NVA 6-K
Nova Minerals Corp (NVA)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,D.C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2024
CommissionFile Number 001-42132
NOVAMINERALS LIMITED
(Translation of registrant’s name into English)
Suite5, 242 Hawthorn Road,
Caulfield,Victoria 3161
Australia+61 3 9537 1238
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| ☒ Form 20-F | ☐ Form 40-F |
|---|
NOVAMINERALS LIMITED
EXPLANATORYNOTE
This Report of Foreign Issuer on Form 6-K is being filed to disclose the (i) results of the Nova Minerals Limited (the “Company”) 2024 Annual General Meeting of Shareholders; (ii) Chairman letter to Company shareholder released con currently with the 2024 Annual General Meeting of Shareholders; and (iii) adoption of the Director Share Plan, including approved Company director participation under the Director Share Plan.
Results of 2024 Annual General Meeting of Shareholders
On November 14, 2024, Nova Minerals Ltd. (the “Company”), held its Annual General Meeting of Shareholders (the “Meeting”). At the Meeting, the Company’s shareholders voted on all resolutions described in the proxy materials including the notice for the Meeting included as an exhibit to the Company’s report on Form 6-K furnished by the Company with the Securities and Exchange Commission on October 15, 2024, with the exception of resolution 2 and resolution 5(e) which were withdrawn for consideration by the Company’s shareholders prior to the Meeting due to the resignation of Company non-executive director Rodrigo Pasqua effective November 14, 2024. The resolutions brought before the shareholders at the Meeting were approved by the shareholders of the Company with the requisite majority required for each resolution. On November 14, 2024, the Company filed its report “Results of Annual General Meeting” with the Australian Securities Exchange (“ASX”). Attached hereto as Exhibit 99.1 and incorporated herein is the Company’s report titled “Results of Annual General Meeting”.
Chairman Letter to Shareholders
Concurrent with the meeting, our Chairman, Richard Beazley released a letter to the Company’s shareholders as a release on the ASX. Attached hereto as Exhibit 99.2 and incorporated herein is the Company’s release titled “2024 AGM - Letter from Nova Chairman, Mr. Richard Beazley”.
Adoption of Director Share Plan
On November 14, 2024, the Company adopted the Director Share Plan (the “Plan”) pursuant to shareholder approval at the Annual General Meeting on November 14, 2024.
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The maximum number of securities which may be issued under the Plan is 13,600,000, which represents approximately 5% of the issued share capital of the Company at the date of the Notice of Annual General Meeting on October 15, 2024. Any issues of securities or agreements to issue securities under the Plan will be announced to ASX. The Plan provides for the issue of fully paid ordinary shares to Directors (and/or their respective nominee(s)). The purpose of the Plan is to give effect to the shareholder approval which is sought under Resolutions 5A to 5F to allow the Directors (and/or their respective nominee(s)) to receive fully paid ordinary shares in lieu of cash for Director services provided to the Company. Fully paid ordinary shares under the Plan will have an issue price equal to the volume weighted average price of the shares of the Company on the five trading days on which trades in the shares of the Company were made on ASX prior to the month on which the relevant Director fees for which the shares to be issued under an invitation to be made under the Plan are payable. Only Directors (and/or their respective nominee(s)) are eligible to participate in the Plan. The participation in the Plan is subject to and conditional upon compliance with applicable law, including that Directors (and/or their respective nominee(s)) are only able to participate in the Plan if prior shareholder approval is obtained in accordance with the ASX Listing Rules. It is not anticipated any other entity will be able to participate in the Plan. The Company’s board of directors is to administer the Plan, including but not limited to determining the terms of securities to be issued and the suspension or termination of the Plan. The Plan is to be interpreted and applied in accordance with and subject to the ASX Listing Rules. At the Meeting, the Company’s shareholders approved the issuance of fully paid ordinary shares under the Plan in lieu of cash fees for Director services rendered to each of the following Company directors: Richard Beazley, Christopher Gerteisen, Craig Bentley, Louie Simens and Avi Geller.
The foregoing description of the Plan does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of the form of such agreement, a copy of which is attached hereto as Exhibit 10.1.
FinancialStatements and Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
|---|---|---|
| 10.1 | Director Share Plan | |
| 99.1 | Results of Annual General Meeting | |
| 99.2 | 2024 AGM - Letter from Nova Chairman, Mr. Richard Beazley |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NOVA MINERALS LIMITED | ||
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| Date:<br> November 14, 2024 | By: | /s/ Ian Pamensky |
| Name: | Ian<br> Pamensky | |
| Title: | Company<br> Secretary |
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Exhibit10.1
| DIRECTOR SHARE PLAN<br><br> <br><br><br> <br>NOVA MINERALS LIMITED<br><br> <br><br><br> <br>ACN 006 690 348<br><br> <br><br><br> <br>Date Adopted: 14 November 2024<br><br> <br><br><br> <br>Date<br> Updated: N/A |  |
PURPOSE,COMMENCEMENT AND INTERPRETATION
| 1. | PURPOSE OF THIS PLAN |
|---|---|
| 1.1 | The<br> Board of the Company has adopted this Plan to give effect to the approval of Shareholders<br> to provide the opportunity for Eligible Persons to participate in the Plan and receive Shares<br> (either personally or via a nominee(s)) in lieu of cash remuneration for Director services<br> provided to the Company. |
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| 2. | COMMENCEMENT |
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This Plan commences upon the day the Shareholders resolve to adopt the Plan.
| 3. | DEFINITIONS |
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| 3. 1. | In this Plan, unless the context otherwise requires: |
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“ASIC” means the Australian Securities and Investments Commission;
“ASX” means (as the context requires) ASX Limited or the prescribed financial market known as ASX operated by ASX Limited and/or its subsidiaries;
“ASX Listing Rules” means the listing rules of ASX including as amended from time to time;
“Board” means the board of Directors from time to time (but does not imply a requirement that any act be authorised by a unanimous decision of the Board);
“Company” means Nova Minerals Limited [ACN 006 690 348];
| Nova<br> Minerals Limited **|** Director Share Plan | 1 |
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“Constitution” means the constitution of the Company including as amended from time to time;
“Corporations Act” means the Corporations Act 2001 (Cth) including as amended from time to time;
“Director” means a director from time to time of the Company;
“Eligible Person” means a person who is a Director at the date of an Invitation to that person;
“ESS Invitation” means an invitation made under the ESS Regime;
“ESS Regime” means Division 1A of Part 7.12 of the Corporations Act, including as amended from time to time (including but not limited to by ASIC legislative instrument);
“Invitation” means an invitation by the Company to an Eligible Person to participate in this Plan and apply for Shares to be issued pursuant to this Plan;
“Issue Price” means the price per Share under the Plan, being the VWAP of Shares on the five trading days on which trades in Shares were made on ASX prior to the month for which the relevant Directors fees for which the Shares are to be issued in accordance with the Invitation are payable.
“Non-ESS Invitation” means an Invitation made other than under the ESS Regime;
“Plan” means this Director Share Plan including as amended from time to time;
“Share” means an ordinary fully paid share in the capital of the Company;
“Securities Trading Policy” means the securities trading policy of the Company including as amended from time to time;
“Shareholder” means a person who is a registered holder of one or more Shares; and
“VWAP” means “Volume Weighted Average Price” as that term is defined in the ASX Listing Rules.
| 4. | INTERPRETATION |
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| 4. 1. | In this Plan, unless the context otherwise requires: |
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| (a) | headings<br> are for convenience only and do not affect the interpretation of this Plan; |
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| Nova<br> Minerals Limited **|** Director Share Plan | 2 |
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| --- | | (b) | the<br> singular includes the plural and vice versa; | | --- | --- | | (c) | the<br> word person includes a firm, a body corporate, an unincorporated association and an authority; | | --- | --- | | (d) | a<br> reference to any status, ordinance, code or other law includes regulations and other instruments<br> under, and consolidations, amendments, re-enactments or replacements of, any of them; | | --- | --- | | (e) | a<br> reference to a document includes an amendment or supplement to, or replacement or novation<br> of, that document; | | --- | --- | | (f) | a<br> reference to a person includes a reference to the person’s executors, administrators,<br> successors, substitutes (including, without limitation, persons taking by novation) and assigns; | | --- | --- | | (g) | if<br> a period of time is specified and dates from a given day or the day of an act or event, it<br> is to be calculated exclusive of that day; | | --- | --- | | (h) | where<br> a word or phrase is given a particular meaning, other parts of speech and grammatical forms<br> of that word or phrase have corresponding meanings; | | --- | --- | | (i) | specifying<br> anything after the words “including” or “for example” or similar<br> expressions does not limit what else is included; and | | --- | --- | | (j) | a<br> reference to time is a reference to the time in Melbourne, Victoria, Australia. | | --- | --- | | 4. 2. | Nothing in this Plan will apply to permit or authorise, or<br>be interpreted as permitting or authorising, any act (including an omission) prohibited by law of which is contrary to the constitution<br>of the Company. Acts ancillary to the exercise of powers under this Plan including acts to comply with the law or the constitution of<br>the Company in order to give effect to the purpose and intention of this Plan are acts under this Plan. | | --- | --- | | 4. 3. | If at any relevant time any securities of the Company are admitted<br>to official quotation on ASX this Plan shall be interpreted and applied in accordance with and subject to all applicable ASX Listing<br>Rules. | | --- | --- |
| Nova<br> Minerals Limited **|** Director Share Plan | 3 |
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| 5. | NUMBER OF SHARES |
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| 5. 1. | The total maximum number of Shares which may be offered and<br>issued under this Plan from time to time is 13,600,000. If the Invitation is an ESS Invitation, as a condition precedent of that ESS<br>Invitation the total number of Shares offered or issued pursuant this Plan must not exceed 5% (or, if the Constitution specifies an issue<br>cap percentage for the purposes of the Plan, that percentage) of the number of Shares on issue in the Company at the date of the ESS<br>Invitation. |
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| 5. 2. | For the purposes of clause 5.1, Shares are deemed not to have<br>been offered under this Plan if: |
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| (a) | The<br> recipient of the Invitation was not an Eligible Person at the time the Invitation was sent;<br> or |
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| (b) | The<br> Invitation was not duly authorised by the Board prior to being sent; or |
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| (c) | The<br> Shares the subject of the Invitation have not been approved for issue by the Shareholders;<br> or |
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| (d) | The<br> Invitation to apply for the Shares was not able to be made in accordance with applicable<br> law and the Board withdrew the relevant Invitation on that basis. |
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PARTICIPATIONIN THIS PLAN
| 6. | ELIGIBILITY AND ENTITLEMENT |
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| 6. 1. | Subject to the ASX Listing Rules (if applicable), the Corporations<br>Act and this Plan, the Board shall determine from time to time if an Eligible Person is to be offered the opportunity to participate<br>in this Plan and be provided with an Invitation to acquire Shares for the Issue Price. An Eligible Person must not participate in any<br>decision of the Board in respect of a proposed Invitation to that Eligible Person. |
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| 6. 2. | The Issue Price is to be paid by the Eligible Person authorising<br>the Company to apply the cash remuneration for Director services provided by the Eligible Person to the Company in respect of the Shares<br>for which the Issue Price is payable by the Eligible Person. By signing and returning an Invitation, the Eligible Person authorises the<br>Company to apply the cash remuneration the Eligible Person otherwise would have received for Director services provided to the Company<br>in satisfaction of the Issue Price for the Shares in accordance with an Invitation that is accepted by the Eligible Person. |
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| Nova<br> Minerals Limited **|** Director Share Plan | 4 |
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| --- | | 6. 3. | The participation of an Eligible Person under this Plan is<br>subject to Shareholder approval of the issue of Shares under with the Plan to that Eligible Person (and/or the nominee(s) of that Eligible<br>Person). If Shareholder approval has not been sought in respect of an Invitation prior to that Invitation being made to an Eligible Person,<br>the Company must seek Shareholder approval in accordance with this clause 6.3 as a condition precedent of that Invitation and prior to<br>the issue of Shares to the Eligible Person. If Shareholders determine not to approve a resolution that seeks approval for the participation<br>of an Eligible Person in this Plan by way of an issue of Shares under and the Plan to an Eligible Person (and/or the nominee(s) of that<br>Eligible Person), no Invitation may be made to that Eligible Person and, in the event an Invitation has already been made to that Eligible<br>Person, such Invitation will be deemed to have been withdrawn, will not be capable of acceptance and no Shares will be issued in respect<br>of that Invitation. | | --- | --- | | 6. 4. | If the Board determines that Shares are to be offered to an<br>Eligible Person by providing that Eligible Person with an Invitation, that Eligible Person shall be invited to apply in his or her name<br>or in the name of his or her nominee (provided such nominee is approved by the Board) for all or part of the Shares offered to that person.<br>Subject to compliance with the other terms and conditions of this Plan (including clause 6.3) and applicable law, The Company shall issue<br>the agreed number of Shares following receipt (within the time, if any, specified in the Invitation) of the acceptance of the Invitation<br>and application for the Shares. | | --- | --- | | 6. 5. | Until the issue of the Shares pursuant to an Invitation, the<br>Eligible Person has no claim to those Shares. | | --- | --- | | 6. 6. | The Board retains the right to withdraw an Invitation at any<br>time prior to receiving a duly completed Invitation from the Eligible Person to whom the Invitation has been made by the Company and<br>prior to receipt of Shareholder approval as contemplated by clause 6.3. | | --- | --- | | 6. 7. | It is a term of any Invitation that it may not be accepted<br>by a person who is not an Eligible Person or who is a person to whom securities cannot be offered or issued without disclosure under<br>the Corporations Act. The making or acceptance of an Invitation, or the issue of Shares, does not result in or deem a person to be an<br>Eligible Person or to be a person to whom securities can be offered or issued without disclosure under the Corporations Act. | | --- | --- | | 6. 8. | By accepting an Invitation, an Eligible Person (and, if applicable,<br>their nominee(s)) who are proposed to receive the Shares the subject of an Invitation) is deemed to agree to be bound by the Constitution. | | --- | --- |
| Nova<br> Minerals Limited **|** Director Share Plan | 5 |
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| 7. | ACCEPTANCE |
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| 7. 1. | The Company shall accept and treat as valid any application<br>or acceptance in response to an Invitation provided that the application accords, in all respects, with this Plan, is for the number<br>of Shares to which the Eligible Person is invited to apply for and the Invitation has not been withdrawn. |
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| 7. 2. | Each Eligible Person (and, if applicable, his or her nominee(s))<br>will be taken to agree to be bound by this Plan upon the acceptance of an Invitation from the Company to take up Shares under this Plan. |
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| 8. | PROVISION OF INFORMATION – ESS REGIME |
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| 8. 1. | This clause 8 only applies to an ESS Invitation. An Invitation<br>that is a Non-ESS Invitation is not required to comply with this Clause 8 and the terms of this Plan shall operate in respect of a Non-ESS<br>Invitation as if the remainder of this clause 8 had been severed from this Plan. An Invitation which does not comply with the remainder<br>of this clause 8 and/or the ESS Regime is deemed to be a Non-ESS Invitation. |
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| 8. 2. | An ESS Invitation must be expressed to be made under the ESS<br>Regime. |
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| 8. 3. | An ESS Invitation must be accompanied by the information that<br>is required to be provided by the Company pursuant to the ESS Regime. |
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| 8. 4. | The ESS Invitation must provide that the Eligible Person (or<br>his or her nominee(s)) cannot acquire the Shares the subject of the ESS Invitation until at least 14 days after the ESS Invitation and<br>all information required to be provided under clause 8.3 have been given to the Eligible Person. |
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| 8. 5. | An offer pursuant to an ESS Invitation must comply with the<br>monetary cap under Section 1100ZA of the Corporations Act. |
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SHARES
| 9. | TERMS OF ISSUE |
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| 9. 1. | Shares issued under this Plan are fully paid ordinary shares<br>in the capital of the Company but may be subject to restrictions, special requirements or other terms of issue without necessarily forming<br>a distinct class of securities for the purposes of the Corporations Act. |
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| Nova<br> Minerals Limited **|** Director Share Plan | 6 |
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| --- | | 9. 2. | The Board may determine the restrictions, special requirements<br>or other terms of issue of any Share which may be issued under this Plan, provided such is described in the Invitation to apply for the<br>Share. The description may be by way of reference to this Plan (which is deemed to be incorporated in any such invitation or offer as<br>if set out in the invitation or offer in full) or any other document provided that, without limiting the other ways a copy may be made<br>available, the Board will make a copy available to the named recipient of the invitation or offer within a reasonable period of a written<br>request to do so. | | --- | --- |
MISCELLANEOUS
| 10. | AMENDMENT OF THIS PLAN |
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This Plan may only be amended with the prior approval of the Shareholders. If the Company is admitted to the official list of ASX, this Plan may only be amended in accordance with the listing rules of ASX.
| 11. | RIGHTS OF EMPLOYEES OR CONSULTANTS |
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This Plan shall not form part of any contract of employment between the Company and any Eligible Person and shall not confer directly or indirectly on any employee or consultant any legal or equitable rights.
| 12. | GOVERNING LAW |
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This Plan, any Shares issued under this Plan and any Invitation or application under this Plan shall be governed by the laws applying in the State of Victoria, Australia. Each person who accepts an Invitation, or who applies for Shares issued under this Plan submits to the non-exclusive jurisdiction of the Courts of the State of Victoria, Australia and the Courts of appeal therefrom.
| 13. | POWERS OF DIRECTORS |
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| 13. 1. | This Plan shall be administered by the Board who shall have<br>the power to: |
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| (a) | determine<br> procedures from time to time for administration of this Plan consistent with this Plan; |
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| (b) | subject<br> to clause 10 of this Plan and (if applicable) the listing rules, amend or modify this Plan;<br> and |
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| (c) | resolve<br> conclusively all questions of fact or interpretation arising in connection with this Plan. |
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| 13. 2. | The Board may delegate any of its powers under this Plan other<br>than the powers in clauses 11.2(b). An act by a delegate in accordance with a delegation of powers by the Board will be as good, effective<br>and binding as if it were an act of the Board. |
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| 14. | TERMINATION AND SUSPENSION OF PLAN |
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| 14. 1. | This Plan may at any time be terminated by the Board but such<br>termination shall not, in and of itself, affect the rights of holders of Shares issued or the terms of Shares issued prior to such termination. |
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| 14. 2. | The Board may suspend the operation of this Plan for any period<br>it considers desirable, but such suspension will not affect holders of Shares or the terms of Shares issued prior to such suspension. |
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| Nova<br> Minerals Limited **|** Director Share Plan | 7 |
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Exhibit99.1
| ASX RELEASE<br><br> <br><br><br> <br>14 November 2024 |  |
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Resultsof Annual General Meeting – 14 November 2024
The directors of Nova Minerals Limited (Nova or the Company) (ASX: NVA, NASDAQ: NVA, FRA: QM3) advise that shareholders passed all resolutions placed before them at today’s Annual General Meeting.
The resolutions were voted in accordance with the Notice of Annual General Meeting, previously advised to the Australian Securities Exchange.
All resolutions were passed by way of a poll called to determine the outcome.
In accordance with Listing Rule 3.13.2 and section 251AA(2) of the Corporations Act, we advise details of the resolutions and the proxies received in respect of each resolution are set out in the attached proxy summary.
| For and on behalf of the Board. | |
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| Ian Pamensky | |
| Company Secretary |
This announcement has been authorized for release by the Company Secretary.
| Christopher<br> Gerteisen<br><br> <br>CEO<br> and Executive Director<br><br> <br>E:<br> [email protected] | Craig<br> Bentley<br><br> <br>Director<br> of Finance & Compliance & Investor Relations<br><br> <br>E:<br> [email protected]<br><br> <br>M:<br> +61 414 714 196 | Ian<br> Pamensky<br><br> <br>Company<br> Secretary<br><br> <br>E:<br> [email protected] |
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| Main Operations | Corporate | **ASX: NVA | NASDAQ: NVA | FRA: QM3** | ||
|---|---|---|---|---|---|---|
| Whiskey<br> Bravo Airstrip | Suite<br> 5, 242 Hawthorn Road, | www.novaminerals.com.au | ||||
| Matanuska-Susitna<br> Borough, Alaska, USA | Caulfield,<br> VICTORIA 3161, | Email<br> [email protected] | ||||
| 1150<br> S Colony Way Suite 3-440, | Australia | |||||
| Palmer,<br> AK 99645 | Phone<br> +61 3 9537 1238 | ACN<br> 006 690 348 |
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NovaMinerals Limited
2024Annual General Meeting
Thursday,14 November 2024
Resultsof Meeting
The following information is provided in accordance with section 251AA(2) of the Corporations Act 2001 (Cth) and ASX Listing Rule 3.13.2
| Disclosure<br> of Proxy Votes |  |
|---|---|
| Nova Minerals Limited | GPO<br> Box 5193, Sydney, NSW 2001 |
| Annual<br> General Meeting | P<br> 1300 288 664 (aus) or +61 (0)2 9698 5414 (world) |
| Thursday,<br> 14 November 2024 | F<br> +61 (0)2 8583 3040 E [email protected] |
| ABN<br> 27 152 260 814 |
In accordance with section 251AA of the Corporations Act 2001, the following information is provided in relation to resolutions put to members at the meeting.
| **** | **** | Decided by Show of | **** | Total Number of Proxy Votes exercisable by proxies | **** | Proxy Votes | **** | **** | Poll Results (if applicable) | **** | **** | Results | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Resolution | **** | Hands (S) or Poll (P) | **** | validly appointed | **** | **** | FOR | **** | **** | AGAINST | **** | **** | ABSTAIN | **** | **** | PROXY’S DISCRETION | **** | **** | FOR | **** | **** | AGAINST | **** | **** | ABSTAIN | **** | **** | OUTCOME | ||||||||
| 1 NON-BINDING RESOLUTION TO ADOPT REMUNERATION REPORT | P | 35,571,632 | 35,014,376 | 466,290 | 1,692,493 | 90,966 | 35,205,960 | 466,290 | 1,692,493 | - | ||||||||||||||||||||||||||
| **** | 98.43 | % | 1.31 | % | 0.26 | % | 98.69 | % | 1.31 | % | ||||||||||||||||||||||||||
| **** | ||||||||||||||||||||||||||||||||||||
| 2 RESOLUTION WITHDRAWN | - | Resolution withdrawn | Resolution withdrawn | |||||||||||||||||||||||||||||||||
| **** | ||||||||||||||||||||||||||||||||||||
| 3 ELECTION OF RICHARD BEAZLEY AS A DIRECTOR | P | 36,612,012 | 29,306,981 | 414,065 | 681,453 | 6,890,966 | 36,298,565 | 414,065 | 681,453 | Carried | ||||||||||||||||||||||||||
| **** | 80.05 | % | 1.13 | % | 18.82 | % | 98.87 | % | 1.13 | % | ||||||||||||||||||||||||||
| **** | ||||||||||||||||||||||||||||||||||||
| 4 APPROVAL OF 10% PLACEMENT FACILITY | P | 36,348,978 | 35,627,235 | 631,664 | 974,487 | 90,079 | 35,817,932 | 631,664 | 974,487 | Carried | ||||||||||||||||||||||||||
| **** | 98.01 | % | 1.74 | % | 0.25 | % | 98.27 | % | 1.73 | % | ||||||||||||||||||||||||||
| **** | ||||||||||||||||||||||||||||||||||||
| 5a APPROVAL FOR ISSUE OF SHARES IN LIEU OF CASH FEES – RICHARD BEAZLEY | P | 30,344,345 | 29,075,958 | 1,179,253 | 6,979,120 | 89,134 | 29,265,710 | 1,179,253 | 6,979,120 | Carried | ||||||||||||||||||||||||||
| **** | 95.82 | % | 3.89 | % | 0.29 | % | 96.13 | % | 3.87 | % | ||||||||||||||||||||||||||
| **** | ||||||||||||||||||||||||||||||||||||
| 5b APPROVAL FOR ISSUE OF SHARES IN LIEU OF CASH FEES – CHRISTOPHER GERTEISEN | P | 37,184,345 | 35,863,958 | 1,231,253 | 139,120 | 89,134 | 36,053,710 | 1,231,253 | 139,120 | Carried | ||||||||||||||||||||||||||
| **** | 96.45 | % | 3.31 | % | 0.24 | % | 96.70 | % | 3.30 | % | ||||||||||||||||||||||||||
| **** | ||||||||||||||||||||||||||||||||||||
| 5c APPROVAL FOR ISSUE OF SHARES IN LIEU OF CASH FEES – LOUIE SIMENS | P | 28,151,146 | 26,830,759 | 1,231,253 | 9,172,319 | 89,134 | 27,020,511 | 1,231,253 | 9,172,319 | Carried | ||||||||||||||||||||||||||
| **** | 95.31 | % | 4.37 | % | 0.32 | % | 95.64 | % | 4.36 | % | ||||||||||||||||||||||||||
| **** | ||||||||||||||||||||||||||||||||||||
| 5d APPROVAL FOR ISSUE OF SHARES IN LIEU OF CASH FEES – CRAIG BENTLEY | P | 37,184,345 | 35,863,958 | 1,231,253 | 139,120 | 89,134 | 36,053,710 | 1,231,253 | 139,120 | Carried | ||||||||||||||||||||||||||
| **** | 96.45 | % | 3.31 | % | 0.24 | % | 96.70 | % | 3.30 | % |
| Nova Minerals Limited | ASX Announcement | 2 |
| --- | --- | | **** | **** | Decided by Show of | **** | **** | Total Number of Proxy Votes exercisable by proxies | **** | Proxy Votes | | | | | | | | | | | | | | **** | **** | Poll Results (if applicable) | | | | | | | | | | **** | **** | Results | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Resolution | **** | Hands (S) or Poll (P) | **** | validly appointed | | **** | FOR | | **** | **** | AGAINST | | **** | **** | ABSTAIN | | **** | **** | PROXY’S DISCRETION | | **** | **** | FOR | | **** | **** | AGAINST | | **** | **** | ABSTAIN | | **** | **** | OUTCOME | | 5e RESOLUTION WITHDRAWN | | - | | | | | | | | Resolution withdrawn | | | | | | | | | | | | Resolution withdrawn | | | | | | | | | | | | | | | 5f APPROVAL FOR ISSUE OF SHARES IN LIEU OF CASH FEES – AVI GELLER | | P | | | 37,179,595 | | | 35,863,054 | | | | 1,227,293 | | | | 139,910 | | | | 89,248 | | | | 36,052,920 | | | | 1,227,293 | | | | 139,910 | | | Carried | | | | | | | | | | 96.46 | % | | | 3.30 | % | | | | | | | 0.24 | % | | | 96.71 | % | | | 3.29 | % | | | | | | | | 6 ADOPTION OF EMPLOYEE INCENTIVE SCHEME | | P | | | 28,160,865 | | | 27,143,983 | | | | 897,634 | | | | 129,401 | | | | 119,248 | | | | 27,263,231 | | | | 897,634 | | | | 129,401 | | | Carried | | | | | | | | | | 96.39 | % | | | 3.19 | % | | | | | | | 0.42 | % | | | 96.81 | % | | | 3.19 | % | | | | | | | | 7 RATIFICATION OF PRIOR ISSUE OF SHARES | | P | | | 30,921,175 | | | 29,744,216 | | | | 1,065,879 | | | | 487,490 | | | | 111,080 | | | | 29,955,914 | | | | 1,065,879 | | | | 487,490 | | | Carried | | | | | | | | | | 96.19 | % | | | 3.45 | % | | | | | | | 0.36 | % | | | 96.56 | % | | | 3.44 | % | | | | | | | | 8 APPROVAL OF ISSUE OF WARRANTS | | P | | | 36,826,230 | | | 35,743,671 | | | | 903,892 | | | | 497,235 | | | | 178,667 | | | | 36,022,956 | | | | 903,892 | | | | 497,235 | | | Carried | | | | | | | | | | 97.06 | % | | | 2.45 | % | | | | | | | 0.49 | % | | | 97.55 | % | | | 2.45 | % | | | | | | | | 9 RATIFICATION OF PRIOR ISSUE OF WARRANTS | | P | | | 36,822,075 | | | 35,638,784 | | | | 1,072,211 | | | | 501,390 | | | | 111,080 | | | | 35,850,482 | | | | 1,072,211 | | | | 501,390 | | | Carried | | | | | | | | | | 96.79 | % | | | 2.91 | % | | | | | | | 0.30 | % | | | 97.10 | % | | | 2.90 | % | | | | | | | | 10 APPROVAL FOR ISSUE OF SHARES – REDCHIP COMPANIES, INC | | P | | | 37,006,233 | | | 35,297,921 | | | | 1,529,645 | | | | 317,232 | | | | 178,667 | | | | 35,577,206 | | | | 1,529,645 | | | | 317,232 | | | Carried | | | | | | | | | | 95.38 | % | | | 4.13 | % | | | | | | | 0.48 | % | | | 95.88 | % | | | 4.12 | % | | | | | | | | 11 APPROVAL FOR ISSUE OF SHARES – WHITTLE CONSULTING PTY LTD | | P | | | 37,006,233 | | | 35,398,121 | | | | 1,429,445 | | | | 317,232 | | | | 178,667 | | | | 35,677,406 | | | | 1,429,445 | | | | 317,232 | | | Carried | | | | | | | | | | 95.65 | % | | | 3.86 | % | | | | | | | 0.48 | % | | | 96.15 | % | | | 3.85 | % | | | | | | | | 12 APPROVAL FOR ISSUE OF NOTE – NEBARI CONVERTIBLE FACILITY | | P | | | 26,668,372 | | | 25,704,293 | | | | 785,412 | | | | 7,456,799 | | | | 178,667 | | | | 25,983,578 | | | | 785,412 | | | | 7,456,799 | | | Carried | | | | | | | | | | 96.38 | % | | | 2.95 | % | | | | | | | 0.67 | % | | | 97.07 | % | | | 2.93 | % | | | | | | |
| Nova Minerals Limited | ASX Announcement | 3 |
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Exhibit99.2
| ASX RELEASE<br><br> <br>****<br><br> <br>14 November 2024 |  |
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2024AGM - Letter from Nova Chairman, Mr. Richard Beazley
Dear fellow shareholders
During the past year, our sixth year operating at Estelle, Nova Minerals Limited ((ASX: NVA, NASDAQ: NVA, FSE: QM3) “Nova” or “Nova Minerals” or the “Company”) has continued with our exploration and development efforts to progress the project, which has now become not only an exciting gold project, but also a district rich in critical minerals, including the strategically important mineral antimony, whilst operating in difficult capital markets. The focus has been to add value by advancing the high-grade RPM deposit towards production as soon as possible with a PFS currently under way investigating a low capital scalable operation at RPM with the goal to generate short term cashflow with high margins to self-fund future expansion plans, which will also be outlined at a scoping level, for the wider Estelle gold district to demonstrate the exciting potential of decades of mine life with multiple mining centres within the one project. With gold currently running at all-time highs, Nova has engaged renown consultants Whittle Consulting, who are taking part of their fee in shares, METS Engineering, and Roughstock Mining to optimise and fast-track RPM into production.
In parallel, while conducting old school boots and hammer exploration techniques across the other 20+ exciting prospects on the Estelle district this year, we also made the exciting discovery that the scarce mineral Stibnite, the primary ore source for the critical mineral antimony, is abundant and coincident with gold on the property, particularly at the new Stibium and Styx prospects, as well as in the Train and Trumpet areas. With the USA currently having limited domestic supply, China recently announcing a restriction on antimony exports, and antimony prices also at all-time highs, Nova recognised early on the potential that antimony has for the project and has developed strong relationships with various federal and state government departments to present Nova as a potential domestic partner to supply the US with antimony and other critical minerals. Scoping level metallurgical studies have also been commenced on adding antimony and critical minerals processing into the flow sheet and the Company has been actively pursuing grant opportunities to potentially develop a small-scale starter mine for antimony at Stibium for early cashflow. The Company looks forward to giving more insight into the plans of moving this forward over the coming months.
On the corporate front, the most significant activity over the past year has been the successful completion of the US listing on the Nasdaq Capital Market. This achievement has been an important milestone for the Company in terms of opening new and much larger capital markets and expanding the potential support for the development and growth of Nova in reaching its strategic goals sooner while endeavouring to minimize dilution to shareholders. In recent months, the Company has undertaken a very active marketing program, which has included TV advertising on business networks and webinars. The Company has also presented at conferences to potential new investors in New York. The US listing has been a huge undertaking for a relatively small team to execute and complete, and it is an opportune time now to say thank you to the Nova team, the advisors, the bankers, and all those involved for the tireless efforts that generally go unrecognised to achieve this major milestone for the Company.
| Main Operations | Corporate | **ASX: NVA | NASDAQ: NVA | FRA: QM3** | ||
|---|---|---|---|---|---|---|
| Whiskey<br> Bravo Airstrip | Suite<br> 5, 242 Hawthorn Road, | www.novaminerals.com.au | ||||
| Matanuska-Susitna<br> Borough, Alaska, USA | Caulfield,<br> VICTORIA 3161, | Email<br> [email protected] | ||||
| 1150<br> S Colony Way Suite 3-440, | Australia | |||||
| Palmer,<br> AK 99645 | Phone<br> +61 3 9537 1238 | ACN<br> 006 690 348 |
| Nova Minerals Limited | ASX Announcement | 1 |
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While the global economy remains dynamic with various tensions and conflicts, changing political outlooks, and price movements through the numerous financial markets, we continue to remain optimistic about the rising importance of gold and antimony in the marketplace, and take the view that Nova is well placed to recognise this significant upside. The focus for the Company will continue to be the de-risking of the project and the establishment of a solid foundation for future growth through prudent allocation of capital. We have also commenced a search for a high calibre independent director based in the US with experience in funding and building projects to add significant talent to the team to assist us with progressing Estelle rapidly towards production.
As always, we want to actively engage with all our stakeholders as we continue on our journey in creating value as we development the Estelle gold and critical minerals district. With that in mind I would like to acknowledge the diligent contributions from the Nova team, supporting stakeholders, and fellow Board of Directors for an immense year with all its achievements. With an RPM optimisation and PFS underway, as well an updated scoping level study on the wider project, and in parallel progressing the antimony opportunity, we believe that Nova is well position for another exciting year ahead and we look forward to updating the market on our progress.
RichardBeazley
Non-executiveChairman
Further discussion and analysis of the Estelle Gold Project is available through the interactive Vrify 3D animations, presentations, and videos, all available on the Company’s website. www.novaminerals.com.au
Thisannouncement has been authorized for release by the Executive Directors.
| Christopher<br> Gerteisen<br><br> <br>CEO<br> and Executive Director<br><br> <br>E:<br> [email protected] | Craig<br> Bentley<br><br> <br>Director<br> of Finance & Compliance & Investor Relations<br><br> <br>E:<br> [email protected]<br><br> <br>M:<br> +61 414 714 196 | Ian<br> Pamensky<br><br> <br>Company<br> Secretary<br><br> <br>E:<br> [email protected] |
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AboutNova Minerals Limited
Nova Minerals Limited is a Gold, Antimony and Critical Minerals exploration and development company focused on advancing the Estelle Project, comprised of 514 km^2^ of State of Alaska mining claims, which contains multiple mining complexes across a 35 km long mineralized corridor of over 20 advanced Gold and Antimony prospects, including two already defined multi-million ounce resources, and several drill ready Antimony prospects with massive outcropping stibnite vein systems observed at surface. The 85% owned project is located 150 km northwest of Anchorage, Alaska, USA, in the prolific Tintina Gold Belt, a province which hosts a >220 million ounce (Moz) documented gold endowment and some of the world’s largest gold mines and discoveries including, Barrick’s Donlin Creek Gold Project and Kinross Gold Corporation’s Fort Knox Gold Mine. The belt also hosts significant Antimony deposits and was a historical North American Antimony producer.
| Nova Minerals Limited | ASX Announcement | 2 |
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CautionaryNote Regarding Forward-Looking Statements
This news release contains “forward-looking information” within the meaning of applicable securities laws. Generally, any statements that are not historical facts may contain forward-looking information, and forward looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget” “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or indicates that certain actions, events or results “may”, “could”, “would”, “might” or “will be” taken, “occur” or “be achieved.” Forward-looking information is based on certain factors and assumptions management believes to be reasonable at the time such statements are made, including but not limited to, continued exploration activities, Gold and other metal prices, the estimation of initial and sustaining capital requirements, the estimation of labor costs, the estimation of mineral reserves and resources, assumptions with respect to currency fluctuations, the timing and amount of future exploration and development expenditures, receipt of required regulatory approvals, the availability of necessary financing for the Project, permitting and such other assumptions and factors as set out herein. apparent inconsistencies in the figures shown in the MRE are due to rounding Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: risks related to changes in Gold prices; sources and cost of power and water for the Project; the estimation of initial capital requirements; the lack of historical operations; the estimation of labor costs; general global markets and economic conditions; risks associated with exploration of mineral deposits; the estimation of initial targeted mineral resource tonnage and grade for the Project; risks associated with uninsurable risks arising during the course of exploration; risks associated with currency fluctuations; environmental risks; competition faced in securing experienced personnel; access to adequate infrastructure to support exploration activities; risks associated with changes in the mining regulatory regime governing the Company and the Project; completion of the environmental assessment process; risks related to regulatory and permitting delays; risks related to potential conflicts of interest; the reliance on key personnel; financing, capitalization and liquidity risks including the risk that the financing necessary to fund continued exploration and development activities at the Project may not be available on satisfactory terms, or at all; the risk of potential dilution through the issuance of additional common shares of the Company; the risk of litigation.
Although the Company has attempted to identify important factors that cause results not to be as anticipated, estimated or intended, there can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. Forward looking information is made as of the date of this announcement and the Company does not undertake to update or revise any forward-looking information which is included herein, except in accordance with applicable securities laws. All drilling and exploration activities is subject to no unforeseen circumstances.
| Nova Minerals Limited | ASX Announcement | 3 |
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