Nova Minerals Ltd — Capital/Financing Update 2024

Dec 11, 2024

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

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Announcement Summary

Entity name

NOVA MINERALS LIMITED

Date of this announcement

Thursday December 12, 2024

The +securities the subject of this notification are:

+Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B that are not quoted, and are not intended to be quoted, on ASX

Total number of +securities to be issued/transferred

		Total number of
ASX +security		+securities to be
code	Security description	issued/transferred	Issue date
New class - code	Convertible Loan Note	1	11/12/2024
to be confirmed

Refer to next page for full details of the announcement

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

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

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Part 1 - Entity and announcement details

1.1 Name of entity

NOVA MINERALS LIMITED

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type Registration number ABN 84006690348

1.3 ASX issuer code

NVA

1.4 The announcement is

New announcement

1.5 Date of this announcement

12/12/2024

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

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Part 2 - Issue details

2.1 The +securities the subject of this notification are:

+Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B that are not quoted, and are not intended to be quoted, on ASX

Previous Appendix 3B details:

Announcement Date and	Announcement Title	Selected Appendix 3B to submit quotation
Time		request
12-Dec-2024 12:03	New - Proposed issue of securities -	A placement or other type of issue
	NVA

2.3a.2 Are there any further issues of +securities yet to take place to complete the transaction(s) referred to in the Appendix 3B?

No

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

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Part 3A - number and type of +securities the subject of this notification (existing class or new class) where issue has previously been notified to ASX in an Appendix 3B

Placement Details

ASX +security code and description

new unquoted class of security

Date the +securities the subject of this notification were issued

11/12/2024

Any other information the entity wishes to provide about the +securities the subject of this notification Issue of Convertible Loan Note to Nebari (Note) approved at AGM on 14 November 2024

Issue details

Number of +securities

1 Were the +securities issued for a cash consideration? No

Please describe the consideration being provided for the +securities

US$5,000,000 Loan Facility inc cap int US$5,420,933.7 (A$8,408459.36). Loan rec in Nov 2022 pursuant to Nebari facility. No further funds to be received by Nova in connection with issue of the Note.

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

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Part 3C - number and type of +securities the subject of this notification (new class)

ASX +security code +Security description New class - code to be confirmed Convertible Loan Note +Security type ISIN code +Convertible debt securities

Date the +securities the subject of this notification were issued

11/12/2024

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1? No

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued. Changes announced on 20 September 2024 -https://announcements.asx.com.au/asxpdf/20240920/pdf/06835tpcn6lmmm. pdf

The Note is the mechanism to provide for the issue of securities under the Nebari loan facility. Refer to pages 24 to 27 of the notice of 2024 AGM released to ASX on 14 October 2024 - https://www.asx.com.au/asx/v2/statistics/displayAnnounce ment.do?display=pdf&idsId=02867371

The Note is the mechanism for the issue of securities (shares and options) under the Nebari loan facility, if any. Refer to pages 24 to 27 of the notice of 2024 AGM released to ASX on 14 October 2024 for the method by which the number and type of securities will be calculated, which is dependent upon the conversion event in respect of the Nebari loan facility. The only securities to be issued on conversion of the Note will be the securities issuable on repayment of the Nebari loan facility (if any) under the agreement between Nova and Nebari.

+Convertible debt securities Details

Type of +security

Convertible note or bond

+Security currency

AUD - Australian Dollar

Face value AUD 8,408,459.36000000

Interest rate type

Zero coupon/no interest

Frequency of coupon/interest payments per year

No coupon/interest payments

s128F of the Income Tax Assessment Act status applicable to the +security

Not applicable

Is the +security perpetual (i.e. no maturity)? No

Maturity date

29/11/2026

Select other feature(s) applicable to the +security None of the above

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

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Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)? No

Details of the existing class of +security that will be issued if the securities are converted, transformed or exchanged

NVA : ORDINARY FULLY PAID

Any other information the entity wishes to provide about the +securities the subject of this notification

The Note is the mechanism for issuance of securities under the Nebari loan facility. Refer to pages 24 to 27 of the notice of the 2024 AGM released to ASX on 14 October 2024 - Refer to https://www.asx.com.au/asx/v2/statistics/displayAnnoun cement.do?display=pdf&idsId=02867371

Issue details

Number of +securities

1

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this notification, the +securities of the entity will comprise:

The figures in parts 4.1 and 4.2 below are automatically generated and may not reflect the entity's current issued capital if other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing.

4.1 Quoted +securities (Total number of each +class of +securities issued and quoted on ASX)

	Total number of
ASX +security code and description	+securities on issue
NVA : ORDINARY FULLY PAID	275,532,453
4.2 Unquoted +securities (Total number of each +class of +securities issued but not quoted on ASX)
	Total number of
ASX +security code and description	+securities on issue
NVAAT : OPTION EXPIRING 30-JUN-2025 EX $1.00	216
NVAAO : OPTION EXPIRING 16-JAN-2026 EX $0.91	1,714,286
NVAAM : PERFORMANCE RIGHTS	2,400,000
NVAAV : WARRANTS	32,190,900
NVAAP : OPTION EXPIRING 30-NOV-2025 EX $1.20	8,250,000
New class - code to be confirmed : Convertible Loan Note	1

4.2 Unquoted +securities (Total number of each +class of +securities issued but not quoted on ASX)

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

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