Nova Minerals Ltd — Capital/Financing Update 2025

Dec 18, 2025

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

19/12/2025

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
NVA	ORDINARY FULLY PAID	40,410,540

Proposed +issue date 19/12/2025

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

ACN

Registration Number

006690348

1.3 ASX issuer code

NVA

1.4 The announcement is

New announcement

1.5 Date of this announcement

19/12/2025

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)? 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

40,410,540

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 0.86010

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

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Appendix 3B - Proposed issue of securities

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Part 7C - Timetable

7C.1 Proposed +issue date

19/12/2025

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? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

40,410,540

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? 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 6.0% of the public offering price. ThinkEquity will also be entitled to a non-accountable expense allowance up to US$100,000

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

Yes

7E.2a Who are the underwriter(s)?

ThinkEquity LLC

7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is underwritten)?

Fully Underwritten

7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)?

(See 7E.1b above).

As additional compensation for ThinkEquity's services, the Company shall issue to ThinkEquity or its designees the Over-Allotment ADS/ Ordinary Shares (the "Underwriter's Shares") to purchase that number of ADSs equal to 15% of the aggregate number of Shares sold in the Offering.

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Appendix 3B - Proposed issue of securities

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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 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

US Legal Fees (at market rates) and Underwriter Fees, as the Issue is proposed to be underwritten.

Part 7F - Further Information

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

Planned exploration and development activities on its Estelle Project, and for general corporate purposes and 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

Refer ASX Announcements - 19 December 2025

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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