Nova Minerals Ltd — Capital/Financing Update 2024

Jul 23, 2024

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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 warrants exercisable for Nasdaq listed American	31,350,000
confirmed	Depositary Shares (ADSs)
NVA	ORDINARY FULLY PAID	31,350,000

Proposed +issue date

24/7/2024

Refer to next page for full details of the announcement

Appendix 3B - Proposed issue of securities

1 / 6

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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

Appendix 3B - Proposed issue of securities

2 / 6

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? Yes

Details of +securities proposed to be issued

ASX +security code and description

NVA : ORDINARY FULLY PAID

Number of +securities proposed to be issued

31,350,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.17200

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

Attaching +Security

Is the proposed attaching 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

Appendix 3B - Proposed issue of securities

3 / 6

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +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 ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Unquoted warrants exercisable for Nasdaq listed American Depositary Shares (ADSs) +Security type Options Number of +securities proposed to be issued 31,350,000 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? Yes In what currency is the cash consideration being paid? What is the issue price per +security? AUD - Australian Dollar AUD 0.18060 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency AUD - Australian Dollar Exercise price Expiry date AUD 0.1806 25/7/2029 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 31350000 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. Refer to ASX Announcement on 24 July 2024 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.

Appendix 3B - Proposed issue of securities

4 / 6

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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

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? ThinkEquity LLC 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)? ThinkEquity LLC, is the representative for the several underwriters of this offering, or the representative. 7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is underwritten)? See 7E.2c below - Fully Underwritten 7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)? ThinkEquity will also be entitled to a non-accountable expense allowance equal to 1% of the public offering price. (See 7E.1b above). As additional compensation for ThinkEquity's services, the Company shall issue to ThinkEquity or its designees the Closing warrants (the "Underwriter's Warrants") to purchase that number of ADSs equal to 5% of the aggregate number of Shares sold in the Offering. 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 US or Australia; (ii) trading on any Trading Market has been suspended or materially limited; (iii) the US or Australia has become involved in a

Appendix 3B - Proposed issue of securities

5 / 6

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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

Nova plans to use the net proceeds of this offering for resource and exploration field programs, including drilling and exploration, feasibility studies, and general working capital.

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

For further details regarding the company's initial public offering on the Nasdaq Capital Market, refer to the announcement released on the ASX platform on 24 July 2024.

Attaching options (warrants) to be issued using the Company's Listing Rule 7.1 Capacity. Warrants to be exercised at US$7.266 (1:60) - Equivalent to AUD$0.1806. Unquoted warrants exercisable for Nasdaq listed American Depositary Shares (ADSs).

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

6 / 6