Nova Minerals Ltd — Capital/Financing Update 2024

Sep 23, 2024

Appendix 3B - Proposed issue of securities

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Update Summary

Entity name

NOVA MINERALS LIMITED

Announcement Type

Update to previous announcement

Date of this announcement

24/9/2024

Reason for update to a previous announcement

The final ADS Warrant Ex Price of USD7.50 is now known (1:60 - USD0.125). Refer to the ASX Announcement dated 24 September 2024.

Refer to next page for full details of the announcement

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of 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 ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

Registration Number

ACN 006690348

1.3 ASX issuer code

NVA

1.4 The announcement is

Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

The final ADS Warrant Ex Price of USD7.50 is now known (1:60 - USD0.125). Refer to the ASX Announcement dated 24 September 2024.

1.4b Date of previous announcement to this update

20/9/2024

1.5 Date of this announcement

24/9/2024

1.6 The Proposed issue is:

A placement or other type of issue

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Appendix 3B - Proposed issue of securities

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes 7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 14/11/2024 Estimated No

Comments

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Unquoted Underwriter warrants exercisable for Nasdaq listed American Depositary Shares (ADSs) +Security type Options

Number of +securities proposed to be issued

1,419,000

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Appendix 3B - Proposed issue of securities

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Offer price details

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----- Start of picture text ----- Are the +securities proposed to be issued being issued for a cash consideration?NoPlease describe the consideration being provided for the +securitiesUnderwriter Options (Warrants)Please provide an estimate of the AUD equivalent of the consideration beingprovided for the +securities131,933.000000Will all the +securities issued in this class rank equally in all respects fromtheir issue date?YesOptions details+Security currency Exercise price Expiry dateUSD - US Dollar USD 9.7950 25/3/2029Details of the type of +security that will be issued if the option is exercisedNVA : ORDINARY FULLY PAIDNumber of securities that will be issued if the option is exercised1419000Please provide a URL link for a document lodged with ASX setting out the material terms of the +securitiesproposed to be issued or provide the information by separate announcement.https://www.asx.com.au/asx/statistics/displayAnnouncement.do?display=pdf&idsId=02856080As stated in the Registration Statement (Form F-1) filed with the SEC at www.sec.govTo view the filing, navigate to https://www.sec.gov/edgar/searchedgar/companysearch.html and type in the ticker "Nova"in the 'Company and Person Lookup' search bar.https://www.sec.gov/ix?doc=/Archives/edgar/data/1852551/000149315224037137/formf-1.htm----- End of picture text -----

Part 7C - Timetable

7C.1 Proposed +issue date

25/9/2024

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1

14/11/2024

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Appendix 3B - Proposed issue of securities

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7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue?

No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue?

Yes

7E.1a Who is the lead manager/broker?

ThinEquity LLC and/ or representatives - This is for the US Offering

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

The Company will pay ThinkEquity an underwriting discount or spread of 7.0% of the public offering price. ThinkEquity will also be entitled to a non-accountable expense allowance equal to 1% of the public offering price.

7E.2 Is the proposed issue to be underwritten?

No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

NOTE - Exercise Price will be 150% of the issue price of shares issued under the Offering (assumed US$5.00*150% = US$7.50 for Appendix 3B - 1:60 US$0.125)

The Form F-1 filed with the SEC proposes that an Underwriting Agreement be signed. This is to be confirmed.

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Refer to the ASX Announcements on 20 September 2024 and 24 September 2024

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

Underwriter warrants (Options) - The exercise price per warrant in the USA is 150% of the Offering (ADS-to-ordinary-share ratio of 1 to 60).

It is proposed that the Offering will be underwritten. Details to be confirmed - refer to Form F-1 lodged with the SEC - https ://www.sec.gov/ix?doc=/Archives/edgar/data/1852551/000149315224037137/formf-1.htm

Appendix 3B - Proposed issue of securities

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