Nova Minerals Ltd — Capital/Financing Update 2024

Apr 15, 2024

16 April 2024

ASX RELEASE

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Nova Public Filing of Registration Statement for Proposed Public Offering and US Listing

Nova Minerals Limited ( Nova or Company ) (ASX:NVA FSE:QM3) today announced that it has publicly filed a registration statement on Form F-1 with the U.S. Securities and Exchange Commission ( SEC ) relating to the proposed public offering of American depositary shares ( ADS ) representing its ordinary shares. The ADSs will be listed on a national securities exchange concurrent with the offering. The number of ADSs to be offered and the price range for the proposed offering have yet to be determined.

ThinkEquity is acting as the sole book-running manager for the proposed offering.

The Company will maintain its existing listing of ordinary shares on the Australian Securities Exchange ( ASX ) under the symbol “NVA”.

Nova’s proposed offering US listing is anticipated to be completed by the end of June 2024, subject to market conditions, market listing approval and satisfaction of US regulatory requirements.

The proposed offering will be made only by means of a prospectus. Copies of the preliminary prospectus relating to this offering, when available, may be obtained by visiting EDGAR on the SEC's website at www.sec.gov. Alternatively, copies of the preliminary prospectus, when available, may be obtained from ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004.

A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended. The offering is subject to market and other conditions and the completion of the SEC’s review process.

This announcement has been authorized for release by the Company’s Executive Directors.

Christopher Gerteisen Craig Bentley CEO and Executive Director Director of Finance & Compliance E: info@novaminerals.com.au Finance & Investor Relations E: craig@novaminerals.com.au M: +61 414 714 196

Corporate Suite 5, 242 Hawthorn Road, Caulfield, Victoria, 3161, Australia Phone +61 2 9537 1238

Main Operations Whiskey Bravo Airstrip Matanuska-Susitna Borough, Alaska, USA 1150 S Colony Way Suite 3-440, Palmer, AK 99645

ASX: NVA | OTC: NVAAF | FSE: QM3 www.novaminerals.com.au Email info@novaminerals.com.au

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ACN 006 690 348

Forward-looking Statements and Disclaimers

This news release contains “forward-looking information” within the meaning of applicable securities laws. Generally, any statements that are not historical facts may contain forward-looking information, and forward looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget” “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or indicates that certain actions, events or results “may”, “could”, “would”, “might” or “will be” taken, “occur” or “be achieved.” Forward-looking information is based on certain factors and assumptions management believes to be reasonable at the time such statements are made, including but not limited to, continued exploration activities, Gold and other metal prices, the estimation of initial and sustaining capital requirements, the estimation of labor costs, the estimation of mineral reserves and resources, assumptions with respect to currency fluctuations, the timing and amount of future exploration and development expenditures, receipt of required regulatory approvals, the availability of necessary financing for the Project, permitting and such other assumptions and factors as set out herein. apparent inconsistencies in the figures shown in the MRE are due to rounding

Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: risks related to changes in Gold prices; sources and cost of power and water for the Project; the estimation of initial capital requirements; the lack of historical operations; the estimation of labor costs; general global markets and economic conditions; risks associated with exploration of mineral deposits; the estimation of initial targeted mineral resource tonnage and grade for the Project; risks associated with uninsurable risks arising during the course of exploration; risks associated with currency fluctuations; environmental risks; competition faced in securing experienced personnel; access to adequate infrastructure to support exploration activities; risks associated with changes in the mining regulatory regime governing the Company and the Project; completion of the environmental assessment process; risks related to regulatory and permitting delays; risks related to potential conflicts of interest; the reliance on key personnel; financing, capitalization and liquidity risks including the risk that the financing necessary to fund continued exploration and development activities at the Project may not be available on satisfactory terms, or at all; the risk of potential dilution through the issuance of additional common shares of the Company; the risk of litigation.

Although the Company has attempted to identify important factors that cause results not to be as anticipated, estimated or intended, there can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forwardlooking information. Forward looking information is made as of the date of this announcement and the Company does not undertake to update or revise any forward-looking information this is included herein, except in accordance with applicable securities laws.

Nova Minerals Ltd | ASX Announcement

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