6-K
Nova Minerals Corp (NVA)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,D.C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2024
CommissionFile Number 001-42132
NOVAMINERALS LIMITED
(Translation of registrant’s name into English)
Suite5, 242 Hawthorn Road,
Caulfield,Victoria 3161
Australia+61 3 9537 1238
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
☒ Form 20-F ☐ Form 40-F
NOVAMINERALS LIMITED
EXPLANATORYNOTE
On September 19, 2024, Nova Minerals Limited (the “Company”) entered into a Variation Agreement with Nebari Gold Fund 1, LP (“Nebari”) to amend certain terms of the Nebari loan facility (the “Variation Agreement”). The terms of the Variation Agreement are that, subject to shareholder approval at the Annual General Meeting of the Company to be held in November 2024, the Company will have the option (but not the obligation) to extend the repayment date of the facility by 12 months to November 29, 2026 by giving Nebari notice of its option to extend by November 29, 2024 and the conversion price of the facility will be reduced to A$0.25. In addition, the Variation Agreement provides that the financial covenant under the convertible loan facility requiring us to maintain a minimum month-end consolidated cash balance of at least US$2,000,000 was reduced to A$1,000,000 upon signing of such agreement without shareholder approval.
The foregoing description of the Variation Agreement does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of the form of such agreement, a copy of which is attached hereto as Exhibit 10.1.
Attached to this report on Form 6-K as Exhibit 99.1 is a copy of the press release of Nova Minerals Limited dated September 20, 2024, titled “Nova Minerals Limited Provides an Update on the RPM Feasibility Study and Variation to the Nebari Convertible Facility.”
This report on Form 6-K (including the exhibits hereto) shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
FinancialStatements and Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. | Description |
|---|---|
| 10.1 | Variation Agreement |
| 99.1 | Press Release, dated September 20, 2024 |
| -2- |
| --- |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NOVA MINERALS LIMITED | ||
|---|---|---|
| Date:<br> September 20, 2024 | By: | /s/ Craig Bentley |
| Name: | Craig<br> Bentley | |
| Title: | Director of Finance<br> and Compliance and Director |
| -3- |
| --- |
Exhibit10.1
VARIATIONAGREEMENT
THISAGREEMENT is made on September 19, 2024
PARTIES
NOVAMINERALS LIMITED [ACN 006 690 348] of Suite 602,566 St Kilda Roda, Melbourne, VIC, 3004 (Borrower)
NEBARIGOLD FUND 1, LP of 667 Madison Avenue, 5th Floor New York, NY 10065 (Lender)
(each a Party and together the Parties)
RECITALS
| (A) | The<br> Parties entered into a Loan Agreement dated 21 November 2022 (Loan Agreement). |
|---|---|
| (B) | The<br> Loan Agreement was subsequently varied by way of a letter waiver dated 17 June 2023 (Waiver) and by deed of variation dated<br> 6 March 2024 (First Variation). |
| (C) | The<br> Parties have agreed to vary the Loan Agreement (as amended by the Waiver and First Variation) on the terms set out in this Agreement. |
OPERATIVE PART
| 1. | DEFINITIONS |
|---|
In this Agreement, including the recitals, unless the context requires otherwise defined terms (identified with capitalised words) have the same meaning as given to them in the Loan Agreement and/or the Waiver.
| 2. | ConditionS |
|---|---|
| (a) | The<br> variations referred to in clauses 4.1 and 4.2 of this Agreement are subject to, and take effect from the date on which, the Borrower<br> obtains all necessary shareholder and regulatory approvals required to give effect to this Agreement (Effective<br> Date). The Borrower undertakes to seek the required shareholder and regulatory approvals by no<br> later than 30 November 2024 (being the final statutory date for its 2024 annual general meeting however intends to hold the annual<br> general meeting prior to this date). |
| --- | --- |
| (b) | The<br> Borrower will provide the Lender with notice of the success or failure of this condition in a timely manner. |
| (c) | In<br> the event the condition is not met, the Borrower will do all things reasonably necessary to ensure that its capacity to issue Nova<br> Shares under the Lender Conversion Right is available under the Borrower’s capacity to issue Nova Shares without shareholder<br> approval under the ASX Listing Rules. |
| 3. | WAIVER |
| --- | --- |
The Lender acknowledges that on 19 September 2024 the Borrower exercised the Waiver Right while the Borrower seeks shareholder approval to increase its placement capacity, and seeks approval for the variations set out below, to allow the conversion of the Conversion Amount in circumstances where the Borrower intends to conduct a further proposed capital raise in the USA.
| 4. | VARIATIONS |
|---|---|
| 4.1 | Expiry Date |
| --- | --- |
From the Effective Date, the Parties agree that the Borrower shall have the right (but not the obligation), which right may be exercised by the Borrower giving written notice to the Lender, prior to 29 November 2024, to extend the Maturity Date to no later than 29 November 2026.
| 4.2 | Conversion Price |
|---|
From the Effective Date, the Parties agree that the Conversion Price is amended to be A$0.25, subject to adjustments which may be made in accordance with clause 6.8, 6.9 and 6.10 of the Loan Agreement.
| 4.3 | Minimum Liquidity |
|---|
From the date of this Agreement, the minimum month-end consolidated cash balance of the Group required under clause 13.3(a) of the Loan Agreement be reduced to AU$1,000,000, such that clause 13.3(a) as amended reads as follows:
“(MinimumLiquidity) a minimum month-end consolidated cash balance of at least AU$1,000,000;”
| 5. | governing law |
|---|
This Agreement is governed by the laws of, and the Parties submit to the non-exclusive jurisdiction of, the Courts of Victoria.
| 6. | counterparts |
|---|
This document may consist of a number of counterparts and, if so, the counterparts taken together constitute one and the same instrument. A counterpart signed by a party and delivered by way of facsimile or PDF attachment to email will constitute effective execution by that party.
EXECUTED
| EXECUTED by NOVA MINERALS LIMITED [ACN 006 690 348] in accordance with section 127 of the Corporations Act: | )<br><br> <br><br><br> <br>)<br><br> <br><br><br> <br>)<br><br> <br><br><br> <br>) | |
|---|---|---|
| /s/<br> Craig Bentley | /s/<br> Ian Pamensky | |
| Signature<br> of Director | Signature<br> of Secretary | |
| Craig<br> Bentley | Ian<br> Pamensky | |
| Name<br> of Director | Name<br> of Secretary | |
| (delete<br> if/as not applicable) | ||
| EXECUTED by NEBARI GOLD FUND 1, LP, in a manner authorised by its constituent documents, in the presence of: | )<br><br> <br><br><br> <br>)<br><br> <br><br><br> <br>)<br><br> <br><br><br> <br>)<br><br> <br><br><br> <br>) | |
| --- | --- | --- |
| /s/<br> Roderick van Losenoord | /s/<br> Clark Gillam | |
| Signature of Witness | Signature of Authorised<br> Signatory | |
| Roderick<br> van Losenoord | Clark<br> Gillam | |
| Name<br> of Witness | Name<br> of Authorised Signatory |
| 2 |
| --- |
Exhibit99.1
NovaMinerals Limited Provides an Update on the RPM Feasibility Study and Variation to the Nebari Convertible Facility
Caufield, Australia, September 20, 2024 — Nova Minerals Limited (“Nova” and the “Company”) (NASDAQ: NVA) (ASX: NVA) (FRA: QM3), a gold and critical minerals exploration stage company focused on advancing the Estelle Gold Project in Alaska, U.S.A., is pleased to advise the Company has executed a variation agreement with its largest institutional shareholder and convertible note holder Nebari Gold Fund 1, LP (Nebari) to reduce the month end cash covenant required under the previously announced loan agreement dated 21 November 2022 from US$2m to A$1m, and with the option to extend the convertible facility for a further 12 months out to 29 November 2026. In addition to the recent US NASDAQ listing, the freeing up of this additional ~A$2m gives the Company the ability to accelerate the RPM early start up option to a Feasibility Study (FS) for delivery in 2025 by undertaking internal optimization studies aimed to investigate how it can potentially generate as much early cashflow as possible to organically fund the Company’s expansion plans across the Estelle Project. It also gives the Company the ability to continue its advanced discussions with the US Dept. of Defense (DoD) in relation to potentially establishing a starter antimony operation at Stibium in parallel.
Further details in respect to the variations of the Nebari convertible facility agreement are set out below.
Nova CEO, Mr Christopher Gerteisen commented: “It is a pleasure to work with Nebari, our largest institutional shareholder and note holder, who have shown strong support and indicated an unwavering commitment towards advancing the project through to production. We are certainly both aligned with the current fast track RPM FS completion strategy aimed at achieving production as soon as possible. Working together we have now freed up more than US$1.3m in cash to strengthen our financial position to facilitate this effort to deliver a lower capex, high margin, scale-able project focused initially on development of the RPM gold deposit to generate free cash flow as soon as possible to enable future growth across the larger Estelle Project area. With the continued support of Nebari, and all of our shareholders, we will work together for the ongoing progress and success of the Company as we continue to advance on our path towards commercial production.”
Nebari Senior Managing Director, Mr Roderik van Losenoord adds: “We are very pleased to be supporting Nova and its Estelle Project, as the company explores routes to develop RPM. Support and partnership is what the Nebari-lending relationship with our borrowers is all about.”
With an already defined multi-million ounce gold resource across 4 deposits, the Estelle Project has development optionality in terms of initial project size and scale. The PFS currently underway is considering a strategy to achieve production with a scalable operation, subject to market conditions and strategic partners, by;
| 1. | Establishing an initial lower capex smaller scale operation at the high-grade RPM deposit for potential near term cashflow at high margins to self-fund expansion plans; and/or |
|---|---|
| 2. | Develop the higher capex larger mining operation with increased gold production, cash flow, and mine life, which is of interest to potential future large gold company strategic partners. |
| 3. | With China announcing export restrictions on antimony, the Stibium Antimony-Gold Prospect is being advanced and investigated as an additional small scale, stand-alone, quick start up cash flow opportunity, with potential US Dept. of Defense (DoD) support. |
NebariConvertible Note Variation
| 1. | Nebari<br> Gold Fund 1, LP continues to hold all its equity and remains a top 20 supporting shareholder. Nebari also continues to be a potential<br> future funding partner for the lower capex, higher margin RPM project development currently going through PFS. |
|---|---|
| 2. | The<br> variation agreement allows Nova an additional ~A$2m in free cashflow to further advance the project, with the minimum month-end<br> consolidated cash balance of the Group required under the current loan agreement being reduced from US$2m to A$1m. |
| 3. | The<br> variation agreement allows Nova to extend the term of the convertible facility by written notification prior to 29 November 2024,<br> by an additional 12 months to 29 November 2026, at its option, subject to shareholder approval. |
| --- | --- |
| 4. | In<br> return for Nebari’s support in reducing the month end cash covenant and providing Nova with the option to extend the convertible<br> facility for an additional 12 months, Nova has agreed to amend the conversion price from A$0.53 to A$0.25, subject to shareholder<br> approval. |
AboutNova Minerals Limited
Nova Minerals Limited is a Gold, Antimony and Critical Minerals exploration and development company focused on advancing the Estelle Project, comprised of 514 km^2^ of State of Alaska mining claims, which contains multiple mining complexes across a 35 km long mineralized corridor of over 20 advanced Gold and Antimony prospects, including two already defined multi-million ounce resources, and several drill ready Antimony prospects with massive outcropping stibnite vein systems observed at surface. The 85% owned project is located 150 km northwest of Anchorage, Alaska, USA, in the prolific Tintina Gold Belt, a province which hosts a >220 million ounce (Moz) documented gold endowment and some of the world’s largest gold mines and discoveries including, Barrick’s Donlin Creek Gold Project and Kinross Gold Corporation’s Fort Knox Gold Mine. The belt also hosts significant Antimony deposits and was a historical North American Antimony producer.
Further discussion and analysis of the Estelle Gold Project is available through the interactive Vrify 3D animations presentations and videos all available on the Company’s website.
www.novaminerals.com.au
Forward-LookingStatements
Certain statements made in this announcement are forward-looking statements including with respect to the creation of a trading market for ADSs representing the Ordinary Shares in the United States. These forward-looking statements are not historical facts but rather are based on the Company’s current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company’s control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including if the Company’s registration statement is not declared effective by the SEC. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.
ForAdditional Information Please Contact
Craig Bentley
Director of Finance & Compliance & Investor Relations
M: +61 414 714 196