Nova Minerals Ltd — Capital/Financing Update 2024

Sep 19, 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

20/9/2024

Reason for update to a previous announcement

Nebari Convertible Note Variation - Extend the facility for an additional 12 months and amend the conversion price from AUD0.53 to AUD0.25, subject to shareholder approval. Refer to ASX Announcement - 20 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

ABN 84006690348

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

Nebari Convertible Note Variation - Extend the facility for an additional 12 months and amend the conversion price from AUD0.53 to AUD0.25, subject to shareholder approval. Refer to ASX Announcement - 20 September 2024

1.4b Date of previous announcement to this update

7/3/2024

1.5 Date of this announcement

20/9/2024

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

The variation of the Nebari loan conversion facility requires the Company to seek shareholder approval for the issue of the conversion shares at the new conversion price.

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

NVA : ORDINARY FULLY PAID

Number of +securities proposed to be issued

31,881,282

Reason for the update of 'Number of +securities proposed to be issued'

Under the terms of the variation agreement, Nova will reduce the conversion price under the Nebari Loan facility to A$0.25 per ordinary share (ASX: NVA)

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

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Appendix 3B - Proposed issue of securities

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Please describe the consideration being provided for the +securities

Under the terms of the variation agreement, Nova will reduce the conversion price under the Nebari Loan facility to A$0.25 per ordinary share (ASX: NVA) - Refer ASX Announcement - https://www.asx.com.au/asx/statistics/displayAnnouncement .do?display=pdf&idsId=02856085

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 7,970,320.000000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 7C - Timetable

7C.1 Proposed +issue date

27/11/2026

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? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? No

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

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? No 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

Under the terms of the Nebari variation agreement, Nova will reduce the conversion price under the facility to A$0.25.

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Appendix 3B - Proposed issue of securities

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Part 7F - Further Information

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

Extension of Nebari Loan facility under the variation agreement - Nova will reduce the conversion price under the facility to A$0.25 and extend the facility by an additional 12 months

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

Refer ASX Announcement - 20 September 2024 - https://www.asx.com.au/asx/statistics/displayAnnouncement.do?displa y=pdf&idsId=02856085

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

Appendix 3B - Proposed issue of securities

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