Nova Minerals Ltd — Proxy Solicitation & Information Statement 2018

Jan 29, 2018

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Notice of General Meeting and Explanatory Statement

Nova Minerals Limited ACN 006 690 348

Date: Wednesday, 28 February 2018 Time: 10.00am (AEDT) Venue: Level 17, 500 Collins Street MELBOURNE, Victoria 3000

NOTICE GENER AL M EETING

NOTICE is given that a General Meeting (Meeting) of Nova Minerals Limited will be held at Level 17, 500 Collins Street, Melbourne, Victoria 3000 on Wednesday, 28 February 2018 at 10.00am (AEDT)

Each of the resolutions proposed to be put to shareholders at the Meeting are set out in this Notice of General Meeting ( Notice ). Further details regarding those resolutions are set out in the Explanatory Statement accompanying this Notice. The details of the resolutions contained in the Explanatory Statement should be read together with this Notice.

Shareholders are invited to consider the following items of business at the Meeting:

1. Ratification of prior issue of shares – December 2017 Placement (made under LR7.1)

Resolution (Ordinary)

To consider and, if thought fit, to pass the following as an ordinary resolution: “THAT, for the purpose of Listing Rule 7.4 and for all other purposes, shareholders ratify the prior issue of 4,237,143 Shares to the parties on the terms set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue or any of their associates. However, the Company need not disregard a vote on the Resolution if: (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

2. Ratification of prior issue of shares – December 2017 Placement (made under LR7.1A)

Resolution To consider and, if thought fit, to pass the following as an ordinary resolution: (Ordinary) “THAT, for the purpose of Listing Rule 7.4 and for all other purposes, shareholders ratify the prior issue of 52,720,001 Shares to the parties on the terms set out in the Explanatory Statement.” Voting The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person Exclusion who participated in the issue or any of their associates. However, the Company need not disregard a vote on the Resolution if: (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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3. Approval for issue of Placement Options (December 2017 Placement)

Resolution (Ordinary)

To consider and, if thought fit, to pass the following as an ordinary resolution: “THAT, for the purpose of Listing Rule 7.1 and for all other purposes, shareholders approve the issue of 196,196,430 Options to the parties and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by a person who may participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities) if the Resolution is passed, or any associates of those persons. However, the Company need not disregard a vote on the Resolution if: (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

4. Approval for issue of Placement Options to Avi Kimelman (December 2017 Placement)

Resolution (Ordinary)

To consider and, if thought fit, to pass the following as an ordinary resolution: “THAT, for the purpose of Listing Rule 10.11, and for all other purposes, shareholders approve the issue of 6,219,512 Options to Mr Avi Kimelman (and/or his nominees) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Kimelman (or his nominee/s) or any of their associates. However, the Company need not disregard a vote on the Resolution if: (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

5. Approval for issue of Placement Options to Olaf Frederickson (December 2017 Placement)

Resolution (Ordinary)

To consider and, if thought fit, to pass the following as an ordinary resolution: “THAT, for the purpose of Listing Rule 10.11, and for all other purposes, shareholders approve the issue of 6,250,000 Options to Mr Olaf Frederickson (and/or his nominees) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Frederickson (or his nominee/s) or any of their associates. However, the Company need not disregard a vote on the Resolution if: (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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6. Adoption of Employee Share Option Plan

Resolution (Ordinary)	To consider and, if thought fit, to pass the following as an ordinary resolution: _“_THAT for the purposes of exception 9 in Listing Rule 7.2, sections 257B, 259B and 260C of the Corporations Act, and for all other purposes, shareholders approve the adoption of the Employee Share Option Plan as described in the Explanatory Statement.”
Voting Exclusion	The Company will disregard any votes cast in favour of this Resolution by any Director, other than any Directors who are ineligible to participate in any employee incentive scheme in relation to the Company or any of their associates. However, the Company need not disregard a vote on the Resolution if: (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
Voting Prohibition Statement	The Company will disregard votes cast on this Resolution (in any capacity, whether as proxy or as Shareholders) by any of the following persons (Excluded Persons): (a) Key Management Personnel; and (b) Closely Related Parties of Key Management Personnel. However, the Company need not disregard a vote if it is: (c) cast by an Excluded Person as proxy for a person who is entitled to vote, appointed in accordance with the directions of the proxy form; or (d) cast by the Chair of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

7. Issue of Incentive Options – Avi Kimelman

Resolution (Ordinary)	To consider and, if thought fit, pass the following as an ordinary resolution: “_THAT, subject to Resolution 6 being passed, for the purposes of sections 195(4) and 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, shareholders approve the issue of 25 million Incentive Options pursuant to the Employee Share Option Plan, and any Shares issued on exercise of those Incentive Options, to Mr Avi Kimelman (or his nominee/s) on the terms and conditions set out in the Explanatory Statement.”_
Voting Exclusion	The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Kimelman (or his nominee/s) or any of their associates. However, the Company need not disregard a vote if: (a) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; and (b) it is cast by a person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
Voting Prohibition Statement	The Company will disregard votes cast on this Resolution (in any capacity, whether as proxy or as Shareholders) by any of the following persons (Excluded Persons): (a) Key Management Personnel; and (b) Closely Related Parties of Key Management Personnel. However, the Company need not disregard a vote if it is: (c) cast by an Excluded Person as proxy for a person who is entitled to vote, appointed in accordance with the directions of the proxy form; or (d) cast by the Chair of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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8. Issue of Incentive Options – Olaf Frederickson

Resolution (Ordinary)	To consider and, if thought fit, pass the following as an ordinary resolution: “_THAT, subject to Resolution 6 being passed, for the purposes of sections 195(4) and 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, shareholders approve the issue of 10 million Incentive Options pursuant to the Employee Share Option Plan, and any Shares issued on exercise of those Incentive Options, to Mr Olaf Frederickson (or his nominee/s) on the terms and conditions set out in the Explanatory Statement.”_
Voting Exclusion	The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Frederickson (or his nominee/s) or any of their associates. However, the Company need not disregard a vote if: (a) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; and (b) it is cast by a person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
Voting Prohibition Statement	The Company will disregard votes cast on this Resolution (in any capacity, whether as proxy or as Shareholders) by any of the following persons (Excluded Persons): (a) Key Management Personnel; and (b) Closely Related Parties of Key Management Personnel. However, the Company need not disregard a vote if it is: (c) cast by an Excluded Person as proxy for a person who is entitled to vote, appointed in accordance with the directions of the proxy form; or (d) cast by the Chair of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

9. Issue of Incentive Options – Eliahu Bernstein

Resolution (Ordinary)	To consider and, if thought fit, pass the following as an ordinary resolution: “_THAT, subject to Resolution 6 being passed, for the purposes of sections 195(4) and 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, shareholders approve the issue of 6 million Incentive Options pursuant to the Employee Share Option Plan, and any Shares issued on exercise of those Incentive Options, to Mr Eliahu Bernstein (or his nominee/s) on the terms and conditions set out in the Explanatory Statement.”_
Voting Exclusion	The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Bernstein (or his nominee/s) or any of their associates. However, the Company need not disregard a vote if: (a) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; and (b) it is cast by a person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
Voting Prohibition Statement	The Company will disregard votes cast on this Resolution (in any capacity, whether as proxy or as Shareholders) by any of the following persons (Excluded Persons): (a) Key Management Personnel; and (b) Closely Related Parties of Key Management Personnel. However, the Company need not disregard a vote if it is: (c) cast by an Excluded Person as proxy for a person who is entitled to vote, appointed in accordance with the directions of the proxy form; or (d) cast by the Chair of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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10. Issue of Incentive Options – Louie Simens

Resolution (Ordinary)	To consider and, if thought fit, pass the following as an ordinary resolution: “_THAT, subject to Resolution 6 being passed, for the purposes of sections 195(4) and 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, shareholders approve the issue of 10 million Incentive Options pursuant to the Employee Share Option Plan, and any Shares issued on exercise of those Incentive Options, to Mr Louie Simens (or his nominee/s) on the terms and conditions set out in the Explanatory Statement.”_
Voting Exclusion	The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Simens (or his nominee/s) or any of their associates. However, the Company need not disregard a vote if: (a) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; and (b) it is cast by a person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
Voting Prohibition Statement	The Company will disregard votes cast on this Resolution (in any capacity, whether as proxy or as Shareholders) by any of the following persons (Excluded Persons): (a) Key Management Personnel; and (b) Closely Related Parties of Key Management Personnel. However, the Company need not disregard a vote if it is: (c) cast by an Excluded Person as proxy for a person who is entitled to vote, appointed in accordance with the directions of the proxy form; or (d) cast by the Chair of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

11. Issue of Incentive Options – Dennis Fry

Resolution (Ordinary)	To consider and, if thought fit, pass the following as an ordinary resolution: “_THAT, subject to Resolution 6 being passed, for the purposes of sections 195(4) and 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, shareholders approve the issue of 10 million Incentive Options pursuant to the Employee Share Option Plan, and any Shares issued on exercise of those Incentive Options, to Mr Dennis Fry (or his nominee/s) on the terms and conditions set out in the Explanatory Statement.”_
Voting Exclusion	The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Fry (or his nominee/s) or any of their associates. However, the Company need not disregard a vote if: (a) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; and (b) it is cast by a person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
Voting Prohibition Statement	The Company will disregard votes cast on this Resolution (in any capacity, whether as proxy or as Shareholders) by any of the following persons (Excluded Persons): (a) Key Management Personnel; and (b) Closely Related Parties of Key Management Personnel. However, the Company need not disregard a vote if it is: (c) cast by an Excluded Person as proxy for a person who is entitled to vote, appointed in accordance with the directions of the proxy form; or (d) cast by the Chair of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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12. Financial Assistance to Directors

Resolution (Ordinary)	To consider and, if thought fit, pass the following as an ordinary resolution: “_THAT, subject to the passing of Resolutions 7 to 11, for the purposes of sections 195(4), 208, 257B, 259B and 260C of the Corporations Act and for all other purposes, approval be and is hereby given to the granting of financial assistance to the Directors by way of loan to assist them to exercise Options, in the amounts and on the terms and conditions set out in the Explanatory Statement.”_
Voting Exclusion	The Company will disregard any votes cast in favour of this Resolution by any Director or any of their associates. However, the Company need not disregard a vote if: (a) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; and (b) it is cast by a person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
Voting Prohibition Statement	The Company will disregard votes cast on this Resolution (in any capacity, whether as proxy or as Shareholders) by any of the following persons (Excluded Persons): (a) Key Management Personnel; and (b) Closely Related Parties of Key Management Personnel. However, the Company need not disregard a vote if it is: (c) cast by an Excluded Person as proxy for a person who is entitled to vote, appointed in accordance with the directions of the proxy form; or (d) cast by the Chair of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Dated 29 January 2018

By order of the Board of Nova Minerals Limited

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Adrien Wing

Company Secretary

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VOTING INFORMATION

Entitlement to vote at the Meeting

A determination has been made by the Board of the Company under regulation 7.11.37 of the Corporations Regulations 2001 that persons eligible to vote at the Meeting are those registered shareholders of the Company as at 7.00pm (AEDT) on 26 FEBRUARY 2018 , subject to any applicable voting exclusion.

Voting by proxy

• (a) A shareholder entitled to attend and vote at the Meeting may appoint one proxy or, if the shareholder is entitled to cast 2 or more votes at the meeting, 2 proxies, to attend and vote instead of the shareholder.

• (b) Where 2 proxies are appointed to attend and vote at the Meeting, each proxy may be appointed to represent a specified proportion or number of the shareholder’s voting rights at the meeting.

• (c) A proxy need not be a shareholder of the Company.

• (d) A proxy may be an individual or a body corporate. If a body corporate is appointed, the proxy form must indicate the full name of the body corporate and the full name or title of the individual representative of the body corporate for the meeting.

• (e) A proxy form accompanies this notice. If a shareholder wishes to appoint more than one proxy, they may make a copy of the proxy form attached to this notice. For the proxy form to be valid it must be received together with the power of attorney or other authority (if any) under which the form is signed, or a (notarially) certified copy of that power of authority by 7:00pm (AEDT) on 26 FEBRUARY 2018:

By post or by Nova Minerals Limited hand Level 17, 500 Collins Street Melbourne VIC 3000 By facsimile +61 3 9614 0550

Proxy voting by the Chair

The Corporations Act imposes prohibitions on Key Management Personnel and their Closely Related Parties from voting their shares (and/or voting undirected proxies) on, amongst other things, remuneration matters. Resolutions 6 to 12 are connected, directly or indirectly, with the remuneration of Key Management Personnel of the Company,

However, the Chair of a meeting may vote an undirected proxy (i.e. a proxy that does not specify how it is to be voted), provided the shareholder who has lodged the proxy has given an express voting direction to the Chair to exercise the undirected proxy, even if the resolution is connected with the remuneration of a member of Key Management Personnel. The Chair may not vote undirected proxies cast on behalf of Key Management Personnel or their Closely Rated Parties on Resolution 1.

If you complete a proxy form that authorises the Chair of the Meeting to vote on your behalf as proxy, and you do not mark any of the boxes so as to give him directions about how your vote should be cast, then you will be taken to have expressly authorised the Chair to exercise your proxy on Resolutions 6 to 12. In accordance with this express authority provided by you, the Chairman will vote in favour of Resolutions 6 to 12 (unless you are a member of the Key Management Personnel or a Closely Related Party, in which case your vote can not be cast on the Resolutions). If you wish to appoint the Chair of the Meeting as your proxy, and you wish to direct him how to vote, please tick the appropriate boxes on the form.

The Chair intends to vote all available undirected proxies in favour of each item of business.

Subject to the above, if you appoint as your proxy any Director of the Company, except the Chair, or any other Key Management Personnel or any of their Closely Related Parties and you do not direct your proxy how to vote on Resolutions 6 to 12, that person will not vote your proxy on that item of business.

CORPORATE REPRESENTATIVES

Any corporation which is a member of the Company may appoint a proxy, as set out above, or authorise (by certificate under common seal or other form of execution authorised by the laws of that corporation’s place of incorporation, or in any other manner satisfactory to the Chair) a natural person to act as its representative at any general meeting.

Corporate representatives are requested to bring appropriate evidence of appointment as a representative in accordance with the Constitution. Attorneys are requested to bring an original or certified copy of the power of attorney pursuant to which they were appointed. Proof of identity is also required for corporate representatives and attorneys.

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EXPL AN AT ORY ST ATEM ENT TO NOTICE OF GENER AL M EE TING

This Explanatory Statement ( Statement ) accompanies and forms part of the Company’s Notice of General Meeting ( Notice ). The Notice incorporates, and should be read together with, this Statement.

1. Resolutions 1 and 2: Ratification of prior issue of shares – December 2017 Placement

Background

On 7 December 2017 the Company issued 156,957,144 Shares to professional and sophisticated investors at an issue price of $0.0205 per Share to raise approximately $3.22 million before costs, as announced on 4 December 2017 ( Placement ).

The Company issued the Shares partly pursuant to the approval given by Shareholders at the Company’s Annual General Meeting on 30 November 2017 (in respect of 100 million Shares) with the balance issued within the 15% annual limit set out in Listing Rule 7.1 and the 10% annual limit set out in Listing Rule 7.1A (described below). By issuing those Shares utilising these rules, the Company’s capacity to issue further equity securities without Shareholder approval within those limits was accordingly reduced.

Resolutions 1 and 2 seek Shareholder approval for the prior issue of the 56,957,144 Shares to the placees noted below. They are proposed as ordinary resolutions and will be passed if more than 50% of the votes cast by Shareholders entitled to vote are in favour of the Resolutions.

Listing Rules 7.1, 7.1A and 7.4

Listing Rule 7.1 provides that a company must not, subject to certain exceptions, issue or agree to issue more equity securities in any 12 month period other than the amount which is equal to 15% of its fully paid ordinary securities on issue at the start of that 12 month period ( 15% share issue capacity ).

Listing Rule 7.1A provides that certain eligible companies may seek shareholder approval at its annual general meeting ( AGM ) to issue up to a further 10% of its fully paid ordinary securities on issue at the start of the 12 month period commencing on the date of the AGM ( 10% share issue capacity ). The Company is an eligible company and sought and received Shareholder approval to the 10% share issue capacity at its AGM on 30 November 2017. The Shareholder approval is valid until the earlier of 12 months from the date of the AGM or, if the Company undertakes a significant transaction requiring Shareholder approval under Listing Rule 11.1.2 or 11.2, the date the Shareholders approve that transaction.

Listing Rule 7.4 provides that an issue of securities made without approval under Listing Rule 7.1 or 7.1A will be treated as having been made with shareholder approval for the purposes of those Listing Rules if shareholders subsequently ratify it and the issue did not breach Listing Rule 7.1.

Without Shareholder approval pursuant to Listing Rule 7.4, the issues will be counted towards the Company's 15% share issue capacity and 10% share issue capacity respectively and will therefore reduce the Company's capacity to issue securities in the future without obtaining Shareholder approval.

Accordingly, the Resolutions seek Shareholder approval to allow the Company to substantially refresh its 15% share issue capacity and its 10% share issue capacity.

Information required by Listing Rules

In compliance with the information requirements of Listing Rule 7.5, Shareholders are advised of the following particulars in relation to the prior issue of the Shares the subject of Resolutions 1 and 2:

• (a) The number of securities issued:

• 4,237,143 Shares issued under the Company’s Listing Rule 7.1 capacity, and

• 52,720,001 Shares issued under the Company’s Listing Rule 7.1A.

• (b) Price at which the securities were issued:

• $0.0205 per Share

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• (c) Terms of issue:

The Shares rank equally with all Shares currently on issue and the Company has successfully applied for their quotation on ASX.

• (d) Basis upon which allottees were determined:

Various professional and sophisticated investors who subscribed for Shares under the Placement, being clients of Baker Young Stockbrokers and SA Capital Pty Ltd and other parties identified by the Company, none of whom are related parties of the Company.

• (e) Use of funds raised:

The new funds were raised to fund further exploration and development of the Company’s Thompson Bros Lithium Project and its suite of Alaskan exploration assets under the proposed joint venture announced on 20 November 2017.

The Directors unanimously recommend that Shareholders vote in favour of Resolutions 1 and 2.

2. Resolution 3: Approval for issue of Placement Options (December 2017 Placement)

Background

As set out in the Company’s announcement of 4 December 2017, participants in the Placement are entitled to receive five Options for every four Shares issued under the Placement, subject to Shareholder approval.

A summary of Listing Rule 7.1 is set out in Section 1.

Resolution 3 seeks Shareholder approval for the Company to issue 196,196,430 attaching Options to the participants in the Placement. The effect of this Resolution will be to allow the Company to issue the Options pursuant to the Placement during the period of three months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% share issue capacity.

Information required by Listing Rules

In compliance with the information requirements of Listing Rule 7.3 Shareholders are advised of the following particulars in relation to the proposed issue of the Shares the subject of Resolution 3:

• (a) Maximum number of securities proposed for issue:

196,196,430 Options.

• (b) Date by which the Company will issue and allot securities:

No later than three months after Shareholder approval.

• (c) Price at which the securities proposed for issue:

Nil.

• (d) Basis upon which allottees will be determined:

The allottees will be those parties who subscribed for Shares under the Placement, none of whom are related parties of the Company.

• (e) Terms of issue:

The terms and conditions attaching to the Options are set out in Schedule 1. The Company intends to seek quotation of the Options under existing code NVAOA subject to satisfaction of the ASX quotation requirements.

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• (f) Intended use of funds raised:

No funds will be raised by the issue of the Options. Funds raised from the exercise of Options will be used to fund further exploration and development of the Company’s Thompson Bros Lithium Project and its suite of Alaskan exploration assets under the proposed joint venture announced on 20 November 2017.

• (g) Dates of allotment:

Options will be issued on one date no later than three months after Shareholder approval.

The Directors unanimously recommend that the Shareholders vote in favour of this Resolution.

3. Resolutions 4 and 5: Approval for issue of Placement Options to Avi Kimelman and Olaf Frederickson (December 2017 Placement)

Background

As set out above, pursuant to Resolution 3, the Company is seeking Shareholder approval for the issue of the attaching Options under the Placement.

Mr Avi Kimelman, a Director, and entities associated with Mr Kimelman have subscribed for 4,975,610 Shares under the Placement and Mr Olaf Frederickson, a Director, and entities associated with Mr Frederickson has subscribed for 5,000,000 Shares under the Placement pursuant to the authority given by Shareholders at the Company’s 2017 Annual General Meeting.

Resolutions 4 and 5 seeks Shareholder approval for the issue of those free-attaching Options to Mr Kimelman and Mr Frederickson and their associated entities on the same terms as the places under the Placement.

Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue of Options pursuant to the Placement terms constitutes giving a financial benefit and Mr Kimelman Mr Frederickson are related parties of the Company by virtue of being Directors.

The Directors (other than Mr Kimelman and Mr Frederickson in respect of the relevant Resolutions in which they have a material personal interest) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of his participation because the Options will be issued to on the same terms as Options issued to non-related party placees under the Placement and as such the giving of the financial benefit is on arm’s length terms.

Listing Rule 10.11

Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in Listing Rule 10.12 applies.

It is the view of the Directors that the exceptions set out in Listing Rule 10.12 do not apply in the current circumstances.

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Information required by Listing Rules

In compliance with the information requirements of Listing Rule 10.13 Shareholders are advised of the following particulars in relation to the proposed issue of the Options the subject of Resolutions 4 and 5:

• (a) The name of the person:

Mr Avi Kimelman and/or entities associated with Mr Kimelman.

Mr Olaf Frederickson and/or entities associated with Mr Frederickson.

• (b) The maximum number of securities to be issued:

Mr Avi Kimelman: 6,219,512 Options.

Mr Olaf Frederickson: 6,250,000 Options

• (c) The date by which securities will be issued:

No later than one month after Shareholder approval in each case.

• (d) Relationship between the related party and the person:

Each of Mr Kimelman and Mr Frederickson are Directors, and are associated with the respective allottees.

• (e) Issue price and terms of issue:

The Options are issued at a nil issue price as they are free attaching to the Shares issued under the Placement. The terms and conditions attaching to the Options are set out in Schedule 1. The Company intends to seek quotation of the Options under existing code NVAOA subject to satisfaction of the ASX quotation requirements.

• (f) Intended use of funds raised:

No funds will be raised by the issue of the Options. Funds raised from the exercise of Options will be used to fund further exploration and development of the Company’s Thompson Bros Lithium Project and its suite of Alaskan exploration assets under the proposed joint venture announced on 20 November 2017.

The Directors, other than Mr Kimelman and Mr Frederickson in respect of the relevant Resolutions in which they have a material personal interest, recommend that the Shareholders vote in favour of Resolutions 4 and 5.

4. Resolution 6: Adoption of Employee Share Option Plan

Background

Resolution 6 seeks Shareholder approval for the establishment of the Nova Minerals Employee Share Option Plan ( ESOP ).

The aim of the ESOP is to allow the Board to offer securities in the Company to eligible participants who in the Board’s opinion are dedicated and will provide ongoing commitment and effort to the Company. They include full-time or permanent part-time employees of the Company or a related body corporate, Directors and other officers of the Company, certain contractors, and such other persons as the Board determines.

The Company also wishes to grant participants offered Options under the ESOP the capacity to renounce the offers in favour of a nominee permitted by the Board. The Company therefore wishes to approve the ESOP to enable participants to make this election, which would mean any financial assistance granted and any security taken would also apply to Shares obtained by a permitted nominee on exercise of the Options. References to a “participant” in this Section include their nominees also.

Resolution 6 is an ordinary resolution.

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To achieve its corporate objectives, the Company needs to attract and retain its key personnel. The Board believes that grants made to participants under the ESOP will provide a powerful tool to underpin the Company's employment and engagement strategy, and that the implementation of the ESOP will:

• (a) enable the Company to recruit, incentivise and retain key personnel and other employees needed to achieve the Company's business objectives;

• (b) link the reward of key staff with the achievements of strategic goals and the long term performance of the Company;

• (c) align the financial interest of participants of the ESOP with those of Shareholders; and

• (d) provide incentives to participants of the ESOP to focus on superior performance that creates Shareholder value.

Corporations Act

The ESOP constitutes an ‘employee share scheme’ for the purposes of the Corporations Act as it provides for the acquisition (subject to vesting conditions) of securities in the Company. If such a scheme has been approved by Shareholders then any financial assistance that the Company might give to acquire its own shares (eg providing an interest-free loan) is exempted from the prohibition in section 260A of the Corporations Act. Section 260A requires financial assistance that might be considered to materially prejudice the interests of the Company or its Shareholders or the Company’s ability to pay its creditors to be approved by Shareholders under section 260B and advance notice to be provided to ASIC. The provision of a loan to participants may be considered financial assistance for the purposes of the Corporations Act. Accordingly, the Board considers it desirable and appropriate to seek Shareholder approval for the ESOP for the purposes of section 260C(4).

Section 257B(1) of the Corporations Act sets out the procedure for various forms of share buy-back, including an “employee share scheme buy-back”. In order for the Company to undertake a buy-back of Shares under the ESOP (in circumstances where Shares are forfeited by participants in accordance with their terms of issue) using the employee share scheme buy-back procedure under the Corporations Act, the ESOP must be approved by shareholders. Accordingly, shareholders are asked to approve the ESOP in order for the Company to undertake a buy-back of Shares under the ESOP using the employee share scheme buy-back procedure.

Approval of the ESOP for the purposes of section 259B(2) of the Corporations Act will allow the Company to take security over its own shares issued on exercise of Options granted under the ESOP. The rules of the ESOP provide the option for the Company to obtain security over its own shares and it is envisaged that issued Shares may be subject to restrictions on disposal. Approval of the ESOP for the purposes of s259B(2) of the Corporations Act removes any doubt about the efficacy of such restrictions on the basis they may constitute a ‘security’ over the shares.

Listing Rules

Listing Rule 7.1 provides that a company must not, subject to certain exceptions, without the approval of shareholders issue or agree to issue more equity securities in any 12 month period other than the amount which is equal to 15% of its fully paid ordinary securities on issue at the start of that 12 month period.

Listing Rule 7.2 (Exception 9(b)) sets out an exception to Listing Rule 7.1 which provides that issues under an employee incentive scheme are exempt for a period of three years from the date on which shareholders approve the issue of securities under the scheme as an exception to Listing Rule 7.1. This is the first approval sought under Listing Rule 7.2 Exception 9(b) with respect to the ESOP. No Options have previously been issued under the ESOP and the ESOP has not previously been approved by Shareholders. Pursuant to the Listing Rules, Shareholders must re-approve the ESOP and all unallocated Options issuable pursuant to it every three years.

Key features of ESOP

The key features of the ESOP are as follows:

• (a) The Board will determine the number of Options to be granted to participants (or their nominees), the vesting conditions (if any), exercise price and expiry date of the Options in its sole discretion.

• (b) Participants may apply for a loan from the Company for the payment of the relevant exercise price of the Options on exercise,which the Board may agree to provide at its discretion (see below).

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• (c) The Options are not transferable unless the Board determines otherwise in exceptional circumstances or the transfer is required by law and provided that the transfer complies with the Corporations Act and the Listing Rules.

• (d) Subject to the Corporations Act and the Listing Rules and restrictions on reducing the rights of a holder of Options, the Board will have the power to amend the ESOP as it sees fit.

A detailed overview of the terms of the ESOP is attached in Schedule 2. A copy of the ESOP rules ( Plan Rules ) can be obtained by contacting the Company.

Summary of Loan terms

If a participant wishes to obtain a loan for the exercising of the Options, they will first need to apply to the Board for its approval. Application for a loan can only be made on or after the date that all vesting conditions of the Options (if any) have been satisfied. The Board will then decide whether to grant the loan after considering past and potential contribution to the growth of the Company, any loans already granted to them (if any), the market price of Shares in comparison to the exercise price of the Options and any other matters which the Board considers are relevant.

The loans will have a term of 3 years from the date the Options are exercised, subject to early repayment in the event that the participant ceases to be a Director, employee or contractor (as the case may be), or when they sell the Shares obtained using the loan. The loans may be interest free, or the Company may charge interest on the loans at its discretion, taking into account among other things any adverse taxation consequences for the Company.

Upon expiry of the loan to the participant, they will have the choice of either repaying the loan in full or selling the Shares. The Board may extend the period of repayment of the loan where it sees fit. Shares acquired using the loans will be subject to a holding lock which will effectively prevent the Shares from being transferred unless the loan is either repaid or the Shares are sold to enable the loan to be repaid.

The loans will also be of limited recourse in that the total amount under the loan that the participant will be liable for, including any interest, will be no greater than the value of the Shares acquired under the loan. That is, in the event the Shares obtained under the loan are sold for an amount less than the amount of the loan, the participant will only be required to repay the loan, including any interest, to the amount of the sale proceeds (in proportion to the number of Shares sold). The Company will have no other recourse against the participant in respect of the balance of the loan and any interest not met by the sale proceeds. In the event that the Shares obtained under the loan are sold for an amount greater than the amount of the loan, the participant would be entitled to any excess of the sale proceeds over the outstanding amount of the loan (in proportion to the number of Shares sold).

Any dividends paid in respect of the Shares acquired using the loans will be automatically directed towards repaying the loan and any interest (subject to a 47% allowance for tax purposes if the dividends are not fully franked). The participant will be entitled to exercise any voting rights attached to Shares acquired using the loans as he or she sees fit.

Effect on the Company of the granting of financial assistance

If approval of this Resolution is obtained it will permit the grant of loans with respect to Options issued under the ESOP.

The maximum value of loans that may be provided to related parties under this Resolution shall be no more than is allowable under the Listing Rules. In any event this amount may not be equal to or greater than 5% of the Equity Interests of the Company as set out in the latest accounts provided to the ASX at the time the loan is provided. As disclosed in the Financial Report for the year ended 30 June 2017, the value of the Equity Interests in the Company is $3,900,084, with 5% of that figure being $195,004.20.

As the loan funds are used for payment of the exercise price payable on exercise of the Options, the funds will be immediately returned to the Company in the form of subscription money. The granting of the loans will therefore have no effect on the Company's cashflow (other than in respect of any costs associated with the granting of the loans which are not expected to be material).

Upon issue of the Shares, the Company's books of account will reflect an increase in contributed equity and, until such time as the loan and any interest is repaid, a current asset in the form of the loan and any interest outstanding from the relevant employee. Upon the repayment of the loan and any interest the funds received will be available to the Company as working capital.

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The main negative effect the financial assistance may have is where the Shares subject to the loans are sold at a value less than the amount outstanding on the loan and any interest, resulting in the Company not receiving full repayment of the loan and any interest as a result of the limited recourse nature of the loan. The Directors, however, do not consider that such an effect is material due to what the Directors view should be relatively small amounts of the loans (and any interest) and the the Company being unlikely will agree to grant a loan where there is a significant risk of downside for the Company. In addition, holders are not likely to be willing to sell the Shares at a loss. It is not therefore expected that the giving of the financial assistance will have any significant effect on the financial position of the Company, although any loss will need to be included in the Company's accounts.

The Directors do not consider that the provision of the loans will materially affect the Company’s ability to pay its creditors as it does not involve any actual payments of cash nor does it involve the Company disposing of any assets.

For these reasons, the Directors do not consider that the giving of the financial assistance will be likely to materially prejudice the interests of the Company or Shareholders or the Company's ability to pay its creditors.

Reasons for providing financial assistance

The Directors consider that the limited recourse nature of the loan will provide a strong incentive to the Directors to exercise the Options and enable the Company to adequately incentivise personnel and encourage them to increase their shareholdings in the Company to align their interests with those of other Shareholders.

The limited recourse nature of the loans removes the risk of the participants suffering any loss if Shares acquired by them are subsequently sold for a value less than their exercise price and any interest on the loan. The Directors therefore consider that the benefits achieved by offering a limited recourse loan exceeds the potential detriment to the Company of the loan and any interest not being fully repaid in the event of a loss on the sale of the Shares.

Other than as described in this Explanatory Statement, the Directors do not consider that from an economic and commercial point of view, there are any costs or detriments, including opportunity costs or taxation consequences (including any fringe benefit tax) for the Company or benefits foregone by the Company in issuing of the loans to pursuant to this Resolution.

Specific Information Required by Listing Rule 7.2

In accordance with the requirements of Listing Rule 7.2 Exception 9(b) the following information is provided:

• (a) The material terms of the ESOP are summarised above.

• (b) This is the first approval sought under Listing Rule 7.2 Exception 9 with respect to the ESOP.

• (c) No securities have been issued under the ESOP.

• (d) A voting exclusion statement has been included for the purposes of Resolution 6.

Recommendation of Directors as to the Resolution

As all of the Directors have a material personal interest in the Resolutions given they are eligible to participate, they accordingly make no recommendation in respect of the Resolution.

5. Resolutions 7 to 11: Issue of Incentive Options to Related Parties

Resolutions 7 and 11 seek shareholder approval for the issue under the ESOP of an aggregate of 61 million Incentive Options to Directors, Mr Avi Kimelman (25 million), Mr Olaf Frederickson (10 million), Mr Louie Simens (10 million) and Mr Dennis Fry (10 million) and recently retired Director and Chairman Mr Eliahu Bernstein (6 million) under the Employee Share Option Plan described in Section 4.

The Incentive Options are exercisable at $0.06, being at a premium to the Share price as the date the Board approved the terms of the grant of the Options to the relevant Directors subject to Shareholder approval (which occurred on 22 December 2017 ( Grant Date )), and will expire four years from the Grant Date.

The Incentive Options will vest over a three year period in equal one-sixth (rounded as appropriate) instalments at the end of every six month period commencing on that date that is six months after the Grant Date.

Resolutions 7 to 11 are subject to Resolution 6 (the adoption of the Employee Share Option Plan) being passed.

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Corporations Act Chapter 2E and Section 195

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company's members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The grant of Incentive Options constitutes giving a financial benefit and the recipients are related parties of the Company by virtue of their positions as current or former Directors (as the case may be).

It is the view of the Board that the exceptions set out in sections 210 to 216 of the Corporations Act do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the grant of the Incentive Options for the purposes of Chapter 2E of the Corporations Act.

In addition, as all of the Directors have a material personal interest in the issue of the Incentive Options that are the subject of Resolutions 7 to 11, the Company seeks approval under section 195 of the Corporations Act so that Shareholders may pass a resolution to deal with this matter.

Listing Rule 10.14

Listing Rule 10.14 requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a director of a company under an employee incentive scheme. This extends to any associates of a director and any person whose relationship with the entity or a director is, in ASX's opinion, such that approval should be obtained.

As the grant of the Incentive Options involves the issue of securities under the proposed Employee Share Option Plan to Directors, Shareholder approval pursuant to Listing Rule 10.14 is required.

Specific information required by the Corporations Act and Listing Rule 10.15

Pursuant to and in accordance with the requirements of section 219 of the Corporations Act and Listing Rule 10.15, the following information is provided in relation to Resolutions 7 to 11:

• (a) The Incentive Options will be issued to Mr Avi Kimelman, Mr Olaf Frederickson, Mr Louie Simens and Mr Dennis Fry (all of whom are Directors as at the date of this Notice) and Mr Eliahu Bernstein (who was a Director up until 19 December 2017 and remains a consultant to the Company) and/or their nominees.

• (b) The maximum number of Incentive Options to be issued is 61 million.

• (c) The issue of the Incentive Options will occur on one date and no later than 12 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

• (d) The Incentive Options will be issued under the Company’s ESOP as described in Section 4 and, accordingly, will be issued for nil cash consideration and no funds will be raised. Funds raised from the exercise of Options will be used to fund further exploration and development of the Company’s Thompson Bros Lithium Project and its suite of Alaskan exploration assets under the proposed joint venture announced on 20 November 2017.

• (e) There have not been any Incentive Options granted under the Employee Share Option Plan to date.

• (f) Under the ESOP, all Directors (including former Director, Mr Eliahu Bernstein, and any other parties to which Listing Rule 10.14 applies), eligible employees and contractors as well as key executives are entitled to participate in the ESOP.

• (g) The terms and conditions of the Incentive Options are set out in in this Section 5 and in Schedule 3 and the terms of the ESOP are set out in Section 4 and in Schedule 2.

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• (h) The value of each Incentive Option is $0.0374 (3.74 cents), with the values attributable to the recipients detailed as follows:

Recipient	Number of Incentive Options	Total Value ($)
Avi Kimelman	25,000,000	935,000
Olaf Frederickson	10,000,000	374,000
Eliahu Bernstein	6,000,000	224,400
Louie Simens	10,000,000	374,000
Dennis Fry	10,000,000	374,000
Total	61,000,000	$2,281,400

• (i) The relevant interests of the recipients in securities of the Company (excluding the Incentive Options to be issued under Resolutions 7 to 11) as at the date of the Notice is as follows:

	Shares	Otions*
		p
Avi Kimelman	27,315,385	19,739,231
Olaf Frederickson	5,000,000	-
Louie Simens	26,390,001	4,250,000
Dennis Fry	1,120,000	400,000
Eliahu Bernstein	-	1,000,000

• Listed Options exercisable at $0.0325 on or before 31 August 2020.

• (j) The recipients’ remuneration and emoluments for the previous financial year and anticipated aggregate for the current financial year are set out below:

Director	Financial Year	Short Term Benefits	Short Term Benefits	Long Term Benefits	Post- Employment	Share Based Payments	Total	Remuneration consisting of options/shares	Remuneration based on performance
		Cash Salary and Fees	Payables	Annual & Long Service Leave	Super- annuation	Options/ Shares
		$	$	$	$	$	$	%	%
A Kimelman	2017	159,205	-	-	4,631	146,350	310,186	53%	47%
	2018	195,000	-	-	18,525	-	106,763	100%	-
O Frederickson	2017	38,500	3,000	-	-	14,580	56,080	74%	26%
	2018	61,500	-	-	-	-	15,300	100%	-
E Bernstein	2017	5,000	7,000	-	-	-	12,000	100%	-
	2018	38,500	-	-	-	-	38,500	100%	-
L Simens	2017	-	-	-	-	-	-	-	-
	2018	56,112	-	-	-	-	-	-	-
D Fry	2017	-	-	-	-	-	-	-	-
	2018	56,112	-	-	-	-	-	-	-

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• (k) If the Incentive Options under Resolutions 7 to 11 are issued and are exercised, a total of 61 million Shares would be issued. This will increase the number of Shares on issue from 696,891,788 to 757,891,788 (assuming that no Options are exercised and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by approximately 8.05% in respect of the 61 million Shares that would be issued to the recipients under Resolutions 7 to 11.

• (l) The trading history of the Company’s shares on ASX in the previous 12 months from the date of this Notice is set out below:

	Price	Date
Highest	$0.059	11 January 2018
Lowest	$0.005	7 September 2017
Last available	$0.055	11 January 2018

• (m) The Board acknowledges the grant of Incentive Options to a Director is contrary to Recommendation 8.2 of the Corporate Governance Principles and Recommendations (3rd Edition) as published by the ASX Corporate Governance Council. However, the Board considers the grant of Incentive Options under Resolutions 7 to 11 reasonable in the circumstances for the following reasons:

• (i) the grant of Incentive Options, and the vesting of the Incentive Options over a period of time, will align the recipients’ interests with those of Shareholders;

• (ii) the grant of the Incentive Options is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the recipients; and

• (iii) it is not expected that there are any significant opportunity costs to the Company foregone by the Company in granting the Incentive Options upon the terms proposed.

In addition, the Company has considered the respective positions and responsibilities of each of the Directors and their overall remuneration packages having regard for to remuneration packages offered by similar ASX-listed companies. The Company has also considered its reliance on a limited number of personnel and the need to retain that personnel, the need for the Company to effectively incentivise each of the Directors while aligning the incentive with increasing shareholder value, the desirability of preserving cash resources within the Company, and the terms of the Incentive Options. The Company considers that the issue of Incentive Options to Directors is an effective tool which preserves the cash reserves of the Company and its group entities whilst providing valuable consideration for the Directors linked to the future success of the Company.

• (n) The primary purpose of the grant of the Incentive Options is to provide a performance linked incentive component focussing on creating Shareholder value in the remuneration package for the recipients to motivate and reward performance in their roles with the Company.

• (o) All of the Directors have a material personal interest in the Resolutions and, accordingly, make no recommendation in respect of the Resolutions.

• (p) The Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to vote in favour of Resolutions 7 to 11.

• (q) Approval pursuant to Listing Rule 7.1 is not required for the issue of the Incentive Options under Resolutions 7 to 11 as approval is being obtained under Listing Rule 10.14. Accordingly, the issue of the Incentive Options will not be included in the use of the Company's 15% annual placement capacity pursuant to Listing Rule 7.1.

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Valuation of Incentive Options

The value of Incentive Options to be issued has been calculated using the Black-Scholes option pricing model as of 11 January 2018. The value of an option calculated as such is a function of a number of variables. The indicative value of the Incentive Options has been calculated using the following variables:

	Incentive Options
Valuation date	11/1/2017
Exercise price	$0.06
Days Available	1,441
Underlyingshareprice	$0.042
Vesting date	21/12/2021
Risk free rate of return	2.260%
Volatility	100
Notional Indicative Value	$0.0374

The underlying share price of $0.055 is based on the closing share price on ASX as at 11 January 2018.

6. Resolution 12: Financial Assistance to Directors

Resolution 12 seeks approval for the granting of loans to Directors (or their nominees) for the purposes of enabling them to exercise existing holdings of Options, the Options proposed to be issued pursuant to the Placement and the Incentive Options proposed to be issued under Resolutions 7 to 11 (collectively, the Loan Scheme Options ). References to a “Director” in this Section include their nominees also.

A detailed overview of the terms of the loan is attached in Schedule 4.

Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company's members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The Directors are deemed related parties under section 228(2) of the Corporations Act. Accordingly, this Resolution seeks Shareholder approval for the granting of the loans pursuant to section 208(1)(a) of the Corporations Act.

Under Resolution 6, the Company is seeking that the Nova Minerals Employee Share Option Plan allows the granting of financial assistance by the Company by way of loan to enable participants to exercise Options granted or to be granted under the ESOP or brought under the ESOP and to allow the Company to obtain security over Shares obtained by participants as security for such loans.

As the Directors or their nominees might benefit from the granting of financial assistance referred to above, Shareholder approval is sought pursuant to section 208 of the Corporations Act to allow this grant of financial assistance to them.

In addition, the Company is seeking approval under sections 257B (employee share scheme buy-back), 259B (security over shares) and 260C (financial assistance to acquire shares). Commentary in respect of these statutory provisions and their requirements is set out in Section 4 on page 12 above.

Finally, as all of the Directors have a material personal interest in the Resolution, the Company seeks approval under section 195 of the Corporations Act so that the Shareholders may pass a resolution to deal with this matter.

The following information is provided to Shareholders in accordance with section 219 of the Corporations Act to help Shareholders assess the merits of the proposed Resolution 12.

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The related party receiving the financial benefit

The related party to whom the proposed Resolution would permit the financial benefit to be given is Mr Avi Kimelman, Mr Olaf Frederickson, Mr Louie Simens and Mr Dennis Fry, all of whom are Directors as at the date of this Notice.

The financial benefit being given

The financial benefit to be given is loans to the Directors (or their nominees) to enable them to exercise their Loan Scheme Options.

The holdings of the Directors and their associates of Options as at the date of the Notice is as follows:

	Existing Options1 and Placement Options2	Incentive Options2	Total
Avi Kimelman	25,958,743	25,000,000	50,958,743
Olaf Frederickson	6,250,000	10,000,000	16,250,000
Louie Simens	4,250,000	10,000,000	14,250,000
Dennis Fry	400,000	10,000,000	10,400,000

Notes:

1. Listed Options exercisable at $0.0325 on or before 31 August 2020.

2. Placement Options proposed to be issued pursuant to the Placement.

3. Incentive Options proposed to be issued under Resolutions 7 to 11.

If the Directors (or their nominees), wish to obtain a loan for the exercising of the above Options, they will first need to apply to the Board for its approval. Application for a loan can only be made on or after the date that all vesting conditions of the Options (if any) have been satisfied. The Board will then decide whether to grant the loan after considering the Director’s past and potential contribution to the growth of the Company, any loans already granted to him (if any), the market price of Shares in comparison to the exercise price of the Options and any other matters which the Board considers are relevant. The Company will only be able to grant a loan to enable the exercise of Options where the volume weighted average price of Shares as listed on ASX for the preceding 20 days is greater than the exercise price of the Options.

Amount of the financial benefit

If approval of this Resolution is obtained and the Board decides to grant loans to the Directors or their nominee for all Options covered by this Resolution (as listed above), the total amount loaned would be as follows:

	Total Options	Maximum Loan Amount
Avi Kimelman	50,958,743	2,343,659.15
Olaf Frederickson	16,250,000	803,125.00
Louie Simens	14,250,000	738,125.00
Dennis Fry	10,400,000	613,000.00
Total	91,858,743	$4,497,909.15

Notwithstanding the approval of this Resolution, the maximum value of loans that may be provided to the Directors (or their nominee) under this Resolution, whilst he is a person specified in Listing Rule 10.1, may not be equal to or greater than 5% of the Equity Interests of the Company as set out in the latest accounts provided to the ASX at the time the loan is provided. As disclosed in the Financial Report for the year ended 30 June 2017, the value of the Equity Interests in the Company is $3,900,084, with 5% of that figure being $195,004.20.

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The trading history of the Company’s shares on ASX in the previous 12 months from the date of this Notice is set out below:

	Price	Date
Highest	$0.059	11 January 2018
Lowest	$0.005	7 September 2017
Last available	$0.055	11 January 2018

Terms of the financial benefit

The loans will bear interest the lesser of zero and a rate of interest that the Board reasonably expects will have no adverse taxation impact upon the Company.

The loans will have a term of 3 years from the date the Options are exercised, subject to early repayment in the event that the Director ceases to be a Director or if he, or his nominee as the case may be, sells the Shares obtained using the loan.

Upon expiry of the loan to the Director or their nominee (as the case may be), they will have the choice of either repaying the loan in full or selling the Shares. The Board may extend the period of repayment of the loan where it sees fit. Shares acquired using the loans will be subject to a holding lock which will effectively prevent the Shares from being transferred unless the loan is either repaid or the Shares are sold to enable the loan to be repaid.

The loans will also be of limited recourse in that the total amount under the loan that the Directors or their nominees (as the case may be) will be liable for, including any interest, will be no greater than the value of the Shares acquired under the loan. That is, in the event the Shares obtained under the loan are sold for an amount less than the amount of the loan, the Directors, or his nominee as the case may be, will only be required to repay the loan, including any interest, to the amount of the sale proceeds (in proportion to the number of Shares sold). The Company will have no other recourse against the Directors or their nominees in respect of the balance of the loan and any interest not met by the sale proceeds. In the event that the Shares obtained under the loan are sold for an amount greater than the amount of the loan, the Director would be entitled to any excess of the sale proceeds over the outstanding amount of the loan (in proportion to the number of Shares sold).

Any dividends paid in respect of the Shares acquired using the loans will be automatically directed towards repaying the loan and any interest (subject to a 50% allowance for tax purposes if the dividends are not fully franked). The Director will be also be entitled to exercise any voting rights attached to Shares acquired using the loans as he sees fit.

Total remuneration package of the related party

The granting of the loans will form part of the total remuneration packages granted to the Directors. Details of their remuneration packages are set out in Section 5 above.

The value of the financial benefit

The financial benefit that each of the Directors is receiving is a limited recourse loan to fund the exercise of Options to enable him to acquire Shares.

In the event the Shares obtained under the loan are sold for an amount less than the amount of the loan and any interest, the Directors only be required to repay the loan and any interest to the amount of the sale proceeds (in proportion to the number of Shares sold). In this event, the Directors would receive a financial benefit in the form of the Company forgiving the amount of the loan and any interest that is not repaid using the sale proceeds.

In the event that the Shares obtained under the loan are sold for an amount greater than the amount of the loan and any interest, the Directors would be entitled to any excess of the sale proceeds over the amount of the loan and any interest (in proportion to the number of Shares sold). In this event, the Directors have received a financial benefit as they would be able to earn a capital gain on the Shares obtained by exercising the Options without having to fund the acquisition of the Shares with their own funding or alternatively with a loan from a third party at commercial interest rates. The Directors will have also held the voting rights in the Shares and associated rights for the duration of the loan.

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Current Shares and Options held by related party & dilution effect

As at the date of this notice, each of the Directors (and their associates) hold the securities in the Company as set out in Section 5.

The dilutionary effect of the exercise of each of the Directors’ Options, based on the Company’s issued share capital as at the date of the Notice of Meeting and assuming no other Options are exercised is as follows:

	Total Options	%Dilution
Avi Kimelman	50,958,743	6.72%
Olaf Frederickson	16,250,000	2.14%
Louie Simens	14,250,000	1.88%
Dennis Fry	10,400,000	1.37%
Total	91,858,743	12.11%

Benefits, costs and detriments that loan will have on the Company

Under the Company's current circumstances, the Directors consider that the incentive to the Directors which would be represented by loans allowing the exercise of Options would be a cost-effective and efficient incentive for the Company to provide, as opposed to alternative forms of incentives such as cash bonuses or increased remuneration.

To enable the Company to secure executives and directors who can assist the Company in achieving its objectives, it is necessary to provide remuneration and incentives to such personnel. The financial assistance, is designed to achieve this objective, by encouraging continued improvement in performance over time and by encouraging the Directors to acquire and retain significant shareholdings in the Company which will align their interests with those of other Shareholders.

As the loan funds are used for payment of the exercise price payable on exercise of the Options, the funds will be immediately returned to the Company in the form of subscription money. The granting of the loans will therefore have no effect on the Company's cashflow (other than in respect of any costs associated with the granting of the loans which are not expected to be material).

Upon issue of the Shares, the Company's books of account will reflect an increase in contributed equity and, until such time as the loan and any interest is repaid, a current asset in the form of the loan and any interest outstanding from the relevant employee. Upon the repayment of the loan and any interest the funds received will be available to the Company as working capital.

The main negative effect the financial assistance may have is where the Shares subject to the loans are sold at a value less than the amount outstanding on the loan and any interest, resulting in the Company not receiving full repayment of the loan and any interest as a result of the limited recourse nature of the loan. The Directors, however, do not consider that such an effect is material due to what the Directors view should be relatively small amounts of the loans (and any interest) and the Company being unlikely to agree to grant a loan where there is a significant risk of downside for the Company. In addition, holders are not likely to be willing to sell the Shares at a loss. It is not therefore expected that the giving of the financial assistance will have any significant effect on the financial position of the Company, although any loss will need to be included in the Company's accounts.

The Directors do not consider that the provision of the loans will materially affect the Company’s ability to pay its creditors as it does not involve any actual payments of cash nor does it involve the Company disposing of any assets.

For these reasons, the Directors do not consider that the giving of the financial assistance will be likely to materially prejudice the interests of the Company or Shareholders or the Company's ability to pay its creditors.

The Directors consider that the limited recourse nature of the loan will provide a strong incentive to the holders to exercise the Options and enable the Company to adequately incentivise the holders and encourage them to increase their shareholdings in the Company to align their interests with those of other Shareholders. The

P a g e 21

limited recourse nature of the loans removes the risk of the holders suffering any loss if Shares acquired by them are subsequently sold for a value less than their exercise price and any interest on the loan. The Directors therefore consider that the benefits achieved by offering a limited recourse loan exceeds the potential detriment to the Company of the loan and any interest not being fully repaid in the event of a loss on the sale of the Shares.

Other than as described in this Explanatory Statement, the Directors do not consider that from an economic and commercial point of view, there are any costs or detriments, including opportunity costs or taxation consequences (including any fringe benefit tax) for the Company or benefits foregone by the Company in issuing of the loans to pursuant to this Resolution.

Recommendation of Directors as to the Resolution

All of the Directors have a material personal interest in the Resolutions and, accordingly, make no recommendation in respect of the Resolution.

Other information

Other than the material set out in this Explanatory Statement, the Directors are not aware of any other information which members of the Company would reasonably require in order to decide whether or not it is in the Company’s interest to pass this Resolution.

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Definitions

In this Notice and the Explanatory Statement the following terms have the following meanings:

$	Australian dollars
AEDT	Australian Eastern Daylight-Savings Time
Board	board of Directors of the Company from time to time
Chair	chair of the Meeting
Company or Nova	Nova Minerals Limited ACN 006 690 348
Constitution	Company’s constitution
Corporations Act	Corporations Act 2001(Cth)
Closely Related Party (of a member of KMP of an entity)	a spouse or child of the member and otherwise has the meaning given in section 9 of the Corporations Act
Director	director of the Company
ESOP	Nova Minerals Employee Share Option Plan
Explanatory Statement	explanatory statement that is attached to the Notice
Grant Date	is defined in Section 5
Key Management Personnel or KMP	those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any Director (whether executive or otherwise) of that entity
Incentive Options	an Option as described in Sections 4 and 5
Loan Scheme Options	is defined in Section 6
Meeting	the General Meeting of the Company convened by the Notice
Notice	this notice of general meeting
Option	option to acquire a Share
Resolution	a resolution contained in the Notice
Placement	is defined in Section 1
Schedule	a schedule to this Notice
Section	a section contained in this Explanatory Statement
Share	fully paid ordinary share in the capital of the Company
Shareholder	shareholder of the Company

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SCHEDULE 1: PLACEMENT OPTION TERMS

The options ( Options ) entitle the holder to subscribe for fully paid ordinary shares of the Company ( Shares ) on the following terms and conditions:

• (a) Each Option gives the Optionholder the right to subscribe for one Share. To obtain the right given by each Option, the Optionholder must exercise the Options in accordance with these terms and conditions.

• (b) If the Company makes an application for listing in the future quotation of the Options will be subject to the satisfaction of the ASX requirements for listing. The Company makes no guarantee that any such application will be made or, if made, would be successful.

• (c) The Options will expire at 5.00pm (Melbourne time) on 31 August 2020 ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (d) The amount payable upon exercise of each Option will be $0.0325 ( Exercise Price ).

• (e) The Options may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion

• (f) Optionholders may exercise their Options by lodging with the Company, before the Expiry Date, a written notice of exercise of Options specifying the number of Options being exercised and a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised;

• (g) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• (h) Within 10 business days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

• (i) The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities law.

• (j) All Shares allotted upon exercise of Options will, upon allotment, rank pari passu in all respects with other Shares.

• (k) As an entity admitted to the official list of ASX, the Company will apply for quotation of all Shares allotted pursuant to the exercise of the Options on ASX within 10 Business Days after the date of allotment of those Shares. The Company is entitled, at its discretion, to apply for quotation of the Options on ASX.

• (l) If at any time the issued capital of the Company is reconstructed, all rights of the Optionholder are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reconstruction.

• (m) There are no participating rights or entitlements inherent in the Options and the Optionholder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least three business days after the issue is announced. This will give the Optionholder the opportunity to exercise the Options prior to the date for determining entitlements to participate in any such issue.

• (n) An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

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SCHEDULE 2: SUMMARY OF ESOP TERMS

The key terms of the Employee Share Option Plan ( ESOP ) are as follows:

• (a) Eligibility : Participants in the ESOP may be:

• (i) a Director (whether executive or non-executive) of the Company, its subsidiaries and any other related body corporate of the Company ( Group Company );

• (ii) a full or part time employee of any Group Company;

• (iii) a casual employee or contractor of a Group Company to the extent permitted by ASIC Class Order 14/1000 (or any amendment to or replacement of that Class Order) ( Class Order); or

• (iv) a prospective participant, being a person to whom the offer is made but who can only accept the offer if an arrangement has been entered into that will result in the person becoming a Participant under clauses (a), (b) or (c) above,

who is declared by the Board to be eligible to receive grants of Options under the ESOP or an approved nominee ( Participants ) .

• (b) Administration of ESOP : The Board (or its delegated authority) is responsible for the operation of the ESOP and has a broad discretion to determine which Participants will be offered Options under the ESOP.

• (c) Offer: The Board may issue an offer to a Participant to participate in the ESOP. The offer:

• (i) set out the number of Options offered under the ESOP;

• (ii) will specify the exercise price and expiry date of the Options;

• (iii) will specify any vesting and exercise conditions and restriction periods applying to the Options (and Shares when Options are exercised);

• (iv) will specify an acceptance period; and

• (v) specify any other terms and conditions attaching to the Options.

• (d) Issue price: unless the Options are quoted on the ASX, Options issued under the ESOP will be issued for no more than nominal cash consideration.

• (e) Exercise Conditions: Participants may only exercise vested Options by paying the Exercise Price. Vested Options must be exercised during one of the Company’s trading windows (subject to the Company’s Trading in Securities Policy). An Option may be made subject to such other exercise conditions as determined by the Board in its discretion and as specified in the offer for the Option.

• (f) Cashless exercise facility: If determined by the Board (in its discretion) and specified in an Invitation, the holder of Options may elect to pay the Exercise Price for an Option by setting off the exercise price against the relevant number of Shares which they are entitled to receive upon exercise or, if the circumstances are deemed appropriate at the time, the Company may cancel or procure the acquisition of the relevant number of vested Options in consideration for the relevant Exercise Price that would have been payable ( Cashless Exercise Facility ). By using the Cashless Exercise Facility, the holder will receive Shares to the value of the surplus after the Exercise Price has been set off. If a holder elects to use the Cashless Exercise Facility, the holder will only be issued that number of Shares (rounded down to the nearest whole number) as are equal in value to the difference between the total Exercise Price otherwise payable for the Options on the Options being exercised and the then market value of the Shares at the time of exercise (determined as the volume weighted average of the prices at which Shares were traded on the ASX during the one week period immediately preceding the exercise date) calculated in accordance with the following formula:

S = O x (MSP – EP) MSP

Where:

• S Number of Shares to be issued on exercise of the Options.

• O Number of Options.

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MSP Market value of the Shares (calculated using the volume weighted average prices at which Shares were traded on the ASX over the one week period immediately preceding the exercise date).

EP Option exercise price.

If the difference between the total Exercise Price otherwise payable for the Options on the Options being exercised and the then market value of the Shares at the time of exercise (calculated in accordance with the above formula) is zero or negative, then a holder will not be entitled to use the Cashless Exercise Facility.

(g) Loans: A Participant may apply for loan to fund the exercise of Options in the manner determined by the Board. The loans may bear interest or be interest-free at the discretion of the Board taking into consideration, among other things, the likelihood of adverse taxation consequences for the Company. Upon expiry of the loan to the Participant, they will have the choice of either repaying the loan in full or selling the Shares. The Board may extend the period of repayment of the loan where it sees fit. Shares acquired using the loans will be subject to a holding lock which will effectively prevent the Shares from being transferred unless the loan is either repaid or the Shares are sold to enable the loan to be repaid. The loans will also be of limited recourse in that the total amount under the loan that the participant will be liable for, including any interest, will be no greater than the value of the Shares acquired under the loan. That is, in the event the Shares obtained under the loan are sold for an amount less than the amount of the loan, the participant will only be required to repay the loan, including any interest, to the amount of the sale proceeds (in proportion to the number of Shares sold). The Company will have no other recourse against the participant in respect of the balance of the loan and any interest not met by the sale proceeds. In the event that the Shares obtained under the loan are sold for an amount greater than the amount of the loan, the Participant would be entitled to any excess of the sale proceeds over the outstanding amount of the loan (in proportion to the number of Shares sold).

• (h) Restriction Periods : A Share issued on exercise of an Option may be made subject to a restriction period as determined by the Board in with the ESOP and as specified in the Offer for the Option.

• (i) Change of Control: All vested Options must be exercised within 30 days of a change of control. Where vesting conditions apply, all unvested Options will vest unless the Board determines otherwise.

• (j) Lapse of Options: Subject to this ESOP, a Participant’s unexercised Option will lapse immediately and all rights in respect of that Option will be lost if, in respect of the Option:

• (i) the relevant person ceases to be an employee (permanent or otherwise) of the Company, director of the Company or ceases to provide services to the Company for any reason (including without limitation resignation or termination for cause) unless the reason is due to death, total and permanent disability or redundancy and:

  • (A) any vesting conditions have not been met by the date the relevant person ceases to be a Participant ( Ceasing Date ); or

  • (B) where any vesting conditions have been met by the Ceasing Date or the Option is not subject to any exercise conditions, the Participant does not exercise the Option within a period of three months after the Ceasing Date (or a further date as determined by the Board after the Ceasing Date);

• (ii) any vesting conditions are unable to be met; or

• (iii) the expiry date for the Options has passed,

whichever is earlier.

• (k) Power of attorney : Each Participant, in consideration of an offer, irrevocably appoints the Company and any person nominated from time to time by the Company (each an "attorney"), severally, as the Participant's attorney to complete and execute any documents including applications for Shares and Share transfers and to do all acts or things on behalf of and in the name of the Participant which may be convenient or necessary for the purpose of giving effect to the provisions of the ESOP.

• (l) ESOP limit: The Company must have reasonable grounds to believe, when making an offer, that the number of Shares to be received on exercise of Options offered under an offer, when aggregated with the number of Shares issued or that may be issued as a result of offers made in reliance on the Class Order at any time during the previous 3 year period under an employee incentive scheme covered by the Class Order or an ASIC exempt arrangement of a similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the offer.

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• (m) Restriction on transfer: Options will not be transferable except to the extent provided for by the ESOP or unless the Offer provides otherwise.

• (n) Quotation on ASX: Options will not be quoted on the ASX, except to the extent provided for by the ESOP or unless the Offer provides otherwise.

• (o) Rights attaching to Shares : Each Share issued on exercise of an Option will have the same terms and conditions as the Company’s issued Shares (other than in respect of transfer restrictions imposed by the ESOP) and it will rank equally with all other issued Shares from the issue date except for entitlements which have a record date before the issue date.

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SCHEDULE 3: TERMS OF INCENTIVE OPTIONS

The terms and conditions of the Incentive Options are as follows:

• (a) Each Option entitles the holder to subscribe for and be allotted one Share.

• (b) The Options will vest over a three year period in equal one-sixth (rounded as appropriate) instalments at the end of every six month period commencing on the Grant Date.

• (c) The exercise price of the Options is $0.06 each.

• (d) The Options will expire four years from the Grant Date ( Expiry Date ).

• (e) The Options are exercisable at any time on or prior to the Expiry Date by notice in writing to the directors of the company accompanied by payment of the exercise price and during one of the Company’s trading windows (subject to the Company’s Trading in Securities Policy).

• (f) In the event of fraud, dishonesty or material misstatement of the financial statements, the Board may make a determination, including lapsing unexercised Options or ‘clawing back’ Shares acquired on exercise, to ensure that no unfair benefit is obtained by a participant.

• (g) The options are non transferable unless required by law.

• (h) All Shares issued upon exercise of the options will rank pari passu in all respects with the Company’s then existing ordinary fully paid shares. The Company will apply for Official Quotation by the ASX of all shares issued upon exercise of the Options.

• (i) There are no participating rights or entitlements inherent in the options and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the options. However, if from time to time on or prior to the Expiry Date the Company makes an issue of new Shares to Shareholders or there is another form of capital reorganisation, the Board retains discretion to adjust the number of Options or the Exercise Price such that holders are no better off or worse off as a result of the reorganisation (subject to compliance with the applicable Listing Rules).

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SCHEDULE 4: TERMS OF OPTION EXERCISE LOANS

The key terms of the loans are as follows:

Grant of Loan

A Director who wishes to exercise Options may make a written request (in the form as may be prescribed by the Company) to the Company, no earlier than the date that the vesting conditions in relation to the Options (if any) are satisfied, for a loan to fund the exercise of the Options ( Loan ) into Shares ( Loan Shares ).

A written request for a Loan must be accompanied by a valid notice of exercise of the Options to be funded by the Loan. The Company will decide within 14 days of receipt of the request for the Loan whether to approve the Loan.

If the Loan is approved, the Company will grant the Director a Loan for an amount of the combined exercise price of all the Options intended to be exercised, such Loan to be used solely to fund the exercise of those Options.

The maximum amount to be loaned to a Director must not exceed the aggregate Exercise Price payable in respect of the Options being exercised or equal or exceed 5% of the Equity Interests in the Company, unless shareholder approval has been obtained under Listing Rule 10.1.

Interest

No interest will be payable on a Loan to a Director.

Repayment

The Loan will mature and be repayable by the borrower on the day three years after the grant of the Loan ( Maturity Date ), being the date of exercise of the Options the subject of the Loan. If the Loan is not repaid in full within 14 days of the Maturity Date, the Company may sell those Loan Shares in respect of the matured Loan.

The Board may extend the Maturity Date at its discretion.

Whilst the Loan is not fully repaid, the Borrower irrevocably directs the Company to use: (a) all franked dividends; (b) one half of any unfranked dividend; and (c) any capital returns or other amounts attributable to shareholders, in respect of the Loan Shares towards the reduction of the amount outstanding on the Loan in respect of those Loan Shares. Such repayment shall be used to reduce the amount outstanding in respect of each Share covered by the Loan on a pro rata basis.

In the event the Company announces a renounceable rights issue and the borrower elects to sell his or her rights in respect of any Loan Shares then half of the proceeds from the sale of such rights shall be paid to the Company by way of instalment payment of the Loan in respect of those Loan Shares.

The borrower may elect to arrange for the Loan to be repaid by instalments by way of deduction from the Borrower's salary where approved by, and on terms to be agreed with, the Board.

Early Repayment

The Borrower may elect to repay the balance of any amount outstanding in respect of the Loan at any time.

If the Borrower: (a) ceases to be employed by or contracted to the Company or ceases to be a Director (including by way of resignation, retirement, dismissal, redundancy or disqualification from office); (b) dies or suffers a permanent disability; or (c) becomes bankrupt, then the Borrower may elect, by serving written notice on the Company within one month to: (d) have the Company buy-back the Loan Shares or sell the Loan Shares and apply the net proceeds of the sale in repayment of the Loan; or (e) repay the outstanding amount on the Loan.

A failure to make an election will allow the Company to either buy-back or sell the Loan Shares in its discretion. The Board may extend the period within which to make an election if the case of a cessation under (a).

Holding Lock and Power of Sale

Until such time as a Loan is repaid in full (a) the borrower must not mortgage, charge or otherwise encumber the Loan Shares until the Loan is repaid in full, unless it has first obtained the prior approval of the Board, which approval may be withheld at its absolute discretion; (b) the Borrower must not sell or transfer or attempt to sell or transfer the Loan Shares except in accordance with these terms; and (c) a holding lock will be placed on all Loan Shares, and for so long as the holding lock remains in place, the Borrower will effectively be prevented from having the Loan Shares transferred to another person.

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The Company may agree to the removal of a holding lock over some or all of the Loan Shares in certain circumstances, including where the Borrower proposes to sell Loan Shares to repay some or all of the Loan.

In the event that the borrower breaches any of these terms and (if such breach is capable of being remedied) fails to remedy such breach within 14 days of written notice, the Board may demand that the Loan be immediately repaid, failing which the Company may sell the Loan Shares in accordance with these terms and apply the net proceeds of the sale accordingly.

Security for Loan

Where requested by the Company, the borrower agrees to grant to the Company a lien, share mortgage or any other security over the Loan Shares as security for the repayment of the Loan. The security shall be in the form as prescribed by the Company.

Shares Rights

Other than in respect of the restrictions contained in these terms, the Loan Shares will rank pari passu with all other fully paid ordinary shares in the Company from the date of issue including in respect of all voting rights and rights under any reconstructions, rights issues and bonus issues. The Loan Shares will be subject to the Company's constitution.

Bonus Issues

If shares are issued pursuant to a bonus issue by the Company during the period of the Loan in respect of Loan Shares subject to a Loan, then those bonus shares will be deemed to also be acquired under the Loan and subject to the terms of these terms.

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PROXY FORM NOVA MINERALS LIMITED ACN 006 690 348

I/We

of:

being a Shareholder entitled to attend and vote at the Meeting, hereby appoint:

Name:

OR: the Chair of the Meeting as my/our proxy.

or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at Level 17, 500 Collins Street, Melbourne Victoria 3000 on 28 February 2018 at 10:00am (AEDT), and at any adjournment thereof.

This proxy is authorized to exercise ……………………….. votes/ …………………………. % of my/our total voting rights.

==> picture [70 x 47] intentionally omitted <==

If the Chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy, please place a mark in the box

By marking this box you acknowledge that the Chair may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will otherwise be disregarded because of that interest and further authorise the Chair to vote undirected proxies, even if the resolution is connected directly or indirectly with the remuneration of the Company’s key management personnel. The Chair intends voting undirected proxies in favour of the resolutions in which he is permitted to vote.

VOTING DIRECTIONS FOR YOUR PROXY

To instruct your proxy how to vote, insert ‘X’ in the appropriate column against each resolution set out below. If you do not instruct your proxy how to vote on a resolution, your proxy may vote as he/she thinks fit or abstain from voting.

I/We direct my/our proxy to vote as indicated below:

				FOR	AGAINST	ABSTAIN
	Resolution 1	Ratification of prior issue of shares (LR7.1)
	Resolution 2	Ratification of prior issue of shares (LR7.1A)
	Resolution 3	Issue of Options (Dec 2017 Placement)
	Resolution 4	Issue of Options – Avi Kimelmann (Dec 2017 Placement)
	Resolution 5	Issue of Options – Olaf Frederickson (Dec 2017 Placement)
	Resolution 6	Adoption of Employee Share Option Plan
	Resolution 7	Issue of Incentive Options – Avi Kimelmann
	Resolution 8	Issue of Incentive Options – Olaf Frederickson
	Resolution 9	Issue of Incentive Options – Eliahu Bernstein
	Resolution 10	Issue of Incentive Options – Louie Simens
	Resolution 11	Issue of Incentive Options – Dennis Fry
	Resolution 12	Financial Assistance to Directors
	If a person: ____ (Signature) ____ Name (print) Date: _//__		If a company: EXECUTED by: in accordance with the Corporations Act ___ (Signature) Date: /__/_____	___ Name of company (print) _______ (Signature)

This proxy and any power of attorney or other authority under which it is signed (or a certified copy) must be lodged by 10:00am (AEDT) on 26 February 2018, being not less than 48 hours before the time for holding the meeting or adjourned meeting as the case may be:

• by mail to Level 17, 500 Collins Street, Melbourne VIC 3000; or

• personally at Level 17, 500 Collins Street, Melbourne VIC 3000; or

• by facsimile on +61 3 9614 0550.