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Nova Minerals Ltd — Capital/Financing Update 2025
Jul 14, 2025
34115_rns_2025-07-14_38dfe6c9-40ab-4139-a2c9-74e0b5117d8b.pdf
Capital/Financing Update
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15 July 2025
ASX RELEASE
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Nova Announces Pricing of US$11.1m NASDAQ Offering
Nova Minerals Limited ( Nova or the Company ) ( ASX: NVA, NASDAQ: NVA, NVAWW OTC: NVAAF, FSE: QM3 ) a gold and critical minerals exploration stage company focused on advancing the Estelle Gold and Critical Minerals Project in Alaska, U.S.A., today announced the pricing of an underwritten public offering of 1,200,000 American Depository Shares (“ ADS "), with an ADSto-ordinary-share ratio of 1 to 60, at a price to the public of US$9.25 per ADS, for gross proceeds of approximately US$11,100,000, before deducting underwriting discounts and offering expenses. In addition, Nova has granted the underwriters a 45-day option to purchase up to an additional 120,000 ADSs to cover over-allotments, if any.
The Company intends to use the proceeds for resource and exploration field programs, including additional drilling and exploration, feasibility studies, and general working capital.
The offering is expected to close on July 16, 2025, subject to satisfaction of customary closing conditions.
The shares are to be issued using the Company’s available placement capacity under LR7.1 and LR7.1A. An updated Appendix 3B will be released to the ASX simultaneously with this release.
The 72,000,000 ordinary shares (“ New Shares ”), which are represented by the 1,200,000 ADS (A$16.91m), will be issued using the Company’s existing placement capacity pursuant to ASX Listing Rules 7.1 and 7.1A. Specifically, 47,824,590 New Shares will be issued under the LR7.1 placement capacity and 24,175,410 New Shares will be issued under the LR7.1A placement capacity.
The offering is expected to close on July 16, 2025, subject to satisfaction of customary closing conditions.
ThinkEquity is acting as sole book-running manager for the offering.
Subject to shareholder approval, the Company will issue warrants to the underwriters to subscribe for 60,000 ADS (3,600,000 ordinary shares). This increases the warrants to subscribe for 66,000 ADS (3,960,000 ordinary shares) if the overallotment is exercised in full. Further details are set out in the updated Appendix 3B released to ASX at or about the same time as this release.
A registration statement on Form F-1 (File No. 333-288506) relating to the public offering was filed with the Securities and Exchange Commission (“SEC”) and became effective on July 14 2025. This offering is being made only by means of a prospectus. Copies of the final
Corporate ASX: NVA | OTC: NVAAF | FSE: QM3 Suite 5, 242 Hawthorn Road, www.novaminerals.com.au Caulfield, VICTORIA 3161, Email [email protected] 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
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ACN 006 690 348
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prospectus, when available, may be obtained from ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004. The final prospectus will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov .
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
This announcement has been authorized for release by the Executive Directors.
Christopher Gerteisen Craig Bentley CEO and Executive Director Director of Finance & Compliance E: [email protected] & Investor Relations E: [email protected] M: +61 414 714 196
About Nova Minerals Limited
Nova Minerals Limited is a Gold, Antimony and Critical Minerals exploration and development company focused on advancing the Estelle Project, comprised of 514 km[2] of State of Alaska mining claims, which contains multiple mining complexes across a 35 km long mineralized corridor of over 20 advanced Gold and Antimony prospects, including two already defined multi-million ounce resources, and several drill ready Antimony prospects with massive outcropping stibnite vein systems observed at surface. The 85% owned project is located 150 km northwest of Anchorage, Alaska, USA, in the prolific Tintina Gold Belt, a province which hosts a >220 million ounce (Moz) documented gold endowment and some of the world's largest gold mines and discoveries including, Barrick's Donlin Creek Gold Project and Kinross Gold Corporation's Fort Knox Gold Mine. The belt also hosts significant Antimony deposits and was a historical North American Antimony producer.
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 labour 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.
Nova Minerals Limited | ASX Announcement
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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 labour 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.
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 which is included herein, except in accordance with applicable securities laws.
Nova Minerals Limited | ASX Announcement
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