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Nova Minerals Ltd — Major Shareholding Notification 2024
Sep 26, 2024
34115_rns_2024-09-26_1236dbac-76f5-4530-93a9-26464ac955b0.pdf
Major Shareholding Notification
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604 Page 1 of 2 15 July 2001
Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
To Company Name/Scheme Nova Minerals Limited ACN/ARSN 006 690 348
1. Details of substantial holder (1)
The Bank of New York Mellon Corporation (BNYMC) and each Group Name Entity listed in Annexure A (Group Entity),(together BNYMC Group)
ACN/ARSN (if applicable)
There was a change in the interests of the substantial holder on
substantial holder on 25 / September / 2024 The previous notice was given to the company on 13 / September / 2024 The previous notice was dated 12 / September / 2024
2. Previous and present voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:
| mpany or scheme, are as follows: | ||||
|---|---|---|---|---|
| Class of securities (4) | Previous notice | Present notice | ||
| Person’s votes | Voting power(5) | Person’s votes | Voting power(5) | |
Ordinary shares |
21,750,373 |
8.93% |
47,513,713* |
17.47%* |
*See Note 1in AnnexureC |
3. Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
| follows: | |||||
|---|---|---|---|---|---|
Date ofchangeSeeAnnexureB |
Person whoserelevant interestchanged | Nature of change (6) | Consideration given inrelation to change (7) | Class and numberof securitiesaffected | Person's votesaffected |
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
Holder ofrelevantinterestSeeAnnexureC |
Registered holderof securities | Person entitled to beregistered as holder(8) | Nature of relevantinterest (6) | Class and numberof securities | Person's votes |
|---|---|---|---|---|---|
604 Page 2 of 2 15 July 2001
5. Changes in association
The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:
| Name and ACN/ARSN (if applicable) | Nature of association |
|---|---|
BNYMC and each GroupEntity |
Each Group Entity is an associate of BNYMC pursuant tosection 12(2)(a) of the Corporations Act 2001 (Cth) as eachentity is directly or indirectly owned and controlled byBNYMC. |
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
The Bank of New YorkMellon Corporation |
240 Greenwich Street, New York, NY 10286 USA |
Each Group Entity |
240 Greenwich Street, New York, NY 10286 USA |
Signature
| re | |
|---|---|
| print namesign here | Kevin LockhartcapacityAttorney-In-Fact |
date26/September/2024 |
Annexure A
This is Annexure A of 1 page referred to in Form 604 Notice of Change of Interests of Substantial Holder given by The Bank of New York Mellon Corporation and its related bodies corporate
The Bank of New York Mellon Corporation is the ultimate parent company of a corporate group comprised of a large number of operating and holding companies. Details of the entities directly owned and controlled by The Bank of New York Mellon Corporation are listed below.
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The Bank of New York Mellon
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Pershing Group LLC
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Pershing LLC
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----- Start of picture text ----- print name Kevin Lockhart capacity_ Attorney-In-Factsign here date 26/September/2024__----- End of picture text -----
Annexure B
This is Annexure B of 1 page referred to in Form 604 Notice of Change of Interests of Substantial Holder given by The Bank of New York Mellon Corporation and its related bodies corporate
Changes in relevant interests
| Date of change | Person whose relevant interestchanged | Nature of Change | Consideration givenin relation to change | Class and number of securitiesaffected(Ordinary Shares) | Person's votesaffected |
|---|---|---|---|---|---|
| 13-Sep-2024 | The Bank of New York Mellon | Transfer out of securities | N/A | (18,300) | (18,300) |
| 16-Sep-2024 | The Bank of New York Mellon | Transfer out of securities | N/A | (319,800) | (319,800) |
| 17-Sep-2024 | The Bank of New York Mellon | Deposit of securities | N/A | 347,760 | 347,760 |
| 17-Sep-2024 | The Bank of New York Mellon | Transfer out of securities | N/A | (32,760) | (32,760) |
| 19-Sep-2024 | The Bank of New York Mellon | Transfer out of securities | N/A | (432,000) | (432,000) |
| 23-Sep-2024 | The Bank of New York Mellon | Deposit of securities | N/A | 99,960 | 99,960 |
| 24-Sep-2024 | The Bank of New York Mellon | Transfer out of securities | N/A | (533,340) | (533,340) |
| 25-Sep-2024 | The Bank of New York Mellon | Deposit of securities | N/A | 28,380,000 | 28,380,000 |
| 25-Sep-2024 | The Bank of New York Mellon | Transfer out of securities | N/A | (1,728,180) | (1,728,180) |
Print Name - Kevin Lockhart Capacity - Attorney - In - Fact Sign Here Date - 26 September 2024
Annexure C
This is Annexure C of 2 pages referred to in Form 604 Notice of Change of Interests of Substantial Holder given by The Bank of New York Mellon Corporation and its related bodies corporate
Present relevant interests
| Holder of relevant interest | Nature of relevant interest | Class and number of securities |
|---|---|---|
| The Bank of New York | Remote Interest Held Under Deposit Agreement | 47,513,700 |
| Mellon (BNYM) | ordinary shares | |
| Relevant interest under section 608(1)(c) of the | ||
| Corporations Act 2001 (Cth) arising from BNYM | ||
| having the limited power to dispose of, or control the | ||
| exercise of a power to dispose of, securities | ||
| deposited with or held by BNYM (or its custodian or | ||
| agent) in its capacity as depositary administering an | ||
| ADR programNova Minerals Limited(Company) | ||
| under the Deposit Agreement datedJuly 23, 2024 | ||
| between the Company, holders of American | ||
| depositary receipts (ADRs) and BNYM (Deposit | ||
| Agreement). | ||
| [*See Note 1 below]. | ||
| BNYMC Group (other than | Relevant interest under section 608(3)(a) and/or | 47,513,700 |
| BNYM) | section 608(3)(b) of the Corporations Act 2001 (Cth) | ordinary shares |
| being a relevant interest held through a body | ||
| corporate (namely BNYM) in which the voting power | ||
| of each other entity in the BNYMC Group is above | ||
| 20%, or that each other entity in the BNYMC Group | ||
| controls. | ||
| [*See Note 1 and Note 2 below] | ||
| Pershing LLC | Relevant interest under sections 608(1) of the | 13ordinary shares |
| Corporations Act 2001 (Cth) arising from Pershing | ||
| LLC being the registered owner of the securities. | ||
| BNYMC Group (other than | Relevant interest under section 608(3)(a) and/or | 13ordinary shares |
| Pershing LLC) | section 608(3)(b) of the Corporations Act 2001 (Cth) | |
| being a relevant interest held through a body | ||
| corporate (namely Pershing LLC) in which the voting | ||
| power of each other entity in the BNYMC Group is | ||
| above 20%, or that each other entity in the BNYMC | ||
| Group controls. | ||
| [*See Note 2 below] |
NOTES :
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Note 1 : Of the total of 47,513,713 securities in which the BNYMC Group has a relevant interest, BNYM has a relevant interest in 47,513,700 securities as depositary for Nova Minerals Limited ADR program administered under the Deposit Agreement. BNYM's relevant interest in these securities arises as a result of the Deposit Agreement containing rights for BNYM to dispose of securities held under the ADR program in limited circumstances. Under the Deposit Agreement, ADR holders retain their rights to dispose of those securities and to give voting instructions for the exercise of voting rights attached to the securities. BNYMC Group's power to vote or dispose of these securities is qualified accordingly.
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Note 2 : Each Group Entity is a direct or indirect wholly owned subsidiary of BNYMC, the ultimate parent company. Other than BNYM in respect of 47,513,700 securities (of which BNYM's power to only dispose of 47,513,700 securities is limited – see Note 1), and Pershing LLC in respect of 13 securities, none of the BNYMC Group entities are entitled to be registered as holder of the securities and their power to vote or dispose of the securities is qualified accordingly.
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