Nova Minerals Limited(NVA) - 2025 Q4 - Annual Report

FORM 20-F Cover Page Form Type and Registrant Information This Annual Report on Form 20-F for FY2025 details Nova Minerals Limited, an Australian company headquartered in Caulfield, Victoria - The filing is an Annual Report on Form 20-F for the fiscal year ended June 30, 2025[2] - Nova Minerals Limited is incorporated in Australia with its principal executive offices in Caulfield, Victoria[3] Securities and Filing Status Nova Minerals' ADSs trade on Nasdaq (NVA), each representing 60 ordinary shares; the company is a non-accelerated, emerging growth filer Registered Securities | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------ | :---------------- | :---------------------------------------- | | American Depositary Shares, each representing 60 ordinary shares, no par value | NVA | Nasdaq Capital Market | | Ordinary shares, no par value* | N/A | N/A | - The number of outstanding ordinary shares as of September 19, 2025, was 401,501,417[5] - The registrant is classified as a non-accelerated filer and an emerging growth company[11] - The company prepares its financial statements in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board[12] Table of Contents Presentation of Financial and Other Information Financial Statements and Corporate Information Financial statements are in Australian dollars under IFRS for fiscal years ending June 30; Nova is an Australian company listed on ASX and Nasdaq - All financial statements are presented in Australian dollars (A$) and prepared in accordance with IFRS for fiscal years ending June 30[19] - Translations from Australian dollars to U.S. dollars in this report use a rate of A$1.00 per US$0.6636 as of September 12, 2025[19] - Nova Minerals Limited's ordinary shares are listed on the ASX (NVA), and its ADSs (each representing 60 ordinary shares) and warrants are listed on Nasdaq (NVA, NVAWW)[20] Corporate Events and Market Data A July 2025 public offering raised over US$12.1 million; market data is based on third-party sources and internal assumptions, not independently verified July 2025 Public Offering Proceeds | Item | Amount (US$) | | :--- | :--- | | Gross proceeds from initial offering (1,200,000 ADSs) | 11,100,000 | | Gross proceeds from over-allotment option (108,400 ADSs) | 1,002,700 | | Total Gross Proceeds | 12,102,700 | - As of September 19, 2025, there were 401,501,417 ordinary shares issued and outstanding[22] - Market, economic, and industry data in the report are derived from third-party sources and internal assumptions, which are not independently verified and may not be reliable indicators of future results[23] Technical Mining Information and Terms The company, in exploration, has inferred, indicated, and measured mineral resources but no proven reserves, with estimates differing from SEC S-K 1300 standards Cautionary Note Regarding Presentation of Mineral Reserve and Mineral Resource Estimates Qualified Persons Statement Glossary of Mining Terms - The company has inferred, indicated, and measured mineral resources but no mineral reserves, and is still in the exploration stage with no commercial production at the Estelle Project[29][30] - A formal Feasibility Study (FS) for the Estelle Project is not expected to be completed until 2026, meaning estimated proven or probable mineral reserves, mine life, and gold pricing cannot be determined yet[30] - Estimates of inferred mineral resources have a high degree of uncertainty and may not form the basis of an economic analysis under S-K 1300[31] Note Regarding Forward-Looking Statements Forward-looking statements in this report involve substantial risks and uncertainties, cautioning investors that actual results may differ materially - Forward-looking statements in the report involve substantial risks and uncertainties, including those related to future operations, business plans, and strategies[40] - Factors that may materially affect actual results include expectations regarding revenue, expenses, operations, funding, exploration results, environmental issues, permits, government regulation, and key personnel[41] PART I ITEM 1. Identity of Directors, Senior Management and Advisers This item states that the information regarding the identity of directors, senior management, and advisers is not applicable in this section ITEM 2. Offer Statistics and Expected Timetable This item indicates that information regarding offer statistics and expected timetable is not applicable ITEM 3. Key Information A. [Reserved] B. Capitalization and Indebtedness This section states that information regarding capitalization and indebtedness is not applicable in this part of the report C. Reasons for the Offer and Use of Proceeds This section indicates that information regarding the reasons for the offer and use of proceeds is not applicable D. Risk Factors Investment in Nova Minerals carries risks including unproven reserves, Estelle Project dependence, commodity price volatility, high capital needs, and regulatory challenges Summary of Key Risks Risks Related to Our Business and Industry Risks Related to Ownership of the ADSs and the Warrants - The Estelle Project currently has estimated measured, indicated, and inferred gold resources but no known mineral reserves, and there is no assurance of establishing commercially exploitable quantities[49][55][56] - The company has no history of producing metals from its current mineral property and does not operate any mines, making the development of the Estelle Project highly speculative[50][58][68] - Profitability and cash flows are significantly affected by volatile market prices for gold and antimony, which have fluctuated widely due to various global factors[50][63] - The company has negative cash flows from operating activities and will require additional financing to fund exploration and development, with no assurance of obtaining such funds on acceptable terms[50][84][87] - Development of the Estelle Project is subject to extensive environmental laws and regulations, permitting requirements, and potential opposition from various groups, which could cause delays and increased costs[50][72][79][80][81][92][97][98][99][102] - As a foreign private issuer, Nova Minerals Limited is exempt from certain U.S. securities laws and Nasdaq corporate governance standards, which may afford less protection to ADS holders[173][175] ITEM 4. Information on the Company A. History and Development of the Company Incorporated in Australia in 1987, Nova acquired an 85% Estelle Project interest in 2017, completed Nasdaq IPOs in 2024/2025, and reduced exploration capital expenditures - Nova Minerals Limited was incorporated in Australia in January 1987 and has been listed on the ASX since 1987. Its ADSs and public warrants are listed on the Nasdaq Capital Market[192] - In 2017, the company entered a joint venture for the Estelle Project in Alaska, acquiring an 85% ownership interest[193] Public Offering Details | Offering Date | Securities | Gross Proceeds (US$) | | :------------ | :--------- | :------------------- | | July 25, 2024 (IPO) | 475,000 ADSs + 475,000 Warrants (plus over-allotment) | ~3.3 million | | July 16, 2025 | 1,200,000 ADSs (plus over-allotment) | 12,102,700 | Capital Expenditures (A$) | Fiscal Year Ended June 30 | Amount | | :------------------------ | :----- | | 2025 | 7,090,323 | | 2024 | 11,150,476 | | 2023 | 22,440,925 | B. Business Overview Nova Minerals, an ASX/Nasdaq-listed exploration company, focuses on Alaska's Estelle Project, holding 5.17 Moz Au and high-grade antimony, pursuing dual-commodity production Our Company The Estelle Gold and Critical Minerals Project The year-round Estelle Project in Alaska hosts 5.17 Moz Au and high-grade antimony, with ongoing drilling, metallurgical testing, and critical mineral extraction exploration Project Description, Location and Access Mining Claims Project History Exploration 2025 Planned Exploration Surface Exploration Summary Drilling Summary Geological Setting Mineralization and Deposit Types Sampling, Analysis and Data Verification Mineral Resource Estimates Mineral Processing, Metallurgical Testing and Recovery Methods Mining Methods Economic Analysis Our Opportunity - The Estelle Project is located approximately 150km northwest of Anchorage, Alaska, within the Tintina Gold Belt, which has a 220 Moz documented gold endowment[201][205] - The project is a year-round operation with an 80-person camp, sample processing facility, helipad, and a 4,000-foot airstrip, with anticipated improved access via the proposed West Susitna Access Road[207][208] - The Estelle Project is encompassed by 803 Alaska State mining claims, wholly owned by AK Custom Mining LLC (85% Nova Minerals, 15% AK Minerals Pty Ltd), subject to a 2% net smelter royalty[210] - As of June 30, 2025, total capitalized exploration and evaluation expenditure on the property was A$100,135,725, with associated plant and equipment valued at A$2,244,700[213] - The project hosts 4 large IRGS deposits (Korbel Main, RPM North, RPM South, Cathedral) and over 20 identified gold prospects, with 6 showing co-incident antimony[216] Gold Mineral Resource Estimate (Nova's 85% Attributable Interest) as of January 31, 2024 | Deposit | Cutoff (g/t) | Measured (MT) | Measured (Au g/t) | Measured (Moz) | Indicated (MT) | Indicated (Au g/t) | Indicated (Moz) | Measured + Indicated (MT) | Measured + Indicated (Au g/t) | Measured + Indicated (Moz) | Inferred (MT) | Inferred (Au g/t) | Inferred (Moz) | Total (MT) | Total (Au g/t) | Total (Moz) | | :-------- | :----------- | :------------ | :---------------- | :------------- | :------------- | :------------------ | :-------------- | :------------------------ | :---------------------------- | :------------------------- | :------------ | :---------------- | :------------- | :--------- | :------------- | :---------- | | RPM North | 0.20 | 1.2 | 4.1 | 0.16 | 2.6 | 1.6 | 0.13 | 3.7 | 2.4 | 0.29 | 20 | 0.60 | 0.39 | 24 | 0.89 | 0.68 | | RPM South | 0.20 | - | - | - | - | - | - | - | - | - | 20 | 0.47 | 0.30 | 20 | 0.47 | 0.30 | | Total RPM | | 1.2 | 4.1 | 0.16 | 2.6 | 1.6 | 0.13 | 3.7 | 2.4 | 0.29 | 40 | 0.54 | 0.69 | 44 | 0.70 | 0.98 | | Korbel Main | 0.15 | - | - | - | 210 | 0.31 | 2.09 | 210 | 0.31 | 2.09 | 30 | 0.27 | 0.26 | 240 | 0.31 | 2.35 | | Cathedral | 0.15 | - | - | - | - | - | - | - | - | - | 120 | 0.28 | 1.08 | 120 | 0.28 | 1.08 | | Total Korbel | | - | - | - | 210 | 0.31 | 2.09 | 210 | 0.31 | 2.09 | 150 | 0.28 | 1.34 | 360 | 0.30 | 3.43 | | Total Estelle Gold Project | | 1.2 | 4.1 | 0.16 | 213 | 0.33 | 2.22 | 214 | 0.35 | 2.38 | 190 | 0.33 | 2.03 | 404 | 0.34 | 4.41 | - A 15,000m drill program commenced in June 2025, targeting RPM, Stibium (for gold and antimony MRE), and Korbel areas[253][315] - Metallurgical testing indicates gold is easily liberated from Estelle ore bodies using conventional technology, with an average recovery of 88.3%[294] Our Competitive Strengths Nova Minerals leverages its growing resource inventory, district-scale multi-commodity project in Alaska, year-round infrastructure, high-grade antimony, and innovative exploration methods - The company has discovered a district-scale gold and critical minerals project in Alaska, a safe jurisdiction, with a very low cost of discovery per ounce[318] - Key achievements include defining a large gold resource from greenfields, establishing year-round operational infrastructure, and discovering high-grade antimony[323] - Innovations include particle density X-Ray ore sorting for efficient gold-bearing vein separation and an on-site sample preparation facility to reduce costs and improve assay turnaround times[324] Our Growth Strategies Nova Minerals aims for rapid gold production at Estelle and a U.S. antimony supply chain, considering three scalable mine options, targeting initial production by 2027 - The primary growth strategy is to achieve gold production at the Estelle Project as quickly as possible and simultaneously secure a U.S. domestic supply chain for antimony[321] - Three development options are being considered: a high-grade RPM starter mine, an expanded project (Korbel + RPM + Regional), and a stand-alone antimony-gold starter mine (contingent on U.S. Department of Defense grants)[322] - Key milestones for 2025-2026 include a 15,000m drill program, FS trade-off studies, a global MRE update for gold, a maiden MRE for antimony, and the completion of the FS for both starter and expanded mine options[328] - Initial production for the high-grade RPM starter mine is projected for 2027, and for the stand-alone antimony-gold starter mine (subject to DoD funding) for 2026[328] Gold Uses and Macro-Economic Drivers Gold is used in jewelry, investments, and electronics, increasingly in EV batteries, serving as a safe haven and inflation hedge with prices above US$3,000 per ounce - Gold is used in jewelry, coins, investments, and extensively as an industrial metal in electronics manufacturing (e.g., smartphones, computers, medical devices) due to its high electrical conductivity and resistance to tarnishing[329][332][336] - Gold is increasingly utilized in electric vehicle (EV) batteries for its conductivity and non-reactive properties, ensuring efficient electricity flow and long-term use[334] - Gold acts as a safe haven and hedge against inflation, with significant central bank purchases (record 1,136 tons in 2022) driving its price above US$3,000 per ounce[335][337][340] Antimony Uses and Macro-Economic Drivers Antimony is a critical strategic mineral vital for civil/defense applications; the U.S. lacks a domestic supply, and China's export ban caused prices to surge - Antimony is a critical and strategic mineral used in civil and defense applications due to its heat/flame resistance, anti-corrosion properties, and ability to harden materials[341] - The global antimony market is forecasted to be worth $4.5 billion by 2032, growing at a 4% CAGR from 2022 to 2032[341] - The U.S. currently has no domestic supply chain for antimony, and China, which produces 54% of the world's supply, recently banned exports to the U.S[343] - Antimony prices have increased over 250% in the past 12 months due to global supply shortages and geopolitical factors[344] - Nova Minerals is in advanced discussions for potential U.S. Department of Defense funding for its antimony project at Estelle, following high-grade stibnite discoveries[347] Material Contracts Nova Minerals holds an 85% interest in the Estelle and Farewell projects via a joint venture with AK Minerals Pty Ltd, which also receives a 2% net smelter royalty - Nova Minerals Limited and AK Minerals Pty Ltd have an Incorporated Joint Venture Agreement for the Estelle Project, with Nova owning 85% of the joint venture company AKCM (AUST) Pty Ltd[348][349] - A Minerals Royalty Agreement stipulates a 2% net smelter royalty payable to AK Minerals Pty Ltd on all ore, concentrates, or other commercial products extracted and sold[350][351] Competition Nova Minerals faces intense competition in mineral exploration for properties, expertise, labor, and capital, especially within the Tintina Belt, from companies with greater resources - The mining industry is intensely competitive, with Nova Minerals competing against companies possessing greater financial and technical resources[352] - Competition exists for mineral-rich properties, technical expertise, labor, and capital, especially within the Tintina Belt[352][353] Environmental, Social and Governance Nova Minerals commits to safe, responsible mining, fostering Alaskan community relationships, adhering to APMA environmental regulations, and investing over US$50 million locally - Nova Minerals is committed to creating a safe and environmentally responsible future mining operation, prioritizing local procurement and employment in Alaska[354] - All operations are governed by the Application for Permits to Mine in Alaska (APMA), ensuring compliance with strict environmental regulations[355] - Over the last five years, the company has invested more than US$50 million directly and indirectly into the local Alaskan economy, supporting over 50 local businesses and employing hundreds of Alaskans[356] Intellectual Property Nova Minerals Limited does not own any registered intellectual property rights - The company does not own any registered intellectual property rights[357] Facilities Nova Minerals leases its registered office in Caulfield, Australia, and owns a fully operational 80-man camp facility near the Estelle Project in Alaska. This camp is equipped for all-season use, featuring a 4,000-foot gravel airstrip, diesel generators, satellite communication, and a core preparation facility - The company's registered office is leased in Caulfield, Australia[358] - Nova owns an all-season, fully operational 80-man camp facility near the Estelle Project, equipped with a 4,000-foot gravel airstrip, diesel generators, satellite communication, and a core preparation facility[359] Legal Proceedings Nova Minerals Limited is not currently aware of any legal proceedings or claims that are expected to have a material adverse effect on its business, financial condition, or operating results - The company is not currently aware of any legal proceedings or claims that are expected to have a material adverse effect on its business, financial condition, or operating results[360] Employees and Human Capital Resources As of June 30, 2025, Nova Minerals employs one person in Australia, prioritizing an engaged, diverse, and inclusive culture essential for attracting and retaining qualified personnel - As of June 30, 2025, the company employs one person in Australia in an accounts payable capacity[361] - The company prioritizes an engaged, diverse, and inclusive culture, recognizing that attracting, training, retaining, and motivating qualified personnel is essential for its growth and success[362] Government Regulation Nova Minerals' mining activities are subject to extensive U.S. environmental regulations, holding necessary permits for Estelle, with ongoing regulatory changes potentially impacting costs and operations - Mining and exploration activities are subject to various U.S. federal, state, and local laws and regulations concerning environmental protection, including air and water quality, hazardous waste, and reclamation[363][366][367] - The company has obtained permits for its Estelle property, but these laws are continually changing and becoming more restrictive, potentially increasing costs or limiting operations[367] - Unpatented mining claims on federal land require annual maintenance fees or proof of labor to remain in good standing[365] - Nova Minerals is an exploration-stage company with the 85% owned Estelle Gold and Critical Minerals Project in Alaska, covering 127,102 acres (514km²)[200][205] - The Estelle Project contains a combined S-K 1300 compliant 5.17 Moz Au (0.18 Moz Measured, 2.54 Moz Indicated, 2.45 Moz Inferred), with Nova's 85% attributable interest being 4.41 Moz Au[203] - Recent surface sampling identified high-grade antimony and other critical minerals coincident with gold at several prospects, with drilling commenced at Stibium in June 2025 to establish a maiden mineral resource estimate for antimony[204][268] - The company's vision is to concurrently develop Estelle into a world-class gold producer and secure a U.S. domestic supply chain for strategic mineral antimony, actively seeking U.S. Department of Defense grants for this purpose[202][204] C. Organizational Structure Nova Minerals' corporate structure includes direct and indirect ownership of key subsidiaries: AKCM (AUST) Pty Ltd, Alaska Range Resources LLC, AK Operations LLC, and AK Custom Mining LLC - Nova Minerals Limited's material direct and indirect owned subsidiaries include AKCM (AUST) Pty Ltd, Alaska Range Resources LLC, AK Operations LLC, and AK Custom Mining LLC[368] - AKCM (AUST) Pty Ltd is the immediate parent of AK Operations LLC and AK Custom Mining LLC[962] D. Property, Plants and Equipment Nova Minerals holds no registered intellectual property; its physical properties include a leased Australian office and an owned, fully operational 80-man camp in Alaska with an airstrip - The company does not own any registered intellectual property rights[373] - Nova's facilities include a leased registered office in Australia and an owned, all-season, fully operational 80-man camp in Alaska, complete with a 4,000-foot gravel airstrip and essential infrastructure[374][375] ITEM 4A. Unresolved Staff Comments This item states that there are no unresolved staff comments applicable to the company ITEM 5. Operating and Financial Review and Prospects A. Operating Results Nova Minerals, an exploration-stage company, pursues a dual-commodity strategy for gold and antimony at Estelle, reporting a reduced net loss of A$11.1 million in FY2025 due to asset sales and revaluations Overview Business Outlook and Strategy Operational Highlights from Fiscal Year 2025 2026 Financial Year Next Steps Recent Developments Results of Operations Statement of Financial Position Statement of Profit or Loss and Other Comprehensive Income - Nova Minerals is focused on a dual commodity strategy to develop the Estelle Project into a world-class gold producer and secure a U.S. domestic supply chain for strategic mineral antimony[383] - FY2025 operational highlights include successful drill programs at RPM and Stibium, high-grade antimony (up to 56.7% Sb) and gold (up to 360 g/t Au) discoveries, and advancing U.S. government grant applications for antimony[385][387] - The company sold 6,600,000 shares of Snow Lake Resources Ltd. for gross proceeds of approximately US$6.73 million (A$10.85 million) on December 31, 2024[387] - The Nebari Convertible Loan of US$5.42 million was fully converted into 35,007,644 ordinary shares on January 13, 2025, eliminating outstanding indebtedness[387] Consolidated Statement of Financial Position Summary (A$) | Item | June 30, 2025 | June 30, 2024 | Change (A$) | Change (%) | | :-------------------------- | :------------ | :------------ | :---------- | :--------- | | Current assets - cash + receivables | 9,374,817 | 3,478,703 | 5,896,114 | 169% | | Investment in associate | - | 7,104,167 | (7,104,167) | -100% | | Property, plant and equipment | 2,244,700 | 2,616,080 | (371,380) | -14% | | Exploration and evaluation | 100,135,725 | 92,117,750 | 8,017,975 | 9% | | Other non-current assets | 786,890 | 1,929,321 | (1,142,431) | -59% | | Total Assets | 112,542,132 | 107,246,021 | 5,296,111 | 5% | | Current liabilities | 2,686,276 | 3,210,032 | (523,756) | -16% | | Non-current liabilities | - | 5,652,257 | (5,652,257) | -100% | | Net Assets | 109,855,856 | 98,383,732 | 11,472,124 | 12% | | Total Equity | 109,855,856 | 98,383,732 | 11,472,124 | 12% | Consolidated Statement of Profit or Loss Summary (A$) | Item | FY2025 | FY2024 | Change (A$) | Change (%) | | :-------------------------- | :------- | :------- | :---------- | :--------- | | Other income, gains and losses | (3,600,497) | (9,979,000) | 6,378,503 | (64)% | | Total Expenses | (7,498,674) | (6,410,292) | (1,088,382) | 17% | | Loss after income tax | (11,099,171) | (16,389,292) | 5,290,121 | (32)% | | Total comprehensive loss | (10,510,986) | (16,327,801) | 5,816,815 | (36)% | - The reduction in net loss for FY2025 was primarily due to a A$6,934,776 gain on the sale of Snow Lake shares and a A$1,261,489 reversal of share-based payments[401][405] - Total operating expenses increased by 17% in FY2025 due to higher listing, legal, consulting fees (related to dual listing and antimony grants), and increased marketing[399][405] B. Liquidity and Capital Resources Nova Minerals' operations are equity-financed, with A$9.08 million cash and A$6.69 million working capital as of June 30, 2025, and no debt; a July 2025 offering raised over US$12.1 million Equity Issuances Capital Requirements Cash Flows - Operations are primarily financed through equity issuances, with additional funding from interest and asset sales[410] Equity Issuances (Net Proceeds in A$) | Fiscal Year | Number of Shares | Net Proceeds (A$) | | :---------- | :--------------- | :---------------- | | 2023 | 30,687,676 | 17,273,412 | | 2024 | 4,166,920 | 985,899 | | 2025 | 107,940,536 | 23,063,709 | Liquidity and Capital Resources (A$) | Item | June 30, 2025 | June 30, 2024 | | :-------------------- | :------------ | :------------ | | Cash and cash equivalents | 9,083,315 | 3,149,909 | | Working capital | 6,688,541 | 268,671 | | Net assets | 109,855,856 | 98,383,732 | - The company is debt-free after the full conversion of the Nebari Convertible Loan in January 2025 and has no capital commitments for the next 12 months[413] - A July 2025 public offering generated US$12,102,700 in gross proceeds, expected to fund operations for over 12 months[414][416] C. Research and Development, Patents and Licenses, etc. The company currently has no significant research and development plans - The company has no significant research and development plans at present[429] D. Trend Information Aside from information disclosed elsewhere in this annual report, Nova Minerals is not aware of any trends, uncertainties, demand, commitments, or events likely to materially affect its financial performance or condition - The company is not aware of any trends, uncertainties, demand, commitments, or events likely to materially affect its net revenues, income, profitability, liquidity, or capital resources, beyond what is already disclosed[429] E. Critical Accounting Estimates Financial statements require critical accounting estimates for share-based payments, credit losses, fair value, asset useful lives, and exploration costs, which involve inherent uncertainties - Critical accounting estimates include share-based payment transactions, allowance for expected credit losses, fair value measurement hierarchy, estimation of useful lives of assets, and exploration and evaluation costs[430] - Exploration and evaluation costs are capitalized on the expectation of future commercial production, with recoverability dependent on factors like reserves, technology, legal changes, and commodity prices[436] ITEM 6. Directors, Senior Management and Employees A. Directors and Senior Management Nova Minerals' leadership team, including CEO Christopher Gerteisen and CFO Michael Melamed, comprises experienced professionals in geology, finance, and mining, with no family relationships influencing selection Directors and Executive Officers as of Report Date | NAME | AGE | POSITION | | :---------------- | :-- | :--------------------------------------- | | Christopher Gerteisen | 51 | Chief Executive Officer and Executive Director | | Michael Melamed | 48 | Chief Financial Officer | | Richard Beazley | 60 | Non-Executive Chairman and Non -Executive Director | | Craig Bentley | 55 | Director of Finance & Compliance and Executive Director | | Avi Geller | 36 | Non-Executive Director | | Louie Simens | 43 | Executive Director | | Chaim D. Berger | 44 | Non-Executive Director | | Ian Pamensky | 56 | Company Secretary | - Christopher Gerteisen (CEO) has over 30 years of experience in geology and managing resource projects, including the Carlin Trend and projects in Australasia[438][439] - Michael Melamed (CFO) has over 25 years of experience in financial and executive management, M&A, and financial reporting[440] - Richard Beazley (Non-Executive Chairman) is an internationally experienced mining professional with over 35 years in senior corporate, operational, and project development roles[442] B. Compensation Nova Minerals' compensation focuses on long-term incentives for directors and executives, utilizing ESOP and a Director Share Plan, with FY2025 executive compensation including cash salaries and equity adjustments Remuneration Principles ESOP Director Share Plan Executive Compensation Service Agreements Potential Payments Upon Termination Or Change In Control Ordinary Share holdings Options holdings Performance rights - Remuneration principles are designed to attract and retain qualified directors and executives, with performance-linked remuneration focusing on long-term incentives and strategic objectives rather than short-term financial performance[455][456][457] - The Employee Share Option Plan (ESOP) allows for the issuance of up to 20,000,000 options to directors, employees, and contractors, approved by shareholders[458][460] - A Director Share Plan, approved in November 2024, allows for the issuance of up to 13,600,000 fully paid ordinary shares to directors in lieu of cash fees[465][466] Executive and Non-Executive Director Compensation (A$) for FY2025 | Name | Cash Salary and Fees | Equity Compensation | Total | | :------------------ | :------------------- | :------------------ | :---- | | Christopher Gerteisen | 388,749 | (211,771) | 176,978 | | Michael Melamed | 78,000 | - | 78,000 | | Ian Pamensky | 91,455 | - | 91,455 | | Craig Bentley | 180,000 | (39,001) | 140,999 | | Louie Simens | 276,000 | (236,108) | 39,892 | | Avi Geller | 60,000 | (44,689) | 15,311 | | Richard Beazley | 110,000 | 27,901 | 137,901 | | Rodrigo Pasqua | 46,500 | (39,422) | 7,078 | | Total | 1,230,704 | (543,090) | 687,614 | - Equity compensation for FY2025 included a significant revaluation of outstanding director options, resulting in a gain of A$1,261,489 in share-based payments[471][188] Ordinary Share Holdings of Directors and Officers as of June 30, 2025 | Name | Balance at end of the year (June 30, 2025) | | :------------------ | :--------------------------------------- | | Christopher Gerteisen | 1,833,614 | | Michael Melamed | 1,175,281 | | Craig Bentley | 3,616,669 | | Avi Geller | 2,290,177 | | Louie Simens | 9,033,199 | | Ian Pamensky | 100,618 | | Total ordinary shares | 18,049,558 | Options Holdings of Directors and Officers as of June 30, 2025 | Name | NVAOP5 – UNL OPT @ A$1.20 EXP 11/30/2025 | TOTAL | | :------------------ | :--------------------------------------- | :---- | | Craig Bentley | 750,000 | 750,000 | | Avi Geller | 500,000 | 500,000 | | Louie Simens | 2,000,000 | 2,000,000 | | Christopher Gerteisen | 2,000,000 | 2,000,000 | | Ian Pamensky | 250,000 | 250,000 | | Michael Melamed | 250,000 | 250,000 | | Total Options | 5,750,000 | 5,750,000 | C. Board Practices Nova Minerals' six-member Board adheres to ASX governance, utilizing foreign private issuer exemptions from certain Nasdaq standards, and maintains a Code of Conduct and indemnification policies Introduction Election of Directors Corporate Governance Non-Executive and Independent Directors Committees of the Board of Directors Indemnification of Directors and Officers Code of Conduct Foreign Private Issuer - The Board of Directors consists of six directors, including three non-executive directors, elected by shareholders with one-third retiring annually for re-election[489][490][491][618] - The company is in material compliance with ASX Corporate Governance Principles and Recommendations, with independent directors (Richard Beazley, Avi Geller, Chaim Berger) on its Audit and Risk Committee and Remuneration and Nomination Committee[493][494][499][500] - As a foreign private issuer, Nova is exempt from certain Nasdaq corporate governance standards, including specific quorum requirements, shareholder approval for certain security issuances, and majority independent board composition[508][510][141] - The company has adopted a Code of Conduct for all directors, officers, and employees, and maintains directors' and officers' liability insurance and indemnification policies[504][505] D. Employees As of June 30, 2025, Nova Minerals Limited had one employee in Australia, consistent with the previous two fiscal years. The company does not have employees in the USA Number of Employees by Geographic Location | Country | 2025 | 2024 | 2023 | | :------ | :--- | :--- | :--- | | Australia | 1 | 1 | 1 | | USA | 0 | 0 | 0 | | Total | 1 | 1 | 1 | E. Share Ownership Information on the share ownership of directors and officers, and entities affiliated with them, is disclosed in Item 7. Major Shareholders and Related Party Transactions. Details on share option long-term incentive programs are provided under Compensation—Share Plans - Share ownership details for directors and officers are provided in Item 7.A. Major Shareholders[513] - Information on share option long-term incentive programs is available under Item 6.B. Compensation—Share Plans[513] F. Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation There was no erroneously awarded compensation that required recovery under the company's Clawback Policy during the fiscal year ended June 30, 2025 - No erroneously awarded compensation was required to be recovered under the Clawback Policy during the fiscal year ended June 30, 2025[514] ITEM 7. Major Shareholders and Related Party Transactions A. Major Shareholders As of September 19, 2025, Nebari Gold Fund I, L.P. is the largest beneficial owner with 7.90% of ordinary shares, while directors and executive officers as a group own 4.51% Beneficial Ownership of Ordinary Shares as of September 19, 2025 | Name and Address of Beneficial Owner | Number of Ordinary Shares | Percent of Ordinary Shares* | | :----------------------------------- | :------------------------ | :------------------------ | | Christopher Gerteisen | 1,875,281 | ** | | Michael Melamed | 1,175,281 | ** | | Craig Bentley | 3,616,669 | ** | | Louie Simens | 9,033,199 | 2.25% | | Avi Geller | 2,290,177 | ** | | Richard Beazley | — | ** | | Ian Pamensky | 100,618 | ** | | Chaim Berger | — | ** | | Officers and Directors as a group (8 persons) | 18,091,225 | 4.51% | | Nebari Gold Fund I, L.P. | 31,710,600 | 7.90% | - Nebari Gold Fund I, L.P. is the largest beneficial owner with 7.90% of outstanding ordinary shares[519] - Officers and Directors as a group beneficially own 4.51% of the ordinary shares[519] B. Related Party Transactions Nova Minerals engaged in related party transactions including a A$344,804 loan repayment, executive director share purchases, and a 2% net smelter royalty to AK Minerals Pty Ltd - A A$344,804 loan from Snow Lake Resources Ltd. (an entity with a former director) was fully repaid by June 30, 2025[526] - In April 2024, executive directors Craig Bentley, Louie Simens, and Christopher Gerteisen purchased an aggregate of 2,083,333 ordinary shares for A$500,000[527] - Directors Louie Simens and Christopher Gerteisen are also shareholders of AK Minerals Pty Ltd, which is a joint venture partner in the Estelle Project and receives a 2% net smelter royalty[529] - The company's Audit and Risk Committee reviews and approves all material related party transactions, ensuring terms are no less favorable than those available to unqualified third parties[531] C. Interests of Experts and Counsel This item states that information regarding the interests of experts and counsel is not applicable ITEM 8. Financial Information A. Consolidated Statements and Other Financial Information Consolidated financial statements are in Item 18; Nova Minerals has not paid dividends since incorporation, with future payments subject to board discretion and Australian law - Consolidated financial statements and the independent accounting firm's report are included in Item 18[533] - The company has not declared or paid any dividends since incorporation, and future dividend payments are at the board's discretion and subject to Australian law[535] B. Significant Changes There have been no significant changes since the date of the financial statements included in this annual report, other than those already disclosed - No significant changes have occurred since the date of the financial statements, except as disclosed elsewhere in this annual report[536] ITEM 9. The Offer and Listing A. Offering and Listing Details Nova Minerals' ADSs and public warrants began trading on Nasdaq on July 24, 2024, while ordinary shares have traded on the ASX since June 11, 1987 - ADSs and public warrants commenced trading on Nasdaq on July 24, 2024, under symbols "NVA" and "NVAWW"[537] - Ordinary shares have been trading on the ASX since June 11, 1987[537] B. Plan of Distribution This item states that the plan of distribution is not applicable C. Markets Nova Minerals' ADSs and public warrants trade on Nasdaq, while its ordinary shares trade on the ASX, OTC Pink market, and Frankfurt Stock Exchange - ADSs and public warrants trade on Nasdaq (NVA, NVAWW)[539] - Ordinary shares trade on the ASX (NVA), OTC Pink market (NVAAF), and Frankfurt Stock Exchange (QM3)[539] D. Selling Shareholders This item states that information regarding selling shareholders is not applicable E. Dilution This item states that information regarding dilution is not applicable F. Expenses of the Issue This item states that information regarding expenses of the issue is not applicable ITEM 10. Additional Information A. Share Capital This item states that information regarding share capital is not applicable in this section, as it is covered in other parts of the report B. Memorandum and Articles of Association This section details Nova Minerals' share capital structure, including ordinary shares, performance rights, options, and warrants, outlining associated rights, restrictions, and governance under Australian law Share Capital Ordinary Shares Performance Rights Options Warrants American Depositary Shares Public Warrants Representative Warrants Our Constitution Interested Directors Directors' Compensation Borrowing Powers Exercisable by Directors Retirement of Directors Rights and Restrictions on Classes of Shares Dividend Rights Voting Rights Right to Share in Our Profits No Redemption Provision for Ordinary Shares Variation or Cancellation of Share Rights Directors May Make Calls General Meetings of Shareholders Foreign Ownership Regulation Ownership Threshold Issues of Shares and Change in Capital Change of Control Access to and Inspection of Documents Limitation of Liability and Indemnification of Directors and Officers Ownership and Exchange Controls - The company's share capital includes ordinary shares, performance rights, options, and warrants, with specific terms for each[545][548][549][552] - Ordinary shareholders are entitled to one vote per share, dividends as declared, and a pro rata share in assets upon liquidation, subject to preference shares[548] - Performance rights convert to ordinary shares upon satisfaction of specific milestones, such as completion of feasibility studies or achieving certain production/EBITDA targets[549][550][551] - As of September 19, 2025, there are 2,598,096 ADSs outstanding, each representing 60 ordinary shares, administered by The Bank of New York Mellon as depositary[553] - Public warrants are exercisable for ADSs at US$7.266 per ADS, expiring July 25, 2029, and are listed on Nasdaq under "NVAWW"[597][599][600] - The company's constitution, subject to ASX Listing Rules and the Corporations Act, governs director compensation (capped at A$500,000 per annum for non-executive directors) and borrowing powers[608][613][617] - Australian law regulates foreign ownership, requiring approval for acquisitions exceeding certain thresholds, particularly for 'national security businesses' or 'foreign government investors'[631][632] C. Material Contracts Aside from what is disclosed in this annual report, Nova Minerals has not been party to any other material contracts in the last two years outside the ordinary course of business - The company has not been party to any material contracts in the last two years, other than those disclosed in the annual report or entered in the ordinary course of business[652] D. Exchange controls Australia has largely abolished exchange controls, but foreign persons acquiring significant interests in Australian companies may require FATA approval, especially for national security businesses - Australia has largely abolished exchange controls, and the Australian dollar is freely convertible into U.S. dollars[653] - Foreign persons acquiring 20% or more of voting power or issued shares in an Australian entity may require approval under the Foreign Acquisitions and Takeovers Act 1975 (FATA), particularly if thresholds are met or for 'national security businesses'[655][656] E. Taxation This section details U.S. federal and Australian income tax considerations for Nova Minerals' securities, including potential PFIC consequences, dividend withholding tax, and capital gains tax on 'taxable Australian property' U.S. Federal Income Taxation Considerations Material Australian Tax Considerations - A non-U.S. corporation is a Passive Foreign Investment Company (PFIC) if 75% or more of its gross income is passive or 50% or more of its assets are passive, potentially leading to adverse U.S. federal income tax consequences for U.S. Holders[662] - Nova Minerals does not believe it is a PFIC for the current taxable year, but PFIC status is an annual, fact-intensive determination subject to change[663] - Unfranked dividends paid to non-Australian holders are subject to a 30% dividend withholding tax, which may be reduced to 15% or 5% under the U.S.-Australia Tax Treaty, depending on ownership interest[696][697] - Non-Australian Holders are generally not subject to Australian capital gains tax on the sale of ordinary shares unless they are 'taxable Australian property' (e.g., 10% or more interest in a company with over 50% Australian real property assets)[700] - No Australian stamp duty or goods and services tax is payable on the issue, transfer, or surrender of ADSs or ordinary shares, unless specific landholder thresholds are met[712][715] F. Dividends and Paying Agents This item states that information regarding dividends and paying agents is not applicable G. Statement by Experts This item states that information regarding statements by experts is not applicable H. Documents on Display The company files reports with the SEC, including annual reports on Form 20-F and current reports on Form 6-K, which are accessible on the SEC's website and the company's investor relations page - The company files reports with the SEC (Form 20-F, Form 6-K) which are available on the SEC's website (www.sec.gov) and the company's investor relations page (https://novaminerals.com.au/us-investor-centre/)[723](index=723&type=chunk) I. Subsidiary Information This item states that information regarding subsidiary information is not applicable J. Annual Report to Security Holders This item states that information regarding the annual report to security holders is not applicable ITEM 11. Quantitative and Qualitative Disclosures About Market Risk Nova Minerals faces market risks from interest rate and foreign exchange fluctuations, with equity investment risk from fair value changes and impairment, but mitigates foreign currency exposure Interest Rate Risk Foreign Currency Exchange Risk Inflation Risk Equity Investment Risk - The company's primary market risk exposures are fluctuations in interest rates and foreign exchange rates[726] Interest Rate Sensitivity Analysis (A$) | Item | Carrying Amount (A$) | Profit or Loss (100 bp Increase) | Profit or Loss (100 bp Decrease) | | :-------------------- | :------------------- | :------------------------------- | :------------------------------- | | June 30, 2025 | | | | | Cash and cash equivalents | 9,083,315 | 90,833 | (90,833) | | June 30, 2024 | | | | | Cash and cash equivalents | 3,149,909 | 31,499 | (31,499) | - Foreign currency exchange risk is present due to transactions in U.S. dollars, but the company mitigates this by making payments in the native currency where possible[729] - Equity investment risk includes market price volatility for publicly traded stocks and potential impairment for privately held companies, with a hypothetical 10% adverse price change decreasing marketable equity securities by A$25,554 as of June 30, 2025[731][732] ITEM 12. Description of Securities Other Than Equity Securities A. Debt Securities This item states that information regarding debt securities is not applicable B. Warrants and Rights This item refers to Item 10.B for the description of publicly traded warrants - Description of publicly traded warrants is provided in Item 10.B[735] C. Other Securities This item states that information regarding other securities is not applicable D. American Depositary Shares ADSs, each representing 60 ordinary shares, are administered by The Bank of New York Mellon, which may charge fees for issuance, cancellation, and distributions, with holders responsible for taxes - Each ADS represents 60 ordinary shares and is registered and delivered by The Bank of New York Mellon as depositary[737] - The depositary may charge fees for ADS issuance, cancellation, and distributions, and may convert foreign currency, retaining revenue from transaction spreads[738][740][741] - ADS holders are responsible for any taxes or governmental charges on their ADSs or underlying deposited securities[743] PART II ITEM 13. Defaults, Dividend Arrearages and Delinquencies This item reports that there are no defaults, dividend arrearages, or delinquencies to disclose A. Defaults B. Arrears and Delinquencies - No defaults, dividend arrearages, or delinquencies to report[745] ITEM 14. Material Modifications to the Rights of Security Holders and Use of Proceeds This item states that there are no material modifications to the rights of security holders or use of proceeds to report ITEM 15. Controls and Procedures As of June 30, 2025, management concluded that disclosure controls and internal control over financial reporting were effective, with no material changes during the period A. Disclosure Controls and Procedures B. Management's Annual Report on Internal Control Over Financial Reporting C. Attestation Report of the Registered Public Accounting Firm D. Changes in Internal Control Over Financial Reporting - As of June 30, 2025, disclosure controls and procedures were deemed effective, providing reasonable assurance for timely and accurate financial reporting[746][747] - Management concluded that internal control over financial reporting was effective as of June 30, 2025, based on the COSO framework[749][750] - No material changes in internal control over financial reporting occurred during the period covered by this annual report[752] ITEM 16. [Reserved] This item is reserved and contains no information ITEM 16A. Audit Committee Financial Expert Mr. Avi Geller is designated as an "audit committee financial expert," and all Audit and Risk Committee members meet Nasdaq and SEC independence requirements - Mr. Avi Geller is designated as an "audit committee financial expert" as defined in Item 16A of Form 20-F[753] - All members of the Audit and Risk Committee (Richard Beazley, Chaim D. Berger, and Avi Geller) meet the independence requirements of Nasdaq and the SEC[753] ITEM 16B. Code of Ethics Nova Minerals adopted a Code of Conduct for all personnel, available on its website, with amendments or waivers disclosed as required by law or Nasdaq standards - A Code of Conduct applicable to all directors, officers, and employees has been adopted and is available on the company's website[