6-K
Nova Minerals Ltd (NVA)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,D.C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2025
CommissionFile Number 001-42132
NOVAMINERALS LIMITED
(Translation of registrant’s name into English)
Suite5, 242 Hawthorn Road,
Caulfield,Victoria 3161
Australia+61 3 9537 1238
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
☒ Form 20-F ☐ Form 40-F
NOVAMINERALS LIMITED
EXPLANATORYNOTE
On September 18, 2025, Nova Minerals Limited (the “Company”) filed in Australia its Annual Report for the year ended June 30, 2025 (the “Annual Report’), with the Australian Securities Exchange, as required by the laws and regulations of Australia, a copy of which is furnished as Exhibit 99.1 to this report on Form 6-K
On September 18, 2025, the Company filed in Australia its Corporate Governance Statement and Appendix 4G for the year ended June 30, 2025 (the “Corporate Governance Statement), with the Australian Securities Exchange, as required by the laws and regulations of Australia, a copy of which is furnished as Exhibit 99.2 to this report on Form 6-K
The Annual Report, and Corporate Governance Statement are furnished herewith as Exhibits 99.1 and 99.2 to this report on Form 6-K. The information in the attached Exhibits 99.1 and 99.2 are being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such a filing.
FinancialStatements and Exhibits.
The following exhibits are being filed herewith:
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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 | ||
|---|---|---|
| Date:<br> September 18, 2025 | By: | /s/ Ian Pamensky |
| Name: | Ian<br> Pamensky | |
| Title: | Corporate<br> Secretary |
| -3- |
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Exhibit 99.1
| Nova Minerals Ltd | Annual Report 2025  2 |
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Contents
| Message from the CEO | 4 |
|---|---|
| Highlights | 5 |
| Review of Operations | 6 |
| Results of Operations | 16 |
| Directors’ Report | 23 |
| Remuneration Report | 37 |
| Auditors Independence Declaration | 46 |
| Financial Statements | 48 |
| Notes to the Financial Statements | 56 |
| Director’s Declaration | 88 |
| Independent Auditor’s Report | 89 |
| ASX Additional Information | 94 |
| Nova Minerals Ltd | Annual Report 2025  3 |
| --- | | Message from the CEO, Christopher Gerteisen<br><br> <br>****<br><br> <br>Dear<br> Fellow Shareholders,<br><br> <br><br><br> <br>As a proud Alaskan, it has long been<br>my dream to unlock the extraordinary resource potential of this great state — responsibly, sustainably, and in a way that creates<br>lasting value for our communities, shareholders, and the nation. Today, that vision is coming to life. | | --- |
In 2025, Nova Minerals has made transformative progress on all fronts, advancing our flagship Estelle Gold and Critical Minerals Project into a new phase of scale, opportunity, and national significance.
Our recent engagement with Alaska Governor Mike Dunleavy underscores our shared commitment to building the infrastructure foundation needed to realize this project’s full potential. The West Susitna Access Road, Port Mackenzie upgrade, and Alaska LNG (AKLNG) are more than just physical enablers — they are strategic pillars that support year-round access, global logistics, and clean energy for processing operations at Estelle. These projects are not only good for Nova, but they are also good for Alaska too.
This alignment is reinforced by two landmark Presidential Executive Orders issued in 2025, calling for urgent action to unleash Alaska’s resource potential and secure American mineral production. Nova is proud to be answering that call with real, measurable results.
From a technical standpoint, 2025 has also been a year of breakthrough developments.
At the RPM Deposit, we achieved outstanding gold recoveries through a multi-stream approach. Low-grade material saw a 4.3× upgrade through ore sorting (from 1.32 g/t to 5.72 g/t), while heap leach testing delivered up to 68.7% gold recovery — highlighting a potential scalable, low-cost path forward. For high-grade ore, our CIP/CIL circuits are being optimized to maximize recoveries and throughput for the upcoming Pre-Feasibility Study.
Meanwhile, our Styx Antimony Prospect has emerged as a strategic asset in its own right. In 2025, we completed ore sorting trials that returned a 60.3% antimony concentrate (from 26.1% of mass), representing a 2.3× upgrade — and achieved 52.5% gold recovery in the tails. This positions Nova to potentially deliver a domestic supply of a defense-critical mineral, right at a time when global demand and geopolitical pressure are intensifying. But our ambitions go even further.
Our long-term vision is to unlock an entirely new, world-class mineral trend in Alaska — on par with the Carlin Trend in Nevada — capable of hosting multiple large-scale mines across a district that is still in its infancy. Nova’s Estelle Project has the underlying resources, scale, and scope to unlock a trend of this magnitude. The geological footprint of Estelle, combined with recent drill results and ongoing resource growth, demonstrates the vast potential for multiple, large-scale gold and critical mineral discoveries. This potential places us at the forefront of a globally significant mining province in the making.
We are not just developing a gold project — we are building a dual-commodity critical minerals and gold hub, underpinned by robust infrastructure, low-cost scalability, and deep national relevance.
Looking ahead, our focus remains clear: continue de-risking and growing Estelle, progressing toward production, and delivering value through smart development, innovation, and partnerships. We are grateful for the continued support of our shareholders, indigenous partners, local communities, and government stakeholders.
Nova’s journey is just beginning — and I’m honoured to lead a team that shares my passion for Alaska and our mission to help build a secure, sustainable resource future for all.
Christopher Gerteisen
CEO and Executive Director
| Nova Minerals Ltd | Annual Report 2025  4 |
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| Nova Minerals Ltd | Annual Report 2025  5 |
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Review of Operations
Dual Commodity Focus – Gold and Antimonyin Alaska
Following the discovery of the rare critical mineral antimony — of which the U.S. currently has no domestic supply and China recently imposed a complete export ban — across multiple prospects within the Estelle claim blocks last year, and further high-grade findings from this year’s surface sampling program, Nova is now focused on a dual commodity strategy with a vision to:
Develop Estelle to become a world-class, tier-one, global gold producer, and to help secure a U.S domestic supply chain for the strategic mineral antimony, from mining to a refined product.
To realize this vision, the Company is progressing both the gold Pre-Feasibility Study (PFS) for a starter mine at RPM and an updated scoping study for the broader Estelle project, which includes Korbel. In parallel, the Company is advancing U.S. government grant initiatives that could potentially accelerate the development of its antimony assets into near-term production. Independent resources expert RFC Ambrian has recognized the project as one of only nine potentially viable near-term antimony projects worldwide. Nova was a pioneer in recognizing the potential of its antimony assets, building strong relationships with both state and federal government departments, and is now well advanced in the U.S. government grants process.
The company is also exploring opportunities to capitalize on the recent U.S. government initiatives to boost domestic mineral production, with a particular focus on the presidential action aimed at unlocking Alaska’s vast resource potential, to potentially accelerate the timeline for getting Estelle into production.
Figure 1. Estelle’s gold and antimony assets
| Nova Minerals Ltd | Annual Report 2025  6 |
| --- |
Figure 2. Nova’s antimony vision – From mining to a refined product in Alaska
2024Drill Program Results
In the first half of the 2025 financial year, Nova conducted a focused 21-hole reverse circulation (RC) drilling program in the RPM starter pit area using the company’s own drill rig. The primary goal of this shallow drilling, performed on a new pad (Pad 24-1) between the previous RPM North pads, was to confirm near-surface mineralization at depths of less than 50 meters to support the ongoing Pre-Feasibility Study (PFS) for the RPM starter mine.
The 2024 infill and step-out drilling program successfully expanded the high-grade core zone at RPM North to surface, with over 20 significant broad intercepts grading >5 g/tAu, and a high of 52.7 g/t Au. All holes ended in mineralization, with significant results including (ASX Announcements: 9,16, and 23 October 2024) :
| ● | RPMRC-24005: 43m @ 4.4 g/t Au from 2m,<br>including 23m @ 7.3 g/t Au from 2m, 13m @ 10.7 g/t Au from 2m, and 2m @ 39.2 g/t Au from 13. |
|---|---|
| ● | RPMRC-24008: 45m @ 3.4 g/t Au from surface,<br>including 31m @ 3.4 g/t Au from 3m, and 8m @ 10.5 g/t Au from 22m. |
| --- | --- |
| ● | RPMRC-24016: 39m @ 5.4 g/t Au from surface,<br>including 20m @ 10.2 g/t Au from 5m, and 11m @ 16.4 g/t Au from 12m. |
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| ● | RPM-24017: 29m @ 7.1 g/t Au from surface,<br>including 22m @ 9.4 g/t Au from surface, 6m @ 19.9 g/t Au from 16m, and 2m @ 52.7 g/t Au from 19m. |
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| ● | RPMRC-24020:<br>28m @ 4.5 g/t Au from surface, including 23m @ 5.3 g/t Au from 5m, 6m @ 14.3 g/t Au from 11m, and 3m @ 25.0 g/tAu from 14m. |
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| Nova Minerals Ltd | Annual Report 2025  7 |
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Figure 3. 3D Vrify model looking at RPM North with 2024 drill result highlights
Figure 4. RPM area showing the potential RPM starter pit and the Valley zone
| Nova Minerals Ltd | Annual Report 2025  8 |
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The secondary objective of the 2024 shallow drill program was to expand drilling to the south and southwest of the current RPM North resource, aiming to explore a potential connection with the RPM Valley zone, located approximately 150 meters to the southwest (Figure 4). Recent geological mapping in this area has identified highly prospective mineralized intrusive rocks, supported by anomalous surface sample results. Drilling results from holes RPMRC-24001 to RPMRC-24004 (summarized below) suggest that the RPM North deposit remains open towards the south-southwest and may be linked to the RPM Valley zone. These encouraging results support the case for follow-up diamond drilling, now being conducted, to further evaluate the significant potential for resource expansion.
| ● | RPMRC-24001:<br>24m @ 0.6 g/t Au from 6m |
|---|---|
| ● | RPMRC-24002:<br>45m @ 0.6 g/t Au from 3m, including 20m @ 1.1 g/t Au from 25m and 12m @ 1.5 g/t Au from 26m |
| --- | --- |
| ● | RPMRC-24004:<br>31m @ 0.6 g/t Au from 3m |
| --- | --- |
New Gold and Antimony Discoveries from an ExtensiveSurface Exploration Program
During the 2024 field season Nova’s Head of Exploration, Mr Hans Hoffman, undertook another extensive surface exploration mapping and sampling program across the entire Estelle Project focused on gold and antimony and comprising of 511 soil samples, 225 rock samples, and 5 tons of bulk sample material. This program resulted in a number of significant new discoveries of both gold and antimony including:
| ● | High-grade<br>antimony (Sb) and gold discovered in outcrop at the Styx prospect, with grades up to 54.1% Sb and 9.8 g/t Au (ASX Announcement: 22 November<br>2024). |
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| ● | The<br>previously identified high-grade gold mineralization zone at Muddy Creek has been extended by a further 400m to 800m in length now with<br>6 rock samples > 10 g/t Au and 8 soil samples > 2 g/t Au and a high of 128.5 g/t Au. Muddy Creek is considered to be one of the<br>most impressive gold anomalies on the claim block to date (ASX Announcement: 27 November 2024). |
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| ● | Rock<br>and soil samples for both antimony and gold collected at the Stibium prospect identified an 800m long by 400m wide antimony-gold rich<br>zone with antimony results of up to 56.7% Sb and 11 samples > 30% Sb, and gold results up to 141 g/t Au and 7 samples > 20 g/t<br>Au. (ASX Announcements: 5 and 11 December 2024). |
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| ● | Rock<br>samples from the Wombat prospect revealed exceptionally high-grade gold in quartz veins with 7 rock samples > 2 g/t Au and a high<br>of 360 g/t Au (ASX Announcement: 23 January 2025). |
| --- | --- |
| ● | Surface<br>sampling in the RPM Regional area identified further high-grade RPM style gold with 20 rock samples > 1 g/t Au and a high of 52.3<br>g/t Au, along with glacial debris lobe till sampling averaging 1.1 g/t Au over 1.7km (ASX Announcement: 3 February 2025). |
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2025 Exploration and Drill Program
In mid-June 2025, Nova commenced an up to 15,000m drill program which will concentrate on advancing the RPM and Korbel gold deposits toward feasibility and permitting, while also initiating a maiden resource at the Stibium prospect for both gold and antimony (ASX Announcement: 30 May and 11 June 2025). To ensure cost efficiency, the 2025 drilling campaign will utilize two diamond drill rigs alongside the Company-owned reverse circulation (RC) rig. The program is scheduled to run for approximately three months during the Alaskan summer.
| Nova Minerals Ltd | Annual Report 2025  9 |
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Approximately 10,000m of drilling is planned at RPM, with four primary objectives:
| 1. | Further define the RPM deposit by (Figure 5): |
|---|---|
| ○ | Testing the eastern strike extensions below a fractured zone (notably RPM-004) and target the key hornfels/intrusive<br>contact zone. |
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| ○ | Upgrading the measured and indicated resources at the main deposit and investigating southern intrusive<br>dikes. |
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| ○ | Expand the deposit westward into the valley by targeting mineralized contact zones. |
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| 2. | RC exploration drilling to target geochemical anomalies along<br>the ridge line (Figure 6). |
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| 3. | RC drilling the glacial debris area to follow up on 2024 sampling<br>results showing high gold grades - up to 52.3 g/t Au and 1.1 g/t Au average over 1.7 km (Figure 6). |
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| 4. | Hydrology wells to enhance the understanding of surface/groundwater<br>for environmental and permitting purposes. |
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Figure5. 2025 drill target areas at/near the RPM deposit
| Nova Minerals Ltd | Annual Report 2025  10 |
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Figure 6. 2025 exploration drill targets outside the main RPM deposit zone
| Nova Minerals Ltd | Annual Report 2025  11 |
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Approximately 3,000m of drilling is planned at the Stibium prospect, targeting the establishment of a maiden mineral resource estimate for both gold and antimony. This target will be expanded to include further diamond drill rigs if the Company is successful in its application for U.S. Department of Defense funding to fast track its antimony assets (Figures 7 and 8).
Figure 7. Antimony soils heat map with rock samples highlighting resource drill targets
| Nova Minerals Ltd | Annual Report 2025  12 |
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Figure 8. Gold soils heat map with rock samples highlighting resource drill targets
Approximately 2,000m of drilling is planned at Korbel, where Nova has already defined a multimillion-ounce, bulk-tonnage gold resource. This campaign will primarily focus on evaluating a potential higher-grade starter pit at Korbel Main (Figure 9), with the flexibility to extend the drilling to additional high-priority targets across the broader valley.
| Nova Minerals Ltd | Annual Report 2025  13 |
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Figure9. Map of the Korbel Valley area showing potential 2025 drill targets
An extensive regional surface exploration program will run in parallel with drilling, with field teams conducting geological mapping, geochemical sampling, and target delineation across the broader Estelle Project area. This work will specifically focus on identifying and advancing new high-priority prospects to support future resource growth. High-priority areas will include adding coverage north of Korbel, increasing sample density between Portage Pass and Tomahawk, and follow-up mapping and sampling at West Wing, Styx, and the greater Train area (Figure 10). Korbel, West Wing, and Styx all offer a good opportunity to discover increased mineralization near the intrusive/hornfels (Kahiltna Flysch) contacts. In addition, infill sampling will be conducted at RPM and Styx.
| Nova Minerals Ltd | Annual Report 2025  14 |
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Figure 10. Map of the Estelle project highlighting areas for surface sampling work in 2025
| Nova Minerals Ltd | Annual Report 2025  15 |
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Sale of Snow Lake Resources Ltd
On 31 December 2024 Nova sold its entire investment of 6.6 million shares in Snow Lake Resources realizing US$6.73M (A$10.85M) in gross proceeds, or US$6.53M (A$10.5M) net of sale costs.
Conversion of Nebari Convertible Loan
On 8 January 2025 Nebari Gold Fund 1, LLP converted the full outstanding balance of the Nebari convertible loan note of US$5.42M (A$8.75M) into ordinary shares in the Company at A$0.25c per share in accordance with the terms of the Nebari Note, which was approved by shareholders at the Company’s Annual General Meeting held on 14 November 2024. With the conversion, which resulted in the Company issuing Nebari with 35,007,644 shares on 13 January 2025, the Company is now debt free and funded to progress its gold and antimony assets.
Results of Operations
The following tables sets forth a summary of our audited consolidated results of operations for the years ended June 30, 2025 and 2024. The information should be read together with the audited consolidated financial statements and related notes contained elsewhere in this annual report. Historical results presented below are not necessarily indicative of the results that may be expected for any future period.
| Consolidated | ||||||
|---|---|---|---|---|---|---|
| 30-Jun 2025 | 30-Jun 2024 | Change | ||||
| A | A | A | % | |||
| Capitalized Exploration and Evaluation | 9 | % |
All values are in US Dollars.
In accordance with IFRS accounting standards, we capitalize our exploration and evaluation expenditure which comprises of all costs associated with our exploration programs including, but not limited to drilling, metallurgical work, project consulting, camp costs, sample analysis, and mine studies, in the statement of financial position. During the year ended June 30, 2025, we conducted a small drill program using our owned reverse circulation (RC) drill rig, as well as commenced a much larger drill program near the end of the financial year, along with conducting another extensive surface sampling program across the Estelle Project, as detailed in the review of operations section of this analysis above. In the year ended June 30, 2025 capitalized exploration and evaluation increased by $8,017,975 or 9%. $6,978,760 of this increase was directly related to the capitalized costs of the 2024/25 drilling and surface exploration program. The remaining $1,039,215 of the increase was due to the foreign exchange revaluation of the balance, as the balance is recorded in USD in one of our wholly-owned U.S. subsidiaries, and the AUD:USD exchange rate dropped by around 1% over the year since June 30, 2024.
| For the Year Ended June 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Change | |||||||
| A | A | A | % | ||||||
| Other Income/(Loss) | |||||||||
| Other income, gains and losses | ) | ) | -64 | % | |||||
| Expenses | |||||||||
| Administration expense | 43 | % | |||||||
| Contractors and consultants | 112 | % | |||||||
| Share based payments | ) | ) | -476 | % | |||||
| Sale of investment costs | -100 | % | |||||||
| Amortization of financial liability | ) | -44 | % | ||||||
| Finance costs | ) | -49 | % | ||||||
| Total Expenses | 17 | % | |||||||
| Loss after income tax | ) | ) | -32 | % | |||||
| Total comprehensive (loss)/income | ) | ) | -36 | % |
All values are in US Dollars.
| Nova Minerals Ltd | Annual Report 2025  16 |
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During the year ended June 30, 2025, we incurred total operating expenses of $7,498,674, as compared to total operating expenses of $6,410,292 in 2024, for an increase of $1,088,382 or 17%. The increase in total operating expenses in the current period is principally a result of increased listing and related consulting and legal fees from being dual listed on both the ASX and Nasdaq exchanges in Australia and the U.S., respectively, as well as increased marketing in both Australia and the U.S., and higher professional fees relating to the U.S. government antimony grant process, and mine and engineering consulting on the Estelle Project. The size of this increase has also been partially offset by the gain on share based payments as discussed below.
Key components of our results of operations during the years ended June 30, 2025, and 2024 are discussed as follows:
| ● | Other<br>income, gains and losses were a loss of $3,600,497 for the year ended June 30, 2025, compared to a loss of $9,979,000 for the year ended<br>June 30, 2024. The change of $6,378,503 or 64%, is principally due to the $6,934,776 gain on sale from the Snow Lake shares. |
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| ● | Administration<br>expense totalled $5,071,530 for the year ended June 30, 2025, compared to $3,536,622 for the year ended June 30, 2024. The increase of<br>$1,534,908 or 43% is principally due to higher listing, legal, and consulting costs associated with our now being dual listed in Australia<br>and the United States on the ASX and Nasdaq Capital Market, respectively. In addition, in conjunction of the U.S. listing and the discovery<br>of the critical mineral antimony onsite we also dramatically increased our marketing in both Australia and the U.S. during 2025. |
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| ● | Contractors<br>and consultants totalled $2,680,374 for the year ended June 30, 2025, compared to $1,264,728 for the year ended June 30, 2024. The increase<br>of $1,415,646 or 112% is principally due to higher consultant costs in relation the U.S. government antimony grant process, and increased<br>metallurgical assessment and mining engineering consulting during the period. |
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| ● | Share<br>based payments was a gain of $1,261,489 for the year ended June 30, 2025, compared to a loss of $335,669 for the year ended June 30,<br>2024. The decrease in costs of $1,597,158 or 476% is due to the revaluation of the outstanding director options as the directors reassessed<br>the options in light of the vesting conditions and determined that a revaluation was necessary. |
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| Nova Minerals Ltd | Annual Report 2025  17 |
| --- | | ● | Sale<br>of investment costs of $325,339 for the year ended June 30, 2025 relates to the sale of the Snow Lake shares on December 31, 2024. | | --- | --- | | ● | Amortization<br>of financial liability was a loss $324,962 for the year ended June 30, 2025, compared to a loss of $577,961 for the year ended June 30,<br>2024. The decrease in amortization of $252,999 or 44% is due to lower amortization costs relating to the Nebari Gold Fund 1, LP (“Nebari”)<br>convertible loan (“Nebari Convertible Loan”) as Nebari converted the full outstanding balance of the loan to shares in January<br>2025. | | --- | --- | | ● | Finance<br>costs totalled $357,958 for the year ended June 30, 2025, compared to $695,312 for the year ended June 30, 2024. The decrease of $337,354<br>or 49% is due to lower interest on the Nebari loan as Nebari converted the full outstanding balance of the loan to shares in January<br>2025. | | --- | --- |
Overall, we recorded a net loss of $11,099,171 for the year ended June 30, 2025, compared to a net loss of $16,389,292 for the year ended June 30, 2024. The reduction in the loss of $5,290,121 or 32% was principally due to the gain on sale of the Snow Lake shares of $6,934,776, and a reversal of share based payments of $1,261,489 as the directors reassessed the value of the options in light of the vesting conditions and determined a revaluation was necessary.
We also recorded a comprehensive loss of $10,510,986 for the year ended June 30, 2025, compared to a comprehensive loss of $16,327,801 for the year ended June 30, 2024. The change of $5,816,815 or 36% was principally due to the gain on sale of the Snow Lake shares of $6,934,776, and a reversal of share based payments of $1,261,489 as the directors reassessed the value of the options in light of the vesting conditions and determined a revaluation was necessary.
Net loss per share for the year ended June 30, 2025, on both a basic and diluted basis was $0.03 per share compared to $0.08 per share for the year ended June 30, 2024.
Liquidity and Capital Resources
The following table sets forth a summary of our audited consolidated cash flows for the periods indicated. The information should be read together with the audited consolidated financial statements and related notes included elsewhere in this annual report. Historical results presented below are not necessarily indicative of the results that may be expected for any future period.
| For the Year Ended June 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| A | A | |||
| Net cash used in operating activities | ) | ) | ||
| Net cash from/(used in) investing activities | ) | |||
| Net cash from financing activities |
All values are in US Dollars.
Cash flows used in operating activities relate to payments to suppliers for services which are essential to our operations, including but not limited to, listing expenses, external consultants for, legal, audit, tax, mine engineering studies and antimony grants assistance and advice, directors’ fees, marketing, and interest costs on the Nebari Convertible Loan. The increase in net cash paid for operating activities during the year ended June 30, 2025, to $7,640,379 compared with $3,666,768 for the year ended June 30, 2024 is principally due to the additional payments required during the period for the costs associated with the U.S. Nasdaq listing, including listing fees, legal and audit and other consultant costs, additional consulting costs for mine engineering studies and antimony grant work and advice, and additional marketing undertaken in both Australia and the U.S. for the listing and the antimony discoveries.
| Nova Minerals Ltd | Annual Report 2025  18 |
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Cash flows from investing activities represent the proceeds received from the sale of our shareholding in Snow Lake Resources during the year. Cash flows used in investing activities relate to payments to suppliers which are essential to the advancement of work on the Estelle Project including payments for the purchase of property, plant and equipment, and exploration an evaluation expenses related to the exploration programs undertaken during the period which are capitalized in the statement of financial position. The increase in net cash from investing activities during the year ended June 30, 2025 to $4,121,973 compared with net cash used in investing activities of $13,321,921 for the year ended June 30, 2024 is principally due to a combination of the Company undertaking a much smaller drill program during the 2025 year using the Company owned RC drill rig to keep costs lower, and the proceeds received from the sale of our holding in Snow Lake Resources.
Cash flows from financing activities relate to receipts received from the proceeds of capital raisings and the exercise of options and warrants. The increase in net cash received from financing activities during the year ended June 30, 2025, to $9,793,856 compared with $986,892 for the year ended June 30, 2024, is due to the net proceeds received from our July and September 2024 underwritten public offerings as well proceed received from the exercise of warrants during the period.
Significant Subsequent Events
US$12.21M NASDAQ Offering and OverallotmentTake Up
On 16 July 2025 the Company announced the closing of an underwritten public offering of 1,200,000 American Depository Shares (“ADS"), with an ADS to-ordinary-share ratio of 1 to 60 (Comprising of 72,000,000 ordinary shares), at a price to the public of US$9.25 per ADS, for gross proceeds of US$11,100,000, before deducting underwriting discounts and offering expenses. On 17 July 2025 the Company’s underwriters also partially exercised their over-allotment option to purchase an additional 108,400 ADSs (Comprising of 6,504,000 ordinary shares) at the public offering price of US$9.25 per ADS for additional gross proceeds of US$1,002,700. As a result, the gross proceeds of the Company’s public offering, including the proceeds from the exercise of the over-allotment option, totaled US$12,102,700, before deducting underwriting discounts and offering expenses.
2026 Financial Year Next Steps
Following the successful completion of the July 2025 U.S. public offering, Nova’s balance sheet has been significantly strengthened, with a cash position of approximately $26.2 million and no outstanding debt. The Company has made meaningful progress on its U.S. grant applications for antimony, and drilling and surface exploration activities are currently underway on site. These developments mark the continued advancement of the project toward production, positioning Nova to become a potential near to medium-term supplier of both gold and the critical mineral antimony.
Upcoming potential catalysts include:
| ● | Potential U.S. grants for antimony |
|---|---|
| ● | Assay results from the current drill program |
| --- | --- |
| ● | Assay results from the surface exploration programs currently<br>underway |
| --- | --- |
| ● | Mine and infrastructure permitting |
| --- | --- |
| Nova Minerals Ltd | Annual Report 2025  19 |
| --- | | ● | Technical project studies | | --- | --- | | ● | Resource update, gold and antimony | | --- | --- | | ● | Pre-Feasibility Study | | --- | --- | | ● | Metallurgical test work ongoing | | --- | --- | | ● | Environmental test work ongoing | | --- | --- | | ● | West Susitna access road updates | | --- | --- |
| Nova Minerals Ltd | Annual Report 2025  20 |
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| Nova Minerals Ltd | Annual Report 2025  21 |
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FinancialReport
| Directors’ Report | 23 |
|---|---|
| Remuneration Report | 37 |
| Auditors Independence Declaration | 46 |
| Consolidated Statement of Profit or Loss and Other Comprehensive Income | 50 |
| Consolidated Balance Sheet | 51 |
| Consolidated Statement of Changes in Equity | 52 |
| Consolidated Statement of Cash Flows | 54 |
| Notes to the Financial Statements | 56 |
| Director’s Declaration | 88 |
| Independent Auditor’s Report | 89 |
| Nova Minerals Ltd | Annual Report 2025  22 |
| --- |
Directors’ Report
The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'consolidated entity') consisting of Nova Minerals Limited (referred to hereafter as the 'company' or 'parent entity') and the entities it controlled at the end of, or during, the year ended 30 June 2025.
Directors
The following persons were directors of Nova Minerals Limited during the whole of the financial year and up to the date of this report, unless otherwise stated:
Richard Beazley (Appointed 24 July 2024)
Christopher Gerteisen
Louie Simens
Craig Bentley
Avi Geller
Rodrigo Pasqua (Resigned 14 November 2024)
Chaim (Dovi) Berger (Appointed 1 July 2025)
Principal Activities
During the financial year the principal contributing activities of the consolidated entity consisted of mining exploration.
Dividends
There were no dividends paid, recommended, or declared during the current or previous financial year.
Significant Changes in the State of Affairs
There were no significant changes in the state of affairs of the consolidated entity during the financial year.
Matters Subsequent to the End of the Financial Year
The following events have occurred subsequent to 30 June 2025:
| ● | On<br>17 July 2025 the Company announced the closing of an underwritten public offering of 1,200,000 American Depository Shares (“ADS"),<br>with an ADS to-ordinary-share ratio of 1 to 60 (Comprising of 72,000,000 ordinary shares), at a price to the public of US$9.25 per ADS,<br>for gross proceeds of US$11,100,000, before deducting underwriting discounts and offering expenses. On 18 July 2025 the Company’s<br>underwriters also partially exercised their over-allotment option to purchase an additional 108,400 ADSs (Comprising of 6,504,000 ordinary<br>shares) at the public offering price of US$9.25 per ADS for additional gross proceeds of US$1,002,700. As a result, the gross proceeds<br>of the Company’s public offering, including the proceeds from the exercise of the over-allotment option, totalled US$12,102,700,<br>before deducting underwriting discounts and offering expenses. |
|---|---|
| ● | No<br>other matter or circumstance has arisen since 30 June 2025 that has significantly affected, or may significantly affect the Consolidated<br>Entity's operations, the results of those operations, or the Consolidated Entity's state of affairs in future financial years. |
| --- | --- |
Likely Developments and Expected Results of Operations
Information on likely developments in the operations of the consolidated entity and the expected results of operations have not been included in this report because the directors believe it would be likely to result in unreasonable prejudice to the consolidated entity.
| Nova Minerals Ltd | Annual Report 2025  23 |
| --- |
Environmental Regulation
The exploration activities of the Company are conducted in accordance with and controlled principally by government legislation in Alaska, United States of America.
The Company has exploration land holdings in Alaska (USA). The Company employs a system for reporting environmental incidents, establishing and communicating accountability, and rating environmental performance. During the year, data on environmental performance was reported as part of the monthly exploration reporting regime. In addition, as required under various state and territory legislation, procedures are in place to ensure that the relevant authorities are notified prior to the commencement of ground disturbing exploration activities.
The Company is committed to minimising the impact of its activities on the surrounding environment, while at the same time aiming to maximise the social, environmental and economic returns for the local community. To this end, the environment is a key consideration in our exploration activities and during the rehabilitation of disturbed areas. Generally, rehabilitation occurs immediately following the completion of a particular phase of exploration. In addition, the Company continues to develop and maintain mutually beneficial relationships with the local communities affected by its activities.
Material Business Risks
The future performance of the Company and the value of its Shares may be influenced by various factors, many of which are beyond the control of the Company and its Directors. These risks, which include those specific to the Company’s business, the industry in which it operates, and general risks associated with investments in listed securities and financial markets, could materially impact the Company’s financial performance and the market price of its Shares. The following is not an exhaustive list, and other unidentified risks may also have a significant adverse effect.
The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.
| 1. | Company Specific |
|---|---|
| (a) | General risks associated with operating overseas |
| --- | --- |
The Company conducts and has interests in operations in the USA. Consequently, the Company will be subject to the risks associated with operating in such countries. Such risks can include economic, social or political instability or change, hyperinflation, currency non-convertibility or instability and changes of law affecting foreign ownership, government participation, taxation, working conditions, rates of exchange, exchange control, exploration licensing, export duties, repatriation of income or return of capital, environmental protection, mine safety, labour relations as well as government control over mineral properties or government regulations.
Changes to mining or investment policies and legislation or a shift in political attitude may adversely affect the Company’s operations and profitability.
| (b) | Future capital requirements |
|---|
The Company believes its available cash should be adequate to fund its exploration and corporate activities and other Company objectives in the short-to medium-term.
However, in order to successfully develop its gold and antimony projects and for production to commence, the Company may require additional financing in the future. Any additional equity financing may be dilutive to Shareholders, may be undertaken at lower prices than the then market price or may involve restrictive covenants which limit the Company's operations and business strategy. Debt financing, if available, may involve restrictions on financing and operating activities.
Although the Directors believe that additional capital can be obtained as and when required, no assurances can be made that appropriate capital or funding, if and when needed, will be available on terms favourable to the Company or at all. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its activities, and this could have a material adverse effect on the Company.
| Nova Minerals Ltd | Annual Report 2025  24 |
| --- | | (c) | Title risks | | --- | --- |
The mineral claims in which the Company will, or may, acquire an interest in the future are subject to the applicable local laws and regulations.
Mineral claims in which the Company has an interest are subject to the relevant conditions applying in each jurisdiction. Failure to comply with these conditions may render the mineral claims liable for forfeiture.
The mineral claims will be subject to application for renewal from time to time. Renewal of the term of each mineral claim is subject to applicable legislation. If the mineral claim is not renewed for any reason, the Company may suffer significant damage through loss of the opportunity to develop and discover any mineral resources on that mineral claim.
| (d) | Sovereign risk |
|---|
Overseas jurisdictions are subject to differing legal and political systems, when compared with the systems in place in Australia.
Possible risks include, without limitation, changes in the terms of mining legislation, changes to royalty arrangements, changes to taxation rates and concessions and changes in the ability to enforce legal rights. Any of these factors may, in the future, adversely affect the financial performance of the Company and the market price of its Shares.
| (e) | Sovereign Engagement with U.S.-Based Indigenous Persons |
|---|
The Company’s operations, investments, or partnerships in the United States may involve engagement with Indigenous persons and communities, including Native American tribes and Alaska Native Corporations. Failure to effectively engage with these communities in a culturally sensitive and legally compliant manner may expose the Company to significant risks. These risks include, but are not limited to, reputational damage, legal challenges, or operational disruptions arising from misunderstandings or non-compliance with U.S. federal, state, or tribal laws, such as the Indian Self-Determination and Education Assistance Act or regulations governing tribal lands and resources. Additionally, any perceived or actual failure to respect Indigenous rights, cultural heritage, or traditional knowledge could lead to stakeholder backlash, delays in project approvals, or loss of social license to operate, particularly in industries such as mining, energy, or infrastructure. The Company’s limited experience in navigating the unique cultural, historical, and governance frameworks of U.S.-based Indigenous communities may further exacerbate these risks, potentially impacting financial performance and investor confidence.
| (f) | Royalties |
|---|
The Company is required to pay royalties on some or all minerals derived from its projects.
There is a risk that the royalties will have an impact on the economics of progressing any proposed mining operations. However, the Company has no control over the incurrence of these costs and is unable to predict the magnitude of such costs.
| (g) | Exploration and operating costs |
|---|
The proposed exploration expenditure of the Company is based on certain assumptions with respect to the method and timing of exploration and feasibility work. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice.
| (h) | Unforeseen expenses |
|---|
The Company is not aware of any expenses that may need to be incurred that have not been taken into account. However, if such unforeseen expenses were subsequently incurred, the expenditure proposals of the Company may be adversely affected.
| Nova Minerals Ltd | Annual Report 2025  25 |
| --- | | (i) | Access arrangements | | --- | --- |
The Company may need to seek various Federal, state or local permits and approvals to undertake exploration or mining activities on the Mineral Claims. This could result in unforeseen delay in the undertaking of such activities.
The Company is of the view however that the exploration activities as outlined in this annual report can be undertaken in the timeframes contemplated.
| (j) | Potential acquisitions |
|---|
As part of its business strategy, the Company may make acquisitions of, or significant investments in, other resource projects. Any such future transactions would be accompanied by the risks commonly encountered in making acquisitions of resource projects.
| (k) | Contractual risks |
|---|
The ability of the Company to achieve its objectives will depend on the performance by the counterparties to any agreements that the Company may enter into. If any counterparty defaults in the performance of their obligations, it may be necessary for the Company to approach a court to seek a legal remedy. Legal action can be costly.
Furthermore, certain contracts to which the Company is a party are governed by laws of jurisdictions outside Australia - namely the United States. There is a risk that the Company may not be able to seek the legal redress that it could expect under Australian law and generally there can be no guarantee that a legal remedy will ultimately be granted on the appropriate terms.
| (l) | Health, safety and the environment |
|---|
The conduct of business in the resources sector involves a variety of risks to the health and safety of personnel and to the environment. If it is conceivable that an incident may occur which might negatively impact on the Company’s business.
| (m) | International operations |
|---|
International sales and operations are subject to a number of risks, including:
| i. | Potential difficulties in enforcing agreements (including joint venture agreements)<br>and collecting receivables through foreign local systems; |
|---|---|
| ii. | Potential difficulties in protecting intellectual property; |
| --- | --- |
| iii. | Increases in costs for transportation and shipping; and |
| --- | --- |
| iv. | Restrictive governmental actions, such as imposition of trade quotas, tariffs and<br>other taxes. |
| --- | --- |
These factors (or others) could materially and adversely affect the Company’s business, results of operations and financial condition.
| (n) | Commodity prices |
|---|
Increases in commodity prices may encourage increases in exploration, development and construction activities, which can result in increased demand for, and cost of, exploration, development and construction services and equipment. Increased demand for services and equipment could cause exploration and project costs to increase materially, resulting in delays if services cannot be obtained in a timely manner due to inadequate availability, and could increase potential scheduling difficulties and costs due to the need to co-ordinate the availability of services or equipment, any of which could materially increase project exploration, development or construction costs or result in project delays or both. Any such material increase in costs would adversely affect the Company’s financial condition.
A decrease in commodity prices may render mineral properties uneconomic or may result in material reductions in the value of exploration, development or developed mineral properties.
| (o) | Risk of adverse publicity |
|---|
The projects which the Company aims to develop involves exploration and ore processing within the relevant local communities. Any failure to adequately manage community expectations with respect to compensation for land access, artisanal mining activity, employment opportunities, impact on local business and any other expectations may lead to local dissatisfaction. The political and social pressures resulting from local dissatisfaction and adverse publicity could lead to delays in approval of, and increased expenses in the Company’s proposed exploration programme.
| Nova Minerals Ltd | Annual Report 2025  26 |
| --- | | 2. | Mining Industry Risks | | --- | --- | | (a) | Exploration and evaluation risks | | --- | --- |
The Company’s mineral claims are at various stages of exploration, and potential investors should understand that mineral exploration and development are high-risk undertakings. There can be no assurance that exploration of these mineral claims, or any other mineral claims that may be acquired in the future, will result in the development of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.
The future exploration activities of the Company may be affected by a range of factors including geological conditions, limitations on activities due to permitting conditions, seasonal weather patterns, unanticipated operational and technical difficulties, industrial and environmental accidents, changing government regulations and many other factors beyond the control of the Company.
The success of the Company will also depend upon the Company having access to sufficient development capital, being able to maintain title to its mineral claims and obtaining all required approvals for its activities and so doing in a timely manner considering constraints associated with the presence of special management areas, the absence of existing or suitable physical access or seasonal road closures. In the event that exploration programs prove to be unsuccessful this could lead to a diminution in the value of the mineral claims and possible relinquishment or sale of the mineral claims.
The exploration costs of the Company are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company’s viability.
| (b) | Resource estimates |
|---|
Resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to development and mining plans which may, in turn, adversely affect the Company’s operations.
| (c) | Ability to exploit successful discoveries |
|---|
It may not always be possible for the Company to exploit successful discoveries which may be made in areas in which the Company has an interest. Such exploration would involve obtaining the necessary licences or clearances from the relevant authorities that may require conditions to be satisfied and/or the exercise of discretions by such authorities. It may or may not be possible for such conditions to be satisfied. Further, the decision to proceed to further exploration may require participation of other companies whose interests and objectives may not be the same as the Company’s.
| (d) | Development risks and costs |
|---|
Possible future development of mining operations at any of the Company’s projects is dependent on a number of factors and avoiding various risks including, but not limited to, failure to acquire and/or delineate economically recoverable ore bodies, unfavourable geological conditions, failing to receive the necessary approvals from all relevant authorities and parties, failure to withstand legal challenges to Federal and state agency permit approvals, unseasonal weather patterns, excessive seasonal weather patterns, fire, flooding, unanticipated challenges related to background conditions or area soil or water quality, access and utilities, unanticipated technical and operational difficulties encountered in extraction and production activities, mechanical failure of operating plant and equipment, unexpected shortages or increases in the price of consumables, spare parts and plant and equipment, cost overruns, risk of access to the required level of funding and contracting risk from third parties providing essential services.
| Nova Minerals Ltd | Annual Report 2025  27 |
| --- |
In addition, the exploration and pre-development Federal and state approvals prior to construction of any proposed development may exceed the expected timeframe or cost for a variety of reasons out of the Company’s control, including but not limited to Federal and state agency approvals being subject to administrative and judicial appeals. Any delays to project development could adversely affect the Company’s operations and financial results and may require the Company to raise further funds to complete resource delineation, project development and commence operations.
| (e) | Operating risks |
|---|
There can be no assurance that the Company’s intended goals will lead to successful exploration, mining and/or production operations. Further, no assurance can be given that the Company will be able to initiate or sustain minerals production, or that future operations will achieve commercial viability.
When additional exploration is undertaken and if a JORC compliant resource or reserve is not defined, then it may have a negative impact on the Company.
Future operations of the Company may be affected by various factors including:
| i. | Geological and hydrogeological conditions; |
|---|---|
| ii. | Limitations on activities due to seasonal weather patterns and monsoon activity; |
| iii. | Delays associated with the obtaining of permits and approvals to undertake exploration<br>activity including allowing ground disturbing activity associated with operations in Canada and the United States; |
| iv. | Unanticipated operational and technical difficulties encountered in survey, drilling<br>and production activities; |
| v. | Electrical and/or mechanical failure of operating plant and equipment, industrial<br>and environmental accidents, industrial disputes and other force majeure events; |
| vi. | Equipment failure, fires, spills or industrial and environmental accidents; |
| vii. | Unavailability of aircraft or equipment to undertake airborne surveys and other<br>geological and geophysical investigations; |
| viii. | Risk that exploration, appraisal, development, plant or operating costs prove to<br>be greater than expected or that the proposed timing of exploration, development or production may not be achieved; |
| ix. | Failure to achieve exploration success; |
| x. | The supply and cost of skilled labour; |
| xi. | Unexpected shortages or increases in the costs of consumables, diesel fuel, spare<br>parts, plant and equipment; and |
| xii. | Prevention and restriction of access by reason of political unrest, outbreak of<br>hostilities and inability to obtain consents or approvals. |
No assurances can be given that the Company’s operations will achieve commercial viability through successful exploration and/or mining.
| (f) | Environmental |
|---|
The proposed activities of the Company are subject to the laws and regulations of Australia, and the USA concerning the environment. As with most exploration projects, the Company’s activities are expected to have an impact on the environment, particularly during advanced exploration and future mining activities. It is the Company’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.
Mining operations have inherent risks and liabilities associated with safety and damage to the environment and the disposal of waste products occurring as a result of mineral exploration, development and production. The occurrence of any such safety or environmental incident could delay production or increase costs. Events such as unpredictable rainfall or bushfires may impact on the Company’s ongoing compliance with environmental laws, regulations and licenses. Significant liabilities could be imposed on the Company for damages, clean-up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous operations or non-compliance with environmental laws or regulations.
| Nova Minerals Ltd | Annual Report 2025  28 |
| --- |
The disposal of mining and process waste and mine water discharge and air emissions discharge are under constant legislative scrutiny and regulation. There is a risk that environmental laws and regulations become more onerous, which could delay the Company’s activities and make its operations more expensive.
| (g) | Occupational Health and Safety |
|---|
The exploration and mining industry is subject to increasing occupational health and safety responsibility and liability. The Company may become liable for past and current conduct which violates such laws and regulations, which may be amended by the relevant authorities. Penalties for breaching health and safety laws can be significant and victims of workplace accidents may also commence civil proceedings against the Company. These events may not be insured, or may be uninsurable.
Changes to health and safety laws and regulations may also increase compliance costs for the Company, which would negatively impact the financial results of the Company.
| (h) | Government regulation |
|---|
The mining, processing, development and mineral exploration activities of the Company are subject to various Federal and state laws governing prospecting, development, production, taxes, labour standards and occupational health, mine safety, toxic substances, land use authorisations, water use protection of water quality, sensitive, threatened and endangered species and cultural resources and other matters. Although the Company’s activities are and will be currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new statutes, regulations, executive orders, agency directives or policies or judicial decisions will not be adopted or that existing statutes, regulations or policies will not be applied in a manner which could limit exploration efforts or preclude or curtail future development or production. Amendments to current laws and regulations governing exploration and operations or more stringent implementation thereof could have a substantial adverse impact on the Company’s ability to further delineate and develop the resource.
| (i) | Inherent mining risks |
|---|
The Company’s business operations are subject to risks and hazards inherent in the mining industry. The exploration for and the development of mineral deposits involves significant risks, including environmental hazards; industrial accidents; metallurgical and other processing problems; unusual or unexpected rock formations; structure cave-in or slides; flooding; fires and interruption due to inclement or hazardous weather conditions. These risks could result in damage to, or destruction of, mineral properties, production facilities or other properties, personal injury or death, environmental damage, delays in mining, increased production costs, monetary losses and possible legal liability.
Whether income will result from projects undergoing exploration and development programs depends on the successful establishment of mining operations. Factors including costs, actual mineralisation, consistency and reliability of ore grades and commodity prices affect successful project development.
| (j) | Exchange rate risks |
|---|
The Company operates in multiple currencies and exchanges rates are constantly fluctuating. International prices of various commodities as well as the exploration expenditure of the Company are denominated in United States or Canadian dollars, whereas the Company will rely principally on funds raised and accounted for in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States or Canadian dollar and the Australian dollar as determined in international markets.
| Nova Minerals Ltd | Annual Report 2025  29 |
| --- | | (k) | Climate risk | | --- | --- |
There are a number of climate-related factors that may affect the operations and proposed activities of the Company. The climate change risks particularly attributable to the Company include:
| i. | The emergence of new or expanded regulations associated with the transitioning<br>to a lower-carbon economy and market changes related to climate change mitigation. The Company may be impacted by changes to local or<br>international compliance regulations related to air quality emissions and/or climate change mitigation efforts, or by specific taxation<br>or penalties for carbon emissions or environmental damage. These examples sit amongst an array of possible restraints on industry that<br>may further impact the Company and its profitability. While the Company will endeavor to manage these risks and limit any consequential<br>impacts, there can be no guarantee that the Company will not be impacted by these occurrences; and |
|---|---|
| ii. | Climate change may cause certain physical and environmental risks that cannot be<br>predicted by the Company, including events such as increased severity of weather patterns and incidence of extreme weather events and<br>longer term physical risks such as shifting climate patterns. All these risks associated with climate change may significantly change<br>the industry in which the Company operates. |
| --- | --- |
| 3. | General Investment Risks |
| --- | --- |
| (a) | Economic conditions and other global or national issues |
| --- | --- |
General economic conditions, laws relating to taxation, new legislation, trade barriers, movements in interest and inflation rates, currency exchange controls and rates, national and international political circumstances (including outbreaks in international hostilities, wars, terrorist acts, sabotage, subversive activities, security operations, labour unrest, civil disorder, and states of emergency), natural disasters (including fires, earthquakes and floods), and quarantine restrictions, epidemics and pandemics, may have an adverse effect on the Company’s operations and financial performance, including the Company’s exploration, development and production activities, as well as on its ability to fund those activities.
General economic conditions may also affect the value of the Company and its market valuation regardless of its actual performance.
| (b) | Reliance on key management personnel |
|---|
The responsibility of overseeing the day-to-day operations and the strategic management of the Company and its controlled entities depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these senior management, key personnel or employees cease their involvement or employment with the Company or its controlled entities.
| (c) | Market risk and interest rate volatility |
|---|
From time to time, the Company may borrow money and accordingly will be subject to interest rates which may be fixed or floating. A change in interest rates would be expected to result in a change in the interest rate to the Company and, hence, may affect its profit.
| (d) | Competition risk |
|---|
The industry in which the Company will be involved is subject to global competition. While the Company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, whose activities or actions may, positively or negatively, affect the operating and financial performance of the Company’s Projects and business. The potential also exists for the nature and extent of the competition to change rapidly, which may cause loss to the Company.
| (e) | Market risk |
|---|
There are general risks associated with an investment and the share market. The price of the Company’s securities on stock exchange market may rise and fall depending on a range of factors beyond the Company’s control and which are unrelated to the Company’s financial performance. These factors may include movements on international stock markets, interest rates and exchange rates, together with domestic and international economic conditions, inflation rates, investor perceptions, changes in government policy, commodity supply and demand, government taxation and royalties, war, global hostilities and acts of terrorism.
| Nova Minerals Ltd | Annual Report 2025  30 |
| --- |
Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.
| (f) | Liquidity risk |
|---|
There is no guarantee that there will be an ongoing liquid market for the Company’s securities. Accordingly, there is a risk that, should the market for the securities become illiquid, Shareholders will be unable to realise their investment in the Company.
| (g) | Insurance and uninsured risks |
|---|
The Company, where economically feasible, may insure its operations in accordance with industry practice. However, even if insurance is taken out, in certain circumstances the Company’s insurance may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered, or fully covered, by insurance could have a material adverse effect on the business, financial condition and results of the Company. Insurance of all risks associated with mineral exploration and production is not always available and, where available, the costs can be prohibitive.
| (h) | Infectious disease pandemics |
|---|
Infectious disease pandemics such as the coronavirus, whilst opening up various new opportunities for the deployment of the Company's technology, have the potential to interrupt the Company's operations, impair deployment of its products to customers and prevent suppliers or distributors from honouring their contractual obligations. Such pandemics could also cause hospitalisation or death of the Company's existing and potential customers and staff.
| (i) | Force majeure |
|---|
The Company’s projects now or in the future may be adversely affected by risks outside the control of the Company including labour unrest, civil disorder, war, subversive activities or sabotage, fires, floods, explosions or other catastrophes, epidemics, pandemics or quarantine restrictions.
| (j) | Investment speculative |
|---|
The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above may, in the future, materially affect the financial performance of the Company and the value of the new Shares offered under this Prospectus.
Therefore, the new Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those new Shares.
Potential investors should consider that an investment in the Company is highly speculative and should consult their professional advisers before deciding whether to apply for new Shares pursuant to this Prospectus.
| (k) | Cyber risks and security breaches |
|---|
The Company stores data in its own systems and networks and also with a variety of third-party service providers. A malicious attack on the Company’s systems, processes or people, from external or internal sources, could put the integrity and privacy of customers’ data and business systems at risk. It could prevent customers from using the products for a period of time, put its users’ premises at risk and could also lead to unauthorised disclosure of data.
| (l) | Global Conflicts |
|---|
The current evolving conflict between Ukraine and Russia and Israel and Palestine (Ukraine and Gaza Conflicts) is impacting global economic markets. The nature and extent of the effect of the Ukraine and Gaza Conflicts on the performance of the Company remains unknown. The Company’s Share price may be adversely affected in the short to medium term by the economic uncertainty caused by the Ukraine and Gaza Conflicts.
| Nova Minerals Ltd | Annual Report 2025  31 |
| --- |
The Directors are continuing to closely monitor the potential secondary and tertiary macroeconomic impacts of the unfolding events, including the changing pricing of commodity and energy markets and the potential of cyber activity impacting governments and businesses. Further, any governmental or industry measures taken in response to the Ukraine and Gaza Conflicts, including limitations on travel and changes to import/export restrictions and arrangements involving the relevant countries may adversely impact the Company’s operations and are likely to be beyond the control of the Company.
The Company is monitoring the situation closely and considers the impact of the Ukraine and Gaza Conflicts on the Company’s business and financial performance to, at this stage, be limited. However, the situation is continually evolving, and the consequences are therefore inevitably uncertain.
| 4. | Other Risks |
|---|
Other risk factors include those normally found in conducting business, including litigation through breach of agreements or in relation to employees (through personal injuries, industrial matters or otherwise) or any other cause, strikes, lockouts, loss of service of key management or operational personnel and other matters that may interfere with the Company’s business or trade.
| Nova Minerals Ltd | Annual Report 2025  32 |
| --- |
Information on Directors
| Name: | Richard Beazley (Appointed 24 July 2024) |
|---|---|
| Title: | Non-Executive Chairman |
| Age: | 60 |
Experience and expertise:<br><br> <br><br><br> <br> |
Mr. Richard Beazley is an internationally<br>experienced mining professional and director with over 35 years of experience in senior corporate, operational and project development<br>roles. He is a qualified Mining Engineer and has worked in a range of projects throughout Australia, Africa, North and South America,<br>in both underground and open cut operations, producing gold, base metals and critical minerals.<br><br> <br>Mr Beazley holds a Bachelor of Engineering (Honours)<br> (Mining) from the University of New South Wales. He holds a MBA from APESMA (Association of Professional Engineers, Scientists and<br> Managers, Australia) and Deakin University. He is a Member of the Australian Institute of Company Directors (MAICD) and a Member and Competent<br> Person of the Australasian Institute of Mining and Metallurgy (MAusIMM (CP)) |
| Other current directorships: | MetalsGrove Mining Limited (Non-executive Chair), Catalina Resources Ltd (Non-executive Director) |
| Former directorships (last 3 yr): | None |
| Special responsibilities | Audit and Risk Committee and Remuneration and Nomination Committee |
| Interests in shares: | - |
| Interests in options: | - |
| Interests in rights: | - |
| Name: | Christopher Gerteisen |
| --- | --- |
| Title: | Executive Director & CEO |
| Age: | 51 |
Experience and expertise:<br><br> <br><br><br> <br> |
Mr. Christopher Gerteisen as CEO controls<br>all aspects of the Estelle project while implementing efficiencies and savings to keep cost per discovery ounce well below industry average.<br>Mr. Gerteisen has over 20 years of experience as a professional geologist with an extensive record of managing and advancing complex<br>and challenging resource projects across North America, Australia, and Asia. His work experience spans greenfields from discovery through<br>to production stage and other projects with a focus on commodities including gold and copper. He worked as a geologist on the Carlin<br>Trend in Nevada and on exploration in Alaska with Newmont. He has held senior positions within several projects throughout the goldfields<br>of Western Australia. As a research geologist with Newmont he worked on the Batu Hijau Porhryry Cu-Au deposit in Indonesia. Most recently,<br>through his technical contributions and management skills, Mr. Gerteisen played a significant role in the successful start-up, operations,<br>and exploration which resulted in further mine-life extending discoveries at several prominent projects in the Australasian region, including<br>Oxiana’s Sepon and PanAust’s Phu Bia in Laos.<br><br> <br>Mr. Gerteisen holds a Bachelor of Geology from<br> the University of Idaho and a Master’s Degree in Economic Geology from the Western Australia School of Mines. He is a dual USA and<br> Australia Citizen based in Alaska and a member of the Australian Institute of Geoscientists. |
| Other current directorships: | Viridis Mining and Minerals Limited (ASX: VMM) |
| Former directorships (last 3 yr): | None |
| Interests in shares: | 1,833,614 |
| Interests in options: | 2,000,000 |
| Interests in rights: | 800,000 |
| Nova Minerals Ltd | Annual Report 2025  33 |
| --- |
| Name: | Louie Simens |
| --- | --- |
| Title: | Executive Director |
| Age: | 43 |
| Experience and expertise:<br><br> <br><br><br> <br>
| Mr. Louie Simens served on our Board since December 2017, from Estelle greenfields to its current multi-million resource, and was our interim executive Chairman from April 2023 to July 23, 2024. Mr. Simens is responsible for managing our core business operations, which requires oversight of company-wide operational efficiencies and working with management and the board to review and implement strategic plans to facilitate growth. Mr. Simens has served as manager of our AK Custom Mining LLC subsidiary since 2017, our Alaska Range Resources LLC subsidiary since 2022 and our AK Operations LLC subsidiary since 2018. In addition, Mr. Simens has served as a director of our AKCM (AUST) Pty Ltd subsidiary since 2017. He has extensive experience in capital markets and running businesses, as well as in corporate restructuring, due diligence and mergers & acquisitions, where he utilizes his knowledge of corporate governance and project management. Mr. Simens has a successful track record spanning more than a decade, owning and operating contracting businesses in the fields of both civil and building construction. Mr. Simens has been a director of Benison Contractors Pty Ltd, his family construction group since inception on 5 July 2007. He also undertakes property development and investment. Mr. Simens was a Director of Snow Lake Resources Ltd (Nasdaq: LITM), an entity in which we previously held a significant interest, since November 2018 to May 2022 and was appointed Snow Lake’s Non-Executive Chairman in December 2020 after the company’s Nasdaq listing. He has also served as Non-Executive Chairman of Torian Resources Ltd. (now Asra Minerals (ASX: ASR)). Since February 2024, Mr. Simens serves as a Director of CryptAi Pty Ltd, an artificial intelligence investment company. |
| Other current directorships: | None |
| Former directorships (last 3 yr): | Asra Minerals Limited (ASX: ASR), Snow Lake Resources Ltd (NASDAQ: LITM) |
| Interests in shares: | 9,033,199 |
| Interests in options: | 2,000,000 |
| Interests in rights: | 800,000 |
| Name: | Craig Bentley |
| --- | --- |
| Title: | Director of Finance and Compliance |
| Age: | 55 |
| Experience and expertise:<br><br> <br><br><br> <br>
| Mr. Craig Bentley holds a Bachelor of Commerce<br>and Administration degree, majoring in accountancy and commercial law. Mr Bentley held positions at Ernst and Young and worked internationally,<br>including on the audit of the Bank of America and a special audit for an insurance company prior to IPO listing in the USA amongst others.<br>In addition, he has over 30 years commercial and finance experience working in senior roles in multinational private enterprises. Mr<br>Bentley is tasked with compliance and risk management and was instrumental in the Company’s recent successful U.S NASDAQ listing.<br>Mr Bentley’s role also includes finance, marketing, and assisting with the company’s strategy during Nova’s forecasted<br>rapid growth period. |
| Other current directorships: | None |
| Former directorships (last 3 yr): | None |
| Interests in shares: | 3,616,669 |
| Interests in options: | 750,000 |
| Interests in rights: | - |
| Nova Minerals Ltd | Annual Report 2025  34 |
| --- |
| Name: | Chaim (Dovi) Berger |
| --- | --- |
| Title: | Non-Executive Director |
| Age: | 44 |
| Experience and expertise:<br><br> <br><br><br> <br>
| Mr. Dovi Berger has served as our Non-Executive Director and as a member of each of our Audit and Risk Committee and Remuneration and Nomination Committee, since July 1, 2025. During the past five years, Mr. Berger has served as Managing Attorney at Berger Law Firm LLC (July 2019 – Present), a New York-based law firm where he has been lead transactional counsel to a multi-strategy family office, overseeing deal structuring, negotiation, and execution across private equity, real estate, and specialty finance transactions. In addition, Mr. Berger has served as an Assistant Professor at Touro College (September 2007 – Present), teaching courses in accounting, finance, and law. Touro College is not a parent, subsidiary, or affiliate of the Company. Mr Berger received his Bachelor of Science in Accounting from Touro College in 2003, his Master of Science in Accounting from CUNY Queens College in 2010 and his Juris Doctor from Benjamin N. Cardozo School of Law in 2013. |
| Other current directorships: | None |
| Former directorships (last 3 yr): | None |
| Special responsibilities: | Audit and Risk Committee and Remuneration and Nomination Committee |
| Interests in shares: | - |
| Interests in options: | - |
| Interests in rights: | - |
| Name: | Avi Geller |
| --- | --- |
| Title: | Non-Executive Director |
| Age: | 36 |
| Experience and expertise:<br><br> <br><br><br> <br>
| Mr. Geller has served as a member of our board of directors since November 2018. Mr. Geller has extensive investment experience and a deep knowledge of corporate finance, including capital markets, venture capital, hybrid, debt and private equity. He has been serving as the Chief Investment Officer of Leonite Capital LLC, a family office he co-founded focusing on real estate and capital markets, since January 2017. Mr. Geller has also served as a director at DealFlow Financial Products, Inc. since January 2017. Since May 2018, he has also served as a Director of Parkit Enterprise Inc., a publicly traded real estate company (TSX-V:PKT; OTCQX:PKTEF). In the past he served as an Interim Chief Executive Officer. From November 2020 through June 2022, He served as a Director at Australis Capital Inc., (AUSA.CN; OTCQB:AUSAF) a publicly traded company that is implementing a capital light growth strategy towards establishing a highly competitive and profitable MSO in the U.S. and global cannabis markets. |
| Other current directorships: | Parkit Enterprise Inc (TSX-V: PKT | OTCQX: PKTEF) |
| Former directorships (last 3 yr): | None |
| Special responsibilities: | Audit and Risk Committee and Remuneration and Nomination Committee |
| Interests in shares: | 2,290,177 |
| Interests in options: | 500,000 |
| Interests in rights: | - |
‘Other current directorships’ quoted above are current directorships for listed entities only and excludes directorships of all other types of entities, unless otherwise stated.
‘Former directorships (last 3 years)’ quoted above are directorships held in the last 3 years for listed entities only and excludes directorships of all other types of entities, unless otherwise stated.
| Nova Minerals Ltd | Annual Report 2025  35 |
| --- |
Company Secretary
| Name: | Ian Pamensky |
|---|---|
| Title: | Company Secretary |
| Age: | 56 |
Experience and expertise:<br><br> <br><br><br> <br> |
Mr. Ian Pamensky has been our Secretary since<br> September 18, 2019. Mr. Pamensky is a Chartered Accountant, Fellow of Governance Institute of Australia and fellow of FinSIA. He has over<br> 30 years of experience working across a wide range of industries, from audit and funds management to mining and AgTech. Mr. Pamensky has<br> significant experience as Company Secretary of ASX listed companies. |
Meetings of Directors
The number of meetings of the company's Board of Directors (‘the Board’) held during the year ended 30 June 2025, and the number of meetings attended by each director were:
| **** | Full Board | Nomination and Remuneration Committee* | Audit and Risk Committee* | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **** | Attended | Held | Attended | Held | Attended | Held | ||||||
| C Bentley | 8 | 8 | - | - | - | - | ||||||
| R Pasqua (Resigned 14 Nov 2024) | 3 | 3 | - | - | 2 | 2 | ||||||
| A Geller | 6 | 8 | - | - | 4 | 4 | ||||||
| L Simens | 8 | 8 | - | - | - | - | ||||||
| C Gerteisen | 8 | 8 | - | - | - | - | ||||||
| R Beazley (Appointed 24 Jul 2024 | 6 | 7 | - | - | 4 | 4 | ||||||
| D Berger (Appointed 1 Jul 2025) | - | - | - | - | - | - |
‘Held’ represents the number of meetings held during the time the director held office.
| * | Members are Rodrigo Pasqua (until resignation on 14 November<br>2024), Avi Geller, Richard Beazley, and Dovi Berger (Since appointment on 1 July 2025). |
|---|
| Nova Minerals Ltd | Annual Report 2025  36 |
| --- |
Remuneration Report (Audited)
The remuneration report details the key management personnel remuneration arrangements for the consolidated entity, in accordance with the requirements of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including all directors.
The remuneration report is set out under the following main headings:
| ● | Principles used to determine the nature and amount of remuneration |
|---|---|
| ● | Details of remuneration |
| ● | Service agreements |
| ● | Share-based compensation |
| ● | Additional information |
| ● | Additional disclosures relating to key management personnel |
Principles Used to Determine the Nature and Amount of Remuneration
The objective of the consolidated entity's executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for shareholders, and it is considered to conform to the market best practice for the delivery of reward. The Board of Directors ('the Board') ensures that executive reward satisfies the following key criteria for good reward governance practices:
| ● | Competitiveness and reasonableness |
|---|---|
| ● | Acceptability to shareholders |
| ● | Performance linkage / alignment of executive compensation |
| ● | Transparency |
On 24 July 2024, the Board approved the formation of a formal Nomination and Remuneration Committee in conjunction with the NASDAQ IPO.
The reward framework is designed to align executive reward to shareholders' interests. The Board have considered that it should seek to enhance shareholders' interests by:
| ● | Having economic profit as a core component of plan design |
|---|---|
| ● | Focusing on sustained growth in shareholder wealth, consisting of dividends and growth in share price, and delivering constant or increasing return on assets as well as focusing the executive on key non-financial drivers of value |
| ● | Attracting and retaining high calibre executives |
Additionally, the reward framework should seek to enhance executives' interests by:
| ● | Rewarding capability and experience |
|---|---|
| ● | Reflecting competitive reward for contribution to growth in shareholder wealth |
| ● | Providing a clear structure for earning rewards |
In accordance with best practice corporate governance, the structure of non-executive director and executive director remuneration is separate.
Non-Executive DirectorsRemuneration
Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-executive directors' fees and payments are reviewed annually by the Nomination and Remuneration Committee. The Nomination and Remuneration Committee may, from time to time, receive advice from independent remuneration consultants to ensure non-executive directors' fees and payments are appropriate and in line with the market. The chairman's fees are determined independently to the fees of other non-executive directors based on comparative roles in the external market. The chairman is not present at any discussions relating to the determination of his own remuneration. Non-executive directors do receive share options or other incentives.
| Nova Minerals Ltd | Annual Report 2025  37 |
| --- |
ASX listing rules require the aggregate non-executive directors' remuneration be determined periodically by a general meeting. The most recent determination was at the Annual General Meeting held on 29 November 2022, where the shareholders approved a maximum annual aggregate remuneration for non-executive directors of $500,000.
Executive Remuneration
The consolidated entity aims to reward executives based on their position and responsibility, with a level and mix of remuneration which has both fixed and variable components.
The executive remuneration and reward framework has four components:
| ● | Base pay and non-monetary benefits |
|---|---|
| ● | Short-term performance incentives |
| ● | Share-based payments |
| ● | Other remuneration such as superannuation and long service leave |
The combination of these comprises the executive's total remuneration.
Votingand comments made at the company's 2024 Annual General Meeting (‘AGM’)
At the 14 November 2024 AGM, 98.69% of the votes received supported the adoption of the remuneration report for the year ended 30 June 2024. The company did not receive any specific feedback at the AGM regarding its remuneration practices.
Details of Remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the consolidated entity are set out in the following tables.
| **** | Short-Term<br> Benefits | Post-Employ-ment | Long-Term<br> Benefits | Share-Based<br> Payments | **** | |||
|---|---|---|---|---|---|---|---|---|
| **** | Cash Salary | Cash | Non- | Super- | Long Service | Equity- | **** | |
| **** | and Fees | Bonus | monetary | annuation | Leave | Settled | **** | Total |
| 30 June 2025 | **** | |||||||
| Non-Executive Directors: | ||||||||
| R Capel Pasqua | ) | |||||||
| A Geller | ) | |||||||
| R Beazley | ||||||||
| Executive Directors: | ||||||||
| L Simens | ) | |||||||
| C Gerteisen | ) | |||||||
| C Bentley | ) | |||||||
| ) |
All values are in US Dollars.
During the period, the directors reassessed the valuation of the options in light of the vesting conditions and determined that a revaluation was necessary. A further adjustment has been made for a proposed issue of options. On March 2025 it was announced that Nova is proposing to issue options to directors and other key management personnel. A total number of 13,000,000 options have been proposed for directors. The options will have an exercise price of $0.45 per option, and will be subject to vesting conditions outlined below. These options are unissued at year-end and subject to shareholder approval, however have been valued and included in the remuneration table of directors above to align with AASB 2 treatment.
| Nova Minerals Ltd | Annual Report 2025  38 |
| --- | | **** | Short-Term<br> Benefits | | | Post-Employ-ment | Long-Term<br> Benefits | Share-Based<br> Payments | | | --- | --- | --- | --- | --- | --- | --- | --- | | **** | Cash Salary | Cash | Non- | Super- | Long Service | Equity- | | | **** | and Fees | Bonus | monetary | annuation | Leave | Settled | Total | | 30 June 2024 | | | | | | | | | Non-Executive Directors: | | | | | | | | | R Capel Pasqua | | | | | | | | | A Geller | | | | | | | | | Executive Directors: | | | | | | | | | L Simens | | | | | | | | | C Gerteisen | | | | | | | | | C Bentley | | | | | | | | | | | | | | | | | | Non-Executive Directors: | | | | | | | |
All values are in US Dollars.
The proportion of remuneration linked to performance, and the fixed proportion are as follows:
| **** | Percentage Fixed Remuneration | **** | Percentage Share-Based Payments | **** | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | 30 June 2025 | **** | 30 June 2024 | **** | 30 June 2025 | **** | 30 June 2024 | **** | ||||
| Non-Executive Directors: | ||||||||||||
| R Capel Pasqua | 657 | % | 77 | % | (557 | %) | 23 | % | ||||
| A Geller | 392 | % | 55 | % | (292 | %) | 45 | % | ||||
| R Beazley | 80 | % | - | 20 | % | - | ||||||
| Executive Directors | ||||||||||||
| L Simens | 692 | % | 86 | % | (592 | %) | 14 | % | ||||
| C Gerteisen | 220 | % | 89 | % | (120 | %) | 11 | % | ||||
| C Bentley | 128 | % | 62 | % | (28 | %) | 38 | % |
Service Agreements
Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details of these agreements are as follows:
| Name: | Richard Beazley |
|---|---|
| Title: | Non-Executive Chairman |
| Agreement commenced: | Appointed 24 July 2024 |
| Term of agreement: | The Company has entered into a Non-Executive Director letter agreement with Mr Beazley on 04 June 2024 (Mr Beazley's appointment being concurrent with the effectiveness of the Company’s F-1 registration statement located with the American Securities Exchange Commission on 24 July 2024). The Company has agreed to pay Mr Beazley an annual fee of AUD$120,000 (inclusive of superannuation contributions, if applicable) for up to 20 hours per month. Any excess hours will be charged at AUD$300 per hour. |
| Nova Minerals Ltd | Annual Report 2025  39 |
| --- | | Name: | Rodrigo Capel Pasqua | | --- | --- | | Title: | Non-Executive Director | | Agreement commenced: | 1 May 2022 (Resigned 14 November 2024) | | Term of agreement: | The Company has entered into a Non-Executive Director letter agreement with Mr Pasqua on 2 May 2022. The Company has agreed to pay Mr Pasqua an annual fee of A$60,000 (inclusive of superannuation contributions, if applicable) for up to 20 hours per month. Any excess hours will be charged at AUD$300 per hour. | | Name: | Craig Bentley | | --- | --- | | Title: | Director of Finance and Compliance | | Agreement commenced: | 19 February 2022 (Updated on 9 September 2022 and 21 October 2024) | | Term of agreement: | On 21 October 2024 the Company entered into an<br> updated agreement to pay Mr Bentley $200,000 (inclusive of superannuation contributions, if applicable, effective 1 October 2024.<br><br> <br>Termination by Company:<br><br> <br>The Company must either give Mr Bentley twelve<br> months’ written notice and, at the end of that notice period, make a payment to Mr Bentley equal to his salary over a twelve month<br> period; or otherwise may terminate Mr Bentley's employment with immediate effect by paying him the equivalent of his salary over a twelve<br> month period.<br><br> <br>Termination by Mr Bentley<br><br> <br>Mr Bentley may terminate his employment if the<br> Company commits a serious breach of the agreement and does not remedy that breach; or, otherwise, by providing twelve months written notice<br> to the Company. | | Name: | Avi Geller | | --- | --- | | Title: | Non-Executive Director | | Agreement commenced: | 23 July 2020 | | Term of agreement: | The Company has entered into a Non-Executive Director letter agreement with Mr Geller on 23 July 2020. The Company has agreed to pay Mr Geller an annual fee of A$60,000 (inclusive of superannuation contributions, if applicable). | | Name: | Chris Gerteisen | | --- | --- | | Title: | Executive Director and CEO | | Agreement commenced: | 20 April 2022 (Updated on 22 June 2023) | | Term of agreement: | On 22 June 2022 the Company entered into an updated<br> agreement to pay Mr Gerteisen USD$252,000 pa (inclusive of superannuation contributions, if applicable), effective 1 July 2022.<br><br> <br>Termination by Company:<br><br> <br>The Company must either give Mr Gerteisen twelve<br> months’ written notice and, at the end of that notice period, make a payment to Mr Gerteisen equal to his salary over a twelve month<br> period; or otherwise may terminate Mr Gerteisen's employment with immediate effect by paying him the equivalent of his salary over a twelve<br> month period.<br><br> <br>Termination by Mr Gerteisen:<br><br> <br>Mr Gerteisen may terminate his employment if the<br> Company commits a serious breach of the agreement and does not remedy that breach; or, otherwise, by providing twelve months written notice<br> to the Company. |
| Nova Minerals Ltd | Annual Report 2025  40 |
| --- | | Name: | Louie Simens | | --- | --- | | Title: | Executive Director (Executive Chairman to 24 July 2024) | | Agreement commenced: | 20 April 2022 (Updated on 9 September 2022) | | Term of agreement: | On 9 September 2022 the Company entered into an updated agreement to pay Mr Simens $276,000 pa (inclusive of superannuation contributions, if applicable), effective 1 September 2022<br><br>Termination by Company<br><br>The Company must either give Mr Simens twelve months’ written notice and, at the end of that notice period, make a payment to Mr Simens equal to his salary over a twelve month period; or otherwise may terminate Mr Simens employment with immediate effect by paying him the equivalent of his salary over a twelve month period.<br><br>Termination by Mr Simens<br><br>Mr Simens may terminate his employment if the Company commits a serious breach of the agreement and does not remedy that breach; or, otherwise, by providing twelve months written notice to the Company. | | Name: | Chaim (Dovi) Berger | | --- | --- | | Title: | Non-executive Director. (Appointed 1 July 2025) | | Agreement commenced: | 1 July 2025 | | Term of agreement: | The Company has entered into a Non-Executive Director letter agreement with Mr Berger on 24 June 2025. The Company has agreed to pay Mr Berger an annual fee of US$60,000 (inclusive of superannuation contributions, if applicable). |
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
Share-Based Compensation
Issue of shares
There were no shares issued to directors and other key management personnel as part of compensation during the year ended 30 June 2025.
Options
There were no options over ordinary shares issued to directors and other key management personnel as part of compensation that were outstanding as at 30 June 2025. On March 2025 it was announced that Nova is proposing to issue options to directors and other key management personnel. A total number of 13,000,000 options have been proposed for directors. The options will have an exercise price of $0.45 per option, and will be subject to vesting conditions outlined below. These options are unissued at year-end and subject to shareholder approval, however have been valued and included in the remuneration table of directors above to align with AASB 2 treatment.
| Nova Minerals Ltd | Annual Report 2025  41 |
| --- |
Options Holding
| Name | Tranche 1 | Tranche 2 | Tranche 3 | Tranche 4 | Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Chris Gerteisen | 1,125,000 | 1,000,000 | 1,000,000 | 1,000,000 | 4,125,000 | |||||
| Louie Simens | 875,000 | 750,000 | 750,000 | 750,000 | 3,125,000 | |||||
| Craig Bentley | 875,000 | 750,000 | 750,000 | 750,000 | 3,125,000 | |||||
| Avi Geller | 375,000 | 375,000 | 250,000 | 375,000 | 1,375,000 | |||||
| Richard Beazley | 250,000 | 375,000 | 250,000 | 375,000 | 1,250,000 | |||||
| Total | 3,500,000 | 3,250,000 | 3,000,000 | 3,250,000 | 13,000,000 |
Options Valuation
| **** | Tranche 1 | **** | Tranche 2 | Tranche 3 | **** | Tranche 4 | **** | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of options issued | 3,500,000 | 3,250,000 | 3,000,000 | 3,250,000 | |||||||
| Expiry date | 30/06/2028 | 30/06/2028 | 30/06/2028 | 30/06/2028 | |||||||
| Vesting date | 31/12/2025 | 30/06/2028 | 31/12/2026 | 30/06/2027 | |||||||
| Exercise price | 0.45 | 0.45 | 0.45 | 0.45 | |||||||
| Expected Volatility | 83 | % | 83 | 83 | % | 83 | % | ||||
| Risk-free Interest rate | 3.26 | % | 3.26 | 3.26 | % | 3.26 | % | ||||
| Underlying fair value at grant date | 0.1353 | 0.1491 | 0.1430 | 0.1468 | |||||||
| Vesting conditions | Tranche 1 Options will vest on 31 December 2025 provided the option holder remain as an employee at all times during the vesting period. | Tranche 2 Options will vest on the share price closing price being greater than or equal to a 5 day VWAP of 0.75 on the ASX provided the option holder remain as an employee at all times during the vesting period. | Tranche 3 Options will vest if the RPM Area Pre-Feasibility Study (PFS) is completed by the end of 2026 provided the option holder remain as an employee at all times during the vesting period. | Tranche 4 Options will vest on the first commercial sale of Antinomy to an unrelated third party provided the option holder remain as an employee at all times during the vesting period. |
All values are in US Dollars.
There were no options over ordinary shares granted to or vested by directors and other key management personnel as part of compensation during the year ended 30 June 2025.
Performance rights
There were no performance rights over ordinary shares issued to directors and other key management personnel as part of compensation that were outstanding as at 30 June 2025.
There were no performance rights over ordinary shares granted to or vested by directors and other key management personnel as part of compensation during the year ended 30 June 2025.
| Nova Minerals Ltd | Annual Report 2025  42 |
| --- |
Additional Information
The earnings of the consolidated entity for the five years to 30 June 2025 are summarised below:
| **** | 2025 | **** | 2024 | **** | 2023 | **** | 2022 | 2021 | **** |
|---|---|---|---|---|---|---|---|---|---|
| **** | **** | **** | **** | **** | |||||
| Revenue | |||||||||
| Net assets | |||||||||
| Total comprehensive income / (loss) | ) | ) | ) | ) |
All values are in US Dollars.
The factors that are considered to affect total shareholders return are summarised below:
| **** | 2025 | **** | 2024 | **** | 2023 | **** | 2022 | 2021 | **** | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Basic<br> earnings per share (cents per share) | (3.83 | ) | (7.70 | ) | (5.77 | ) | 19.61 | (2.01 | ) | |||||
| Diluted<br> earnings per share (cents per share) | (3.83 | ) | (7.70 | ) | (5.77 | ) | 19.61 | (2.01 | ) |
Additional Disclosures Relating to Key Management Personnel
Shareholding
The number of shares in the company held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below:
| **** | Balance at the Start of the year | Received as Part of Remuneration | Additions | Disposals/ Other | **** | Balance at the End of the Year | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary shares | |||||||||||
| C Bentley | 3,616,669 | - | - | - | 3,616,669 | ||||||
| R Pasqua (Resigned 14 November 2024) | 28,500 | - | - | (28,500 | ) | - | |||||
| A Geller | 2,290,177 | - | - | - | 2,290,177 | ||||||
| L Simens | 9,033,199 | - | - | - | 9,033,199 | ||||||
| C Gerteisen | 1,833,614 | - | - | - | 1,833,614 | ||||||
| R Beazley (Appointed 24 July 2024) | - | - | - | - | - | ||||||
| D Berger (Appointed 1 July 2025) | - | - | - | - | - | ||||||
| 16,802,159 | - | - | (28,500 | ) | 16,773,659 |
| Nova Minerals Ltd | Annual Report 2025  43 |
| --- |
Option Holding
The number of options over ordinary shares in the company held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below:
| **** | Balance at | **** | **** | Expired/ | **** | Balance at | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| **** | the Start of | **** | **** | Forfeited/ | **** | the End of | |||||
| **** | the Year | Granted^*^ | Exercised | Other | **** | the Year | |||||
| Options over ordinary shares | |||||||||||
| C Bentley | 821,429 | 3,125,000 | - | (71,429 | ) | 3,875,000 | |||||
| R Pasqua | 264,250 | - | - | (14,250 | ) | 250,000 | |||||
| A Geller | 550,000 | 1,375,000 | - | (50,000 | ) | 1,875,000 | |||||
| L Simens | 2,214,286 | 3,125,000 | - | (214,286 | ) | 5,125,000 | |||||
| C Gerteisen | 2,050,000 | 4,125,000 | - | (50,000 | ) | 6,125,000 | |||||
| R Beazley (Appointed 24 July 2024) | - | 1,250,000 | - | - | 1,250,000 | ||||||
| D Berger (Appointed 1 July 2025) | - | - | - | - | 0 | ||||||
| 5,899,965 | 13,000,000 | - | (399,965 | ) | 18,500,000 |
* On March 2025 it was announced that Nova is proposing to issue options to directors and other key management personnel. A total number of 13,000,000 options have been proposed for directors. The options will have an exercise price of $0.45 per option, and will be subject to vesting conditions outlined above. These options are unissued at year-end and subject to shareholder approval, however have been valued and included in the remuneration table of directors above to align with AASB 2 treatment.
Performance Rights Holding
The number of performance rights over ordinary shares in the company held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below:
| **** | Balance at | **** | **** | Expired/ | Balance at | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| **** | the start of | **** | **** | forfeited/ | the end of | |||||
| **** | the year | Granted | Vested | other | the year | |||||
| Performance rights over ordinary shares | ||||||||||
| L Simens | 800,000 | - | - | - | 800,000 | |||||
| C Gerteisen | 800,000 | - | - | - | 800,000 | |||||
| 1,600,000 | - | - | - | 1,600,000 |
This concludes the remuneration report, which has been audited.
Shares Under Option
There were no unissued ordinary shares of Nova Minerals Limited under option outstanding at the date of this report.
Indemnity and Insurance of Officers
The company has indemnified the directors and executives of the company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the company paid a premium in respect of a contract to insure the directors and executives of the company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.
| Nova Minerals Ltd | Annual Report 2025  44 |
| --- |
Indemnity and Insurance of Auditor
The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the company or any related entity against a liability incurred by the auditor.
During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company or any related entity.
Proceedings on Behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the company, or to intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or part of those proceedings.
Non-Audit Services
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor are outlined in note 20 to the financial statements.
The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.
The directors are of the opinion that the services as disclosed in note 20 to the financial statements do not compromise the external auditor's independence requirements of the CorporationsAct 2001 for the following reasons:
| ● | all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and |
|---|---|
| ● | none of the services undermine the general<br>principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants issued by the Accounting<br>Professional and Ethical Standards Board, including reviewing or auditing the auditor's own work, acting in a management or decision-making<br>capacity for the company, acting as advocate for the company or jointly sharing economic risks and rewards. |
Officers of the Company Who are Former Partners of RSM Australia Partners
There are no officers of the company who are former partners of RSM Australia Partners.
Auditor's Independence Declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors' report.
Auditor
RSM Australia Partners continues in office in accordance with section 327 of the Corporations Act 2001.
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
On behalf of the directors
___________________________
Richard Beazley
Chairman
17 September 2025
| Nova Minerals Ltd | Annual Report 2025  45 |
| --- | | Auditor’s Independence Declaration | | --- |
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Nova Minerals Limited for the year ended 30 June 2025, I declare that, to the best of my knowledge and belief, there have been no contraventions of:
| (i) | the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and |
|---|---|
| (ii) | any applicable code of professional conduct in relation to the audit. |
| --- | --- |
RSM AUSTRALIA PARTNERS
A L WHITTINGHAM
Partner
Dated: 17 September 2025
Melbourne, Victoria
| Nova Minerals Ltd | Annual Report 2025  46 |
| --- |
| Nova Minerals Ltd | Annual Report 2025  47 |
| --- |
FinancialStatements
| Consolidated Statement of Profit or Loss and Other Comprehensive Income | 50 |
|---|---|
| Consolidated Statement of Financial Position | 51 |
| Consolidated Statement of Changes in Equity | 52 |
| Consolidated Statement of Cash Flows | 54 |
| Notes to the Financial Statements | 56 |
| Director’s Declaration | 88 |
| Independent Auditor’s Report | 89 |
| Shareholder Information | 94 |
| Nova Minerals Ltd | Annual Report 2025  48 |
| --- |
General Information
The financial statements cover Nova Minerals Limited as a consolidated entity consisting of Nova Minerals Limited and the entities it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is Nova Minerals Limited's functional and presentation currency.
Nova Minerals Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:
Suite 5 242 Hawthorn Road
Caulfield Victoria 3161 Australia
A description of the nature of the consolidated entity's operations and its principal activities are included in the directors' report, which is not part of the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of directors on 17 September 2025. The directors have the power to amend and reissue the financial statements.
| Nova Minerals Ltd | Annual Report 2025  49 |
| --- |
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
For the Year Ended 30 June 2025
| **** | **** | Consolidated | **** | ||
|---|---|---|---|---|---|
| **** | Note | 30 June 2025 | **** | 30 June 2024 | **** |
| **** | **** | **** | **** | ||
| Revenue | |||||
| Interest income | |||||
| Other income, gains, and losses | |||||
| Foreign exchange movement on financial liability | ) | ) | |||
| Impairment loss of financial assets | 9 | ) | |||
| Gain from sale of investment in Snow Lake Resources | 8 | ||||
| Fair value loss on other investments | 9 | ) | ) | ||
| Fair value loss on derivative liabilities | ) | ||||
| Gain(Loss) on derivative liabilities | 13 | ) | |||
| Impairment of Investment in Snow Lake Resources | 8 | ) | ) | ||
| Foreign exchange (loss)/gain | ) | ||||
| Share of losses of associate accounted for using equity method | 8 | ) | |||
| Total revenue | ) | ) | |||
| Expenses | |||||
| Administration expenses | 4 | ) | ) | ||
| Contractors & consultants | 4 | ) | ) | ||
| Share based payments | 28 | ) | |||
| Amortisation of financial liability | ) | ) | |||
| Investment costs | 8 | ) | |||
| Finance costs | 4 | ) | ) | ||
| Total expenses | ) | ) | |||
| Loss Before Income Tax Expense | ) | ) | |||
| Income tax expense | 5 | ||||
| Loss After Income Tax Expense for the Year | ) | ) | |||
| Other Comprehensive Income | |||||
| Items that may be reclassified subsequently to profit or loss | |||||
| Foreign currency translation | |||||
| Other comprehensive income for the year, net of tax | |||||
| Total Comprehensive Loss for the Year | ) | ) | |||
| Loss for the year is attributable to: | |||||
| Non-controlling interest | ) | ) | |||
| Owners of Nova Minerals Limited | ) | ) | |||
| ) | ) | ||||
| Total comprehensive income/(loss) for the year is attributable to: | |||||
| Non-controlling interest | ) | ||||
| Owners of Nova Minerals Limited | ) | ) | |||
| ) | ) | ||||
| Basic loss per share | 27 | ) | ) | ||
| Diluted loss per share | 27 | ) | ) |
All values are in US Dollars.
The aboveconsolidated statement of financial position should be read in conjunction with the accompanying notes
| Nova Minerals Ltd | Annual Report 2025  50 |
| --- |
Consolidated Statement of Financial Position
For the Year Ended 30 June 2025
| Consolidated | |||||
|---|---|---|---|---|---|
| Note | 30 June 2025 | 30 June 2024 | |||
| Assets | |||||
| Current Assets | |||||
| Cash and cash equivalents | 6 | ||||
| Trade and other receivables | 7 | ||||
| Total current assets | |||||
| Non-Current Assets | |||||
| Investment in associate | 8 | ||||
| Other financial assets at fair value through profit or loss | 9 | ||||
| Property, plant and equipment | 10 | ||||
| Exploration and evaluation | 11 | ||||
| Total non-current assets | |||||
| Total Assets | |||||
| Liabilities | |||||
| Current Liabilities | |||||
| Trade and other payables | 12 | ||||
| Convertible notes | 13 | ||||
| Total current liabilities | |||||
| Non-Current Liabilities | |||||
| Convertible notes | 13 | ||||
| Total non-current liabilities | |||||
| Total Liabilities | |||||
| Net Assets | |||||
| Equity` | |||||
| Issued capital | 14 | ||||
| Foreign currency reserves | |||||
| Share based-payment reserves | 15 | ||||
| Accumulated losses | ) | ) | |||
| Equity attributable to the owners of Nova Minerals Limited | |||||
| Non-controlling interest | 16 | ||||
| Total Equity |
All values are in US Dollars.
The aboveconsolidated statement of financial position should be read in conjunction with the accompanying notes
| Nova Minerals Ltd | Annual Report 2025  51 |
| --- |
Consolidated Statement of Changes in Equity
For the Year Ended 30 June 2025
| Issued | Share Based<br> Payments | Foreign Currency | Accumulated | Non-Controll-ing | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| **** | Capital | **** | Reserves | **** | Reserves | Losses | **** | Interest | **** | Equity | **** |
| Consolidated | |||||||||||
| Balance at 1 July<br> 2023 | ) | ||||||||||
| Loss after income tax expense<br> for the year | ) | ) | ) | ||||||||
| Other comprehensive<br> income/(loss) for the year, net of tax | |||||||||||
| Total comprehensive income/(loss)<br> for the year | ) | ) | ) | ||||||||
| Transactions with owners<br> in their capacity as owners: | |||||||||||
| Issue of shares for cash (Note<br> 14) | |||||||||||
| Options converted (Note<br> 14) | |||||||||||
| Share issue costs (Note 14) | ) | ) | |||||||||
| Share options expense for period<br> (Note 28) | |||||||||||
| Performance<br> rights (Note 28) | ) | ) | |||||||||
| Balance<br> at 30 June 2024 | ) |
All values are in US Dollars.
The aboveconsolidated statement of financial position should be read in conjunction with the accompanying notes
| Nova Minerals Ltd | Annual Report 2025  52 |
| --- |
ConsolidatedStatement of Changes in Equity (Continued)
Forthe Year Ended 30 June 2025
| Issued | Share<br> Based Payments | Foreign<br> Currency | Accumulated | Non-Controlling | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital | Reserves | Reserves | Losses | Interest | Equity | ||||||
| Consolidated | |||||||||||
| Balance at 1 July 2024 | ) | ||||||||||
| Loss after income tax expense<br> for the year | ) | ) | ) | ||||||||
| Other<br> comprehensive income/(loss) for the year, net of tax | |||||||||||
| Total comprehensive income/(loss)<br> for the year | ) | ) | |||||||||
| Transactions<br> with owners in their capacity as owners: | |||||||||||
| Issue of shares for cash (Note<br> 14) | |||||||||||
| Options<br> converted (Note 14) | |||||||||||
| Share issue costs (Note 14) | ) | ) | |||||||||
| Shares issued for Conversion<br> of Nebari Loan (note 14) | |||||||||||
| Shares issued for services<br> (note 14) | |||||||||||
| Share options expense for<br> period (Note 28) | ) | ) | |||||||||
| Broker<br> Options (Note 14) | ) | ||||||||||
| Balance at 30 June 2025 | ) |
All values are in US Dollars.
Theabove consolidated statement of changes in equity should be read in conjunction with the accompanying notes
| Nova Minerals Ltd | Annual Report 2025  53 |
| --- |
ConsolidatedStatement of Cash Flows
Forthe Year Ended 30 June 2025
| **** | **** | Consolidated | **** | ||
|---|---|---|---|---|---|
| **** | Note | 30 June 2025 | **** | 30 June 2024 | **** |
| **** | **** | **** | **** | ||
| Cash Flows from Operating Activities | |||||
| Payments to suppliers and employees (inclusive of GST) | ) | ) | |||
| Interest received | |||||
| Interest and other finance costs paid | ) | ) | |||
| Net cash used in operating activities | 26 | ) | ) | ||
| Cash Flows from Investing Activities | |||||
| Payments for property, plant and equipment | ) | ) | |||
| Payments for exploration and evaluation | ) | ) | |||
| Loans to Snow Lake Resources | |||||
| Loans to other entity | ) | ) | |||
| Loans to related party | |||||
| Payments to acquire investments | ) | ||||
| Convertible note Asra Minerals | |||||
| Proceeds from disposal of property, plant and equipment | |||||
| Proceeds from disposal of investments | |||||
| Net cash from/(used) in investing activities | ) | ||||
| Cash Flows from Financing Activities | |||||
| Proceeds from issue of shares | 14 | ||||
| Proceeds from exercise of options | |||||
| Share issue transaction costs | ) | ) | |||
| Net cash from financing activities | |||||
| Net increase/(decrease) in cash and cash equivalents | ) | ||||
| Cash and cash equivalents at the beginning of the financial year | |||||
| Effects of exchange rate changes on cash and cash equivalents | ) | ) | |||
| Cash and Cash Equivalents at the End of the Financial Year | 6 |
All values are in US Dollars.
Theabove consolidated statement of cash flows should be read in conjunction with the accompanying notes
| Nova Minerals Ltd | Annual Report 2025  54 |
| --- |
| Nova Minerals Ltd | Annual Report 2025  55 |
| --- |
Notesto the Financial Statements
| Note<br> 1: | Material Accounting Policy Information | 57 |
|---|---|---|
| Note<br> 2: | Critical Accounting Judgements, Estimates and Assumptions | 65 |
| Note<br> 3: | Operating Segments | 67 |
| Note<br> 4: | Expenses | 67 |
| Note<br> 5: | Income Tax Expense | 68 |
| Note<br> 6: | Cash and Cash Equivalents | 69 |
| Note<br> 7: | Other Current Assets | 69 |
| Note<br> 8: | Investment in Associate | 69 |
| Note<br> 9: | Other Financial Assets at Fair Value Through Profit or Loss | 70 |
| Note<br> 10: | Property, Plant and Equipment | 71 |
| Note<br> 11: | Exploration and Evaluation | 71 |
| Note<br> 12: | Trade and Other Payables | 72 |
| Note<br> 13: | Convertible Notes | 72 |
| Note<br> 14: | Issued Capital | 73 |
| Note<br> 15: | Share Based-Payment Reserves | 73 |
| Note<br> 16: | Non-Controlling Interest | 74 |
| Note<br> 17: | Financial Instruments | 75 |
| Note<br> 18: | Fair Value Measurements | 77 |
| Note<br> 19: | Key Management Personnel Disclosures | 78 |
| Note<br> 20: | Remuneration of Auditors | 79 |
| Note<br> 21: | Capital Commitments – Property, Plant and Equipment | 79 |
| Note<br> 22: | Contingent Liabilities | 79 |
| Note<br> 23: | Related Party Transactions | 79 |
| Note<br> 24: | Parent Entity Information | 80 |
| Note<br> 25: | Interests in Subsidiaries | 81 |
| Note<br> 26: | Reconciliation of Loss After Income Tax to Net Cash Used in Operating Activities | 83 |
| Note<br> 27: | Earnings/(Loss) Per Share | 83 |
| Note<br> 28: | Share-Based Payments | 84 |
| Note<br> 29: | Events After the Reporting Period | 87 |
| Note<br> 30: | Consolidated Entity Disclosure Statement | 87 |
| Nova Minerals Ltd | Annual Report 2025  56 |
| --- |
Notesto the Consolidated Financial Statements
Forthe Year Ended 30 June 2025
Note 1 Material Accounting Policy Information
The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
New or Amended Accounting Standards and Interpretations Adopted
The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) that are mandatory for the current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
The consolidated entity has assessed the below new or amended Accounting Standards and Interpretations could have a material impact in the future period:
AASB 18 Presentation and Disclosure in Financial Statements will replace AASB 101 Presentation of Financial Statements. AASB 18 will enable companies to tell their story better through their financial statements. Investors will benefit from greater consistency of presentation of the income and cash flow statements, and more disaggregated information. Companies’ net profit will not change. AASB 18 requires all companies to:
| ● | Classify<br> income and expenses between operating, investing and financing, and to report a newly defined<br> subtotal, “operating profit” |
|---|---|
| ● | Disclose<br> certain “non-GAAP” measures – management performance measures (MPMs) –<br> in a note to the financial statements, meaning that they will now be subject to audit –<br> e.g. “adjusted EBITDA” and |
| ● | Improve<br> how they aggregate information |
Basis of Preparation
These general-purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board (‘IASB’).
Historical Cost Convention
The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of financial assets and liabilities at fair value through profit or loss, financial assets at fair value through other comprehensive income, investment properties, certain classes of property, plant and equipment and derivative financial instruments.
Critical Accounting Estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the consolidated entity’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 2.
Going Concern
The financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and discharge of liabilities in the normal course of business.
| Nova Minerals Ltd | Annual Report 2025  57 |
| --- |
For the financial year ended 30 June 2025, the consolidated entity incurred a net loss after tax of $11,099,171 and had net cash outflows from operating activities of $7,640,379. The ability to continue as a going concern and realize its exploration asset is dependent on a number of factors, the most significant of which is obtaining additional funding to complete the exploration activities.
The Directors believe that it is reasonably foreseeable that the consolidated entity will continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the financial report after consideration of the following factors:
| ● | The<br> Company has cash resources of $9,083,315 as at 30 June 2025; |
|---|---|
| ● | The<br> Company announced on 16 July 2025 the closing of an underwritten public offering for gross<br> proceeds of US$11.1 million (AUD$17 million), before deducting underwriting discounts and<br> offering expenses. |
| ● | The<br> Company announced on 21 July 2025 that the Company’s underwriters had also partially<br> exercised their over-allotment option for additional gross proceeds of US$1 million (AUD$1.5<br> million), before deducting underwriting discounts; and |
| ● | The<br> Company has the ability to scale back its exploration activities should funding not be available<br> to continue exploration at its current levels. |
Parent Entity Information
In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only. Supplementary information about the parent entity is disclosed in note 24.
Principles of Consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Nova Minerals Limited (‘company’ or ‘parent entity’) as at 30 June 2025 and the results of all subsidiaries for the year then ended. Nova Minerals Limited and its subsidiaries together are referred to in these financial statements as the ‘consolidated entity’.
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances, and unrealised gains on transactions between entities in the consolidated entity are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the consolidated entity.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent.
Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit or loss and other comprehensive income, statement of financial position and statement of changes in equity of the consolidated entity. Losses incurred by the consolidated entity are attributed to the non-controlling interest in full, even if that results in a deficit balance.
Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill, liabilities, and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The consolidated entity recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss.
| Nova Minerals Ltd | Annual Report 2025  58 |
| --- |
Operating Segments
Operating segments are presented using the ‘management approach’, where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers (‘CODM’). The CODM is responsible for the allocation of resources to operating segments and assessing their performance.
Foreign Currency Translation
The financial statements are presented in Australian dollars, which is Nova Minerals Limited’s functional and presentation currency.
Foreign Currency Transactions
Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
Foreign Operations
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting date. The revenues and expenses of foreign operations are translated into Australian dollars using the average exchange rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences are recognised in other comprehensive income through the foreign currency reserve in equity.
The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.
Revenue Recognition
The consolidated entity recognises revenue as follows:
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.
Income Tax
The income tax expense or benefit for the period is the tax payable on that period’s taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:
| ● | When the deferred<br>income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a<br>business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or |
|---|---|
| ● | When the taxable<br>temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be<br>controlled, and it is probable that the temporary difference will not reverse in the foreseeable future. |
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
| Nova Minerals Ltd | Annual Report 2025  59 |
| --- |
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.
Nova Minerals Limited (the ‘head entity’) and its wholly owned Australian subsidiaries have formed an income tax consolidated group under the tax consolidation regime. The head entity and each subsidiary in the tax consolidated group continue to account for their own current and deferred tax amounts. The tax consolidated group has applied the ‘separate taxpayer within group’ approach in determining the appropriate amount of taxes to allocate to members of the tax consolidated group.
In addition to its own current and deferred tax amounts, the head entity also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from each subsidiary in the tax consolidated group.
Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the tax consolidated group. The tax funding arrangement ensures that the intercompany charge equals the current tax liability or benefit of each tax consolidated group member, resulting in neither a contribution by the head entity to the subsidiaries nor a distribution by the subsidiaries to the head entity.
Current and Non-Current Classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the consolidated entity’s normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the consolidated entity’s normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. For the statement of cash flows presentation purposes, cash and cash equivalents also includes bank overdrafts, which are shown within borrowings in current liabilities on the statement of financial position.
Trade and Other Receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
| Nova Minerals Ltd | Annual Report 2025  60 |
| --- |
Derivative Financial Instruments
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.
Associates
Associates are entities over which the consolidated entity has significant influence but not control or joint control. Investments in associates are accounted for using the equity method. Under the equity method, the share of the profits or losses of the associate is recognised in profit or loss and the share of the movements in equity is recognised in other comprehensive income. Investments in associates are carried in the statement of financial position at cost plus post-acquisition changes in the consolidated entity’s share of net assets of the associate. Goodwill relating to the associate is included in the carrying amount of the investment and is neither amortised nor individually tested for impairment. Dividends received or receivable from associates reduce the carrying amount of the investment.
When the consolidated entity’s share of losses in an associate equal or exceeds its interest in the associate, including any unsecured long-term receivables, the consolidated entity does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.
The consolidated entity discontinues the use of the equity method upon the loss of significant influence over the associate and recognises any retained investment at its fair value. Any difference between the associate’s carrying amount, fair value of the retained investment and proceeds from disposal is recognised in profit or loss.
Investments and Other Financial Assets
Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at either amortised cost or fair value depending on their classification. Classification is determined based on both the business model within which such assets are held and the contractual cash flow characteristics of the financial asset unless an accounting mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the consolidated entity has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation of recovering part or all of a financial asset, its carrying value is written off.
Financial Assets at Amortised Cost
A financial asset is measured at amortised cost only if both of the following conditions are met: (i) it is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and (ii) the contractual terms of the financial asset represent contractual cash flows that are solely payments of principal and interest.
Financial Assets at Fair Value Through Profit or Loss
Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as financial assets at fair value through profit or loss. Typically, such financial assets will be either: (i) held for trading, where they are acquired for the purpose of selling in the short-term with an intention of making a profit, or a derivative; or (ii) designated as such upon initial recognition where permitted. Fair value movements are recognised in profit or loss.
Impairment of Financial Assets
The consolidated entity recognises a loss allowance for expected credit losses on financial assets which are either measured at amortised cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon the consolidated entity’s assessment at the end of each reporting period as to whether the financial instrument’s credit risk has increased significantly since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to obtain.
| Nova Minerals Ltd | Annual Report 2025  61 |
| --- |
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit loss allowance is estimated. This represents a portion of the asset’s lifetime expected credit losses that is attributable to a default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset’s lifetime expected credit losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate.
For financial assets mandatorily measured at fair value through other comprehensive income, the loss allowance is recognised in other comprehensive income with a corresponding expense through profit or loss. In all other cases, the loss allowance reduces the asset’s carrying value with a corresponding expense through profit or loss.
Property, Plant and Equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment (excluding land) over their expected useful lives as follows:
| Plant and<br>equipment | 5-10 years |
|---|
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the consolidated entity. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
Explorationand Evaluation
Exploration and evaluation expenditure in relation to separate areas of interest for which rights of tenure are current is carried forward as an asset in the statement of financial position where it is expected that the expenditure will be recovered through the successful development and exploitation of an area of interest, or by its sale; or exploration activities are continuing in an area and activities have not reached a stage which permits a reasonable estimate of the existence or otherwise of economically recoverable reserves. Where a project or an area of interest has been abandoned, the expenditure incurred thereon is written off in the year in which the decision is made.
When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.
A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.
Trade and Other Payables
These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted.
Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method.
The component of the convertible notes that exhibits characteristics of a liability is recognised as a liability in the statement of financial position, net of transaction costs.
| Nova Minerals Ltd | Annual Report 2025  62 |
| --- |
On the issue of the convertible notes the fair value of the liability component is determined using a market rate for an equivalent non-convertible bond and this amount is carried as a non-current liability on the amortised cost basis until extinguished on conversion or redemption. The increase in the liability due to the passage of time is recognised as a finance cost. The remainder of the proceeds are allocated to the conversion option that is recognised and included in shareholders equity as a convertible note reserve, net of transaction costs. The carrying amount of the conversion option is not remeasured in the subsequent years. The corresponding interest on convertible notes is expensed to profit or loss.
Finance Costs
Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in which they are incurred.
Employee Benefits
Short-Term Employee Benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave, long service leave and accumulating sick leave expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled. Non-accumulating sick leave is expensed to profit or loss when incurred.
Other Long-Term Employee Benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are measured at the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on high quality corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.
Share-Based Payments
Equity-settled and cash-settled share-based compensation benefits are provided to employees and advisors.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price.
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the consolidated entity receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.
The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows:
| ● | during the vesting<br>period, the liability at each reporting date is the fair value of the award at that date multiplied by the expired portion of the vesting<br>period. |
|---|---|
| ● | from the end of<br>the vesting period until settlement of the award, the liability is the full fair value of the liability at the reporting date. |
| Nova Minerals Ltd | Annual Report 2025  63 |
| --- |
All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to settle the liability.
Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the consolidated entity or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification.
Fair Value Measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement.
For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data.
Issued Capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Earnings per share
Basic Earnings Per Share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Nova Minerals Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.
| Nova Minerals Ltd | Annual Report 2025  64 |
| --- |
Diluted Earnings Per Share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
Goods and Services Tax (‘GST’) and Other Similar Taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.
New Accounting Standards and Interpretations Not Yet Mandatory or Early Adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the consolidated entity for the annual reporting period ended 30 June 2025. The consolidated entity has not yet assessed the impact of these new or amended Accounting Standards and Interpretations.
Note 2. Critical Accounting Judgements, Estimates and Assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses.
Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.
Share-Based Payment Transactions
The consolidated entity measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using either the Binomial or Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity.
| Nova Minerals Ltd | Annual Report 2025  65 |
| --- |
Fair Value Measurement Hierarchy
The consolidated entity is required to classify all assets and liabilities, measured at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3: Unobservable inputs for the asset or liability. Considerable judgement is required to determine what is significant to fair value and therefore which category the asset or liability is placed in can be subjective.
The fair value of assets and liabilities classified as level 3 is determined by the use of valuation models. These include discounted cash flow analysis or the use of observable inputs that require significant adjustments based on unobservable inputs.
Estimation of Useful Lives of Assets
The consolidated entity determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written down.
Exploration and Evaluation Costs
Exploration and evaluation costs have been capitalised on the basis that the consolidated entity will commence commercial production in the future, from which time the costs will be amortised in proportion to the depletion of the mineral resources. Key judgements are applied in considering costs to be capitalised which includes determining expenditures directly related to these activities and allocating overheads between those that are expensed and capitalised. In addition, costs are only capitalised that are expected to be recovered either through successful development or sale of the relevant mining interest. Factors that could impact the future commercial production at the mine include the level of reserves and resources, future technology changes, which could impact the cost of mining, future legal changes and changes in commodity prices. To the extent that capitalised costs are determined not to be recoverable in the future, they will be written off in the period in which this determination is made.
| Nova Minerals Ltd | Annual Report 2025  66 |
| --- |
Note 3. Operating Segments
Operating segment information is disclosed on the same basis as information used for internal reporting purposes
At regular intervals, the board is provided management information for the Company’s cash position, the carrying values of exploration permits and Company cash forecast for the next twelve months of operation. On this basis, the board considers the consolidated entity operates in one segment being exploration of minerals and two geographical areas, being Australia and United States. For the financial year ended 30 June 2024 the Canadian assets relate to the investment in associate and the exploration asset has been eliminated due to the deconsolidation.
Geographical Information
| Interest Income | Geographical Non-Current Assets | |||
|---|---|---|---|---|
| 30 June 2025 | 30 June 2024 | 30 June 2025 | 30 June 2024 | |
| Australia | ||||
| Canada | ||||
| United States | ||||
All values are in US Dollars.
Note 4. Expenses
| Consolidated | ||
|---|---|---|
| 30 June 2025 | 30 June 2024 | |
| Loss before income tax includes the following specific expenses: | ||
| Depreciation | ||
| Superannuation | ||
| Corporate and Consultants | ||
| Finance Charges | ||
All values are in US Dollars.
| Nova Minerals Ltd | Annual Report 2025  67 |
| --- |
Note 5. Income Tax Benefit
| Consolidated | ||||
|---|---|---|---|---|
| 30 June 2025 | 30 June 2024 | |||
| Numerical reconciliation of income tax benefit and tax at the statutory rate | ||||
| Loss before income tax expense | ) | ) | ||
| Tax at the statutory tax rate of 25% | ) | ) | ||
| Tax effect amounts which are not deductible/(taxable) in calculating taxable income: | ||||
| Impairment of Investment in Snow Lake Resources | ||||
| Share-based payments | ) | |||
| Impairment loss of financial assets | ||||
| Share of profits(losses) - associates | ||||
| Fair value loss on investments | ||||
| Fair value loss on derivative liabilities | ||||
| ) | ) | |||
| Current year temporary differences not recognised | ||||
| Income tax expense |
All values are in US Dollars.
| Consolidated | ||
|---|---|---|
| 30 June 2025 | 30 June 2024 | |
| Tax losses not recognised | ||
| Unused tax losses for which no deferred tax asset has been recognised | ||
| Potential tax benefit @ 25%/21% |
All values are in US Dollars.
Under current legislation the tax losses cannot be carried forward indefinitely if control, ownership, or business nature changes. Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will be available against which the consolidated entity can utilise the benefits.
These tax losses are also subject to final determination by the taxation authorities when the company derives taxable income.
| Nova Minerals Ltd | Annual Report 2025  68 |
| --- |
The tax losses are subject to further review to determine if they satisfy the necessary legislative requirements under Income Tax legislation for carry forward and recoupment of tax losses.
Note 6. Current Assets – Cash and Cash Equivalents
| Consolidated | ||
|---|---|---|
| 30 June 2025 | 30 June 2024 | |
| Current Assets | ||
| Cash at bank |
All values are in US Dollars.
Note 7. Other Current Assets
| Consolidated | |||
|---|---|---|---|
| 30 June 2025 | 30 June 2024 | ||
| Current Assets | |||
| Other receivable | |||
| Rent bond | |||
| Prepayments | |||
| GST (payable)/receivable | ) | ||
All values are in US Dollars.
The Company’s exposure to credit risk related to other receivables are disclosed in note 17.
Note 8. Investment in Associate
| Consolidated | ||||
|---|---|---|---|---|
| 30 June 2025 | 30 June 2024 | |||
| Non-Current Assets | ||||
| Investment in Snow Lake Resources | ||||
| Reconciliation | ||||
| Reconciliation of the carrying amounts at the beginning and end of the current and previous financial year are set out below: | ||||
| Opening carrying amount | ||||
| Disposal of Snow Lake Resources investment | ) | |||
| Gain on sale of Snow Lake Resources investment | ||||
| Share of Snow Lake Resources loss for period | ) | |||
| Impairment of investment in Snow Lake Resources | ) | ) | ||
| Sale of investment costs | ) | |||
| Closing carrying amount |
All values are in US Dollars.
Snow Lake Resources was an investment in associate of Nova Minerals Limited in the prior period. On 20 December 2024, Snow Lake Resources had a capital raise, which further diluted Nova’s shareholding to 11.63% and Nova was deemed to have lost significant influence. Upon discontinuation of equity accounting, the investment was to be accounted for at fair value, and an impairment amount of $3,211,587 was recognised. On 31 December 2024 Nova sold its entire investment of 6.6 million shares in Snow Lake Resources, realising A$10.85 million in gross proceeds.
| Nova Minerals Ltd | Annual Report 2025  69 |
| --- |
Note9. Other Financial Assets at Fair Value Through Profit or Loss
| Consolidated | |||
|---|---|---|---|
| 30 June 2025 | 30 June 2024 | ||
| Non-Current Assets | |||
| Investments in Asra Minerals Limited at fair value | |||
| Investment in Alaska Asia Clean Energy Corp at fair value | |||
| Less: Provision for impairment ^(1)^ | ) | ||
| Loans granted to related parties ^note 23^ | |||
| Loan to Alaska Asia Clean Energy Corp * | |||
| Less: Provision for impairment ^(1)^ | ) | ||
All values are in US Dollars.
*Thisloan is recorded at fair value
1) A provision has been recognised in relation to a receivable held at fair value in accordance with AASB 9/ IFRS 9. However, management has assessed that the consolidated entity retains legally enforceable rights to the outstanding amount and considers the amount to be recoverable
| Consolidated | ||||
|---|---|---|---|---|
| 30 June 2025 | 30 June 2024 | |||
| Reconciliation Investments at Fair Value | ||||
| Reconciliation of the carrying amounts at the beginning and end of the current and previous financial year are set out below: | ||||
| Opening balance | ||||
| Addition | ||||
| AX8 Shares | ||||
| Asra Minerals Shares | ||||
| Gain on Disposal | ||||
| AX8 Shares | ) | |||
| Movement in Fair Value | ||||
| Asra Minerals Shares | ) | ) | ||
| Asra Minerals ASROB options | ) | |||
| Closing fair value |
All values are in US Dollars.
The Investment in Asra Minerals Limited comprises shares and options held by the group measured at fair value. The group shareholding in Asra Minerals comprises 3.2% ownership.
| Nova Minerals Ltd | Annual Report 2025  70 |
| --- |
Note10. Property, Plant and Equipment
| Consolidated | ||||
|---|---|---|---|---|
| 30 June 2025 | 30 June 2024 | |||
| Non-Current Assets | ||||
| Plant and equipment - at cost | ||||
| Less: Accumulated depreciation | ) | ) | ||
All values are in US Dollars.
Reconciliations
| Consolidated | ||||
|---|---|---|---|---|
| 30 June 2025 | 30 June 2024 | |||
| Opening balance | ||||
| Additions | ||||
| Foreign exchange movement | ||||
| Depreciation expense | ) | ) | ||
| Carrying amount at end of period |
All values are in US Dollars.
Allproperty plant and equipment stated under the historical cost convention
Note 11. Exploration and Evaluation
| Consolidated | ||
|---|---|---|
| 30 June 2025 | 30 June 2024 | |
| Non-Current Assets | ||
| Exploration and evaluation expenditure – At cost |
All values are in US Dollars.
Reconciliations
Reconciliations of the written down values at the beginning and end of the current financial year are set out below:
| Consolidated | ||
|---|---|---|
| 30 June 2025 | 30 June 2024 | |
| Opening balance | ||
| Additions | ||
| Revaluation due to foreign exchange | ||
| Carrying amount at end of year |
All values are in US Dollars.
Note 12. Trade and Other Payables
| Consolidated | ||
|---|---|---|
| 30 June 2025 | 30 June 2024 | |
| Current Liabilities | ||
| Trade and Other Payables |
All values are in US Dollars.
| Nova Minerals Ltd | Annual Report 2025  71 |
| --- |
Note13. Convertible Notes
| Consolidated | ||
|---|---|---|
| 30 June 2025 | 30 June 2024 | |
| Current Liabilities | ||
| Financial derivative liability | ||
| Financial liability | ||
| Non-Current liabilities | ||
| Financial liability | ||
All values are in US Dollars.
Reconciliations
Reconciliation of convertible note since inception to 30 June 2025 is set out below:
| Consolidated | ||||
|---|---|---|---|---|
| 30 June 2025 | 30 June 2024 | |||
| The initial recognition of the financial liability and derivative was: | ||||
| Financial derivative liability | ||||
| Financial liability | ||||
| Movement to 30 June 2025 | ||||
| Loss/(gain) on financial derivative | ) | |||
| Amortization of financial liability | ||||
| Financial liability movement | ||||
| Foreign exchange movement | ||||
| Option fee | ) | |||
| Interest expense | ||||
| Issued share capital | ) | |||
| ) | ||||
All values are in US Dollars.
On September 19, 2024, Nova entered into a Variation Agreement (the “September 2024 Variation Agreement”) with Nebari to amend certain terms of the Nebari loan facility. The terms of the September 2024 Variation Agreement which were approved by shareholders at the Annual General Meeting of the Company held on November 14, 2024, are that Nova have the option (but not the obligation) to extend the repayment date of the facility by 12 months to November 29, 2026, and the conversion price of the facility was reduced to A$0.25.
On December 20, 2024, Nova gave notice to take up the option to extend the repayment date of the facility to November 29, 2026. In addition, the September 2024 Variation Agreement provides that the financial covenant under the convertible loan facility requiring Nova to maintain a minimum month-end consolidated cash balance of at least US$2,000,000 was reduced to A$1,000,000. Due to the extension of the term on the loan facility, reduction in financial covenant and conversion price it was determined to be a substantial modification, in accordance with AASB 9 (IFRS 9), resulting in the previous financial instruments associated being extinguished and a new financial instrument being recognized at fair value.
| Nova Minerals Ltd | Annual Report 2025  72 |
| --- |
During the period, 35,007,644 ordinary shares were issued to Nebari pursuant to the conversion of the convertible note at a conversion price of A$0.25 per share. At the date of conversion, the value of the convertible note liability being extinguished is valued at $13,076,290, representing fair value adjustments in accordance with AASB 9 Financial Instruments. The difference in value between the conversion to issued capital and the convertible note extinguishment has been recognised in equity.
Note14. Issued Capital
| Consolidated | ||||||||
|---|---|---|---|---|---|---|---|---|
| 30 June 2025 | 30 June 2025 | 30 June 2024 | 30 June 2024 | |||||
| Shares | Shares | |||||||
| Issued capital | 322,997,417 | 215,056,881 | ||||||
| Share issue costs | - | ) | - | ) | ||||
| 322,997,417 | 215,056,881 |
All values are in US Dollars.
| June 2025 | June 2025 | June 2024 | June 2024 | |||||
|---|---|---|---|---|---|---|---|---|
| Ordinary share - Issued and fully paid | No | No | ||||||
| At the beginning of the period | 215,056,881 | 210,889,961 | ||||||
| - Contributions of equity | 56,880,000 | 4,166,669 | ||||||
| - Shares issued on conversion of options | 14,460,420 | 251 | ||||||
| - Shares issued for services rendered | 1,592,472 | - | ||||||
| - Shares issued for conversion of Nebari convertible debt | 35,007,644 | - | ||||||
| - Share issue costs – share based payments note 28 | - | ) | - | |||||
| - Share issue costs - cash payments | - | ) | - | ) | ||||
| Closing balance | 322,997,417 | 215,056,881 |
All values are in US Dollars.
Ordinary Shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.
Capital Risk Management
The consolidated entity’s objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital.
Note15. Share Based-Payment Reserves
| Consolidated | ||
|---|---|---|
| 30 June 2025 | 30 June 2024 | |
| Share-based payments reserve |
All values are in US Dollars.
Share-based payments reserve
The reserve is used to recognise the value of equity benefits provided to employees and directors as part of their remuneration, and other parties as part of their compensation for services.
| Nova Minerals Ltd | Annual Report 2025  73 |
| --- |
Movements in reserves
Movements in each class of reserve during the financial years are set out below:
| Consolidated | ||||
|---|---|---|---|---|
| 30 June 2025 | 30 June 2024 | |||
| Opening balance | ||||
| Options expense in period ^(note 28)^ | ) | |||
| Performance rights granted ^(note 28)^ | ) | |||
| Broker options ^(note 28)^ | ||||
| Closing balance |
All values are in US Dollars.
Note16. Non-Controlling Interest
| Consolidated | ||||
|---|---|---|---|---|
| 30 June 2025 | 30 June 2024 | |||
| Issued capital | ||||
| Reserves | ||||
| Accumulated losses | ) | ) | ||
All values are in US Dollars.
As of the 30 June 2025 the non-controlling interest is 15% (30 June 2024: 15%) equity holding in AKCM Pty Ltd.
| Nova Minerals Ltd | Annual Report 2025  74 |
| --- |
Note 17. Financial Instruments
The consolidated entity activities expose it to a variety of financial risks, market risk, credit risk and liquidity risk.
The Company’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects of the financial performance of the entity.
MarketRisk
Market risk is the risk that changes in market prices, such as foreign exchange risk, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
The consolidated entity operates internationally and therefore there is exposure to foreign exchange risk arising from currency exposures. The consolidated entity holds investments in Asra Minerals Ltd (ASX: ASR) and Alaska Asian Clean Energy Corp which are exposed to security price risk. The objective of market risk management associated with equity security price is to manage and control market risk exposures within acceptable parameters. The consolidated entity is not exposed to commodity price risk as the consolidated entity is still carrying out exploration.
InterestRate Risk
Interest rate risk arises from investment of cash at variable rates. The consolidated entity income and operating cash flows are not materially exposed to changes in market interest rates. At the reporting date, the interest rate profile of the Company’s interest-bearing financial instruments was:
| Consolidated | ||
|---|---|---|
| 30 June 2025 | 30 June 2024 | |
| Variable<br>Rate Instruments | ||
| Cash and cash equivalents |
All values are in US Dollars.
Interest rate risk arises from investment of cash at variable rates. The Company’s income and operating cash flows are not materially exposed to changes in market interest rates.
An increase of 100 basis points (decrease of 100 basis points) in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts presented below. This analysis assumes that all other variables remain constant. The analysis was performed on the same basis for June 2025. The following table summarises the sensitivity of the Company’s financial assets (cash) to interest rate risk:
| Profit or Loss | Profit or Loss | |||
|---|---|---|---|---|
| Carrying Amount | 100 bp Increase | 100 bp Decrease | ||
| 30 June 2025 | ||||
| Variable rate instruments | ||||
| Cash and cash equivalents | ) | |||
| 30 June 2024 | ||||
| Variable rate instruments | ||||
| Cash and cash equivalents | ) |
All values are in US Dollars.
| Nova Minerals Ltd | Annual Report 2025  75 |
| --- |
ForeignCurrency Risk
The consolidated entity undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk through foreign exchange rate fluctuations. Foreign exchange risk arises from future commercial transactions denominated in a currency that is not the entity’s functional currency.
The average exchange rates and reporting date exchange rates applied were as follows:
| Average Exchange Rates | Reporting Date Exchange Rates | |||||||
|---|---|---|---|---|---|---|---|---|
| 30 June 2025 | 30 June 2024 | 30 June 2025 | 30 June 2024 | |||||
| Australian dollars | ||||||||
| US Dollars | 0.6408 | 0.6556 | 0.6550 | 0.6624 |
Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations.
The Company has no significant concentration of credit risk. Credit risk arises from cash and cash equivalents held with the bank and financial institutions and receivables due from other entities. For banks and financial institutions, only independently rated parties with a minimum rating of ‘A’ are accepted.
The maximum exposure to credit risk is the carrying amount of the financial asset. The maximum exposure to credit risk at the reporting date was:
| Consolidated | |||
|---|---|---|---|
| 30 June 2025 | 30 June 2024 | ||
| Cash and cash equivalents | |||
| BAS Receivables (Payables) | ) | ||
All values are in US Dollars.
Liquidity Risk
Liquidity risk is the risk that the consolidated entity will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s liquidity risk arises from operational commitments. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities. Management aims at maintaining flexibility in funding by regularly reviewing cash requirements and monitoring forecast cash flows.
The following are the contractual maturities of financial liabilities:
| Weighted Average Interest Rate | 6 Months or Less | 6 to 12 Months | Between 2 and 5 Years | Over 5 Years | Total Contractual Cash Flows | ||
|---|---|---|---|---|---|---|---|
| Consolidated - 30 June 2025 | % | ||||||
| Non-derivatives | |||||||
| Non-interest bearing | |||||||
| Trade and other payables | - | ||||||
| Total non-derivatives |
All values are in US Dollars.
| Nova Minerals Ltd | Annual Report 2025  76 |
| --- | | | Weighted Average Interest Rate | | | 6 Months or Less | 6 to 12 Months | Between 2 and 5 Years | Over 5 Years | Total Contractual Cash Flows | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Consolidated - 30 June 2024 | % | | | | | | | | | Non-derivatives | | | | | | | | | | Non-interest bearing | | | | | | | | | | Trade payables | | - | | | | | | | | Interest-bearing | | | | | | | | | | Financial liability | | 11.39 | % | | | | | | | Total non-derivatives | | | | | | | | | | Derivatives | | | | | | | | | | Financial derivative liability | | - | | | | | | | | Total derivatives | | | | | | | | |
All values are in US Dollars.
FairValue
The carrying amount of the financial assets and financial liabilities recorded in the financial statements represent their respective net fair value determined in accordance with the accounting policies.
CapitalManagement
The Company’s policy in relation to capital management is for management to regularly and consistently monitor future cash flows against expected expenditures for a rolling period of up to 12 months in advance. The Board determines the Company’s need for additional funding by way of either share placements or loan funds depending on market conditions at the time. Management defines working capital in such circumstances as its excess liquid funds over liabilities, and defines capital as being the ordinary share capital of the Company. There were no changes in the Company’s approach to capital management during the year. The Company is not subject to externally imposed capital requirements.
Note 18. Fair Value Measurement
The following tables detail the consolidated entity’s assets and liabilities, measured or disclosed at fair value, using a three-level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date – Investments at fair value – Listed shares in Asra Minerals Limited
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly – Investments at fair value – Unlisted shares in Alaska Asia Clean Energy Corporation
Level 3: Unobservable inputs for the asset or liability
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Consolidated - 30 June 2025 | ||||
| Assets | ||||
| Investments at fair value | ||||
| Total assets |
All values are in US Dollars.
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Consolidated - 30 June 2024 | ||||
| Assets | ||||
| Investments at fair value | ||||
| Total assets | ||||
| Liabilities | ||||
| Financial derivative liability | ||||
| Total liabilities |
All values are in US Dollars.
| Nova Minerals Ltd | Annual Report 2025  77 |
| --- |
ValuationTechniques
The fair value of financial liabilities is estimated by discounting the remaining contractual maturities at the current market interest rate that is available for similar financial liabilities.
Derivative financial instruments have been valued using quoted market rates. This valuation technique maximises the use of observable market data where it is available and relies as little as possible on entity specific estimates.
Note 19. Key Management Personnel Disclosures
The aggregate compensation made to directors and other members of key management personnel of the consolidated entity is set out below:
| Consolidated | |||
|---|---|---|---|
| 30 June 2025 | 30 June 2024 | ||
| Short-term employee benefits | |||
| Share-based payments | ) | ||
All values are in US Dollars.
| Nova Minerals Ltd | Annual Report 2025  78 |
| --- |
Note20. Remuneration of Auditors
During the financial year the following fees were paid or payable for services provided by RSM Australia Partners and Grassi & Co., CPAs, P.C., the auditors of the company:
| Consolidated | ||
|---|---|---|
| 30 June 2025 | 30 June 2024 | |
| Audit Services - RSM Australia Partners | ||
| Audit or review of the financial statements | ||
| Other Services - RSM Australia Partners | ||
| Preparation of the tax return | ||
| Other Services - RSM USA | ||
| Preparation of the tax return | ||
All values are in US Dollars.
| Consolidated | ||
|---|---|---|
| 30 June 2025 | 30 June 2024 | |
| Audit Services – Grassi & Co | ||
| Audit and review of the financial statements | ||
| Review associated with the US listing | ||
All values are in US Dollars.
RSM Australia Partners is responsible for reporting on the ASX and Grassi & Co., CPAs, P.C. is responsible for reporting on the NASDAQ.
Note 21. Capital Commitments – Property. Plant and Equipment
The Consolidated entity had no capital commitments for property, plant and equipment as at 30 June 2025 and 30 June 2024.
Note 22. Contingent Liabilities
There are no contingent liabilities that the consolidated entity has become aware of at 30 June 2025 and 30 June 2024.
Note 23. Related Party Transactions
Parent entity
Nova Minerals Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in Note 25.
| Nova Minerals Ltd | Annual Report 2025  79 |
| --- |
Key management personnel
Disclosures relating to key management personnel are set out in Note 19 and the remuneration report included in the directors’ report.
The following transactions occurred with related parties:
Loans to/from related parties
The following balances are outstanding at the reporting date in relation to loans with related parties:
| Consolidated | ||
|---|---|---|
| 30 June 2025 | 30 June 2024 | |
| Current Receivables: | ||
| Snow Lake Resources other receivable | ||
| Non-Current Receivables: | ||
| Loan to Rotor X |
All values are in US Dollars.
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates
Note 24. Parent Entity Information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
| Parent | ||||
|---|---|---|---|---|
| 30 June 2025 | 30 June 2024 | |||
| Loss after income tax | ) | ) | ||
| Total comprehensive loss | ) | ) |
All values are in US Dollars.
Statement of financial position
| Parent | ||||
|---|---|---|---|---|
| 30 June 2025 | 30 June 2024 | |||
| Total current assets | ||||
| Total assets | ||||
| Total current liabilities | ||||
| Total liabilities | ||||
| Equity | ||||
| Issued capital | ||||
| Share-based payments reserve | ||||
| Accumulated losses | ) | ) | ||
| Total equity |
All values are in US Dollars.
| Nova Minerals Ltd | Annual Report 2025  80 |
| --- |
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2025 and 30 June 2024.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2025 and 30 June 2024.
Significantaccounting policies
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 1.
Note 25. Interests in Subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries with non-controlling interests in accordance with the accounting policy described in note 1:
| Parent | Non-Controlling Interest | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Principal Place of Business / | Ownership Interest | Ownership Interest | Ownership Interest | Ownership Interest | ||||||||||
| Name | Country of Incorporation | Class of Shares | 30 June <br><br>2025 | 30 June <br><br>2024 | 30 June <br><br>2025 | 30 June <br><br>2024 | ||||||||
| % | % | % | % | |||||||||||
| AKCM (Aust) Pty Ltd* | Australia | Ordinary | 85.00 | % | 85.00 | % | 15.00 | % | 15.00 | % | ||||
| AK Operations LLC | USA | Ordinary | 100.00 | % | 100.00 | % | - | - | ||||||
| AK Custom Mining LLC | USA | Ordinary | 100.00 | % | 100.00 | % | - | - | ||||||
| Alaska Range Resources LLC | USA | Ordinary | 100.00 | % | 100.00 | % | - | - |
*AKCM (Aust) Pty Ltd is the immediate parent of AK Operations LLC and AK Custom Mining LLC.
| Nova Minerals Ltd | Annual Report 2025  81 |
| --- |
Summarised financial information
Summarised financial information of subsidiaries with non-controlling interests that are material to the consolidated entity are set out below:
| AKCM (Aust) Pty Ltd | ||||
|---|---|---|---|---|
| 30 June 2025 | 30 June 2024 | |||
| Summarised statement of financial position | ||||
| Current assets | ||||
| Non-current assets | ||||
| Total assets | ||||
| Current liabilities | ||||
| Total liabilities | ||||
| Net assets/(liabilities) | ||||
| Summarised statement of profit or loss and other comprehensive income | ||||
| Revenue | ||||
| Expenses | ) | ) | ||
| Loss before income tax expense | ) | ) | ||
| Income tax expense | ||||
| Loss after income tax expense | ) | ) | ||
| Other comprehensive income/(loss) | ||||
| Total comprehensive income/(loss) | ) | |||
| Statement of cash flows | ||||
| Net cash used in operating activities | ) | ) | ||
| Net cash used in investing activities | ) | ) | ||
| Net increase/(decrease) in cash and cash equivalents | ) | ) | ||
| Other financial information | ||||
| Loss attributable to non-controlling interests | ) | ) | ||
| Total comprehensive Income/(loss) attributable to non-controlling interests | ||||
| ) | ||||
| Accumulated non-controlling interests at the end of reporting period | ) | ) |
All values are in US Dollars.
| Nova Minerals Ltd | Annual Report 2025  82 |
| --- |
Note26. Reconciliation of Loss After Income Tax to Net Cash Used in Operating Activities
| Consolidated | ||||
|---|---|---|---|---|
| 30 June 2025 | 30 June 2024 | |||
| Loss after income tax expense for the year | ) | ) | ||
| Adjustments for: | ||||
| Fair value gain on investments | ||||
| Amortisation of financial liability | ||||
| Depreciation | ||||
| Impairment loss of financial assets | ||||
| Share Based Payments | ) | |||
| Loss on derivative liabilities ^(Note 13)^ | ||||
| Fair value loss on derivative liability | ) | |||
| Foreign exchange movement on financial liability | ||||
| Gain from sale of investment | ) | ) | ||
| Impairment of Investment in Snow Lake Resources | ||||
| Share of loss – associates | ||||
| Foreign exchange gain intercompany loans | ) | |||
| Change in operating assets and liabilities: | ||||
| Increase/(Decrease) in trade and other receivables | ) | |||
| Increase in trade and other payables | ||||
| Net cash used in operating activities | ) | ) |
All values are in US Dollars.
Note27. Earnings/(Loss) per share
| Consolidated | ||||
|---|---|---|---|---|
| 30<br>June 2025 | 30<br>June 2024 | |||
| **** | **** | **** | ||
| Loss after income tax | ) | ) | ||
| Non-controlling interest | ||||
| Loss after income tax | ) | ) |
All values are in US Dollars.
| Number | Number | |||
|---|---|---|---|---|
| Weighted average number of ordinary shares used in calculating basic earnings per share | 287,532,079 | 211,477,929 | ||
| Weighted average number of ordinary shares used in calculating diluted earnings per share | 287,532,079 | 211,477,929 |
| Nova Minerals Ltd | Annual Report 2025  83 |
| --- | | | Cents | | | Cents | | | | --- | --- | --- | --- | --- | --- | --- | | Basic earnings/(loss) per share | | (3.83 | ) | | (7.70 | ) | | Diluted earnings/(loss) per share | | (3.83 | ) | | (7.70 | ) |
As of the 30 June 2025 there were 29,697,866 outstanding unlisted options (2024: 23,578,766) that would be included in the diluted calculation as they have an anti-dilutive impact.
Note28. Share-Based Payments
From time to time, the Group provides Incentive Options and Performance Rights to officers, employees, consultants and other key advisors as part of remuneration and incentive arrangements. The number of options or rights granted, and the terms of the options or rights granted are determined by the Board. Shareholder approval is sought where required. During the period the following share-based payments have been recognised:
Share-basedpayments
During the period, the following share-based payments have been granted:
| Consolidated | ||||
|---|---|---|---|---|
| 30 June 2025 | 30 June 2024 | |||
| Recognised in profit & loss : | ||||
| Director options ^(1 & 2)^ | ) | |||
| Consultant options ^(1 & 3)^ | ) | |||
| Total options granted | ) | |||
| Performance Rights | ||||
| Performance rights | ) | |||
| Total | ) |
All values are in US Dollars.
| Consolidated | ||
|---|---|---|
| 30 June 2025 | 30 June 2024 | |
| Recognised in equity: | ||
| Broker Options on or before 25 July 2028 ^(1 & 4)^ | ||
| Broker Options on or before 24 September 2029 ^(1 & 5)^ | ||
All values are in US Dollars.
| Nova Minerals Ltd | Annual Report 2025  84 |
| --- |
OptionsExpense
| 1. | For<br> the options expensed during the current financial year, the directors reassessed the probability<br> of achieving the vesting condition of meeting $1 billion project valuation in a pre-feasibility<br> study (PFS) before 30 November 2025 and determined that a revaluation was necessary. The<br> valuation model inputs used to determine the fair value at the grant date, are as follows: | |||
|---|---|---|---|---|
| 2. Director Options | 3. Consultants Options | |||
| --- | --- | --- | --- | --- |
| Recognised in | Profit & Loss | Profit & Loss | ||
| Grant date | 29/11/2022 | 29/11/2022 | ||
| Number of options issued | 5,750,000 | 2,500,000 | ||
| Expiry date | 30/11/2025 | 30/11/2025 | ||
| Vesting date | 31/03/2023 | 31/03/2023 | ||
| Share price at grant date | 0.66 | 0.66 | ||
| Exercise Price | 1.20 | 1.20 | ||
| Expected Volatility | 90 | 90 | ||
| Risk-Free Interest Rate | 3.24 | 3.24 | ||
| Trinomial step | 200 | 200 | ||
| Early exercise factor | 2.50 | 2.50 | ||
| Underlying fair value at grant date | 0.299 | 0.299 | ||
| The total share-based payment expense recognised from the amortisation as of the 30 June 2024 for the issued options | 549,174 | 249,624 | ||
| Vesting terms | Continuous employment and, 1bn project valuation | Continuous employment and, 1bn project valuation |
All values are in US Dollars.
| 4. Broker Options | 5. Broker Options | |||
|---|---|---|---|---|
| Recognised in | Equity | Equity | ||
| Grant date | 24/07/2024 | 24/09/2024 | ||
| Number of options issued | 1,425,000 (23,750 Nasdaq equivalent) | 1,419,000 (23,650 Nasdaq equivalent) | ||
| Expiry date | 25/07/2028 | 25/03/2029 | ||
| Vesting date | 24/07/2024 | 24/09/2024 | ||
| Share price at grant date | 6.92 () | 5.00 () | ||
| Exercise Price | 10.37 () | 9.80 () | ||
| Expected Volatility | 85 | 85 | ||
| Risk-Free Interest Rate | 4.12 | 3.49 | ||
| Trinomial step | 200 | 200 | ||
| Early exercise factor | 2 | 2 | ||
| Underlying fair value at grant date | 2.85 () | 1.97 () | ||
| Fair Value | 74,386<br>() | 23,650<br>() | ||
| Fair Value | 112,792 (AUD) | 68,098 (AUD) |
All values are in US Dollars.
| Nova Minerals Ltd | Annual Report 2025  85 |
| --- |
Optionmovement June 2025
Set out below are movements in options on issue over ordinary shares of Nova Minerals Limited during the 30 June 2025 financial year:
| Exercise period | Exercise price | Beginning balance | Issued | Exercised | **** | Lapsed | **** | Ending balance | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| On or before 30 November 2025 | 1.20 | 8,250,000 | - | - | - | 8,250,000 | ||||||||
| On or before 30 November 2024 | 1.10 | 13,614,264 | - | - | (13,614,264 | ) | - | |||||||
| On or before 16 January 2026 | 0.91 | 1,714,286 | - | - | 1,714,286 | |||||||||
| On or before 30 June 2025 | 1.00 | 216 | - | - | (216 | ) | - | |||||||
| On or before 25 July 2029 (Quoted in the USA)* | 0.1806 | - | 31,350,000 | (14,460,420 | ) | - | 16,889,580 | |||||||
| On or before 25 July 2028 (Unquoted in the USA)* | 0.2580 | - | 1,425,000 | - | - | 1,425,000 | ||||||||
| On or before 24 September 2029 (Unquoted in the USA)* | 0.183 | - | 1,419,000 | - | - | 1,419,000 | ||||||||
| Total | 23,578,766 | 34,194,000 | (14,460,420 | ) | (13,614,480 | ) | 29,697,866 |
*Nasdaq options are quoted on a 60 to 1 basis.
Theweighted average year remaining contractual life
The weighted average number of years remaining for the contractual life for share-based payment options outstanding as of the 30 June 2025 was 2.81 years (2024: 0.85 years).
Theweighted average exercise price
The weighted average exercise price for the share-based payment options outstanding as at 30 June 2025 was $0.51 (2024: $1.12).
The average share price for the 30 June 2025 financial year was $0.26 (30 June 2024: $0.26)
Performancerights
During the June 2022 Financial year the Company issued 24 million performance rights (2.4 million post-consolidation) to three directors. The terms of the performance rights issued were disclosed in the annual general meeting notice announced 22 October 2021. The performance rights are long-term incentives to offer conditional rights to fully paid ordinary shares in the Company upon satisfaction of vesting criteria over the vesting periods for no cash consideration. Fair value has been measured using the share price at grant date.
| Nova Minerals Ltd | Annual Report 2025  86 |
| --- | | Class of Performance | Applicable | Lapse | Rights | | | --- | --- | --- | --- | --- | | Rights | Milestone | Date | Issued | | | Class A Performance Rights | Completion of either a pre-feasibility study or a definitive feasibility study of the Korbel Main deposit that demonstrates at the time of reporting that extraction is reasonably justified and economically mineable indicating an internal rate of return to the Company of greater than 20% and an independently verified JORC classified mineral reserve equal to or greater than 1,500,000 oz Au with an average grade of not less than 0.4g/t for not less than 116Mt. | 5 years from issue | | 600,000 | | Class B Performance Rights | Completion of the first gold pour (defined as a minimum quantity of 500 oz.) from the Korbel Main deposit. | 5 years from issue | | 600,000 | | Class C Performance Rights | Achievement of an EBITDA of more than $20m in the second half-year reporting period following the commencement of commercial operations at the Korbel Main deposit. | 5 years from issue | | 1,200,000 |
Note29. Events After the Reporting Period
The following events and transactions occurred subsequent to 30 June 2025:
| ● | On<br> 16 July 2025 the Company announced the closing of an underwritten public offering of 1,200,000<br> American Depository Shares (“ADS”), with an ADS to-ordinary-share ratio of 1<br> to 60 (Comprising of 72,000,000 ordinary shares), at a price to the public of US$9.25 per<br> ADS, for gross proceeds of US$11,100,000, before deducting underwriting discounts and offering<br> expenses. On 17 July 2025 the Company’s underwriters also partially exercised their<br> over-allotment option to purchase an additional 108,400 ADSs (Comprising of 6,504,000 ordinary<br> shares) at the public offering price of US$9.25 per ADS for additional gross proceeds of<br> US$1,002,700. As a result, the gross proceeds of the Company’s public offering, including<br> the proceeds from the exercise of the over-allotment option, totalled US$12,102,700, before<br> deducting underwriting discounts and offering expenses. |
|---|---|
| ● | No<br> other matter or circumstance has arisen since 30 June 2025 that has significantly affected,<br> or may significantly affect the Consolidated Entity’s operations, the results of those<br> operations, or the Consolidated Entity’s state of affairs in future financial years. |
| --- | --- |
Note30. Consolidated Entity Disclosure Statement
| Place formed / | Ownership interest | |||||
|---|---|---|---|---|---|---|
| Entity name | Entity type | Country of incorporation | % | Tax residency | ||
| Nova Minerals Limited | Body corporate | Australia | - | Australia | ||
| AKCM (Aust) Pty Ltd * | Body corporate | Australia | 85.00 | % | Australia | |
| AK Operations LLC | Body corporate | USA | 100.00 | % | USA | |
| AK Custom Mining LLC | Body corporate | USA | 100.00 | % | USA | |
| Alaska Range Resources LLC | Body corporate | USA | 100.00 | % | USA |
*ACKM (AUS) Pty Ltd is the immediate parent of AK Operations LLC and AK Custom Mining LLC.
| Nova Minerals Ltd | Annual Report 2025  87 |
| --- |
Director’sDeclaration
In the Directors’ opinion:
| ● | The<br> attached financial statements and notes comply with the Corporations Act 2001, the<br> Accounting Standards, the Corporations Regulations 2001 and other mandatory professional<br> reporting requirements; |
|---|---|
| ● | The<br> attached financial statements and notes comply with International Financial Reporting Standards<br> as issued by the International Accounting Standards Board as described in note 1 to the financial<br> statements; |
| ● | The<br> attached financial statements and notes give a true and fair view of the consolidated entity’s<br> financial position as at 30 June 2025 and of its performance for the financial year ended<br> on that date; |
| ● | There<br> are reasonable grounds to believe that the company will be able to pay its debts as and when<br> they become due and payable; and |
| ● | The<br> information disclosed in the Consolidated Entity Disclosure Statement required by subsection<br> (3A) is true and correct. |
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the directors
_____________________________
Richard Beazley
Chairman
17 September 2025
| Nova Minerals Ltd | Annual Report 2025  88 |
| --- | | Independent Auditor’s Report | | --- |
RSM AustraliaPartners
Level 27, 120 Collins Street Melbourne VIC 3000
PO Box 248 Collins Street West VIC 8007
T +61 (0) 3 9286 8000
F +61 (0) 3 9286 8199
www.rsm.com.au
INDEPENDENT AUDITOR’S REPORT
To the Members of Nova Minerals Limited
REPORTON THE AUDIT OF THE FINANCIAL REPORT
Opinion
We have audited the financial report of Nova Minerals Limited. (the Company) and its subsidiaries (the consolidated entity), which comprises the consolidated statement of financial position as at 30 June 2025, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information, the consolidated entity disclosure statement and the directors’ declaration.
In our opinion the accompanying financial report of the consolidated entity is in accordance with the Corporations Act 2001, including:
| (i) | giving<br> a true and fair view of the consolidated entity’s financial position as at 30 June<br> 2025 and of its financial performance for the year then ended; and |
|---|---|
| (ii) | complying<br> with Australian Accounting Standards and the Corporations Regulations 2001. |
Basisfor Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the consolidated entity in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including independence standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
| Nova Minerals Ltd | Annual Report 2025  89 |
| --- |
KeyAudit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
| Key Audit Matter | How our audit addressed this matter |
|---|---|
| Capitalisation & Impairment of exploration and evaluation assets<br><br> <br>Refer to Note 11 in the financial statements | |
| At<br> 30 June 2025, the consolidated entity held capitalised exploration and evaluation assets (“E&E Assets”) totalling<br> $100,135,725, representing approximately 88% of total assets at that date.<br><br> <br><br><br> <br>We<br> identified the carrying amount of these assets as a key audit matter under AASB 6 Exploration for and Evaluation of Mineral Resources,<br> due to the significant management judgements involved. These include:<br><br> <br><br><br> <br>● Assessing whether exploration and evaluation expenditure can be associated with the discovery of specific mineral resources, and the<br>basis for allocating such expenditure to an area of interest in accordance with AASB 6;<br><br> <br><br><br> <br>● Evaluating the consolidated entity’s ability and intention to continue exploration in the relevant areas;<br><br> <br><br><br> <br>● Identifying and assessing any indicators of impairment, and determining the nature and extent of any resulting impairment losses;<br><br> <br><br><br> <br>● Determining whether exploration activities have progressed to a stage where the existence of an economically recoverable reserve may<br>be reasonably established.<br><br> <br><br><br> <br>There<br> is also a risk that costs capitalised during the financial year may not meet the recognition criteria set out in AASB 6. | Our<br> audit procedures included:<br><br> <br><br><br> <br>● Obtaining evidence that the consolidated entity holds valid rights to explore in the specific areas of interest;<br><br> <br><br><br> <br>● Critically assessing and evaluating management’s conclusion that no indicators of impairment existed;<br><br> <br><br><br> <br>● Agreeing a sample of additions to capitalised exploration and evaluation assets to supporting documentation, to confirm they were capitalised<br>in accordance with the consolidated entity’s accounting policy and the recognition and measurement criteria of AASB 6;<br><br> <br><br><br> <br>● Holding discussions with, and making enquiries of, the consolidated entity’s management team, and reviewing ASX announcements and<br>other relevant documentation;<br><br> <br><br><br> <br>● Confirming the consolidated entity’s intention to continue significant exploration and evaluation activities in the relevant areas,<br>through management enquiries, assessment of future cash flow forecasts, and review of the consolidated entity’s business and financial<br>strategy; and<br><br> <br><br><br> <br>● Confirming that management has not resolved to discontinue activities in the specific areas of interest. |
| Nova Minerals Ltd | Annual Report 2025  90 |
| --- |
KeyAudit Matters (continued)
| Key Audit Matter | How our audit addressed this matter |
|---|---|
| Convertible notes<br><br> <br>Refer to Note 13 in the financial statements | |
| Nova<br> previously entered into a convertible loan note whereby they have access to draw down up to USD $7,000,000.<br><br> <br><br><br> <br>During<br> the financial year there were two addendums to the agreement which resulted in extension to the facility term. On 8 Jan 2025, the<br> full outstanding balance of the convertible loan note has been converted into 35,007,644 ordinary shares.<br><br> <br><br><br> <br>The<br> numerous conditions and variable elements of the note, along with the financial model used by management to value the instrument,<br> was considered complex.<br><br> <br><br><br> <br>There<br> is a risk that the note and its conversion has not been valued correctly and the accounting is not in accordance with AASB 9 Financial Instruments. | Our<br> audit procedures included:<br><br> <br><br><br> <br>● Ensuring all terms of the agreement have been appropriately included in the valuation model;<br><br> <br><br><br> <br>● Performing substantive testing to verify the accuracy of the valuation model used by the entity, including the inputs, assumptions,<br> and discount rates applied;<br><br> <br><br><br> <br>● Obtaining and reviewed the addendums to the agreement to understand the key changes; and<br><br> <br><br><br> <br>● Obtaining conversion notice to verify the loan was extinguished and reviewed management’s accounting journal to account for the<br>settlement of the loan, including reviewing relevant issue of capital announcement to verify the quantity of shares being issued. |
| Sale of investment in Snow Lake Resources<br><br> <br>Refer to Note 8 in the financial statements | |
| Nova<br> previously held 6.6 million shares in Snow Lake Resources, which were equity accounted for in the financial statements.<br><br> <br><br><br> <br>During<br> the year, Nova’s shareholding in Snow Lake decreased, resulting in the loss of significant influence in accordance with the<br> criteria outlined in AASB 128 Investments in Associates. Consequently, the equity accounting treatment was derecognised, and<br> the investment was subsequently recognised at fair value.<br><br> <br><br><br> <br>On<br> 31 December 2024, Nova sold its entire shareholding in Snow Lake on the open market, leading to the derecognition of the investment<br> as of that date.<br><br> <br><br><br> <br>We<br> identified the sale of the investment in Snow Lake as a key audit matter, due to the materiality and complexity of the transaction. | Our<br> audit procedures included:<br><br> <br><br><br> <br>● Reviewing the accounting of derecognition, sale of shares and agreed the proceeds to bank statements;<br><br> <br><br><br> <br>● Recalculating the loss on disposal based on supporting documentation; and<br><br> <br><br><br> <br>● Reviewing the accuracy of disclosures included within the financial statements. |
| Nova Minerals Ltd | Annual Report 2025  91 |
| --- |
KeyAudit Matters (continued)
| Going concern<br><br> <br>Refer to Note 1 in the financial statements | |
|---|---|
| As<br> disclosed in the financial statements, the consolidated entity incurred a net loss after tax of $11,099,171 and experienced net cash<br> outflows from operating activities of $7,640,379 for the year ended 30 June 2025.<br><br> <br><br><br> <br>These<br> factors raise doubt regarding the consolidated entity’s ability to continue as a going concern, and therefore, whether it will<br> be able to realise its assets and discharge its liabilities in the normal course of business and at the amounts stated in the financial<br> report.<br><br> <br><br><br> <br>We<br> identified the assessment of going concern as a key audit matter, due to the significant judgements involved in preparing the cash<br> flow budget and the potentially material impact of the outcomes of management’s assessment. | Our<br> audit procedures included:<br><br> <br><br><br> <br>● Reviewing the current financial position of consolidated entity;<br><br> <br><br><br> <br>● Reviewing managements’ forecasts for the expected results for the twelve months from the date of signing the financial statements,<br>including assessing the accuracy and the assumptions used;<br><br> <br><br><br> <br>● Understanding the funding options available to the consolidated entity;<br><br> <br><br><br> <br>● Comparing assumptions with historical performance trends, ASX announcement, and post-balance sheet events; and<br><br> <br><br><br> <br>● Reviewing if appropriate disclosure have been made in relating to the circumstances surrounding going concern. |
OtherInformation
The directors are responsible for the other information. The other information comprises the information included in the consolidated entity’s annual report for the year ended 30 June 2025, but does not include the financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilitiesof the Directors for the Financial Report
The directors of the Company are responsible for the preparation of:
| a. | the<br> financial report (other than the consolidated entity disclosure statement) that gives a true<br> and fair view in accordance with Australian Accounting Standards and the Corporations Act<br> 2001; and |
|---|---|
| b. | the<br> consolidated entity disclosure statement that is true and correct in accordance with the<br> Corporations Act 2001, and |
| --- | --- |
for such internal control as the directors determine is necessary to enable the preparation of:
| i. | the<br> financial report (other than the consolidated entity disclosure statement) that gives a true<br> and fair view and is free from material misstatement, whether due to fraud or error; and |
|---|---|
| ii. | the<br> consolidated entity disclosure statement that is true and correct and is free of misstatement,<br> whether due to fraud or error. |
| --- | --- |
| Nova Minerals Ltd | Annual Report 2025  92 |
| --- |
Responsibilitiesof the Directors for the Financial Report (continued)
In preparing the financial report, the directors are responsible for assessing the ability of the consolidated entity to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the consolidated entity or to cease operations, or have no realistic alternative but to do so.
Auditor’sResponsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf This description forms part of our auditor’s report.
Reporton the Remuneration Report
Opinionon the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2025.
In our opinion, the Remuneration Report of Nova Minerals Limited, for the year ended 30 June 2025, complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
RSMAUSTRALIA PARTNERS
AL WHITTINGHAM
Partner
Dated: 17 September 2025
Melbourne, Victoria
| Nova Minerals Ltd | Annual Report 2025  93 |
| --- |
| Nova Minerals Ltd | Annual Report 2025  94 |
| --- |
AdditionalInformation for ASX Listed Companies
In accordance with ASX Listing Rule 4.10, the Company provides the following information to shareholders not elsewhere disclosed in this Annual Report. The following additional information is required under the ASX Listing Rules and is current as of 11 September 2025. (ReportingDate)
CorporateGovernance Statement
The Company has prepared a Corporate Governance Statement which sets out the corporate governance practices that were in operation throughout the financial year for the Company. In accordance with ASX Listing Rule 4.10.3, the Corporate Governance Statement will be available for review on the Company’s website (www.novaminerals.com.au), and will be lodged with the ASX at the same time that this Annual Report is lodged with ASX.
CapitalStructure
| Security | |
|---|---|
| Fully Paid Ordinary Shares | 401,501,417 |
| Unlisted - Unl Opt @ 0.91 Exp 16/01/2026 | 1,714,286 |
| Unlisted - Unl Opt @ 1.20 Exp 30/11/2025 | 8,250,000 |
| Performance Rights – Various Vesting Conditions | 2,400,000 |
| Unquoted warrants exercisable for NASDAQ (quoted on NASDAQ) | 16,889,580 |
| Unquoted underwriter warrants | 1,425,000 |
| Unquoted underwriter warrants | 1,419,000 |
All values are in US Dollars.
DistributionSchedule
In accordance with ASX Listing Rule 4.10.7, the security holder distribution schedules for fully paid ordinary shares is detailed below:
| Holding Ranges | Securities | % of Share Capital | **** | No. of holders | % Issued of Holders | **** | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| above 0 up to and including 1,000 | 637,093 | 0.16 | % | 1,244 | 23.47 | % | ||||
| above 1,000 up to and including 5,000 | 4,768,831 | 1.19 | % | 1,797 | 33.91 | % | ||||
| above 5,000 up to and including 10,000 | 5,606,450 | 1.40 | % | 718 | 13.55 | % | ||||
| above 10,000 up to and including 100,000 | 41,863,498 | 10.43 | % | 1,234 | 23.28 | % | ||||
| above 100,000 | 348,625,545 | 86.83 | % | 307 | 5.79 | % | ||||
| Totals | 401,501,417 | 100.00 | % | 5,300 | 100.00 | % |
UnmarketableParcels
In accordance with ASX Listing Rule 4.10.8, the unmarketable parcels for fully paid ordinary shares are based on the price per security of $0.31. The number of holders with an unmarketable holding is 1,680, with a total of 1,210,143 fully paid ordinary shares, amounting to 0.30% of Issued Capital.
| Nova Minerals Ltd | Annual Report 2025  95 |
| --- |
TopHolders
The 20 largest registered holders of fully paid ordinary shares were:
| **** | Name | Held at 11 Sept 2025 | % Held | **** | ||
|---|---|---|---|---|---|---|
| 1 | HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED | 159,234,943 | 39.66 | % | ||
| 2 | BNP PARIBAS NOMS PTY LTD | 17,352,842 | 4.32 | % | ||
| 3 | BNP PARIBAS NOMINEES PTY LTD <CLEARSTREAM> | 8,759,129 | 2.18 | % | ||
| 4 | BNP PARIBAS NOMINEES PTY LTD <IB AU NOMS RETAILCLIENT> | 8,613,802 | 2.15 | % | ||
| 5 | CITICORP NOMINEES PTY LIMITED | 7,002,352 | 1.74 | % | ||
| 6 | SL INVESTORS PTY LTD <SL SUPERFUND A/C> | 6,441,393 | 1.60 | % | ||
| 7 | SWIFT GLOBAL LTD | 5,669,833 | 1.41 | % | ||
| 8 | KUSHKUSH INVESTMENTS PTY LTD <ALEXANDRA DISCRETIONARY A/C> | 5,300,000 | 1.32 | % | ||
| 9 | MR JAGDISH MANJI VARSANI <PINDORIA FAMILY AC A/C> | 4,100,000 | 1.02 | % | ||
| 10 | KAOS INVESTMENTS PTY LIMITED | 3,700,000 | 0.92 | % | ||
| 11 | KREN ENTERPRISE PTY LTD <KREN INVESTMENT A/C> | 2,670,000 | 0.67 | % | ||
| 12 | MR MAHMOUD EL HORR | 2,600,000 | 0.65 | % | ||
| 13 | MURTAGH BROS VINEYARDS PTY LTD | 2,440,000 | 0.61 | % | ||
| 14 | PATRON PARTNERS PTY LTD <AP & RL MURTAGH FAMILY A/C> | 2,405,714 | 0.60 | % | ||
| 15 | MR JUSTIN BRUCE GARE & MRS KRISTIN DENISE PHILLIPS <TINTIN INVESTMENT<br> A/C> | 2,325,568 | 0.58 | % | ||
| 16 | MR CRAIG EDWIN BENTLEY | 2,259,669 | 0.56 | % | ||
| 17 | MURTAGH BROS VINEYARDS PTY LTD <MURTAGH BROS VINEYARDS S/F> | 2,167,380 | 0.54 | % | ||
| 18 | LETTERED MANAGEMENT PTY LTD <BALMORAL FAMILY A/C> | 2,050,000 | 0.51 | % | ||
| 19 | KIKCETO PTY LTD <BENJAMIN DISCRETIONARY A/C> | 2,028,924 | 0.51 | % | ||
| 20 | TIERRA DE SUENOS SA | 1,716,000 | 0.43 | % | ||
| Total of Top 20 | 248,837,549 | 61.98 | % | |||
| Balance of Register | 152,663,868 | 38.02 | % | |||
| Grand Total | 401,501,417 | 100.00 | % |
SubstantialShareholders
The names of substantial shareholders and the number of shares to which each substantial shareholder and their associates have a relevant interest, as disclosed in substantial shareholding notices given to the Company, are set out below:
| Holder Name | Number of Shares | % Held | **** | ||
|---|---|---|---|---|---|
| The Bank of New York Mellon Corporation (BNYMC) and each Group Entity* | 159,637,860 | 39.76 | % | ||
| Nebari Gold Fund 1, LP, Nebari Partners GP II LLC (being the General Partner of Nebari Gold Fund 1, LP), and Nebari Partners, LLC (being the investment manager of Nebari Gold Fund I, LP)** | 31,710,638 | 7.90 | % |
*Refer to Form 604 lodged with the ASX on 17 July 2025
**Refer to Form 604 lodged with the ASX on 12 August 2025
| Nova Minerals Ltd | Annual Report 2025  96 |
| --- |
UnquotedSecurities
In accordance with ASX Listing Rule 4.10.5 and 4.10.16 the details of unquoted securities are detailed below:
| Class | **** | Expiry Date | Exercise Price | **** | Number of Options | Number of holders | |||
|---|---|---|---|---|---|---|---|---|---|
| Unlisted - Unl Opt @ $0.91 Exp 16/01/2026 | NVAOP4 <br>(NVAAO) | 16 Jan 2026 | $ | 0.91 | 1,714,286 | 2 | |||
| Unlisted - Unl Opt @ $1.20 Exp 30/11/2025 | NVAOP5 <br>(NVAAP) | 30 Nov 2025 | $ | 1.20 | 8,250,000 | 9 | |||
| Unquoted warrants exercisable for NASDAQ listed American Depositary Shares (ADSs) | VSTOCK <br>(NVAAV) | 25 July 2029 | $ | 0.1806 | * | 16,889,580 | 1 | ||
| Unquoted warrants exercisable for NASDAQ listed American Depositary Shares (ADSs) | VSTOCKUW <br>(NVAAV) | 25 July 2028 | $ | 0.2580 | ** | 1,425,000 | 1 | ||
| Unquoted underwriter warrants exercisable for NASDAQ listed American Depositary Shares (ADSs) | VSTOCKUW2 (NVAAV) | 24 September 2029 | $ | 0.183 | *** | 1,419,000 | 1 |
* Warrants exercisable for US$7.266 (ADS-to-ordinary-share ratio of 1 to 60) - Exercise Price is AUD$0.1806
** Underwriter warrants (Options) - Exercise price per warrant in the USA is US$10.365 (ADS-to-ordinary-share ratio of 1 to 60) AUD$0.2580 in Australia (US$0.1728)
*** Underwriter warrants (Options) - Exercise price per warrant in the USA is US$7.50 (ADS-to-ordinary-share ratio of 1 to 60) AUD$0.183 in Australia (US$0.125)
NVAOP4[Unlisted Options @ $0.91 Exp 16/01/2026] – 2 Holders (Holders with more than 20% shown)
| **** | Name | Held at 11 Sept 2025 | % Held | **** | ||
|---|---|---|---|---|---|---|
| 1 | CIRCUMFERENCE CAPITAL CT PTY LTD | 857,143 | 50.0 | % | ||
| 2 | JETT CAPITAL ADVISORS HOLDINGS LLC | 857,143 | 50.0 | % |
NVAOP5[Unlisted Options @ $1.20 Exp 30/11/2025] – 9 Holders (Holders with more than 20% shown)
| **** | Name | Held at 11 Sept 2025 | % Held | **** | ||
|---|---|---|---|---|---|---|
| 1 | CHRISTOPHER GERTEISEN | 2,000,000 | 24.2 | % | ||
| 2 | KIKCETO PTY LTD <BENJAMIN DISCRETIONARY>A/C> | 2,000,000 | 24.2 | % | ||
| 3 | KUSHKUSH INVESTMENTS PTY LTD <ALEXANDRA DISCRETIONARY> | 2,000,000 | 24.2 | % |
VSTOCK[Unquoted warrants exercisable for Nasdaq listed American Depositary Shares (ADSs)] – 1 Holder (Holders with more than 20% shown)
| **** | Name | Held at 11 Sept 2025 | % Held | **** | ||
|---|---|---|---|---|---|---|
| 1 | VSTOCK TRANSFER LLC | 16,889,580 | 100.0 | % |
VSTOCKUW[Unquoted Underwriter warrants exercisable for Nasdaq listed American Depositary Shares (ADSs)] – 1 Holder (Holders with more than 20% shown)
| **** | Name | Held at 11 Sept 2025 | % Held | **** | ||
|---|---|---|---|---|---|---|
| 1 | VSTOCK TRANSFER LLC | 1,425,000 | 100.0 | % |
| Nova Minerals Ltd | Annual Report 2025  97 |
| --- |
VSTOCKUW2[Unquoted Underwriter warrants exercisable for Nasdaq listed American Depositary Shares (ADSs)] – 1 Holder (Holders with more than 20% shown)
| **** | Name | Held at 11 Sept 2025 | % Held | **** | ||
|---|---|---|---|---|---|---|
| 1 | VSTOCK TRANSFER LLC | 1,419,000 | 100.0 | % |
RestrictedSecurities
Not applicable
VotingRights
The voting rights attached to each class of equity security are as follows:
| ● | Ordinary<br> shares: each ordinary share is entitled to one vote when a poll is called, otherwise each<br> member present at a meeting or by proxy has one vote on a show of hands. |
|---|---|
| ● | Options:<br> options do not entitle the holders to vote in respect of that equity instrument, nor participate<br> in dividends, when declared, until such time as the options are exercised and subsequently<br> registered as ordinary shares. |
| ● | Performance<br> rights: performance rights do not entitle the holders to vote in respect of that equity instrument,<br> nor participate in dividends, when declared, until such time as the performance rights are<br> vested and converted and subsequently registered as ordinary shares. |
ASXAdmission Statement
During the financial year, the Company applied its cash in a way that is consistent with its business objectives.
On-MarketBuy-Back
There is no current on-market buy-back.
Item7, Section 611 Issues of Securities
There are no issues of securities approved for the purposes of item 7 of section 611 of the Corporations Act 2001 (Cth) which have not yet been completed
CompetentPerson Statement
Mr Vannu Khounphakdee P.Geo., who is an independent consulting geologist of a number of mineral exploration and development companies, reviewed and approves the technical information in this release and is a member of the Australian Institute of Geoscientists (AIG), which is ROPO accepted for the purpose of reporting in accordance with ASX listing rules. Mr Vannu Khounphakdee has sufficient experience relevant to the gold deposits under evaluation to qualify as a Competent Person as defined in the 2012 edition of the ‘Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Vannu Khounphakdee is also a Qualified Person as defined by S-K 1300 rules for mineral deposit disclosure. Mr Vannu Khounphakdee consents to the inclusion in the report of the matters based on information in the form and context in which it appears.
| Nova Minerals Ltd | Annual Report 2025  98 |
| --- |
Scheduleof Interests in Mining Tenements as at 30 June 2025
| Tenement/Claim/ADL Number | Location | Beneficial % Held |
|---|---|---|
| 725940<br> - 725966 | Alaska,<br> USA | 85% |
| 726071<br> - 726216 | Alaska,<br> USA | 85% |
| 727286<br> - 727289 | Alaska,<br> USA | 85% |
| 728676<br> - 728684 | Alaska,<br> USA | 85% |
| 730362<br> - 730521 | Alaska,<br> USA | 85% |
| 737162<br> - 737357 | Alaska,<br> USA | 85% |
| 733438<br> - 733598 | Alaska,<br> USA | 85% |
| 740524<br> - 740621 | Alaska,<br> USA | 85% |
| 741364<br> - 741366 | Alaska,<br> USA | 85% |
MineralResources and Ore Reserves Statement (as at 30 June 2025) - JORC Code 2012 Edition and ASX Listing Rules Requirement
In accordance with ASX Listing Rule 5.21, Nova Minerals Limited (Nova or the Company) reports its Mineral Resources and Ore Reserves Estimate (MRE) as at 30 June 2025. There are no changes to Nova’s total MRE since it was announced on 11 April 2023^1^.
The MRE estimates are reported in accordance with the guidelines of the 2012 Edition of the Australasian Code for Reporting of Exploration results, Mineral Resources and Ore Reserves (JORC Code 2012) Chapter 5 of the ASX Listing Rules and ASX Guidance Note 31. The MRE information contained in this Statement has been compiled by a Competent Person in compliance with the JORC Code 2012.
| 1. | Mineral Resource Estimate |
|---|
Project: Estelle Gold Project
Location: Alaska, USA
This Mineral Resource Estimate (MRE) has been prepared for the gold deposits within the RPM and Korbel Mining Complexes. (refer Figure1)
Figure1. Estelle Gold Project
^1^ https://announcements.asx.com.au/asxpdf/20230411/pdf/45njd6kb14bc19.pdf
| Nova Minerals Ltd | Annual Report 2025  99 |
| --- |
The company had no ore reserves as at 30 June 2025. The MRE has remained unchanged since its announcement on 11 April 2023. The Resource Estimate is included in Table 1.
Table1. Global Mineral Resource Statement, Estelle Gold Project
| Deposit | Category | Tonnes<br><br> <br>Mt | Grade<br><br> <br>Au g/t | Au<br><br> <br>Moz |
|---|---|---|---|---|
| RPM<br>North | Measured | 1.4 | 4.1 | 0.18 |
| Indicated | 3.3 | 1.5 | 0.16 | |
| M<br> & I | 4.7 | 2.3 | 0.34 | |
| Inferred | 26 | 0.6 | 0.48 | |
| Subtotal | 31 | 0.8 | 0.82 | |
| RPM South | Inferred | 31 | 0.4 | 0.42 |
| RPM Mining Complex | Total | 62 | 0.6 | 1.24 |
| Korbel Main | Indicated | 320 | 0.3 | 3.09 |
| Inferred | 480 | 0.2 | 3.55 | |
| Subtotal | 800 | 0.3 | 6.64 | |
| Cathedral | Inferred | 240 | 0.3 | 2.01 |
| Korbel Mining Complex | Total | 1,040 | 0.3 | 8.65 |
| RPM & Korbel | Measured | 1.4 | 4.1 | 0.18 |
| Indicated | 323 | 0.3 | 3.25 | |
| M<br> & I | 325 | 0.3 | 3.43 | |
| Inferred | 777 | 0.3 | 6.46 | |
| Total Estelle Gold Project | Total | 1,102 | 0.3 | 9.89 |
Notes:
| ● | The<br> above data has been rounded to the nearest 100,000 tonnes, 0.1g/t gold grade and 1,000 ounces.<br> Errors of summation may occur due to rounding. |
|---|---|
| ● | MRE<br> are estimated using cut-off grades at Korbel 0.15g/t and RPM 0.20g/t Au. |
| 2. | Ore Reserve Estimate |
| --- | --- |
The company had no ore reserves as at 30 June 2025.
| 3. | Governance and Competent Person Statement |
|---|
MRE’s are reported in accordance with the JORC Code 2012.
The Company maintains internal controls and external peer review to ensure data integrity.
QA/QCChecks – Mr Vannu Khounphakdee P.Geo., who is an independent consulting geologist of a number of mineral exploration and development companies, reviewed and approves the technical information in this release and is a member of the Australian Institute of Geoscientists (AIG), which is ROPO accepted for the purpose of reporting in accordance with ASX listing rules. Mr Vannu Khounphakdee has sufficient experience relevant to the gold deposits under evaluation to qualify as a Competent Person as defined in the 2012 edition of the ‘Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Vannu Khounphakdee is also a Qualified Person as defined by S-K 1300 rules for mineral deposit disclosure. Mr Vannu Khounphakdee consents to the inclusion in the report of the matters based on information in the form and context in which it appears.
| Nova Minerals Ltd | Annual Report 2025  100 |
| --- |
All QA/QC data that is included in this Resource update was sent to Mr Khounphakdee for review and reporting.
MineralResource Estimation - The information in this announcement that relates to Mineral Resource estimates is based on information compiled by Mr Jonathon Abbott, who is a Member of The Australian Institute of Geoscientists. Mr Abbott is a director of Matrix Resource Consultants Pty Ltd and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 edition of the “Australasian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves”. Mr Abbott consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.
CoreLogging - William J. Burnett, MSc, CPG-11263 has over 25 years of experience in operations and exploration, mine and project management. He has worked in both surface and underground mines and held positions including General Mine Manager, Exploration Manager, Chief Geologist, Mine Engineer and geologist.
In 2009, Mr. Burnett started a consulting company called Yukuskokon Professional Services, LLC. (YKPS). YKPS had since grown into a full-service exploration company providing project management, environmental permitting, logistics, core drilling support and drill pad construction, core drilling, geological, engineering and metallurgical support for exploration and mining projects. Yukuskokon owns and operates track mounted and fly core drills with locations in Alaska, Nevada and Oregon.
| 4. | Material Changes from Previous Year |
|---|
No changes have been made to the mineral resource estimate from last year.
| Nova Minerals Ltd | Annual Report 2025  101 |
| --- |
| Nova Minerals Ltd | Annual Report 2025  102 |
| --- |
| Nova Minerals Ltd | Annual Report 2025  103 |
| --- |
Exhibit99.2
| ASX RELEASE<br><br> <br><br><br> <br>18 September 2025 |
|---|
CORPORATEGOVERNANCE STATEMENT and APPENDIX 4G
In accordance with ASX Listing Rules 4.7.4 and 4.10.3, Nova Minerals Limited (Nova or Company) (ASX: NVA, NASDAQ:NVA, FRA: QM3) Corporate Governance Statement and Appendix 4G are attached.
For further information regarding Nova Minerals Limited, please visit the Company’s website www.novaminerals.com.au
Thisannouncement has been authorized for release by the Company Secretary, Ian Pamensky.
| Christopher<br> Gerteisen<br><br> <br>CEO<br> and Executive Director<br><br> <br>E:<br>info@novaminerals.com.au | Craig<br> Bentley<br><br> <br>Director<br> of Finance & Compliance & Investor Relations<br><br> <br>E:<br> craig@novaminerals.com.au<br><br> <br>M:<br>+61 414 714 196 |
|---|
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, Nova Gold and Paulson Advisors 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.
| Main Operations | Corporate | ASX: NVA | NASDAQ: NVA | FRA: QM3 | 1 |
|---|---|---|---|---|---|
| Whiskey Bravo<br> Airstrip<br><br> <br>Matanuska-Susitna<br> Borough, Alaska, USA<br><br> <br>1150 S Colony<br> Way Suite 3-440,<br><br> <br>Palmer, AK<br> 99645 | Suite<br>5, 242 Hawthorn Road,<br><br> <br>Caulfield,<br>VICTORIA 3161,<br><br> <br>Australia<br><br> <br>Phone<br>+61 3 9537 1238 | www.novaminerals.com.au<br><br><br><br>Email<br>info@novaminerals.com.au<br><br><br><br><br><br><br><br>ACN<br>006 690 348 |
NOVA MINERALS LIMITED
ACN006 690 348
(Company)
CorporateGovernance Statement - FOR THE FINANCIAL YEAR ENDING 30 June 2025
This Corporate Governance Statement is current as at 17 September 2025 and has been approved by the Board of the Company on that date.
This Corporate Governance Statement discloses the extent to which the Company has, during the financial year ending 30 June 2025, followed the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations – Fourth Edition (Recommendations). The Recommendations are not mandatory. However, the Recommendations that will not be followed have been identified, and reasons provided for not following them along with what (if any) alternative governance practices the Company intends to adopt in lieu of the recommendation.
The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the Company’s corporate governance duties.
Due to the current size and structure of the existing Board, the Board has not formed individual Board committees. Under the Company’s Board Charter, the duties that would ordinarily be assigned to individual committees are currently carried out by the full Board under the written terms of reference for those committees.
The Company’s Corporate Governance Plan is available on the Company’s website at The Company’s Corporate Governance Plan is available on the Company’s website at https://novaminerals.com.au/about-nova/corporate-governance-new/ - governancedocuments
| RECOMMENDATIONs (FOURTHP EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| Principle 1: Lay solid foundations for management and oversight | ||
| Recommendation 1.1<br><br> <br><br><br> <br>A<br> listed entity should have and disclose a charter which sets out the respective roles and responsibilities of the Board, the Chair<br> and management, and includes a description of those matters expressly reserved to the Board and those delegated to management. | YES | The<br> Company has adopted a Board Charter that sets out the specific roles and responsibilities of the Board, the Chair and management<br> and includes a description of those matters expressly reserved to the Board and those delegated to management.<br><br> <br><br><br> <br>The<br> Board Charter sets out the specific responsibilities of the Board, requirements as to the Board’s composition, the roles and<br> responsibilities of the Chairman and Company Secretary, the establishment, operation and management of Board Committees, Directors’<br> access to Company records and information, details of the Board’s relationship with management, details of the Board’s<br> performance review and details of the Board’s disclosure policy.<br><br> <br><br><br> <br>A<br> copy of the Company’s Board Charter, which is part of the Company’s Corporate Governance Plan, is available on the Company’s<br> website. |
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| --- | | RECOMMENDATIONs (FOURTHP EDITION) | COMPLY | EXPLANATION | | --- | --- | --- | | Recommendation 1.2<br><br> <br><br><br> <br>A<br> listed entity should:<br><br> <br><br><br> <br>(a)<br> undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a<br> Director; and<br><br> <br><br><br> <br>(b)<br> provide security holders with all material information relevant to a decision on whether or not to elect or re-elect a<br> Director. | YES | (a)<br> The Company has guidelines for the appointment and selection of the Board in its Corporate Governance Plan. The Company’s<br> Remuneration and Nomination Committee Charter (in the Company’s Corporate Governance Plan) requires the Remuneration and<br> Nomination Committee (or, in its absence, the Board) to ensure appropriate checks (including checks in respect of character,<br> experience, education, criminal record and bankruptcy history (as appropriate)) are undertaken before appointing a person, or<br> putting forward to security holders a candidate for election, as a Director.<br><br> <br><br><br> <br>(b)<br> Under the Remuneration and Nomination Committee Charter, all material information relevant to a decision on whether or not to elect<br> or re-elect a Director must be provided to security holders in the Notice of Meeting containing the resolution to elect or re-elect<br> a Director.<br><br> <br><br><br> <br>Appropriate<br> checks were undertaken prior to the appointment of directors and senior executives during the 2025 financial year, including the<br> appointment of Mr Richard Beazley who was appointed as Chairman and independent non-executive director on 24 July 2024 and Mr Dovi<br> Berger who was appointed as a non-executive director on 1 July 2025. | | Recommendation 1.3<br><br> <br><br><br> <br>A<br> listed entity should have a written agreement with each Director and senior executive setting out the terms of their appointment. | YES | The<br> Company’s Remuneration and Nomination Committee Charter requires the Committee (or, in its absence, the Board) to ensure that<br> each Director and senior executive is a party to a written agreement with the Company which sets out the terms of that Director’s<br> or senior executive’s appointment.<br><br> <br><br><br> <br>The<br> Company has had written agreements with each of its directors and senior executives for the past financial year.<br><br> <br><br><br> <br>The<br> key terms of the agreements are set out in the Remuneration Report within the Company’s Annual Report. | | Recommendation 1.4<br><br> <br><br><br> <br>The<br> Company Secretary of a listed entity should be accountable directly to the Board, through the Chair, on all matters to do with the<br> proper functioning of the Board. | YES | The<br> Board Charter outlines the roles, responsibility and accountability of the Company Secretary. In accordance with this, the Company<br> Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board. |
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| --- | | RECOMMENDATIONs (FOURTHP EDITION) | COMPLY | EXPLANATION | | --- | --- | --- | | Recommendation 1.5<br><br> <br><br><br> <br>A<br> listed entity should:<br><br> <br><br><br> <br>(a)<br> have and disclose a diversity policy;<br><br> <br>(b)<br> through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its<br> board, senior executives and workforce generally; and<br><br> <br>(c)<br> disclose in relation to each reporting period:<br><br> <br><br><br> <br>i.<br> the measurable objectives set for that period to achieve gender diversity;<br><br> <br>ii. the entity’s progress towards achieving those objectives; and<br><br> <br>iii.<br> either:<br><br> <br><br><br> <br>1. the respective proportions of men and women on the Board, in senior executive positions and across the whole workforce (including<br> how the entity has defined “senior executive” for these purposes); or<br><br> <br>2. if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent<br> “Gender Equality Indicators”, as defined in the Workplace Gender Equality Act.<br><br> <br><br><br> <br>If<br> the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving<br> gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified<br> period. | PARTIALLY | (a)<br> The Company has adopted a Diversity Policy which provides a framework for the Company to establish and achieve measurable diversity<br> objectives, including in respect of gender diversity. The Diversity Policy allows the Board to set measurable gender diversity<br> objectives, if considered appropriate, and to assess annually both the objectives (if any have been set) and the Company’s<br> progress in achieving them.<br><br> <br>(b)<br> The Diversity Policy is available, as part of the Corporate Governance Plan, on the Company’s website.<br><br> <br>(c)<br> The Board did not set measurable gender diversity objectives for the past financial year, because:<br><br> <br><br><br> <br>●<br> 2Bthe Board did not anticipate there would be a need to appoint any new Directors or senior executives due to limited nature of the<br> Company’s existing and proposed activities and the Board’s view that the existing Directors and senior executives have<br> sufficient skill and experience to carry out the Company’s plans; and<br><br> <br><br><br> <br>●<br> 3Bif it became necessary to appoint any new Directors or senior executives, the Board will consider the application of a measurable<br> gender diversity objective requiring a specified proportion of women on the Board and in senior executive roles will, given the<br> small size of the Company and the Board, unduly limit the Company from applying the Diversity Policy as a whole and the<br> Company’s policy of appointing based on skills and merit; and<br><br> <br><br><br> <br>●<br> The Company did not have any women in senior executive positions or across the whole organisation for the past financial<br> year. | | Recommendation 1.6<br><br> <br><br><br> <br>A<br> listed entity should:<br><br> <br><br><br> <br>(a)<br> have and disclose a process for periodically evaluating the performance of the Board, its committees and individual Directors;<br> and<br><br> <br><br><br> <br>(b)<br> disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in<br> accordance with that process. | YES | (a)<br> The Company’s Remuneration and Nomination Committee (or, in its absence, the Board) is responsible for evaluating the<br> performance of the Board, its committees and individual Directors on an annual basis. It may do so with the aid of an independent<br> advisor. The process for this is set out in the Company’s Corporate Governance Plan, which is available on the Company’s<br> website.<br><br> <br><br><br> <br>(b)<br> The Company’s Corporate Governance Plan requires the Company to disclose whether or not performance evaluations were conducted<br> during the relevant reporting period.<br><br> <br><br><br> <br>(c)<br> The Company completed performance evaluations in respect of the Board and individual Directors in June 2025. |
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| --- | | RECOMMENDATIONs (FOURTHP EDITION) | COMPLY | EXPLANATION | | --- | --- | --- | | Recommendation 1.7<br><br> <br><br><br> <br>A<br> listed entity should:<br><br> <br><br><br> <br>(a)<br> have and disclose a process for periodically evaluating the performance of its senior executives; and<br><br> <br><br><br> <br>(b)<br> disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in<br> accordance with that process. | YES | (a)<br> The Company’s Remuneration and Nomination Committee (or, in its absence, the Board) is responsible for evaluating the<br> performance of the Company’s senior executives on an annual basis. The Company’s Remuneration and Nomination Committee<br> (or, in its absence, the Board) is responsible for evaluating the remuneration of the Company’s senior executives on an annual<br> basis. A senior executive, for these purposes, means key management personnel (as defined in the Corporations Act) other than a<br> non-executive Director.<br><br> <br><br><br> <br>The<br> applicable processes for these evaluations can be found in the Company’s Corporate Governance Plan, which is available on the<br> Company’s website.<br><br> <br><br><br> <br>(b)<br> The Company’s Corporate Governance Plan requires the Company to disclose whether or not performance evaluations were<br>conducted during the relevant reporting period. The Company undertook a Board Review during the current year but has not undertaken a<br>review of senior executives. | | Principle 2: Structure the Board to add value | | | | Recommendation 2.1<br><br> <br><br><br> <br>The<br> Board of a listed entity should:<br><br> <br><br><br> <br>(a)<br> have a nomination committee which:<br><br> <br><br><br> <br>(i)<br> has at least three members, a majority of whom are independent Directors; and<br><br> <br>(ii)<br> is chaired by an independent Director, and disclose:<br><br> <br>(iii)<br> the charter of the committee;<br><br> <br>(iv)<br> the members of the committee; and<br><br> <br>(v)<br> as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances<br> of the members at those meetings; or<br><br> <br><br><br> <br>(b)<br> if it does not have a nomination committee, disclose that fact and the processes it employs to address Board succession issues and<br> to ensure that the Board has the appropriate balance of skills, experience, independence and knowledge of the entity to enable it to<br> discharge its duties and responsibilities effectively. | YES | (a)<br> The Company’s Remuneration and Nomination Committee Charter provides for the creation of a Remuneration and Nomination<br> Committee (if it is considered it will benefit the Company), with at least three members, a majority of whom are independent<br> Directors, and which must be chaired by an independent Director.<br><br> <br><br><br> <br>The<br> Board has established a Remuneration and Nomination Committee in July 2024. In accordance with its Charter, the Remuneration and<br> Nomination Committee is structured such that it consists solely of Non-Executive Directors, is chaired by an independent Non- Executive<br> Director and has at least three Non-Executive Directors as members. The Charter was last reviewed in June 2024 and is reviewed from<br> time to time to ensure that it meets best practice standards, complies with the ASX Corporate Governance Principles and Recommendations,<br> and meets the needs of the Company and the Committee. The Charter is available on the Company’s corporate governance page on<br> the Company’s website.<br><br> <br><br><br> <br>The<br>Chair of the Remuneration and Nomination Committee is Mr Avi Geller. The other members of the Committee are Mr Dovi Berger and Mr Richard<br>Beazley. Mr Berger was appointed on 1 July 2025 to the committee. Three of three Committee members are Non-Executive Directors, and the<br>Board considers all of the Non-Executive Directors on the Committee to be independent. |
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| --- | | RECOMMENDATIONs (FOURTHP EDITION) | COMPLY | EXPLANATION | | --- | --- | --- | | | | Other<br> Board members, including the Executive Directors, are invited to attend these meetings.<br><br> <br><br><br> <br>The<br> Company Secretary is also the Secretary to the Committee and copies of the minutes of the meeting are distributed to the Board ahead<br> of the next full Board meeting.<br><br> <br><br><br> <br>(b)<br> The Company has followed recommendations 2.1(a)(i) and 2.1(a)(ii) for the reporting period. The Company has otherwise complied with<br> recommendation 2.1 for the reporting period.<br><br> <br><br><br> <br>The<br> Board has a Remuneration and Nominations Committee that has at least three members.<br><br> <br><br><br> <br>The<br> Company notes ASX Recommendations 2.1(a)(i) and 2.1(a)(ii) recommend that a majority of the nomination committee be independent directors<br> and that an independent director be the chair of the nomination committee. The Company notes that it is currently in compliance with<br> this recommendation.<br><br> <br><br><br> <br>The<br> Remuneration and Nominations Committee currently comprises three independent Director, one of whom is the chair of the Remuneration<br> and Nominations committee.<br><br> <br><br><br> <br>Nova’s<br> Remuneration and Nominations Committee is governed by its Remuneration and Nominations Committee Charter, which is disclosed on Nova’s<br> website (https://novaminerals.com.au/about-nova/corporate-governance-new/).<br><br> <br><br><br> <br>The<br> members of the Company’s Remuneration and Nominations Committee and the number of times the committee met throughout the reporting<br> period and the individual attendances of the members at those meetings are disclosed in the Annual Report. | | Recommendation 2.2<br><br> <br><br><br> <br>A<br> listed entity should have and disclose a Board skill matrix setting out the mix of skills and diversity that the Board currently<br> has or is looking to achieve in its membership. | NO | Under<br> the Remuneration and Nomination Committee Charter (in the Company’s Corporate Governance Plan), the Remuneration and Nomination<br> Committee is required to prepare a Board skills matrix setting out the mix of skills that the Board currently has (or is looking<br> to achieve) and to review this at least annually against the Company’s Board skills matrix to ensure the appropriate mix of<br> skills to discharge its obligations effectively and to add value and to ensure the Board has the ability to deal with new and emerging<br> business and governance issues. |
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| --- | | RECOMMENDATIONs (FOURTHP EDITION) | COMPLY | EXPLANATION | | --- | --- | --- | | | | The<br> Company does not have a Board skill matrix. The Board Skills Matrix will include the following areas of knowledge and expertise:<br><br> <br><br><br> <br>●<br> strategic expertise;<br><br> <br><br><br> <br>●<br> specific industry knowledge;<br><br> <br><br><br> <br>●<br> accounting and finance;<br><br> <br><br><br> <br>●<br> risk management;<br><br> <br><br><br> <br>●<br> Environment and sustainability;<br><br> <br><br><br> <br>●<br> experience with financial markets; and<br><br> <br><br><br> <br>●<br> investor relations.<br><br> <br><br><br> <br>The<br> Board also has regard to the Company’s Diversity Policy and Board Charter and will aim to achieve diversity and independence<br> in its membership where possible, also having regard to the size and nature of the existing Board, and the magnitude of the Company’s<br> operations.<br><br> <br><br><br> <br>The<br> Board Charter requires the disclosure of each Board member’s qualifications and expertise. Full details as to each Director<br> and senior executive’s relevant skills and experience are available in the Company’s Annual Report. | | --- | --- | --- | | Recommendation 2.3<br><br> <br><br><br> <br>A<br> listed entity should disclose:<br><br> <br><br><br> <br>(a)<br> the names of the Directors considered by the Board to be independent Directors;<br><br> <br><br><br> <br>(b)<br> if a Director has an interest, position, association or relationship of the type described in Box 2.3 of the ASX Corporate<br> Governance Principles and Recommendation (3rd Edition), but the Board is of the opinion that it does not compromise the independence<br> of the Director, the nature of the interest, position, association or relationship in question and an explanation of why the Board<br> is of that opinion; and<br><br> <br><br><br> <br>(c)<br> the length of service of each Director | YES | (a)<br> The Board Charter requires the disclosure of the names of Directors considered by the Board to be independent. The Board considers<br> Mr Richard Beazley (appointed 24 July 2024), Mr Avi Geller and Mr Berger (appointed 1 July 2025) to be independent.<br><br> <br><br><br> <br>(b)<br> Even though Mr Avi Geller has a direct and indirect shareholdings in the Company, the Board considers Mr Geller to be independent.<br> There are no other independent Directors who fall into this category.<br><br> <br><br><br> <br>(c)<br> The Company’s Annual Report and Recommendation 2.4 below discloses the length of service of each Director, as at the end of<br> each financial year. |
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| --- | | RECOMMENDATIONs (FOURTHP EDITION) | COMPLY | EXPLANATION | | --- | --- | --- | | Recommendation 2.4<br><br> <br><br><br> <br>A<br> majority of the Board of a listed entity should be independent Directors. | YES | The<br> Company’s Board Charter requires that, where practical, the majority of the Board should<br> be independent.<br><br><br><br><br><br><br>Details<br>of the Directors at reporting date are: | | Name | Status | Date of appointment | Qualification | | --- | --- | --- | --- | | Mr<br> Richard Beazley | Non-Executive<br> Chairman – Independent | 24<br> July 2025 | B.E.<br> (Mining) with Honors from the University of New South Wales and MBA from APESMA and Deakin University. | | Mr<br> Louie Simens | Executive<br> Director* - Non-Independent | 19<br> Dec 2017 | | | Mr<br> Christopher Gerteisen | Executive<br> Director & CEO - Non-Independent | 23<br> Sept 2019 | BSc.<br> Mining/Exploration Geology, MSc. Economic Geology/Mineral Economics | | Mr<br> Avi Gellar | Non-Executive<br> Director – Independent | 19<br> Nov 2018 | | | Mr<br> Craig Bentley | Executive<br> Director – Non-Independent | 18<br> Feb 2022 | B<br> Comm and Administration (BCA) | | Mr<br> Dovi Berger | Non-Executive<br> Director - Independent | 1<br> July 2025 | B.Sc.<br> (Accounting); M.Sc. (Accounting); J.D. | | Mr<br> Rodrigo Pasqua | Non-Executive<br> Director - Independent | 1<br> May 2022 (resigned 14 November 2024) | B<br> BEng in Mining Engineering | | *<br> Mr Simens was the interim Executive Chairman to 24 July 2025<br><br> <br><br><br> <br>At<br> 30 June 2025 there was a majority of non-independent Board members (only two of its five<br> directors were considered to be independent). The Company has taken steps to increase its<br> number of independent directors and appointed Mr Richard Beazley as non-executive Chair on<br> 24 July 2024 and Mr Dovi Berger to the Board on 1 July 2025.The Board now comprises three<br> independent Directors and three non-independent Directors.<br><br><br><br><br><br><br>It<br>is noted the composition of the Board will be reassessed in future in line with changes in the Company’s operations and level of<br>activity and will be adjusted as deemed appropriate. The Board will consider the ASX Recommendations in assessing any future changes<br>in Board composition.<br><br><br><br><br><br>Further<br>details of each Director’s independence are set out in the Annual Report. | | --- |
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| --- | | RECOMMENDATIONs (FOURTHP EDITION) | COMPLY | EXPLANATION | | --- | --- | --- | | Recommendation 2.5<br><br> <br><br><br> <br>The<br> Chair of the Board of a listed entity should be an independent Director and, in particular, should not be the same person as the<br> CEO of the entity. | YES | The<br> Board Charter provides that, where practical, the Chair of the Board should be an independent Director and should not be the CEO/Managing<br> Director.<br><br> <br><br><br> <br>The<br> Interim Chair of the Company to 24 July 2024, Mr Louie Simens was a non-independent Director. On 24 July 2025, Mr Richard Beazley<br> was appointed as non-executive Chairman. Mr Beazley is an independent Director. | | Recommendation 2.6<br><br> <br><br><br> <br>A<br> listed entity should have a program for inducting new Directors and providing appropriate professional development opportunities<br> for continuing Directors to develop and maintain the skills and knowledge needed to perform their role as a Director effectively. | YES | In<br> accordance with the Company’s Board Charter, the Remuneration and Nomination Committee (or, in its absence, the Board) is responsible<br> for the approval and review of induction and continuing professional development programs and procedures for Directors to ensure<br> that they can effectively discharge their responsibilities. The Company Secretary is responsible for facilitating inductions and<br> professional development. | | Principle 3: Instil a culture of acting lawfully, ethically and responsibly | | | | Recommendation 3.1<br><br> <br><br><br> <br>(a)<br> Instil a culture of acting lawfully, ethically and responsibly | YES | The<br> Company and its subsidiary companies are committed to conducting its business activities fairly, honestly with a high level of integrity,<br> and in compliance with all applicable laws, rules and regulations. The Board, management and employees are dedicated to high ethical<br> standards and recognise and support the Company’s commitment to compliance with these standards.<br><br> <br><br><br> <br>The<br> Company’s values are set out in its Code of Conduct (which forms part of the Corporate Governance Plan) and are available on<br> the Company’s website. All employees are given appropriate training on the Company’s values and senior executives continually<br> reference such values. | | Recommendation 3.2<br><br> <br><br><br> <br>A<br> listed entity should:<br><br> <br><br><br> <br>(a)<br> have and disclose a code of conduct for its directors, senior executives and employees; and<br><br> <br><br><br> <br>(b)<br> ensure that the Board or a committee of the Board is informed of any material breaches of that code | Yes | The Company’s Code of Conduct applies to the Company’s directors, senior executives and employees. The Company’s Code of Conduct (which forms part of the Company’s Corporate Governance Plan) is available on the Company’s website. Any material breaches of the Code of Conduct are reported to the Board (as the Company has not formed an Audit and Risk Committee). | | Recommendation 3.3<br><br> <br><br><br> <br>A<br> listed entity should:<br><br> <br><br><br> <br>(a)<br> have and disclose a whistleblower policy; and<br><br> <br><br><br> <br>(b)<br> ensure that the Board or a committee of the Board is informed of any material incidents reported under that policy. | Yes | The Company’s Whistleblower Protection Policy (which forms part of the Corporate Governance Plan) is available on the Company’s website. Any material breaches of the Whistleblower Protection Policy are to be reported to the Board (as the Company has not formed an Audit and Risk Committee). |
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| --- | | RECOMMENDATIONs (FOURTHP EDITION) | COMPLY | EXPLANATION | | --- | --- | --- | | Recommendation 3.4<br><br> <br><br><br> <br>A<br> listed entity should:<br><br> <br><br><br> <br>(a)<br> have and disclose an anti-bribery and corruption policy; and<br><br> <br><br><br> <br>(b)<br> ensure that the Board or committee of the Board is informed of any material breaches of that policy.<br><br> <br>**** | Yes | The Company’s Anti-Bribery and Corruption Policy (which forms part of the Corporate Governance Plan) is available on the Company’s website. Any material breaches of the Anti-Bribery and Corruption Policy are to be reported to the Audit and Risk Committee. | | Principle 4: Safeguard the integrity of corporate reports** | | | | Recommendation 4.1<br><br> <br><br><br> <br>The<br> Board of a listed entity should:<br><br> <br><br><br> <br>(a)<br> have an audit committee which:<br><br> <br><br><br> <br>(i)<br> has at least three members, all of whom are non-executive Directors and a majority of whom are independent Directors; and<br><br> <br><br><br> <br>(ii)<br> is chaired by an independent Director, who is not the Chair of the Board,<br><br> <br><br><br> <br>and disclose:<br><br> <br><br><br> <br>(i)<br> the charter of the committee;<br><br> <br><br><br> <br>(ii)<br> the relevant qualifications and experience of the members of the committee; and<br><br> <br><br><br> <br>(iii)<br> in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of<br> the members at those meetings; or<br><br> <br><br><br> <br>(b)<br> if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the<br> integrity of its financial reporting, including the processes for the appointment and removal of the external auditor and the<br> rotation of the audit engagement partner. | PARTIAL | (a)<br> The Company’s Corporate Governance Plan contains an Audit and Risk Committee Charter that provides for the creation of an<br> Audit and Risk Committee (if it is considered it will benefit the Company), with at least three members, all of whom must be<br> independent Directors, and which must be chaired by an independent Director who is not the Chair.<br><br> <br><br><br> <br>The<br> Board has established an Audit and Risk Committee in July 2024. In accordance with its Charter approved by the Board.<br><br> <br><br><br> <br>The<br> Charter sets out the purpose, membership, responsibilities, authority and reporting requirements of the Committee. The primary responsibilities<br> of the Committee are detailed in the Charter and include the following areas:<br><br> <br><br><br> <br>●<br> Accounting Practices and External Reporting<br><br> <br>●<br> Oversight of the Risk Management System<br><br> <br>●<br> Governance<br><br> <br><br><br> <br>This<br> Charter was last updated in June 2024. The Charter is available on the Company’s corporate governance page on the Company’s<br> website<br><br> <br><br><br> <br>The<br> Chair of the Audit Committee is Mr Avi Geller. The other members of the Committee are Mr Dovi Berger and Mr Richard Beazley. Mr Berger<br> was appointed to the Committee on 1 July 2024. Three of three Committee members are Non-Executive Directors. The Board considers<br> all of the Non-Executive Directors on the Committee to be independent and the composition of the Audit Committee satisfies the Board’s<br> requirements in performing the Committee’s function given the size and complexity of the Company at present. |
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| --- | | RECOMMENDATIONs (FOURTHP EDITION) | COMPLY | EXPLANATION | | --- | --- | --- | | | | The<br> Chief Financial Officer, senior members of the finance team, the external auditors attend Committee meetings at the discretion of<br> the Committee. Other Board members, including the Executive Directors, are invited to attend these meetings. Further details of the<br> members of the Audit Committee and their attendance at Committee meeting are set out below and in the Directors’ Report Section<br> of the 2025 Annual Report.<br><br> <br><br><br> <br>The<br> Company Secretary is also the Secretary to the Committee and copies of the minutes of the meeting are distributed to the Board ahead<br> of the next full Board meeting.<br><br> <br><br><br> <br>(b)<br> The Company had The Company has an Audit and Risk Management Committee which is comprised of three non-executive directors, a<br> majority of whom are independent directors. The Committee is chaired by an independent director, who is not the chair of the Board.<br> The Audit and Risk Management Charter can be found on the Company’s website at<br> https://novaminerals.com.au/about-nova/corporate-governance-new/. The relevant qualifications and experience of the members of the<br> Audit and Risk Management Committee and the number of times the committee met throughout the reporting period and the individual<br> attendances of the members at those meetings are disclosed in the 2025 Annual Report.<br><br> <br><br><br> <br>Before<br> the Board approved the Company’s financial statements for 2025, it received written assurances from the Chief Executive Officer<br> and Chief Financial Officer that to the best of their knowledge and belief, the declaration provided by them in accordance with section<br> 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating<br> effectively in all material respects in relation to financial reporting risks. Equivalent informal assurances were provided for the<br> half-year financial reports.<br><br> <br><br><br> <br>The<br> Company is committed to providing clear, concise and effective disclosure in its corporate reports. Processes are in place to verify<br> the integrity of all Company announcements and unaudited periodic report released to the market, to ensure that they are factual,<br> complete, accurate and provide investors with appropriate information to make informed investment decisions. This process includes<br> relevant internal stakeholders reviewing and signing-off on the section of the report to which they contributed prior to receiving<br> approval by the Board. |
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| --- | | RECOMMENDATIONs (FOURTHP EDITION) | COMPLY | EXPLANATION | | --- | --- | --- | | Recommendation 4.2<br><br> <br><br><br> <br>The<br> Board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from<br> its CEO and CFO a declaration that the financial records of the entity have been properly maintained and that the financial statements<br> comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity<br> and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. | YES | The<br> Company’s Audit and Risk Committee Charter requires the CEO and CFO (or, if none, the person(s) fulfilling those functions)<br> to provide a sign off on these terms.<br><br> <br>The<br> Company has obtained a sign off on these terms for each of its financial statements in the past financial year. | | Recommendation 4.3<br><br> <br><br><br> <br>A<br> listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that<br> is not audited or reviewed by an external auditor. | YES | Processes<br> are in place to verify the integrity of ASX’s periodic corporate reports (as defined in the ASX Corporate Governance Principles)<br> released to the market and not audited or reviewed by the external auditor. Examples of periodic corporate reports released by the<br> Company include the directors’ report in the annual report.<br><br> <br><br><br> <br>The<br> Company has adopted a Disclosure Committee Policy which sets out how market announcements are reviewed and released. The Board makes<br> disclosure decisions, oversees the drafting of announcements and approves all ASX announcements. The Board is also responsible for<br> satisfying itself that the content of any announcement is accurate and not misleading and is supported by appropriate verification.<br><br> <br><br><br> <br>ASX<br> announcements are lodged on the market announcements platform by the Company Secretary. | | Principle 5: Make timely and balanced disclosure | | | | Recommendation 5.1<br><br> <br><br><br> <br>A<br> listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule<br> 3.1. | YES | Detailed<br> compliance procedures for ASX Listing Rule disclosure requirements have been adopted by the Company. The Company’s Communications<br> and Disclosure Policy is available on the Company’s website at https://novaminerals.com.au/about-nova/corporate-governance-new/. | | Recommendation 5.2<br><br> <br><br><br> <br>A<br> listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made. | YES | Under the Company’s Disclosure Committee Policy (which forms part of the Corporate Governance Plan), all members of the Board will receive material market announcements promptly after they have been made. |
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| --- | | RECOMMENDATIONs (FOURTHP EDITION) | COMPLY | EXPLANATION | | --- | --- | --- | | Recommendation 5.3<br><br> <br><br><br> <br>A<br> listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials<br> on the ASX Market Announcements Platform ahead of the presentation. | YES | All substantive investor or analyst presentations are released on the ASX Markets Announcement Platform ahead of such presentations. | | Principle 6: Respect the rights of security holders | | | | Recommendation 6.1<br><br> <br><br><br> <br>A<br> listed entity should provide information about itself and its governance to investors via its website. | YES | Information<br>about the Company and its governance is available in the Corporate Governance Plan which can be found on the Company’s website. | | Recommendation 6.2<br><br> <br><br><br> <br>A<br> listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors. | YES | The<br> Company has adopted a shareholder communication strategy detailed in the Disclosure Committee Policy which aims to promote and facilitate<br> effective two-way communication with investors. The Strategy outlines a range of ways in which information is communicated to shareholders<br> and is available on the Company’s website as part of the Company’s Corporate Governance Plan. | | Recommendation 6.3<br><br> <br><br><br> <br>A<br> listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of<br> security holders. | YES | Shareholders are encouraged to participate at all general meetings and AGMs of the Company. Upon the despatch of any notice of meeting to Shareholders, the Company Secretary shall send out material stating that all Shareholders are encouraged to participate at the meeting. | | Recommendation 6.4<br><br> <br><br><br> <br>A<br> listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by<br> a show of hands. | YES | All<br> substantive resolutions at securityholder meetings are decided by a poll rather than a show of hands. | | Recommendation 6.5<br><br> <br><br><br> <br>A<br> listed entity should give security holders the option to receive communications from, and send communications to, the entity and<br> its security registry electronically. | YES | The<br> shareholder communication strategy detailed in the Disclosure Committee Policy provides that security holders can register with the<br> Company to receive updates by email. Links are made available to the Company’s website on which all information provided to<br> the ASX is immediately posted.<br><br> <br><br><br> <br>Security<br> holders are able to register to receive electronic communications in relation to the Company from the security registry. Contact<br> details for the Company’s security registry are available on the Company’s website.<br><br> <br><br><br> <br>Shareholder<br> queries should be referred to the Company Secretary at first instance. |
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| --- | | RECOMMENDATIONs (FOURTHP EDITION) | COMPLY | EXPLANATION | | --- | --- | --- | | Principle 7: Recognise and manage risk | | | | Recommendation 7.1<br><br> <br><br><br> <br>The<br> Board of a listed entity should:<br><br> <br><br><br> <br>(a)<br> have a committee or committees to oversee risk, each of which:<br><br> <br><br><br> <br>(i)<br> has at least three members, a majority of whom are independent Directors; and<br><br> <br>(ii)<br> is chaired by an independent Director,<br><br> <br><br><br> <br>and<br> disclose:<br><br> <br><br><br> <br>(iii)<br> the charter of the committee;<br><br> <br>(iv)<br> the members of the committee; and<br><br> <br>(v)<br> as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances<br> of the members at those meetings; or<br><br> <br><br><br> <br>(b)<br> if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the process it employs for<br> overseeing the entity’s risk management framework. | Partially | (a)<br> The Company’s Corporate Governance Plan contains an Audit and Risk Committee Charter that provides for the creation of an<br> Audit and Risk Committee (if it is considered it will benefit the Company), with at least three members, all of whom must be<br> independent Directors, and which must be chaired by an independent Director.<br><br> <br><br><br> <br>The<br> Board has established an Audit and Risk Committee in July 2024. In accordance with its Charter approved by the Board.<br><br> <br><br><br> <br>The<br> Charter sets out the purpose, membership, responsibilities, authority and reporting requirements of the Committee. The primary responsibilities<br> of the Committee are detailed in the Charter and include the following areas:<br><br> <br><br><br> <br>●<br> Audit<br><br> <br>●<br> Reporting<br><br> <br>●<br> Financial Risk Management<br><br> <br>●<br> Financial Governance<br><br> <br><br><br> <br>This<br> Charter was last updated in June 2024. The Charter is available on the Company’s corporate governance page on the Company’s<br> website<br><br> <br><br><br> <br>The<br> Company is committed to the identification, monitoring and management of material business risks of its activities via its Risk Management<br> Framework.<br><br> <br><br><br> <br>The<br> Chair of the Audit Committee is Mr Avi Geller. The other members of the Committee are Mr Dovi Berger (appointed 1 July 2025) and<br> Mr Richard Beazley. Three of three Committee members are Non-Executive Directors. The Board considers all of the Non-Executive Directors<br> on the Committee to be independent, and the composition of the Audit Committee satisfies the Board’s requirements in performing<br> the Committee’s function given the size and complexity of the Company at present. The Chief Financial Officer, senior members<br> of the finance team, the external auditors as well as the internal auditor attend Committee meetings at the discretion of the Committee.<br> Other Board members, including the Executive Directors, are invited to attend these meetings. Further details of the members of the<br> Audit Committee and their attendance at Committee meeting are set out below and in the Directors’ Report Section of the 2025<br> Annual Report. The Company Secretary is also the Secretary to the Committee and copies of the minutes of the meeting are distributed<br> to the Board ahead of the next full Board meeting. |
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| --- | | RECOMMENDATIONs (FOURTHP EDITION) | COMPLY | EXPLANATION | | --- | --- | --- | | | | (b)<br> The Board has an Audit and Risk Management Committee that comprises three members, a majority of whom are independent Directors and<br> is chaired by an independent Director.<br><br> <br><br><br> <br>The<br> Company’s Audit and Risk Management Committee is governed by its Audit and Risk Management Committee Charter, which is disclosed<br> on the Company’s website (https://novaminerals.com.au/about-nova/corporate-governance-new/).<br><br> <br><br><br> <br>The<br> members of the committee and the number of times the committee met throughout the reporting period and the individual attendances<br> of the members at those meetings are disclosed in the Annual Report. | | Recommendation 7.2<br><br> <br><br><br> <br>The<br> Board or a committee of the Board should:<br><br> <br><br><br> <br>(a)<br> review the entity’s risk management framework with management at least annually to satisfy itself that it continues to be<br> sound; and<br><br> <br><br><br> <br>(b)<br> disclose in relation to each reporting period, whether such a review has taken place. | YES | (a)<br> The Audit and Risk Committee Charter requires that the Audit and Risk Committee (or, in its absence, the Board) should, at least<br> annually, satisfy itself that the Company’s risk management framework continues to be sound.<br><br> <br><br><br> <br>The<br> Company is exposed to a range of market, financial, operational, environmental, and socio-political risks that could have an adverse<br> effect on the Company’s future performance. The nature and potential impact of these risks can change over time and vary in<br> degree to the extent they can be controlled by the Company.<br><br> <br><br><br> <br>The<br> Company has a risk management framework in place with internal control systems to mitigate these key business risks. The Company’s<br> approach to its risk management policies is detailed in the Audit & Risk Management Committee Charter available on the Company’s<br> website at https://novaminerals.com.au/about-nova/corporate-governance-new/. Management has evaluated the various risks in the reporting<br> period as disclosed in the Annual Report and Sustainability Report.<br><br> <br><br><br> <br>In<br> respect of the Company’s financial statements and systems of accounting control, the Company’s external auditor attends<br> the Company’s Annual General Meeting to address questions from shareholders. |
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| --- | | RECOMMENDATIONs (FOURTHP EDITION) | COMPLY | EXPLANATION | | --- | --- | --- | | | | The<br> Audit & Risk Management Committee evaluates and addresses risks within the business as outlined in its Charter.<br><br> <br><br><br> <br>(b)<br> The Company’s Corporate Governance Plan requires the Company to disclose at least annually whether such a review of the<br> Company’s risk management framework has taken place.<br><br> <br><br><br> <br>(c)<br> The Company’s Board has completed a review of the Company’s risk management framework in the past financial year. The<br> Board intends to update the risk matrix further during the 2025 financial year to satisfy itself that it continues to be<br> sound. | | Recommendation 7.3<br><br> <br><br><br> <br>A<br> listed entity should disclose:<br><br> <br><br><br> <br>(a) <br> if it has an internal audit function, how the function is structured and what role it performs; or<br><br> <br><br><br> <br>(b) <br> if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the<br> effectiveness of its risk management and internal control processes. | YES | (a)<br> The Audit and Risk Committee Charter provides for the Audit and Risk Committee to monitor the need for an internal audit<br> function.<br><br> <br><br><br> <br>(b)<br> The Company did not have an internal audit function for the past financial year. The Company employed the following process for<br> evaluating and continually improving the effectiveness of its risk management and internal control processes:<br><br> <br><br><br> <br>(i)<br> the Board monitors the need for an internal audit function having regard to the size, location and complexity of the Company’s<br> operations;<br><br> <br><br><br> <br>(ii)<br> the Board periodically undertakes an internal review of financial systems and processes where systems are considered to require<br> improvement these systems are developed; and<br><br> <br><br><br> <br>(iii)<br> The Board reviews risk management and internal compliance procedures at each Board meeting and monitors the quality of the<br> accounting function. | | Recommendation 7.4<br><br> <br><br><br> <br>A<br> listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and,<br> if it does, how it manages or intends to manage those risks. | YES | The<br> Audit and Risk Committee Charter requires the Audit and Risk Committee (or, in its absence, the Board) to assist management determine<br> whether the Company has any material exposure to economic, environmental and social sustainability risks and, if it does, how it<br> manages or intends to manage those risks.<br><br> <br><br><br> <br>The<br> Company’s Corporate Governance Plan requires the Company to disclose whether it has any material exposure to economic, environmental<br> and social sustainability risks and, if it does, how it manages or intends to manage those risks. The Company discloses this information<br> in its Annual Report as part of its continuous disclosure obligations.<br><br> <br><br><br> <br>The<br> Company has completed a sustainability review and the Sustainability Report 2025 will be separately lodged with the ASX and disclosed<br> on the Company website. |
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| --- | | RECOMMENDATIONs (FOURTHP EDITION) | COMPLY | EXPLANATION | | --- | --- | --- | | Principle 8: Remunerate fairly and responsibly | | | | Recommendation 8.1<br><br> <br><br><br> <br>The<br> Board of a listed entity should:<br><br> <br><br><br> <br>(a)<br> have a remuneration committee which:<br><br> <br><br><br> <br>(i)<br> has at least three members, a majority of whom are independent Directors; and<br><br> <br><br><br> <br>(ii)<br> is chaired by an independent Director, and disclose:<br><br> <br><br><br> <br>a.<br> the charter of the committee;<br><br> <br><br><br> <br>b.<br> the members of the committee; and<br><br> <br><br><br> <br>c.<br> as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances<br> of the members at those meetings; or<br><br> <br><br><br> <br>(b)<br> if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition<br> of remuneration for Directors and senior executives and ensuring that such remuneration is appropriate and not excessive. | YES | (a)<br> The Company’s Corporate Governance Plan contains a Remuneration and Nomination Committee Charter that provides for the<br> creation of a Remuneration and Nomination Committee (if it is considered it will benefit the Company), with at least three members,<br> a majority of whom must be independent Directors, and which must be chaired by an independent Director.<br><br> <br><br><br> <br>The<br> Board has established a Remuneration and Nomination Committee in July 2024. In accordance with its Charter, the Remuneration and<br> Nomination Committee is structured such that it consists solely of Non-Executive Directors, is chaired by an independent Non-Executive<br> Director and has at least three Non-Executive Directors as members. The Charter was last reviewed in June 2024 and is reviewed from<br> time to time to ensure that it meets best practice standards, complies with the ASX Corporate Governance Principles and Recommendations,<br> and meets the needs of the Company and the Committee. The Charter is available on the Company’s corporate governance page on<br> the Company’s website.<br><br> <br><br><br> <br>The<br> Chair of the Remuneration and Nomination Committee is Mr Avi Geller. The other members of the Committee are Mr Dovi Berger (appointed<br> 1 July 2025) and Mr Richard Beazley. Three of three Committee members are Non-Executive Directors, and the Board considers all of<br> the Non-Executive Directors on the Committee to be independent.<br><br> <br><br><br> <br>Other<br> Board members, including the Executive Directors, are invited to attend these meetings.<br><br> <br><br><br> <br>(b)<br> The Company has established a Remuneration and Nominations Committee. The Remuneration and Nominations Committee’s objectives<br> and compliance are detailed in the Remuneration and Nominations Committee Charter available on the Company’s website at<br> https://novaminerals.com.au/about-nova/corporate-governance-new/.<br><br> <br><br><br> <br>The<br> Company’s remuneration framework for Directors and Group Executives is set out in the Remuneration Report of the Annual Report.<br> The Remuneration Report includes a summary of Company policies and practices for determining the nature and amount of remuneration<br> for non-executive Directors and Group Executives, and the relationship between those policies and Company performance. |
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| --- | | RECOMMENDATIONs (FOURTHP EDITION) | COMPLY | EXPLANATION | | --- | --- | --- | | | | Details<br> of the nature and amount of each element of the remuneration of Directors and Key Management Personnel of the Company are disclosed<br> in the relevant section of the Annual Report. There is no retirement benefit scheme for Directors other than payment of statutory<br> superannuation and Non-Executive Directors are not eligible for performance-based remuneration.<br><br> <br><br><br> <br>The<br> Company has adopted a Securities Trading Policy that includes a prohibition (without Board approval) on margin lending, hedging,<br> derivative and any other secured financing arrangement by certain personnel (including Directors, Key Management Personnel, executives,<br> and certain other employees). Those persons are prohibited from entering into such arrangements which would have the effect of limiting<br> their exposure to risk in relation to all or part of their remuneration that has not vested, or has vested but remains subject to<br> a restriction arrangement. The Company’s Securities Trading Policy is available on the Company’s website at https://novaminerals.com.au/about-nova/corporate-governance-new/. | | Recommendation 8.2<br><br> <br><br><br> <br>A<br> listed entity should separately disclose its policies and practices regarding the remuneration of non-executive Directors and the<br> remuneration of executive Directors and other senior executives. | YES | The Company’s Corporate Governance Plan requires the Board to disclose its policies and practices regarding the remuneration of Directors and senior executives, which is disclosed in its Annual Report. | | Recommendation 8.3<br><br> <br><br><br> <br>A<br> listed entity which has an equity-based remuneration scheme should:<br><br> <br><br><br> <br>(a)<br> have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise)<br> which limit the economic risk of participating in the scheme; and<br><br> <br><br><br> <br>(b)<br> disclose that policy or a summary of it. | YES | (a)<br> The Company had an equity-based remuneration scheme during the past financial year. The Company’s Trading Policy prohibits the<br> use of any derivatives or other products which operate to limit the economic risk of unvested securities through the scheme. The<br> Corporate Governance Plan, which incorporates the Trading Policy, is available on the Company’s website.<br><br> <br>(b)<br> Executives are prohibited from entering into transactions or arrangements which limit the economic risk of participating in<br> equity-based remuneration or in unvested entitlements. | | Additional recommendations that apply only in certain cases | | | | Recommendation 9.1<br><br> <br><br><br> <br>A<br> listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate<br> documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the<br> discussions at those meetings and understands and can discharge their obligations in relation to those documents. | N/A | Not applicable. |
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| --- | | RECOMMENDATIONs (FOURTHP EDITION) | COMPLY | EXPLANATION | | --- | --- | --- | | Recommendation 9.2<br><br> <br><br><br> <br>A<br> listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time. | N/A | Not applicable. | | Recommendation 9.3<br><br> <br><br><br> <br>A<br> listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external<br> auditor attends its AGM and is available to answer questions from security holders relevant to the audit. | N/A | Not applicable. |
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Rules4.7.3 and 4.10.3
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
| Name<br> of entity | |
|---|---|
| NOVA MINERALS LIMITED<br><br> <br>**** | |
| ABN/ARBN | Financial<br> year ended: |
| --- | --- |
| 84 006 690 348<br><br> <br>**** | 30 JUNE 2025 |
Our corporate governance statement^1^ for the period above can be found at:^2^
| ☐ | These<br> pages of our annual report: | |
|---|---|---|
| ☒ | This<br> URL on our website: | http://novaminerals.com.au |
The Corporate Governance Statement is accurate and up to date as at 17 September 2025 and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.^3^
| Date: | 17<br> September 2025 |
|---|---|
| Name<br> of authorised officer authorising lodgement: |  <br><br> <br>Ian Pamensky |
^1.^“Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.
The Appendix 4G is not a substitute for, and is not to be confused with, the entity’s corporate governance statement. They serve different purposes and an entity must produce each of them separately.
^2.^Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
^3.^Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.
See notes 4 and 5 below for further instructions on how to complete this form.
| **ASX Listing Rules Appendix 4G** \(current at 17/7/2020\) | Page 1 |
| --- | --- | | Appendix 4G<br><br> <br>Key to Disclosures Corporate Governance Council Principles and Recommendations | | --- |
ANNEXURE– KEY TO CORPORATE GOVERNANCE DISCLOSURES
| Corporate Governance Council recommendation | Where a box below is ticked,^4^ we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:^5^ | |
|---|---|---|---|
| Principle 1 – Lay solid foundations for management and oversight | |||
| 1.1 | A<br> listed entity should have and disclose a board charter setting out:<br><br> <br>(a)<br> the respective roles and responsibilities of its board and management; and<br><br> <br>(b)<br> those matters expressly reserved to the board and those delegated to management. | ☒<br><br> <br>and<br> we have disclosed a copy of our board charter at:<br><br> <br>https://novaminerals.com.au/about-nova/corporate-governance-new/ | ☐<br> set out in our Corporate Governance Statement OR<br><br> <br><br><br> <br>☐<br> we are an externally managed entity and this recommendation is therefore not applicable |
| 1.2 | A<br> listed entity should:<br><br> <br>(a)<br> undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director;<br> and<br><br> <br>(b)<br> provide security holders with all material information in its possession relevant to a decision on whether or not to elect or<br> re-elect a director. | ☒ | ☐<br> set out in our Corporate Governance Statement OR<br><br> <br><br><br> <br>☐<br> we are an externally managed entity and this recommendation is therefore not applicable |
| 1.3 | A<br> listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. | ☒ | ☐<br> set out in our Corporate Governance Statement OR<br><br> <br><br><br> <br>☐<br> we are an externally managed entity and this recommendation is therefore not applicable |
| 1.4 | The<br> company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the<br> proper functioning of the board. | ☒ | ☐<br> set out in our Corporate Governance Statement OR<br><br> <br><br><br> <br>☐<br> we are an externally managed entity and this recommendation is therefore not applicable |
^4^Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “insert location” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”).
^5^If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.
| **ASX Listing Rules Appendix 4G** \(current at 17/7/2020\) | Page 2 |
| --- | --- | | Appendix 4G<br><br> <br>Key to Disclosures Corporate Governance Council Principles and Recommendations | | --- | | Corporate Governance Council recommendation | | Where a box below is ticked, we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are: | | --- | --- | --- | --- | | 1.5 | A<br> listed entity should:<br><br> <br>(a)<br> have and disclose a diversity policy;<br><br> <br>(b)<br> through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its<br> board, senior executives and workforce generally; and<br><br> <br>(c)<br> disclose in relation to each reporting period:<br><br> <br>(1)<br> the measurable objectives set for that period to achieve gender diversity;<br><br> <br>(2)<br> the entity’s progress towards achieving those objectives; and<br><br> <br>(3)<br> either:<br><br> <br>(A)<br> the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including<br> how the entity has defined “senior executive” for these purposes); or<br><br> <br>(B)<br> if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent<br> “Gender Equality Indicators”, as defined in and published under that Act.<br><br> <br>If<br> the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for<br> achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within<br> a specified period. | ☐<br><br> <br>and<br> we have disclosed a copy of our diversity policy at:<br><br> <br>……………………………………………………………………………..<br><br> [insert location]<br><br> <br>and<br> we have disclosed the information referred to in paragraph (c) at:<br><br> <br>……………………………………………………………………………..<br><br> [insert location]<br><br> <br>and<br> if we were included in the S&P / ASX 300 Index at the commencement of the reporting period our measurable objective<br> for achieving gender diversity in the composition of its board of not less than 30% of its directors of each gender within a specified<br> period. | ☒<br> set out in our Corporate Governance Statement https://novaminerals.com.au/company/corporate-governance-new/ OR<br><br> <br><br><br> <br>☐<br> we are an externally managed entity and this recommendation is therefore not applicable | | 1.6 | A<br> listed entity should:<br><br> <br>(a)<br> have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors;<br> and<br><br> <br>(b)<br> disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in<br> respect of that period. | ☒<br><br> <br>and<br> we have disclosed the evaluation process referred to in paragraph (a) at: https://novaminerals.com.au/company/corporate-governance-new/ and<br> whether a performance evaluation was undertaken for the reporting period in accordance with that process in our Corporate Governance<br> Statement | ☐<br> set out in our Corporate Governance Statement OR<br><br> <br><br><br> <br>☐<br> we are an externally managed entity and this recommendation is therefore not applicable |
| **ASX Listing Rules Appendix 4G** \(current at 17/7/2020\) | Page 3 |
| --- | --- | | Appendix 4G<br><br> <br>Key to Disclosures Corporate Governance Council Principles and Recommendations | | --- | | Corporate Governance Council recommendation | | Where a box below is ticked, we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are: | | --- | --- | --- | --- | | 1.7 | A<br> listed entity should:<br><br> <br>(a)<br> have and disclose a process for evaluating the performance of its senior executives at least once every reporting period;<br> and<br><br> <br>(b)<br> disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in<br> respect of that period. | ☒<br><br> <br>and<br> we have disclosed the evaluation process referred to in paragraph (a) at:<br><br> <br>https://novaminerals.com.au/company/corporate-governance-new/<br> and whether a performance evaluation was undertaken for the reporting period in accordance with that process in our Corporate<br> Governance Statement | ☐<br> set out in our Corporate Governance Statement OR<br><br> <br><br><br> <br>☐<br> we are an externally managed entity and this recommendation is therefore not applicable | | Principle 2 - Structure the board to BE EFFECTIVE AND add value | | | | | 2.1 | The<br> board of a listed entity should:<br><br> <br>(a)<br> have a nomination committee which:<br><br> <br>(1)<br> has at least three members, a majority of whom are independent directors; and<br><br> <br>(2)<br> is chaired by an independent director,<br><br> <br>and<br> disclose:<br><br> <br>(3)<br> the charter of the committee;<br><br> <br>(4)<br> the members of the committee; and<br><br> <br>(5)<br> as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances<br> of the members at those meetings; or<br><br> <br>(b)<br> if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and<br> to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to<br> discharge its duties and responsibilities effectively. | ☒<br><br> <br>and<br> we have disclosed a copy of the charter of the committee at:<br><br> <br>https://novaminerals.com.au/company/corporate-governance-new/<br> and we have disclosed the fact that we do have a nomination committee and the processes we employ to address board succession<br> issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable<br> it to discharge its duties and responsibilities effectively in our Corporate Governance Statement. | ☐<br> set out in our Corporate Governance Statement OR<br><br> <br><br><br> <br>☐<br> we are an externally managed entity and this recommendation is therefore not applicable |
| **ASX Listing Rules Appendix 4G** \(current at 17/7/2020\) | Page 4 |
| --- | --- | | Appendix 4G<br><br> <br>Key to Disclosures Corporate Governance Council Principles and Recommendations | | --- | | Corporate Governance Council recommendation | | Where a box below is ticked, we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are: | | --- | --- | --- | --- | | 2.2 | A<br> listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking<br> to achieve in its membership. | ☒<br><br> <br>and<br> we have disclosed the skills to be included in a Board Skills Matrix in our Corporate Governance Statement. | ☐<br> set out in our Corporate Governance Statement OR<br><br> <br><br><br> <br>☐<br> we are an externally managed entity and this recommendation is therefore not applicable | | 2.3 | A<br> listed entity should disclose:<br><br> <br>(a)<br> the names of the directors considered by the board to be independent directors;<br><br> <br>(b)<br> if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the<br> opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in<br> question and an explanation of why the board is of that opinion; and<br><br> <br>(c)<br> the length of service of each director. | ☒<br><br> <br>and<br> we have disclosed the names of the directors considered by the board to be independent directors in our Corporate Governance Statement<br> and, where applicable, the information referred to in paragraph (b) in our Corporate Governance Statement and the length of service<br> of each director in the Directors Report of the June 2025 Annual Report. | ☐<br> set out in our Corporate Governance Statement | | 2.4 | A<br> majority of the board of a listed entity should be independent directors. | ☒ | ☐<br> set out in our Corporate Governance Statement OR<br><br> <br><br><br> <br>☐<br> we are an externally managed entity and this recommendation is therefore not applicable | | 2.5 | The<br> chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the<br> CEO of the entity. | ☒<br><br> Mr Richard Beazley was appointed as non-executive Chairman on 24 July 2024. Mr Simens was acting chair to 24 July 2024. Mr Beazley is an independent Director. | ☐<br> set out in our Corporate Governance Statement OR<br><br> <br><br><br> <br>☐<br> we are an externally managed entity and this recommendation is therefore not applicable | | 2.6 | A<br> listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing<br> directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively. | ☒ | ☐<br> set out in our Corporate Governance Statement OR<br><br> <br><br><br> <br>☐<br> we are an externally managed entity and this recommendation is therefore not applicable |
| **ASX Listing Rules Appendix 4G** \(current at 17/7/2020\) | Page 5 |
| --- | --- | | Appendix 4G<br><br> <br>Key to Disclosures Corporate Governance Council Principles and Recommendations | | --- | | Corporate Governance Council recommendation | | Where a box below is ticked, we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are: | | --- | --- | --- | --- | | Principle 3 – INSTIL A CULTURE of acting lawfully, ethically and responsibly | | | | | 3.1 | A<br> listed entity should articulate and disclose its values. | ☒<br><br> <br>and<br> we have disclosed our values at:<br><br> <br>https://novaminerals.com.au/company/corporate-governance-new/ | ☐<br> set out in our Corporate Governance Statement | | 3.2 | A<br> listed entity should:<br><br> <br>(a)<br> have and disclose a code of conduct for its directors, senior executives and employees; and<br><br> <br>(b)<br> ensure that the board or a committee of the board is informed of any material breaches of that code. | ☒<br><br> <br>and<br> we have disclosed our code of conduct at:<br><br> <br>https://novaminerals.com.au/company/corporate-governance-new/ | ☐<br> set out in our Corporate Governance Statement | | 3.3 | A<br> listed entity should:<br><br> <br>(a)<br> have and disclose a whistleblower policy; and<br><br> <br>(b)<br> ensure that the board or a committee of the board is informed of any material incidents reported under that policy. | ☒<br><br> <br>and<br> we have disclosed our Whistleblower policy at:<br><br> <br>https://novaminerals.com.au/company/corporate-governance-new/ | ☐<br> set out in our Corporate Governance Statement | | 3.4 | A<br> listed entity should:<br><br> <br>(a)<br> have and disclose an anti-bribery and corruption policy; and<br><br> <br>(b)<br> ensure that the board or committee of the board is informed of any material breaches of that policy. | ☒<br><br> <br>and<br> we have disclosed our anti-bribery and corruption policy at:<br><br> <br>https://novaminerals.com.au/company/corporate-governance-new/ | ☐<br> set out in our Corporate Governance Statement | | Principle 4 – safeguard the integrity of corporate reports | | | | | 4.1 | The<br> board of a listed entity should:<br><br> <br>(a)<br> have an audit committee which:<br><br> <br>(1)<br> has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and<br><br> <br>(2)<br> is chaired by an independent director, who is not the chair of the board,<br><br> <br>and<br> disclose:<br><br> <br>(3)<br> the charter of the committee;<br><br> <br>(4)<br> the relevant qualifications and experience of the members of the committee; and<br><br> <br>(5)<br> in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of<br> the members at those meetings; or<br><br> <br>(b)<br> if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the<br> integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the<br> rotation of the audit engagement partner. | ☒<br><br> <br>and<br> we have disclosed a copy of the charter of the committee at:<br><br> <br>https://novaminerals.com.au/company/corporate-governance-new/<br>and we have disclosed the fact that we had a committee at 30 June 2025. We have disclosed the fact that we do have an audit committee<br>and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes<br>for the appointment and removal of the external auditor and the rotation of the audit engagement partner at:<br><br> <br><br><br> <br>The Company confirms the<br>Audit and Risk Committee is comprised of independent Directors.<br><br> <br><br><br><br><br>The Company confirms the Company has adopted a formal Audit and Risk Committee Charter which is disclosed on the<br>Company’s website<br><br><br><br><br> <br>https://novaminerals.com.au/company/corporate-governance-new/<br><br> <br><br><br> <br>The Company confirms that the skills, experience and expertise of the Directors on the Audit and Risk Committee are detailed in the Board<br>of Directors section of the Directors’ Report in the Annual Report.<br><br> <br><br><br> <br>The Company confirms the number of meetings during the annual<br>reporting period and the individual attendance at those meetings is disclosed in the Directors’ Report in the Annual Report | ☐<br> set out in our Corporate Governance Statement |
| **ASX Listing Rules Appendix 4G** \(current at 17/7/2020\) | Page 6 |
| --- | --- | | Appendix 4G<br><br> <br>Key to Disclosures Corporate Governance Council Principles and Recommendations | | --- | | Corporate Governance Council recommendation | | Where a box below is ticked, we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are: | | --- | --- | --- | --- | | 4.2 | The<br> board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from<br> its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that<br> the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position<br> and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal<br> control which is operating effectively. | ☒ The Company confirms that the assurance was provided by both the CEO and CFO. | ☐<br> set out in our Corporate Governance Statement | | 4.3 | A<br> listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that<br> is not audited or reviewed by an external auditor. | ☒ | ☐<br> set out in our Corporate Governance Statement | | Principle 5 – Make timely and balanced disclosure | | | | | 5.1 | A<br> listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule<br> 3.1. | ☒<br><br> <br>and<br> we have disclosed our continuous disclosure compliance policy at:<br><br> <br>https://novaminerals.com.au/company/corporate-governance-new/<br><br> <br>The policy describes the Company’s approach to disclosure and confirms that the Company has established a Continuous Disclosure<br>Policy which is available on the Company’s website. | ☐<br> set out in our Corporate Governance Statement | | 5.2 | A<br> listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made. | ☒ describes the Company’s approach to disclosure and confirms that on confirmation of receipt from the ASX, the Company will promptly<br>ensure that its Board of Directors receives copies of all market announcements. | ☐<br> set out in our Corporate Governance Statement | | 5.3 | A<br> listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials<br> on the ASX Market Announcements Platform ahead of the presentation. | ☒ describes the Company’s approach to disclosure and confirms that slides and presentations used in briefings and discussions with<br>analysts and institutional investors will be released prior to the briefing to the market via the ASX and posted on the Company website. | ☐<br> set out in our Corporate Governance Statement |
| **ASX Listing Rules Appendix 4G** \(current at 17/7/2020\) | Page 7 |
| --- | --- | | Appendix 4G<br><br> <br>Key to Disclosures Corporate Governance Council Principles and Recommendations | | --- | | Corporate Governance Council recommendation | | Where a box below is ticked, we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are: | | --- | --- | --- | --- | | Principle 6 – Respect the rights of sECURITY holders | | | | | 6.1 | A<br> listed entity should provide information about itself and its governance to investors via its website. | ☒<br><br> <br>and<br> we have disclosed information about us and our governance on our website at:<br><br> <br>https://novaminerals.com.au/company/corporate-governance-new/ | ☐<br> set out in our Corporate Governance Statement | | 6.2 | A<br> listed entity should have an investor relations program that facilitates effective two-way communication with investors. | ☒ | ☐<br> set out in our Corporate Governance Statement | | 6.3 | A<br> listed entity should disclose how it facilitates and encourages participation at meetings of security holders. | ☒<br><br> <br>and<br> we have disclosed how we facilitate and encourage participation at meetings of security holders in our Corporate Governance Statement | ☐<br> set out in our Corporate Governance Statement | | 6.4 | A<br> listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by<br> a show of hands. | ☒<br> Voting at the 2024 Annual General Meeting was decided by poll. Voting via a poll will also be used at the 2025 Annual General Meeting. | ☐<br> set out in our Corporate Governance Statement | | 6.5 | A<br> listed entity should give security holders the option to receive communications from, and send communications to, the entity and<br> its security registry electronically. | ☒<br> confirms that the Company’s shareholders may communicate electronically with the Company and its external share registry, Automic. | ☐<br> set out in our Corporate Governance Statement | | Principle 7 – RECOGNISE AND MANAGE RISK | | | | | 7.1 | The<br> board of a listed entity should:<br><br> <br>(a)<br> have a committee or committees to oversee risk, each of which:<br><br> <br>(1)<br> has at least three members, a majority of whom are independent directors; and<br><br> <br>(2)<br> is chaired by an independent director,<br><br> <br>and<br> disclose:<br><br> <br>(3)<br> the charter of the committee;<br><br> <br>(4)<br> the members of the committee; and<br><br> <br>(5)<br> as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances<br> of the members at those meetings; or<br><br> <br>(b)<br> if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for<br> overseeing the entity’s risk management framework. | ☒<br><br> <br>and<br> we have disclosed a copy of the charter of the committee at:<br><br> <br>https://novaminerals.com.au/company/corporate-governance-new/<br> and we have disclosed the fact that we do have a risk committee or committees that satisfy (a) and the processes we employ for<br> overseeing our risk management framework in our Corporate Governance Statement.<br><br> <br><br><br> <br>The<br> Company confirms the Audit and Risk Committee is comprised of independent Directors.<br><br> <br><br><br> <br>The<br> Company confirms that the Company has adopted a formal Audit and Risk Committee Charter which is disclosed on the Company’s<br> website.<br><br> <br><br><br> <br>The<br>Company confirms the number of meetings during the annual reporting period and the individual attendance at those meetings is disclosed<br>in the Directors’ Report in the Annual Report. | ☐<br> set out in our Corporate Governance Statement |
| **ASX Listing Rules Appendix 4G** \(current at 17/7/2020\) | Page 8 |
| --- | --- | | Appendix 4G<br><br> <br>Key to Disclosures Corporate Governance Council Principles and Recommendations | | --- | | Corporate Governance Council recommendation | | Where a box below is ticked, we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are: | | --- | --- | --- | --- | | 7.2 | The<br> board or a committee of the board should:<br><br> <br>(a)<br> review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the<br> entity is operating with due regard to the risk appetite set by the board; and<br><br> <br>(b)<br> disclose, in relation to each reporting period, whether such a review has taken place. | ☒<br><br> <br>and<br> we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period in<br> the Corporate Governance Statement and at:<br><br> <br>https://novaminerals.com.au/company/corporate-governance-new/<br><br> <br>The Company confirms that a review of the Company’s risk management framework has taken place. | ☐<br> and we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period in<br> our Corporate Governance Statement | | 7.3 | A<br> listed entity should disclose:<br><br> <br>(a)<br> if it has an internal audit function, how the function is structured and what role it performs; or<br><br> <br>(b)<br> if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the<br> effectiveness of its governance, risk management and internal control processes. | ☒<br><br> <br>The<br> Company does not consider it necessary, at this time, to have a formal internal audit function and we have disclosed the fact that<br> we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of<br> our risk management and internal control processes in our Corporate Governance Statement. | ☐<br> set out in our Corporate Governance Statement | | 7.4 | A<br> listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages<br> or intends to manage those risks. | ☒<br><br> <br>and<br> we have disclosed whether we have any material exposure to environmental and social risks in our Corporate Governance Statement and,<br> if we do, how we manage or intend to manage those risks at:<br><br> <br>https://novaminerals.com.au/environmental/#<br><br> <br><br><br> <br>The Company confirms that the risks that affect the Company and how it manages those risks are described in the Annual Report.<br><br> <br><br><br> <br>The<br> Company has completed a Sustainability Review and the Sustainability Report will be separately lodged with the ASX and disclosed<br> on the Company website. | ☐<br> set out in our Corporate Governance Statement | | Principle 8 – REMUNERATE FAIRLY AND RESPONSIBLY | | | | | 8.1 | The<br> board of a listed entity should:<br><br> <br>(a)<br> have a remuneration committee which:<br><br> <br>(1)<br> has at least three members, a majority of whom are independent directors; and<br><br> <br>(2)<br> is chaired by an independent director,<br><br> <br>and<br> disclose:<br><br> <br>(3)<br> the charter of the committee;<br><br> <br>(4)<br> the members of the committee; and<br><br> <br>(5)<br> as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances<br> of the members at those meetings; or<br><br> <br>(b)<br> if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition<br> of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive. | ☒<br><br> <br>and<br> we have disclosed a copy of the charter of the committee at:<br><br> <br>https://novaminerals.com.au/company/corporate-governance-new/<br> and we have disclosed the fact that we did not have a remuneration committee at 30 June 2025, but have subsequently formed a<br> committee. This includes the processes we employ for setting the level and composition of remuneration for directors and senior executives<br> and ensuring that such remuneration is appropriate and not excessive in our Corporate Governance Statement. | ☐<br> set out in our Corporate Governance Statement OR<br><br> <br><br><br> <br>☐<br> we are an externally managed entity and this recommendation is therefore not applicable |
| **ASX Listing Rules Appendix 4G** \(current at 17/7/2020\) | Page 9 |
| --- | --- | | Appendix 4G<br><br> <br>Key to Disclosures Corporate Governance Council Principles and Recommendations | | --- | | Corporate Governance Council recommendation | | Where a box below is ticked, we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are: | | --- | --- | --- | --- | | 8.2 | A<br> listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the<br> remuneration of executive directors and other senior executives. | ☒<br><br> <br>and<br> we have disclosed separately our remuneration policies and practices regarding the remuneration of non-executive directors and the<br> remuneration of executive directors and other senior executives in the Remuneration Report set out in the 2025 Annual Report. | ☐<br> set out in our Corporate Governance Statement OR<br><br> <br><br><br> <br>☐<br> we are an externally managed entity and this recommendation is therefore not applicable | | 8.3 | A<br> listed entity which has an equity-based remuneration scheme should:<br><br> <br>(a)<br> have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise)<br> which limit the economic risk of participating in the scheme; and<br><br> <br>(b)<br> disclose that policy or a summary of it. | ☒<br><br> <br>and<br> we have disclosed our policy on this issue or a summary of it in our Corporate Governance Statement | ☐<br> set out in our Corporate Governance Statement OR<br><br> <br><br><br> <br>☐<br> we do not have an equity-based remuneration scheme and this recommendation is therefore not applicable OR<br><br> <br><br><br> <br>☐<br> we are an externally managed entity and this recommendation is therefore not applicable | | ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES | | | | | 9.1 | A<br> listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate<br> documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the<br> discussions at those meetings and understands and can discharge their obligations in relation to those documents. | N/A | ☐<br> set out in our Corporate Governance Statement OR<br><br> <br><br><br> <br>☐<br> we do not have a director in this position and this recommendation is therefore not applicable OR<br><br> <br><br><br> <br>☐<br> we are an externally managed entity and this recommendation is therefore not applicable | | 9.2 | A<br> listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time. | N/A | ☐<br> set out in our Corporate Governance Statement OR<br><br> <br><br><br> <br>☐<br> we are established in Australia and this recommendation is therefore not applicable OR<br><br> <br><br><br> <br>☐<br> we are an externally managed entity and this recommendation is therefore not applicable | | 9.3 | A<br> listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external<br> auditor attends its AGM and is available to answer questions from security holders relevant to the audit. | N/A | ☐<br> set out in our Corporate Governance Statement OR<br><br> <br><br><br> <br>☐<br> we are established in Australia and not an externally managed listed entity and this recommendation is therefore not<br> applicable<br><br> <br><br><br> <br>☐<br> we are an externally managed entity that does not hold an AGM and this recommendation is therefore not applicable | | ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES | | | | | - | Alternative to Recommendation 1.1 for externally managed listed entities:<br><br> <br>The<br> responsible entity of an externally managed listed entity should disclose:<br><br> <br>(a)<br> the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; and<br><br> <br>(b)<br> the role and responsibility of the board of the responsible entity for overseeing those arrangements. | ☐<br><br> <br>N/A | ☐<br> set out in our Corporate Governance Statement | | - | Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities:<br><br> <br>An<br> externally managed listed entity should clearly disclose the terms governing the remuneration of the manager. | ☐<br><br> <br>N/A | ☐<br> set out in our Corporate Governance Statement |
| **ASX Listing Rules Appendix 4G** \(current at 17/7/2020\) | Page 10 |
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