Nova Minerals Ltd — Major Shareholding Notification 2025

Jan 15, 2025

Docusign Envelope ID: E80B3794-E72E-4AFB-9436-3DBFD706F3C6

Form 603 Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme Nova Minerals Limited ACN/ARSN ACN 006 690 348

1. Details of substantial holder (1)

Nebari Gold Fund 1, LP, [Nebari Partners GP II LLC (being the General Partner of Nebari Gold Fund 1, LP), and Nebari Name Partners, LLC (being the investment manager of Nebari Gold Fund I, LP)

(the foregoing persons collectively being the Substantial Holders )

ACN/ARSN (if applicable) N/A The holder became a substantial holder on

13 January 2025

2. Details of 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 on the date the substantial holder became a substantial holder are as follows:

Class of securities(4)	Number of securities	Person’s votes(5)	Voting power(6)
Fully paid ordinary shares (Shares)	38,205,938	38,205,938	11.866%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

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Holder of relevant interest Nature of relevant interest (7) Class and number of securities
Relevant interest arises under section
608(1)(a) of the Corporations Act 2001 (Cth)
Nebari Gold Fund 1, LP 38,205,938 Shares
( Corporations Act ) as the registered holder
of the Shares
Relevant interest arises under sections
608(1)(b) and 608(1)(c) of the Corporations
Act by virtue of Nebari Partners GP II LLC
being General Partner of Nebari Gold Fund
Nebari Partners GP II LLC 1, LP and, in that capacity, having power to 38,205,938 Shares
exercise (or control the exercise of) rights to
vote the Shares and power to dispose of (or
control the exercise of a power to dispose of)
the Shares.
Relevant interest arises under sections
608(1)(b) and 608(1)(c) of the Corporations
Act by virtue of[Nebari Partners, LLC being
the investment manager of Nebari Gold
Nebari Partners, LLC Fund 1, LP and, in that capacity, having 38,205,938 Shares
power to exercise (or control the exercise of)
rights to vote the Shares and power to
dispose of (or control the exercise of a power
to dispose of) the Shares.
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Docusign Envelope ID: E80B3794-E72E-4AFB-9436-3DBFD706F3C6

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

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Holder of relevant Registered holder of Person entitled to be Class and number
interest securities registered as holder (8) of securities
Each Substantial Holder Nebari Gold Fund 1, LP Nebari Gold Fund 1, LP 38,205,938 Shares
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5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

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Holder of relevant Class and number
interest Date of acquisition Consideration (9) of securities
13 January 2025 by way of $8,751,911.12 (being the
conversion of debt into newly Australian dollar
Nebari Gold Fund 1, LP issued Shares (a copy of the equivalent of 35,007,644 Shares
notice of conversion is US$5,435,216.20 of the
attached as Annexure A) Subscription Amount)
Each other Substantial 13 January 2025 – acquisition N/A – acquisition of
35,007,644 Shares
Holder of deemed relevant interest deemed relevant interest
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6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holders are as follows:

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Name and ACN/ARSN (if applicable) Nature of association
N/A
Name Address
Each Substantial Holder c/o Nebari Partners, LLC of 667 Madison Avenue, 5th Floor, New York NY 10065
USA
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7. Addresses

The addresses of persons named in this form are as follows:

Docusign Envelope ID: E80B3794-E72E-4AFB-9436-3DBFD706F3C6

Signature

Signed on behalf of the Substantial Holders
print name capacity Authorised signatory Roderik van Losenoord
sign here date 1/15/2025
er of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar,
ed to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members
paragraph 7 of the form.
f "associate" in section 9 of the Corporations Act 2001.
f "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
of a company constitute one class unless divided into separate classes.
f votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a
divided by the total votes in the body corporate or scheme multiplied by 100.
nt agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any
setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract,
arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
cation of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the
to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
f "relevant agreement" in section 9 of the Corporations Act 2001.
older is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown.’”
deration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or
ed to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a
ils must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they
y to the person from whom the relevant interest was acquired.

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes. (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

• (6) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (7) Include details of:

• (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

• See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown.’”

(9) Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

Docusign Envelope ID: E80B3794-E72E-4AFB-9436-3DBFD706F3C6

Annexure A

This is Annexure A of 2 pages (including this page) referred to in the accompanying Form 603

print name sign here	Signed on behalf of the Substantial Holders capacity Authorised signatory date 1/15/2025 Roderik van Losenoord

The copy of the document attached to this Annexure A is a true copy of the original.

Docusign Envelope ID: E7457314-FA80-46B4-9675-8C9B3327423BDocusign Envelope ID: E80B3794-E72E-4AFB-9436-3DBFD706F3C6

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Lender Conversion Notice

TO: Nova Minerals Limited

Suite 5, 242 Hawthorn Road Caulfield, Victoria, 3161, Australia

By Email: Craig Bentley (craig@novaminerals.com.au), Louie Simens (louie@novaminerals.com.au),

DATE: 3 January 2025

CONCERNS: Notice of Conversion

To Nova Minerals Ltd, Craig Bentley and Louie Simens,

loan agreement between Nova Minerals Limited and Nebari Gold Fund 1, LP dated 21 November 2022, as amended by variation agreements on 6 March 2024 and 19 September 2024 (collectively, the Loan Agreement ). The Lender hereby informs the Borrower that it is exercising its Lender Conversion Right under clause 6 of the Loan Agreement by electing to convert the entire outstanding Conversion Amount into Nova Shares.

As per Clause 6.3, this Lender Conversion Notice is given 5 Business Days before the Lender Conversion Date, with the Lender Conversion Date being 13 January 2025. The Conversion Amount (or the Subscription Amount), which equals 100% of the Principal Amount plus accrued and unpaid interest as of 13 January 2025, plus any outstanding fees or expenses due from the Borrower, is US$5,435,216.20.

The Lender refers to the following:

1. The Variation Agreement dated 19 September 2024, in which the Conversion Price has been set at AUD0.25.

2. To Clause 6.2 of the Loan Agreement, where the Lender is given the right to convert some or all of the outstanding Conversion Amount at any time, prior to repayment of the Principal Amount in full.

3. For purposes of determining the number of Nova Shares to be issued, the Conversion Amont shall be converted into AUD at the AUD:USD exchange rate published by the Reserve Bank of Australia on 10 January 2025, ie, the Business Day immediately preceding the conversion.

Executed by Nebari Gold Fund I, LP

…………………….

Daniel Freuman

Nebari Partners LLC, 667 Madison Avenue New York, NY 10065