Nova Minerals Ltd — Capital/Financing Update 2024

Jul 23, 2024

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

NOVA MINERALS LIMITED

Announcement Type

New announcement

Date of this announcement

24/7/2024

The Proposed issue is:

A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Unquoted Underwriter warrants exercisable for Nasdaq listed	1,567,500
confirmed	American Depositary Shares (ADSs)
Proposed +issue date
24/7/2024

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

ABN

Registration Number

84006690348

1.3 ASX issuer code

NVA

1.4 The announcement is

New announcement

1.5 Date of this announcement

24/7/2024

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? No

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)? New class

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

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 Yes 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

1,567,500

Offer price details

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

Please describe the consideration being provided for the +securities

Underwriter Options (Warrants)

Please provide an estimate of the AUD equivalent of the consideration being

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Appendix 3B - Proposed issue of securities

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provided for the +securities

337,012.000000

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

Options details +Security currency Exercise price Expiry date USD - US Dollar USD 10.3650 25/7/2028 Details of the type of +security that will be issued if the option is exercised NVA : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised 1567500 Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. https://www.asx.com.au/asx/statistics/displayAnnouncement.do?display=pdf&idsId=02802880 As stated in the Prospectus filed with the SEC at www.sec.gov To 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.

Part 7C - Timetable

7C.1 Proposed +issue date 24/7/2024

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 31/5/2024

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

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Appendix 3B - Proposed issue of securities

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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 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 7.5% 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? Yes 7E.2a Who are the underwriter(s)? ThinEquity LLC and/ or representatives 7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is underwritten)? 100% of the Issue, excluding the overallotments 7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)? The Underwriter will be given "Underwriter" Warrants 7E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated. (i) Any domestic or international event has materially disrupted general securities markets in the U.S or Australia; (ii) trading on any Trading Market has been suspended or materially limited; (iii) the US or Australia has become involved in a new war or an increase in major hostilities; (iv) a banking moratorium has been declared by a NY State, US, federal or Australian authority; (v) a moratorium on foreign exchange trading has been declared which materially adversely impacts the US or Australian securities markets; (vi) material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act; (vii) the Company is in material breach of any of its representations, warranties or covenants; (viii) a material adverse change in the conditions or prospects of the Company, or general market conditions; or (ix) the ADSs fail to open for trading on the Exchange by the end of regular trading hours on the first trading date following the date hereof. 7E.3 Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed issue? No 7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information

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

Refer to the ASX Announcement on 24 July 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) - Exercise price per warrant in the USA is US$10.365 (ADS-to-ordinary-share ratio of 1 to 60) - AUD$0.2580 in Australia

Appendix 3B - Proposed issue of securities

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