Nova Minerals Ltd - Capital/Financing Update 2020

ASX ANNOUNCEMENT ASX: NVA, OTC: NVAAF, FSE: QM3

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02 December 2020

To: Australian Securities Exchange

Cleansing Statement Notice Pursuant to Section 708A(5)(e) of the Corporations Act

Nova Minerals Limited (the Company ) gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) ( Corporations Act ) as follows:

(a) The Company has issued
Placement - 123,529,412 fully ordinary paid shares ( Shares ) in the Company at an issue price of $0.17 (17.00 cents) per Share from the share placement announced on 25 November 2020; and
Lead Manager Options – 10,500,000 unlisted options ( Options ) will be issued to the Lead Manager. The Options are exercisable at $0.30 (30.00 cents) per share and expire on 02 December 2022.
(b) The Shares rank pari passu with existing Nova ordinary shares.
(c) The Shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act.
(d) As at the date of this notice, the Company has complied with:
the provisions of Chapter 2M of the Corporations Act, as they apply to the Company; and
Section 674 of the Corporation Act.
(e) As at the date of this notice, there is no 'excluded information' (within the meaning of sections 708A(7) and 708A(8) of the Corporations Act) required to be disclosed under section 708A(6)(e) of the Corporations Act.

An Appendix 2A and Appendix 3G reflecting the revised capital structure following the issue of the above securities has been released with this announcement.

For and on behalf of Nova Minerals Limited

Ian Pamensky Company Secretary

This announcement has been authorised for release by the Company Secretary, Ian Pamensky.

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Office:

Contact:

Nova Minerals Ltd is a dynamic Australian Nova Minerals Limited explorer and developer of its expanding ACN: 006 690 348 flagship 3.3Moz Estelle Gold project ASX: NVA situated in Alaska OTC: NVAAF

Suite 602, 566 St Kilda Road P: +61 3 9537 1238 Melbourne, VIC, 3004 E: [email protected] Australia W : www.novaminerals.com.au

This appendix is not available as an online form Please fill in and submit as a PDF announcement

+Rule 2.7

Appendix 2A

Application for quotation of +securities

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

If you are an entity incorporated outside Australia and you are seeking quotation of a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for nonAustralian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 – Entity and announcement details

Question no	Question	Answer
1.1	*Name of entity We (the entity here named) apply for +quotation of the following +securities and agree to the matters set out in Appendix 2A of the ASX Listing Rules.1	Nova Minerals Limited
1.2	Registration type and number Please supply your ABN, ARSN, ARBN, ACN or* another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number).	ACN 006 690 348
1.3	*ASX issuer code
1.4	This announcement is Tick whichever is applicable.*	`☐`A new announcement `☒`An update/amendment to a previous announcement `☐`A cancellation of a previous announcement
1.4a	Reason for update Mandatory only if “Update” ticked in Q1.4 above. A* reason must be provided for an update.	Issue of Ordinary Shares
1.4b	Date of previous announcement to this update Mandatory only if “Update” ticked in Q1.4 above.*	25 November 2020 - https://www.asx.com.au/asx/statistics/displa yAnnouncement.do?display=pdf&idsId=023 13531
1.4c	Reason for cancellation Mandatory only if “Cancellation” ticked in Q1.4 above.*	N/A

1 Appendix 2A of the Listing Rules includes a warranty that an offer of the securities for sale within 12 months after their issue will not require disclosure under section 707(3) or 1012C(6) of the Corporations Act. If the securities to be quoted have been issued by way of a pro rata offer, to give this warranty, you will generally need to have lodged a cleansing notice with ASX under section 708AA(2)(f) or 1012DAA(2)(f) of the Corporations Act within 24 hours before the securities are offered (see ASIC Regulatory Guide 189 Disclosure relief for rights issues ). If in doubt, please consult your legal adviser.

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This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities

1.4d	Date of previous announcement to this cancellation Mandatory only if “Cancellation” ticked in Q1.4 above.*	N/A
1.5	*Date of this announcement	02 December2020

Part 2 – Type of issue

Part 2 –	Type of issue
Question No.	Question	Answer
2.1	The +securities to be quoted are: Select whichever item is applicable.* If you wish to apply for quotation of different types of issues of securities, please complete a separate Appendix 2A for each type of issue.	`☒`Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B ☐Being issued under a +dividend or distribution plan `☐`Being issued as a result of options being exercised or other +convertible securities being converted ☐Unquoted partly paid +securities that have been paid up and are now quoted fully paid +securities ☐+Restricted securities where the escrow period has expired or is about to expire ☐+Securities previously issued under an +employee incentive scheme where the restrictions on transfer have ceased or are about to cease ☐+Securities issued under an +employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer ☐Other
2.2a.1	Date of Appendix 3B notifying the market of the proposed issue of +securities for which quotation is now being sought Answer this question if your response to Q2.1 is “Being* issued as part of a transaction or transactions previously announced to the market in an Appendix 3B”	25 November 2020 - https://www.asx.com.au/asx/statistics/displa yAnnouncement.do?display=pdf&idsId=023 13531
2.2a.2	Are there any further issues of +securities yet to take place to complete the transaction(s) referred to in the Appendix 3B? Answer this question if your response to Q2.1 is “Being* issued as part of a transaction or transactions previously announced to the market in an Appendix 3B”.	~~Yes or~~No

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This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities

2.2a.2.1	Please provide details of the further issues of +securities yet to take place to complete the transaction(s) referred to in the Appendix 3B Answer this question if your response to Q2.1 is “Being* issued as part of a transaction or transactions previously announced to the market in an Appendix 3B” and your response to Q2.2a.2 is “Yes”. Please provide details of the proposed dates and number of securities for the further issues. This may be the case, for example, if the Appendix 3B related to an accelerated pro rata offer with an institutional component being quoted on one date and a retail component being quoted on a later date.
2.2b.1	Date of Appendix 3A.1 lodged with ASX in relation to the underlying +dividend or distribution Answer this question if your response to Q2.1 is “Being* issued under a dividend or distribution plan”.
2.2b.2	Does the +dividend or distribution plan meet the requirement of listing rule 7.2 exception 4 that it does not impose a limit on participation? Answer this question if your response to Q2.1 is “Being* issued under a dividend or distribution plan”. Note: Exception 4 only applies where security holders are able to elect to receive all of their dividend or distribution as securities. For example, Exception 4 would not apply in the following circumstances: 1) The entity has specified a dollar limit on the level of participation e.g. security holders can only participate to a maximum value of $x in respect of their entitlement, or 2) The entity has specified a maximum number of securities that can participate in the plan e.g. security holders can only receive securities in lieu of dividend payable for x number of securities.	Yes or No
2.2c.1	Please state the number and type of options that were exercised or other +convertible securities that were converted (including their ASX security code) Answer this question if your response to Q2.1 is “Being issued as a result of options being exercised or other convertible securities being converted”.	N/A
2.2c.2	And the date the options were exercised or other +convertible securities were converted Answer this question if your response to Q2.1 is “Being issued as a result of options being exercised or other convertible securities being converted”. Note: If this occurred over a range of dates, enter the date the last of the options was exercised or convertible securities was converted.	N/A
2.2d.1	Please state the number and type of partly paid +securities (including their ASX security code) that were fully paid up Answer this question if your response to Q2.1 is “Unquoted partly paid securities that have been paid up and are now quoted fully paid securities”.	N/A

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This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities

2.2d.2	And the date the+securities were fully paid up Answer this question if your response to Q2.1 is “Unquoted partly paid securities that have been paid up and are now quoted fully paid securities”. Note: If this occurred over a range of dates, enter the date the last of the securities was fully paid up.	N/A
2.2e.1	Please state the number and type of +restricted securities (including their ASX security code) where the escrow period has expired or is about to expire Answer this question if your response to Q2.1 is “Restricted securities where the escrow period has expired or is about to expire”.	N/A
2.2e.2	And the date the escrow restrictions have ceased or will cease Answer this question if your response to Q2.1 is “Restricted securities where the escrow period has expired or is about to expire”. Note: If this occurred over a range of dates, enter the date the last of the escrow restrictions has ceased or will cease.	N/A
2.2f.1	Please state the number and type of +securities (including their ASX security code) previously issued under the +employee incentive scheme where the restrictions on transfer have ceased or are about to cease Answer this question if your response to Q2.1 is “Securities previously issued under an employee incentive scheme where the restrictions on transfer have ceased or are about to cease”.	N/A
2.2f.2	And the date the restrictions on transfer have ceased or will cease: Answer this question if your response to Q2.1 is “Securities previously issued under an employee incentive scheme where the restrictions on transfer have ceased or are about to cease”. Note: If this occurred over a range of dates, enter the date the last of the restrictions on transfer has ceased or will cease.	N/A
2.2g.1	Please state the number and type of +securities (including their ASX security code) issued under an +employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer”.	N/A

See chapter 19 for defined terms 31 January 2020

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This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities

2.2g.2	Please attach a document or provide details of a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms. Answer this question if your response to Q2.1 is* “Securities issued under an employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer”.	Please attach a document or provide details of a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms. Answer this question if your response to Q2.1 is* “Securities issued under an employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer”.	N/A	N/A
2.2g.3	Are any of these +securities being issued to +key management personnel (KMP) or an +associate Answer this question if your response to Q2.1 is* “Securities issued under an employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer”.		~~Yes or~~No
2.2g.3.a	Provide details of the recipients and the number of +securities issued to each of them. Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are* not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer” and your response to Q2.2g.3 is “Yes”. Repeat the detail in the table below for each KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of the KMP or insert “Same” in “Name of registered holder”. If the securities are being issued to an associate of a KMP, insert the name of the associate in “Name of registered holder”. Name of KMP Name of registered holder Number of +securities
	registered holder”.
	Name of KMP	Name of registered holder		Number of +securities


2.2h.1	The purpose(s) for which the entity is issuing the +securities is: Answer this question if your response to Q2.1 is* “Other”. You may select one or more of the items in the list.		`☒`To raise additional working capital `☐`To fund the retirement of debt `☐`To pay for the acquisition of an asset [provide details below] `☐`To pay for services rendered [provide details below] `☐`Other [p_rovide details below_] Additional details:
2.2h.2	Please provide any further information needed to understand the circumstances in which you are applying to have these +securities quoted on ASX, including (if applicable) why the issue of the +securities has not been previously announced to the market in an Appendix 3B You must answer this question if your response to* Q2.1 is “Other”. If there is no other information to provide, please answer “Not applicable” or “N/A”.		N/A
2.2i	Are these +securities being offered under a +disclosure document or +PDS? Answer this question if your response to Q2.1 is any* option other than “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B”.		~~Yes or~~No

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This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities

2.2i.1	Date of +disclosure document or +PDS? Answer this question if your response to Q2.1 is any* option other than “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B” and your response to Q2.2i is “Yes”. Under the Corporations Act, the entity must apply for quotation of the securities within 7 days of the date of the disclosure document or PDS.	N/A
2.3	The +securities to be quoted are: Tick whichever is applicable*	`☒`Additional +securities in a class that is already quoted on ASX ("existing class") ☐New +securities in a class that is not yet quoted on ASX ("new class")

Part 3A – number and type of +securities to be quoted (existing class or new class) where issue has previously been notified to ASX in an Appendix 3B

Answer the questions in this Part if your response to Q2.1 is “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B” and your response to Q2.3 is “existing class” or “new class”.

Question No.	Question	Answer
3A.1	*ASX security code & description	ASX: NVA – Ordinary Shares
3A.2	*Number of +securities to be quoted	123,529,412 Ordinary Shares

Part 3B – number and type of +securities to be quoted (existing class) where issue has not previously been notified to ASX in an Appendix 3B

Answer the questions in this Part if your response to Q2.1 is anything other than “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B” and your response to Q2.3 is “existing class”.

Question No.	Question	Answer
3B.1	*ASX security code & description	N/A
3B.2	*Number of +securities to be quoted
3B.3a	*Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued +securities in that class?	Yes or No
3B.3b	Is the actual date from which the +securities will rank equally (non-ranking end date) known? Answer this question if your response to Q3B.3a is* “No”.	Yes or No
3B.3c	Provide the actual non-ranking end date Answer this question if your response to Q3B.3a is* “No” and your response to Q3B.3b is “Yes”.
3B.3d	Provide the estimated non-ranking end period Answer this question if your response to Q3B.3a is* “No” and your response to Q3B.3b is “No”.

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This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities

3B.3e	Please state the extent to which the +securities do not rank equally: •in relation to the next dividend, distribution or interest payment; or •for any other reason Answer this question if your response to Q3B.3a is* “No”. For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue.

Part 3C – number and type of +securities to be quoted (new class) where issue has not previously been notified to ASX in an Appendix 3B

Question No.	Question	Answer
3C.1	*Security description
3C.2	Security type Select one item from the list that best describes the* securities the subject of this form. This will determine more detailed questions to be asked about the security later in this section. Select “ordinary fully or partly paid shares/units” for stapled securities or CDIs. For interest rate securities, please select the appropriate choice from either “Convertible debt securities” or “Non-convertible debt securities”. Select “Other” for performance shares/units and performance options/rights or if the selections available in the list do not appropriately describe the security being issued.	☐Ordinary fully or partly paid shares/units ☐Options ☐+Convertible debt securities ☐Non-convertible +debt securities ☐Redeemable preference shares/units ☐Other
3C.3	ISIN code Answer this question if you are an entity incorporated outside Australia and you are seeking quotation of a new class of securities other than CDIs. See also the note at the top of this form.
3C.4	*Number of +securities to be quoted
3C.5a	*Will all the +securities issued in this class rank equally in all respects from the issue date?	Yes or No
3C.5b	Is the actual date from which the +securities will rank equally (non-ranking end date) known? Answer this question if your response to Q3C.5a is* “No”.	Yes or No
3C.5c	Provide the actual non-ranking end date Answer this question if your response to Q3C.5a is* “No” and your response to Q3C.5b is “Yes”.
3C.5d	Provide the estimated non-ranking end period Answer this question if your response to Q3C.5a is* “No” and your response to Q3C.5b is “No”.

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This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities

3C.5e	Please state the extent to which the +securities do not rank equally: •in relation to the next dividend, distribution or interest payment; or •for any other reason Answer this question if your response to Q3C.5a is* “No”. For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue.	Please state the extent to which the +securities do not rank equally: •in relation to the next dividend, distribution or interest payment; or •for any other reason Answer this question if your response to Q3C.5a is* “No”. For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue.
3C.6	Please attach a document or provide a URL link for a document lodged with ASX setting out the material terms of the +securities to be quoted You may cross-reference a disclosure document, PDS, information memorandum, investor presentation or other announcement with this information provided it has been released to the ASX Market Announcements Platform.
3C.7	Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1? Answer this question only if you are an ASX Listing.* (ASX Foreign Exempt Listings and ASX Debt Listings do not have to answer this question). If your response is “No” and the securities have any unusual terms, you should approach ASX as soon as possible for confirmation under listing rule 6.1 that the terms are appropriate and equitable.		Yes or No
3C.8	Provide a distribution schedule for the new +securities according to the categories set out in the left hand column – including the number of recipients and the total percentage of the new +securities held by the recipients in each category. Number of +securities held Number of holders Total percentage of +securities held 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over Answer this question only if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not* have to answer this question) and the securities to be quoted have already been issued. Note: if the securities to be quoted have not yet been issued, under listing rule 3.10.5, you will need to provide to ASX a list of the 20 largest recipients of the new +securities, and the number and percentage of the new +securities received by each of those recipients, and a distribution schedule for the securities when they are issued.
3C.9a	Ordinary fully or partly paid shares/units details Answer the questions in this section if you selected this security type in your response to Question 3C.2.
	+Security currency This is the currency in which the face amount of an* issue is denominated. It will also typically be the currency in which distributions are declared.
	*Will there be CDIs issued over the +securities?	Yes or No

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This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities

	CDI ratio Answer this question if you answered “Yes” to the* previous question. This is the ratio at which CDIs can be transmuted into the underlying security (e.g. 4:1 means 4 CDIs represent 1 underlying security whereas 1:4 means 1 CDI represents 4 underlying securities).	X:Y
	*Is it a partly paid class of +security?	Yes or No
	Paid up amount: unpaid amount Answer this question if answered “Yes” to the* previous question. The paid up amount represents the amount of application money and/or calls which have been paid on any security considered ‘partly paid’ The unpaid amount represents the unpaid or yet to be called amount on any security considered ‘partly paid’. The amounts should be provided per the security currency (e.g. if the security currency is AUD, then the paid up and unpaid amount per security in AUD).	X:Y
	Is it a stapled +security? This is a security class that comprises a number of* ordinary shares and/or ordinary units issued by separate entities that are stapled together for the purposes of trading.	Yes or No
3C.9b	Option details Answer the questions in this section if you selected this security type in your response to Question 3C.2.
	+Security currency This is the currency in which the exercise price is* payable.
	Exercise price The price at which each option can be exercised and* convert into the underlying security. The exercise price should be provided per the security currency (i.e. if the security currency is AUD, the exercise price should be expressed in AUD).
	Expiry date The date on which the options expire or terminate.*
	Details of the number and type of +security (including its ASX security code if the +security is quoted on ASX) that will be issued if an option is exercised For example, if the option can be exercised to receive* one fully paid ordinary share with ASX security code ABC, please insert “One fully paid ordinary share (ASX:ABC)”.

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This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities

3C.9c	Details of non-convertible +debt securities, +convertible debt securities, or redeemable preference shares/units Answer the questions in this section if you selected one of these security types in your response to Question 3C.2. Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities” for further information on certain terms used in this section	Details of non-convertible +debt securities, +convertible debt securities, or redeemable preference shares/units Answer the questions in this section if you selected one of these security types in your response to Question 3C.2. Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities” for further information on certain terms used in this section
	Type of +security Select one item from the list*	`☐`Simple corporate bond `☐`Non-convertible note or bond `☐`Convertible note or bond `☐`Preference share/unit `☐`Capital note `☐`Hybrid security `☐`Other
	+Security currency This is the currency in which the face value of the* security is denominated. It will also typically be the currency in which interest or distributions are paid.
	Face value This is the principal amount of each security. The face value should be provided per the security currency (i.e. if security currency is AUD, then the face value per security in AUD).
	Interest rate type Select one item from the list* Select the appropriate interest rate type per the terms of the security. Definitions for each type are provided in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities	`☐`Fixed rate `☐`Floating rate `☐`Indexed rate `☐`Variable rate `☐`Zero coupon/no interest `☐`Other
	Frequency of coupon/interest payments per year Select one item from the list.	`☐`Monthly `☐`Quarterly `☐`Semi-annual `☐`Annual `☐`No coupon/interest payments `☐`Other
	First interest payment date A response is not required if you have selected “No coupon/interest payments” in response to the question above on the frequency of coupon/interest payments
	Interest rate per annum Answer this question if the interest rate type is fixed.	% p.a.
	Is the interest rate per annum estimated at this time? Answer this question if the interest rate type is fixed.*	Yes or No
	If the interest rate per annum is estimated, then what is the date for this information to be announced to the market (if known) Answer this question if the interest rate type is fixed and your response to the previous question is “Yes”. Answer “Unknown” if the date is not known at this time.

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This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities

	Does the interest rate include a reference rate, base rate or market rate (e.g. BBSW or CPI)? Answer this question if the interest rate type is* floating or indexed.	Yes or No
	What is the reference rate, base rate or market rate? Answer this question if the interest rate type is* floating or indexed and your response to the previous question is “Yes”.
	Does the interest rate include a margin above the reference rate, base rate or market rate? Answer this question if the interest rate type is* floating or indexed.	Yes or No
	What is the margin above the reference rate, base rate or market rate (expressed as a percent per annum) Answer this question if the interest rate type is* floating or indexed and your response to the previous question is “Yes”.	% p.a.
	S128F of the Income Tax Assessment Act status applicable to the +security Select one item from the list* For financial products which are likely to give rise to a payment to which s128F of the Income Tax Assessment Act applies, ASX requests issuers to confirm the s128F status of the security: • “s128F exempt” means interest payments are not taxable to non-residents; • “Not s128F exempt” means interest payments are taxable to non-residents; • “s128F exemption status unknown” means the issuer is unable to advise the status; • “Not applicable” means s128F is not applicable to this security	`☐`s128F exempt `☐`Not s128F exempt `☐`s128F exemption status unknown `☐`Not applicable
	*Is the +security perpetual (i.e. no maturity date)?	Yes or No
	Maturity date Answer this question if the security is not perpetual*

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This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities

	Select other features applicable to the +security Up to 4 features can be selected. Further information* is available in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities.	`☐`Simple `☐`Subordinated `☐`Secured `☐`Converting `☐`Convertible `☐`Transformable `☐`Exchangeable `☐`Cumulative `☐`Non-Cumulative `☐`Redeemable `☐`Extendable `☐`Reset `☐`Step-Down `☐`Step-Up `☐`Stapled `☐`None of the above
	*Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)?	Yes or No
	If yes, what is the first trigger date Answer this question if your response to the previous* question is “Yes”.
	Details of the number and type of +security (including its ASX security code if the +security is quoted on ASX) that will be issued if the +securities to be quoted are converted, transformed or exchanged Answer this question if the security features include “converting”, “convertible”, “transformable” or “exchangeable”. For example, if the security can be converted into 1,000 fully paid ordinary shares with ASX security code ABC, please insert “1,000 fully paid ordinary shares (ASX:ABC)”.

Part 4 – Issue details

Part 4 –	Issue details
Question No.	Question	Answer
4.1	*Have the +securities to be quoted been issued yet?	~~Yes or~~No
4.1a	What was their date of issue? Answer this question if your response to Q4.1 is* “Yes”.	N/A
4.1b	What is their proposed date of issue? Answer this question if your response to Q4.1 is “No”.*	02 December 2020

4.2	Are the +securities to be quoted being issued for a cash consideration? If the securities are being issued for nil cash* consideration, answer this question “No”.	Yes	~~or No~~

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This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities

4.2a	In what currency is the cash consideration being paid For example, if the consideration is being paid in* Australian Dollars, state AUD. Answer this question if your response to Q4.2 is “Yes”.	AUD
4.2b	What is the issue price per +security Answer this question if your response to Q4.2 is “Yes”* and by reference to the issue currency provided in your response to Q4.2a. Note: you cannot enter a nil amount here. If the securities are being issued for nil cash consideration, answer Q4.2 as “No” and complete Q4.2c and Q4.2d.	$0.17 per Ordinary Share
4.2c	Please describe the consideration being provided for the +securities to be quoted Answer this question if your response to Q4.2 is “No”.	N/A
4.2d	Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the +securities to be quoted Answer this question if your response to Q4.2 is “No”.	N/A
4.3	Any other information the entity wishes to provide about the issue	Refer ASX Announcement - https://www.asx.com.au/asx/statistics/dis playAnnouncement.do?display=pdf&idsI d=02313531 Refer Appendix 3B - https://www.asx.com.au/asx/statistics/dis playAnnouncement.do?display=pdf&idsI d=02313535

Part 5 – Issued capital following quotation

Following the quotation of the +securities the subject of this application, the issued capital of the entity will comprise: Note: the figures provided in the tables in sections 5.1 and 5.2 below are used to calculate the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the relevant table each class of securities issued by the entity. If you have quoted CHESS Depository Interests (CDIs) issued over your securities, include them in the table in section 5.1 and include in the table in section 5.2 any securities that do not have CDIs issued over them (and therefore are not quoted on ASX). Restricted securities should only be included in the table in section 5.1 if you are applying to have them quoted because the escrow period for the securities has expired or is about to expire. Otherwise include them in the table in section 5.2.

5.1 * Quoted +securities (total number of each +class of +securities quoted on ASX following the +quotation of the +securities the subject of this application) ASX security code and description Total number of +securities on issue NVA 1,669,946,647

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This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities

5.2		*Unquoted +securities(total number of each +class of +securities issued but not quoted on ASX): ASX security code and description Total number of +securities on issue Unquoted options exercisable at $0.04 (4 cents) and expiring 19 September 2022 Unquoted options exercisable at $0.056 (5.6 cents) and expiring 28 October 2022 Unquoted options exercisable at $0.07 (7.0 cents) and expiring 2 June 2022 Unquoted Consultant/ Employee Options exercisable at 6.00 cents on or before 28 January 2023 – Vesting on the announcement of a 5Moz inferred Gold Resources proved up Unquoted Consultant/ Employee Options exercisable at 6.00 cents on or before 28 January 2023 – Vesting on the announcement of a 10Moz inferred Gold Resources proved up Class A Performance Rights – terms as set out in the notice of general meeting released to ASX on 26 February 2020 Class B Performance Rights – terms as set out in the notice of general meeting released to ASX on 26 February 2020 Unquoted Broker/ advisor options exercisable at $0.30 (30 cents) and expiring 02 December 2022 61,000,000 1,500,000 18,000,000 2,500,000 5,000,000 12,000,000 24,000,000 10,500,000	*Unquoted +securities(total number of each +class of +securities issued but not quoted on ASX): ASX security code and description Total number of +securities on issue Unquoted options exercisable at $0.04 (4 cents) and expiring 19 September 2022 Unquoted options exercisable at $0.056 (5.6 cents) and expiring 28 October 2022 Unquoted options exercisable at $0.07 (7.0 cents) and expiring 2 June 2022 Unquoted Consultant/ Employee Options exercisable at 6.00 cents on or before 28 January 2023 – Vesting on the announcement of a 5Moz inferred Gold Resources proved up Unquoted Consultant/ Employee Options exercisable at 6.00 cents on or before 28 January 2023 – Vesting on the announcement of a 10Moz inferred Gold Resources proved up Class A Performance Rights – terms as set out in the notice of general meeting released to ASX on 26 February 2020 Class B Performance Rights – terms as set out in the notice of general meeting released to ASX on 26 February 2020 Unquoted Broker/ advisor options exercisable at $0.30 (30 cents) and expiring 02 December 2022 61,000,000 1,500,000 18,000,000 2,500,000 5,000,000 12,000,000 24,000,000 10,500,000
		ASX security code and description	Total number of +securities on issue
		Unquoted options exercisable at $0.04 (4 cents) and expiring 19 September 2022 Unquoted options exercisable at $0.056 (5.6 cents) and expiring 28 October 2022 Unquoted options exercisable at $0.07 (7.0 cents) and expiring 2 June 2022 Unquoted Consultant/ Employee Options exercisable at 6.00 cents on or before 28 January 2023 – Vesting on the announcement of a 5Moz inferred Gold Resources proved up Unquoted Consultant/ Employee Options exercisable at 6.00 cents on or before 28 January 2023 – Vesting on the announcement of a 10Moz inferred Gold Resources proved up Class A Performance Rights – terms as set out in the notice of general meeting released to ASX on 26 February 2020 Class B Performance Rights – terms as set out in the notice of general meeting released to ASX on 26 February 2020 Unquoted Broker/ advisor options exercisable at $0.30 (30 cents) and expiring 02 December 2022	61,000,000 1,500,000 18,000,000 2,500,000 5,000,000 12,000,000 24,000,000 10,500,000

Part 6 – Other Listing Rule requirements

The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not need to complete this Part) and:

your response to Q2.1 is “Being issued under a dividend/distribution plan” and the response to Q2.2b.2 is “No”; or
- your response to Q2.1 is “Other”.

Note that if your response to Q2.1 is “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B”, it is assumed that you will have provided the information referred to in this Part in the Appendix 3B.

Question No.	Question	Answer	Answer
6.1	*Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1?	~~Yes or~~No
6.1a	Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Answer this question if the response to Q6.1 is “Yes”.*	The Company is proposing to ratify the issue at the AGM on 21 December 2020
6.1b	*Are any of the +securities being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1?	Yes	~~or No~~

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This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities

	Answer this question if the response to Q6.1 is “No”.
6.1b.1	How many +securities are being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1? Answer this question if the response to Q6.1 is “No”* and the response to Q6.1b is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure B to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1 to issue that number of securities.	123,529,412 Ordinary Shares
6.1c	Are any of the +securities being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A (if applicable)? Answer this question if the response to Q6.1 is “No”.*	~~Yes,~~No	~~or n/a~~
6.1c.1	How many +securities are being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A? Answer this question if the response to Q6.1 is “No”* and the response to Q6.1c is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure C to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1A to issue that number of securities.	Nil

Introduced 01/12/19, amended 31/01/20

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This appendix is not available as an online form Please fill in and submit as a PDF announcement

+Rule 3.10.3A, 3.10.3B, 3.10.3C

Appendix 3G

Notification of issue, conversion or payment up of equity +securities

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

If you are an entity incorporated outside Australia and you are issuing a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

Part 1 – Entity and announcement details

Question no	Question	Answer
1.1	Name of entity We (the entity here named) give notice of the issue,* conversion or payment up of the following unquoted +securities.	Nova Minerals Limited (ASX: NVA)
1.2	Registration type and number Please supply your ABN, ARSN, ARBN, ACN or* another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number).	ACN 006 690 348
1.3	*ASX issuer code
1.4	This announcement is Tick whichever is applicable.*	`☐`A new announcement `☒`An update/amendment to a previous announcement `☐`A cancellation of a previous announcement
1.4a	Reason for update Mandatory only if “Update” ticked in Q1.4 above. A* reason must be provided for an update.	As announced to the ASX on 25 November 2020, the Company agreed to issue a total of 10,500,000 Unlisted Broker/ Advisor Options Exercisable at A$0.30. Refer Appendix 3B - https://www.asx.com.au/asx/statistics/display Announcement.do?display=pdf&idsId=02313 534
1.4b	Date of previous announcement to this update Mandatory only if “Update” ticked in Q1.4 above.*	25 November 2020
1.4c	Reason for cancellation Mandatory only if “Cancellation” ticked in Q1.4 above.*	N/A
1.4d	Date of previous announcement to this cancellation Mandatory only if “Cancellation” ticked in Q1.4 above.*	N/A
1.5	*Date of this announcement	02 December 2020

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Part 2 – Type of issue

Part 2 –	Type of issue	payment up of equity +securities
Question No.	Question	Answer
2.1	The +securities the subject of this notification are: Select whichever item is applicable.* If you wish to notify ASX of different types of issues of securities, please complete a separate Appendix 3G for each type of issue.	`☐`+Securities issued as a result of options being exercised or other +convertible +securities being converted and that are not to be quoted on ASX `☐`Partly paid +securities that have been fully paid up and that are not to be quoted on ASX `☐`+Securities issued under an +employee incentive scheme that are not being immediately quoted on ASX `☒`Other If you have selected ‘other’ please provide the circumstances of the issue here: In connection with its role in the Placement, Evolution Capital Advisors Pty Ltd (and/or its nominee(s)) to be issued 10,500,000 unlisted options (each with an exercise price of $0.30 (30 cents), expiry date of 02 December 2022 and which, upon exercise, entitle the holder to one fully paid ordinary share in the Company) (Lead Manager Options).
2.2a.1	Please state the number and type of options that were exercised or other +convertible securities that were converted (including their ASX security code if available)? Answer this question if your response to Q2.1 is “securities issued as a result of options being exercised or other convertible securities being converted and that are not to be quoted on ASX”.	N/A
2.2a.2	And the date the options were exercised or other +convertible securities were converted: Answer this question if your response to Q2.1 is “securities issued as a result of options being exercised or other convertible securities being converted and that are not to be quoted on ASX”. Note: If this occurred over a range of dates, enter the date the last of the options was exercised or convertible securities was converted.	N/A
2.2b.1	Please state the number and type of partly paid +securities that were fully paid up (including their ASX security code if available)? Answer this question if your response to Q2.1 is “partly paid securities that have been paid up and that are not to be quoted on ASX”.	N/A
2.2b.2	And the date the+securities were fully paid up: Answer this question if your response to Q2.1 is “partly paid securities that have been paid up and that are not to be quoted on ASX”. Note: If this occurred over a range of dates, enter the date the last of the securities was fully paid up.	N/A

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

			payment up of equity +securities	payment up of equity +securities
2.2c.1	Please state the number and type of +securities (including their ASX security code) issued under an +employee incentive scheme that are not being immediately quoted on ASX Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.		N/A
2.2c.2	Please attach a document or provide details of a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms. Answer this question if your response to Q2.1 is* “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.		N/A
2.2c.3	Are any of these +securities being issued to +key management personnel (KMP) or an +associate Answer this question if your response to Q2.1 is* “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.		N/A
2.2c.3.a	Provide details of the recipients and the number of +securities issued to each of them. Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are* not being immediately quoted on ASX” and your response to Q2.2c.3 is “Yes”. Repeat the detail in the table below for each KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of the KMP or insert “Same” in “Name of registered holder”. If the securities are being issued to an associate of a KMP, insert the name of the associate in “Name of registered holder”. Name of KMP Name of registered holder Number of +securities
	insert the name of the associate in	“Name of registered holder”.

	Name of KMP	Name of registered holder		Number of +securities


2.2d.1	The purpose(s) for which the entity is issuing the +securities is: Answer this question if your response to Q2.1 is* “Other”. You may select one or more of the items in the list.		`☒`To raise additional working capital `☐`To fund the retirement of debt `☐`To pay for the acquisition of an asset [provide details below] `☐`To pay for services rendered [provide details below] `☐`Other Additional details:
2.2d.2	Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including (if applicable) why the issue of the +securities has not been previously announced to the market in an Appendix 3B You must answer this question if your response to Q2.1 is “Other”. If there is no other information to provide, please answer “Not applicable” or “N/A”.		Refer Appendix 3B 10,500,000 Unquoted Broker/ Advisor Options Exercise Price - $0.30 Expiry Date – 02 December 2022

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

2.3	The +securities being issued are: Tick whichever is applicable*	`☐`Additional +securities in an existing unquoted class that is already recorded by ASX ("existing class") `☒`New +securities in an unquoted class that is not yet recorded by ASX ("new class")

Part 3A – number and type of +securities being issued (existing class)

Answer the questions in this part if your response to Q2.3 is “existing class”.

Question No.	Question	Answer
3A.1	*ASX security code & description
3A.2	*Number of +securities being issued
3A.3a	*Will the +securities being issued rank equally in all respects from their issue date with the existing issued +securities in that class?	Yes or No
3A.3b	Is the actual date from which the +securities will rank equally (non-ranking end date) known? Answer this question if your response to Q3A.3a is* “No”.	Yes or No
3A.3c	Provide the actual non-ranking end date Answer this question if your response to Q3A.3a is* “No” and your response to Q3A.3b is “Yes”.
3A.3d	Provide the estimated non-ranking end period Answer this question if your response to Q3A.3a is* “No” and your response to Q3A.3b is “No”.
3A.3e	Please state the extent to which the +securities do not rank equally: •in relation to the next dividend, distribution or interest payment; or •for any other reason Answer this question if your response to Q3A.3a is* “No”. For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue.

Part 3B – number and type of +securities being issued (new class)

Answer the questions in this part if your response to Q2.3 is “new class”.

Question No.	Question	Answer
3B.1	*Security description	Unquoted Options

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

		payment up of equity +securities	payment up of equity +securities
3B.2	Security type Select one item from the list that best describes the* securities the subject of this form. This will determine more detailed questions to be asked about the security later in this section. Select “ordinary fully or partly paid shares/units” for stapled securities or CDIs. For interest rate securities, please select the appropriate choice from either “Convertible debt securities” or “Non- convertible debt securities”. Select “Other” for performance shares/units and performance options/rights or if the selections available in the list do not appropriately describe the security being issued.	`☐`Ordinary fully or partly paid shares/units `☒`Options `☐`+Convertible debt securities `☐`Non-convertible +debt securities `☐`Redeemable preference shares/units `☐`Other
3B.3	ISIN code Answer this question if you are an entity incorporated outside Australia and you are issuing a new class of securities other than CDIs. See also the note at the top of this form.	N/A
3B.4	*Number of +securities being issued	10,500,000 Unquoted Options
3B.5a	*Will all the +securities issued in this class rank equally in all respects from the issue date?	Yes	~~or No~~
3B.5b	Is the actual date from which the +securities will rank equally (non-ranking end date) known? Answer this question if your response to Q3B.5a is* “No”.	Yes	or No
3B.5c	Provide the actual non-ranking end date Answer this question if your response to Q3B.5a is* “No” and your response to Q3B.5b is “Yes”.
3B.5d	Provide the estimated non-ranking end period Answer this question if your response to Q3B.5a is* “No” and your response to Q3B.5b is “No”.
3B.5e	Please state the extent to which the +securities do not rank equally: •in relation to the next dividend, distribution or interest payment; or •for any other reason Answer this question if your response to Q3B.5a is* “No”. For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue.
3B.6	Please attach a document or provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued You may cross reference a disclosure document, PDS, information memorandum, investor presentation or other announcement with this information provided it has been released to the ASX Market Announcements Platform.	ReferANNEXURE Eattached

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This appendix isnot available as an online form Please fill in and submit as a PDF announcement	This appendix isnot available as an online form Please fill in and submit as a PDF announcement	This appendix isnot available as an online form Please fill in and submit as a PDF announcement	Appendix 3G Notification of issue, conversion or payment up of equity +securities
3B.7	Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1? Answer this question only if you are an ASX Listing.* (ASX Foreign Exempt Listings and ASX Debt Listings do not have to answer this question). If your response is “No” and the securities have any unusual terms, you should approach ASX as soon as possible for confirmation under listing rule 6.1 that the terms are appropriate and equitable.		~~Yes or~~No
3B.8a	Ordinary fully or partly paid shares/units details Answer the questions in this section if you selected this security type in your response to Question 3B.2.
	+Security currency This is the currency in which the face amount of an* issue is denominated. It will also typically be the currency in which distributions are declared.
	*Will there be CDIs issued over the +securities?	Yes or No
	CDI ratio Answer this question if you answered “Yes” to the* previous question. This is the ratio at which CDIs can be transmuted into the underlying security (e.g. 4:1 means 4 CDIs represent 1 underlying security whereas 1:4 means 1 CDI represents 4 underlying securities).	X:Y
	*Is it a partly paid class of +security?	Yes or No
	Paid up amount: unpaid amount Answer this question if answered “Yes” to the* previous question. The paid up amount represents the amount of application money and/or calls which have been paid on any security considered ‘partly paid’ The unpaid amount represents the unpaid or yet to be called amount on any security considered ‘partly paid’. The amounts should be provided per the security currency (e.g. if the security currency is AUD, then the paid up and unpaid amount per security in AUD).	X:Y
	Is it a stapled +security? This is a security class that comprises a number of* ordinary shares and/or ordinary units issued by separate entities that are stapled together for the purposes of trading.	Yes or No
3B.8b	Option details Answer the questions in this section if you selected this	security type in your response to Question 3B.2.
	+Security currency This is the currency in which the exercise price is* payable.	AUD
	Exercise price The price at which each option can be exercised and* convert into the underlying security. If there is no exercise price please answer as $0.00. The exercise price should be provided per the security currency (i.e. if the security currency is AUD, the exercise price should be expressed in AUD).	$0.30 (30 cents)
	Expiry date The date on which the options expire or terminate.*	02 December 2022

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

		payment up of equity +securities
	Details of the number and type of +security (including its ASX security code if the +security is quoted on or recorded by ASX) that will be issued if an option is exercised For example, if the option can be exercised to receive* one fully paid ordinary share with ASX security code ABC, please insert “One fully paid ordinary share (ASX:ABC)“.	Ordinary Shares (ASX: NVA)
3B.8c	Details of non-convertible +debt securities, +convertible debt securities, or redeemable preference shares/units Answer the questions in this section if you selected one of these security types in your response to Question 3B.2. Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities” for further information on certain terms used in this section
	Type of +security Select one item from the list*	`☐`Simple corporate bond `☐`Non-convertible note or bond `☐`Convertible note or bond `☐`Preference share/unit `☐`Capital note `☐`Hybrid security `☐`Other
	+Security currency This is the currency in which the face value of the* security is denominated. It will also typically be the currency in which interest or distributions are paid.
	Face value This is the principal amount of each security. The face value should be provided per the security currency (i.e. if security currency is AUD, then the face value per security in AUD).
	Interest rate type Select one item from the list* Select the appropriate interest rate type per the terms of the security. Definitions for each type are provided in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities	`☐`Fixed rate `☐`Floating rate `☐`Indexed rate `☐`Variable rate `☐`Zero coupon/no interest `☐`Other
	Frequency of coupon/interest payments per year Select one item from the list.	`☐`Monthly `☐`Quarterly `☐`Semi-annual `☐`Annual `☐`No coupon/interest payments `☐`Other
	First interest payment date A response is not required if you have selected “No coupon/interest payments” in response to the question above on the frequency of coupon/interest payments
	Interest rate per annum Answer this question if the interest rate type is fixed.	% p.a.

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

		payment up of equity +securities
	Is the interest rate per annum estimated at this time? Answer this question if the interest rate type is fixed.*	Yes or No
	If the interest rate per annum is estimated, then what is the date for this information to be announced to the market (if known) Answer this question if the interest rate type is fixed and your response to the previous question is “Yes”. Answer “Unknown” if the date is not known at this time.
	Does the interest rate include a reference rate, base rate or market rate (e.g. BBSW or CPI)? Answer this question if the interest rate type is floating* or indexed	Yes or No
	What is the reference rate, base rate or market rate? Answer this question if the interest rate type is floating* or indexed and your response to the previous question is “Yes”.
	Does the interest rate include a margin above the reference rate, base rate or market rate? Answer this question if the interest rate type is floating* or indexed.	Yes or No
	What is the margin above the reference rate, base rate or market rate (expressed as a percent per annum) Answer this question if the interest rate type is floating* or indexed and your response to the previous question is “Yes”.	% p.a.
	S128F of the Income Tax Assessment Act status applicable to the +security Select one item from the list* For financial products which are likely to give rise to a payment to which s128F of the Income Tax Assessment Act applies, ASX requests issuers to confirm the s128F status of the security: • “s128F exempt” means interest payments are not taxable to non-residents; • “Not s128F exempt” means interest payments are taxable to non-residents; • “s128F exemption status unknown” means the issuer is unable to advise the status; • “Not applicable” means s128F is not applicable to this security	`☐`s128F exempt `☐`Not s128F exempt `☐`s128F exemption status unknown `☐`Not applicable
	*Is the +security perpetual (i.e. no maturity date)?	Yes or No
	Maturity date Answer this question if the security is not perpetual*

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

	Select other features applicable to the +security Up to 4 features can be selected. Further information* is available in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities.	`☐`Simple `☐`Subordinated `☐`Secured `☐`Converting `☐`Convertible `☐`Transformable `☐`Exchangeable `☐`Cumulative `☐`Non-Cumulative `☐`Redeemable `☐`Extendable `☐`Reset `☐`Step-Down `☐`Step-Up `☐`Stapled `☐`None of the above
	*Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)?	Yes or No
	If yes, what is the first trigger date Answer this question if your response to the previous* question is “Yes”.
	Details of the number and type of +security (including its ASX security code if the +security is quoted on ASX) that will be issued if the securities to be quoted are converted, transformed or exchanged Answer this question if the security features include “converting”, “convertible”, “transformable” or “exchangeable”. For example, if the security can be converted into 1,000 fully paid ordinary shares with ASX security code ABC, please insert “1,000 fully paid ordinary shares (ASX:ABC)“.

Part 4 – Issue details

Part 4 –	Issue details
Question No.	Question	Answer
4.1	*Have the +securities been issued yet?	~~Yes or~~No
4.1a	What was their date of issue? Answer this question if your response to Q4.1 is* “Yes”.	N/A
4.1b	What is their proposed date of issue? Answer this question if your response to Q4.1 is “No”.*	02 December 2020
4.2	Are the +securities being issued for a cash consideration? If the securities are being issued for nil cash* consideration, answer this question “No”.	~~Yes or~~No

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

		payment up of equity +securities
4.2a	In what currency is the cash consideration being paid For example, if the consideration is being paid in* Australian Dollars, state AUD. Answer this question if your response to Q4.2 is “Yes”.	N/A
4.2b	What is the issue price per +security Answer this question if your response to Q4.2 is “Yes”* and by reference to the issue currency provided in your response to Q4.2a. Note: you cannot enter a nil amount here. If the securities are being issued for nil cash consideration, answer Q4.2 as “No” and complete Q4.2c.	N/A
4.2c	Please describe the consideration being provided for the +securities Answer this question if your response to Q4.2 is “No”.	Refer to Q 2.1 - Issue as per Mandate in connection with its role in the Placement, Evolution Capital Advisors Pty Ltd (and/or its nominee(s)) was issued 10,500,000 unlisted options (each with an exercise price of $0.30 (30 cents), expiry date of 02 December 2022 and which, upon exercise, entitle the holder to one fully paid ordinary share in the Company) (Lead Manager Options)..
4.3	Any other information the entity wishes to provide about the issue	Refer ASX Announcement regarding a share placement https://www.asx.com.au/asx/statistics/displa yAnnouncement.do?display=pdf&idsId=023 13531

See chapter 19 for defined terms 31 January 2020

Page 10

Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Part 5 – Unquoted +securities on issue

Following the issue of the +securities the subject of this application, the unquoted issued +securities of the entity will comprise:

Note: the figures provided in the table in section 5.1 below are used to calculate part of the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the table each class of unquoted securities issued by the entity.

Restricted securities should be included in table 5.1.

This appendix isnot available as an online form Appendix 3G Please fill in and submit as a PDF announcement Notification of issue, conversion or payment up of equity +securities Part 5 – Unquoted +securities on issue	This appendix isnot available as an online form Appendix 3G Please fill in and submit as a PDF announcement Notification of issue, conversion or payment up of equity +securities Part 5 – Unquoted +securities on issue	This appendix isnot available as an online form Appendix 3G Please fill in and submit as a PDF announcement Notification of issue, conversion or payment up of equity +securities Part 5 – Unquoted +securities on issue
Following the issue of the +securities the subject of this application, the unquoted issued +securities of the entity will comprise: Note: the figures provided in the table in section 5.1 below are used to calculate part of the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the table each class of unquoted securities issued by the entity. Restricted securities should be included in table 5.1.
5.1		*Total number of +securities on issue 61,000,000 1,500,000 18,000,000 2,500,000 5,000,000 12,000,000 24,000,000 10,500,000
	*ASX security code and description	*Total number of +securities on issue
	Unquoted options exercisable at $0.04 (4 cents) and expiring 19 September 2022 Unquoted options exercisable at $0.056 (5.6 cents) and expiring 28 October 2022 Unquoted options exercisable at $0.07 (7.0 cents) and expiring 2 June 2022 Unquoted Consultant/ Employee Options exercisable at 6.00 cents on or before 28 January 2023 – Vesting on the announcement of a 5Moz inferred Gold Resources proved up Unquoted Consultant/ Employee Options exercisable at 6.00 cents on or before 28 January 2023 – Vesting on the announcement of a 10Moz inferred Gold Resources proved up Class A Performance Rights – terms as set out in the notice of general meeting released to ASX on 26 February 2020 Class B Performance Rights – terms as set out in the notice of general meeting released to ASX on 26 February 2020 Unquoted Broker/ Advisor Options exercisable at $0.30 (30 cents) and expiring 02 December 2022	61,000,000 1,500,000 18,000,000 2,500,000 5,000,000 12,000,000 24,000,000 10,500,000

See chapter 19 for defined terms 31 January 2020

Page 11

Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Part 6 – Other Listing Rule requirements

The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not need to complete this Part) and:

your response to Q2.1 is “+securities issued under an +employee incentive scheme that are not being immediately quoted on ASX”; or
your response to Q2.1 is “Other”

Question No.	Question	Answer	Answer
6.1	Are the securities being issued under Listing Rule 7.2 exception 131and therefore the issue does not need any security holder approval under Listing Rule 7.1? Answer this question if your response to Q2.1 is* “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.	~~Yes or~~No
6.2	Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? Answer this question if the response to Q6.1 is “No”.*	~~Yes or~~No
6.2a	Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Answer this question if the response to Q6.1 is “No”* and the response to Q6.2 is “Yes”.	The Company is proposing to ratify the issue at the AGM on 21 December 2020
6.2b	Are any of the +securities being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1? Answer this question if the response to Q6.1 is “No”* and the response to Q6.2 is “No”.	Yes	~~or No~~

1 Exception 13 An issue of securities under an employee incentive scheme if within 3 years before the issue date:
(a) in the case of a scheme established before the entity was listed – a summary of the terms of the scheme and the maximum number of equity securities proposed to be issued under the scheme were set out in the prospectus, PDS or information memorandum lodged with ASX under rule 1.1 condition 3; or
(b) the holders of the entity’s ordinary securities have approved the issue of equity securities under the scheme as an exception to this rule. The notice of meeting must have included:
- a summary of the terms of the scheme.
- the number of securities issued under the scheme since the entity was listed or the date of the last approval under this rule;
- the maximum number of +equity securities proposed to be issued under the scheme following the approval; and
- a voting exclusion statement.

Exception 13 is only available if and to the extent that the number of +equity securities issued under the scheme does not exceed the maximum number set out in the entity’s prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

Exception 13 ceases to be available if there is a material change to the terms of the scheme from those set out in the entity’s prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

See chapter 19 for defined terms 31 January 2020

Page 12

This appendix isnot available as an online form Please fill in and submit as a PDF announcement	This appendix isnot available as an online form Please fill in and submit as a PDF announcement	Appendix 3G Notification of issue, conversion or payment up of equity +securities	Appendix 3G Notification of issue, conversion or payment up of equity +securities
6.2b.1	How many +securities are being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1? Answer this question if the response to Q6.1 is “No”,* the response to Q6.2 is “No” and the response to Q6.2b is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure B to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1 to issue that number of securities.	10,500,000 Unquoted Options (To be ratified at the upcoming AGM on 21 December 2020)
6.2c	Are any of the +securities being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A (if applicable)? Answer this question if the response to Q6.1 is “No”* and the response to Q6.2 is “No”.	~~Yes,~~No	~~or n/a~~
6.2c.1	How many +securities are being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A? Answer this question if the response to Q6.1 is “No”,* the response to Q6.2 is “No” and the response to Q6.2c is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure C to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1A to issue that number of securities.	N/A

Introduced 01/12/19; amended 31/01/20

See chapter 19 for defined terms 31 January 2020

Page 13

Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

ANNEXURE E

TERMS OF OPTIONS ISSUED TO EVOLUTION CAPITAL ADVISORS PTY LTD (AND/OR NOMINEE(S))

The terms of the options that were issued to Evolution Capital Advisors Pty Ltd (and/or its nominee(s)) which are sought to be ratified under Resolution 6B of the Notice are set out below:

(a) Entitlement
(i) Each Option entitles an Optionholder to subscribe for, and be allotted, one ordinary Share in the capital of the Company.
(ii) Shares issued on the exercise of Options will rank equally with all existing Shares on issue, as at the exercise date, and will be subject to the provisions of the Constitution of the Company and any escrow restrictions imposed on them by the ASX.
(b) Issue Price

Nil.

(c) Exercise of Option
(i) The Options are exercisable at any time prior to the second anniversary of the issue date.
(ii) The final date and time for exercise of the Options is 5:00pm (Melbourne time) on 02 December 2022. If such date falls on a day that is not a Business Day, the final date will be the next Business Day.
(iii) The exercise price per option is $0.30 (30 cents).
(iv) Each Option is exercisable by the Optionholder signing and delivering a notice of exercise of Option together with the exercise price in full for each Share to be issued upon exercise of each Option to the Company’s share registry. Unless a holder is exercising all of their Options, Options must be exercised in parcels of not less than 500,000.
(v) The Options cannot be exercised if, as a result of the exercise, the Optionholder or any of its associates would breach the provisions of Chapter 6 (and specifically section 606) of the Corporations Act.
(vi) All Options will lapse on the earlier of the: (A) receipt by the Company of notice from the Optionholder that the Optionholder has elected to surrender the Option; and
(B) expiry of the final date and time for exercise of the Option.
(vii) In the event of liquidation of the Company, all unexercised Options will lapse.
(d) Quotation
(i) The Options will be unlisted and the Company will not apply for quotation of Options.
(ii) If the Shares of the Company are quoted on the ASX, the Company will apply to the ASX for, and will use its best endeavours to obtain, quotation of all Shares issued on the exercise of any Options within 10 Business Days (as defined in the Listing Rules) of issue. The Company gives no assurance that such quotation will be granted.
(e) Participation in a Reorganisation of Capital
(i) In the event of any reconstruction or reorganisation (including consolidation, sub-division, reduction or return of the capital of the Company), the rights of an Optionholder will be changed in accordance with the Listing Rules of the ASX applying to a restructure or reorganisation of the capital at the time of that restructure or reorganisation, provided always that the changes to the terms of the Options do not result in any benefit being conferred on the Optionholder which is not conferred on shareholders of the Company.
(ii) In any reorganisation as referred to in paragraph (e)(i), Options will be treated in the following manner:
- (A) in the event of a consolidation of the share capital of the Company, the number of Options will be consolidated in the same ratio as the ordinary share capital of the Company and the exercise price will be amended in inverse proportion to that ratio;
- (B) in the event of a subdivision of the share capital of the Company, the number of Options will be subdivided in the same ratio as the ordinary share capital of the Company and the exercise price will be amended in inverse proportion to that ratio;
See chapter 19 for defined terms 31 January 2020

Page 14

Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

(C) in the event of a return of the share capital of the Company, the number of Options will remain the same and the exercise price will be reduced by the same amount as the amount returned in relation to each ordinary share;
(D) in the event of a reduction of the share capital of the Company by a cancellation of paid up capital that is lost or not represented by available assets where no securities are cancelled the number of Options and the exercise price of each Option will remain unaltered;
(E) in the event of a pro-rata cancellation of shares in the Company, the number of Options will be reduced in the same ratio as the ordinary share capital of the Company and the exercise price of each Option will be amended in inverse proportion to that ratio; and
(F) in the event of any other reorganisation of the issued capital of the Company, the number of Options or the exercise price or both will be reorganised (as appropriate) in a manner which will not result in any benefits being conferred on the Optionholder which are not conferred on shareholders.

Adjustments to Options and Exercise Price

(i) Adjustments to the number of Shares over which Options exist and/or the exercise price may be made as described in paragraph (f)(ii) to take account of changes to the capital structure of the Company by way of pro-rata bonus and cash issues.
(ii) The method of adjustment for the purpose of paragraph (f)(i) shall be in accordance with the Listing Rules of the ASX from time to time, which, under Listing Rules 6.22.2 and 6.22.3, currently provide:
(A) Pro Rata Cash Issues

Where a pro-rata issue is made (except a bonus issue) to the holders of underlying securities, the exercise price of an Option may (at the discretion of the Board) be reduced according to the following formula:

O = O E[P-(S+D)]

N + 1

where:

O = the new exercise price of the

O = the old exercise price of the Option.

E =the number of underlying securities into which one Option is Exercisable.
P = the average market price per security (weighted by reference to volume) of the underlying securities during the 5 trading days ending on the day before the ex rights date or ex entitlements date.
S = the subscription price for a security under the pro-rata issue.
D = the dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro-rata issue).
N = the number of securities with rights or entitlements that must be held to receive a right to one new security.

(g) ASX requirements

Whilst the Company is admitted to the Official List of ASX, these Option Terms may be varied as required to comply with the requirements of ASX and the ASX Listing Rules.

See chapter 19 for defined terms 31 January 2020

Page 15

AI assistant

Nova Minerals Ltd Capital/Financing Update 2020

34115_rns_2020-12-01_ac502122-87bc-45c1-ab7f-99eb5983ab3e.pdf

02 December 2020

Cleansing Statement Notice Pursuant to Section 708A(5)(e) of the Corporations Act

Ian Pamensky Company Secretary

Appendix 2A

Application for quotation of +securities

Part 1 – Entity and announcement details

Part 2 – Type of issue

Part 3A – number and type of +securities to be quoted (existing class or new class) where issue has previously been notified to ASX in an Appendix 3B

Part 3B – number and type of +securities to be quoted (existing class) where issue has not previously been notified to ASX in an Appendix 3B

Part 3C – number and type of +securities to be quoted (new class) where issue has not previously been notified to ASX in an Appendix 3B

Part 4 – Issue details

Part 5 – Issued capital following quotation

Part 6 – Other Listing Rule requirements

Appendix 3G

Notification of issue, conversion or payment up of equity +securities

Part 1 – Entity and announcement details

Part 2 – Type of issue

Part 3A – number and type of +securities being issued (existing class)

Part 3B – number and type of +securities being issued (new class)

Part 4 – Issue details

Part 5 – Unquoted +securities on issue

Part 6 – Other Listing Rule requirements

TERMS OF OPTIONS ISSUED TO EVOLUTION CAPITAL ADVISORS PTY LTD (AND/OR NOMINEE(S))

Adjustments to Options and Exercise Price

(g) ASX requirements

AI assistant

Nova Minerals Ltd — Capital/Financing Update 2020

34115_rns_2020-12-01_ac502122-87bc-45c1-ab7f-99eb5983ab3e.pdf

02 December 2020

Cleansing Statement Notice Pursuant to Section 708A(5)(e) of the Corporations Act

Ian Pamensky Company Secretary

Appendix 2A

Application for quotation of +securities

Part 1 – Entity and announcement details

Part 2 – Type of issue

Part 3A – number and type of +securities to be quoted (existing class or new class) where issue has previously been notified to ASX in an Appendix 3B

Part 3B – number and type of +securities to be quoted (existing class) where issue has not previously been notified to ASX in an Appendix 3B

Part 3C – number and type of +securities to be quoted (new class) where issue has not previously been notified to ASX in an Appendix 3B

Part 4 – Issue details

Part 5 – Issued capital following quotation

Part 6 – Other Listing Rule requirements

Appendix 3G

Notification of issue, conversion or payment up of equity +securities

Part 1 – Entity and announcement details

Part 2 – Type of issue

Part 3A – number and type of +securities being issued (existing class)

Part 3B – number and type of +securities being issued (new class)

Part 4 – Issue details

Part 5 – Unquoted +securities on issue

Part 6 – Other Listing Rule requirements

TERMS OF OPTIONS ISSUED TO EVOLUTION CAPITAL ADVISORS PTY LTD (AND/OR NOMINEE(S))

Adjustments to Options and Exercise Price

(g) ASX requirements

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Nova Minerals Ltd Capital/Financing Update 2020