Nova Minerals Ltd — Capital/Financing Update 2018

Jun 20, 2018

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ASX and Media Release

21 June 2018

NON-RENOUNCEABLE RIGHTS ISSUE OF SHARES NOTICE UNDER SECTION 708AA(2)(f) OF THE CORPORATIONS ACT 2001

On 14 June 2018, Nova Minerals Limited ( Company ) announced its intention to issue approximately 46,860,527 fully paid ordinary shares and 23,430,263 free attaching New Options (together, the New Securities ) via a non renounceable rights issue to eligible shareholders as updated on 21 June 2018 to raise up to $1,499,537 ( Rights Issue ). The offer includes a top-up facility under which eligible shareholders may apply for additional shares ( Top-Up Facility ).

The Rights Issue is not underwritten.

This notice is given by the Company under section 708AA(2)(f) of the Corporations Act 2001 ( Act ). The Company advises that:

• (a) the New Securities will be offered for issue without disclosure to investors under Part 6D.2 of the Act;

• (b) as at the date of this notice, the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company, and section 674 of the Act;

• (c) as at the date of this notice, there is no “excluded information” within the meaning of sections 708AA(8) and 708AA(9) of the Act which is required to be disclosed under section 708AA(7)(d) of the Act; and

• (d) the potential effect that the issue of the New Securities will have on the control of the Company, and the consequences of that effect, will depend on a number of factors, including investor demand and the take up of the New Securities in the Rights Issue. However, given the structure of the Rights Issue as a pro-rata issue, the potential effect that the issue of the New Securities will have on the control of the Company is as follows:

  • (i) if all eligible shareholders take up their entitlement for the New Securities under the Rights Issue, the offer will have no effect on the control of the Company;

  • (ii) to the extent that any eligible shareholder does not take up their entitlement for the New Securities under the Rights Issue, that eligible shareholder’s percentage holdings in the Company will be diluted by those other eligible shareholders who take up some or all of their entitlement; and

  • (iii) although the issue of the New Securities which are not taken up by eligible shareholders under the Rights Issue ( Shortfall Securities ) may increase the voting power of parties to whom the Board in its discretion resolves to issue Shortfall Securities (whether under the Top-Up Facility or otherwise), none of these parties will acquire more than 20% of the voting power in the Company, and in any event such issue of Shortfall Securities is not anticipated to have a material effect on control of the Company.

For and on behalf of Nova Minerals Limited,

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Adrien Wing Company Secretary

Nova Minerals Ltd. Level 17, 500 Collins Street, Melbourne, VIC, 3000. Phone: +61 3 9614 0600 Fax: + 61 3 9614 0550