UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

Commission File Number: 001-42132

NOVA MINERALS CORP

Exact name of registrant as specified in its charter

6312 South Fiddlers Green, Suite 300E

Greenwood Village, CO 80111

(Address of principal executive offices)

Registrant’s telephone number, including area code: (720) 550-4223

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is required to file reports pursuant to Section 13 or 15(d) of the Act. ☒ Yes ☐ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No

The aggregate market value of the registrant’s common stock held by non-affiliates as of December 31, 2025 was approximately $222,725,375. The aggregate market value is based on a closing price of $6.11 of the American Depositary Shares of Nova Minerals Limited because, following the Redomiciliation (as defined below), one American Depositary Share was exchanged for one share of common stock. The calculation of the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant excludes shares of common stock held by each officer, director and stockholder that the registrant concluded were affiliates on that date. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of shares of the registrant’s common stock outstanding as of September 30, 2026 was 38,194,368.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement relating to its 2026 annual meeting of stockholders, to be filed within 120 days after the end of the fiscal year ended June 30, 2026, are incorporated by reference into Part III of this Annual Report on Form 10-K.

NOVA MINERALS CORP

Annual Report on Form 10-K

TABLE OF CONTENTS

Cautionary Statement Regarding Forward-Looking Statements

This Annual Report on Form 10-K for the fiscal year ended June 30, 2026 (“Annual Report”) contains forward-looking statements within the meaning of applicable U.S. federal securities laws. Forward-looking statements include, among other things, statements regarding our plans, objectives, expectations, strategies and intentions; exploration, drilling and development activities and results; the potential development, construction and operation of the Estelle Project (as defined herein); potential mineral resources and reserves; anticipated costs, expenditures and financing requirements; our ability to obtain additional financing; future production and revenues; commodity prices; permitting and regulatory matters; infrastructure and supply availability; potential acquisitions, joint ventures and strategic initiatives; and our expectations regarding our financial condition, results of operations and future business prospects.

Forward-looking statements may be identified by words such as “anticipate,” “believe,” “could,” “expect,” “intend,” “may,” “plan,” “potential,” “seek,” “should,” “will,” “would,” and similar expressions, although not all forward-looking statements contain these words. These statements are based on our current expectations, assumptions, estimates and projections and are not guarantees of future performance.

Forward-looking statements are subject to significant risks and uncertainties, many of which are beyond our control. These risks and uncertainties include, among others:

These statements involve known and unknown risks, uncertainties, assumptions and other factors which may cause our actual results, performance or achievements to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. See our other reports filed with the U.S. Securities and Exchange Commission (the “SEC”) for more information about these and other risks. You are cautioned against attributing undue certainty to forward-looking statements. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Although these forward-looking statements were based on assumptions that we believe are reasonable when made, you are cautioned that forward-looking statements are not guarantees of future performance and that actual results, performance or achievements may differ materially from those made in or suggested by the forward-looking statements contained in this Annual Report. In addition, even if our results, performance, or achievements are consistent with the forward-looking statements contained in this Annual Report, those results, performance or achievements may not be indicative of results, performance or achievements in subsequent periods. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statements made in this Annual Report speak only as of the date of those statements, and we undertake no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, see the Risk Factors and the Summary of Risk Factors in Item 1A. Risk Factors of this Annual Report.

Unless the context otherwise indicates, the terms “we,” “us,” “our,” “Nova” and the “Company” refer to Nova Minerals Corp and its consolidated subsidiaries on and after the effective date of the Redomiciliation (as defined below) and to Nova Minerals Limited (formerly known as Quantum Resources Limited) and its consolidated subsidiaries prior to the effective date of the Redomiciliation.

Risk Factors Summary

Our business is subject to numerous risks and uncertainties, discussed in more detail below. These risks include, among others, the following key risks:

Risks Related to our Business

Risks and uncertainties related to our business include, but are not limited to, the following:

Risks Related to our Securities

Risks and uncertainties related to our securities include, but are not limited to, the following:

PART I

ITEM 1. BUSINESS

Overview

Nova Minerals Corp was incorporated in the State of Nevada on February 17, 2026. The Company was incorporated for the purpose of effecting the re-domiciliation of Nova Minerals Limited, an Australian company incorporated in Australia in January 1987, to the United States pursuant to a Scheme of Arrangement which became effective on June 16, 2026 (the “Redomiciliation”). Following completion of the Scheme of Arrangement, Nova Minerals Limited became a wholly-owned subsidiary of Nova Minerals Corp, and Nova Minerals Corp became the parent company of the Nova Minerals group. The Company also maintained its dual U.S. and Australian stock exchange listings. Shares of its common stock and warrants to purchase shares of its common stock are listed on the NYSE American LLC (“NYSE American”) under the symbols “NVA” and “NVAWS” respectively. The Company’s CHESS Depositary Interests (“CDIs”) are listed on the Australian Securities Exchange (“ASX”) under the symbol “NVA”.

Nova is a gold, antimony, and critical minerals exploration stage company which is focused on the exploration and development of its 85% owned flagship Estelle Gold and Critical Minerals Project (“Estelle Project”, “Estelle,” or “Project”) in Alaska. The Estelle Project comprises 803 State of Alaska mining claims covering approximately 127,102 acres (514km2) and is subject to a 2% net smelter royalty payable to AK Minerals.

The Project is located approximately 150km northwest of Anchorage, Alaska, in Alaska’s prolific Tintina Gold Belt, a province which hosts a 220 million ounce (Moz) documented gold endowment and some of the world’s largest producing gold mines, including Kinross Gold Corporation’s Fort Knox Gold Mine. The belt also hosts significant antimony deposits and was a historical North American antimony producer.

Nova’s vision is to concurrently develop the Estelle Project to become a world class, tier-one, global gold producer, and to secure a U.S. domestic supply chain for the strategic critical mineral antimony, from mining to a refined product.

The Project encompasses multiple mineralized areas along a corridor extending approximately 35 kilometers and includes more than 20 identified advanced-stage gold prospects. Mineral resources have been estimated for four deposits within the Project, with a combined S-K 1300-compliant mineral resource of approximately 5.17 million ounces (“Moz”) of gold, comprising 0.18 Moz Measured, 2.54 Moz Indicated and 2.45 Moz Inferred. Based on the Company’s 85% interest in the Project, its attributable share of these mineral resources is approximately 4.41 Moz of gold, comprising 0.16 Moz Measured, 2.22 Moz Indicated and 2.03 Moz Inferred. 

The Company has also identified occurrences of antimony and other critical minerals associated with gold mineralization through surface sampling at multiple prospects within the Project area. Two of these prospects were drill tested during 2026, and assay results from that drilling were still pending as of the date of this Annual Report. No mineral resource estimate has been established or reported for antimony or any other critical minerals at the Estelle Project to date.

Figure 1: The Estelle Project contains the dual assets gold and antimony within the one U.S. project

In October 2025, the Company’s wholly owned U.S. subsidiary, Alaska Range Resources, LLC, received a US$43.4 million award under Title III of the U.S. Defense Production Act to advance the development of a pilot-scale antimony processing facility in Alaska capable of producing military-grade antimony trisulfide.

Following receipt of the award, the Company has advanced its plans to develop a secure, vertically integrated, domestic antimony supply chain, in Alaska. As of the date of this Annual Report, approximately 500 tons of equipment has been delivered to Port MacKenzie, over 100 tons of antimony-bearing material has been stockpiled from bulk sampling activities, permitted industrial zoned land has been secured, and supporting infrastructure has been established, with first antimony production from the pilot-scale processing plant targeted in 2027. The Company has also continued to engage with federal, state and local government agencies regarding the development of its planned commercial-scale antimony supply chain.

Figure 2: Nova’s proposed secure, vertically integrated, U.S. domestic antimony supply chain in Alaska

Redomiciliation

On June 16, 2026, Nova Minerals Corp completed its redomiciliation from Australia to the United States pursuant to a Scheme of Arrangement under Australian law. The Scheme of Arrangement had been approved by Nova Minerals Limited’s shareholders and warrantholders on May 29, 2026 and by the Supreme Court of New South Wales on June 2, 2026. As a result of the Redomiciliation, Nova Minerals Corp, a Nevada corporation, became the ultimate parent company of the Nova Minerals group, and Nova Minerals Limited became a wholly owned subsidiary of Nova Minerals Corp.

Prior to the Redomiciliation, Nova Minerals Limited’s common shares were listed on the ASX and its American Depositary Shares (“ADSs”) were listed on Nasdaq, with each ADS representing 12 ordinary shares of Nova Minerals Limited. In connection with the Redomiciliation:

Following completion of the Redomiciliation, Nova Minerals Corp’s common stock and listed warrants commenced trading on the NYSE American on June 17, 2026 under the symbols “NVA” and “NVAWS,” respectively, while the Company’s CDIs commenced trading on the ASX under the symbol “NVA.” The Redomiciliation did not result in a change in the Company’s underlying business, mineral exploration and development activities, management or strategic objectives. The transaction primarily resulted in changes to the Company’s corporate structure, jurisdiction of incorporation, capital structure and reporting requirements.

Recent Corporate Developments

Key recent developments include:

The timing and scope of future exploration, development, infrastructure and processing activities remain subject to exploration results, technical studies, permitting and regulatory approvals, available funding, construction and procurement schedules, and other risks and uncertainties. For more information, see Item 1A “Risk Factors.”

Principal Products, Revenues and Market Overview

Revenues

During the fiscal years ended June 30, 2026 and 2025, the Company generated no production related revenues as the Estelle Project is currently in the exploration stage. We do not expect to generate revenues from gold sales until the Estelle Project is developed and commercial mining commences. While we are targeting initial production of military grade antimony trisulfide in 2027, this production is initially pilot scale in nature to meet the requirements of the U.S. Department of War (“DoW”) award, and is not expected to generate material revenues during the fiscal year ended June 30, 2027.

Gold

Gold is a precious metal used primarily in jewelry and investment products and also in a variety of industrial and commercial applications. Gold recovered from mineralized material generally requires processing to separate and concentrate the gold and may ultimately be sold in the form of doré or other gold-bearing products to refiners and other participants in the precious metals market.

The ore we expect to mine from the Estelle Project in Alaska contains gold, antimony and other critical minerals. The Company expects that gold recovered from the Estelle Project may be processed into doré or other saleable gold-bearing products, depending on the Company’s processing methods and the characteristics of the ore. The Company may also recover antimony and other minerals as separate saleable products or by-products. The Company’s ability to produce and sell gold will depend on the successful exploration, development, permitting, construction and operation of the Estelle Project and the Company’s ability to establish economically recoverable mineral resources and reserves.

Antimony

Antimony is included on the U.S. Government’s critical minerals lists. Antimony ore is mined from the ground in the form of stibnite. The Company expects to process the ore to remove impurities, refine particle size, and improve recoveries in order to produce saleable antimony products. Finished products, including antimony trisulfide, antimony trioxide, and antimony metal ingots, may be sold to customers across a range of industrial applications, as well as government agencies.

Antimony trisulfide is used as a primer for ammunition and in other applications. Antimony trioxide is used to form a flame-retardant system for plastics, rubber, fiberglass, textile goods, paints, coatings, and paper, as a color fastener in paint, and as a phosphorescent agent in fluorescent light bulbs. Antimony metal ingots are used in bearings, storage batteries, and ordnance. Initially, the Company will be focused on producing antimony trisulfide to meet the terms of the DoW award discussed below. As the Company moves into additional phases of production, it may explore other saleable products in addition to antimony trisulfide, including antimony trioxide and antimony metal ingots.

In October 2025, our wholly-owned subsidiary, Alaska Range Resources, LLC, was awarded $43.4 million in Defense Production Act Title III funding by the DoW to produce antimony trisulfide at its Estelle Project. The 24-month firm fixed-price project sub-agreement will help enable the Company to accelerate development of a fully integrated U.S. antimony supply chain to extract, concentrate, and refine stibnite to produce military grade antimony trisulfide to assist in meeting the U.S. defense industrial base demands. The funding is through the DoW Manufacturing Capability Expansion & Investment Prioritization directorate’s Defense Production Act Purchases office and awarded through the Defense Industrial Base Consortium Other Transaction Agreement. The DoW award may be modified or terminated, in part or whole, and adjusted as needed by the U.S. government.

Competition

The mineral exploration and mining industry is highly competitive. The Company competes with other mineral exploration and mining companies for mineral properties, exploration opportunities, financing, personnel, equipment, contractors and other resources necessary to explore and develop mineral properties. The Company also competes with other companies for government funding and other forms of financial and strategic support.

The Company’s ability to successfully develop the Estelle Project will depend, in part, on its ability to obtain adequate financing, retain and attract qualified technical and management personnel, secure necessary equipment and services, obtain required permits and approvals and develop commercially viable processing and production capabilities. The Company may also face competition from other sources of gold and antimony supply.

The Company believes that the location, scale and mineral potential of the Estelle Project, together with its exploration results and the Company’s plans for an integrated gold and antimony development, provide opportunities for the Company to compete in the markets in which it operates. However, there can be no assurance that the Company will be successful in competing with current or future competitors.

Government Regulation

Our exploration and potential future mining activities at the Estelle Project are subject to extensive federal, state and local laws, regulations, permits and other governmental authorizations relating to mineral exploration, mine development, environmental protection, water use, air quality, waste management, reclamation, fish and wildlife, cultural resources, land use and other matters. The regulatory framework applicable to the Estelle Project may change over time, and changes in applicable laws, regulations, permit requirements or their interpretation or enforcement could increase the cost or timing of our activities or otherwise adversely affect the Estelle Project.

The Estelle Project is located on State of Alaska public lands and is subject to the laws and regulations of the State of Alaska governing mineral exploration and development. Exploration and mining activities are conducted under the Application for Permits to Mine in Alaska (“APMA”) regulatory framework and are subject to requirements administered by various state agencies, including the Alaska Department of Natural Resources (“DNR”) and the Alaska Department of Environmental Conservation (“ADEC”), as well as other applicable federal and state agencies.

The Company has obtained permits and authorizations necessary to conduct its current exploration activities and operate its existing exploration camp and associated facilities. The Estelle Project’s existing exploration-related authorizations include permits and authorizations administered through the APMA process relating to hard-rock exploration, water use, fish habitat and fish passage, and camp operations. These permits and authorizations are subject to applicable terms and conditions, including environmental protection and reclamation requirements.

Future development of a mine and processing facilities at the Estelle Project would require additional permits, approvals and authorizations. These may include approvals relating to a mine plan and reclamation plan, reclamation financial assurance, air quality, wastewater and stormwater discharges, solid waste and tailings management, water rights or temporary water use, wetlands, fish habitat and passage, rights-of-way and other infrastructure, cultural resources, dam safety and other applicable federal, state and local requirements. The specific permits required will depend on the final Project design and development plan.

Environmental requirements applicable to the Project include requirements relating to water quality, air quality, wetlands and aquatic resources, fish and wildlife, hazardous and solid waste, cultural resources, reclamation and closure. Environmental baseline studies relating to hydrology and water quality, aquatic resources, air quality, fish habitat and other environmental matters are important components of the permitting and development process, and the Company has made substantial progress toward completing these baseline environmental studies. Additional environmental studies and monitoring may be required as the Estelle Project advances.

Reclamation and closure obligations may require the Company to reclaim, remediate or otherwise restore areas affected by its activities. The State of Alaska may require financial assurance for reclamation and, depending on the facilities and activities ultimately developed, financial assurance may also be required under applicable environmental permits. Reclamation requirements and associated costs may change as the Estelle Project design develops and as applicable laws and regulations change.

Failure to obtain, maintain or comply with required permits and authorizations could result in delays, additional expenditures, enforcement actions, penalties, suspension of activities or other adverse consequences. In addition, future changes in environmental, mining, land-use, reclamation or other regulatory requirements could materially increase the costs or timing associated with exploration, development, construction or potential future operations at the Estelle Project.

Human Capital Resources

As of June 30, 2026, the Company had two employees and approximately 65 contractors and consultants. The Company’s workforce includes personnel involved in corporate management, finance, exploration, geology, and other functions.

The Company relies on a combination of employees, independent contractors and specialized consultants to conduct its exploration and development activities. The Company’s ability to successfully execute its business strategy depends in part on its ability to attract, retain and motivate qualified personnel with experience in mineral exploration, mining, metallurgy, engineering, project development, finance and U.S. securities and financial reporting requirements.

The Company competes with other mining and natural resources companies for qualified personnel, particularly personnel with specialized technical and operational experience. The Company expects to expand its workforce and engage additional contractors and consultants as its exploration, development and potential production activities progress.

Intellectual Property

As of June 30, 2026, we hold no material patents, licenses, or other intellectual property.

Available Information

The Company’s mailing address is 6312 South Fiddlers Green, Suite 300E Greenwood Village, CO 80111. Our telephone number is (720) 550-4223. Our website is www.novamineralscorp.com. We use our website as a channel for routine distribution of important information, including news releases, investor presentations and financial information. We also make available, free of charge on our website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), as soon as reasonably practicable after we electronically file these documents with, or furnish them to, the SEC. In addition, we also make publicly available, free of charge, our corporate governance information (including our Code of Business Conduct & Ethics). A link to the SEC filings is available by selecting “Investors” then “Investor Centre” and corporate governance materials are available by selecting “Company” then “Corporate Governance.” The information on the Company’s website is included as an inactive textual reference only and is not a part of, or incorporated by reference in, this Annual Report.

The SEC maintains a website at www.sec.gov that also contains annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy and information statements and other information regarding Nova and other issuers that file electronically with the SEC.

Paper copies of the above referenced information will be furnished to any stockholder upon request, free of charge, by calling (720) 550-4223 or by written request to our mailing address referenced above.

ITEM 1A. RISK FACTORS

Risks Related to our Business

Our mineral reserves may be significantly lower than expected.

We are in the exploration stage and our planned principal operations have not commenced. There is currently no commercial production at our Estelle Project. We have completed a technical report summary for our gold mineral resource in compliance with the SEC’s S-K 1300 disclosure rules. We have produced an Initial Assessment on a very small area which includes the four current gold resource deposits on the Estelle Project to both JORC and S-K 1300 standards. Although we have commenced the requisite studies necessary to prepare and complete a Pre-Feasibility Study (“PFS”) for our gold assets on the Project, such formal PFS has not yet been completed and is not expected to be completed until we complete additional drilling and any additional requisite studies deemed necessary by our experts. As such, our estimated proven or probable gold mineral reserves, expected mine life and project economics cannot be determined as the exploration programs, additional drilling, economic assessments and requisite initial studies and pit (or mine) design optimizations have not yet been completed, and the actual mineral reserves may be significantly lower than expected. In addition, we have not yet completed the requisite drilling to establish a mineral resource estimate for antimony or other critical minerals at Estelle. You should not rely on the technical reports, preliminary economic assessments, pre-feasibility or feasibility studies, if and when completed and published, as indications that we will have successful commercial operations in the future. Even if we prove reserves on our property, we cannot guarantee that we will be able to develop and market them, or that such production will be profitable.

The estimation of mineral reserves is not an exact science and depends upon a number of subjective factors. Any measured, indicated and inferred resource figures presented in this Annual Report are estimates from the written reports of technical personnel and mining consultants who were contracted to assess the mining prospects. Resource estimates are a function of geological and engineering analyses that require us to forecast production costs, recoveries, and metals prices. The accuracy of such estimates depends on the quality of available data and of engineering and geological interpretation, judgment, and experience. Estimated inferred mineral resources may not be upgraded to indicated or measured or to probable or proved reserves, and any reserves may not be realized in actual production and our operating results may be negatively affected by inaccurate estimates.

Our Estelle Project only has estimated measured, indicated and inferred resources identified for gold, and there are no known reserves on our property. In addition, we have not completed the requisite drilling to establish a MRE for antimony and other critical minerals at Estelle. There is no assurance that we can establish the existence of any mineral reserve on our property in commercially exploitable quantities. Until we can do so, we cannot earn any revenues from this property and if we do not do so we will lose all the funds we expend on exploration. If we do not discover any mineral reserve in a commercially exploitable quantity, the exploration component of our business could fail, which could have a material adverse effect on our financial condition and results of operations.

We have not established that the Estelle Project contains any mineral reserve according to recognized reserve guidelines, nor can there be any assurance that we will be able to do so. A mineral reserve is defined by the SEC in S-K 1300 as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. In addition, we have not yet completed the requisite drilling to establish a mineral resource estimate for antimony or other critical minerals at the Estelle Project. There is a probability that our mineral property does not contain any “reserves” and any funds that we spend on exploration could be lost. Even if we do eventually discover mineral reserves on our property, there can be no assurance that they can be commercially mined. Both mineral exploration and development involve a high degree of risk and few mineral properties which are explored are ultimately developed into commercially producing mines.

The commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade and other attributes of the mineral deposit, the proximity of the mineral deposit to infrastructure such as a processing plant, roads and a point for shipping, government regulation and market prices. Most of these factors will be beyond our control, and any of them could increase costs and make extraction of any identified mineral deposit unprofitable.

We have no history of producing metals from our Estelle Project and there can be no assurance that we will successfully establish commercial mining operations or profitably produce precious metals, antimony or critical minerals.

We have no history of producing metals from the Estelle Project. At present we do not produce gold, antimony or other critical minerals and do not currently generate revenues. While we seek to move our Estelle Project into production, such efforts will be subject to all the risks associated with establishing new mining operations and business enterprises, including:

The costs, timing and complexities of mine construction and development may be increased by the remote location of our Estelle Project. It is common in new mining operations to experience unexpected problems and delays during construction, development and mine commissioning. In addition, our management team and labor force will need to be expanded. This could result in delays in the commencement of mineral production and increased costs of production. Accordingly, we cannot assure you that our activities will result in profitable commercial mining operations or that we will successfully establish mining operations.

Any material changes in mineral resource estimates and grades of mineralization will affect the economic viability of placing our Estelle Project into production and the related return on capital.

As we have not completed pre-feasibility or feasibility studies on our Estelle Project and have not commenced commercial production, mineralization resource estimates may require adjustments or downward revisions. In addition, the grade of ore ultimately mined, if any, may differ from that indicated by our pre-feasibility or feasibility studies and drill results. Minerals recovered in small scale tests may not be duplicated in large scale tests under on-site conditions or in production scale.

The resource estimates that are contained in this Annual Report or that we may calculate in the future, have, or will have, been determined based on assumed future prices, cut-off grades and operating costs that may prove to be inaccurate. Any material reductions in estimates of mineralization, or of our ability to extract this mineralization, could have a material adverse effect on our share price and the value of our Estelle Project.

The profitability of our operations, and the cash flows generated by our operations, are affected by changes in the market price for gold, antimony and other critical materials, all of which in the past have fluctuated widely.

We expect that our revenues and cash flows will primarily come from future sales of gold, antimony and potentially other critical materials if we enter commercial mining. Historically, the market prices for each of gold, antimony and other critical minerals have fluctuated widely and have been affected by numerous factors over which we have no control, including:

In addition, the current demand for, and supply of, gold affects the price of gold, but not necessarily in the same manner as current demand and supply affects the prices of other commodities. Historically, gold has tended to retain its value in relative terms against basic goods in times of inflation and monetary crisis. As a result, central banks, financial institutions, and individuals tend to hold large amounts of gold as a store of value, and production in any given year constitutes a very small portion of the total potential supply of gold. Since the potential supply of gold is largely relative to mine production in any given year, normal variations in current production will not necessarily have a significant effect on the supply of gold or its price.

If gold and/or antimony prices should fall below and remain below our cost of production for any sustained period, we may experience losses and may be forced to curtail or suspend some or all our mining operations. In addition, we would also have to assess the economic impact of low prices on our ability to recover any losses we may incur during such period and on our ability to maintain adequate reserves.

Our success largely depends on the exploration, development, construction and operation of the Estelle Project, an exploration stage project.

At present, our only mineral property is the interest that we hold in the Estelle Project, which is in the exploration stage. Unless we acquire or develop additional mineral properties, we will be solely dependent upon this property and our future success will be largely driven by our ability to explore and develop the Estelle Project successfully, including the results of such exploration and development efforts. If no additional mineral properties are acquired by us, any adverse development affecting our operations and further exploration or development of the Estelle Project may have a material adverse effect on our financial condition and results of operations.

We do not currently operate any mines. In addition, the development of our Estelle Project into a commercially producing mine is highly speculative in nature, may be unsuccessful and may never result in the development of a commercially producing mine.

The Estelle Project is in the exploration stage and is without identified mineral reserves. We do not have any interest in any commercially producing mining operations or mines in development.

Mineral exploration and mine development are highly speculative in nature, involve many uncertainties and risks and are frequently unsuccessful. Mineral exploration is performed to demonstrate the dimensions, position and mineral characteristics of mineral deposits, estimate mineral resources, assess amenability of the deposit to mining and processing scenarios and estimate potential deposit size. Once mineralization is discovered, it may take a number of years from the initial exploration phases before mineral development and production is possible, during which time the potential feasibility of the project may change adversely.

Mineralization may not be economic to mine. A significant number of years, several studies, and substantial expenditures are typically required to establish economic mineralization in the form of proven mineral reserves and probable mineral reserves, to determine processes to extract the metals and, if required, to construct mining, processing, and tailing facilities and obtain the rights to the land and the resources (including capital) required to develop the mining operation.

In addition, if we discover mineralization that becomes a mineral reserve, it could take up to a decade or more from the initial phases of exploration until production is possible. During this time, the economic feasibility of production may change. As a result of these uncertainties, we may not be able to successfully develop a commercially viable producing mine.

In addition, whether developing a producing mine is economically feasible will depend upon numerous additional factors, most of which are beyond our control, including the availability and cost of required development capital and labor, movement in the price of commodities, securing and maintaining title to mineral and other property rights as well as obtaining all necessary consents, permits and approvals for the development of the mine. The economic feasibility of development projects is based upon many factors, including the accuracy of mineral resource and mineral reserve estimates; metallurgical recoveries; capital and operating costs; government regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting and environmental protection; and metal prices, which are highly volatile. Development projects are also subject to the successful completion of feasibility studies, issuance of necessary governmental permits and availability of adequate financing. Any of these factors may result in us being unable to successfully develop a commercially viable operating mine.

Resource exploration and development is a high risk, speculative business.

While the discovery of an ore body may result in substantial rewards, few mineral properties which are explored are ultimately developed into producing mines. Most exploration projects do not result in the discovery of commercially mineable deposits. Resource exploration and development is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits that, though present, are insufficient in quantity or quality to return a profit from production. The marketability of minerals acquired or discovered by us may be affected by numerous factors which are beyond our control and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to allowable production, importing and exporting of minerals, and environmental protection, the combination of which factors may result in our not receiving an adequate return of investment capital.

There is no assurance that our mineral exploration and development activities will result in any discoveries of commercial bodies of ore. The long-term profitability of our operations will in part be directly related to the costs and success of our exploration programs, which may be affected by a number of factors. Substantial expenditures are required to establish reserves through drilling and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis.

Additionally, significant capital investment is required to discover commercial ore and to commercialize production from successful exploration effort and maintain mineral concessions and other rights through payment of applicable taxes, advance royalties and other fees. The commercial viability of a mineral deposit is dependent on a number of factors, including, among others: (i) deposit attributes such as size, grade and proximity to infrastructure; (ii) current and future metal prices; and (iii) governmental regulations, including those relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and necessary supplies and environmental protection. The complete impact of these factors, either alone or in combination, cannot be entirely predicted and their impact may result in our not achieving an adequate return on invested capital.

There is no certainty that the expenditures made by us towards the search for and evaluation of mineral deposits will result in discoveries of commercial quantities of ore.

Mineral resource estimates are based on interpretation and assumptions and could be inaccurate or yield less mineral production under actual conditions than is currently estimated. Any material changes in these estimates could affect the economic viability of the Estelle Project, our financial condition and ability to be profitable.

The estimates for mineral resources contained herein are estimates only and no assurance can be given that the anticipated tonnages and grades will be achieved. There are numerous uncertainties inherent in estimating mineral resources, including many factors beyond our control. Such estimation is a subjective process, and the accuracy of any mineral resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. In addition, there can be no assurance that gold and antimony recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production, if any. If our actual mineral resources are less than current estimates or if we fail to develop our mineral resource base through the realization of identified mineralized potential, our results of operations or financial condition may be materially and adversely affected. Evaluation of mineral resources occurs from time to time, and they may change depending on further geological interpretation, drilling results and metal prices. The category of inferred mineral resource is often the least reliable mineral resource category and is subject to the most variability. We regularly evaluate our mineral resources and consider the merits of increasing the reliability of our overall mineral resources.

We may not be able to obtain all required permits and licenses to place our Estelle Project into future production.

We may not be able to obtain all required permits and licenses to develop, construct and place our Estelle Project into commercial production. Our future operations may require permits from various governmental authorities and will be governed by laws and regulations governing prospecting, development, mining, production, export, taxes, labor standards, occupational health, waste disposal, land use, environmental protections, mine safety and other matters. There can be no guarantee that we will be able to obtain all necessary licenses, permits and approvals that may be required to undertake exploration activity or commence construction or operation of mine and processing facilities at the Estelle Project. Additionally, there can be no assurance that all permits and licenses we may require for future exploration or possible future development will be obtainable at all or on reasonable terms.

Mining and exploration activities are also subject to various laws and regulations relating to the protection of the environment. Although we believe that our exploration activities are currently carried out in accordance with all of the applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner that could limit or curtail the production or development of the Estelle Project. Amendments to current laws and regulations governing our operations and activities or a more stringent implementation thereof could have a material adverse effect on our business, financial condition and results of operations.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, the installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of mining activities and may be subject to civil or criminal fines or penalties for violations of applicable laws or regulations.

Amendments to current laws, regulations and permits governing operations and activities of mining companies, or a more stringent implementation thereof, could have a material adverse impact on us and cause increases in exploration expenses, capital expenditures or production costs, reduction in the levels of production at producing properties, or abandonment or delays in development of new mining properties.

We may fail to adhere to annual claims renewal and rents submissions.

We need to adhere to annual claims renewal and rents, per the requirements of Alaska Statute 27.10.160 (“Affidavit of Labor or Improvements”). Within 90 days after September 1 of each year the owner of a mining claim, or some other person having knowledge of the facts, shall make and record with the recorder for the district in which the claim is located an affidavit showing the performance of labor or the making of improvements.

We have historically experienced negative cash flows from operating activities.

We have historically experienced negative cash flow from operating activities. We expect that we will need additional capital to fund anticipated negative cash flows from operating activities in future periods. Given that we have no operating revenues, and do not anticipate generating operating revenues for the foreseeable future, we expect that expenditures to fund operating activities will be provided by debt or equity financings. There is no assurance that future debt or equity financings can be completed on acceptable terms or at all, and our failure to raise capital when needed could limit our ability to continue our operations in the future.

We have no history of earnings or mineral production, and there are currently no known commercial quantities of mineral reserves on the Estelle Project.

We have no history of earnings or mineral production and may never engage in mineral production. There are currently no known commercial quantities of mineral reserves on the Estelle Project. Development of the Estelle Project and any other projects we may acquire in the future will only follow upon obtaining satisfactory results of further exploration work and geological and other studies. Exploration and the development of natural resources involve a high degree of risk and few properties which are explored are ultimately developed into producing properties. There is no assurance that our exploration and development activities will result in any discoveries of commercial bodies of ore. The long-term profitability of our operations will be in part directly related to the cost and success of our exploration programs, which may be affected by a number of factors. Even if commercial quantities of minerals are discovered, the Estelle Project may not be brought into a state of commercial production. The commercial viability of a mineral deposit once discovered is also dependent on various factors, including particulars of the deposit itself, proximity to infrastructure, metal prices, and availability of power and water to permit development.

Further, we are subject to many risks common to mineral exploration companies, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and the lack of revenues. There is no assurance we will be successful in achieving a return on stockholders’ investment and the likelihood of success must be considered in light of its early-stage operations.

We will require additional financing to fund exploration and, if warranted, development, construction and production. Failure to obtain additional financing could have a material adverse effect on our financial condition and results of operations and could cast uncertainty on our ability to continue our operations in the future.

We have no history of earnings, and, due to the nature of our business, there can be no assurance that we will be profitable. We have paid no dividends on our common stock, CDIs or any of our other securities since our incorporation and do not anticipate doing so in the foreseeable future.

Even if the results of exploration are encouraging, we may not have sufficient funds to conduct the further exploration that may be necessary to determine whether or not a commercially minable deposit exists on any portion of the Estelle Project. While we may generate additional working capital through further equity offerings, there is no assurance that any such funds will be available on acceptable terms, or at all. If available, future equity financing may result in substantial dilution to stockholders. At present it is impossible to determine what amounts of additional funds, if any, may be required.

While we have received a grant from the U.S. Department of War (“DoW”) to advance the development of a pilot-scale antimony processing facility in Alaska capable of producing military-grade antimony trisulfide, there is no guarantee that we will receive further grants, other governmental support, or funding for our potential commercial sized antimony development strategy. Failure to obtain such additional funding could have a material adverse effect on our ability to develop a commercial scale antimony mining and processing facility.

One of our potential growth strategies is the development of a secure, vertical, fully integrated U.S. domestic antimony supply chain in Alaska Currently we have received a US$43.4 million award from the DoW to advance the development of a pilot-scale antimony processing facility in Alaska capable of producing military-grade antimony trisulfide for the DoW. We believe that with China imposing export restrictions on antimony, and the desire for the U.S. to establish a domestic supply chain for the critical mineral, there is an opportunity to receive further grants or funding from the DoW or other U.S. government departments to support the potential development of a commercial scale antimony mining and processing facility at our property. Development of the antimony project could potentially provide a pathway for early cashflow which could provide the necessary funding for our gold project as well. However, currently we do not have a defined mineral resource for antimony on our Estelle Project and this strategy will be dependent upon the receipt of further grants or funding from the DoW, other U.S. government departments, or other sources. Failure to define an antimony resource and/or to obtain further grants or funding for a commercial scale antimony development will require us to forego this growth strategy which could have a material adverse effect on our financial condition and results of operations.

The development of the Estelle Project or any other projects we may acquire in the future into an operating mine will be subject to all the risks associated with establishing and operating commercial mining operations.

If the development of the Estelle Project or any other projects we may acquire in the future is found to be economically feasible and we seek to develop an operating mine, the development of such a mine will require obtaining permits and financing the construction and operation of the mine itself, processing plants and related infrastructure. As a result, we will be subject to certain risks associated with establishing new mining operations, including:

In addition, we may find that the costs, timing and complexities of developing the Estelle Project or any other future projects to be greater than we anticipated. Cost estimates may increase significantly as more detailed engineering work is completed on a project. It is common in mining operations to experience unexpected costs, problems and delays during construction, development and mine start-up. Accordingly, our activities may not result in profitable mining operations at our mineral properties.

Our growth strategy and future exploration and development efforts may be unsuccessful.

In order to grow our business and pursue our long-term growth strategy, we may seek to acquire additional mineral interests or merge with or invest in new companies or opportunities. A failure to make acquisitions or investments may limit our growth. In pursuing acquisition and investment opportunities, we face competition from other companies having similar growth and investment strategies, many of which may have substantially greater resources than us. Competition for these acquisitions or investment targets could result in increased acquisition or investment prices, higher risks and a diminished pool of businesses, services or products available for acquisition or investment. Additionally, if we lose or abandon our interest in any of our mineral projects, there is no assurance that we will be able to acquire another mineral property of merit or that such an acquisition would be approved by applicable regulators.

We may issue additional securities, from time to time for various reasons, resulting in the potential for significant dilution to existing stockholders.

We may issue additional securities, from time to time, for various reasons, including, but not limited to, for the purposes of raising capital (including to fund exploration and development work) or acquiring additional interests. We may also issue additional securities pursuant to equity incentive plans from time to time. These further issuances of the securities may have a depressive effect on the price of our securities and will dilute the voting power of our existing stockholders and the value of their securities.

We may face pressure to demonstrate that, in addition to seeking to generate returns for our shareholders, other stakeholders benefit from our activities.

Natural resources companies face increasing public scrutiny of their activities. We may face pressure to demonstrate that, in addition to seeking to generate returns for our shareholders, other stakeholders benefit from our activities, including local governments and the communities surrounding or nearby its properties. The potential consequences of these pressures include reputational damages, lawsuits, increasing social investment obligations and pressure to increase taxes, future royalties or other contributions to local governments and surrounding communities. These pressures may also impair our ability to successfully obtain permits and approvals required for our operations.

Our mineral exploration activities are subject to extensive laws and regulations governing prospecting, exploration, development, production, taxes, labor standards and occupational health, mine safety, toxic substances, land use, waste disposal, water use, land claims of local people, protection of historic and archaeological sites, mine development, protection of endangered and protected species and other matters.

Government and community/stakeholder approvals may be required in connection with our operations. To the extent such approvals are required and not obtained, we may be curtailed or prohibited from continuing our exploration or mining operations or from proceeding with planned exploration or development of mineral properties.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Our mineral exploration activities may be adversely affected in varying degrees by changing government regulations relating to the mining industry or shifts in political conditions that increase royalties payable or the costs related to our activities or maintaining the Estelle Project. Operations may also be affected in varying degrees by government regulations with respect to restrictions on production, price controls, government-imposed royalties, claim fees, export controls, income taxes, and expropriation of property, environmental legislation, and mine safety. The effect of these factors cannot be accurately predicted.

Legislation has been proposed that would significantly affect the mining industry and could also affect our business if we were to acquire future properties located on federal lands.

While our properties at both the Estelle Project and the planned site for the downstream antimony processing facility at Port MacKenzie, are all on State of Alaska lands, in recent years, members of the United States Congress have repeatedly introduced bills which would supplant or alter the provisions of the Federal Resource Conservation and Recovery Act (the “U.S. General Mining Law”). If we were to acquire future projects located on federal lands, and if adopted, such legislation, among other things, could eliminate or greatly limit the right to a mineral patent, impose federal royalties on mineral production from unpatented mining claims located on U.S. federal lands, result in the denial of permits to mine after the expenditure of significant funds for exploration and development, reduce estimates of mineral reserves and reduce the amount of future exploration and development activity on U.S. federal lands, all of which could have a material and adverse effect on our ability to operate and our cash flow, results of operations and financial condition.

Our activities are subject to environmental laws and regulations that may increase our costs of doing business and restrict our operations.

Our activities are subject to environmental regulations in the jurisdictions in which we operate. Environmental legislation generally provides for restrictions and prohibitions on spills, releases or emissions into the air, discharges into water, management of waste, management of hazardous substances, protection of natural resources, antiquities and endangered species and reclamation of lands disturbed by mining operations. Certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner involving stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. Compliance with environmental laws and regulations and future changes in these laws and regulations may require significant capital outlays, cause material changes or delays in our current and planned operations and future activities and reduce the profitability of operations. It is possible that future changes in these laws or regulations could have a significant adverse impact on the Estelle Project or some portion of our business, causing us to re-evaluate those activities at that time.

Examples of current U.S. federal laws which may affect our current operations and may impact future business and operations include, but are not limited to, the following:

The Comprehensive Environmental, Response, Compensation, and Liability Act (“CERCLA”), and comparable state statutes, impose strict, joint and several liability on current and former owners and operators of sites and on persons who disposed of or arranged for the disposal of hazardous substances found at such sites. It is not uncommon for the government to file claims requiring cleanup actions, demands for reimbursement for government-incurred cleanup costs, or natural resource damages, or for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances released into the environment. The U.S. General Mining Law, and comparable state statutes, govern the disposal of solid waste and hazardous waste and authorize the imposition of substantial fines and penalties for noncompliance, as well as requirements for corrective actions. CERCLA, RCRA and comparable state statutes can impose liability for clean-up of sites and disposal of substances found on exploration, mining and processing sites long after activities on such sites have been completed.

The Clean Air Act (“CAA”) restricts the emission of air pollutants from many sources, including mining and processing activities. Our mining operations may produce air emissions, including fugitive dust and other air pollutants from stationary equipment, storage facilities and the use of mobile sources such as trucks and heavy construction equipment, which are subject to review, monitoring or control requirements under the CAA and state air quality laws. New facilities may be required to obtain permits before work can begin, and existing facilities may be required to incur capital costs in order to remain in compliance. In addition, permitting rules may impose limitations on our production levels or result in additional capital expenditures in order to comply with the regulations.

The National Environmental Policy Act (“NEPA”) requires federal agencies to integrate environmental considerations into their decision-making processes by evaluating the environmental impacts of their proposed actions, including issuance of permits to mining facilities, and assessing alternatives to those actions. If a proposed action could significantly affect the environment, the agency must prepare a detailed statement known as an Environmental Impact Statement (“EIS”). The U.S. Environmental Protection Agency (“EPA”), other federal agencies, and any interested third parties will review and comment on the scoping of the EIS and the adequacy of and findings set forth in the draft and final EIS. We are required to undertake the NEPA process for the Estelle Project permitting. The NEPA process can cause delays in issuance of required permits or result in changes to a project to mitigate its potential environmental impacts, which can in turn impact the economic feasibility of a proposed project or the ability to construct or operate the Estelle Project or other properties and may make them entirely uneconomic.

The Clean Water Act (“CWA”), and comparable state statutes, impose restrictions and controls on the discharge of pollutants into waters of the United States. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. The CWA regulates storm water mining facilities and requires a storm water discharge permit for certain activities. Such a permit requires the regulated facility to monitor and sample storm water run-off from its operations. The CWA and regulations implemented thereunder also prohibit discharges of dredged and fill material in wetlands and other waters of the United States unless authorized by an appropriately issued permit. The CWA and comparable state statutes provide for civil, criminal and administrative penalties for unauthorized discharges of pollutants and impose liability on parties responsible for those discharges for the costs of cleaning up any environmental damage caused by the release and for natural resource damages resulting from the release.

The Safe Drinking Water Act (“SDWA”) and the Underground Injection Control (“UIC”) program promulgated thereunder, regulate the drilling and operation of subsurface injection wells. The EPA directly administers the UIC program in some states and in others the responsibility for the program has been delegated to the state. The program requires that a permit be obtained before drilling a disposal or injection well. Violation of these regulations or contamination of groundwater by mining related activities may result in fines, penalties, and remediation costs, among other sanctions and liabilities under the SDWA and state laws. In addition, third party claims may be filed by landowners and other parties claiming damages for alternative water supplies, property damages, and bodily injury.

We may be unsuccessful in obtaining necessary permits to explore, develop or mine the Estelle Project in a timely manner or at all.

The State of Alaska requires that an Application for Permit to Mine in Alaska (“APMA”) be submitted to obtain permits for all exploration, mining, or transportation of equipment and maintaining a camp. These permits are reviewed by related state and federal agencies that can comment on and require specific changes to proposed work plans to minimize impacts on the environment. The project currently holds the following authorizations and permits under the Alaska Permit for Mining Activities (APMA) system which are valid through 2027, except as set forth below:

Exploration, development and mining activities will require certain permits and other governmental approvals. We may be unsuccessful in obtaining such permits and approvals on a timely basis, or on favorable terms or at all. Any failure to obtain permits and other governmental approvals could delay or prevent us from completing contemplated activities as planned which could negatively impact our financial condition and results of operations.

Mining and project development is inherently risky and subject to conditions or events some of which are beyond our control, and which could have a material adverse effect on our business.

Our activities related to the exploration and development of the Estelle Project and any other projects we may acquire in the future are subject to hazards and risks inherent in the mining industry. These risks include, but are not limited to, rock falls, rock bursts, collapses, seismic activity, flooding, environmental pollution, mechanical equipment failure, facility performance issues, and periodic disruption due to inclement or hazardous weather conditions. Such risks could result in personal injury or fatality, damage to equipment or infrastructure, environmental damage, delays, suspensions or permanent cessation of activities, monetary losses and possible legal liability.

Our mining, processing, development and exploration activities depend on adequate infrastructure. Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants that affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage and government or other interference in the maintenance or provision of such infrastructure could adversely affect our operations, financial condition and results of operations.

The validity of our title to the Estelle Project and future mineral properties may be disputed by others claiming title to all or part of such properties.

The acquisition of title to mineral properties is a very detailed and time-consuming process. Title to and the area of mineral concessions may be disputed. Although we believe we have taken reasonable measures to ensure proper title to our interests in our properties, there is no guarantee that title to any such properties will not be challenged or impaired. Third parties may have valid claims underlying portions of our interests, including prior unregistered liens, agreements, transfers or claims and title may be affected by, among other things, undetected defects. In addition, we may be unable to operate on such properties as permitted or to enforce its rights with respect to such properties.

We may in the future enter into transactions with related parties and such transactions present possible conflicts of interest.

We may in the future enter into transactions with related parties and such transactions present possible conflicts of interest. Related parties may have interests in such transactions that do not align with the interests of our security holders. There can be no assurance that we may have been able to achieve more favorable terms, including as to value and other key terms, if such transaction had not been with a related party.

We may in the future enter into transactions with entities in which our board of directors and other related parties hold ownership interests. Material transactions with related parties, if any, will be reviewed and approved by our audit committee, which is comprised solely of independent directors. Nevertheless, there can be no assurance that any such transactions will result in terms that are more favorable to us than if such transactions are not entered into with related parties. Furthermore, we may achieve more favorable terms if such transactions had not been entered into with related parties and, in such case, these transactions, individually or in the aggregate, may have an adverse effect on our business, financial position and results of operations.

Future pandemics, epidemics or other widespread public health emergencies could adversely affect our business, operations, financial condition and ability to advance the Estelle Project.

The occurrence of a future pandemic, epidemic or other widespread public health emergency could adversely affect our business, operations and financial condition. A significant outbreak or recurrence of an infectious disease, including COVID-19 or a new variant or other communicable disease, could result in illness or reduced availability of our employees, contractors and other personnel; travel restrictions, quarantines or other government measures; restrictions on access to the Estelle Project; interruptions or delays in exploration, drilling, construction, transportation, processing, permitting or other activities; disruptions to supply chains and the availability or cost of equipment, materials and services; and delays in the activities of governmental agencies, contractors, consultants and other third parties.

A widespread public health emergency could also adversely affect financial and capital markets, commodity prices and our ability to obtain additional financing on acceptable terms or at all. The effects of any future pandemic or other public health emergency would depend on factors that cannot be predicted with certainty, including its duration and severity, the geographic areas affected, the measures implemented by government authorities and the extent to which our employees, contractors, suppliers, customers and other business partners are affected.

Any such event could materially delay our exploration and development activities, increase our costs, adversely affect our liquidity and financial condition, and impair our ability to execute our business plans.

Increasing attention to ESG matters and conservation measures may adversely impact our business.

Increasing attention to, and societal expectations on companies to address, climate change and other environmental and social impacts and investor and societal expectations regarding voluntary ESG disclosures may result in increased costs and reduced access to capital. While we may announce various voluntary ESG targets in the future, such targets are aspirational. Also, we may not be able to meet such targets in the manner or on such a timeline as initially contemplated, including, but not limited to, as a result of unforeseen costs or technical difficulties associated with achieving such results.

In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Unfavorable ESG ratings could lead to increased negative investor sentiment toward us and could impact our access to and costs of capital. Additionally, to the extent ESG matters negatively impact our reputation, we may not be able to compete as effectively to recruit or retain employees, which may adversely impact our business. Increased focus by stakeholders, regulators and others on ESG related matters may result in increased permitting requirements and delays in the future. Additionally, we may become subject to misinformation campaigns related to ESG and other matters which may require substantial management time and expense to address and could negatively impact community sentiment regarding the applicable project or delay expected development timelines.

We rely on third-party contractors.

As we continue with the exploration and advancement of the Estelle Project and any other projects we may acquire in the future, timely and cost-effective completion of work will depend largely on the performance of our contractors. If any of these contractors or consultants do not perform to accepted or expected standards, we may be required to hire different contractors to complete tasks, which may impact schedules and add costs to the Estelle Project and any other projects we may acquire in the future, and in some cases, lead to significant risks and losses. A major contractor default or the failure to properly manage contractor performance could have an adverse effect on our results.

We rely on information technology systems and any inadequacy, failure, interruption or security breaches of those systems may harm our reputation and ability to effectively operate our business.

Our operations depend on information technology (“IT”) systems. These IT systems could be subject to network disruptions caused by a variety of sources, including computer viruses, security breaches and cyber-attacks, as well as disruptions resulting from incidents such as cable cuts, damage to physical plants, natural disasters, terrorism, fire, power loss, vandalism and theft. Our operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures. Any of these and other events could result in IT system failures, delays and/or increase in capital expenses. The failure of IT systems or a component of information systems could, depending on the nature of any such failure, adversely impact our reputation and results of operations.

Although to date we have not experienced any material losses relating to cyber-attacks or other information security breaches, there can be no assurance that we will not incur such losses in the future. Our risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority. As cyber threats continue to evolve, we may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

Global financial markets can have a profound impact on the global economy in general and on the mining industry in particular.

Many industries, including the precious metals mining industry, are impacted by volatile market conditions. Global financial conditions remain subject to sudden and rapid destabilization in response to economic shocks. A slowdown in the financial markets or other economic conditions, including but not limited to consumer spending, employment rates, business conditions, inflation, fluctuations in fuel and energy costs, consumer debt levels, lack of available credit, the state of financial markets, interest rates and tax rates may adversely affect our growth and financial condition. Any sudden or rapid destabilization of global economic conditions could impact our ability to obtain equity or debt financing in the future on favorable terms or at all. In such an event, our operations and financial condition could be adversely affected.

The volatility in gold, antimony, and other commodity prices may adversely affect any future operations and, if warranted, our ability to develop our properties.

We are exposed to commodity price risk. The price of gold, antimony or other commodities fluctuates widely and may be affected by numerous factors beyond our control, including, but not limited to, the sale or purchase of commodities by various central banks and financial institutions, interest rates, exchange rates, inflation or deflation, global and regional supply and demand, and political and economic climates and conditions of major mineral-producing countries around the world.

Declines in the market price of gold, antimony, base metals and other minerals may adversely affect our ability to raise capital or attract joint venture partners in order to fund our ongoing operations and meet obligations under option and other agreements underlying our mineral interests. Commodity price declines could also reduce the amount we would receive on the disposition of the Estelle Project to a third party. In addition, the decision to put a mine into production and to commit the funds necessary for that purpose must be made long before the first revenue from production would be received. A decrease in the price of gold and/or antimony may prevent a property from being economically mined or result in the write-off of assets whose value is impaired as a result of lower prices.

The mining industry is intensely competitive in all its phases, and we compete with many companies possessing greater financial and technical resources.

The mining industry is intensely competitive in all its phases, and we compete with many companies possessing greater financial and technical resources. Competition in the precious metals mining industry is primarily for: (i) mineral rich properties that can be developed and produced economically; (ii) technical expertise to find, develop, and operate such properties; (iii) labor to operate the properties; and capital for the purpose of funding such properties. Many competitors not only explore for and mine precious metals but conduct refining and marketing operations on a global basis. Such competition may result in being unable to acquire desired properties, to recruit or retain qualified employees or to acquire the capital necessary to fund its operations and develop mining properties. Existing or future competition in the mining industry could materially adversely affect our prospects for mineral exploration and success in the future.

We may be adversely affected by the effects of inflation.

Although inflation in the United States has been relatively low in recent years, it rose significantly beginning in the second half of 2021. This is primarily believed to be the result of the economic impact from global armed conflict and the COVID-19 pandemic, including the effects of global supply chain disruptions, strong economic recovery and associated widespread demands for goods and government stimulus packages, among other factors. The existence of inflation in the economy has resulted in, and may continue to result in, higher interest rates and capital costs, shipping costs, supply shortages, increased costs of labor, weakening exchange rates, and other similar effects. Our ability to conduct exploration of the Estelle Project is dependent on the acquisition of goods and services at a reasonable cost, such as drilling equipment and skilled labor, assay laboratory testing in a timeframe that allows us to execute on follow-up exploration phases expeditiously, and aircraft (fixed wing and helicopter) charter service availability to mobilize labor, position equipment and supply exploration campaigns. If we are unable to take effective measures in a timely manner to mitigate the impact of the inflation, the scope of our exploration of the Estelle Project may decrease and our business, financial condition, and results of operations could be adversely affected.

Changes to United States tariff and import/export regulations may have a material adverse effect on our business, financial condition and results of operations.

The United States has enacted and proposed to enact significant tariffs. Additionally, President Trump has directed various federal agencies to further evaluate key aspects of U.S. trade policy and there has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. There continues to exist significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the U.S. Any of these factors could depress economic activity and restrict our access to suppliers or customers and have a material adverse effect on our business, financial condition and results of operations,

We are currently operating in a period of economic uncertainty and capital markets disruptions, which have been significantly impacted by geopolitical instability due to the ongoing military conflict between Russia and Ukraine.

United States and other global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine. On February 24, 2022, a full-scale military invasion of Ukraine by Russian troops was reported. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. In addition, Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for us to obtain additional funds.

Any of the above-mentioned factors could affect our business, prospects, financial condition, and operating results. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions may also magnify the impact of other risks described in this Annual Report.

Our operations and financial condition may be materially adversely affected by geopolitical instability, armed conflicts, sanctions and related disruptions to global markets and supply chains.

Our operations and financial condition could be materially and adversely affected by geopolitical instability and armed conflicts, including the ongoing conflict between Russia and Ukraine and hostilities involving the United States, Israel and Iran and other countries in the Middle East. These conflicts, and any escalation or expansion thereof, may result in increased economic and market volatility, disruptions to global trade and supply chains, higher energy and commodity prices, inflationary pressures, increased costs of capital, reduced liquidity and investor confidence, and disruptions to the availability and cost of transportation, equipment and other supplies.

Governments and international organizations may impose or expand economic sanctions, export controls, trade restrictions or other measures in response to these conflicts, which could further disrupt global markets, financial systems and supply chains. In addition, heightened geopolitical tensions may increase the risk of cyberattacks, disruptions to critical infrastructure and other events that could adversely affect businesses and financial markets. The duration, scope and potential escalation of these conflicts and the resulting economic and political consequences are uncertain and difficult to predict. Any such developments, including disruptions to commodity markets or international trade and financial markets, could materially and adversely affect our operations, financial condition, liquidity, access to capital and results of operations.

If we fail to maintain effective internal controls over financial reporting, the price of securities may be adversely affected.

We may fail to maintain the adequacy of our internal controls over financial reporting as such standards are modified, supplemented or amended from time to time, and we cannot ensure that we will conclude on an ongoing basis that we have effective internal controls over financial reporting. Our failure to satisfy the requirements of applicable legislation on an ongoing, timely basis could result in the loss of investor confidence in the reliability of our financial statements, which in turn could harm our business and negatively impact the trading price and market value of our shares or other securities. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations.

We may fail to maintain the adequacy of our disclosure controls. Disclosure controls and procedures are designed to ensure that the information required to be disclosed by us in reports filed with securities regulatory agencies is recorded, processed, summarized and reported on a timely basis and is accumulated and communicated to our management, as appropriate, to allow timely decisions regarding required disclosure.

No evaluation can provide complete assurance that our financial and disclosure controls will detect or uncover all failures of persons within the company to disclose material information otherwise required to be reported. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance with respect to the reliability of financial reporting and financial statement preparation. The effectiveness of our controls and procedures could also be limited by simple errors or faulty judgements.

Our results of operations could be affected by currency fluctuations.

We maintain accounts in currencies including the United States dollars and Australian dollars. While our functional currency is the United States dollar, we conduct our business using both the aforementioned currencies depending on the location of the operations in question and the payment obligations involved. Accordingly, the results of our operations are subject to currency exchange risks. To date, we have not engaged in any formal hedging program to mitigate these risks. The fluctuations in currency exchange rates may significantly impact our financial position and results of operations in the future.

We are dependent on key personnel and the absence of any of these individuals could adversely affect our business. We may experience difficulty attracting and retaining qualified personnel.

Our success is, and will be, dependent on a relatively small number of key management personnel, employees and consultants. Such skills and knowledge include the areas of permitting, geology, drilling, metallurgy, logistical planning, engineering and implementation of exploration programs, as well as finance and accounting. The loss of the services of one or more of such key management personnel could have a material adverse effect on our business. Our ability to manage our exploration and future development activities, and hence our success, will depend in large part on the efforts of these individuals. We face intense competition for qualified personnel, and there can be no assurance that we will be able to attract and retain such personnel.

Litigation or legal proceedings could expose us to significant liabilities and have a negative impact on our reputation or business.

From time to time, we may be party to various claims and litigation proceedings. All industries, including the mining industry, are subject to legal claims, with and without merit. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding to which we may become subject could have a material effect on our financial position, results of operations or our mining, project development operations and may divert our management’s attention.

Certain of our directors and officers also serve as directors and officers of other companies involved in natural resource exploration and development, which may cause them to have conflicts of interest.

Certain of our directors and officers also serve as directors and/or officers of other companies involved in natural resource exploration and development and, consequently, there exists the possibility for such directors and officers to be in a position of conflict.

We expect that any decision made by any of such directors and officers involving our business will be made in accordance with their duties and obligations to deal fairly and in good faith with a view to the best interests of the company and our stockholders, but there can be no assurance in this regard.

There will be significant hazards associated with our mining activities, some of which may not be fully covered by insurance. To the extent we must pay the costs associated with such risks, our business may be negatively affected.

In the course of exploration, development and production of mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions including rock bursts, cave-ins, fires, flooding and earthquakes may occur. Such occurrences could result in damage to mineral properties or facilities thereon, personal injury or death, environmental damage to our properties or the properties of others, delays in mining, monetary losses and possible legal liability.

Although we maintain insurance to protect against certain risks in such amounts as we consider being reasonable, our insurance will not cover all of the potential risks associated with our operations. We may also be unable to maintain insurance to cover certain risks at economically feasible premiums. In addition, insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of our securities.

Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to companies in the mining industry on acceptable terms. As a result, we may become subject to liability for pollution or other hazards that may not be insured against. Losses from these events may cause us to incur significant costs that could have a material adverse effect upon our financial performance and results of operations.

Capital and operating cost estimates made in respect of our current and future development projects and mines may not prove to be accurate.

Capital and operating cost estimates made in respect of our current and future development projects and mines may not prove to be accurate. Capital and operating costs are estimated based on the interpretation of geological data, feasibility studies, anticipated climatic conditions and other factors. Any of the following events, among the other events and uncertainties described herein, could affect the ultimate accuracy of such estimates: (i) unanticipated changes in grade and tonnage of ore to be mined and processed; (ii) incorrect data on which engineering assumptions are made; (iii) delay in construction schedules and unanticipated transportation costs; (iv) the accuracy of major equipment and construction cost estimates; (v) labor negotiations; (vi) changes in government regulation (including regulations regarding prices, cost of consumables, royalties, duties, taxes, permitting and restrictions on production quotas on exportation of minerals); and (vii) title claims.

Joint ventures and other partnerships may expose us to risks.

We may enter into joint ventures or partnership arrangements with other parties in relation to the exploration, development and production of the property in which we have an interest. Joint ventures can often require unanimous approval of the parties to the joint venture or their representatives for certain fundamental decisions such as an increase or reduction of registered capital, merger, division, dissolution, amendments of constating documents, and the pledge of joint venture assets, which means that each joint venture party may have a veto right with respect to such decisions which could lead to a deadlock in the operations of the joint venture. Further, we may be unable to exert control over strategic decisions made in respect of such properties. Any failure of such other companies to meet their obligations to us or to third parties, or any disputes with respect to the parties’ respective rights and obligations, could have a material adverse effect on the joint ventures or the property and therefore could have a material adverse effect on our results of operations, financial performance, cash flows and the price of our securities.

Failure to comply with federal, state and/or local laws and regulations could adversely affect our business.

Our mining operations are subject to various laws and regulations governing exploration, development, production, taxes, labor standards and occupational health, mine safety, protection of endangered and protected species, toxic substances and explosives use, reclamation, exports, price controls, waste disposal and use, water use, forestry, land claims of local people, and other matters. This includes periodic review and inspection of our property that may be conducted by applicable regulatory authorities.

Although the exploration activities on our property have been and, we expect, will continue to be carried out in accordance with all applicable laws and regulations, there is no guarantee that new laws and regulations will not be enacted or that existing laws and regulations will not be applied in a way which could limit or curtail exploration or in the future, production. New laws and regulations or amendments to current laws and regulations governing the operations and activities of mining or more stringent implementation of existing laws and regulations could have a material adverse effect on us and cause increases in capital expenditures costs, or reduction in levels of exploration, development and/or production.

Failure to comply with applicable laws and regulations, even if inadvertent, may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. We may also be required to reimburse any parties affected by loss or damage caused by our mining activities and may have civil or criminal fines and/or penalties imposed against us for infringement of applicable laws or regulations.

We may pursue opportunities to acquire complementary businesses, which could dilute our shareholders’ ownership interests, incur expenditure and have uncertain returns.

We may seek to expand through future acquisitions of either companies or properties, however, there can be no assurance that we will locate attractive acquisition candidates, or that we will be able to acquire such candidates on economically acceptable terms, if at all, or that we will not be restricted from completing acquisitions pursuant to contractual arrangements. Future acquisitions may require us to expend significant amounts of cash, resulting in our inability to use these funds for other business or may involve significant issuances of equity. Future acquisitions may also require substantial management time commitments, and the negotiation of potential acquisitions and the integration of acquired operations could disrupt our business by diverting management and employees’ attention away from day-to-day operations. The difficulties of integration may be increased by the necessity of coordinating geographically diverse organizations, integrating personnel with disparate backgrounds and combining different corporate cultures.

Any future acquisition involves potential risks, including, among other things: (i) mistaken assumptions and incorrect expectations about mineral properties, mineral resources and costs; (ii) an inability to successfully integrate any operation our company acquires; (iii) an inability to recruit, hire, train or retain qualified personnel to manage and operate the operations acquired; (iv) the assumption of unknown liabilities; (v) limitations on rights to indemnity from the seller; (vi) mistaken assumptions about the overall cost of equity or debt; (vii) unforeseen difficulties operating acquired projects, which may be in geographic areas new to us; and (viii) the loss of key employees and/or key relationships at the acquired project.

At times, future acquisition candidates may have liabilities or adverse operating issues that we may fail to discover through due diligence prior to the acquisition. If we consummate any future acquisitions with unanticipated liabilities or that fails to meet expectations, our business, results of operations, cash flows or financial condition may be materially adversely affected. The potential impairment or complete write-off of goodwill and other intangible assets related to any such acquisition may reduce our overall earnings and could negatively affect our balance sheet.

The obligations associated with being a U.S. public company require significant resources and management attention, and we incur increased costs as a result of becoming a U.S. public company.

As a public company operating in both the United States and Australia, we face increased legal, accounting, administrative and other costs and expenses that we have not incurred previously, and we will incur additional costs related to operating as a U.S. public company. As a U.S. public company, we are required to, among other things:

We also expect that being able to offer securities to the U.S. public will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These increased costs may require us to divert a significant amount of money that we could otherwise use to expand our business and achieve our strategic objectives.

There can be no guarantee that our interests in our property are free from any title defects.

We have taken all reasonable steps to ensure that we have proper title to our property. However, there can be no guarantee that our interests in our property are free from any title defects, as title to mineral rights involves certain intrinsic risks due to the potential problems arising from the unclear conveyance history characteristic of many mining projects. There is also the risk that material contracts between us and relevant government authorities will be substantially modified to the detriment of us or be revoked. There can be no assurance that our rights and title interests will not be challenged or impugned by third parties.

Our mining operations are dependent on the adequate and timely supply of water, electricity or other power supply, chemicals and other critical supplies.

Our exploration programs are dependent on the adequate and timely supply of water, electricity or other power supply, chemicals and other critical supplies. If we are unable to obtain the requisite critical supplies in time and at commercially acceptable prices or if there are significant disruptions in the supply of electricity, water or other inputs to our mining sites, our business performance and results of operations may experience material adverse effects.

Land reclamation requirements may be burdensome.

Land reclamation requirements are generally imposed on companies with mining operations or mineral exploration companies in order to minimize long term effects of land disturbance. Reclamation may include requirements to control dispersion of potentially deleterious effluents or reasonably re-establish pre-disturbance landforms and vegetation. In order to carry out reclamation obligations imposed on us in connection with exploration, potential development and production activities, we must allocate financial resources that might otherwise be spent on exploration and development programs. If we are required to carry out unanticipated reclamation work, our financial position could be adversely affected.

We are an “emerging growth company,” and any decision on our part to comply with certain reduced disclosure requirements applicable to emerging growth companies could make our common stock and/or warrants less attractive to investors.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”), and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, not being required to comply with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer, not being required to comply with any new audit rules adopted by the PCAOB after April 5, 2012 unless the SEC determines otherwise, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could remain an emerging growth company until the earlier of: (i) the last day of the fiscal year in which we have total annual gross revenues of US$1.235 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of our first sale of common equity securities pursuant to an effective registration statement; (iii) the date on which we have issued more than US$1.0 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer. We cannot predict if investors will find our securities less attractive if we choose to rely on these exemptions. If some investors find our securities less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our securities and the price of our securities may be more volatile. Further, as a result of these scaled regulatory requirements, our disclosure may be more limited than that of other public companies and you may not have the same protections afforded to shareholders of such companies.

Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. We have opted for taking advantage of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act.

Due to our size and the limited number of personnel involved in our finance and accounting functions, we have identified material weaknesses in our internal control over financial reporting, and if we are unable to remediate these material weaknesses, or if we experience additional material weaknesses in the future, our financial reporting may not be accurate or timely and the market price of our securities could be adversely affected.

Management has concluded that our internal control over financial reporting was not effective as of June 30, 2026 due to material weaknesses resulting from (i) insufficient accounting and financial reporting personnel with the appropriate level of technical accounting and SEC reporting experience to support our financial reporting requirements and maintain appropriate segregation of duties; (ii) a lack of consistent and proper application of processes and procedures; and (iii) deficiencies in the design and operation of our financial close process, including controls over the preparation, review and approval of journal entries and account reconciliations.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial statements will not be prevented or detected on a timely basis. These material weaknesses could result in material misstatements in our consolidated financial statements or other financial information that may not be prevented or detected on a timely basis. Although management performed additional analysis and procedures as deemed necessary in connection with the preparation of our consolidated financial statements for the year ended June 30, 2026, and believes that such financial statements present fairly, in all material respects, our financial position, results of operations and cash flows for the period presented, the existence of material weaknesses increases the risk that future financial statements or other financial information may contain material misstatements.

With the oversight of our senior management and Audit Committee, we have instituted plans to remediate the material weakness and will continue to take remediation steps, including supplementing our internal accounting resources through the use of experienced external accounting and technical consultants who assist management with complex accounting matters. However, we will need to devote additional financial and management resources to remediate these material weaknesses, including potentially hiring additional personnel with appropriate technical accounting and SEC reporting experience, enhancing our accounting policies and procedures, improving the consistency of our financial reporting processes, strengthening our financial close process, and implementing and maintaining appropriate review and approval controls and segregation of duties.

If our internal control over financial reporting is not effective, the reliability of our financial reporting, investor confidence and the value of our securities could be materially and adversely affected. Any failure to implement and maintain effective internal control over financial reporting could result in additional errors in our financial statements that could require restatement, cause us to fail to meet our reporting obligations, and cause investors to lose confidence in our reported financial information, any of which could adversely affect the trading price of our securities.

There is substantial doubt about our ability to continue as a going concern. If we are unable to obtain additional financing, we may be forced to curtail or cease our operations.

Our financial statements as of and for the year ended June 30, 2026, have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Since our inception, we have incurred recurring losses from operations and negative cash flows from operating activities. For the years ended June 30, 2025 and June 30, 2026, we incurred net losses of $12.6 million and $24.7 million, respectively, and used $8.5 million and $8.8 million of cash in operating activities, respectively. As of June 30, 2026, we had an accumulated deficit of $136.0 million and cash and cash equivalents of $26.8 million.

These factors raise substantial doubt about our ability to continue as a going concern over the next 12 months and our independent auditors have included a ‘going concern’ explanatory paragraph in their report on our financial statements. Our ability to continue as a going concern is dependent upon our ability to raise additional capital through equity or debt financings, generate sufficient revenue from our operations, and reduce our operating costs. Our management’s plans to address these conditions include seeking additional financing through public or private offerings of our equity or debt securities and implementing cost-reduction measures. However, there can be no assurance that additional financing will be available on commercially acceptable terms, or at all, or that we will be successful in implementing any of our plans.

If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, we may be required to delay, reduce, or eliminate some or all of our planned operations, which could have a material adverse effect on our business, financial condition, and results of operations. If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our financial statements, and it is likely that investors will lose all or a part of their investment.

In addition, substantial doubt about our ability to continue as a going concern may materially and adversely affect the price per share of our securities, and it may be more difficult for us to obtain financing on favorable terms, if at all. Any of these factors could have a material adverse effect on our business, prospects, financial condition, and results of operations.

Risks Related to Our Securities

The market price of our common stock and warrants may fluctuate significantly, and you could lose all or part of your investment.

The market price of our common stock and warrants may be highly volatile and could fluctuate substantially as a result of a variety of factors, many of which are beyond our control. These factors may include fluctuations in the market prices of gold, antimony and other commodities; changes in general economic, market and industry conditions; changes in estimates of our financial results or mineral resources; exploration and development results at the Estelle Project; delays or changes in our exploration, development or permitting activities; changes in our capital structure or financing activities; changes in the market valuations of other mineral exploration and development companies; changes in key personnel; actions by shareholders; media coverage or market speculation; changes in applicable laws or governmental policies; and our ability to maintain the listing of our common stock and warrants on the NYSE American.

These and other factors could cause the market price of our common stock and warrants to decline substantially, regardless of our operating performance or prospects. You may lose all or part of your investment in our securities.

We may issue additional securities that rank senior to our common stock or otherwise dilute the interests of our existing shareholders.

Our board of directors (“Board of Directors”) may authorize the issuance of additional securities, including additional shares of common stock, preferred stock or securities convertible into or exercisable for common stock, subject to applicable law and the requirements of the NYSE American and ASX. The issuance of additional securities could dilute the ownership interests and voting power of our existing shareholders and could adversely affect the market price of our common stock.

In addition, if we issue preferred stock or other securities with rights, preferences or privileges senior to those of our common stock, holders of our common stock may be subject to greater risks, including reduced voting rights, a reduced interest in our assets or earnings and a lower priority in the event of our liquidation, dissolution or other winding-up. The issuance of additional securities, or the perception that additional securities may be issued, could also cause the market price of our common stock to decline.

U.S. investors may have difficulty enforcing civil liabilities against certain of our directors, officers and other persons located outside the United States.

Although Nova Minerals Corp is incorporated in Nevada, certain of our directors, officers and other persons who may be subject to civil liability in connection with the filing of this Annual Report and other periodic reports may reside outside the United States, and some or all of their assets may be located outside the United States. As a result, it may be difficult for U.S. investors to effect service of process within the United States on those persons or to enforce judgments obtained in U.S. courts against them or their assets located outside the United States.

The enforceability of any judgment obtained in a U.S. court will depend on the laws of the jurisdiction in which enforcement is sought. We cannot assure you that a foreign court would enforce a judgment of a U.S. court based on the civil liability provisions of U.S. federal securities laws or other laws. These limitations could make it more difficult for U.S. investors to pursue claims against certain of our directors, officers or other persons located outside the United States.

Certain provisions of Nevada law and our organizational documents may make it more difficult for a third party to acquire us or may limit our shareholders’ ability to take certain actions.

As a Nevada corporation, we are subject to the Nevada Revised Statutes and other applicable Nevada corporate law. In addition, our amended and restated articles of incorporation and bylaws contain provisions that may affect the rights of shareholders and the ability of shareholders or third parties to take certain corporate actions.

Certain provisions of Nevada law and our organizational documents may have the effect of delaying, deterring or preventing a change in control of our Company or making it more difficult for a third party to acquire us, even if such a transaction could be favorable to our shareholders. These provisions may also limit the ability of shareholders to take certain actions or influence the management of our Company.

These provisions, together with the provisions of our organizational documents governing the issuance of additional securities and other corporate matters, could discourage transactions that might otherwise result in shareholders receiving a premium for their shares or could otherwise adversely affect the market price of our securities.

We will require substantial additional capital to fund our exploration and development activities, and our efforts to obtain additional financing may result in dilution to our shareholders.

We expect to require substantial additional capital to fund exploration, technical studies, permitting, infrastructure, development and other activities at the Estelle Project and to fund our other corporate and working capital requirements. We may seek additional financing through the issuance of common stock, warrants, securities convertible into or exercisable for common stock, debt or other securities.

Any future equity financing may be highly dilutive to our existing shareholders. In addition, securities issued in future financings may be issued at prices below the then-current market price of our securities or may contain rights, preferences or privileges senior to those of our common stock. The issuance of additional securities, or the perception that additional securities may be issued, could also cause the market price of our securities to decline.

If we are unable to obtain additional financing on acceptable terms, or at all, we may be required to reduce, delay or eliminate certain exploration, development or other activities, which could adversely affect our business and the value of our securities.

We do not expect to pay dividends on our common stock in the foreseeable future.

We have not paid dividends on our common stock and do not expect to pay dividends in the foreseeable future. We currently intend to retain any future earnings and available cash to fund exploration, development and other activities and to support our business. Any future determination to pay dividends will be made at the discretion of our board of directors and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, applicable legal requirements and other factors that our board of directors may consider relevant.

Accordingly, shareholders should not expect to receive dividends on their investment in our common stock, and any return on an investment in our common stock may depend primarily on an appreciation in the market price of our common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

We face cybersecurity risks due to the breadth of networks and systems we must defend against cybersecurity attacks and threat actors seeking to inflict harm on us; and the substantial level of harm that could occur to us were we to suffer impacts of a material cybersecurity incident. We are committed to maintaining robust governance and oversight of these risks and to implementing mechanisms, controls, technologies, and processes designed to help us assess, identify, and manage these risks. In the year ended June 30, 2026, we did not experience a material “cybersecurity incident” as such term is defined in Item 106(a) of Regulation S-K. However, there can be no guarantee that we will not experience such an incident in the future. Such incidents, whether or not successful, could result in us incurring significant costs related to, for example, implementing additional threat protection measures and increased cybersecurity insurance premiums, defending against litigation, responding to regulatory inquiries or actions, paying damages, or taking other remedial steps with respect to third parties, as well as incurring significant reputational harm. In addition, these threats are constantly evolving, thereby increasing the difficulty of successfully defending against them or implementing adequate preventative measures. We seek to detect and investigate unauthorized attempts and attacks against our network, and to prevent their occurrence and recurrence where practicable through changes or updates to our internal processes and tools; however, we remain potentially vulnerable to known or unknown threats. In some instances, we and our suppliers may be unaware of a threat or incident or its magnitude and effects. Further, there is increasing regulation regarding responses to cybersecurity incidents, including reporting to regulators, which could subject us to additional liability and reputational harm. See “Item 1A. Risk Factors” of this Annual Report for more information on our cybersecurity risks.

ITEM 2. PROPERTIES

Information concerning our mining property in this Annual Report has been prepared in accordance with the SEC requirements of CFR Title 17, Subpart 229, Item 1300-1305 of Regulation S-K, which requires us to disclose our mineral resources and reserves as of the end of our most recently completed fiscal year for our material mining property.

As used in this Annual Report, the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource,” “inferred mineral resource,” “mineral reserve,” “proven mineral reserve” and “probable mineral reserve” are defined and used in accordance with Subpart 229, Item 1300 of Regulation S-K. Under Subpart 1300 of Regulation S-K, mineral resources may not be classified as “mineral reserves” unless the determination has been made by a qualified person that the indicated and measured mineral resources can be the basis of an economically viable project. We currently have no mineral reserves, and you are specifically cautioned not to assume that any part or all the mineral resources will ever be converted into mineral reserves, as defined by the SEC. See “Item 1A. Risk Factors” of this Annual Report.

You are cautioned that, except for that portion of mineral resources classified as mineral reserves, mineral resources do not have demonstrated economic value. Inferred mineral resources are estimates based on limited geological evidence and sampling and have too high of a degree of uncertainty as to their existence to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. It should not be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. A significant amount of exploration must be completed in order to determine whether an inferred mineral resource may be upgraded to a higher category. Therefore, you are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be considered when assessing the economic viability of a mining project, or that it will ever be upgraded to a higher category. Likewise, you are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be converted to mineral reserves. See “Item 1A. Risk Factors” of this Annual Report.

The information that follows regarding the Estelle Gold and Critical Minerals Project contained herein is derived from the S-K 1300 Report. As used herein, references to the “S-K 1300 Report” are to the technical report summary titled “Initial Assessment Technical Report Summary Estelle Gold Project, Alaska, USA” prepared by Roughstock Mining Services, LLC Nova Minerals Limited, Matrix Resource Consultants Pty Ltd., METS Engineering, Yukuskokon Professional Services and Jade North, LLC with an effective date of January 31, 2024, which was prepared in accordance with S-K 1300. The S-K 1300 Report is filed as Exhibit 96.1 to the Company’s F-1 registration statement filed on September 19, 2024. Subsequent to the S-K 1300 report being issued the Company has conducted further field exploration work and drilling and the results released publicly from that exploration program are included in the following information as well.

Exploration-Stage Property

The Estelle Project is an exploration-stage property. The Company has not established any Mineral Reserves for the Estelle Project and has not commenced commercial mining operations or commercial production. The Company continues to conduct exploration, drilling, geological mapping, sampling, metallurgical testing and other technical studies to evaluate the mineralization identified on the property and to advance the Estelle Project towards potential future development. There can be no assurance that the Company’s exploration and development activities will result in the establishment of Mineral Reserves or a commercially viable mining operation.

Overview

Our flagship project is the Estelle Project, which comprises 803 State of Alaska mining claims covering in aggregate of 127,102 acres (514km²) and is subject to a 2% net smelter royalty payable to AK Minerals. Nova owns 85% of the Estelle Project with AK Minerals owning the remaining 15%.

 The Project is situated approximately 150km northwest of Anchorage, Alaska’s largest city, on the Estelle Gold Trend in Alaska’s prolific Tintina Gold Belt, a province which hosts a 220 million ounce (Moz) documented gold endowment and some of the world’s largest producing gold mines including Kinross Gold Corporation’s Fort Knox Gold Mine. The belt also hosts significant antimony deposits and was a historical North American antimony producer.

Our vision is to concurrently develop the Estelle Project to become a world class, tier-one, global gold producer, and to secure a U.S. domestic supply chain for the strategic critical mineral antimony, from mining to a refined product.

The Project encompasses multiple mineralized areas along a corridor extending approximately 35 kilometers and includes more than 20 identified advanced-stage gold prospects. Mineral resources have been estimated for four deposits within the Project, with a combined S-K 1300-compliant mineral resource of approximately 5.17 million ounces (“Moz”) of gold, comprising 0.18 Moz Measured, 2.54 Moz Indicated and 2.45 Moz Inferred. Based on the Company’s 85% interest in the Project, its attributable share of these mineral resources is approximately 4.41 Moz of gold, comprising 0.16 Moz Measured, 2.22 Moz Indicated and 2.03 Moz Inferred.

The Company has also identified occurrences of antimony and other critical minerals associated with gold mineralization through surface sampling at multiple prospects within the Project area. Two of these prospects were drill tested during 2026, and assay results from that drilling that were still pending as of the date of this Annual Report. No mineral resource estimate has been established or reported for antimony or any other critical minerals at the Estelle Project to date.

In October 2025, the Company’s wholly owned U.S. subsidiary, Alaska Range Resources, LLC, received a US$43.4 million award under Title III of the U.S. Defense Production Act to advance the development of a pilot-scale antimony processing facility in Alaska capable of producing military-grade antimony trisulfide.

Following receipt of the award, the Company has advanced its plans to develop a secure, vertically integrated, domestic antimony supply chain, in Alaska. As of the date of this Annual Report, approximately 500 tons of equipment has been delivered to Port MacKenzie, over 100 tons of antimony-bearing material has been stockpiled from bulk sampling activities, permitted industrial zoned land has been secured, and supporting infrastructure has been established, with first antimony production from the pilot-scale antimony processing plant targeted in 2027. The Company has also continued to engage with federal, state and local government agencies regarding the development of its planned commercial-scale antimony supply chain. 

Figure 3: Ours flagship Estelle Project is located in Alaska, a State with a long history of mining

The Estelle Gold and Critical Minerals Project

Project Description, Location and Access

The Estelle Project properties lie approximately 150km northwest of Anchorage, Alaska’s largest city, with approximate UTM coordinates of 505,000 N and 6,860,000 W, UTM = NAD83 Zone 5, lying within National Topographic System (NTS) Map Sheet 63JSE13. The project property area comprises of 803 State of Alaska mining claims covering in aggregate of 127,102 acres (514km²)

The city of Anchorage has a major population, which provides essential services and a large labor force for the interior parts of Alaska. The Project is a year-round operation, with all essential services including a base site which hosts a fully winterized 80-person camp with all the required facilities, which are powered by diesel generators, an on-site sample processing facility, helipad for 2 helicopters, and the 4,000-foot Whiskey Bravo airstrip, which can facilitate large capacity DC3 type aircraft. The project region is found among the Alaska Mountain Ranges with elevations ranging from 705m to 2,085m above sea level. The Alaska Range is a continuation of the Pacific Coast Mountains extending in an arc across the Northern Pacific. The nature of the terrain allows for accessible drilling all year round.

Easy access is currently available to the project via a winter road and by air. We anticipate access to be improved further by the proposed West Susitna Access Road, which would be an all-weather road situated on State land within the Matanuska-Susitna Borough and link the Estelle Project to port, rail and road infrastructure. The West Susitna Access Road has considerable support from both the community and the State government, and has progressed to the permitting stage, with geo technical drilling commenced in the summer of 2026.

Figure 4: Property location map and infrastructure solutions for the Estelle Project

Mining Claims

The Estelle Project is encompassed by 803 Alaska State mining claims. All claims were acquired by our Joint Venture Partner (JVP) by staking in Alaska with the Division of Mining, Land and Water, and the Alaska Department of Natural Resources (DNR). The mining claims are wholly owned by AKCM (AUST) Pty Ltd (an incorporated joint venture company between Nova Minerals Limited and AK Minerals Pty Ltd) via 100% ownership of Alaskan incorporate company AK Custom Mining LLC. AKCM (AUST) Pty Ltd is owned 85% by Nova Minerals Limited and 15% by AK Minerals Pty Ltd. Nova owns 85% of the property through the joint venture agreement and AK Minerals Pty Ltd owns the remaining 15% along with a 2% NSR over the property.

Under Alaska mining law AK Custom Mining LLC owns the rights to all locatable minerals discovered on and within the allocated claims. Mining claims may be located by what is known as aliquot part legal description, which is meridian, township, range, section, quarter section, and if applicable quarter-quarter section. These claims are known as MTRSC locations, and they are generally located using GPS latitude and longitude coordinates. A quarter section location is typically about 160 acres in size, and a quarter-quarter section location is typically 40 acres in size. Rent for the larger size is always four times greater.

All the mining claims are in good standing and to retain title to the property AK Custom Mining LLC must submit an affidavit of annual expenditure to the 1^st of September each year and pay the annual rents as calculated by the Alaska Department of Natural Resources by November 30 each year. The rental fees for the period to September 1, 2026, were paid, and as of the date of this Annual Report the Company is currently preparing the affidavit of annual expenditure to September 1, 2026, and will pay the annual rents to renew the claims to September 1, 2027 accordingly.

No other rights are held by any other company on the property and the claims are held to perpetuity as long as annual minimum expenditure requirements are met and the rents are paid on time each year. Reclamation must be completed annually and a reclamation report is submitted to the DNR.

At each of June 30, 2026 and June 30, 2025, the Company had total capitalized acquisition costs for the Estelle Project of $2.5 million. Additionally, the associated plant and equipment had a net value of $5.0 million as of June 30, 2026 and $1.5 million as of June 30, 2025.

Figure 5: Claims tenement map of the Estelle Project – Map Coordinate System: UTM = NAD83 zone 5

For more details of the Estelle Project mining claims schedule, please see Appendix 1 of the S-K 1300 Report filed as Exhibit 96.1 to the Company’s Registration Statement on Form F-1 (File No. 333-282224) filed on September 19, 2024.

The Estelle Project area is district in scale and hosts four identified large intrusion related gold system (“IRGS”) deposits: Korbel Main, RPM North, RPM South and Cathedral. The Estelle Project area also includes more than 20 identified gold prospects at varying stages of exploration, including, Blocks C & D, Isabella, Sweet Jenny, You Beauty, Shoeshine, Shadow, Train, Trumpet, Discovery, Muddy Creek, Stoney, T5, Tomahawk, Trundle, Rainy Day, West Wing, Revelation, Portage Pass, NK, Stibium, Styx and Wombat. Surface sampling has also identified coincident antimony occurrences at six of these prospects.

Figure 6: The Estelle Project – District scale with over 20 identified advanced gold prospects, including 6 identified with co-incident antimony from surface sample results – Map Coordinate System: UTM = NAD83 zone 5

Estelle Project History

Historical regional mapping of the southern Alaska Range was conducted by the United States Geological Survey (“USGS”) in the early 1900’s. Minor placer gold was noted, and the presence of granitic intrusive rocks were mapped in the vicinity of what is now known as the Estelle Pluton. The USGS revisited the area periodically from the 1969 through 2013 conducting stream sediment, pan-concentrate, and rock chip sampling.

Prospecting in the Mount Estelle area has been conducted by several private companies starting in the 1980’s. From 1980 to 1985, many of the claims were held for their placer potential, and in 1982 AMAX staked at least four claims over the Lower Discovery showing at Mount Estelle. However, placer mining was hampered by the prevalence of large glacial boulders in the stream gravels.

Cominco explored the region in the late-1980’s, and conducted surficial mapping and sampling as well as diamond-core drilling in the vicinity of the Train, Shoeshine, Shadow and Discovery Creek prospects. Hidefield Gold Plc. (Hidefield) and International Tower Hill Mines, Ltd. (ITH) explored the property in the early 2000’s, and most recently Millrock Resources Inc. (Millrock) was active from 2008 to 2013. Cominco, ITH, and Hidefield primarily focused around the Shoeshine area mineral occurrences, whereas Millrock conducted a surface geochemical survey from the northern portion of the current claim block north of Portage Creek to the southern portion south of Emerald Creek. Numerous occurrences were identified, and gold in soil anomalies occur throughout the entire claim block. Alaska Resource Data Files (ARDF) exist throughout the property as a result of this previous work.

Korbel

Mineralization in the vicinity of Korbel was first discovered at Oxide Ridge; now referred to by Nova as Cathedral. Chip sampling of oxidized granitic intrusive rocks hosting sheeted quartz veins and blebby arsenopyrite yielded anomalous gold values, which lead to broad reconnaissance in the Korbel valley. Similar mineralization was identified in outcrops across the valley to the north, which lead field crews to conduct conventional soil sampling across the valley below. Korbel valley is one of the few places on the Estelle property where conventional soil sampling, as opposed to talus fines sampling, can be conducted. The results from these soil samples lead to the first IP survey conducted on the property in the fall of 2010. A chargeability anomaly located in the valley was the target of the first drill hole at Korbel in 2011 (SE11—001).

Drilling in 2012 intersected multiple mineralized zones. In three of the holes (SE12-002, 003, 004) the zones appear to occur along a rough northwest trend with veins exhibiting steep, near-vertical dips. Mineralized zones up to 100 meters wide were encountered along this trend which then had a drilled strike length of 740 meters. These holes were designed to follow up the Oxide (Korbel) discovery hole drilled in 2011. Anomalous gold mineralization was intersected over wide zones in all holes drilled. The grade of mineralization, however, appears to increase to the southeast. Hole SE12-004, the southeastern-most hole drilled, intersected gold mineralization throughout the majority of the hole with a highlight intercept of 41.45 meters grading 1.14 grams gold per ton.

RPM

RPM was discovered in 2010 when the results from a 3.5km long soil survey returned anomalous gold values. Follow-up mapping and sampling in 2011 extended and refined this anomalous zone as well as defined a highly anomalous granitic intrusion with stockwork arsenopyrite bearing quartz veins near the contact with the Kahiltna hornfelsed sediments.

The single 2012 drill hole at RPM targeted this intrusive and undercut sheeted quartz veins and stockworks exposed at surface. The hole encountered significant gold mineralization with an intercept of 2.07 g/t Au over 21.94 meters within a 102.11-meter interval averaging 1.04 grams per ton gold from 26.52 to 128.63 meters with mineralization remaining open in all directions

In 2017 Nova recognized the significance of the Estelle property and acquired the mineral rights to it.

Exploration

Surface Exploration

2018

Nova acquired 173 mining claims at the Estelle Project in 2017 and added four additional claims in 2018. Prior to initial field reconnaissance, Nova reviewed historical technical reports, public records, Alaska Resource Data Files and drill logs. Geological mapping by Pacific Rim Geological Consulting identified elevated gold associated with bismuth-telluride and arsenopyrite mineral phases hosted in sheeted quartz veins and alteration assemblages, consistent with an intrusion-related gold system (“IRGS”) model. Initial mapping identified two targets, Oxide North and Oxide South, now comprising Korbel Main, where chip sampling returned gold grades of up to 1.04 g/t and identified arsenopyrite, pyrite, pyrrhotite, chalcopyrite and tetrahedrite. The geological characteristics observed at Estelle were considered comparable to those of the Dublin Gulch and Fort Knox deposits, which occur in similar geological settings.

 2019

A limited surface sampling program was conducted in 2019 to evaluate the RPM and Shoeshine prospects. 160 claims were acquired widening the central trend from Korbel to Muddy Creek. In addition, approximately 8km of induced-polarization (IP) surveys were conducted over Korbel. These results identified two mineralized trends referred to as Resource Block A and Resource Block B.

2020

A total of 48 rock samples were collected focusing on mineralization identified at Cathedral and RPM with a few samples collected at Train. Highlights from rock samples collected at the Cathedral target returned gold grades of 114.0 g/t, 98.3 g/t, 37.1 g/t, 24.5 g/t, 19.6 g/t and 11.05 g/t. Highlights from rock samples collected at RPM included gold grades of 291.0 g/t, 103.0 g/t, 9.3 g/t, 8.9 g/t, 8.8 g/t, and 5.0 g/t. The 291 g/t sample was collected at the location of RPM North. Multi-gram values were also returned from Train rock samples. 161 additional adjacent claims were acquired.

2021

A total of 54 rock samples were collected, including representative chip samples, representative outcrop samples, high grade outcrop samples, and occasional talus samples. A total of 81 talus fines samples were also collected in the vicinity of various prospects. Notable high grade mineralization was sampled throughout the property from Korbel to RPM. Gold highlights from rock samples include 48.4 g/t Au near Stoney, 30.4 g/t near Train, 26.9 g/t near Korbel, 25.2 g/t at Train, 21.6 g/t at Train, and 12.5 g/t between Korbel and Portage Pass. The polymetallic system at Stoney was visited and sample returned anomalous silver and copper in addition to gold. Impressive gold in soil anomalies were discovered over a 1km traverse at Shoeshine. Relatively anomalous talus fines gold values were also returned from the northern cirques at Korbel. 196 additional claims were acquired along the western margin of the existing claim block.

2022

163 rock samples and 184 soil samples were collected across the claim block in 2022. Samples were collected at several prospects including Discovery, Muddy Creek, Mount Estelle, Train, Trumpet, RPM, and Revelation. High-grade gold values were encountered at Discovery and Muddy Creek with gold values including 43.6 g/t, 15.9 g/t, and 5.8 g/t in rock samples. Numerous multi-gram gold in soils were returned over 1km in strike length at Muddy Creek, revealing one of the more impressive soil anomalies on the claim block. Rock samples around Mount Estelle returned gold values of 38.2 g/t, 25.9 g/t, and 7.0 g/t in addition to numerous ~1 g/t samples. The initial discovery at Trumpet was made just north of Train with rock samples returning gold values of 32.8 g/t, 16.6 g/t, 16.0 g/t, 13.6 g/t, and 12.7 g/t. Train was sampled in more detail with rock samples returning values of 80.2 g/t, 17.9 g/t, 17.7 g/t, 16.6 g/t, and 10.4 g/t in addition to numerous multi-gram samples. Follow-up sampling at Revelation revealed a continuous gold in soil anomaly over 300 meters. Recommendations were made to advance reconnaissance scale mapping and sampling at Stoney, and to develop the initial drilling campaign at Train and Trumpet.

2023

Extensive surface exploration mapping and sampling programs were conducted in 2023. A total 447 rock samples, 678 soil samples, and 21 stream sediment samples were collected throughout the property. New discoveries were made at what are now called the Styx and Stibium prospects, and are associated with anomalous gold and antimony. Previously known prospects were further refined with more detailed mapping and sampling. A recently exposed nunatak between Train and Trumpet was discovered to host gold-bearing quartz arsenopyrite veins with grades up to 132.5 g/t. A project high value of 1,290 g/t Au was collected in the vicinity of Shoeshine from an arsenopyrite vein. Numerous large quartz veins up to 4m thick were discovered in the vicinity of Trundle. Additional sampling was conducted near Stoney, and several new mineralized sulfide veins grading 5 g/t Au were discovered.

2024

Another extensive surface exploration mapping and sampling program was conducted over the Estelle property in 2024 with the teams concentrating on the RPM, Muddy Creek, Stoney, Wombat, Stibium, and Styx areas. This year the geologists were not just looking for gold but also antimony and other critical mineral occurrences across the property as well. A total 225 rock samples, 511 soil samples, and approximately 5 tons of bulk sample material were collected across the property. Assays results from the 2024 surface exploration program resulted in a number of significant new discoveries of both gold and antimony including:

Surface sampling was conducted across the Estelle Project tenements and identified numerous prospect areas. These are considered early stage green-fields exploration prospects that currently have no material impact on resources defined at the Estelle Project. The results indicate potential for future resources in these areas and requires extensive follow up work to generate drill targets which the company is pursuing.

2025

During the 2025 field season, an extensive surface exploration mapping and sampling program was undertaken across three main areas of the Estelle Project and comprised of over 30 traverses covering 75-line kilometers, 430 soil samples, 170 rock samples, and 26 stream sediment samples.

As a result of the 2025 surface exploration program the following discoveries were made:

Surface sampling is considered early stage green-fields exploration, and the results currently have no material impact on resources defined at the Estelle Project. The results indicate the potential for future resources in the areas identified but require extensive follow up work to generate drill targets which the company is pursuing.

The tables below summarize the surface exploration sampling results announced for both gold and antimony on prospects across the Estelle Project area to date.

Gold Surface Sampling Results to June 30, 2026