Novo Resources Corp. (OTCPK:NSRP.F) signed an arm's length agreement to acquire Millennium Minerals Limited from IMC Resources Ltd, Heritas Capital Management Pte. Ltd. and IMC Resources Gold Holdings Pte Ltd for approximately AUD 61 million on August 4, 2020. Under the terms of the agreements signed with IMC Resources Ltd and Heritas Capital Management Pte. Ltd., Novo will acquire all of the outstanding ordinary shares of Millennium on a cash and debt free basis in exchange for approximately AUD 61 million of Novo units (each unit comprised of one common share and one-half of one common share purchase warrant). Following completion of the acquisition, Millennium will be required to repay secured debt of IMC Resources Ltd and Heritas Capital Management Pte. Ltd. of approximately AUD 69 million by way of the payment of AUD 60 million in cash and the balance of AUD 9 million in Novo units. To the extent Millennium does not have sufficient funds to repay secured debt of IMC Resources Ltd and Heritas Capital Management Pte. Ltd., Novo will provide funding to Millennium to allow repayment (and will issue the Novo units at Millennium's direction). The equity consideration issued to IMC Resources Ltd and Heritas Capital Management Pte. Ltd. and the Novo units issued in repayment of debt will be subject to a statutory hold period expiring four months from the date of issuance; in addition, a further contractual hold period will apply to half of the Novo units issued to IMC Resources Ltd and Heritas Capital Management Pte. Ltd. increasing the hold period to 12 months. Novo has also agreed to pay to IMC deferred consideration in the form of a fee on future gold production equal to 2% of all gold revenue generated by Novo (the “deferred consideration”) up to the later of cumulative gold production of 600,000 ounces or cumulative payments of AUD 20 million having been made to IMC Resources Ltd and Heritas Capital Management Pte. Ltd. The acquisition and repayment of the secured debt of IMC Resources Ltd and Heritas Capital Management Pte. Ltd. will be funded from a combination of debt and equity including a brokered private placement of subscription receipts and a secured credit facility of certain amount (the “Sprott Facility”) from Sprott Private Resource Lending II (Collector), LP. As of August 5, 2020, the acquisition is funded from the proceeds of the increased brokered offering and the non-brokered offering. As of August 11, 2020, the offering is increased to 14.6 million subscriptions receipts which was earlier 1.5 million receipts. Hence, the amount to be raised from non-brokered private placement now is CAD 47.5 million (AUD 49.9 million). As on August 27, 2020, a total private placement of CAD 55.9 million (AUD 58.6 million) is closed by Novo Resources Corp. which will be used to fund the transaction.

If, subsequent to closing of the acquisition, IMC Resources Ltd and Heritas Capital Management Pte. Ltd. hold 10% or more of Novo's issued and outstanding shares, IMC Resources Ltd and Heritas Capital Management Pte. Ltd. will have the right to appoint a representative to Novo's Board of Directors until its interest in Novo dilutes below 10%. Upon closing of the acquisition, IMC Resources Ltd and Heritas Capital Management Pte. Ltd. and secured debt repayment and the concurrent financing, it is anticipated that IMC Resources Ltd and Heritas Capital Management Pte. Ltd. will hold 9.47% of Novo's issued and outstanding common shares. The deal is subject to working capital adjustments and customary closing conditions including closing of the financings and receipt of certain regulatory and other approvals. Novo Resources is not required to obtain Australian Foreign Investment Review Board approval. The completion of the acquisition is expected to occur during the third quarter of 2020.

CIBC World Markets Inc. acted as financial advisor, Justin Harris, Paul Vinci, Peter Smith, Samantha Daly, David Proudman, Craig Wappett and Marcus Clark of Johnson Winter & Slattery acted as Australian legal advisors and Owen Bird Law Corporation acted as Canadian legal advisor for Novo. Azure Capital acted as financial advisor, DLA Piper acted as Australian legal advisor and Stikeman Elliott as Canadian legal advisor for IMC Resources Ltd and Heritas Capital Management Pte. Ltd.