000. On January 24, 2022, the group extended the loan facility and the total available

amount now available under the facility was CAD $4,985,000. At June 30, 2022 the facility had been drawn down to CAD $4,923,170 and CAD $61,830 remains to be disbursed. The total liability at June 30, 2022 is CAD $4,923,170.

The facility is bearing interest at the bank’s base rate minus 1% payable monthly and principal of the loan repayable in 1 monthly principal instalment of CAD $18,610 in December 2022, followed by 299 monthly principal instalments of CAD $16,610 commencing January 2023, maturing November 2047.

The Group’s freehold land and buildings at 110 Simmonds Drive, Dartmouth, Canada are pledged as collateral against the bank loan. The carrying amount of this asset is $5,665,963 (June 2021: $4,006,926).

For the year ended June 30, 2022, the Group incurred interest expense of CAD $156,522 (2021 – CAD $9,975; 2020 – CAD $Nil).

(c)	On January 24, 2022, the group entered into a loan facility to purchase equipment. The total amount available under the facility was CAD $2,300,000.

At June 30, 2022 the facility had been drawn down to CAD $500,000 and CAD $1,800,000 remains to be disbursed. The total liability at June 30, 2022 is CAD $500,000.

The facility is bearing interest at the bank’s base rate minus 1.5% payable monthly and principal of the loan repayable in 1 monthly principal instalment of CAD $19,960 in December 2023, followed by 119 monthly principal instalments of CAD $19,160 commencing January 2024, maturing November 2033. Equipment being purchased are pledged as collateral against the bank loan.

For the year ended June 30, 2022, the Group incurred interest expense of CAD $7,617 (2021 – CAD $Nil; 2020 – CAD $Nil).

(d)	On July 28, 2021, the Group purchased commercial land and buildings in Chatanooga, USA for USD $42,600,000 to expand the

NAM business. The Group entered into a loan facility with PNC Real Estate for USD$30,100,000 and an interest rate of 4.09% to purchase the land and buildings. The loan has been fully drawn down as at June 30, 2022. The total liability at June 30, 2022 is USD $29,467,266. The facility is repayable in monthly instalments, which commenced in September 2021 and end in August

2031. The land and buildings at 1029 West 19th Street, Chatanooga, USA have been pledged as security for the loan, the carrying amount of which is $40,913,359. For the

F-10

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

year ended June 30, 2022, the Group incurred interest expense of USD$223,229 (2021 -USD$92,189; 2020- USD $80,445).

This loan imposes certain loan covenants to ensure that the following fnancial ratos are met:

•	net assets of USD$30.1 million to be maintained (exclusive of the land and building secured by this loan and minimum liquidity of USD$3.1 million); and

•	a debt service coverage rato of 1.2 to 1 is to be maintained.

NOVONIX Limited has complied with the fnancial covenants of its borrowing facilites during both the 2022 and 2021 fnancial years.

(ii) Other loans

ACOA Loans

In December 2017, the group entered into a contributon agreement with Atlantc Canada Opportunites Agency (ACOA), for CAD$500,000. As at June 30, 2022, CAD$500,000 of the facility has been drawn down. The funding was to assist with expanding the market to reach new customers through marketng and product improvements. The facility is repayable in monthly instalments which commenced in September 2019 and end in May 2027.

In October 2018, the group entered into another contributon agreement with Atlantc Canada Opportunites Agency (ACOA), for CAD$500,000. As at June 30, 2022, CAD$500,000 of the facility has been drawn down. The funding was to assist in establishing a batery cell manufacturing facility. The facility is repayable in monthly instalments which commenced in April 2020 and end in March 2026.

During the year ended June 30, 2022, the group entered into a further contributon agreement with Atlantc Canada Opportunites Agency (ACOA), for CAD$250,000. As at June 30, 2022, the facility has been fully drawn down. The funding was to assist in expanding the BTS operatons. The facility is repayable in monthly instalments commencing in January 2024 and ending December 2026.

During the year ended June 30, 2022, the group entered into a further contributon agreement with Atlantc Canada Opportunites Agency (ACOA), for CAD$1,000,000. As at June 30, 2022 it has been drawn down to CAD $900,000. The funding will be used to will assist with purchasing equipment for the cathode pilot line and expansion of cell making capabilites. The facility is repayable in monthly instalments commencing in January 2025 and ending December 2036.

Fair value

For all borrowings, other than the ACOA loan noted at (ii) above, the fair values are not materially diferent to their carrying amounts, since the interest payable on those borrowings is either close to current market rates or the borrowings are of a short-term nature.

F-11

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

The ACOA loans are interest free. The inital fair value of the ACOA loans were determined using a market interest rate for equivalent borrowings at the issue date. This resulted in a day one gain of $100,152 in FY2018 (December 2017 loan), a day one gain of $114,106 in FY2019 (October 2018 loan) and a day one gain of $302,922 in the year ended June 30, 2022.

Note 23 Contributed equity

(a)	Share capital

				Year Ended 30 June					
	2022	2021	2022	2021		
	Number of			Number of								
	shares			shares			Amount			Amount		
Ordinary shares												
Fully paid	485,951,369		404,601,384		$ 458,677,068		$ 233,196,507		

F-12

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

(b)	Ordinary share capital

Date	Details	Note	
July 1, 2020	Balance		
July 10, 2020	Exercise of optons	(e)	
	Setlement of limited		
Sept 23, 2020	recourse loan	(j)	
Sept 24, 2020	Exercise of optons	(e)	
Sept 24, 2020	Exercise of optons	(e)	
	Exercise of performance		
Sept 28, 2020	rights	(g)	
	Placement to insttutonal		
Mar 3, 2021	investors	(h)	
	Exercise of performance		
Mar 16, 2021	rights	(g)	
Mar 16, 2021	Exercise of optons	(e)	
Mar 16, 2021	Exercise of optons	(e)	
Mar 16, 2021	Exercise of optons	(e)	
May 11, 2021	Placement to directors	(h)	
May 24, 2021	Exercise of optons	(e)	
June 3, 2021	Exercise of optons	(e)	
	Share issue costs	(i)	
June 30, 2021	Balance		
Sept 30, 2021	Placement shares	(d)	
	Exercise of performance		
Dec 14, 2021	rights	(c)	
	KORE Power Consideraton		
Feb 1, 2022	Shares	(f)	
Mar 8, 2022	Exercise of optons	(e)	
	Exercise of performance		
May 31, 2022	rights	(c)	
	Share issue costs		
June 30, 2022	Balance		

Number of		Issue					
Shares		Price		Amount		
348,206,772			$	99,851,510			
250,000	$	0.80	$	200,000			
—			$	1,500,000			
							
500,000	$	0.90	$	450,000			
2,500,000	$	0.66	$	1,650,000			
158,865		—	$	—		
39,700,000	$	2.90	$	115,130,000			
							
3,400,000		—	$	—		
						
1,500,000	$	0.74	$	1,110,000			
30,000	$	0.90	$	27,000			
33,333	$	0.50	$	16,667			
5,672,414	$	2.90	$	16,450,001			
2,500,000	$	0.66	$	1,650,000			
150,000	$	0.90	$	135,000			
			$	(4,973,671 )		
404,601,384			$	233,196,507			
77,962,578	$	2.67	$	208,138,475			
1,291,851		—	$	—		
1,974,723	$	8.87	$	17,515,793			
							
33,333	$	0.50	$	16,667			
87,500		—	$	—		
						
—			$	(190,374 )		
485,951,369			$	458,677,068			

F-13

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

(c)	Exercise of performance rights

On September 28, 2020, 158,865 ordinary shares were issued to an entty controlled by Philip St Baker, on the exercise of 158,865 vested performance rights.

On March 16, 2021, 3,400,000 ordinary shares were issued to Key Management Personnel and other employees on the exercise of 3,400,000 vested performance rights.

On May 31, 2022, 87,500 ordinary shares were issued to Key Management Personnel and other employees on the exercise of 87,500 vested performance rights.

On December 14, 2021, 1,291,851 ordinary shares were issued on the exercise of vested performance rights. Of these, 599,851 were issued to Key Management Personnel (Robert Nater 200,000; Anthony Bellas 200,000; Nick Liveris 107,851; Chris Burns 92,000) following shareholder approval at the Annual General Meetng held on November 30, 2021. 600,000 were issued to Philip St Baker (a related party of Director Trevor St Baker), and 92,000 were issued to employees of the Group.

(d)	Placement shares

On September 30, 2021, 77,962,578 ordinary shares were issued to Phillips 66 for a purchase price of USD$150 million, which converted to AUD$2.67 per share.

(e)	Exercise of optons

On July 10, 2020, 250,000 optons were exercised by a Director, Admiral Robert Nater, at $0.80 per share.

On September 24, 2020, 500,000 optons were exercised by a Director, Admiral Robert Nater, at $0.90 per share and 2,500,000 optons were exercised by a Director, Andrew Liveris, at $0.66 per share.

On March 16, 2021 employees of the Group exercised 1,500,000 optons at $0.74 per share, 30,000 optons at $0.90 per share and 33,333 optons at $0.50 per share.

On May 24, 2021, 2,500,000 optons were exercised by a Director, Andrew Liveris, at $0.66 per share. On June 3, 2021 employees of the Group exercised 150,000 optons at $0.90 per share.

On March 8, 2022, 33,333 optons were exercised at $0.50 per share.

(f)	KORE Power Consideraton Shares

On January 31, 2022, NOVONIX Limited entered into a Securites Purchase Agreement with KORE Power, Inc. (“KORE Power”) a US based developer of batery cell technology for the clean energy industry, under which NOVONIX Limited acquired 3,333,333 shares of KORE Power Common Stock, representng approximately 5% of the common equity of KORE Power. The consideraton for the shares in KORE Power totaled USD$25M and was setled through a combinaton of 50% cash and 50% through the issue of 1,974,723 ordinary shares in NOVONIX Limited (refer to note 16).

F-14

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

(g)	Insttutonal placement

On March 3, 2021 the Company issued 39,700,000 ordinary fully paid shares to insttutonal investors at $2.90 per share.

(h)	Director placement

On May 11, 2021 5,672,414 ordinary shares were issued to directors or their nominees raising $16.45 million. 4,137,931 of these ordinary shares were issued to Trevor St Baker’s nominees at $2.90 per share, 1,034,483 of these ordinary shares were issued to Andrew Liveris’ nominees at $2.90 per share, 431,034 of these ordinary shares were issued to Robert Nater at $2.90 per share and 68,966 of these ordinary shares were issued to Robert Cooper at $2.90 per share.

(i)	Share issue expenses

During the year ended June 30, 2021 the Company had cash outlows for share issue expenses of $7,908,866, of which $4,973,671 related to the year ended June 30, 2021, $1,458,798 related to the capital raising completed in June 2020 and the balance related to deferred share issuance costs.

(j)	Setlement of limited recourse loan

On September 23, 2020, Philip St Baker, as part of his separaton arrangements with the Company, setled the $1,500,000 limited recourse loan entered into in 2019 for the purpose of funding the exercise of 5,000,000 optons. The loan was setled through:

•	the relinquishing of 736,968 vested performance rights, which were convertble on a 1:1 basis to ordinary shares, with a market value of $1,252,846; and

•	outstanding net employee enttlements amountng to $247,154.

The relinquishment of the vested performance rights has been recognized within the share-based payment reserve.

(k)	Capital Management

The Group’s objectves when managing capital are to safeguard its ability to contnue as a going concern, so that it can contnue to provide returns for shareholders, benefts for other stakeholders and to maintain an optmal capital structure to reduce the cost of capital.

The capital structure of the Group includes equity atributable to equity holders, comprising of issued capital, reserves and accumulated losses. In order to maintain or adjust the capital structure, the Company may issue new shares, sell assets to reduce debt or adjust the level of actvites undertaken by the company.

The Group monitors capital on the basis of cash fow requirements for operatonal, and exploraton and evaluaton expenditure. The Group will contnue to use capital market issues to satsfy antcipated funding requirements.

The Group has no externally imposed capital requirements. The Group’s strategy for capital risk management is unchanged from prior years.

F-15

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

a)	Note 24 Reserves														
								Year Ended June 30,		
								2022					2021			
	Share-based payment reserve			$		44,254,362			$		27,513,594			
	Foreign currency translaton reserve						8,566,362					(600,850 )		
	Convertble loan note reserve						6,219,812					6,219,812			
				$		59,040,536			$		33,132,556			
(a) Share-based payment reserve														
														
					Year Ended June 30,				
				2022				2021					2020			
	Share-based payment reserve	$	44,254,362		$	27,513,594			$	22,817,908			
	Movements:														
	Opening balance		27,513,594			22,817,908				15,258,956			
	Equity setled optons cancelled		—		—			—		
	Setlement of limited recourse loan		—		(1,252,846 )			1,189,081			
	Performance rights net-setled in current period (refer note 28)		(3,426,420 )		—			—		
	Equity setled share-based payments		20,190,538			5,948,532				6,369,871			
	Exchange diferences		(23,350 )		—			—		
	Closing balance	$	44,254,362		$	27,513,594			$	22,817,908			

The share-based payment reserve includes items recognized as expenses on valuaton of director, employee and contractor share rights, optons, and performance rights.

(b) Foreign currency translaton reserve											
				Year Ended June 30,				
			2022				2021			2020		
	Foreign currency translaton reserve	$	8,566,362			$	(600,850	)	$	1,500,247		
	Movements:											
	Opening balance		(600,850 )		1,500,247			950,004		
	Exchange diferences on translaton of foreign operatons		9,167,212				(2,101,097 )		550,243		
	Closing balance	$	8,566,362			$	(600,850	)	$	1,500,247		

The foreign currency translaton reserve includes exchange diferences arising on translaton of a foreign controlled subsidiary.

(c)	Convertble loan note reserve

F-16

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

		June 30			
		2022			2021		
Convertble loan note reserve	$	6,219,812		$	6,219,812		
Movements:							
Opening balance		6,219,812			6,219,812		
Exchange diferences on translaton of foreign operatons		—			—		
Closing balance	$	6,219,812		$	6,219,812		

(d)	Convertble loan notes are compound fnancial instruments

The present value of the liability component of the loan notes issued in August 2019, at inital recogniton, was $3,009,259. The balance of $990,741 was recognized in the convertble note reserve. In discountng the loan notes to present value to determine the equity proporton of the compound fnancial instrument, NOVONIX adopted an efectve interest rate of 24.25% pa.

The present value of the liability component of the loan notes issued in March 2019, at inital recogniton, was $5,170,660. The balance of $1,702,340 was recognized in the convertble note reserve. In discountng the loan notes to present value to determine the equity proporton of the compound fnancial instrument, NOVONIX adopted an efectve interest rate of 24.5% pa.

The present value of the liability component of the loan notes issued in August 2018, at inital recogniton, was $4,361,289. The balance of $1,100,611 was recognized in the convertble note reserve. In discountng the loan notes to present value to determine the equity proporton of the compound fnancial instrument, NOVONIX adopted an efectve interest rate of 25.6% pa.

Note 25 Operating segments

The Group has identfed its operatng segments based on the internal reports that are reviewed and used by the Board of Directors (Chief Operatng Decision Makers) in assessing performance and determining the allocaton of resources. The Group is managed primarily on an operatonal basis. Operatng segments are determined on the basis of fnancial informaton reported to the Board.

The board has identfed three operatng segments being Batery Materials, Batery Technology and Graphite Exploraton and Mining. The Batery Materials segment develops and manufactures batery anode materials, and the Batery Technology segment develops batery cell testng equipment, performs consultng services and carries out research and development in batery development. The Graphite Exploraton and Mining segment manages the Mt Dromedary asset.

Basis of accountng for purposes of reportng by operatng segments

a.	Accountng policies adopted

Unless stated otherwise, all amounts reported to the Board of Directors, being the chief operatng decision makers, with respect to operatng segments, are determined in accordance with accountng policies that are consistent with those adopted in the annual consolidated fnancial statements of the Group.

b.	Segment assets

F-17

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

Where an asset is used across multple segments, the asset is allocated to the segment that receives the majority of the economic value from the asset. In most instances, segment assets are clearly identfable on the basis of their nature and physical locaton.

c.	Segment liabilites

Liabilites are allocated to segments where there is a direct nexus between the incurrence of the liability and the operatons of the segment. Borrowings and tax liabilites are generally considered to relate to the Group as a whole and are not allocated. Segment liabilites include trade and other payables.

d.	Unallocated items

The following items for revenue, expenses, assets and liabilites are not allocated to operatng segments as they are not considered part of the core operatons of any segment:

–Interest income
–Prepayments for deferred issuance costs
–Corporate administratve and other expenses
–Income tax expense
–Corporate share-based payment expenses
–Corporate marketng and project development expenses
–Corporate cash
–Corporate trade and other payables
–Corporate trade and other receivables

e.	Segment informaton Segment performance

		Batery		Batery		Graphite						
						Exploraton						
2022		Materials		Technology		and Mining		Unallocated		Total		

Segment revenue1	$	—	$	8,417,763	$	—	$	—	$	8,417,763		
Other income		531,850		1,658,846		—		—		2,190,696		
Interest income		—		6,042		—		5,429		11,471		
Total income		531,850		10,082,651		—		5,429		10,619,930		
Segment net proft /												
(loss) before tax	$	(28,538,900 )	$	(8,730,995 )	$	—	$	(34,171,129 )	$	(71,441,024 )		

F-18

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

		Batery		Batery		Graphite						
						Exploraton						
2021		Materials		Technology		and Mining		Unallocated		Total		

Segment revenue1	$	—	$	5,227,347	$	—	$	—	$	5,227,347		
Other income		69,204		798,882		—		81,500		949,586		
Interest income		—		—		—		35,066		35,066		
Total income		69,204		6,026,229		—		116,566		6,211,999		
Segment net proft /												
(loss) before tax	$	(11,968,654 )	$	(63,661 )	$	(46,424 )	$	(5,997,338 )	$	(18,076,077 )		

						Graphite						
		Batery		Batery		Exploraton						
2020		Materials		Technology		and Mining		Unallocated		Total		

Segment revenue1	$	—	$	4,253,435	$	—	$	—	$	4,253,435		
Other income		—		785,154		—		59,000		844,154		
Interest income		—		—		—		723		723		
Total income		—		5,038,589		—		59,723		5,098,312		
Segment net proft /												
(loss) before tax	$	—	$	(853,084 )	$	(7,426,978 )	$	(11,748,464 )	$	(20,028,526 )		

1See Note 3, Revenue, for segment revenue by product line for the years ended June 30, 2022, 2021 and 2020.

Segment assets														
		Batery		Batery		Graphite								
						Exploraton								
2022		Materials		Technology		and Mining			Unallocated			Total		

Segment assets	$	197,613,494	$	27,616,815	$	3,229,178	$		211,101,915		$	439,561,402		
						Graphite								
		Batery		Batery	Exploraton								
2021		Materials		Technology	and Mining		Unallocated			Total		

Segment assets	$	47,899,929	$	13,990,451	$	3,116,523	$	137,850,370	$		202,857,273		
Segment liabilites														
		Batery		Batery		Graphite							
						Exploraton							
2022		Materials		Technology		and Mining		Unallocated		Total		

Segment liabilites	$	59,326,240	$	13,003,443	$		—	$	2,888,400	$	75,218,083		

F-19

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

	Batery		Batery		Graphite						
					Exploraton						
2021	Materials		Technology		and Mining		Unallocated		Total		

Segment liabilites	$   9,277,070	$	7,440,067	$	-	$	1,744,334	$	18,461,471		

Geographical Segments

For the purposes of segment reportng, all segment actvites relatng to Graphite Exploraton and Mining are carried out in Australia and all segment actvites relatng to Batery Materials and Batery Technology are carried out in North America.

In fscal 2022, North America, Asia and Europe accounted for 79%, 17% and 4% of revenues, respectvely. In fscal 2021, North America, Asia and Europe accounted for 82%, 8% and 10% of revenues, respectvely. In fscal 2020, North America, Asia and Europe accounted for 77%, 13% and 10% of revenues, respectvely.

Note 26 Cash flow information

Reconciliaton of proft / (loss) afer income tax to net cash outlow from operatng actvites

			Year Ended June 30,				
		2022			2021				2020		
								
Loss for the period	$	(71,441,024 )	$	(18,076,077 )		$	(20,028,526 )	
Adjustments for											
Share-based compensaton		20,190,538			5,948,532				7,558,953		
Borrowing costs		64,297			760				5,098,906		
Fixed assets writen of		—		2,764,940				210,773		
Loss on sale of fxed assets		—		6,777				—	
Loss on equity investment securites at fair value through proft or											
loss		10,951,552			—		—	
Foreign exchange (gain) / loss		(7,194,955 )		106,787				387,371		
Non-cash terminaton setlement		—		294,247				—	
Depreciaton and amortzaton expense		5,814,905			1,697,754				1,380,303		
Government incentves		(302,922 )		(49,278 )			—	
Change in operatng assets and liabilites:											
(Increase)/decrease in other operatng assets		(6,028,224 )		(1,927,128 )			(976,969 )	
Increase in trade creditors and other operatng liabilites		7,592,541			1,060,622				775,672		
Net cash outlow from operatng actvites	$	(40,353,292	)	$	(8,172,064	)		$	(5,593,517	)	

F-20

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

(a)	Net debt reconciliaton

This secton sets out an analysis of net debt and the movements in net debt for each period presented.

Net debt											
											
							2022			2021	
										
Cash and cash equivalents					$	207,083,935		$	136,663,976	
Lease liability - repayable within one year						(489,846 )			(410,792 )	
Borrowings – repayable within one year (including overdraf)					(1,474,090 )			(277,060 )	
Lease liability - repayable afer one year							(7,265,686 )			(7,120,396 )	
Borrowings – repayable afer one year							(52,152,452 )			(5,986,565 )	
Net cash (debt)					$	145,701,861		$	122,869,163	
											
Cash and cash equivalents							207,083,935			136,663,976	
Gross debt – fxed interest rates							(9,518,941 )			(8,386,881 )	
Gross debt – variable interest rates							(51,863,133 )			(5,407,932 )	
Net cash (debt)						$	145,701,861		$	122,869,163	
				Liabilites from fnancing actvites			
				Borrowings due		Borrowings due			
		Cash		within 1 year			afer 1 year		Total	
									
Net debt as of June 30, 2020	$	38,807,662	$	(416,041 )	$	(4,716,074 )	$	33,675,547	
Cashfows		97,856,314		329,873			(4,029,769 )		94,156,418	
Other non-cash movements		—		(601,684 )			(4,361,118 )		(4,962,802 )	
Net cash as of June 30, 2021		136,663,976		(687,852 )			(13,106,961 )		122,869,163	
Cashfows		61,654,881		669,246			(45,316,323 )		17,007,804	
Other non-cash movements		8,765,078		(1,945,330 )			(994,854 )		5,824,894	
Net cash as of June 30, 2022	$	207,083,935	$	(1,963,936 )	$	(59,418,138 )	$	145,701,861	

(b)  Non-cash investng and fnancing actvites

Non-cash investng and fnancing actvites disclosed in other notes are:
•	Right of use assets – note 21

•	Optons and shares issued to employees – note 28

Note 27 Interests in subsidiaries

Informaton about Principal Subsidiaries

The Group’s material subsidiaries at June 30 are set out in the following table. Unless otherwise stated, each entty has share capital consistng solely of ordinary shares that are held by the Group, and the proporton of ownership interest held equals the votng rights held by the Group. The country of incorporaton or registraton is also their principal place of business. The functonal currency of each of the Group’s enttes is the currency of the primary economic environment in

F-21

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

which that entty operates. The consolidated fnancial statements are presented in Australian dollars, which is NOVONIX Limited’s functonal currency.

						Ownership interest			
						held of the group			
		Place of									
		business									
		/ country of		Functonal	2022	2021		Principal	
Name of entty		incorporaton		Currency	%	%		actvites	
MD South Tenements Pty Ltd		Australia		AUD		100%		100%		Graphite exploraton	
Novonix Batery Technology										Batery technology services.	
Solutons, Inc.		Canada		CAN	100%	100%			
Novonix Corp		USA		USD	100%	100%		Investment	
Novonix Anode Materials, LLC		USA		USD	100%	100%		Batery materials development	

Note 28 Share-based payments

Performance Rights and Optons

Executve key management personnel (“KMP”) partcipate in the Group’s Long-Term Incentve Program (“LTIP”) comprising grants of performance rights and optons with varying vestng conditons. The performance rights and optons carry no dividend or votng rights. Performance rights and optons may vest immediately or dependent on the recipient remaining in employment, or achievement of performance related vestng conditons, by the vestng date. When exercisable, each performance right and opton is convertble into one ordinary share of NOVONIX Limited. If an executve ceases employment before the rights or optons vest, the rights or optons will be forfeited, except in limited circumstances that they are approved by the board on a case-by-case basis.

Share rights

Non-executve Directors partcipate on an annual grant of equity awards using a value-based approach, which the Board has adopted by issuing Share Rights to Non-Executve Directors of the Company each fnancial year with a fxed US dollar value of USD$110,000. The share rights carry no dividend or votng rights. When exercisable, each share right is convertble into one ordinary share of NOVONIX Limited. If a non-executve director ceases to hold ofce before the share rights vest, the rights will convert on a prorate basis.

ero
The following table presents the compositon of share-based payments expense for the years ended June 30, 2022, June 30, 2021 and June 30, 2020 (in Australian dollars).

F-22

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

			Year Ended June 30,		
		2022				2021			2020	
Share rights granted in current year	$	3,615,341					—			—	
Performance rights granted in current year		15,034,334				2,952,676			78,362	
Performance rights granted in prior years		265,293					—			—	
Optons granted in current year		—					—			113,199	
Optons granted in prior years		1,275,570				2,995,856			7,367,392	
Share based payment expense		20,190,538				5,948,532			7,558,953	
Payments of withholding tax - Performance rights		(3,426,420 )					—			—	
Exchange diferences		(23,350 )					—			—	
Movement in share-based payments reserve	$	16,740,768			$	5,948,532		$	7,558,953	
SHARE RIGHTS											
A summary of movements of all share rights issued is as follows:											
							Year Ended June 30,	
								2022		
								Number on issue	
Share rights outstanding at July 1										—	
Granted										309,049	
Forfeited										(6,510 )	
Exercised										—	
Share rights outstanding at June 30										302,539	
Share rights exercisable at June 30										302,539	

Share rights were granted to non-executve Directors following shareholder approval at the Annual General Meetng on November 30, 2021. The share rights are convertble to ordinary shares on a 1:1 basis and vested on June 30, 2022. The value of each share right was determined with reference to the market value of the underlying securites on grant date. An expense of $3,615,341 has been recognized in the year ended June 30, 2022. No share rights were granted during the years ended June 30, 2021 and 2020. Further details of the share rights are set out in the table below:

Name	Grant date	Number	Vestng date	Fair value	Expiry	Expense recognized	
								
Anthony Bellas	November 30, 2021	66,000	June 30, 2022	$	11.95	June 30, 2023	788,700	
Andrew Liveris	November 30, 2021	66,000	June 30, 2022	$	11.95	June 30, 2023	788,700	
Robert Cooper	November 30, 2021	66,000	June 30, 2022	$	11.95	June 30, 2023	788,700	
Zhanna Golodryga	November 30, 2021	17,549	June 30, 2022	$	11.95	June 30, 2023	209,711	
Trevor St Baker	November 30, 2021	66,000	June 30, 2022	$	11.95	June 30, 2023	710,9052	
Greg Baynton	November 30, 2021	27,500	June 30, 2022	$	11.95	June 30, 2023	328,6251	
					Total expense recognized	3,615,341	

1	Greg Baynton retred as a Director on November 30, 2021 but retained his performance rights. The expense associated with his Share Rights was accelerated and the full value of the share rights was recognized at his retrement date

2	Trevor St Baker resigned as a Director on May 26, 2022, causing 6,510 of share rights previously issued to him to be forfeited.

F-23

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

PERFORMANCE RIGHTS

A summary of movements of all performance rights issued is as follows:

	2022	2021	2020	
				
Performance rights outstanding at July 1	1,600,000	3,395,833	3,395,833	
Granted	4,676,946	3,500,000	—	
Awarded^	667,831	—	—	
Forfeited	(200,000 )	(1,000,000 )	—	
Exercised	(1,687,500 )	(3,558,865 )	—	
Setled	—	(736,968 )	—	
Performance rights outstanding at June 30	5,057,277	1,600,000	3,395,833	
Performance rights exercisable at June 30	—	600,000	2,395,833	

^	Performance rights awarded to Key Management Personnel that are subject to shareholder approval which will be sought at the 2022 Annual General Meetng of Shareholders scheduled for October 26, 2022.

Performance rights granted in the current period

During the year ended June 30, 2022, performance rights (convertble to ordinary shares on a 1:1 basis) were granted to Key Management Personnel, other employees and contractors as set out in the table below. The value of each performance right was determined with reference to the market value of the underlying securites on grant date.

200,000 performance rights were forfeited during the year as not all vestng conditons were met.

Further details of the performance rights are set out in the table below:

F-24

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

Name	Grant date	Number	Vestng date		Fair value		Expiry		Expense recognized	
										
Rashda Butar	October 6, 2021	150,000	¼ April 22, 2022	$	4.92		Cessaton of employment	$	363,094	
			¼ April 22, 2023							
			¼ April 22, 2024							
			¼ April 22, 2025							
	January 28, 2022	255,238	June 30, 2024	$	7.21		Cessaton of employment		318,508	
Anthony Bellas	November 30, 2021	200,000	November 30, 2021	$	11.95		June 30, 2022		2,390,000	
Robert Nater	November 30, 2021	200,000	November 30, 2021	$	11.95		June 30, 2022		2,390,000	
Nick Liveris	November 30, 2021	200,000	November 30, 2021	$	11.95		June 30, 2022		2,390,000	
	January 28, 2022	667,831	June 30, 2024	$	2.28	^	Cessaton of employment		263,536	
										
Chris Burns	November 30, 2021	200,000	November 30, 2021	$	11.95		June 30, 2022		2,390,000	
	January 28, 2022	1,412,000	June 30, 2024	$	7.21		Cessaton of employment		1,762,013	
Non-KMP employees	July 1, 2021	1,000,000	¼ June 30, 2022	$	2.32		Cessaton of employment		1,208,731	
			¼ June 30, 2023							
			¼ June 30, 2024							
			¼ June 30, 2025							
										
Non-KMP employees	October 6, 2021	220,000		$	4.92		Cessaton of employment		327,301	
Non-KMP employees	December 2, 2021	100,000		$	12.15		Cessaton of employment		540,801	
Non-KMP employees	December 20, 2021	15,589		$	8.88		Cessaton of employment		37,916	
Non-KMP employees	October 6, 2021	500,000		$	4.92		Cessaton of employment		614,522	
Non-KMP employees	February 14, 2022	20,000	4 equal annual	$	5.81		Cessaton of employment		20,226	
Non-KMP employees	February 24, 2022	6,009	tranches	$	4.82		Cessaton of employment		5,095	
Non-KMP employees	April 12, 2022	42,317	commencing on the	$	5.90		Cessaton of employment		5,408	
Non-KMP employees	April 20, 2022	11,359	anniversary of	$	6.01		Cessaton of employment		876	
Non-KMP employees	May 2, 2022	17,430	employment	$	5.01		Cessaton of employment		1,245	
Non-KMP employees	May 23, 2022	53,200		$	3.93		Cessaton of employment		3,046	
Non-KMP employees	May 28, 2022	10,853		$	3.73		Cessaton of employment		577	
Non-KMP employees	June 6, 2022	11,400		$	3.51		Cessaton of employment		114	
Non-KMP employees	June 15, 2022	40,698		$	2.47		Cessaton of employment		1,290	
Non-KMP employees	June 22, 2022	10,853		$	2.27		Cessaton of employment		35	
	Total number issued	5,344,777					Total expense recognized	$	15,034,334	

^	On January 28, 2022 667,831 performance rights were awarded to Nick Liveris. These performance rights are subject to shareholder approval which will be sought at the 2022 Annual General Meetng of shareholders and have not been formerly granted at June 30, 2022. The fair value per performance right represents an estmate at June 30, 2022 of the grant date fair value of the performance rights.

Performance rights net-setled in the current period

The Group has an obligaton to withhold tax on the vestng of performance rights for employee’s resident in the USA and Canada. As consideraton for the withholding tax, the Group reduces the number of shares to be issued to the employees (net setled).

During the year the Group net setled the following share based share-based payments:

		Performance				
		rights				
		vested &	Net setled		Withholding	
Name	Vestng date	exercised	shares		obligaton	
						
Chris Burns	November 30, 2021	200,000	92,000	$	1,290,600	
Nick Liveris	November 30, 2021	200,000	107,851		1,101,180	
Non-KMP employees	December 11, 2021	200,000	92,000		1,034,640	
			Total	$	3,426,420	

F-25

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

OPTIONS				
A summary of movements of all optons issued is as follows:				
	2022		Weighted Average Exercise Price	
				
Optons outstanding as of July 1	32,103,334	$	0.51	
Granted to employees	—		—	
Granted to loan note holders	—		—	
Cancelled	—		—	
Forfeited	(2,740,000 ) $	0.53	
Exercised	(33,333 ) $	0.50	
Optons outstanding as of June 30	29,330,001	$	0.51	
Optons exercisable at June 30	13,796,667	$	0.52	

The weighted average remaining contractual life of optons outstanding at June 30, 2022 was 4.8 years (2021: 5.8 years).

The range of exercise prices for optons outstanding at June 30, 2022 was $0.50 to $1.40 (2021: $0.50 to $1.40; and 2020: $0.50 to $1.40).

There were no optons granted during the year ended June 30, 2022.

The model inputs for the valuatons of optons granted during the years ended June 30, 2021 and 2020 were as follows:

a.	On March 14, 2021, 100,000 share optons were awarded to an employee of the group (who is not KMP). The terms of the optons are set out in the table below. The optons hold no votng or dividend rights and are not transferable.

The fair value of these optons totaled $247,297. This value was calculated using a binomial opton pricing model applying the following inputs:

		Tranche 1		Tranche 2		Tranche 3	
								
Number of optons		33,333		33,333		33,334		
Exercise price	$	0.50	$	0.50	$	0.50		
Award date		March 14, 2021		March 14, 2021		March 14, 2021		
Expiry date		March 14, 2021		March 14, 2031		March 14, 2031		
Vestng date		February 24, 2022		February 24, 2023		February 24, 2024		
Volatlity		96.28 %		96.28 %		96.28 %	
Dividend yield		0 %		0 %		0 %	
Risk-free interest rate		1.72 %		1.72 %		1.72 %	
								
Fair value at grant date	$	2.4101	$	2.4811	$	2.5277		

b.	On December 14, 2020, 100,000 share optons were awarded to an employee of the group (who is not KMP). The terms of the optons are set out in the table below. The optons hold no votng or dividend rights and are not transferable.

F-26

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

The fair value of these optons totaled $83,444. This value was calculated using a binomial opton pricing model applying the following inputs:

		Tranche 1		Tranche 2		Tranche 3	
								
Number of optons		33,333		33,333		33,334		
Exercise price	$	0.50	$	0.50	$	0.50		
Award date		December 14, 2020		December 14, 2020		December 14, 2020		
Expiry date		December 14, 2030		December 14, 2030		December 14, 2030		
Vestng date		February 24, 2021		February 24, 2022		February 24, 2023		
Volatlity		94.2 %		94.2 %		94.2 %	
Dividend yield		0 %		0 %		0 %	
Risk-free interest rate		0.98 %		0.98 %		0.98 %	
								
Fair value at grant date	$	0.7878	$	0.8394	$	0.8758		

c.	On January 16, 2020, 1,000,000 share optons were awarded to an employee of the group (who is not KMP). The terms of the optons are set out in the table below. The optons hold no votng or dividend rights and are not transferable. The optons vest in 10 tranches on achievement of progressive PUREgraphite sales milestones. The vestng dates in the table below represent the current estmate of when the vestng conditons will be met.

The fair value of these optons totaled $377,390. This value was calculated using a binomial opton pricing model applying the following inputs:

		Tranche 1		Tranche 2		Tranche 3		Tranche 4		Tranche 5		Tranche 6		Tranche 7		Tranche 8		Tranche 9		Tranche 10	
																					
Number of optons		100,000		100,000		100,000		100,000		100,000		100,000		100,000		100,000		100,000		100,000	
Exercise price	$	0.50	$	0.50	$	0.50	$	0.50	$	0.50	$	0.50	$	0.50	$	0.50	$	0.50	$	0.50	
																					
Award date				January 16,				January 16,		January 16,		January 16,		January 16,		January 16,		January 16,			
		January 16, 2020		2020	January 16, 2020		2020		2020		2020		2020		2020		2020	January 16, 2020	
Expiry date				January 16,				January 16,		January 16,		January 16,		January 16,		January 16,		January 16,			
		January 16, 2030		2030	January 16, 2030		2030		2030		2030		2030		2030		2030	January 16, 2030	
																				
Vestng date								November 30,	December 31,		February 28,									
		May 31, 2022	March 31, 2023		June 30, 2023		2023		2023		2024	March 31, 2024		April 30, 2024		May 31, 2024		June 30, 2024	
Volatlity		82.80 %		82.80 %		82.80 %		82.80 %		82.80 %		82.80 %		82.80 %		82.80 %		82.80 %		82.80 %	
																					
Dividend yield		0 %		0 %		0 %		0 %		0 %		0 %		0 %		0 %		0 %		0 %	
Risk-free interest rate		1.18 %		1.18 %		1.18 %		1.18 %		1.18 %		1.18 %		1.18 %		1.18 %		1.18 %		1.18 %	
																					
Fair value at grant date	$	0.3541	$	0.3648	$	0.3726	$	0.3753	$	0.3809	$	0.3819	$	0.3832	$	0.3839	$	0.3883	$	0.3889	

d.	On December 7, 2019, 1,000,000 share optons were awarded to an employee of the group (who is not KMP). The terms of the optons are set out in the table below. The optons hold no votng or dividend rights and are not transferable. The optons vest in 10 tranches on achievement of progressive PUREgraphite sales milestones. The vestng dates in the table below represent the current estmate of when the vestng conditons will be met.

The fair value of these optons totaled $456,580. This value was calculated using a binomial opton pricing model applying the following inputs:

F-27

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

		Tranche 1		Tranche 2		Tranche 3		Tranche 4		Tranche 5		Tranche 6		Tranche 7		Tranche 8		Tranche 9		Tranche 10	
																					
Number of optons		100,000		100,000		100,000		100,000		100,000		100,000		100,000		100,000		100,000		100,000	
Exercise price	$	0.50	$	0.50	$	0.50	$	0.50	$	0.50	$	0.50	$	0.50	$	0.50	$	0.50	$	0.50	
																					
Award date		December 7,		December 7,		December 7,		December 7,		December 7,		December 7,		December 7,		December 7,		December 7,		December 7,	
		2019		2019		2019		2019		2019		2019		2019		2019		2019		2019	
Expiry date		December 7,		December 7,		December 7,		December 7,		December 7,		December 7,		December 7,		December 7,		December 7,		December 7,	
		2029		2029		2029		2029		2029		2029		2029		2029		2029		2029	
																					
Vestng date								November 30,		December 31,		February 28,									
		May 31, 2022	March 31, 2023		June 30, 2023		2023		2023		2024	March 31, 2024		April 30, 2024		May 31, 2024	June 30, 2024	
Volatlity		84.89 %		84.89 %		84.89 %		84.89 %		84.89 %		84.89 %		84.89 %		84.89 %		84.89 %		84.89 %	
																					
Dividend yield		0 %		0 %		0 %		0 %		0 %		0 %		0 %		0 %		0 %		0 %	
Risk-free interest rate		1.14 %		1.14 %		1.14 %		1.14 %		1.14 %		1.14 %		1.14 %		1.14 %		1.14 %		1.14 %	
																					
Fair value at grant date	$	0.4274	$	0.4415	$	0.4513	$	0.4543	$	0.4611	$	0.4623	$	0.4636	$	0.4644	$	0.4696	$	0.4703	

e.	On July 8, 2019, 2,500,000 share optons were awarded to an employee of the group (who is not KMP). The terms of the optons are set out in the table below. The optons hold no votng or dividend rights and are not transferable. The optons vest in 10 tranches on achievement of progressive PUREgraphite sales milestones. The vestng dates in the table below represent the current estmate of when the vestng conditons will be met.

The fair value of these optons totaled $804,375. This value was calculated using a binomial opton pricing model applying the following inputs:

		Tranche 1		Tranche 2		Tranche 3		Tranche 4		Tranche 5		Tranche 6		Tranche 7		Tranche 8		Tranche 9		Tranche 10	
																					
Number of optons		250,000		250,000		250,000		250,000		250,000		250,000		250,000		250,000		250,000		250,000	
Exercise price	$	0.50	$	0.50	$	0.50	$	0.50	$	0.50	$	0.50	$	0.50	$	0.50	$	0.50	$	0.50	
																					
Award date		July 8, 2019		July 8, 2019		July 8, 2019		July 8, 2019		July 8, 2019		July 8, 2019		July 8, 2019		July 8, 2019		July 8, 2019		July 8, 2019	
Expiry date		July 8, 2029		July 8, 2029		July 8, 2029		July 8, 2029		July 8, 2029		July 8, 2029		July 8, 2029		July 8, 2029		July 8, 2029		July 8, 2029	
																				
Vestng date								November 30,	December 31,		February 28,									
		May 31, 2022		March 31, 2023		June 30, 2023		2023		2023		2024	March 31, 2024		April 30, 2024		May 31, 2024		June 30, 2024	
Volatlity		85.08 %		85.08 %		85.08 %		85.08 %		85.08 %		85.08 %		85.08 %		85.08 %		85.08 %		85.08 %	
																					
Dividend yield		0 %		0 %		0 %		0 %		0 %		0 %		0 %		0 %		0 %		0 %	
Risk-free interest rate		1.32 %		1.32 %		1.32 %		1.32 %		1.32 %		1.32 %		1.32 %		1.32 %		1.32 %		1.32 %	
																					
Fair value at grant date	$	0.3026	$	0.3115	$	0.3179	$	0.3201	$	0.3248	$	0.3255	$	0.3264	$	0.3270	$	0.3307	$	0.3310	

Note 29 Related party transactions

During the fnancial year:

(a)	On November 30, 2021, 800,000 performance rights (convertble to ordinary shares on a 1:1 basis) were granted to Robert Nater, Chairman (200,000), Tony Bellas, non-executve Director (200,000), Chris Burns, CEO (200,000) and Nick Liveris, CFO (200,000). The performance rights were formally approved by shareholders at the AGM on November 30,2021. The value of each performance right was determined to be $11.95, with a vestng date of November 30, 2021. These performance rights were converted to shares on December 14, 2021. An expense of $9,560,000 has been recognized in the year ended June 30, 2022.

(b)	On November 30, 2021, the following Share rights were issued to non-executve Directors. The share rights are convertble to ordinary shares on a 1:1 basis, and vested on June 30, 2022:
a.	Tony Bellas (Director) – 66,000 share rights
b.	Andrew Liveris (Director) – 66,000 share rights
c.	Robert Cooper (Director) – 66,000 share rights
d.	Trevor St Baker (Director) – 66,000 share rights
e.	Greg Baynton (former Director) – 27,500 share rights
f.	Zhanna Golodryga (Director) – 17,549 share rights

(c)	On January 28, 2022, 1,412,000 performance rights were granted to Chris Burns as an LTI for FY2022. The performance rights (convertble to ordinary shares on a 1:1 basis) vest on June 30, 2024. 50% of the

F-28

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

performance rights vest subject to contnued employment, and 50% vest subject to the achievement of performance conditons.

(d)	On January 28, 2022, 255,238 performance rights were granted to Rashda Butar as an LTI for FY2022. The performance rights (convertble to ordinary shares on a 1:1 basis) vest on June 30, 2024. 50% of the performance rights vest subject to contnued employment, and 50% vest subject to the achievement of performance conditons.

(e)	On January 28, 2022, 667,831 performance rights were awarded to Nick Liveris as an LTI for FY2022. The grantng and issue of the performance rights is subject to shareholder approval which will be sought at the 2022 Annual General Meetng of Shareholders and the performance rights have not been issued at June 30, 2022. The performance rights (convertble to ordinary shares on a 1:1 basis) vest on June 30, 2024. 50% of the performance rights vest subject to contnued employment, and 50% vest subject to the achievement of performance conditons.

During the prior fnancial year:

(f)	On December 14, 2020, 2,250,000 performance rights (convertble to ordinary shares on a 1:1 basis) were granted to Chris Burns, CEO (1,500,000) and Nick Liveris, CFO (750,000). The performance rights were formally approved by shareholders at the AGM on November 17, 2020. The value of each performance right was determined to be $1.06, with a vestng date of January 4, 2021 and an expiry date of June 30, 2022. An expense of $2,044,286 has been recognised in the year ended June 30, 2021.

(g)	The Group entered into a separaton agreement with Philip St Baker following his resignaton on September 23,2020, which included the setlement of a $1,500,000 limited resource loan. Refer note 24(j).

(h)	On March 16 ,2021 the following performance rights were exercised and converted into fully paid ordinary shares:

a.	Greg Baynton (Director) – 300,000 performance rights

b.	Chris Burns (CEO) – 1,800,000 performance rights

c.	Nicholas Liveris (CFO) – 900,000 performance rights

During the 2020 fnancial year:

(i)	Philip St Baker was paid rent totaling $77,579 (USD$52,000), for the use of property owned by Mr St Baker in Colorado, USA. Mr St Baker’s salary has been adjusted to refect the additonal beneft Mr St Baker is receiving.

(j)	10,000,000 unsecured loan notes with a face value of $0.40 were issued to the St Baker Energy Innovaton	Fund, a related
party of Mr St Baker.  Prior to the issue of the loan notes, the St Baker Energy Innovaton Fund provided the Company with a
$4,000,000 short-term unsecured loan bearing interest at a rate of 10%. Following shareholder approval on 31 July 2019 for the
loan notes, the short-term loan was converted to loan notes.

(k)	In March 2020 the Company entered into a short-term loan agreement with the St Baker Energy Innovaton Fund for
$3,400,000. The loan is unsecured, interest bearing at a rate of 12.5% pa from the date of drawdown calculated on a daily basis and is repayable upon the earlier of the Company raising sufcient funds and 6 months. This loan was setled as part of the June 2020 Capital Raising.

F-29

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

(l)	At a General Meetng of Shareholders held on 30 June 2020, Shareholders approved the issue of 67,085,100 fully paid ordinary shares to the St Baker Energy Innovaton Fund at an issue price of $0.29 per share raising $19,454,679. The consideraton for the shares received consisted of cash and the retrement of both convertble loan notes and short-term loans owing. Details of the Strategic Placement are set out in the table below:

	Face value of loan notes				Placement			Shares issued		
	and balance of short-term		Interest accrued				Total			
					proceeds			(Number)		
		loan									
											
Loan notes redeemed	$	10,000,000	$	1,187,397		-	$	11,187,397	38,577,232		
Short-term loan repaid		3,400,000		131,575		-		3,531,575	12,177,845		
Placement proceeds		-		-		4,735,707		4,735,707	16,330,023		
Total	$	13,400,000	$	1,318,972	$	4,735,707	$	19,454,679	67,085,100		

(m)  The Group entered into short-term loan agreements with directors totaling $3,148,960. These loans were
unsecured, interest bearing at a rate of 8% pa from the date of drawdown calculated on a daily basis, and were repayable upon the
earlier of the Company raising sufcient funds and 6 months.  These loans were setled as part of the Capital Raising.

There were no other related party transactons during the current or prior fnancial years. For details of disclosures relatng to key management personnel, refer to Note 7.

Note 30   Commitments and Contingencies

(a)	Exploraton commitments

Year Ended June 30,
2022	2021

Commitments for payments under exploraton permits in existence at the reportng date	$	23,000	$	13,000		
but not recognized as liabilites payable						

So as to maintain current rights to tenure of various exploraton tenements, the Group will be required to outlay amounts in respect of tenement exploraton expenditure commitments. These outlays, which arise in relaton to granted tenements are noted above. The outlays may be varied from tme to tme, subject to approval of the relevant government departments, and may be relieved if a tenement is relinquished.

Exploraton commitments are calculated on the assumpton that each of these tenements will be held for its full term. But, in fact, commitments will decrease materially as exploraton advances and ground that is shown to be unprospectve is progressively surrendered. Expenditure commitments on prospectve ground will be met out of existng funds, farm-outs, and new capital raisings.

F-30

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

(b)	Capital commitments

Signifcant capital expenditure contracted for at the end of the reportng period but not recognized as liabilites is as follows:

		Year Ended June 30,	
		2022			2021	
Property, plant and equipment	$	14,893,026		$	10,182,218	

The capital commitments relate to purchases of property, plant and equipment in connecton with the expansion of our business and development of our technologies in the NAM and BTS business segments and are expected to be recognized within the next twelve months.

(c)	Legal Proceedings

The Group is currently not a party to any material legal proceedings. From tme to tme, the Group may become involved in legal proceedings arising in the ordinary course of business. Such claims or legal actons, even if without merit, could result in the expenditure of signifcant fnancial and management resources and potentally result in civil liability for damages.

Note 31   Financial risk management

This note explains the group’s exposure to fnancial risks and how these risks could afect the group’s future fnancial performance.
Current year proft and loss informaton has been included where relevant to add further context.

The totals for each category of fnancial instruments, measured in accordance with IAS 39: Financial Instruments: Recogniton and
Measurement, as detailed in the accountng policies to these consolidated fnancial statements, are as follows:

				June 30		
				2022			2021	
	Notes							
Financial assets								
Cash and cash equivalents	10	$	207,083,935	$	136,663,976	
Trade and other receivables	11			3,558,016			2,042,963	
Financial assets at fair value through proft or loss	16			24,179,998			—	
Total fnancial assets				234,821,949			138,706,939	
Financial liabilites								
Trade payables	19			3,847,509			1,823,898	
Lease liabilites	21			7,755,532			7,531,188	
Borrowings	22			53,626,542			6,263,625	
Total fnancial liabilites		$	65,229,583	$	15,618,711	

The Board has overall responsibility for the determinaton of the Group’s risk management objectves and policies. The overall objectve of the Board is to set policies that seek to reduce risk as far as possible without unduly afectng the Group’s compettveness and fexibility.

F-31

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

Market risk

Market risk is the risk that the change in market prices, such as foreign exchange rates, interest rates and equity prices will afect the Group’s income or the value of its holdings of fnancial instruments.

Foreign currency risk

Foreign exchange risk arises from future transactons and recognized assets and liabilites denominated in a currency that is not the functonal currency of the relevant Group entty. Exposure to foreign currency risk may result in the fair value or future cash fows of a fnancial instrument fuctuatng due to movement in foreign exchange rates of currencies in which the Group holds fnancial instruments which are other than the AUD functonal currency of the Group.

With instruments being held by overseas operatons, fuctuatons in the US dollar and the Canadian dollar may impact on the Group’s fnancial results.

The following table shows the foreign currency risk as on the fnancial assets and liabilites of the Group’s operatons denominated in currencies other than the functonal currency of the operatons.

The group’s exposure to foreign currency risk at the end of the reportng period, expressed in Australian dollars, was as follows:

		2022		2021		2022		2021	
		CAD		CAD		USD		USD	
									
Cash at bank	$	-	$	-	$	128,936,395	$	69,950,408	
Trade receivables		—		—		2,587,528		1,305,421	
Trade payables		—		—		804,376		460,536	
Borrowings	$	13,376	$	1,919	$	-	$	-	

Cash fow and fair value interest rate risk

The group’s main interest rate risk arises from long-term borrowings with variable rates, which expose the group to cash fow interest rate risk. During 2022, the group’s borrowings at variable rates were denominated in Canadian and US dollars.

As the Group has interest-bearing cash assets, the Company’s income and operatng cash fows are exposed to changes in market interest rates. The Company manages its exposure to changes in interest rates by using fxed term deposits.

At June 30, 2022 , if interest rates had changed by -/+ 100 basis points from the year-end rates with all other variables held constant, post-tax proft / (loss) for the year would have been $1,552,208 (June 30, 2021: $1,237,193) lower/higher, as a result of higher/lower interest income from cash and cash equivalents.

Credit risk

Credit risk is managed on a Group basis. Credit risk arises primarily from cash and cash equivalents and deposits with banks and fnancial insttutons, and trade and other receivables. For bank and fnancial insttutons, only independently rated partes with a minimum ratng of ‘AAA’ are accepted.

F-32

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

For trade and other receivables, amounts are considered as “past due” when the debt has not been setled, in line with the terms and conditons agreed between the Group and the customer to the transacton. Due to a strong credit approval process, the Group has a minimal history of bad debt write-ofs.

The balance of receivables that remain within inital trade terms are considered to be of high credit quality. The credit quality of fnancial assets that are neither past due nor impaired can be assessed by reference to external credit ratngs (if available).

The credit quality of fnancial assets that are neither past due nor impaired can be assessed by reference to external credit ratngs (if available).

Liquidity risk

Prudent liquidity risk management implies maintaining sufcient cash and marketable securites to meet obligatons when due.

The Group manages liquidity risk by contnuously monitoring forecast and actual cash fows. No fnance facilites were available to the Group at the end of the reportng period.

All fnancial assets mature within one year. The maturity of all fnancial liabilites is set out in the table below.

Financing arrangements

The group’s undrawn borrowing facilites as at June 30, 2022 totals $2,095,015 (CAD $1,861,830) which relates to the loan facilites secured over commercial land and buildings (refer note 22).

Maturites of fnancial liabilites

As of June 30, 2022, the contractual maturites of the group’s non-derivatve fnancial liabilites were as follows:

Contractual		Less than			6 - 12			Between			Between			Over 5			Total			Carrying	
maturites of		6 months			months			1 and 2			2 and 5			years			contractual			amount	
fnancial								years			years						cash fows				
liabilites																					
																					
At June 30, 2022																					
Trade payables	$	9,479,659	$	—	$	—	$	—	$	—	$	9,479,659	$	9,479,659	
Lease liabilites		403,904			403,904			832,181			2,496,544			5,779,037			9,915,570			7,755,532	
Borrowings		1,588,618			1,661,129			3,472,057			10,648,817			50,294,010			67,664,631			53,626,542	
Total non-derivatves	$	11,472,181		$	2,065,033		$	4,304,238		$	13,145,361		$	56,073,047		$	87,059,860		$	70,861,733	

Note 32	Events after the reporting date

Since the end of the fnancial year:

There have been no other maters or circumstances that have arisen since the end of the fnancial year which signifcantly afected or could signifcantly afect the operatons of the Company, the results of those operatons or the state of afairs of the Company in future fnancial years.

F-33

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

Item 19. Exhibits

				INDEX TO EXHIBITS	
Exhibit																								
Number			Descripton of Exhibit	
																								
1.1			Certfcate of Registraton of the Registrant (incorporated by reference to Exhibit 1.1 to the Company's Registraton	
			Statement on Form 20-F (File No. 001-41208) fled with the SEC on January 6, 2022).														
1.2			Consttuton of the Registrant (incorporated by reference to Exhibit 1.2 to the Company's Registraton Statement on Form	
			20-F (File No. 001-41208) fled with the SEC on January 6, 2022).										
																					
2.1			Form of Deposit Agreement (incorporated by reference to Exhibit 2.1 to Amendment No. 2 to the Company's Registraton	
			Statement on Form 20-F/A (File No. 001-41208) fled with the SEC on January 27, 2022).									
																				
2.2			Form of American Depositary Receipt evidencing American Depositary Shares (included in Exhibit 2.1).		
2.3			Descripton of Securites Registered Under Secton 12 of the Exchange Act.	
																		
4.1			Form of Deed of Indemnity, Insurance and Access (incorporated by reference to Exhibit 4.1 to the Company's Registraton	
			Statement on Form 20-F (File No. 001-41208) fled with the SEC on January 6, 2022).											
4.2†			Executve Opton Plan (incorporated by reference to Exhibit 4.4 to the Company's Registraton Statement on Form 20-F (File	
			No. 001-41208) fled with the SEC on January 6, 2022).			
															
4.3†			Performance Rights Plan (incorporated by reference to Exhibit 4.3 to the Company's Registraton Statement on Form 20-F	
			(File No. 001-41208) fled with the SEC on January 6, 2022).										
4.4			Purchase and Sale Agreement entered into as of April 12, 2021, between West End Property II, LLC and PUREgraphite, LLC	
			(incorporated by reference to Exhibit 4.4 to the Company's Registraton Statement on Form 20-F (File No. 001-41208) fled							
			with the SEC on January 6, 2022).						
4.5			First Amendment to the Purchase and Sale Agreement entered into as of June 9, 2021, between West End Property II, LLC		
			and PUREgraphite, LLC (incorporated by reference to Exhibit 4.5 to the Company's Registraton Statement on Form 20-F (File	
			No. 001-41208) fled with the SEC on January 6, 2022).		
								
4.6			Second Amendment to the Purchase and Sale Agreement entered into as of June 30, 2021, between West End Property II,		
			LLC and PUREgraphite, LLC (incorporated by reference to Exhibit 4.6 to the Company's Registraton Statement on Form 20-F	
			(File No. 001-41208) fled with the SEC on January 6, 2022).			
4.7			Third Amendment to the Purchase and Sale Agreement entered into as of July 22, 2021, between West End Property II, LLC	
			and PUREgraphite, LLC (incorporated by reference to Exhibit 4.7 to the Company's Registraton Statement on Form 20-F (File		
			No. 001-41208) fled with the SEC on January 6, 2022).		

F-5

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

4.8	Loan Agreement dated as of July 28, 2021, between Novonix 1029, LLC and DBR Investments Co. Limited (incorporated by			
	reference to Exhibit 1.1 to the Company's Registraton Statement on Form 20-F (File No. 001-41208) fled with the SEC on		
	January 6, 2022).				
4.9	Subscripton Agreement dated as of August 9, 2021, between NOVONIX Limited and Phillips 66 Company (incorporated by		
	reference to Exhibit 4.10 to the Company's Registraton Statement on Form 20-F (File No. 001-41208) fled with the SEC on		
	January 6, 2022).			
4.10	Securites Purchase Agreement, dated as of January 31, 2022, by and between KORE Power, Inc., and the Company.		
4.11	Investors' Rights Agreement, dated as of January 31, 2022, between KORE Power, Inc. and the Company.				

8	List of subsidiaries.

12.1	Certfcaton of the Principal Executve Ofcer pursuant to Securites Exchange Act Rules 13a-14(a) and 15d-14(a).	
12.2	Certfcaton of the Principal Financial Ofcer pursuant to Securites Exchange Act Rules 13a-14(a) and 15d-14(a).		
13.1	Certfcaton of the Principal Executve Ofcer pursuant to Securites Exchange Act Rules 13a-14(a) and 15d-14(b).	
13.2	Certfcaton of the Principal Financial Ofcer pursuant to Securites Exchange Act Rules 13a-14(a) and 15d-14(ab.		
101	Interactve Data File	

104	Cover Page Interactve Data File

†	Indicates a management contract or compensatory plan arrangement

F-6

Notes to the consolidated financial statements for the years ended 30 June 2022, 2021, and 2020

SIGNATURES

The registrant hereby certfes that it meets all of the requirements for fling of Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

NOVONIX LIMITED

By:	/s/ Dr. John Christopher Burns

Dr. John Christopher Burns

Chief Executve Ofcer
Date: August 31, 2022

F-7

Exhibit 2.3

DESCRIPTION OF SECURITIES

REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT

Memorandum and Articles of Association

Our Constitution

Our Constitution governs our internal management and is similar in nature to the bylaws of a U.S. corporation. It does not provide for or prescribe any specific objectives or purposes of our company. It provides that our company may exercise any power, take any action or engage in any conduct which the Corporations Act permits a company limited by shares to exercise, take or engage in. Under the Corporations Act, a company has the legal capacity and powers of an individual both within and outside Australia, as well as a number of other powers specific to companies.

Our Constitution is subject to the terms of the Corporations Act. It may be amended or repealed and replaced by special resolution of shareholders, which is a resolution passed by at least 75% of the votes cast by shareholders (in person or by proxy) entitled to vote on the resolution.

The material provisions of our Constitution are summarized below. This summary is not intended to and does not constitute a complete statement of the rights and liabilities of our shareholders, and is qualified in its entirety by reference to the complete text of our Constitution, a copy of which is included as an exhibit to our Annual Report on Form 20-F for the year ended June 30, 2022 (the “Annual Report”).

Interested Directors

Unless a relevant exception applies, the Corporations Act requires our directors to disclose any material personal interest in a matter that relates to the affairs of our company and prohibits them from voting on those matters and from being present at the meeting while the matter is being considered. However, a director with a material personal interest may be present at the meeting and vote on the matter if directors who do not have a material personal interest in the relevant matter have passed a resolution:

•	identifying that director, the nature and extent of the director’s interest in the matter and its relation to our affairs; and

•	stating that those directors are satisfied that the interest should not disqualify the director from voting or being present. If a director has an interest in a matter, then under our Constitution that director may:
•	subject to the requirements under the Corporations Act described above, participate in and vote on that matter;

•	be counted in determining whether a quorum is present at any directors’ meeting considering that matter, provided they are entitled to vote on at least one of the resolutions to be proposed at that meeting;

•	execute any document relating to that matter; and

•	provided their interest has been disclosed (where required by Australian law) prior to the relevant transaction being entered into, retain the benefits under any transaction that relates to the interest.

In addition, the Corporations Act and the ASX Listing Rules require shareholder approval of the provision of financial benefits by our company to our directors, unless a relevant exception applies.

Remuneration of Our Directors and Senior Management During the Fiscal Year Ended June 30, 2022

Details of the remuneration of our directors and senior management for our fiscal year ended June 30, 2022, are set forth below.

﻿	﻿	﻿﻿		Fixed remuneraton		﻿		Variable remuneraton		﻿	﻿		
														
	﻿	﻿	﻿	Post- employment ﻿		﻿	Non-monetary ﻿	﻿	﻿		﻿	﻿				
Name	Year		Cash salary	benefts	Terminaton payments		benefts1	STI2	Discretonary payment3	Performance/Share rights4	Optons4		Total		
Key management personnel	﻿  ﻿	﻿  ﻿	﻿  ﻿	﻿	﻿	﻿  ﻿	﻿  ﻿	﻿  ﻿	﻿	﻿	﻿  ﻿	﻿	﻿			
(Group)																
C Burns	﻿	﻿	﻿	﻿		﻿	﻿	﻿	﻿		﻿	﻿				
	2022		879,884	17,598	—		2,651	938,377	—	4,152,013	303,145		6,293,668			
N Liveris	﻿	﻿	﻿	﻿		﻿	﻿	﻿	﻿		﻿	﻿				
	2022		552,588	65,712	—		—	580,320	—	2,653,426	106,693		3,958,739			
R Butar (appointed 22/04/2021) ﻿	﻿	﻿	﻿		﻿	﻿	﻿	﻿		﻿	﻿				
_________________	2022		499,374	73,499	—		—	262,232	—	681,601	—		1,516,706			
																
1 Short-term benefts as per Corporatons Regulaton 2M.3.03(1) Item 6, primarily health insurance.
2 C Burns and N Liveris were both enttled to an STI equivalent to 100% of their cash salary for fscal year 2022. The amount disclosed for STI difers to the amount disclosed as cash salary due to movements in foreign currency as STI’s for fscal year 2022 have been accrued in USD and translated at the closing ASD:USD spot rate.

3 During the prior fnancial year some KMP were paid discretonary payments to refect their contributon which in the opinion of the directors is outside the scope of the ordinary dutes of their roles as KMP.
4 Performance rights, share rights and optons are expensed over the performance period, which includes the year in which the rights and optons are awarded / granted and the subsequent vestng period.

				Fixed remuneration					Variable remuneration						
						Non-monetary										
				Post- employment									Options2				
Name	Year		Cash salary	benefits	Termination payments		benefits		STI	Discretionary payment1	Performance/Share rights2				Total		
Non-executve Directors	﻿	﻿﻿	﻿﻿		﻿﻿	﻿﻿		﻿﻿	﻿﻿		﻿﻿	﻿﻿		﻿﻿	﻿		
R Nater (exec from 24/9/2020 to	﻿	﻿	﻿		﻿	﻿		﻿	﻿		﻿	﻿		﻿				
30/11/2021)	2022		171,543	—	—		—		—	—	2,390,000		56,522		2,618,065			
A Bellas	﻿	﻿	﻿		﻿	﻿		﻿	﻿		﻿	﻿		﻿				
	2022		170,992	17,099	—		—		—	—	3,178,700		—		3,366,791			
G A J Baynton (ceased 30/11/2021)	﻿	﻿	﻿		﻿	﻿		﻿	﻿		﻿	﻿		﻿				
	2022		31,078	3,108	—		—		—	—	328,625		—		362,811			
R Cooper	﻿	﻿	﻿		﻿	﻿		﻿	﻿		﻿	﻿		﻿				
	2022		96,368	9,637	—		—		—	—	788,700		—		894,705			
A Liveris	﻿	﻿	﻿		﻿	﻿		﻿	﻿		﻿	﻿		﻿				
	2022		71,083	7,108	—		—		—	—	788,700		508,697		1,375,588			
Z Golodryga (appointed 20/10/2021)	﻿	﻿	﻿		﻿	﻿		﻿	﻿		﻿	﻿		﻿				
	2022		59,529	—	—		—		—	—	209,711		—		269,240			
J Oelwang (appointed 2/3/2022)	﻿	﻿	﻿		﻿	﻿		﻿	﻿		﻿	﻿		﻿				
	2022		19,431	—	—		—		—	—	—		—		19,431			
T St Baker (ceased	﻿	﻿	﻿		﻿	﻿		﻿	﻿		﻿	﻿		﻿				
26/5/2022)	2022		57,365	5,736	—		—		—	—	710,905		—		774,006			
__________________																		

1 During the prior fnancial year some KMP were paid discretonary payments to refect their contributon which in the opinion of the directors is outside the scope of the ordinary dutes of their roles as KMP.

2 Performance rights, share rights and optons are expensed over the performance period, which includes the year in which the rights and optons are awarded / granted and the subsequent vestng period.

Borrowing Powers Exercisable by Directors

Pursuant to our Constitution, the management and control of our business affairs are vested in our board of directors. Our board of directors has the power to borrow or raise money in any other way for the purposes of the company, and may grant security for the repayment, performance or fulfilment of any debts, liabilities, contracts or obligations incurred or undertaken by the company in any manner and upon any terms and conditions as our board of directors deems appropriate.

Retirement of Directors

Pursuant to the ASX Listing Rules, we must hold an election of directors at each annual general meeting, at which at least one director must stand for election or re-election. If there would not otherwise be a vacancy on the

board, and no director is required to retire (as described below), then the director who has been longest in office since last being elected must retire.

A director will be required to retire if: (i) they have been appointed by the other directors since the previous annual general meeting (as an addition to the board or to fill a casual vacancy), or (ii) they would hold office without re-election beyond the third annual general meeting following their appointment. Retirement based on the latter rule does not apply to the managing director.

The retirement of a director from office, and the re-election of a director or the election of another person to that office, takes effect at the conclusion of the relevant annual general meeting.

Rights and Restrictions on Classes of Shares

The rights attaching to our ordinary shares are detailed in our Constitution. Our Constitution provides that, subject to the Corporations Act, the ASX Listing Rules and our Constitution, our directors may issue shares (including shares with certain preferential rights, as described below) and grant options over unissued shares to such persons, on such terms and with such rights and restrictions as they may determine.

Preference shares issued by our company may be liable to be redeemed or converted to ordinary shares and will have limited voting rights. They would also receive a preferential dividend, in priority to the payment of any dividend on the ordinary shares, at a rate (fixed or variable) and on the basis (including whether cumulative or not) decided by the directors.

As of the date of the Annual Report, our outstanding share capital consists of only one class of ordinary shares.

Dividend Rights

Under the Corporations Act, a company must not pay a dividend unless:

•	the company’s assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend;

•	the payment of the dividend is fair and reasonable to the company’s shareholders as a whole; and

•	the payment of the dividend does not materially prejudice the company’s ability to pay its creditors.

Subject to this requirement, our board of directors may from time to time determine to pay dividends to shareholders. All unclaimed dividends may be invested by our board of directors for our benefit until claimed or until required to be dealt with under any law relating to unclaimed moneys.

Voting Rights

Under our Constitution, and subject to any voting exclusions imposed under the ASX Listing Rules (which typically exclude parties from voting on resolutions in which they have an interest) and any rights and restrictions attaching to a class of shares (such as voting rights for preference shares, if any were issued), each shareholder has one vote on a show of hands at a meeting of the shareholders. If a poll is demanded under the Constitution or the Corporations Act, each shareholder shall have one vote for each fully paid share and a fractional vote for each share held by that shareholder that is not fully paid, such fraction being equivalent to the proportion of the amount that has been paid to such date on that share. Shareholders may vote in person or by proxy, attorney or representative. Under Australian law, shareholders of a public company are generally not permitted to approve corporate matters by written consent. Our Constitution does not provide for cumulative voting.

Under Australian law, an ordinary resolution is passed if a majority of the votes cast on the resolution (in person or by proxy) by members entitled to vote on the resolution are in favor of the resolution. Under our Constitution, if the votes are equal on a proposed resolution, the chair of the meeting has a casting vote in addition to any deliberative vote. Under Australian law, a special resolution (which is required to amend our Constitution, among other things) is passed if at least 75% of the votes cast on the resolution (in person or by proxy) by members entitled to vote on the resolution are in favor of the resolution.

ADS holders may not directly vote at a meeting of the shareholders but may instruct the depositary to vote the number of deposited ordinary shares which their ADSs represent. See “American Depositary Shares—Voting Rights” below.

Right to Share in Our Profits

Pursuant to our Constitution, our shareholders are entitled to participate in our profits only by payment of dividends. Our board of directors may from time to time determine to pay dividends to the shareholders. However, any such dividend is only payable in accordance with the requirements set out in the Corporations Act described above under “—Dividend Rights”.

Rights to Share in the Surplus in the Event of Winding Up

Our Constitution provides for the right of shareholders to participate in a surplus in the event of our winding up, subject to the rights attaching to a class of shares.

No Redemption Provision for Ordinary Shares

There are no redemption provisions in our Constitution in relation to ordinary shares. Under our Constitution, shares may be issued and allotted, which are liable to be redeemed (i.e. redeemable preference shares). Under the Corporations Act, redeemable preference shares may only be redeemed if those preference shares are fully paid-up and payment in satisfaction of redemption is out of profits or the proceeds of a new issue of shares made for the purpose of the redemption.

Variation or Cancellation of Share Rights

Subject to the Corporations Act, the ASX Listing Rules and the terms of issue of shares of that class, the rights and privileges attached to shares in a class of shares may only be varied or cancelled by a special resolution, together with either:
•	a special resolution passed at a meeting of members holding shares in the class; or

•	the written consent of members with at least 75% of the votes in the class.

Directors May Make Calls

Our Constitution provides that subject to the terms on which partly paid shares are issued, directors may make calls on the holders of the ordinary shares for any money unpaid on them.

General Meetings of Shareholders

General meetings of shareholders may be called by our board of directors. Except as permitted under the Corporations Act, shareholders may not convene a meeting. The Corporations Act requires the directors to call and arrange to hold a general meeting on the request of shareholders with at least 5% of the votes that may be cast at a general meeting. Notice of the proposed meeting of our shareholders is required to be given to shareholders at least 28 days prior to such meeting under the Corporations Act.

Foreign Ownership Regulation

Our Constitution does not impose specific limitations on the rights of non-Australian residents to hold or acquire our securities. However, proposed acquisitions of securities in Australian companies by foreign persons may be subject to review by the Australian Federal Treasurer (who is advised by Australia’s Foreign Investment Review Board, or FIRB) under the Foreign Acquisitions and Takeovers Act 1975 (Cth), or the FATA.

Foreign investment actions which qualify for review under the FATA can be classified in one of two ways: there are actions which must be notified to FIRB and actions which may be notified to FIRB. Generally, an acquisition of securities in an Australian company by a foreign person must be notified to FIRB if: (i) the foreign person and any of their associates would together hold an interest in 20% or more of the issued securities of, or would be in a position to control 20% or more of the voting power in, that company, and (ii) the relevant monetary threshold is satisfied. As an example of the monetary threshold which may apply, for a U.S. person acquiring an equity interest in an Australian company which does not operate a “sensitive” business (e.g. media, telecommunications, transport, defence etc.), the transaction would generally only qualify for review under the FATA if the total asset value of the company or its total issued securities value was greater than A$1.216 billion (indexed).

The Australian Federal Treasurer has broad powers in relation to proposed acquisitions. The Treasurer may prevent proposed acquisitions or impose conditions on them. If a qualifying action is not voluntarily submitted to FIRB for review, a foreign person who proceeds with the acquisition is subject to the risk that the Treasurer may subsequently consider the transaction to be contrary to Australia’s national interest or its national security and may, accordingly, make adverse orders in respect of the action (including divestment orders). Divestment orders may also be made if a foreign person acquires an interest in securities in an Australian company in contravention of the FATA.

Foreign investment is a complex area of Australian law. Whether actions qualify for review under the FATA, and whether the Australian Federal Treasurer will exercise their power to prohibit or impose conditions on a foreign person’s proposed acquisition, will depend on, among other things, the identity of the foreign person (such as whether they are a government or non-government investor, whether they have any associates and their nationality), the nature of the Australian company and its business and the proposed structure and value of the transaction. Given this complexity, this section of this exhibit does not, and does not intend to, exhaustively describe Australia’s foreign investment laws or the various regulations which may apply in respect of a particular transaction. Australian law advice should be sought in respect of specific foreign investment issues.

Issues of Shares and Change in Capital

Subject to our Constitution, the Corporations Act, the ASX Listing Rules and any other applicable law, we may at any time issue shares and grant any person options over unissued shares on any terms, and with such rights and restrictions, as the directors may determine.

The directors may issue preference shares, as described above under “—Rights and Restrictions on Classes of Shares”.

Subject to the requirements of our Constitution, the Corporations Act, the ASX Listing Rules and any other applicable law, including relevant shareholder approvals, we may consolidate or divide our share capital into a larger or smaller number by resolution, reduce our share capital in any manner (provided that the reduction is fair and reasonable to our shareholders as a whole and does not materially prejudice our ability to pay creditors) or buy back our ordinary shares, whether under an equal access buy-back or on a selective basis.

Ownership Threshold

There are no specific provisions in our Constitution that require a person to disclose ownership above a certain threshold. The Corporations Act, however, requires a person to notify us and the ASX once the person, together with their associates, acquires a 5% “relevant interest” in our ordinary shares, at which point the person will be considered to be a “substantial” holder. See “—Change of Control” below regarding when a person has a “relevant interest”. Further, once a person holds (alone or together with associates) a 5% relevant interest in us, such person

must notify us and the ASX of any increase or decrease of 1% or more in their holding of our ordinary shares, and must also notify us and the ASX upon their ceasing to be a “substantial” holder.

Change of Control

Takeovers of listed Australian public companies, including us, are regulated by the Corporations Act, which prohibits the acquisition of a “relevant interest” in issued voting shares in a listed company if the acquisition will lead to that person’s or someone else’s voting power in our company increasing from 20% or below to more than 20% or increasing from a starting point that is above 20% and below 90%, which we refer to as the Takeovers Prohibition, which is subject to a range of exceptions.

Generally, a person will have a relevant interest in securities if the person:

•	is the holder of the securities (other than if the person holds those securities as a bare trustee);

•	has power to exercise, or control the exercise of, a right to vote attached to the securities; or

•	has the power to dispose of, or control the exercise of a power to dispose of, the securities.

If, at a particular time,

•	a person has a relevant interest in issued securities; and

•	the person (whether before or after acquiring the relevant interest) has:

○	entered or enters into an agreement with another person with respect to the securities;

○	given or gives another person an enforceable right, or has been or is given an enforceable right by another person, in relation to the securities (whether the right is enforceable presently or in the future and whether or not on the fulfillment of a condition); or

○	granted or grants an option to, or has been or is granted an option by, another person with respect to the securities; and

•	the other person would have a relevant interest in the securities if the agreement were performed, the right enforced or the option exercised, then the other person is taken to have a relevant interest in the relevant securities.
There are a number of exceptions to the Takeover Prohibition. In general terms, some of the more significant exceptions include:

•	when the acquisition results from the acceptance of an offer under a formal takeover bid;

•	when the acquisition is conducted on market by or on behalf of the bidder during the bid period for a full takeover bid that is unconditional or only conditional on certain ‘prescribed’ matters set out in the Corporations Act;

•	when the acquisition has been previously approved by our shareholders by resolution passed in a general meeting;

•	an acquisition by a person if, throughout the six months before the acquisition, that person or any other person has had voting power in our company of at least 19% and, as a result of the acquisition, none of the relevant persons would have voting power in our company more than three percentage points higher than they had six months before the acquisition;

•	when the acquisition results from the issue of securities under a rights issue;

•	when the acquisition results from the issue of securities under a dividend reinvestment scheme or bonus share plan;

•	when the acquisition results from the issue of securities under certain underwriting arrangements;

•	when the acquisition results from the issue of securities through a will or through operation of law;

•	an acquisition that arises through the acquisition of a relevant interest in another listed company which is listed on a prescribed financial market or a financial market approved by ASIC;

•	an acquisition arising from an auction of forfeited shares conducted on-market; or

•	an acquisition arising through a compromise, arrangement, liquidation or buy-back.

Breaches of the takeovers provisions of the Corporations Act are criminal offenses. ASIC and the Australian Takeover Panel have a wide range of powers relating to breaches of the takeovers provisions, including the ability to make orders, canceling contracts, freezing transfers of, and rights attached to, securities and forcing a party to dispose of securities. There are certain defenses to breaches of the takeovers provisions provided in the Corporations Act.

Access to and Inspection of Documents

Any shareholder of the Company has the right to inspect or obtain copies of our share register on the payment of a prescribed fee. Our books containing the minutes of general meetings will be kept at our registered office and will be open to inspection of shareholders at all times when the office is required to be open to the public. Other corporate records, including minutes of directors’ meetings, financial records and other documents, are not open for inspection by shareholders (who are not directors).

AMERICAN DEPOSITORY SHARES

The Bank of New York Mellon, as depositary, will register and deliver American Depositary Shares, also referred to as ADSs. Each ADS will represent four shares (or a right to receive four shares) deposited with The Honk Kong and Shanghai Banking Corporation Limited, as custodian for the depositary in Australia. Each ADS will also represent any other securities, cash or other property that may be held by the depositary. The deposited shares together with any other securities, cash or other property held by the depositary are referred to as the deposited securities. The depositary’s office at which the ADSs will be administered and its principal executive office are located at 240 Greenwich Street, New York, New York 10286.

You may hold ADSs either (A) directly (i) by having an American Depositary Receipt, also referred to as an ADR, which is a certificate evidencing a specific number of ADSs, registered in your name, or (ii) by having uncertificated ADSs registered in your name, or (B) indirectly by holding a security entitlement in ADSs through your broker or other financial institution that is a direct or indirect participant in The Depository Trust Company, also called DTC. If you hold ADSs directly, you are a registered ADS holder, also referred to as an ADS holder. This description assumes you are an ADS holder. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.

Registered holders of uncertificated ADSs will receive statements from the depositary confirming their holdings.

As an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. Australian law governs shareholder rights. The depositary will be the holder of the shares underlying your ADSs. As a registered holder of ADSs, you will have ADS holder rights. A deposit agreement among us, the depositary, ADS holders and all other persons indirectly or beneficially holding ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADSs.

The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement and the form of ADR. Directions on how to obtain copies of those documents are provided in the Annual Report.

Dividends and Other Distributions

How will you receive dividends and other distributions on the shares?

The depositary has agreed to pay or distribute to ADS holders the cash dividends or other distributions it or the custodian receives on shares or other deposited securities, upon payment or deduction of its fees and expenses. You will receive these distributions in proportion to the number of shares your ADSs represent.

Cash. The depositary will convert any cash dividend or other cash distribution we pay on the shares into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest.

Before making a distribution, any withholding taxes, or other governmental charges that must be paid will be deducted. The depositary will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some of the value of the distribution.

Shares. The depositary may distribute additional ADSs representing any shares we distribute as a dividend or free distribution. The depositary will only distribute whole ADSs. It will sell shares which would require it to deliver a fraction of an ADS (or ADSs representing those shares) and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new shares. The depositary may sell a portion of the distributed shares (or ADSs representing those shares) sufficient to pay its fees and expenses in connection with that distribution.

Rights to purchase additional shares. If we offer holders of our securities any rights to subscribe for additional shares or any other rights, the depositary may (i) exercise those rights on behalf of ADS holders, (ii) distribute those rights to ADS holders or (iii) sell those rights and distribute the net proceeds to ADS holders, in each case after deduction or upon payment of its fees and expenses. To the extent the depositary does not do any of those things, it will allow the rights to lapse. In that case, you will receive no value for them. The depositary will exercise or distribute rights only if we ask it to and provide satisfactory assurances to the depositary that it is legal to do so. If the depositary will exercise rights, it will purchase the securities to which the rights relate and distribute those securities or, in the case of shares, new ADSs representing the new shares, to subscribing ADS holders, but only if ADS holders have paid the exercise price to the depositary. U.S. securities laws may restrict the ability of the depositary to distribute rights or ADSs or other securities issued on exercise of rights to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.

Other Distributions. The depositary will send to ADS holders anything else we distribute on deposited securities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from us that it is legal to make that distribution. The depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution. U.S. securities laws may restrict the ability of the depositary to distribute securities to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.

The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make on our shares or any value for them if it is illegal or impractical for us to make them available to you.

Deposit, Withdrawal and Cancellation

How are ADSs issued?

The depositary will deliver ADSs if you or your broker deposits shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADSs to the person or persons that made the deposit.

How can ADS holders withdraw the deposited securities?

You may surrender your ADSs to the depositary for the purpose of withdrawal. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the shares and any other deposited securities underlying the ADSs to the ADS holder or a person the ADS holder designates at the office of the custodian. Or, at your request, risk and expense, the depositary will deliver the deposited securities at its office, if feasible. However, the depositary is not required to accept surrender of ADSs to the extent it would require delivery of a fraction of a deposited share or other security. The depositary may charge you a fee and its expenses for instructing the custodian regarding delivery of deposited securities.

How do ADS holders interchange between certificated ADSs and uncertificated ADSs?

You may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel that ADR and will send to the ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated ADSs. Upon receipt by the depositary of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the depositary will execute and deliver to the ADS holder an ADR evidencing those ADSs.

Voting Rights

How do you vote?

ADS holders may instruct the depositary how to vote the number of deposited shares their ADSs represent. If we request the depositary to solicit your voting instructions (and we are not required to do so), the depositary will notify you of a shareholders’ meeting and send or make voting materials available to you. Those materials will describe the matters to be voted on and explain how ADS holders may instruct the depositary how to vote. For instructions to be valid, they must reach the depositary by a date set by the depositary. The depositary will try, as far as practical, subject to the laws of Australia and the provisions of our articles of association or similar documents, to vote or to have its agents vote the shares or other deposited securities as instructed by ADS holders. If we do not request the depositary to solicit your voting instructions, you can still send voting instructions, and, in that case, the depositary may try to vote as you instruct, but it is not required to do so.

Except by instructing the depositary as described above, you won’t be able to exercise voting rights unless you surrender your ADSs and withdraw the shares. However, you may not know about the meeting enough in advance to withdraw the shares. In any event, the depositary will not exercise any discretion in voting deposited securities and it will only vote or attempt to vote as instructed.

We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote the shares represented by your ADSs. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise voting rights and there may be nothing you can do if the shares represented by your ADSs are not voted as you requested.

In order to give you a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to Deposited Securities, if we request the Depositary to act, we agree to give the depositary notice of any such meeting and details concerning the matters to be voted upon at least 45 days in advance of the meeting date.

Fees and Expenses

​	Persons depositing or withdrawing shares or ADS holders must pay:

​	$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)

​

​	$.05 (or less) per ADS

A fee equivalent to the fee that would be payable if securities

​	distributed to you had been shares and the shares had been deposited for issuance of ADSs

​	$.05 (or less) per ADS per calendar year

Registration or transfer fees

​

​	Expenses of the depositary

​	Converting foreign currency to U.S. dollars

Taxes and other governmental charges the depositary or the custodian

​	has to pay on any ADSs or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes

​

​	Any charges incurred by the depositary or its agents for servicing the deposited securities

​

For:

Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property

Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates

Any cash distribution to ADS holders

Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders

Depositary services

Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares

Cable (including SWIFT) and facsimile transmissions (when expressly provided in the deposit agreement)

As necessary

As necessary

The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may collect any of its fees by deduction from any cash distribution payable (or by selling a portion of securities or other property distributable) to ADS holders that are obligated to pay those fees. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

From time to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment and maintenance of the ADS program, waive fees and expenses for services provided to us by the depositary or share revenue from the fees collected from ADS holders. In performing its duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency dealers or other service providers that are owned by or affiliated with the depositary and that may earn or share fees, spreads or commissions.

The depositary may convert currency itself or through any of its affiliates, or the custodian or we may convert currency and pay U.S. dollars to the depositary. Where the depositary converts currency itself or through any of its

affiliates, the depositary acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the depositary or its affiliate receives when buying or selling foreign currency for its own account. The depositary makes no representation that the exchange rate used or obtained by it or its affiliate in any currency conversion under the deposit agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS holders, subject to the depositary’s obligation to act without negligence or bad faith. The methodology used to determine exchange rates used in currency conversions made by the depositary is available upon request. Where the custodian converts currency, the custodian has no obligation to obtain the most favorable rate that could be obtained at the time or to ensure that the method by which that rate will be determined will be the most favorable to ADS holders, and the depositary makes no representation that the rate is the most favorable rate and will not be liable for any direct or indirect losses associated with the rate. In certain instances, the depositary may receive dividends or other distributions from us in U.S. dollars that represent the proceeds of a conversion of foreign currency or translation from foreign currency at a rate that was obtained or determined by us and, in such cases, the depositary will not engage in, or be responsible for, any foreign currency transactions and neither it nor we make any representation that the rate obtained or determined by us is the most favorable rate and neither it nor we will be liable for any direct or indirect losses associated with the rate.

Payment of Taxes

You will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented by any of your ADSs. The depositary may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities represented by your ADSs until those taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid the taxes.

Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities

The depositary will not tender deposited securities in any voluntary tender or exchange offer unless instructed to do so by an ADS holder surrendering ADSs and subject to any conditions or procedures the depositary may establish.

If deposited securities are redeemed for cash in a transaction that is mandatory for the depositary as a holder of deposited securities, the depositary will call for surrender of a corresponding number of ADSs and distribute the net redemption money to the holders of called ADSs upon surrender of those ADSs.

If there is any change in the deposited securities such as a sub-division, combination or other reclassification, or any merger, consolidation, recapitalization or reorganization affecting the issuer of deposited securities in which the depositary receives new securities in exchange for or in lieu of the old deposited securities, the depositary will hold those replacement securities as deposited securities under the deposit

agreement. However, if the depositary decides it would not be lawful and practical to hold the replacement securities because those securities could not be distributed to ADS holders or for any other reason, the depositary may instead sell the replacement securities and distribute the net proceeds upon surrender of the ADSs.

If there is a replacement of the deposited securities and the depositary will continue to hold the replacement securities, the depositary may distribute new ADSs representing the new deposited securities or ask you to surrender your outstanding ADSs in exchange for new ADSs identifying the new deposited securities.

If there are no deposited securities underlying ADSs, including if the deposited securities are cancelled, or if the deposited securities underlying ADSs have become apparently worthless, the depositary may call for surrender of those ADSs or cancel those ADSs upon notice to the ADS holders.

Amendment and Termination

How may the deposit agreement be amended?

We may agree with the depositary to amend the deposit agreement and the ADRs without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended.

How may the deposit agreement be terminated?

The depositary will initiate termination of the deposit agreement if we instruct it to do so. The depositary may initiate termination of the deposit agreement if

•	60 days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its appointment;

•	we delist the ADSs from an exchange in the United States on which they were listed and do not list the ADSs on another exchange in the United States or make arrangements for trading of ADSs on the U.S. over-the-counter market;

•	we delist our shares from an exchange outside the United States on which they were listed and do not list the shares on another exchange outside the United States;

•	the depositary has reason to believe the ADSs have become, or will become, ineligible for registration on Form F-6 under the Securities Act of 1933;

•	we appear to be insolvent or enter insolvency proceedings;

•	all or substantially all the value of the deposited securities has been distributed either in cash or in the form of securities;

•	there are no deposited securities underlying the ADSs or the underlying deposited securities have become apparently worthless; or

•	there has been a replacement of deposited securities.

If the deposit agreement will terminate, the depositary will notify ADS holders at least 90 days before the termination date. At any time after the termination date, the depositary may sell the deposited securities. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement, unsegregated and without liability for interest, for the pro rata benefit of the ADS holders that have not surrendered their ADSs. Normally, the depositary will sell as soon as practicable after the termination date.

After the termination date and before the depositary sells, ADS holders can still surrender their ADSs and receive delivery of deposited securities, except that the depositary may refuse to accept a surrender for the purpose of withdrawing deposited securities or reverse previously accepted surrenders of that kind that have not settled if it would interfere with the selling process. The depositary may refuse to accept a surrender for the purpose of withdrawing sale proceeds until all the deposited securities have been sold. The depositary will continue to collect distributions on deposited securities, but, after the termination date, the depositary is not required to register any transfer of ADSs or distribute any dividends or other distributions on deposited securities to the ADSs holder (until they surrender their ADSs) or give any notices or perform any other duties under the deposit agreement except as described in this paragraph.

Limitations on Obligations and Liability

Limits on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADSs

The deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and the depositary:

are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith, and the depositary will not be a fiduciary or have any fiduciary duty to holders of ADSs;

are not liable if we are or it is prevented or delayed by law or by events or circumstances beyond our or its ability to prevent or counteract with reasonable care or effort from performing our or its obligations under the deposit agreement;

are not liable if we or it exercises discretion permitted under the deposit agreement;

are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages for any breach of the terms of the deposit agreement;

have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf of any other person;

may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person;

are not liable for the acts or omissions of any securities depository, clearing agency or settlement system; and

the depositary has no duty to make any determination or provide any information as to our tax status, or any liability for any tax consequences that may be incurred by ADS holders as a result of owning or holding ADSs or be liable for the inability or failure of an ADS holder to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund of amounts withheld in respect of tax or any other tax benefit.

In the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.

Requirements for Depositary Actions

Before the depositary will deliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of shares, the depositary may require:

•	payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other deposited securities;

•	satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and

•	compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.

The depositary may refuse to deliver ADSs or register transfers of ADSs when the transfer books of the depositary or our transfer books are closed or at any time if the depositary or we think it advisable to do so.

Your Right to Receive the Shares Underlying your ADSs

ADS holders have the right to cancel their ADSs and withdraw the underlying shares at any time except:

•	when temporary delays arise because: (i) the depositary has closed its transfer books or we have closed our transfer books; (ii) the transfer of shares is blocked to permit voting at a shareholders' meeting; or (iii) we are paying a dividend on our shares;

•	when you owe money to pay fees, taxes and similar charges; or

•	when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of shares or other deposited securities.

This right of withdrawal may not be limited by any other provision of the deposit agreement.

Direct Registration System

In the deposit agreement, all parties to the deposit agreement acknowledge that the Direct Registration System, also referred to as DRS, and Profile Modification System, also referred to as Profile, will apply to the ADSs. DRS is a system administered by DTC that facilitates interchange between registered holding of uncertificated ADSs and holding of security entitlements in ADSs through DTC and a DTC participant. Profile is a feature of DRS that allows a DTC participant, claiming to act on behalf of a registered holder of uncertificated ADSs, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS holder to register that transfer.

In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an ADS holder in requesting registration of transfer and delivery as described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the depositary’s reliance on and compliance with instructions received by the depositary through the DRS/Profile system and in accordance with the deposit agreement will not constitute negligence or bad faith on the part of the depositary.

Shareholder Communications; Inspection of Register of Holders of ADSs

The depositary will make available for your inspection at its office all communications that it receives from us as a holder of deposited securities that we make generally available to holders of deposited securities. The depositary will send you copies of those communications or otherwise make those communications available to you if we ask it to. You have a right to inspect the register of holders of ADSs, but not for the purpose of contacting those holders about a matter unrelated to our business or the ADSs.

Jury Trial Waiver

The deposit agreement provides that, to the extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws. If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable in the facts and circumstances of that case in accordance with applicable case law.

You will not, by agreeing to the terms of the deposit agreement, be deemed to have waived our or the depositary’s compliance with U.S. federal securities laws or the rules and regulations promulgated thereunder.

Exhibit 4.10

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 31, 2022, by and between KORE Power, Inc., a Nevada corporation, with headquarters located at 1875 N. Lakewood Drive, Suite 200, Coeur d’Alene, ID 83814 (“KORE”), and Novonix Limited, an Australian corporation, with its address at Brisbane, QLD, Australia (“Novonix”).

WHEREAS:

A.	KORE and the Novonix are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;

B.	Novonix desires to purchase from KORE, and KORE desires to issue and sell to Novonix, upon the terms and conditions set forth in this Agreement, three million three hundred thirty-three thousand three hundred thirty-three (3,333,333) shares of KORE Common Stock (as defined below) (the “KORE Shares”), upon the terms and subject to the limitations and conditions set forth in this Agreement;

C.	Novonix wishes to purchase the KORE Shares upon the terms and conditions stated in this Agreement;

NOW THEREFORE, in consideration of the foregoing and of the agreements and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, KORE and Novonix hereby agree as follows:

1.	Purchase and Sale of KORE Shares.

a.Purchase of KORE Shares. On the Closing Date (as defined below), KORE shall issue and sell to Novonix, and Novonix agrees to purchase from KORE, the KORE Shares, as further provided herein. “Common Stock” shall mean the Common Stock of the KORE,US $0.001 par value per share.

b.Form of Payment. On the Closing Date:

(i)	Novonix shall pay the purchase price of US$25,000,000 (the “Purchase Price”) for the KORE Shares, being US $7.50 per share, to be issued and sold to it at the Closing (as defined below), by a combination of US $12,500,003 in cash (delivered via wire transfer in accordance with KORE’s written wiring instructions), and issue 1,974,723 fully paid ordinary shares of Novonix (the “Novonix Shares”) equal in value in aggregate to US $12,499,997, at Closing, calculated based upon a per share price of $6.33 (“Issue Price”) which is the US dollar equivalent of ninety five percent (95%) of the volume weighted average trading price, of the Novonix Shares, on the Australian Securities Exchange for the twenty (20) trading days ending on January 25, 2022; and

(ii)	KORE shall deliver the KORE Shares on behalf of KORE, to Novonix, against delivery of such Purchase Price. This Agreement serves as an application by KORE for the allotment on the Closing Date of the Novonix Shares and accordingly it will not be necessary for KORE to provide a separate (additional) application on or prior to the Closing Date in respect of the Novonix Shares. KORE (a) irrevocably directs Novonix to discharge its obligation to issue the Novonix Shares by allotting and issuing the Novonix Shares to KORE at the Issue Price and credited as fully paid; and (b) agrees to become a member of Novonix and to be bound by the constitution of Novonix and consents to the entry of its name on Novonix's register of members, in each case, upon the issue of the Novonix Shares. As soon as reasonably practicable following the Closing Date, Novonix shall use its reasonable efforts to ensure official quotation of the Novonix Shares is obtained in accordance with the official listing rules of the Australian Securities Exchange ("ASX Listing Rules"). Novonix shall, within 5 business days of the Closing Date, provide to KORE, a holding statement issued by or on behalf of Novonix in the name of KORE for the Novonix Shares and issue a cleansing notice pursuant to section 708A(5) of the Corporations Act that complies with section 708A(6) of the Corporations Act in relation to the Novonix Shares.

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(iii) The US$/AUS$ exchange rate for the payment set out herein shall be equal to 0.7137803253 US$/AUS$.

c.Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 5 and Section 6 below, the date and time of the issuance and sale of the KORE Shares pursuant to this Agreement (the “Closing Date”) shall be on the date hereof.

d.Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties (including via exchange of electronic signatures).

2. Novonix’s Representations and Warranties. Novonix represents and warrants to KORE as of the Closing Date that:

a.Investment Purpose. Novonix is purchasing the KORE Shares for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making the representations herein, Novonix does not agree to hold any of the KORE Shares for any minimum or other specific term and reserves the right to dispose of the KORE Shares at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

b.Accredited Investor Status. Novonix is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

c.Reliance on Exemptions. Novonix understands that the KORE Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that KORE is relying upon the truth and accuracy of, and Novonix’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Novonix set forth herein in order to determine the availability of such exemptions and the eligibility of Novonix to acquire the KORE Shares.

d.Information. Novonix and its advisors, if any, have been, furnished with all materials relating to the business, finances and operations of KORE and materials relating to the offer and sale of the KORE Shares which have been requested by Novonix or its advisors. Novonix and its advisors, if any, have been, afforded the opportunity to ask questions of KORE regarding its business and affairs. Neither such inquiries nor any other due diligence investigation conducted by Novonix or any of its advisors or representatives shall modify, amend or affect Novonix’s right to rely on KORE’s representations and warranties contained in Section 3 below.

e.Governmental Review. Novonix understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the KORE Shares.

f.Transfer or Re-sale. Novonix understands that (i) the KORE Shares have not been and are not being registered under the 1933 Act or any applicable state securities laws, and the KORE Shares may not be transferred unless (a) the KORE Shares are sold pursuant to an effective registration statement under the 1933 Act, (b) If requested by KORE, Novonix shall have delivered to KORE, at the cost of Novonix, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the KORE Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, (c) the KORE Shares are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of Novonix who agrees to sell or otherwise transfer the KORE Shares only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the KORE Shares are sold pursuant to Rule 144 or other applicable exemption, or (e) the KORE Shares are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and Novonix shall have delivered to KORE, at the cost of KORE, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions; (ii) any sale of such KORE Shares made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such KORE Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in

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the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) except as set forth in the Shareholders Rights Agreement, neither the KORE nor any other person is under any obligation to register such KORE Shares under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the KORE Shares may be pledged in connection with a bona fide margin account or other lending arrangement secured by the KORE Shares, and such pledge of KORE Shares shall not be deemed to be a transfer, sale or assignment of the KORE Shares hereunder, and Novonix in effecting such pledge of the KORE Shares shall be not required to provide KORE with any notice thereof or otherwise make any delivery to KORE pursuant to this Agreement or otherwise.

g.Legends. Novonix understands that until such time as the KORE Shares have been registered under the 1933 Act or may be sold pursuant to Rule 144, Rule 144A under the 1933 Act, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, the KORE Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such KORE Shares):

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A, REGULATION S, OR OTHER APPLICABLE EXEMPTION UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

The legend set forth above shall be removed and KORE shall issue a certificate or book entry statement for the applicable shares of KORE Common Stock without such legend to the holder of any KORE Shares upon which it is stamped or (as requested by such holder) issue the applicable shares of KORE Common Stock to such holder by electronic delivery by crediting the account of such holder’s broker with DTC, if, unless otherwise required by applicable state securities laws, (a) such KORE Shares are registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) KORE or Novonix provides an opinion of legal counsel to the effect that a public sale or transfer of such KORE Shares may be made without registration under the 1933 Act. Novonix agrees to sell all KORE Shares, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any.

h.Authorization; Enforcement. (i) Novonix has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated herein and to issue the Novonix Shares, in accordance with the terms hereof and thereof, (ii) the execution and delivery, by Novonix, of this Agreement and the delivery of the Novonix Shares and the consummation by Novonix of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Novonix Shares have been duly authorized by Novonix’s Board of Directors and no further consent or authorization of Novonix, its Board of Directors, its shareholders, or its debt holders is required, (iii) this Agreement, and all other documentation executed in connection herewith or therewith have been duly executed and delivered by Novonix by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement, and all other documentation executed in connection herewith or therewith and bind Novonix accordingly, and (iv) assuming due execution and delivery by KORE, this Agreement constitutes, and upon execution and delivery by Novonix each of such instruments will constitute, a legal, valid and binding obligation of Novonix, enforceable against Novonix in accordance with their terms.

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i. Absence of Certain Changes. Since the effective date of the filing of the most recent amendment of Form 20-F with the SEC (the “US Filing”), there has been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations or prospects of Novonix or any of its Subsidiaries that has not been publicly disclosed by Novonix.

j.	No Integrated Offering. Neither Novonix, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Novonix Shares to KORE. The issuance of the Novonix Shares to KORE will not be integrated with any other issuance of Novonix’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to Novonix or its securities.

k.	No Brokers; No Solicitation. Novonix has taken no action which would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby. Novonix acknowledges and agrees that neither Novonix nor its employee(s), member(s), beneficial owner(s), or partner(s) solicited KORE to enter into this Agreement and consummate the transactions described in this Agreement.

l.	No Investment Company. Novonix is not, and upon the issuance and delivery of the Novonix Shares as contemplated by this Agreement will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment Company”). Novonix is not controlled by an Investment Company.

m.	No Disqualification Events. None of Novonix, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of Novonix participating in the offering hereunder, any beneficial owner of 20% or more of Novonix’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 1933 Act) connected with Novonix in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)

(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). Novonix has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.

n.	Bank Holding Company Act. Neither Novonix nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither Novonix nor any of its Subsidiaries or affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither Novonix nor any of its Subsidiaries or affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

(o)	Public Listings. The currently issued and outstanding ordinary shares of Novonix are listed and posted for trading on the‎ Australian Securities Exchange, and are currently quoted on the OTC Markets — OTCQX Best Market (the “OTC Market”). No order ceasing or suspending trading in any securities of Novonix or prohibiting the distribution of the Novonix Shares or the trading of any of the issued securities of Novonix has been issued and, to the knowledge of Novonix, no proceedings for such purpose have been threatened or are pending. Novonix (i) has

not taken any action which would reasonably be expected to result in the delisting‎ or suspension of the Novonix Shares on or from the ASX and (ii)
is currently‎ in compliance, in all material respects, with the applicable material rules and regulations of the ASX. As of the date of its filing, the US Filing complied in all material respects with the requirements of the Securities and Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to the US Filing. Novonix has not, in the 12 months preceding the date hereof, received notice from the OTC Market that Novonix is not in compliance with any listing or maintenance requirements of such OTC Market applicable to Novonix.

(p)	Status. Novonix has at all times complied, in all material respects, with its obligations to make‎ timely disclosure of all

material changes relating to it and there is no material change‎ relating to Novonix which has occurred and with respect to which the requisite‎ news release has not been disseminated or material change report has not been‎ filed in accordance with the ASX Listing Rules.

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(q)	Public Record. The representations, warranties and other statements made by Novonix in this Agreement and any Novonix disclosure schedules attached hereto, together with the information and statements set out in the US Filing, and Novonix’s filings with the ASX, from January 1, 2020 through the Closing Date (except with respect to forecasts, projections and other forward-looking information, in respect of which no representation or warranty is provided under this subsection), taken as a whole, were true and correct in all material respects as of the respective dates of such information or statements and Novonix has not omitted to state any material fact necessary in order to make such information and statements, in light of the circumstances in which they were made, not misleading.
‎
3. Representations and Warranties of KORE. KORE represents and warrants to Novonix as of the Closing Date that:

a.Organization and Qualification. KORE and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. Schedule 3(a), hereto, sets forth a list of all of the Subsidiaries of KORE and the jurisdiction in which each is incorporated. KORE and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of KORE or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated, in which KORE owns, directly or indirectly, any equity or other ownership interest.

b.Authorization; Enforcement. (i) KORE has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and thereby and to issue the KORE Shares, in accordance with the terms hereof and thereof, (ii) the execution and delivery, by KORE, of this Agreement and the delivery of the KORE Shares and the consummation by KORE of the transactions contemplated hereby and thereby (including without limitation, the issuance of the KORE Shares have been duly authorized by KORE’s Board of Directors and no further consent or authorization of KORE, its Board of Directors, its shareholders, or its debt holders is required,

(iii)	this Agreement, and all other documentation executed in connection herewith or therewith have been duly executed and delivered by KORE by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement, and all other documentation executed in connection herewith or therewith and bind KORE accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by KORE each of such instruments will constitute, a legal, valid and binding obligation of KORE, enforceable against KORE in accordance with their terms.

c.Capitalization; Governing Documents. As of January 24, 2022, the authorized capital stock of KORE consists of: 250,000,000 authorized shares of Common Stock, of which 61,228,852 shares were issued and outstanding, and zero authorized shares of Preferred Stock. All of such outstanding shares of capital stock of KORE, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. Other than is set forth on Schedule 3(c) hereto, no shares of capital stock of KORE are subject to preemptive rights or any other similar rights of the shareholders of KORE or any liens or encumbrances imposed through the actions or failure to act of KORE. As of the effective date of this Agreement and other than is set forth on Schedule 3(c) hereto (i) there are outstanding options to purchase 4,774,173 shares of Common Stock of KORE (“Options”), 19,962,926 warrants to purchase 19,962,926 shares of Common Stock of KORE (“Warrants”) and 1,748,224 restricted stock units of KORE, (ii) no other scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of KORE or any of its Subsidiaries, or arrangements by which KORE or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of KORE or any of its Subsidiaries, (iii) there are no agreements or arrangements under which KORE or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iv) there are no anti-dilution or price adjustment provisions contained in any security issued by KORE (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the KORE Shares. KORE has furnished to Novonix true and correct copies of KORE’s Certificate of Incorporation as in effect on the date hereof

(“Certificate of

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Incorporation”), KORE’s Bylaws, as in effect on the date hereof (“Bylaws”), and the terms of all securities convertible into or exercisable for Common Stock of KORE and the material rights of the holders thereof in respect thereto.

d.No Conflicts. The execution, delivery and performance of this Agreement by KORE and the consummation by KORE of the transactions contemplated hereby will not (i) conflict with or result in a violation of any provision of its Certificate of Incorporation or Bylaws, or

(ii)	violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, note, evidence of indebtedness, indenture, patent, patent license or instrument to which KORE or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which KORE or its securities is subject) applicable to KORE or any of its Subsidiaries or by which any property or asset of KORE or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect), or (iv) other than is set forth on Schedule 3(d) hereto, trigger any anti-dilution and/or ratchet provision contained in any other contract in which KORE is a party thereto or any security issued by KORE. Neither KORE nor any of its Subsidiaries is in violation of its Certificate of Incorporation, Bylaws or other organizational documents and neither KORE nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time or both could put KORE or any of its Subsidiaries in default) under, and neither KORE nor any of its Subsidiaries has taken any action or failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which KORE or any of its Subsidiaries is a party or by which any property or assets of KORE or any of its Subsidiaries is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The businesses of KORE and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long as Novonix owns any of the KORE Shares, in violation of any law, ordinance or regulation of any governmental entity. Except as specifically contemplated by this Agreement and as required under the 1933 Act and any applicable state securities laws, KORE is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory agency, self-regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement in accordance with the terms hereof or to issue and sell the KORE Shares in accordance with the terms hereof. All consents, authorizations, orders, filings and registrations which KORE is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof.

e.Financial Statements. As of their respective dates, the financial statements of KORE complied as to form in all material respects with applicable accounting requirements with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of KORE and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of KORE, KORE has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 31, 2020, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of KORE.

f.Absence of Certain Changes. Since December 31, 2020, there has been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations or prospects of KORE or any of its Subsidiaries.

g.Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of KORE or any of its Subsidiaries, threatened against or affecting KORE or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material Adverse Effect. KORE and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

h.Intellectual Property. KORE and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct its business as now operated (and, as presently contemplated to be

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operated in the future); there is no claim or action by any person pertaining to, or proceeding pending, or to KORE’s knowledge threatened, which challenges the right of KORE or of a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of KORE’s knowledge, KORE’s or its Subsidiaries’ current and intended products, services and processes do not infringe on any Intellectual Property or other rights held by any person; and KORE is unaware of any facts or circumstances which might give rise to any of the foregoing. KORE and each of its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their Intellectual Property.

i.No Materially Adverse Contracts, Etc. Neither KORE nor any of its Subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of KORE’s officers has or is expected in the future to have a Material Adverse Effect. Neither KORE nor any of its Subsidiaries is a party to any contract or agreement which in the judgment of KORE’s officers has or is expected to have a Material Adverse Effect.

j.Tax Status. KORE and each of its Subsidiaries has made or filed all federal, state and foreign income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that KORE and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of KORE know of no basis for any such claim. KORE has not executed a waiver with respect to the statute of limitations relating to the assessment or collection of any foreign, federal, state or local tax. None of KORE’s tax returns is presently being audited by any taxing authority.

k.Transactions with Affiliates. Except for arm’s length transactions pursuant to which KORE or any of its Subsidiaries makes payments in the ordinary course of business upon terms no less favorable than KORE or any of its Subsidiaries could obtain from third parties and other than the grant of stock options, restricted share units or outstanding warrants to purchase Common Stock of KORE, none of the officers, directors, or employees of KORE is presently a party to any transaction with KORE or any of its Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of KORE, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, other than as set out in Schedule 3(k).

l.Disclosure. All information relating to or concerning KORE or any of its Subsidiaries set forth in this Agreement and provided to Novonix pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct in all material respects and KORE has not omitted to state any material fact necessary in order to make the statements made herein or therein, in light of the circumstances under which they were made, not misleading.

m.No Integrated Offering. Neither KORE, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the KORE Shares to Novonix. The issuance of the KORE Shares to Novonix will not be integrated with any other issuance of KORE’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to KORE or its securities.

n.No Brokers; No Solicitation. KORE has taken no action which would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement, or the transactions contemplated hereby. KORE acknowledges and agrees that neither Novonix nor its employee(s), member(s), beneficial owner(s), or partner(s) solicited KORE to enter into this Agreement and consummate the transactions described in this Agreement.

o.Permits Compliance. KORE and each of its Subsidiaries is in possession of all franchises,

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grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and to carry on its business as it is now being conducted (collectively, the “KORE Permits”), and there is no action pending or, to the knowledge of KORE, threatened regarding suspension or cancellation of any of the KORE Permits. Neither KORE nor any of its Subsidiaries is in conflict with, or in default or violation of, any of KORE Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Since December 31, 2020, neither KORE nor any of its Subsidiaries has received any notification with respect to possible conflicts, defaults or violations of applicable laws, except for notices relating to possible conflicts, defaults or violations, which conflicts, defaults or violations would not have a Material Adverse Effect.

p.	Environmental Matters.

(i)	There are, to KORE’s knowledge, with respect to KORE or any of its Subsidiaries or any predecessor of KORE, no past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions, activities, circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal, state, local or foreign laws and neither KORE nor any of its Subsidiaries has received any notice with respect to any of the foregoing, nor is any action pending or, to KORE’s knowledge, threatened in connection with any of the foregoing. The term ”Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

(ii)	Other than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained on or about any real property currently owned, leased or used by KORE or any of its Subsidiaries, and no Hazardous Materials were released on or about any real property previously owned, leased or used by KORE or any of its Subsidiaries during the period the property was owned, leased or used by KORE or any of its Subsidiaries, except in the normal course of KORE’s or any of its Subsidiaries’ business.

(iii)There are no underground storage tanks on or under any real property owned, leased or used by KORE or any of its Subsidiaries that are not in compliance with applicable law.

q.Title to Property. KORE and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of KORE and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(q), if attached hereto, or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by KORE and its Subsidiaries are held by them under valid, subsisting and

enforceable leases with such exceptions as would not have a Material Adverse Effect.

r.Insurance. KORE and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of KORE believes to be prudent and customary in the businesses in which KORE and its Subsidiaries are engaged. Neither KORE nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect. Upon written request KORE will provide to Novonix true and correct copies of all policies relating to directors’ and officers’ liability coverage, errors and omissions coverage, and commercial general liability coverage.

s.Internal Accounting Controls. KORE and each of its Subsidiaries maintain a system of internal accounting controls sufficient, in the judgment of KORE’s board of directors, to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted

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accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

t.Foreign Corrupt Practices. Neither KORE, nor any of its Subsidiaries, nor any director, officer, agent, employee or other person acting on behalf of KORE or any Subsidiary has, in the course of his actions for, or on behalf of, KORE, used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

u.Solvency. KORE (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently KORE has no information that would lead it to reasonably conclude that KORE would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. KORE’s financial statements for its most recent fiscal year end and interim financial statements have been prepared assuming KORE will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

v.No Investment Company. KORE is not, and upon the issuance and sale of the KORE Shares as contemplated by this Agreement will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment Company”). KORE is not controlled by an Investment Company.

w. No Off-Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between KORE or any of its Subsidiaries and an unconsolidated or other off balance sheet entity.

x.	No Disqualification Events. None of KORE, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of KORE participating in the offering hereunder, any beneficial owner of 20% or more of KORE’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 1933 Act) connected with KORE in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)

(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). KORE has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.

y.	Bank Holding Company Act. Neither KORE nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither KORE nor any of its Subsidiaries or affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither KORE nor any of its Subsidiaries or affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

aa.	Illegal or Unauthorized Payments; Political Contributions. Neither KORE nor any of its Subsidiaries nor, to KORE’s knowledge, any of the officers, directors, employees, agents or other representatives of KORE or any of its Subsidiaries or any other business entity or enterprise with which KORE or any Subsidiary is or has been affiliated or associated, has, directly or indirectly, made or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention of applicable law, (i) as a kickback or bribe to any person or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive public office except for personal political contributions not involving the direct or indirect use of funds of KORE or any of its Subsidiaries.

bb.	Investment Purpose. KORE is acquiring the Novonix Shares for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making the representations herein, KORE does not
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agree to hold any of the Novonix Shares for any minimum or other specific term and reserves the right to dispose of the Novonix Shares at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

cc.	Accredited Investor Status. KORE is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”). KORE understands and acknowledges that the Novonix Shares under this document are being offered to KORE in reliance on the sophisticated investor exemption under section 708(8) of the Corporations Act 2001 (Commonwealth of Australia) ("Corporations Act") and the sale offer exemption under section 708A of the Corporations Act.

dd.	Reliance on Exemptions. KORE understands that the Novonix Shares are being issued and delivered to it in reliance upon specific exemptions from the registration requirements of the Australia and United States federal and state securities laws and that Novonix is relying upon the truth and accuracy of, and KORE’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of KORE set forth herein in order to determine the availability of such exemptions and the eligibility of KORE to acquire the Novonix Shares.

ee.	Information. KORE and its advisors, if any, have been, furnished with all materials relating to the business, finances and operations of Novonix and materials relating to the issuance of the Novonix Shares which have been requested by KORE or its advisors. KORE and its advisors, if any, have been, afforded the opportunity to ask questions of Novonix regarding its business and affairs. Neither such inquiries nor any other due diligence investigation conducted by KORE or any of its advisors or representatives shall modify, amend or affect KORE’s right to rely on Novonix’s representations and warranties contained in Section 2 above.

ff.	Governmental Review. KORE understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Novonix Shares.

gg.	Transfer or Re-sale. KORE understands that (i) the Novonix Shares have not been and are not being registered under the 1933 Act or any applicable state securities laws, and the Novonix Shares may not be transferred unless (a) the Novonix Shares are sold pursuant to an effective registration statement under the 1933 Act, (b) KORE shall have delivered to Novonix, at the cost of KORE, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable to Novonix to the effect that the Novonix Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration under Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”), pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), or other applicable exemption, or (c) the Novonix Shares are sold or transferred to an “affiliate” (as defined in Rule 144 ) of KORE who agrees to sell or otherwise transfer the Novonix Shares only in accordance with this Section 3(gg) and who is an Accredited Investor,; (ii) any sale of such Novonix Shares made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Novonix Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; (iii) neither Novonix nor any other person is under any obligation to register such Novonix Shares under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case), and (iv) to the extent applicable, in the event the Novonix Shares are in the future issued in certificated form, may bear a restrictive legend in substantially the form (and a stop-transfer order may be placed against transfer of such Novonix Shares) as set forth in Section 2(g) above with respect to the KORE Shares.. Notwithstanding the foregoing, or anything else contained herein to the contrary, the Novonix Shares may be pledged or otherwise form part of the encumbered collateral provided by KORE in conn‎ection with an

arrangement secured by the assets of KORE, and such pledge‎ of Novonix Shares, or encumbrance in respect of the Novonix Shares, shall not be deemed to be a transfer, sale or assignment of the Novonix Shares hereunder, and‎ KORE in effecting such pledge or encumbrance shall be not
required to provide Novonix with any notice thereof‎ or otherwise make any delivery to Novonix pursuant to this Agreement or otherwise.‎

hh.	Restricted Period. KORE agrees that the Novonix Shares will be held on the Novonix's Issuer Sponsored Subregister or CHESS Subregister (at the Novonix's absolute discretion) and agrees to the application of a Holding Lock (as that term is defined in the ASX Listing Rules) on the Novonix Shares during the until such time as the Novonix Shares have been registered under the 1933 Act or may otherwise be sold in the US.

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ii.	Australian Foreign Investment Approval. KORE is not a 'foreign government investor' (as defined in the Foreign Acquisitions and Takeovers Act 1975 (Commonwealth of Australia) ("FATA") or an 'associate' (as defined in the FATA) of a 'foreign government investor'.

jj.	Sophisticated or Professional Investor. KORE is a Sophisticated or Professional Investor, being an investor to whom offers of securities can be made under section 708 of the Corporations Act.

4.	ADDITIONAL COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS.

a.Best Efforts. The parties shall use their commercially reasonable best efforts to satisfy timely each of the conditions described in Section 5 and 6 of this Agreement.

b.KORE Form D; Blue Sky Laws. KORE agrees to file a Form D with respect to the KORE Shares if required under Regulation D and to provide a copy thereof to Novonix promptly after such filing. KORE shall, on or before the Closing Date, take such action as KORE shall reasonably determine is necessary to qualify the KORE Shares for sale to Novonix at the applicable closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to Novonix on or prior to the Closing Date.

c.Novonix Form D; Blue Sky Laws. Novonix agrees to file a Form D with respect to the Novonix Shares if required under Regulation D and to provide a copy thereof to KORE promptly after such filing. Novonix shall, on or before the Closing Date, take such action as Novonix shall reasonably determine is necessary to qualify the Novonix Shares for issuance and delivery to KORE at the applicable closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to KORE on or prior to the Closing Date.

d.Use of Proceeds. KORE shall use the cash proceeds for engineering and pre-construction costs related to its proposed Buckeye, Arizona manufacturing facility as well as for general corporate purposes, and not for the repayment of any indebtedness owed to officers, directors or employees of KORE or their affiliates or in violation or contravention of any applicable law, rule or regulation.

5.	Conditions to KORE’s Obligation to Sell. The obligation of KORE hereunder to issue and sell the KORE Shares to Novonix at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions thereto, provided that these conditions are for KORE’s sole benefit and may be waived by KORE at any time in its sole discretion:

a.	Novonix shall have executed this Agreement and delivered the same to KORE.

b.	Novonix shall have delivered the Purchase Price in accordance with Section 1(b)

above.

c.Novonix shall have executed a shareholders rights agreement (the “Shareholders Rights Agreement”) in form and substance satisfactory to KORE and delivered the same to KORE.

d.The representations and warranties of Novonix shall be true and correct in all material respects as of the date when made and as of the Closing Date, as though made at that time (except for representations and warranties that speak as of a specific date), and Novonix shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Novonix at or prior to the Closing Date.

e.No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

f.No event shall have occurred which could reasonably be expected to have a Material

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Adverse Effect on Novonix.

g.Novonix shall have delivered to KORE a certified copy of resolutions adopted by Novonix’s Board of Directors at a duly called meeting or by unanimous written consent authorizing this Agreement and all other documents, instruments and transactions contemplated hereby.

6.	Conditions to Novonix’s Obligation to Purchase. The obligation of Novonix hereunder to purchase the KORE Shares, on the Closing Date, is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for Novonix’s sole benefit and may be waived by Novonix at any time in its sole discretion:

a.	KORE shall have executed this Agreement and delivered the same to Novonix. b.KORE shall have delivered the KORE Shares to Novonix.

c.KORE shall have executed the Shareholders Rights Agreement in form and substance satisfactory to Novonix and shall have delivered same to Novonix.

d.KORE shall have executed a supply agreement in form and substance satisfactory to Novonix and KORE and delivered

the same to Novonix.

e.The representations and warranties of KORE shall be true and correct in all material respects as of the date when made and as of Closing Date, as though made at such time (except for representations and warranties that speak as of a specific date) and KORE shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by KORE at or prior to the Closing Date.

f.No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

g.No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on KORE.

h.KORE shall have delivered to Novonix (i) a certificate evidencing the formation and good standing of KORE and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date and (ii) a certified copy of resolutions adopted by KORE’s Board of Directors at a duly called meeting or by unanimous written consent authorizing this Agreement and all other documents, instruments and transactions contemplated hereby.

7.	Governing Law; Miscellaneous.

a.Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement, or any other agreement, certificate, instrument or document contemplated hereby shall be brought only in the state courts located in Delaware or in the federal courts located in Delaware. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF

THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement, or any other agreement, certificate, instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the

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address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

b.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. A facsimile or .pdf signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile or .pdf signature. Delivery of a counterpart signature hereto by facsimile or email/.pdf transmission shall be deemed validly delivery thereof.

c.Construction; Headings. This Agreement shall be deemed to be jointly drafted by KORE and Novonix and shall not be construed against any person as the drafter hereof. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

d.Severability. In the event that any provision of this Agreement, or any other agreement or instrument delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Agreement, or any other agreement, certificate, instrument or document contemplated hereby or thereby.

e.Entire Agreement; Amendments. This Agreement, and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither KORE nor Novonix makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement or any agreement or instrument contemplated hereby may be waived or amended other than by an instrument in writing signed by Novonix.

f.Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be
(i)	personally served, or (ii) delivered by reputable overnight courier service with charges prepaid, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery, or (b) on the second business day following the date of mailing by overnight courier service, fully prepaid, addressed to such address. The addresses for such communications shall be:

If to KORE, to:

KORE POWER, INC.

1875 N. Lakewood Drive, Suite 200

Coeur d’Alene, ID. 83814
Attention: Lindsay Gorrill

e-mail: lgorrill@korepower.com

with a copy to:

DLA Piper (Canada) LLP

Attention: Daniel Kenney
1000, 250-2nd Street S.W.

Calgary, Alberta, Canada T2P OC1

If to Novonix, to:

NOVONIX Limited

177 Bluewater Road, Bedford
Nova Scotia, Canada, B4B 1H1

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Attention: Dr. Chris Burns

with a copy to:

NOVONIX Limited

c/o Rashda Buttar

44 Broadview Drive
St. Louis, Missouri 63105 USA

g.Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither KORE nor Novonix shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other.

h.Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

i.Survival. The representations and warranties of KORE and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of Novonix.

j.Publicity. KORE and Novonix shall have the right to review a reasonable period of time before issuance of any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that Novonix shall be entitled, without the prior approval of KORE, to make any press release with respect to such transactions as is required by applicable law and regulations (although to the extent practicable KORE shall be consulted by Novonix in connection with any such press release prior to its release and shall be provided with a copy thereof and be given an opportunity to comment thereon).

k.Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

l.No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

m.Indemnification. In consideration of Novonix’s execution and delivery of this Agreement and acquiring the KORE Shares hereunder, and in addition to all of KORE’s other obligations under this Agreement, KORE shall defend, protect, indemnify and hold harmless Novonix and its stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Novonix Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Novonix Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Novonix Indemnified Liabilities”), incurred by any Novonix Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by KORE in this Agreement or any other agreement, certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of KORE contained in this Agreement, or any other agreement, certificate, instrument or document contemplated hereby or thereby or (c) any cause of action, suit or claim brought or made against such Novonix Indemnitee by a third party (including for these purposes a derivative action brought on behalf of KORE) and arising out of or resulting from (i) the execution, delivery, performance or enforcement of this Agreement or any other agreement, certificate, instrument or document contemplated hereby or thereby, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the KORE Shares, or (iii) the status of Novonix or holder of the KORE Shares as an investor in KORE pursuant to the transactions contemplated by this Agreement. To the extent that the foregoing undertaking by KORE

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may be unenforceable for any reason, KORE shall make the maximum contribution to the payment and satisfaction of each of the Novonix Indemnified Liabilities that is permissible under applicable law.

n.Payment Set Aside. To the extent that any party makes a payment or payments to the other party hereunder or under any other agreement, certificate, instrument or document contemplated hereby or thereby, or such party enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the paying party, or a trustee, receiver or any other person or entity under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

o.Failure or Indulgence Not Waiver. No failure or delay on the part of Novonix in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies of Novonix existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

[Signature Page Follows]

15

Exhibit 4.10

EXECUTION COP|Y

IN WITNESS WHEREOF, the undersigned Novonix and KORE have caused this Agreement to be duly executed as of the date first above

written.

KORE POWER, INC.

By:_________________________________

Name: LINDSAY E. GORRILL

Title: CHIEF EXECUTIVE OFFICER

NOVONIX

By: _________________________________

Name: Robert Natter

Title: Chairman of Board

By: ______________________________

Name: Suzanne Yeats

Title: Corporate Secretary

Execution Copy

INVESTORS’ RIGHTS AGREEMENT

THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 31st day of January, 2022 by and among KORE POWER, INC., a Nevada corporation (the “Company”) and NOVONIX LIMITED, a corporation incorporated in Australia under the Corporations Act, 2001 (cth) (the “Investor”).

RECITALS

WHEREAS, the Company and the Investor have entered into that certain Securities Purchase Agreement of even date herewith (the “Purchase Agreement”), which provides for among other things, the purchase by the Investor of shares (the “Shares”) of Company Common Stock, par value $0.001 per share (the “Common Stock”);

WHEREAS, in order to induce the Company to enter into the Purchase Agreement and to induce the Investor to invest funds in the Company pursuant to the Purchase Agreement, the Investor and the Company desire to enter into this Agreement.

NOW, THEREFORE, the parties hereby agree as follows:

1.	Definitions. For purposes of this Agreement:

1.1 “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner (or member thereof), managing member, officer, director or trustee of such Person; provided, however, that solely for the purposes of this Agreement, notwithstanding anything to the contrary set forth herein, neither the Company nor any of its controlled Affiliates shall be deemed an Affiliate of Investor by virtue of the beneficial ownership by Investor the Registrable Securities or other shares of the Company’s Common Stock.

1.2 “Articles of Incorporation” means the Company’s Articles of Incorporation, as amended and/or restated from time to time.

1.3	“Board of Directors” means the board of directors of the Company.

1.4	“Common Stock” has the meaning set forth in the recitals.

1.5 “Damages” means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any

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state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law.

1.6 “Direct Listing” means the Company’s initial listing of its Common Stock by means of a registration statement on Form S-1 filed by the Company with the SEC that registers shares of existing capital stock of the Company for resale. For the avoidance of doubt, a Direct Listing shall not be deemed to be an underwritten offering and shall not involve any underwriting services. Any and all mentions of an underwritten offering or underwriters contained herein shall not apply to a Direct Listing.

1.7 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

1.8 “Excluded Registration” means (i) a registration on Form S-8 or otherwise relating to the sale or grant of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered.

1.9 “Form S-1” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC.

1.10 “Form S-3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits forward incorporation of substantial information by reference to other documents filed by the Company with the SEC.

1.11 “Form S-8” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC.

1.12	“GAAP” means generally accepted accounting principles in the United States as in effect from time

to time.

1.13 “Holder” means Investor and any Person who acquires any of the Shares to which the applicable rights under this Agreement apply pursuant to Section 6.1.

1.14 “IPO” means, only if a Direct Listing has not occurred, the Company’s first underwritten public offering of its Common Stock under the Securities Act.

1.15	“New Securities” means, collectively, equity securities of the Company,

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whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.

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1.16	“Person” means any individual, corporation, partnership, trust, limited liability company, association

or other entity.

“Purchase Agreement” has the meaning set forth in the recitals.

1.17 “Registrable Securities” means (i) the Shares, (ii) any shares of Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of the Company, acquired by Investor after the date hereof and (iii) any shares of Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the Shares. As to any particular Registrable Securities, once issued such securities shall cease to be Registrable Securities when (A) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (B) such securities shall have been sold in reliance upon Rule 144 under the Securities Act, (C) such securities shall have been sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Section 6.1, (D) registration rights for such securities have terminated pursuant to this Agreement or (E) such securities shall have ceased to be outstanding..

1.18 “Registrable Securities then outstanding” means the number of shares determined by adding the number of shares of outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities that are Registrable Securities.

1.19	“SEC” means the Securities and Exchange Commission.

1.20	“SEC Rule 144” means Rule 144 promulgated by the SEC under the

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Securities Act. Securities Act.

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1.21	“SEC Rule 145” means Rule 145 promulgated by the SEC under the

1.22	“Securities Act” means the Securities Act of 1933, as amended, and the

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rules and regulations promulgated thereunder.

1.23 “Selling Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for the Investor, except for the fees and disbursements of the Investor Counsel borne and paid by the Company as provided in Section 2.5.

1.24	“Shares” has the meaning set forth in the recitals.

2.	Registration Rights. The Company covenants and agrees as follows:

2.1 Company Registration. If the Company proposes to register (including for this purpose in a Direct Listing involving the registration of securities held by shareholders of the Company other than the Investor under the Securities Act in connection with the public offering

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of such securities solely for cash or, in the case of a Direct Listing, the registration of shares for sale on a national securities exchange (other than in an Excluded Registration), the Company shall, at such time, promptly give the Investor notice of such registration. Upon the request of the Investor given within 20 days after such notice is given by the Company, the Company shall, subject to the provisions of Section 2.2, cause to be registered all of the Registrable Securities that the Investor has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 before the effective date of such registration, whether or not the Investor has elected to include Registrable Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Section 2.5.

2.2	Underwriting Requirements.

(a)	If, pursuant to Section 2.1, the Company intends to distribute the Registrable Securities covered by the request of Investor by means of an underwriting, they shall so advise the Investor upon receipt of the request made pursuant to Section 2.1. The underwriter(s) will be selected by the Company and shall be reasonably acceptable to the Investor. In such event, the right of the Investor to include the Investor’s Registrable Securities in such registration shall be conditioned upon the Investor’s participation in such underwriting and the inclusion of the Investor’s Registrable Securities in the underwriting to the extent provided herein. The Investor, proposing to distribute their securities through such underwriting, shall (together with the Company as provided in Section 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting; provided, however, that Investor (and its assignees) shall not be required to make any representations, warranties or indemnities except as they relate to such Holder’s ownership of shares and authority to enter into the underwriting agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be several and not joint, and limited to an amount equal to the net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Section 2.2, if the underwriter(s) advise(s) Investor in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Investor shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Investor, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares.

(b)	In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Section 2.1, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of

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the offering by the Company. If the total number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the number of securities to be

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sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable) to the number of Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. Notwithstanding the foregoing, in no event shall (i) the number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, or (ii) the number of Registrable Securities included in the offering be reduced below twenty percent (20%) of the total number of securities included in such offering, unless such offering is the IPO, in which case the selling Holders may be excluded further if the underwriters make the determination described above and no other stockholder’s securities are included in such offering. For purposes of the provision in this Section 2.2(b) concerning apportionment, for any selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such “selling Holder,” as defined in this sentence.

(c)	For purposes of Section2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.2(a), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included.

2.3	Obligations of the Company. Whenever required under this Section 2 to effect the registration of any

Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a)	prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such one hundred twenty

(120)	day period shall be extended for a period of time equal to the period the Investor refrains, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration and (ii) in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such one hundred twenty (120) day period shall be

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extended for up to sixty (60) days, if necessary, to keep the registration statement effective until all such Registrable Securities are sold;

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(b)	prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement;

(c)	furnish to the Investor such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as the Investor may reasonably request in order to facilitate its disposition of its Registrable Securities;

(d)	use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Investor; provided that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;

(e)	in the event of any underwritten public offering, enter into and perform its obligations under

an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering;

(f)	use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed;

(g)	provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

(h)	promptly make available for inspection by the Investor, any managing underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the Investor, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith;

(i)	notify the Investor, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and

(j)	after such registration statement becomes effective, notify the

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Investor of any request by the SEC that the Company amend or supplement such registration statement or prospectus.

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In addition, the Company shall ensure that, at all times after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, its insider trading policy shall provide that the Company’s directors may implement a trading program under Rule 10b5-1 of the Exchange Act.

2.4 Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of the Investor that the Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required to effect the registration of the Investor’s Registrable Securities.

2.5 Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2 and all expenses incurred by the Company in connection with a Direct Listing, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $50,000, of one counsel for the Investor (“Investor Counsel”), shall be borne and paid by the Company. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Investor pro rata on the basis of the number of Registrable Securities registered on its behalf.

2.6 Delay of Registration. The Investor shall not have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.

2.7	Indemnification. If any Registrable Securities are included in a registration statement under this

Section 2 or in connection with a Direct Listing:

(a)	To the extent permitted by law, the Company will indemnify and hold harmless the Investor, and the partners, members, officers, directors, and stockholders of Investor; legal counsel and accountants for the Investor; any underwriter (as defined in the Securities Act) for the Investor; and each Person, if any, who controls the Investor or underwriter within the meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to the Investor, underwriter, controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 2.7(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable for any Damages or expenses to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of the Investor, underwriter, controlling Person, or other aforementioned Person expressly for use in connection with such registration.

(b)	To the extent permitted by law, the Investor will indemnify and hold

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harmless the Company, and each of its directors, each of its officers who has signed the registration 15

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statement, each Person (if any), who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, and any underwriter (as defined in the Securities Act), against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of the Company expressly for use in connection with such registration; provided, however, that the indemnity agreement contained in this Section 2.7(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Investor, which consent shall not be unreasonably withheld; and provided further that in no event shall the aggregate amounts payable by Investor by way of indemnity or contribution under Section 2.7(b) and 2.7(d) exceed the proceeds from the offering received by the Investor (net of any Selling Expenses paid by the Investor), except in the case of fraud or willful misconduct by the Investor.

(c)	Promptly after receipt by an indemnified party under this Section 2.7 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such action. The failure to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, to the extent that such failure materially prejudices the indemnifying party’s ability to defend such action. The failure to give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7.

(d)	To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either: (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Section 2.7 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Section 2.7 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Section 2.7, then, and in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim,

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damage, liability, or expense, as well as to reflect any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by

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reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case (x) no Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement, and

(y)	no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and provided further that in no event shall the Investor’s liability pursuant to this Section 2.7(d), when combined with the amounts paid or payable by the Investor pursuant to Section 2.7(b), exceed the proceeds from the offering received by the Investor (net of any Selling Expenses paid by the Investor), except in the case of willful misconduct or fraud by the Investor.

(e)	Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control; provided, however, that any matter expressly provided for or addressed by the foregoing provisions that is not expressly provided for or addressed by the underwriting agreement shall be controlled by the foregoing provisions.

(f)	Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations of the Company and the Investor under this Section 2.7 shall survive the completion of any offering of Registrable Securities in a registration under this Section 2, and otherwise shall survive the termination of this Agreement or any provision(s) of this Agreement.

2.8 Reports Under Exchange Act. With a view to making available to the Investor the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company shall:

(a)	make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times after the earlier of the (i) effective date of the registration statement filed by the Company for the IPO or (ii) effective date of the registration statement filed by the Company for a Direct Listing;

(b)	use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and

(c)	furnish to the Investor, so long as the Investor owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days
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after the effective date of the registration statement filed by the Company for the IPO or a Direct Listing), the Securities Act, and the Exchange Act (at any time after the Company has become

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subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies); and (ii) such other information as may be reasonably requested in availing the Investor of any rule or regulation of the SEC that permits the selling of any such securities without registration (at any time after the Company has become subject to the reporting requirements under the Exchange Act) or pursuant to Form S-3 (at any time after the Company so qualifies to use such form).

2.9 “Market Stand-off” Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days in the case of the IPO or ninety (90) days in the case of any registration other than the IPO, (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the registration statement for such offering or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section

2.9 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement or to the establishment of a trading plan pursuant to Rule 10b5-1, provided that such plan does not permit transfers during the restricted period, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than three percent (3%) of the Company’s outstanding Common Stock. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 2.9 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 2.9 or that are necessary to give further effect thereto.

2.10 Termination of Registration Rights. The right of the Investor to inclusion of Registrable Securities in any registration pursuant to Section 2.1 shall terminate upon the earliest to occur of:

(a)	such time after consummation of the IPO or a Direct Listing as SEC Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such the Investor’s Common Stock without limitation during a three (3) month period without registration;

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(b)	the earlier of the fifth (5th) anniversary of the IPO or the fifth (5th) anniversary of a Direct

Listing.

3.	Information Rights.

3.1	Delivery of Financial Statements. The Company shall deliver to the

Investor:

(a)	as soon as practicable, but in any event within forty-five (45) days

after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year and

(ii)	statements of income and of cash flows for such year, all prepared in accordance with GAAP as consistently applied by the Company (except that such financial statements may (x) be subject to normal year-end audit adjustments; and (y) not contain all notes thereto that may be required in accordance with GAAP);

(b)	as soon as practicable, but in any event within forty five (45) days after the end of each quarter of each fiscal year of the Company, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet as of the end of such fiscal quarter, all prepared in accordance with GAAP as consistently applied by the Company (except that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); and

(c)	if requested, but no more frequently than once per calendar year, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Investor to calculate their respective percentage equity ownership in the Company; and

(d)	as soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a summary budget and financial forecast for the next fiscal year sufficient for Investor to value its investment in the Company for its financial reporting compliance, and at such other times as any other budgets or revised budgets are prepared by the Company, the same information. Notwithstanding the foregoing, the budget and financial forecast for fiscal year 2022 shall be delivered by March 31, 2022.

If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries.

Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date 21

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sixty (60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this

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Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

3.2 Observer Rights. Notwithstanding any other representation the Investor may have on the Board of Directors, the Company shall invite one (1) representative of the Investor (the “Observer”) to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if the Board of Directors determines in good faith, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information, because such information is materially competitively sensitive with regard to the commercial or business relationship between Investor and the Company or would result in disclosure of trade secrets or a conflict of interest. The individual to serve as an Observer shall be to the mutual agreement of the Company and Investor. The initial Observer (to which both the Company and Investor consent) shall be Chris Burns.

3.3 Termination of Information and Observer Rights. The covenants set forth in Section 3.1 and Section 3.2 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) when the number of Shares owned by the Investor represents less than four (4%) of the issued and outstanding shares of Common Stock, whichever event occurs first.

3.4 Confidentiality. The Investor agrees that it will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor or make decisions with respect to its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 by the Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that the Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent reasonably necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from the Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4; (iii) to any Affiliate, partner, limited partner, member, stockholder, or wholly owned subsidiary of the Investor in the ordinary course of business, provided that the Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, regulation, rule, court order or subpoena, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any

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such required disclosure.

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4.	Rights to Future Stock Issuances; Anti-Dilution Protection.

4.1Right of First Offer.

(a)	Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities for cash, the Company shall first offer such New Securities to the Investor. The right of first offer in this Section 4 shall not be applicable with respect to the Investor, if at the time of such subsequent securities issuance, the Investor is not an “accredited investor,” as that term is then defined in Rule 501(a) under the Securities Act.

(b)	The Company shall give notice (the “Offer Notice”) to the Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities.

(c)	By notification to the Company within twenty (20) days after the Offer Notice is given, the Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by Investor bears to the total Common Stock of the Company then outstanding on a fully-diluted basis. The closing of any sale pursuant to this Section 4.1(c) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(d).

(d)	If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(c), the Company may, during the ninety

(90)	day period following the expiration of the period provided in Section 4.1(c), offer and sell the remaining unsubscribed

portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investor in accordance with this Section 4.1.

(e)	The right of first offer in this Section 4.1 shall not be applicable to

(i)	the sale of shares of Common Stock by the Company at the price of $7.50 per share currently being undertaken on a private

placement for proceeds of $50,000,000; or (ii) shares of Common Stock issued in the IPO; or (iii) shares of Common Stock issued in partial consideration for the purchase of lands located in Buckeye, Arizona.

4.2 Anti-Dilution. In the event that the Company issues and sells Common Stock for cash consideration (a “DFD Share Sale”) to Slip Technology Royalty Company, Do- Fluoride (Jiaozuo) New Energy Trading Co., Ltd. (“DFD”) pursuant to that certain Amended and Restated Sublicense Agreement, dated October 23, 2019, by and between the Company and DFD), or any amendment thereto, and the price per share of such Common Stock shares sold in such DFD Share Sale (the “Per Share Price”) is less than $7.50 per share (the “Anti-Dilution Price”) (as adjusted for stock splits, dividends, recapitalizations and the like), the Company shall issue to

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Investor such additional number of Shares equal to (i) the aggregate Purchase Price paid by the Investor pursuant to the Purchase Agreement, divided by (ii) the price that Common Stock was sold at in the DFD Shares Sale, minus (iii) the total aggregate Shares issued to the Investor pursuant to the Purchase Agreement.

4.3 Termination. The covenants set forth in Section 4.1 and Section 4.2 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or Direct Listing, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) when the number of Shares owned by the Investor represents less than four (4%) of the issued and outstanding shares of Common Stock, whichever event occurs first.

5.	Additional Covenants.

5.1 Transfer Assistance. Notwithstanding anything to the contrary, at any time on or after the seventh anniversary of the date of the Closing Date, as defined in the Purchase Agreement, upon a written notice from the Investor, that the Investor intends to transfer some or all of its shares of Common Stock, the Company shall consent to and permit such proposed transfer, and, subject to third-persons executing and delivering to Company a customary confidentiality and nondisclosure agreement, provide all reasonable assistance requested by the Investor in connection with such proposed transaction, including, but not limited to, providing access to due diligence materials concerning the Company in an electronic data room or otherwise, entering into confidentiality or similar agreements with potential purchasers of the Common Stock and making Company personnel reasonably available to meet with potential purchasers to discuss the Company’s business, in each case in a manner substantially the same as would be reasonably expected if the entire Company is being sold through a traditional auction process managed by an investment bank.

5.2 Termination of Covenants. The covenants set forth in this Section 5, other than Section 5.2 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or Direct Listing, or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, whichever event occurs first.

6.	Miscellaneous.

6.1 Successors and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) by the Investor to a transferee of Registrable Securities that

(i)	is an Affiliate of the Investor; or (ii) after such transfer, holds at least 500,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations); provided, however, that (x) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred; and (y) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement. For the purposes of determining the

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number of shares of Registrable Securities held by a transferee, the holdings of a transferee that is an Affiliate or stockholder of the Investor shall be aggregated together and with those of the

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Investor; provided further that all transferees who would not qualify individually for assignment of rights shall, as a condition to the applicable transfer, have a single attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any action under this Agreement. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

6.2 Governing Law. This Agreement shall be governed by the internal law of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware (provided that where required the corporation law of Nevada shall apply to the Company).

6.3 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

6.4 Titles and Subtitles. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

6.5	Notices.

(a)	All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail or facsimile during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their addresses as set forth on Schedule A hereto, or to the principal office of the Company and to the attention of the Chief Executive Officer, in the case of the Company, or to such email address, facsimile number, or address as subsequently modified by written notice given in accordance with this Section 6.5. If notice is given to the Investor, a copy shall also be sent to Bryan Cave Leighton Paisner LLP, One Metropolitan Square, 211 North Broadway, Saint Louis, MO 63102-2726, Attention: Robert L. Newmark (rlnewmark@bclplaw.com), and if notice is given to the Company, a copy shall also be sent to KORE Power, Inc., 1875 N Lakewood Dr. Suite 200, Coeur d’Alene ID 83814 Attn.: Lindsay Gorrill, CEO (lgorrill@korepower.com).

(b)	Consent to Electronic Notice. Each Investor consents to the delivery

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of any stockholder notice pursuant to the Delaware General Corporation Law (the “DGCL”), as amended or superseded from time to time, by electronic transmission pursuant to Section 232 of

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the DGCL (or any successor thereto) at the electronic mail address as on the books of the Company. To the extent that any notice given by means of electronic transmission is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected electronic mail address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each Investor agrees to promptly notify the Company of any change in such stockholder’s electronic mail address, and that failure to do so shall not affect the foregoing.

6.6 Amendments and Waivers. Any term of this Agreement may be amended, modified or terminated and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company (which is conditioned upon receiving approval of the Company’s Board of Directors) and the Investor; provided that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party. Notwithstanding the foregoing, (a) this Agreement may not be amended, modified or terminated and the observance of any term hereof may not be waived with respect to the Investor without the written consent of the Investor; and (b) Sections 3.1 and Section 4 and any other section of this Agreement applicable to the Investor (including this clause (b) of this Section 6.6) may not be amended, modified, terminated or waived without the written consent of the Investor. Any amendment, modification, termination, or waiver effected in accordance with this Section 6.6 shall be binding on all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

6.7 Severability. In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.

6.8 Aggregation of Stock. All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate.

6.9 Entire Agreement. This Agreement (including any Schedules and Exhibits hereto) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled.

6.10 Dispute Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of Delaware and to the jurisdiction of the United States District Court for the District of Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state courts of Delaware or the United States District Court for the District of Delaware, and (c) hereby waive, and agree not

to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. The prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled

WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

6.11 Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching or nondefaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

(Signature page follows)

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IN WITNESS WHEREOF, the parties have executed this Investors’ Rights Agreement as of the date first above

written.

COMPANY:

KORE POWER, INC.,

a Nevada corporation

By:	Name: LINDSAY E. GORRILL

Title: CHIEF EXECUTIVE OFFICER

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Signature Page to Investors’ Rights Agreement

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IN WITNESS WHEREOF, the parties have executed this Investors’ Rights Agreement as of the date first above

written.

INVESTOR:

NOVONIX LIMITED,

By:	Name: ROBERT NATTER

Title: CHAIRMAN OF THE BOARD

By:	Name: SUZANNE YEATS

Title: CORPORATE SECRETARY

Exhibit 8

List of Subsidiaries of NOVONIX Limited	
			
Company Name		Country of Incorporation	
			
Novonix BTS Holding 1 Limited (f/k/a J.C. Burns Holding			
Company Limited)		Canada	
Novonix BTS Holding 2 Limited (f/k/a D.A. Stevens Holding			
Company Limited)		Canada	
GRA Operations Pty Ltd		Australia	
MD South Tenements Pty Ltd		Australia	
Novonix Corp.		United States (Delaware)	
NOVONIX Anode Materials LLC (f/k/a PureGraphite)		United States (Delaware)	
NOVONIX 1029 LLC		United States (Delaware)	
NOVONIX Battery Technology Solutions, Inc.		Canada	

Exhibit 12.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d -14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John C. Burns, certify that:

1.	I have reviewed this annual report on Form 20-F of NOVONIX Limited;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.	The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)	(Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);

c)	Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)	Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

5.	The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

Date: August 31, 2022	By:	/s/ Dr. John Christopher Burns

Dr. John Christopher Burns
Chief Executive Officer

Exhibit 12.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d -14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Nicholas Liveris , certify that:

1.	I have reviewed this annual report on Form 20-F of NOVONIX Limited;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.	The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)	(Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);

c)	Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)	Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

5.	The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

Date: August 31, 2022	By:	/s/ Nicholas Liveris

Nicholas Liveris
Chief Financial Officer

Exhibit 13.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The certification set forth below is being submitted in connection with the Annual Report on Form 20-F for the year ended June 30, 2022 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

I, John C. Burns, certify that:

1.	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 31, 2022	By:	/s/ Dr. John Christopher Burns	
		Dr. John Christopher Burns	
		Chief Executive Officer	

Exhibit 13.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The certification set forth below is being submitted in connection with the Annual Report on Form 20-F for the year ended June 30, 2022 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

I, Nicholas Liveris, certify that:

1.	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 31, 2022	By:	/s/ Nicholas Liveris	
		Nicholas Liveris	
		Chief Financial Officer