Nova Minerals Ltd — Capital/Financing Update 2025

Jul 7, 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

7/7/2025

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	79,200,000

Proposed +issue date 14/7/2025

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

7/7/2025

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

79,200,000

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 0.31870

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

14/7/2025

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?

47,824,590

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)? Yes 7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

31,375,410

7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate

Access to Capital in the USA.

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 7.0% of the public offering price. The Company will issue Unquoted Underwrite Warrants (Options) equal to 5% of the number of ADSs to be issued. The Warrants will be exercisable at 150% of the issue price of the US Offering. (A separate Appendix 3B has been lodged for the Unquoted Underwriter warrants.)

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

No

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Appendix 3B - Proposed issue of securities

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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. (Details to be confirmed)

Part 7F - Further Information

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

The Company intends to use the net proceeds of the Offering for resource and exploration field programs, including additional 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 registration statement on the Nasdaq Capital Market, refer to the announcement released on the ASX platform on 7 July 2025.

Final pricing for the Offering is to be confirmed.

Shares to be issued to Directors will be issued subject to Shareholder Approval.

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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